SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

HUGHES EUGENE L

(Last)

(First)

(Middle)

C/O NATURE'S SUNSHINE PRODUCTS, INC.

75 EAST 1700 SOUTH

(Street)

PROVO

84506

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
NATURES SUNSHINE PRODUCTS INC [ NATR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
11/04/2004

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	11/04/2002		S		500	D	$15.9	0	D⁽¹⁾⁽²⁾
Common Stock	11/04/2004		M		16,500	A	$8.4848	32,835	D⁽¹⁾⁽³⁾
Common Stock	11/04/2004		S		6,100	D	$15.6	26,735	D⁽¹⁾⁽³⁾
Common Stock	11/04/2004		S		200	D	$15.63	26,535	D⁽¹⁾⁽³⁾
Common Stock	11/04/2004		S		600	D	$15.65	25,935	D⁽¹⁾⁽³⁾
Common Stock	11/04/2004		S		900	D	$15.66	25,035	D⁽¹⁾⁽³⁾
Common Stock	11/04/2004		S		500	D	$15.68	24,535	D⁽¹⁾⁽³⁾
Common Stock	11/04/2004		S		600	D	$15.69	23,935	D⁽¹⁾⁽³⁾
Common Stock	11/04/2004		S		900	D	$15.7	23,035	D⁽¹⁾⁽³⁾
Common Stock	11/04/2004		S		900	D	$15.72	22,135	D⁽¹⁾⁽³⁾
Common Stock	11/04/2004		S		4,500	D	$15.75	17,635	D⁽¹⁾⁽³⁾
Common Stock	11/04/2004		S		400	D	$15.76	17,235	D⁽¹⁾⁽³⁾
Common Stock	11/04/2004		S		100	D	$15.77	17,135	D⁽¹⁾⁽³⁾
Common Stock	11/04/2004		S		700	D	$15.79	16,435	D⁽¹⁾⁽³⁾
Common Stock	11/04/2004		S		100	D	$15.8	16,335	D⁽¹⁾⁽³⁾
Common Stock	11/05/2004		M		25,500	A	$8.8333	41,835	D⁽¹⁾⁽³⁾
Common Stock	11/05/2004		M		25,000	A	$7.75	66,835	D⁽¹⁾⁽³⁾
Common Stock	11/05/2004		S		10,100	D	$15.5	56,735	D⁽¹⁾⁽³⁾
Common Stock	11/05/2004		S		4,500	D	$15.54	52,335	D⁽¹⁾⁽³⁾
Common Stock	11/05/2004		S		500	D	$15.56	51,735	D⁽¹⁾⁽³⁾
Common Stock	11/05/2004		S		200	D	$15.57	51,535	D⁽¹⁾⁽³⁾
Common Stock	11/05/2004		S		100	D	$15.58	51,435	D⁽¹⁾⁽³⁾
Common Stock	11/05/2004		S		10,000	D	$15.59	41,435	D⁽¹⁾⁽³⁾
Common Stock	11/05/2004		S		19,500	D	$15.6	21,935	D⁽¹⁾⁽³⁾
Common Stock	11/05/2004		S		2,500	D	$15.61	19,435	D⁽¹⁾⁽³⁾
Common Stock	11/05/2004		S		600	D	$15.62	18,835	D⁽¹⁾⁽³⁾
Common Stock	11/05/2004		S		500	D	$15.64	18,335	D⁽¹⁾⁽³⁾
Common Stock	11/05/2004		S		1,600	D	$15.65	16,735	D⁽¹⁾⁽³⁾
Common Stock	11/05/2004		S		100	D	$15.66	16,635	D⁽¹⁾⁽³⁾
Common Stock	11/05/2004		S		100	D	$15.67	16,535	D⁽¹⁾⁽³⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Option - Right to buy	$8.4848	11/04/2004		M			16,500	12/16/1996	12/16/2004	Common Stock	16,500	$0	0	D⁽³⁾
Option - Right to buy	$8.3333	11/05/2004		M			25,500	05/15/1997	05/15/2005	Common Stock	25,500	$0	0	D⁽³⁾
Option - Right to buy	$7.75	11/05/2004		M			25,000	10/19/2002	10/19/2005	Common Stock	25,000	$0	93,200	D⁽³⁾

1. Name and Address of Reporting Person^*

HUGHES EUGENE L

(Last)

(First)

(Middle)

C/O NATURE'S SUNSHINE PRODUCTS, INC.

75 EAST 1700 SOUTH

(Street)

PROVO

84506

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

HUGHES KRISTINE F

(Last)

(First)

(Middle)

C/O NATURE'S SUNSHINE PRODUCTS, INC.

75 EAST 1700 SOUTH

(Street)

PROVO

84606

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

Explanation of Responses:

1. Kristine F. Hughes and Eugene L. Hughes are also the indirect beneficial owners of 1,303,606 shares held in revocable family trusts for the benefit of themselves and their children, of which they are trustees, and 101,536 shares allocated to Mr. Hughes' 401(k) plan account. In addition, Kristine Hughes is the indirect beneficial owner of 16,335 shares owned directly by Eugene L. Hughes.

2. Owned directly by Kristine F. Hughes and Indirectly by Eugene L. Hughes, Mrs. Hughes' spouse.

3. Owned directly by Eugene L. Hughes and Indirectly by Kristine F. Hughes, Mr. Hughes' spouse.

	/s/ Eugene L. Hughes	11/08/2004
	/s/ Kristine F. Hughes	11/08/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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