SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13D/A

                   UNDER THE SECURITIES EXCHANGE ACT OF 1934

                               (Amendment No. 2)*


NAME OF ISSUER:  NATURADE, INC.

TITLE OF CLASS OF SECURITIES:   Common Stock

CUSIP NUMBER:  638910307000


NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO
RECEIVE NOTICES AND COMMUNICATIONS:

     Natalie I. Koether, Esq., Rosenman & Colin
     211 Pennbrook Road, P. O. Box 97
     Far Hills, New Jersey 07931                 (908) 766-4101

DATE OF EVENT WHICH REQUIRES FILING:    February 3, 1997


If the filing person has previously  filed a statement on Schedule 13G to report
the  acquisition  which is the subject of this  Schedule 13D, and is filing this
schedule because of Rule 13d-1 (b)(3) or (4), check the following: ________

     Check the following if a fee is being paid with the statement:     . (A fee
is not required only if the reporting  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.)

     Note: Six copies of this statement, including all exhibits, should be filed
with the  Commission.  See Rule 13d-1(a) for other parties to whom copies are to
be sent.

*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
disclosures provided in a prior cover page.

The  information  required on the remainder of this cover 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).

                         (Continued on following pages)






CUSIP NO.:   638910307000


1.       NAME OF REPORTING PERSON:   Pure World, Inc.

2.       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
         (a)      (b)   XX

3.       [SEC USE ONLY]

4.       SOURCE OF FUNDS:  WC

5.       CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
         PURSUANT TO ITEMS 2(d) OR 2(e):   YES          NO   XX

6.       CITIZENSHIP OR PLACE OF ORGANIZATION:   Delaware

7.       SOLE VOTING POWER:   254,292

8.       SHARED VOTING POWER: 

9.       SOLE DISPOSITIVE POWER:  254,292

10.      SHARED DISPOSITIVE POWER:

11.      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
         PERSON:   254,292

12.      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
         CERTAIN SHARES:   YES           NO   XX

13.      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):   9.81%

14.      TYPE OF REPORTING PERSON:   CO







Item 1.  SECURITY AND ISSUER

     This Amendment No. 2 relates to the Schedule 13D filed on December 13, 1996
in connection with the ownership by Pure World, Inc. ("Pure World") of shares of
common  stock,  par value  $.0001  per share  ("Shares"),  and Class B  Warrants
("Warrants"),  of  Naturade,  Inc.,  a Delaware  corporation  ("Naturade").  The
capitalized terms used in this Amendment,  unless otherwise defined,  shall have
the same meaning as in the original Schedule 13D.


Item 3.  SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

     Item 3 is hereby amended by the addition of the following:

     Since the date of the last filing,  Pure World has  acquired an  additional
29,000 Shares at an aggregate purchase price of $89,097.50. Amounts paid include
brokerage commissions,  if any. Pure World purchased the Shares with its working
capital.

     Item 5.  INTEREST  IN  SECURITIES  OF THE ISSUER.

     (a)  As  of  the  close  of  business  on  February  3,  1997,  Pure  World
beneficially owned 253,293 Shares and 999 Class B Warrants representing in total
9.81% of Shares  reported  as  outstanding  in the  Company's  Form 10-K for the
period ended September 30, 1996.



     (b) The  information  presented in Items 7 through 10 of the cover sheet to
this Amendment are incorporated herein by reference.

     (c)  Exhibit C annexed  hereto  sets forth all  transactions  in Shares and
Warrants  effected  by Pure World in the sixty days  preceding  the date of this
Statement,  the dates of such transactions,  and the per Share/Warrant  purchase
price. The transactions reported herein,  unless otherwise indicated,  were open
market transactions effected in the over-the-counter market.

     Item 7.  MATERIAL TO BE FILED AS EXHIBITS.

          Exhibit C -  Transactions in Shares/Warrants for the past 60 days not
                       previously reported










                                   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.


Dated: February 4, 1997


                                   PURE WORLD, INC.

                                   

                                   By:  /s/ John W. Galuchie, Jr.
                                      --------------------------------
                                      John W. Galuchie, Jr.
                                      Executive Vice President







                                   EXHIBIT C

  Transactions in Shares/Warrants for the Past 60 Days Not Previously Reported




                                                         
                                NUMBER OF                          PRICE
  DATE                  SHARES/WARRANTS PURCHASED            PER SHARE/WARRANT*
- --------           -----------------------------------       ------------------  

Shares:
- ------- 
01/31/97             14,000                                    $3.00 
02/03/97             15,000                                     3.0625



Class B Warrants:
- ----------------
None




*   Exclusive of brokerage commissions.