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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)*
Nutrition For Life International, Inc.
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
670615202
(CUSIP Number)
Check the following box if a fee is being paid with this statement [ ].
(A fee is not required only if the filing person: (1) has a previous statement
on file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1: and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7).
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Jana Mitcham
2. CHECK THE APPRPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
5. SOLE VOTING POWER
394,750
6. SHARED VOTING POWER
NUMBER OF
SHARES 23,954
BENEFICIALLY
OWNED BY
EACH 7. SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH 394,750
8. SHARED DISPOSITIVE POWER
23,954
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
418,704
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10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.0
12. TYPE OF REPORTING PERSON*
IN
* SEE INSTRUCTION BEFORE FILLING OUT!
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SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
Schedule 13G
Under the Securities Exchange Act of 1934
Amendment No. 2
Item 1(a) NAME OF ISSUER:
Nutrition For Life International, Inc.
Item 1(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
9101 Jameel, Suite 180, Houston, Texas 77040
Item 2(a) NAME OF PERSON(s) FILING:
Jana Mitcham
Item 2(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE:
9101 Jameel, Suite 180, Houston, Texas 77040
Item 2(c) CITIZENSHIP:
U.S.A.
Item 2(d) TITLE OF CLASS OF SECURITIES:
Common stock, $.01 par value
Item 2(e) CUSIP NUMBER:
670615202
Item 3 THE PERSON(s) FILING IS(ARE):
Not applicable.
Item 4 OWNERSHIP:
See Items 5 through 9 and 11 on the cover page (page 2). 15,554 of the
shares over which Mrs. Mitcham is reported to share voting and dispositive
power are held of record by Mrs. Mitcham's husband (4,000) and adult
daughter (11,554) and 8,400 of the shares
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underlie options granted to Mrs. Mitcham's husband. Although Mrs. Mitcham
is reporting the 23,954 shares in this Schedule 13G, Mrs. Mitcham disclaims
beneficial ownership of these shares and the filing of this Schedule 13G
shall not be construed as an admission that Mrs. Mitcham is the beneficial
owner of the shares owned by her husband and daughter. 118,400 of the
shares are shares underlying stock options and warrants owned by Mrs.
Mitcham, but which have not been exercised.
Item 5: OWNERSHIP OF 5% OR LESS OF A CLASS:
Not applicable.
Item 6. OWNERSHIP OF MORE THAN 5% ON BEHALF OF ANOTHER PERSON:
Not Applicable.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
Not applicable.
Item 8: IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:
Not applicable.
Item 9: NOTICE OF DISSOLUTION OF THE GROUP:
Not applicable
ITEM 10: CERTIFICATION:
Not applicable
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
DATE: February 17, 1998
SIGNATURE: /s/ Jana Mitcham
Name/Title: Jana Mitcham
