NATURAL ALTERNATIVES INTERNATIONAL INC
10-Q, 1996-02-12
PHARMACEUTICAL PREPARATIONS
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<PAGE>
                         UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549
                                
                           FORM 10-Q

   [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF
              THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended December 31, 1995

                               OR
                                
    [   ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
             OF THE SECURITIES EXCHANGE ACT OF 1934
                                
                                 
                 Commission file number 0-15701
                                
                                
            NATURAL ALTERNATIVES INTERNATIONAL, INC.
     (Exact name of registrant as specified in its charter)
                                
                                
                                
Delaware                                                            84-1007839
(State of other jurisdiction of                                (I.R.S. Employer
incorporation or organization)                              Identification No.)
                                                               
                                                               
           1185 Linda Vista Drive, San Marcos, California 92069
                 (Address of principal executive offices)
                               (Zip Code)
                                                               
                             (619) 744-7340
           (Registrant's telephone number, including area code)
                                                               
                                                               
Indicate by check mark whether the Registrant (1) has filed all reports 
required to be filed by Section 13 or 15(d) of the Securities Exchange Act 
of 1934 during the preceding 12 months (or for such shorter period that the 
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
                                
Yes    X      No         
    -------       -------

                                   5,297,375
                                
                                
     (Number of shares of common stock of the registrant outstanding as of 
                               January 31, 1996)
</PAGE>

                 NATURAL ALTERNATIVES INTERNATIONAL, INC.
                      PART I - FINANCIAL INFORMATION
                                
                       CONSOLIDATED BALANCE SHEETS
                                
                                  ASSETS
<TABLE>
<CAPTION>
<S>                                                         <C>                <C>             
                                                              December 31,         June 30,                   
                                                                  1995              1995
                                                             --------------    --------------
                                                              (Unaudited)                         
                                
Current Assets:
                                
  Cash and cash equivalents                                 $   2,471,195      $   2,526,839
  Accounts receivable - less allowance for doubtful
    accounts of $206,000 at December 31, 1995 
    and $215,000 at June 30, 1995                               4,285,826          5,590,165            
  Inventory                                                     6,859,086          5,229,585
  Notes receivable - current portion                              157,045            183,255
  Deferred income taxes                                           164,000            326,000
  Other current assets                                            995,279            867,085
                                                            -------------      ------------- 

       Total Current Assets                                 $  14,932,431      $  14,722,929
                                                            -------------      -------------                             
                                
                                                               
Property and equipment, at cost, less accumulated            
    depreciation and amortization of $4,093,000 at 
    December 31, 1995 and $3,698,000 at June 30, 1995           6,140,850          5,774,732
                                                            -------------      -------------
                                                               
Other Assets:
  
  Investments                                                      44,404             50,254                      
  Notes receivable, less current portion                          336,712            365,871  
  Other non-current assets                                        130,370            279,994
                                                            -------------      -------------
  
        Total Other Assets                                        511,486            696,119
                                                            -------------      -------------   

TOTAL ASSETS                                                $  21,584,767      $  21,193,780
                                                            =============      ============= 
</TABLE>
                                                               
                                                                  (continued)
                                         1
</PAGE>
<PAGE>

                 NATURAL ALTERNATIVES INTERNATIONAL, INC.
                      PART I - FINANCIAL INFORMATION
                                
                 CONSOLIDATED BALANCE SHEETS (continued)
                                
                   LIABILITIES AND STOCKHOLDERS' EQUITY
                                
<TABLE>
<CAPTION>
                                
<S>                                                        <C>                 <C>                                
                                                             December 31,          June 30,
                                                                1995                 1995      
                                                            --------------     --------------
                                                             (Unaudited)    
                                
Current Liabilities:
                                                               
  Accounts payable                                          $   4,901,082      $   4,974,845                    
  Current installments of long-term debt                          188,323            213,812
  Current installments of capital lease obligations                22,150             20,786
  Accrued compensation and employee benefits                      230,495            528,704
  Income taxes payable                                             26,075            738,075
  Other current liabilities                                        54,544             39,475                  
                                                            -------------      -------------  

     Total Current Liabilities                                  5,422,669          6,515,697                       
                                                               
Deferred income taxes                                             290,000            285,000
Long-term debt, less current installments                         934,175          1,043,179
Capital lease obligations, less current installments               56,715             71,649
                                                            -------------      -------------

      Total Liabilities                                         6,703,559          7,915,525 
                                                            -------------      -------------


Stockholders' Equity:

  Preferred stock; $.01 par value; 500,000 shares
    authorized; none issued or outstanding                         ---                 ---
  Common stock; $.01 par value; 8,000,000 shares
    authorized; issued and outstanding 5,297,375 at
    December 31, 1995 and 5,257,875 at June 30, 1995               52,974             52,579
  Additional paid-in capital                                    5,870,881          5,586,759
  Retained earnings                                             9,003,062          7,678,776
  Net unrealized losses on investments                            (45,709)           (39,859)
                                                            -------------      -------------

      Total Stockholders' Equity                               14,881,208         13,278,255
                                                            -------------      -------------          
                                                               
               
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                  $  21,584,767      $  21,193,780
                                                            =============      =============
</TABLE>
                                
         See accompanying notes to consolidated financial statements

                                         2
</PAGE>
<PAGE>

                      NATURAL ALTERNATIVES INTERNATIONAL, INC.
                           PART I - FINANCIAL INFORMATION
                                 
                       CONSOLIDATED STATEMENTS OF OPERATIONS
                                


                                                 For the Three Months Ended    
                                                       December 31,           
                                            -------------------------------
                                                       (Unaudited)
                                                 1995               1994        
                                                 ----               ---- 
                                
REVENUE, net                                $  11,753,954      $   7,011,148
                                
COST OF GOODS SOLD                              8,853,416          5,100,547
                                            -------------      -------------   
                                

GROSS PROFIT                                    2,900,538          1,910,601
                                
SELLING, GENERAL & ADMINISTRATIVE               1,685,162          1,449,132
                                            -------------      -------------
                                
OPERATING INCOME                                1,215,376            461,469
                                            -------------      -------------
                                
OTHER INCOME (EXPENSE):

  Interest income                                  20,893             18,869
  Interest expense                                (39,373)           (27,769)
  Other, net                                       12,500            (13,812)
                                            -------------      -------------
                               
                                                   (5,980)           (22,712)
                                            -------------      -------------


EARNINGS BEFORE INCOME TAXES                    1,209,396            438,757
                                                                                
                                
INCOME TAXES                                      474,000            197,000
                                            -------------      -------------
                                
                                
NET EARNINGS                                $     735,396      $     241,757
                                            =============      =============
                                                               
NET EARNINGS PER COMMON SHARE:
                                                               
  Primary                                   $        0.13      $        0.05
                                            =============      =============

  Fully Diluted                             $        0.13      $        0.05
                                            =============      =============   

          See accompanying notes to consolidated financial statements


                                         3
</PAGE>
<PAGE>
               NATURAL ALTERNATIVES INTERNATIONAL, INC.
                   PART I - FINANCIAL INFORMATION

                CONSOLIDATED STATEMENTS OF OPERATIONS



                                                For the Six Months Ended 
                                                       December 31,
                                            --------------------------------  
                                                       (Unaudited)
                                                 1995               1994      
                                                 ----               ----
                                
REVENUE, net                                $  22,107,755      $  12,884,895
                                
COST OF GOODS SOLD                             16,513,002          9,270,084 
                                            -------------      -------------
                                
GROSS PROFIT                                    5,594,753          3,614,811
                                
SELLING, GENERAL & ADMINISTRATIVE               3,402,707          2,950,366
                                            -------------      -------------
                
                
OPERATING INCOME                                2,192,046            664,445
                                            -------------      -------------
                                
OTHER INCOME (EXPENSE):

  Interest income                                  47,682             36,682
  Interest expense                                (67,652)           (52,707)
  Other, net                                       15,210            (14,490)
                                            -------------      -------------
                                
                                                   (4,760)           (30,515)
                                            -------------      -------------
                                
EARNINGS BEFORE INCOME TAXES                    2,187,286            633,930
                                
                                
INCOME TAXES                                      863,000            282,000
                                            -------------      -------------
                                
NET EARNINGS                                $   1,324,286      $     351,930
                                            =============      =============
                                                               
                                                               
NET EARNINGS PER COMMON SHARE:

  Primary                                   $        0.24      $        0.07
                                            =============      =============

  Fully Diluted                             $        0.24      $        0.07
                                            =============      =============
                                                               

          See accompanying notes to consolidated financial statements

                                         4
</PAGE>
<PAGE>
                   NATURAL ALTERNATIVES INTERNATIONAL, INC.


                        PART I - FINANCIAL INFORMATION

          CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (Unaudited)

<TABLE>
<CAPTION>
<S>                        <C>                      <C>            <C>            <C>           <C>             
                                                    Additional                      Net                                     
                                Common Stock          Paid-in        Retained     Unrealized            
                            Shares       Amount       Capital        Earnings       Losses          Total       
                            -------------------     -----------    -----------    ----------    ------------
</TABLE>
<TABLE>
<CAPTION>
<S>                        <C>          <C>         <C>            <C>            <C>           <C>    
Balance at
 June 30, 1995             5,257,875    $ 52,579    $ 5,586,759    $ 7,678,776    $ (39,859)    $ 13,278,255
                                
Issuance of common
 stock for employee
 stock options                39,500         395        192,122         ---           ---            192,517
                                
Income tax benefit from 
 employee stock options       ---           ---          92,000         ---           ---             92,000
                                
Net unrealized losses
 on investments               ---           ---          ---            ---          (5,850)          (5,850)
                                
Net earnings                  ---           ---          ---         1,324,286        ---          1,324,286
                           ---------    --------    -----------    -----------    ---------     ------------
                                
Balance at
 December 31, 1995         5,297,375    $ 52,974    $ 5,870,881    $ 9,003,062    $ (45,709)    $ 14,881,208
                           =========    ========    ===========    ===========    =========     ============
</TABLE>
                                
                                










                                                               
     See accompanying notes to consolidated financial statements
                                         5
</PAGE> 
<PAGE>
                       NATURAL ALTERNATIVES INTERNATIONAL, INC.
                            PART I - FINANCIAL INFORMATION
                                                               
                       CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                               
                                                               
                                                         For the Six Months 
                                                         Ended December 31,    
                                                   ----------------------------
                                                            (Unaudited)     
                                                               
                                                       1995            1994
                                                   ------------    ------------
    
                                                                                
CASH FLOWS FROM OPERATING ACTIVITIES:

  Net earnings                                     $  1,324,286    $    351,930
  Adjustments to reconcile net earnings 
    to net cash provided by (used in)  
    operating activities:
      Depreciation and amortization                     501,263         505,354
      Tax benefit on option exercise                     92,000           1,000
      Bad debt expense                                  199,203          75,612
     (Gain)/loss on disposal of assets                  (11,161)         16,300
      Deferred income taxes                             167,000         107,000
                                                              
                                                               
  Changes in operating assets and liabilities:
    (Increase) decrease in:
      Accounts receivable                             1,171,530       2,631,297
      Inventory                                      (1,629,501)     (1,413,975)

      Other assets                                        7,439         175,049
    (Decrease) increase in:
      Accounts payable                                  (73,763)     (1,253,193)
      Accrued compensation and employee benefits       (298,209)        (62,141)
      Income taxes payable                             (712,000)          ---  
      Other current liabilities                          15,069          24,661
                                                   ------------    ------------ 

  Net Cash Provided by Operating Activities             753,156       1,158,894
                                                   ------------    ------------ 

CASH FLOWS FROM INVESTING ACTIVITIES:

  Proceeds from sale of investments                      30,375           ---
  Investments                                           (15,838)          ---
  Proceeds from sale of property and equipment           55,338          45,000
  Capital expenditures                                 (920,103)     (1,158,457)
  Issuance of notes receivable                          (61,689)        (19,050)
  Repayment of notes receivable                          58,663          37,336
                                                   ------------    ------------
   
  Net Cash Used in Investing Activities                (853,254)     (1,095,171)
                                                   ------------    ------------ 
                                                     

                                                                   (continued)

                                         6
</PAGE>
<PAGE>

                      NATURAL ALTERNATIVES INTERNATIONAL, INC.
                          PART I - FINANCIAL INFORMATION

                 CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)
                                
                                                               
                                                               
                                                               
                                                        For the Six Months
                                                        Ended December 31,
                                                   ----------------------------
                                                           (Unaudited)
                                                               
                                                       1995            1994
                                                   ------------    ------------
                                                               
CASH FLOWS FROM FINANCING ACTIVITIES:
                                                               
  Payments on long-term debt and capital leases   $   (148,063)   $    (71,562)
  Borrowing on lines of credit                           ---           650,000
  Payment on lines of credit                             ---          (350,000)
  Proceeds from issuance of common stock               192,517           2,440 
                                                  ------------    ------------
                    
  Net Cash Provided by Financing Activities             44,454         230,878
                                                  ------------    ------------ 
                                                               
Net Increase (Decrease) in Cash and Cash
  Equivalents                                          (55,644)        294,601

Cash and Cash Equivalents at Beginning of Period     2,526,839         813,754
                                                  ------------    ------------

Cash and Cash Equivalents at End of Period        $  2,471,195    $  1,108,355
                                                  ============    ============

                                                               
           See accompanying notes to consolidated financial statements

                                         7
</PAGE>
<PAGE>

                   NATURAL ALTERNATIVES INTERNATIONAL, INC.
                       PART I - FINANCIAL INFORMATION
                                
                            NOTES TO CONDENSED
                    CONSOLIDATED FINANCIAL STATEMENTS
                                
                                
NOTE 1 - BASIS OF PRESENTATION

The accompanying unaudited consolidated financial statements have been prepared
in accordance with generally accepted accounting principles for interim  fi-
nancial information. Accordingly, they do not include all of the information 
and footnotes required by generally accepted accounting principles for 
complete financial statements. In the opinion of management, all adjustments,
consisting of a normal recurring nature considered necessary for a fair 
presentation, have been included.  It is suggested that these consolidated 
financial statements be read in conjunction with the financial statements and
notes thereto included in the Company's annual report on Form 10-K for the 
year ended June 30, 1995.  The results of operations for the periods ended 
December 31, 1995 and 1994 are not necessarily indicative of the operating 
results for the full year.

Certain amounts in prior period financial statements have been reclassified to
conform to the current period financial statements.


NOTE 2 - PRINCIPLES OF CONSOLIDATION

The consolidated financial statements include the accounts of the Company and 
its wholly-owned subsidiaries, Pro-Lean, Inc. (formerly Sonergy, Inc.), CellLife
International, Inc. and CellLife Pharmaceuticals International, Inc. All 
significant intercompany accounts and transactions have been eliminated.


NOTE 3 - INVENTORIES

Inventories are comprised of:

                              December 31,      June 30,                 
                                 1995             1995       
                             ------------     ------------

     Raw materials           $  3,061,320     $  2,419,083
     Work in process            3,282,804        2,240,173
     Finished goods               514,962          570,329
                             ------------     ------------

                             $  6,859,086     $  5,229,585
                             ============     ============


NOTE 4 - NET EARNINGS PER SHARE

Primary earnings per share is computed based upon the weighted average number
of shares outstanding during the period plus (in periods in which they have a 
dilutive effect) the effect of common shares contingently issuable from stock
options.  Fully diluted earnings per share reflect additional dilution rela-
ted to common stock equivalents due to the use of the market price at the end
of the period, when higher than the average price for the period.

                                                                     (continued)

                                         8
</PAGE>
<PAGE>
                   NATURAL ALTERNATIVES INTERNATIONAL, INC.
                        PART I - FINANCIAL INFORMATION 
                                
                               NOTES TO CONDENSED
                      CONSOLIDATED FINANCIAL STATEMENTS


NOTE 4 - NET EARNINGS PER SHARE (continued)

The weighted average number of shares outstanding and common stock equivalents 
are as follows:




                           For the Three Months      For the Six Months
                            Ended December 31,        Ended December 31,

                            1995         1994         1995         1994
                            ---          ----         ----         ----
                         
     Primary              5,616,895    5,257,875    5,576,927    5,257,856
     
     Fully Diluted        5,616,895    5,257,875    5,576,927    5,257,856
                                                               
                                                               
                                
NOTE 5 - MAJOR CUSTOMERS


The Company had substantial sales to three customers for the three months ended
December 31, 1995,  1994 and the six months ended December 31, 1995, and
substantial sales to four customers for the six months ended December 31, 1994.
The loss of any of these customers would have an adverse impact on the
Company's revenues and earnings in the short-term. Sales to these customers were
as follows:

<TABLE>
<CAPTION>
                <C>                                             <C>
                             Three Months Ended                               Six Months Ended
                ---------------------------------------------   ---------------------------------------------
                  December 31, 1995       December 31, 1994       December 31, 1995       December 31, 1994
                ---------------------   ---------------------   ---------------------   ---------------------
</TABLE>
<TABLE>
<CAPTION>
<S>             <C>           <C>       <C>          <C>       <C>            <C>       <C>           <C>
                               % of                     % of                   % of                    % of
                   Total       Total       Total       Total       Total       Total       Total       Total        
Industry          Revenue     Revenue     Revenue     Revenue     Revenue     Revenue     Revenue     Revenue
- -------------   -----------   -------   -----------   -------   -----------   -------   -----------   -------      
                                
Cosmetics       $   561,521        5%   $ 1,017,339       15%   $   ---         --- %   $ 2,299,400       18%

Multi-level 
 Distribution     8,437,264       72%     3,718,423       53%    15,150,985       69%     6,907,478       54%

Weight Loss           ---       --- %     1,061,878       15%       ---         --- %     1,836,431       14%
                -----------   -------   -----------   -------   -----------   -------   -----------   -------

Totals          $ 8,998,785       77%   $ 5,797,640       83%   $15,150,985       69%   $ 11,043,309      86%
                ===========   =======   ===========   =======   ===========   =======   ============  =======
</TABLE>

Accounts receivable from these customers totaled $2,730,734 and $2,846,669 at
December 31, 1995 and 1994, respectively.

                                         9
</PAGE>
<PAGE>

                       NATURAL ALTERNATIVES INTERNATIONAL, INC.
                          PART I - FINANCIAL INFORMATION 
                                
            MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION 
                             AND RESULTS OF OPERATIONS


RESULTS OF OPERATIONS


SECOND QUARTER OF FISCAL 1995 AND 1994

The Company's consolidated net revenues for the quarter ended December 31,
1995, amounted to $11.8 million, an increase of $4.8 million from the $7.0 mil-
lion generated during the quarter ended December 31, 1994. The 69% increase in
revenue is directly attributable to increases in sales from new and existing
customers.  On an unconsolidated basis, Natural Alternatives reported revenues
of $11.2 million for the quarter ending December 31, 1995, compared to $6.5
million for the quarter ending December 31, 1994, a 72% increase. The
Company's wholly-owned subsidiaries Pro-Lean, Inc. (Pro-Lean) and CellLife
International, Inc.  (CellLife)  generated net revenues of $.3 million each, for
the quarter ending December 31, 1995, compared to $.2 million each for the 
quarter ending December 31, 1994.

The Company's gross margins decreased to 24.7%, for the quarter ending
December 31, 1995, compared to 27.3% for the quarter ending December 31,
1994.  Total gross profits increased by $1.0 million, or 51.8% as a result of 
the 69% increase in sales.  The decrease in margins and increase in gross 
profits is directly attributable to the increased sales of lower margin 
products. Consolidated selling, general and administrative expenses as a per-
centage of revenues were 14.3% for the quarter ended December 31, 1995, com-
pared to 20.7% for the quarter ending December 31, 1994, with the decrease being
attributable to both sales growth and more effective means of controlling fixed
and variable costs.

Net earnings for the quarter ended December 31, 1995, amounted to $.7 million,
a $.5 million increase from the $.2 million in net earnings produced for the 
quarter ended December 31, 1994. The increase in net earnings was due primari-
ly to the 51.8% increase in gross profit and a decrease in selling, general and
administrative expenses as a percentage of sales, both noted above.  Primary
earnings per share for the quarter ended December 31, 1995, was $.13
compared to $.05 for the quarter ended December 31, 1994. The increase was
due to the reasons discussed above and was only slightly impacted by the
increase in the Company's weighted average number of shares outstanding and
the dilutive effect of common stock equivalents on the current quarter.

On an unconsolidated basis for the quarter ending December 31, 1995, Natural
Alternatives reported net earnings of $.8 million compared to $.4 million for 
the quarter ended December 31, 1994. Pro-Lean reported a net loss of $.1 mil-
lion for each of the quarters ended December 31, 1995 and 1994. CellLife re-
ported a break even position for each of the quarters ended December 31, 1995
and 1994. 
                                        10
</PAGE>
<PAGE>
                       NATURAL ALTERNATIVES INTERNATIONAL, INC.
                          PART I - FINANCIAL INFORMATION 
                                
            MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION 
                            AND RESULTS OF OPERATIONS


FIRST AND SECOND QUARTER OF FISCAL 1995 AND 1994


The Company's consolidated revenues for the six months ended December 31,
1995 amounted to $22.1 million compared to $12.9 million for the six months
ended December 31, 1994.  The $9.2 million increase is primarily due to
increased sales to new and existing customers.  Management believes this
positive trend should continue, as evidenced by the Company's relatively strong
backlog position as of January 31, 1996, although there can be no assurance this
trend will continue.

Gross profit margins decreased to 25.3% for the six months ended December 31,
1995 from 28.1% for the six months ended December 31, 1994.  Net income for
the six months ended December 31, 1995 amounted to $1.3 million compared to
$.4 million for the six months ended December 31, 1994.  Earnings per share for
the six months ended December 31, 1995 was $.24 compared to $.07 for the six
months ended December 31, 1994.


LIQUIDITY AND CAPITAL RESOURCES


The Company believes it has sufficient sources of funds to finance its ongoing
operations and meet its capital asset purchases, as well as future growth 
through a combination of internally generated cash flow, revolving lines of 
credit and equipment financing. 

At December 31, 1995, the Company had working capital of $9,509,762
compared to $8,207,232 as of June 30, 1995. The working capital component
which represented the most significant increase was inventory with an offsetting
decrease in accounts receivable. Inventory levels at December 31, 1995,
compared to sales, increased moderately relative to historical levels, due
principally to broader stocking requirements to cover current manufacturing
requirements.

The Company has entered into an agreement with its two principal stockholders,
Marie A. LeDoux and Mark A. LeDoux, to acquire for $545,000, the offices and
production facilities which the Company is presently leasing from them.  The
properties have been independently appraised at $580,000.  The Company
expects to fund the acquisition through conventional mortgage financing and to
consummate the transaction during the third quarter.

The Company has revolving line of credit agreements permitting borrowing up to
$3,000,000, which are secured by business assets and bear interest at rates
ranging from the bank's prime rate to 1/2 percent over the bank's prime rate.  
The lines of credit expire on December 1, 1996.  As of December 31, 1995 and 
June 30, 1995, there were no borrowing under these credit lines.

                                         11
</PAGE>
<PAGE>
                      NATURAL ALTERNATIVES INTERNATIONAL, INC.
                            PART II - OTHER INFORMATION 


ITEM 1. LEGAL PROCEEDINGS


The Company is involved in various claims and legal actions arising in the
ordinary course of business.  In the opinion of management, based in part on the
advice of counsel, the ultimate disposition of these matters will not have a
material adverse impact on the Company's consolidated financial position,
operations or cash flows.

ITEM 2. CHANGES IN SECURITIES


None.


ITEM 3. DEFAULTS BY THE COMPANY ON ITS SENIOR SECURITIES


None.


ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS


None.


ITEM 5. OTHER INFORMATION


None.


ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K


(a) Exhibits: The following exhibits are filed herewith:

 11.1.    Computation of per share earnings  for the three months ended
          December 31, 1995.

 11.2.    Computation of per share earnings  for the six months ended December
          31, 1995.

(b) No reports on Form 8-K were filed during the quarter ended December 31,
1995.
</PAGE>
<PAGE>
  
                                     SIGNATURES




Pursuant to the requirements of the Securities Exchange Act of 1934, the regis-
trant has duly caused this report to be signed on its behalf by the under-
signed, thereunto duly authorized.



NATURAL ALTERNATIVES INTERNATIONAL, INC.





:/s  MARK A. LE DOUX          Date:  February 7, 1996        
- --------------------------           ----------------
Mark A. Le Doux
President


:/s  WILLIAM P. SPENCER       Date:  February 7, 1996       
- --------------------------           ----------------
William P. Spencer
Executive Vice President
                                         13
</PAGE>


                                                                  EXHIBIT 11.1
                                                               
                                                               
                      NATURAL ALTERNATIVES INTERNATIONAL, INC.
                                
                  STATEMENT RE: COMPUTATION OF PER SHARE EARNINGS
                                    (unaudited)
                                
                    For the Three Months Ended December 31, 1995
<TABLE>
<CAPTION>
<S>                                   <C>          <C>       <C>     <C>          <C>            <C>
                                                                                    Primary      Fully Diluted
                                                              Days                 Weighted        Weighted
                                                              Out                   Average         Average
                                                             stand-                  Shares          Shares
                                         From         To      ing      Shares     Outstanding     Outstanding    Outstanding
                                       --------    --------   ----   ---------    -----------    -------------    -----------

Beginning shares                       10/01/95    12/31/95    92    5,279,875      5,279,875        5,279,875
                                
Dilutive effect of common
  stock equivalents:
                                
  At average price per share           10/01/95    12/31/95    92    1,001,000        326,966          326,966
                                
  At closing price per share                                                              n/a              n/a      
                                
Exercise of employee stock options     11/09/95    12/31/95    53       15,000          8,641            8,641
                                
Exercise of employee stock options     11/10/95    12/31/95    52        2,500          1,413            1,413
                                                                                  -----------    -------------

Ending shares                                                                       5,616,895        5,616,895
                                                                                  ===========    =============

Net Earnings                                                                      $   735,396    $     735,396
                                                                                  ===========    =============

Net Earnings Per Share                                                            $      0.13    $        0.13
                                                                                  ===========    =============
</TABLE>

                                                                  EXHIBIT 11.2
                                
                                
                      NATURAL ALTERNATIVES INTERNATIONAL, INC.
                                
                  STATEMENT RE: COMPUTATION OF PER SHARE EARNINGS
                                    (unaudited)
                                
                     For the Six Months Ended December 31, 1995
                                

<TABLE>
<CAPTION>
<S>                                    <C>        <C>       <C>     <C>          <C>           <C>
                                                                                  Primary      Fully Diluted
                                                             Days                Weighted      Weighted
                                                             Out-                Average       Average
                                                            stand-               Shares        Shares
                                       From       To         ing     Shares      Outsdanding   Outstanding
                                       --------   --------  ------   ---------   -----------   -------------
Beginning shares                       07/01/95   12/31/95     184   5,257,875     5,257,875       5,257,875

Dilutive effect of common
  stock equivalents:
                                
  At average price per share           07/01/95   12/31/95     184   1,001,000       301,472         301,472
                                
  At closing price per share                                                             n/a             n/a

  Exercise of employee stock options   08/21/95   12/31/95     132       1,500         1,076           1,076

  Exercise of employee stock options   09/19/95   12/31/95     103      20,500        11,476          11,476

  Exercise of employee stock options   11/09/95   12/31/95      53      15,000         4,321           4,321

  Exercise of employee stock options   11/10/95   12/31/95      52       2,500           707             707
                                                                                   ---------    ------------

  Ending shares                                                                    5,576,927       5,576,927
                                                                                   =========    ============

  Net Earnings                                                                   $ 1,324,286    $  1,324,286
                                                                                 ===========    ============
 
  Net Earnings Per Share                                                         $      0.24    $       0.24
</TABLE>

<TABLE> <S> <C>

<ARTICLE> 5
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          JUN-30-1996
<PERIOD-END>                               DEC-31-1995
<CASH>                                       2,471,195
<SECURITIES>                                         0
<RECEIVABLES>                                4,491,826
<ALLOWANCES>                                   206,000
<INVENTORY>                                  6,859,086
<CURRENT-ASSETS>                            14,932,431
<PP&E>                                      10,233,850
<DEPRECIATION>                               4,093,000
<TOTAL-ASSETS>                              21,584,767
<CURRENT-LIABILITIES>                        5,422,669
<BONDS>                                              0
<COMMON>                                        52,974
                                0
                                          0
<OTHER-SE>                                  14,828,234
<TOTAL-LIABILITY-AND-EQUITY>                14,881,208
<SALES>                                     11,753,954
<TOTAL-REVENUES>                            11,753,954
<CGS>                                        8,853,416
<TOTAL-COSTS>                                8,853,416
<OTHER-EXPENSES>                                12,500
<LOSS-PROVISION>                               199,203
<INTEREST-EXPENSE>                              39,373
<INCOME-PRETAX>                              1,209,396
<INCOME-TAX>                                   474,000
<INCOME-CONTINUING>                            735,396
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   735,396
<EPS-PRIMARY>                                      .13
<EPS-DILUTED>                                      .13
        

</TABLE>


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