SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                -----------------

                                    FORM 8-K

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934


                         Date of Report: March 26, 1998
                        (Date of earliest event reported)


                           NU SKIN ASIA PACIFIC, INC.
             (Exact name of Registrant as specified in its charter)




Delaware                            1-12421                       87-0565309
(State or other                   (Commission                  (I.R.S. Employer
jurisdiction of                   File Number)               Identification No.)
incorporation)



75 West Center Street, Provo, Utah                                         84601
(Address of principal executive offices)                              (Zip Code)



Registrant's telephone number, including area code:               (801) 345-6100
                                                                  --------------



         (Former name or former address, if changed since last report.)

                    The Index to Exhibits appears on page 5.







Item 2.  Acquisition or Disposition of Assets.

        On March 26, 1998,  Nu Skin Asia Pacific,  Inc., a Delaware  corporation
("NSAP") completed the previously announced  acquisition of the capital stock of
Nu Skin International,  Inc., a Utah corporation  ("NSI"),  its primary supplier
and the owner of rights to the  worldwide Nu Skin  distributor  network,  the Nu
Skin product  formulas and  trademarks  and the rights to future  markets for Nu
Skin  products  worldwide.  In addition,  NSAP acquired the capital stock of NSI
affiliates  operating in Europe,  South  America,  Australia and New Zealand and
certain  other NSI  affiliates,  including  Nu Skin  Europe,  Inc.,  a  Delaware
corporation;  Nu Skin U.K., Ltd., a United Kingdom corporation,  domesticated in
Delaware  under the name Nu Skin U.K.,  Inc.;  Nu Skin  Germany,  GmbH, a German
corporation,  domesticated in Delaware under the name Nu Skin Germany,  Inc.; Nu
Skin France, SARL, a French corporation, domesticated in Delaware under the name
Nu Skin France,  Inc.; Nu Skin  Netherlands,  B.V., a  Netherlands  corporation,
domesticated  in  Delaware  under the name Nu Skin  Netherlands,  Inc.;  Nu Skin
Italy, (SRL.), an Italian  corporation,  domesticated in Delaware under the name
Nu Skin Italy, Inc.; Nu Skin Spain, S.L., a Spanish corporation, domesticated in
Delaware  under the name Nu Skin Spain,  Inc.; Nu Skin Belgium,  N.V., a Belgium
corporation,  domesticated in Delaware under the name Nu Skin Belgium,  Inc.; Nu
Skin Personal Care  Australia,  Inc., a Utah  corporation;  Nu Skin New Zealand,
Inc.,  a Utah  corporation;  Nu Skin  Brazil,  Ltda.,  a Brazilian  corporation,
domesticated in Delaware under the name Nu Skin Brazil, Inc.; Nu Skin Argentina,
Inc.,  a  Utah  corporation;   Nu  Skin  Chile,  S.A.,  a  Chilean  corporation,
domesticated  in  Delaware  under the name Nu Skin Chile,  Inc.;  Nu Skin Poland
Spa.,  a Polish  corporation,  domesticated  in Delaware  under the name Nu Skin
Poland, Inc.; Nu Skin International  Management Group, Inc., a Utah corporation;
and Cedar Meadows, L.C. (together with NSI, the "Acquired Entities").

        The  initial  consideration  paid  by NSAP  to the  stockholders  of the
Acquired  Entities (the "NSI  Stockholders")  consisted of 2,986,663 shares of a
newly  created  series  of  preferred  stock of NSAP (the  "Series  A  Preferred
Stock").  Contingent upon NSI and NSAP meeting certain  earnings growth targets,
NSAP may pay up to $100  million in cash (up to $25 million per year) to the NSI
Stockholders over the next four years. In connection with the acquisition,  NSAP
also will  assume  the  liabilities  of the  Acquired  Entities,  including  the
obligation to repay  approximately  $156 million  principal amount of promissory
notes  (the  "S  Distribution   Notes")   previously   distributed  to  the  NSI
Stockholders for payment of earned and  undistributed S corporation  earnings in
the Acquired  Entities.  The S Distribution  Notes bear interest at 8% per annum
and mature on December 31, 2004.






        The shares of Series A Preferred Stock will be  automatically  converted
on a  one-to-one  basis,  subject to  adjustment,  into shares of Class A Common
Stock of NSAP if  stockholder  approval for such  conversion  is obtained.  NSAP
intends to seek approval for  conversion at its next annual  meeting,  scheduled
for May 5, 1998. If stockholder approval for conversion is not received prior to
September 30, 1998, NSAP may, at its option, redeem the Series A Preferred Stock
at a  redemption  price  per share  equal to the  lesser  of (i)  $14.0625  (the
"Preference Value") or (ii) 60% of average of the last sales prices per share of
the Class A Common  Stock of the Company on the New York Stock  Exchange for the
20  consecutive  trading  days  ending on the  trading  day five days  prior the
redemption  date.  The  redemption  price  would be  payable  25% in cash on the
redemption  date and the remaining 75% in equal  installments on the anniversary
of the redemption  date in each of the three  succeeding  years.  If stockholder
approval for  conversion is not received prior to September 30, 1998, the Series
A Preferred  Stock will also be entitled to cumulative  dividends at the rate of
7% of the  Preference  Value per share per  annum,  payable  quarterly.  If such
dividends  become  in  arrears  in an  amount  equal to at least  six  quarterly
dividends,  holders of the Series A Preferred Stock will have the right to elect
two new directors,  provided that such right will terminate when all accrued and
unpaid  dividends are paid. The shares of Series A Preferred  Stock are entitled
to a liquidation preference equal to the Preference Value per share.

        Several of the NSI Stockholders  were at the time of the acquisition and
continue  to be  significant  holders  of the  Class A Common  Stock of NSAP and
collectively  the  NSI  Stockholders  held  and  continue  to  hold  all  of the
outstanding shares of the Class B Common Stock of NSAP. In addition,  several of
the NSI  Stockholders  were at the time of the  acquisition  and  continue to be
directors  and/or  officers of NSAP. The  acquisition  was approved by a special
committee of NSAP's board of directors consisting solely of members of the board
who were not NSI Stockholders.

Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.

        (a)    Financial Statements of Businesses Acquired.

               Financial  statements  for  the  Acquired  Entities  required  in
               connection with the acquisition of the Acquired  Entities will be
               filed by amendment within 60 days of the filing of this Report on
               Form 8-K.

        (b)    Pro Forma Financial Information.

               Pro forma financial  information  required in connection with the
               acquisition  of the Acquired  Entities will be filed by amendment
               within 60 days of the filing of this Report on Form 8-K.

        (c)    Exhibits.






               2.1    Stock Acquisition  Agreement dated as of February 27, 1998
                      among Nu Skin Asia Pacific,  Inc. and the NSI Stockholders
                      (incorporated  by  reference  to Exhibit 2.1 of the Annual
                      Report on Form 10-K filed by Nu Skin Asia Pacific, Inc. on
                      March  13,   1998  with  the   Securities   and   Exchange
                      Commission).


                                   SIGNATURES:

        Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized on the date indicated.


                                            NU SKIN ASIA PACIFIC, INC.
                                                   (Registrant)


                                            By:  /s/ M. Truman Hunt
                                                 M. Truman Hunt
                                                 Vice President of Legal Affairs
                                                 and Investor Relations

Dated: March 31, 1998





                                INDEX TO EXHIBITS


Exhibit Description

2.1            Stock  Acquisition  Agreement dated as of February 27, 1998 among
               Nu Skin Asia Pacific, Inc. and the NSI Stockholders (incorporated
               by  reference  to Exhibit  2.1 of the Annual  Report on Form 10-K
               filed by Nu Skin Asia  Pacific,  Inc.  on March 13, 1998 with the
               Securities and Exchange Commission).