SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14D-9

(RULE 14d-101)

SOLICITATION/RECOMMENDATION STATEMENT

Under

SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

PURE WORLD, INC.

(Name of subject company)

PURE WORLD, INC.

(Name of person filing statement)

COMMON STOCK

(Title of class of securities)

74622C106

(CUSIP Number of class of securities)

Sue Ann Merrill

Chief Financial Officer

Pure World, Inc.

376 Main Street, P.O. Box 74

Bedminster, New Jersey 07921

(908) 234-9220

(Name, address and telephone number of person authorized to receive

notices and communications on behalf of the person filing statement)

Copy to:

Guy P. Lander

Davies Ward Phillips & Vineberg LLP

625 Madison Avenue, 12th Floor

New York, New York 10022

(212) 588-5500

o Check the box if the filing relates solely to preliminary communications

made before the commencement of a tender offer.

Pure World, Inc., a Delaware corporation (the “Company” or “Pure World”), hereby amends and supplements its Solicitation/Recommendation Statement on Schedule 14D-9 (the “Schedule”), initially filed with the Securities and Exchange Commission on June 17, 2005, with respect to the cash tender offer by Naturex Acquisition Corp., a newly formed Delaware corporation (“Purchaser”) and a wholly owned subsidiary of Naturex S.A., a société anonyme organized under the laws of the French Republic (“Parent”), to purchase all of the issued and outstanding shares of common stock, $0.01 par value, of the Company (the “Shares”), not already owned by Parent, Purchaser or any of their affiliates, for an amount equal to $4.30 per Share, net to the seller in cash, without interest thereon (the “Offer Price”), upon the terms and subject to the conditions set forth in the Offer to Purchase, dated June 17, 2005 (the “Offer to Purchase”), and the related Letter of Transmittal (the “Letter of Transmittal”). The Offer to Purchase and the Letter of Transmittal, together with any amendments or supplements thereto, collectively constitute the “Offer.”

Item 3.

Past Contacts, Transactions, Negotiations and Agreements

Item 3 of the Schedule is hereby amended and supplemented by adding the following sentence at the end of the first paragraph under the caption “Consulting Agreement” on page 4 of the Schedule:

“In addition, in accordance with the terms of his employment agreement, Mr. Koether will receive a payment of $645,000 upon termination of that agreement.”

Item 4.

The Solicitation or Recommendation

Item 4 of the Schedule is hereby amended and supplemented by deleting in its entirety the second paragraph on page 7 of the Schedule under the subheading “Background of the Offer; Contacts with Naturex and Other Parties” and replacing it with the following:

“In January 2005, the Board directed Adams Harkness to contact the companies that had previously expressed interest in a possible acquisition of the Company in 2004. The Board’s decision to revive its efforts to sell the Company was based on three factors that it believed made the Company a more attractive acquisition candidate. First, the Company’s financial performance, (i.e., sales and revenues), had dramatically improved in fiscal 2004 compared to fiscal 2003. Second, the price of the Company’s common stock had not increased to reflect the Company’s improved financial results. Last, the continuing increase in the value of the euro against the U.S. dollar was believed to make the Company more attractive to European buyers.

From January through March 2005, Adams Harkness contacted 15 companies, including Naturex and Marco HiTech, a company engaged in the nutritional supplement business. These contacts, and contacts made by the Company, eventually elicited written offers from Naturex, Whitney & Co. LLC (“Whitney”), a prominent private equity fund with holdings in the nutritional supplement industry, and Marco HiTech.”

Item 4 of the Schedule is hereby further amended and supplemented by deleting in its entirety the fourth paragraph on page 7 of the Schedule under the subheading “Background of the Offer; Contacts with Naturex and Other Parties” and replacing it with the following:

“In the first half of March 2005, Adams Harkness provided Canec International and Giuliani Capital Advisors LLC (“Giuliani”), acting on behalf of Naturex, certain information about the Company’s operations and assets. In mid-March 2005, Adams Harkness held a conference call with representatives of Naturex to discuss the Company’s

financial statements, transaction structure and potential meeting dates. Concurrently, Adams Harkness advised the Company that it was continuing discussions with Marco HiTech and two other potential bidders from among the 15 companies it had contacted, and anticipated receiving indications of interest from these companies by April 1, 2005. However, Marco HiTech made only an oral offer of $1.80 to $1.85 per share, based on the market price of the Company’s common stock, and the two other companies did not make offers. Negotiations with all three companies concluded shortly thereafter due to their lack of interest in pursuing an acquisition of the Company.”

Item 4 of the Schedule is hereby further amended and supplemented by deleting in its entirety the second sentence of the second full paragraph on page 8 of the Schedule under the subheading “Background of the Offer; Contacts with Naturex and Other Parties” and replacing it with the following:

“One of those calls was to James Fordyce, a partner of Whitney”.

Item 4 of the Schedule is hereby further amended and supplemented by deleting in its entirety the paragraph on page 12 of the Schedule entitled “Factors for the Recommendation of Our Board of Directors,” and replacing it with the following paragraph to replace the word “factors” with the word “reasons”.

“Reasons for the Recommendation of Our Board of Directors. The Company’s Board of Directors in approving the Merger Agreement and the transactions contemplated by it, including the Offer and the Merger, and recommending that the Company’s stockholders accept the Offer and tender their Shares in the Offer, considered a number reasons including the following:”

Item 4 of the Schedule is hereby further amended and supplemented by adding the following sentences at the end of the paragraph entitled “Potential Conflict of Interest” on page 13 of the Schedule:

“The Board made its determination without regard for those conflicts. Additionally, Mr. Koether did not vote on whether to recommend the transaction to the stockholders.”

Item 4 of the Schedule is hereby further amended and supplemented by deleting in their entirety the paragraphs entitled “Business Reputation” and “Economic Climate” on pages 13 and 14 of the Schedule and replacing them with the following:

“Business Reputation. The Board was favorably impressed with the conduct of Parent’s management throughout the offer process and with the business reputation of Parent and its management.

Economic Climate. The Board believes the current economic climate, including variability in stock prices on the NSCM, to be favorable for recommending the Offer to the Company’s stockholders.”

Item 4 of the Schedule is hereby further amended and supplemented by deleting in its entirety the first paragraph on page 14 of the Schedule and replacing it with the following paragraph to replace the word “factors” with the word “reasons”:

“The preceding discussion of the information and reasons considered and given weight by the Board of Directors is not intended to be exhaustive, although it does set forth all material reasons for the Board’s recommendation. In view of the variety of reasons considered in connection with its evaluation of

the Offer and the Merger, the Board did not assign relative or specific weights to the above reasons or determine that any reason was of special importance. Rather, the Board viewed its position and recommendations as being based on the totality of the information presented to and considered by it. In addition, members of the Board may have assigned different weights to the various reasons described above.”

Item 4 of the Schedule is hereby further amended and supplemented by adding the following to the paragraph entitled “Financial Condition and Prospects of the Company” under the subheading “Factors for the Recommendation of our Board of Directors” on page 12 of the Schedule:

“The Company’s prospects if it remained independent were cloudy. The Company faced increased foreign competition and increased regulatory costs as a result of Sarbanes-Oxley compliance requirements. Additionally, one customer accounted for 50% of the Company’s 2004 revenues and a second customer accounted for an additional 10% of revenues. The loss of either customer would have had a materially adverse effect on the Company’s business. The Company was also substantially dependent on Dr. Qun Yi Zheng, its President, and its management was thin, lacking the management personnel needed to provide sufficient depth. Consequently, the Board believed that the Company needed to be part of a larger organization to survive and prosper.”

Item 9.	Exhibits
	Item 9 is hereby amended and supplemented by the addition of the following Exhibit:
	Exhibit	Description
	(a)(5)(E)	Supplement to Information Statement pursuant to Section 14(f) of the Securities Exchange Act of 1934 and Rule 14f-1 thereunder (attached as and incorporated by reference to Annex A hereto).

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.

PURE WORLD, INC.

By: /s/ Qun Yi Zheng

Name: Qun Yi Zheng

Title: President

Dated: July 12, 2005

ANNEX A

PURE WORLD, INC.

Supplement to

Information Statement Pursuant to

Section 14(f) of the Securities Exchange Act of 1934

and Rule 14f-1 Thereunder

This information statement pursuant to Section 14(f) of the Securities Exchange Act of 1934 and Rule 14f-1 thereunder is hereby amended and supplemented by deleting in its entirety the second paragraph under the caption entitled "Section 16 Beneficial Ownership Reporting Compliance" on page A-5 thereof and replacing it with the following paragraph:

"Based solely on our review of the copies of these forms received by us and representations from certain reporting persons that no other reports were required to be filed, we believe that all of our directors and executive officers complied with the SEC's beneficial ownership reporting requirements for our fiscal year ended December 31, 2004, and our prior fiscal years, except that Dr. Qun Yi Zheng, our President, did not file a Form 3 upon becoming an executive officer in 1998, and did not file either a Form 4 or Form 5 to report his receipt of an employee stock option in each of 2000 (for 100,000 shares), 2001 (for 75,000 shares), and 2002 (for 200,000 shares)."


		625 Madison Avenue 12th Floor New York NY 10022	Tel 212 308 8866 Fax 212 308 0132 www.dwpv.com

July 12, 2005

Guy P. Lander

Dir 212-588-5511

Fax: 212.644.8489

glander@dwpv.com

File No. 114038-205497

Via EDGAR Transmission

and Federal Express

Mr. Daniel F. Duchovny

Attorney-Advisor

Office of Mergers & Acquisitions

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549-3628

Re:

Pure World, Inc.

Schedules 14D-9 filed June 6 and 17, 2005

File No. 005-33973

Dear Mr. Duchovny:

On behalf of Pure World, Inc. (“Pure World”), we enclose for filing under the Securities Exchange Act of 1934, as amended, Amendment No. 1 to the Schedule 14D-9 (the “Schedule”) filed by Pure World on June 17, 2005.

Amendment No. 1 to the Schedule (“Amendment No. 1”) contains revisions that have been made in response to comments received from the staff (the “Staff”) of the Securities and Exchange Commission in their letter dated June 30, 2005. Set forth below are Pure World’s responses to the Staff’s comments. For the convenience of the Staff, we have restated the Staff’s comments, and the number of the responses and headings set forth below correspond to the numbered comments and headings in the letter from the Staff. In addition to responding to the Staff’s comments, Amendment No. 1 incorporates certain changes and additional disclosures that Pure World deems necessary or appropriate. Courtesy copies of this letter, Amendment No. 1 and any materials described herein as being provided supplementally are being submitted to you by overnight delivery.

Page 2

Schedule 14D-9 filed June 6, 2005

We note the statement that Pure World disclaims any obligation to update or revise the information contained in any “forward-looking statements.” This disclaimer is inconsistent with the requirements of General Instruction F of Schedule 14D-9 and your obligations under Rule 14d-6(c) to amend the Schedule to reflect a material change in the information previously disclosed. Please confirm that the company will avoid using this statement in all future tender offer materials.

Pure World will not use this disclosure in any future tender offer materials.

The filing bears an incorrect EDGAR header identification tag. This preliminary communication should have been filed under cover of Schedule 14D-9-C. Please fax a request for this header identification tag to be corrected to the attention of Sylvia Pilkerton in the Office of Edgar and Information Analysis at (202) 772-9216.

We have faxed a letter dated July 6, 2005, to Ms. Pilkerton requesting correction of the header tag for the Schedule 14D-9 filed by Pure World on June 6, 2005. A copy of the letter to Ms. Pilkerton is provided supplementally with this letter.

Schedule 14D-9 filed June 17, 2005

The Solicitation or Recommendation - Background of the Offer, page 6

3.	Please provide us a supplemental copy of any written materials presented by Adams Harkness to your board, including any presented on June 3, 2005.

The requested copies of the written materials presented by Adams Harkness to the Pure World board of directors are provided supplementally with this letter.

In the first full paragraph on page 7, you state that the company publicly announced on June 3, 2004 that it had discontinued its efforts to explore strategic alternatives. In the next paragraph, you disclose that in January 2005, the board directed Adams Harkness to renew its efforts to find an acquirer for the company. Please explain what changed between June 2004 and January 2005 to explain the board’s change of heart.

We have provided disclosure under Item 4 of Amendment No. 1 of the reasons for the board’s decision in January 2005 to revive its efforts to find an acquiror for the Company.

5.	Refer again to the second full paragraph on page 7. Describe the material terms of the three offers received by the company. including the per share

Page 3

value or range of values represented by each. Also, explain what you mean by the statement that Naturex displayed the “strongest interest.” Does this mean Naturex’ offer was the highest?

We have provided revised disclosure under Item 4 of Amendment No. 1 to clarify that offers were eventually received from Naturex and Whitney and to provide the requested information about the third offer. The reference to “strongest interest” has been deleted.

6.	On page 7, fourth .paragraph, explain what happened to the three other potential bidders referenced.

Disclosure has been provided in Item 4 of Amendment No. 1 that these three offers were not pursued by the bidders.

We note that the offer received from Stauber in May 2005 was at a significantly higher per share value than Naturex’ current bid. In light of this fact, please expand to explain why the board chose the Naturex bid as the superior proposal. For example, explain the statement in the first paragraph on page 11 that the company had not received a final bid from Whitney? Why was this determinative, since Whitney’s affiliate’s bid was already higher than Naturex’? We note your reference to “the status of negotiations with Naturex” and its “timely offer,” but these matters do not seem so significant as to preclude pursuit of a higher offer.

Pure World respectfully submits that the requested additional disclosure is not required. Having established a process whereby “best and final bids” were due from Naturex and Whitney on June 3, 2005, as described in the last paragraph on page 9 (carrying over to page 10) of the Schedule, all bids received prior to that date were considered non-binding and subject to completion of due diligence and negotiation of final documents. The failure of Whitney to submit a best and final bid on June 3, 2005, as described in the last paragraph on page 10 (carrying over to page 11) of the Schedule, left the Board with only Naturex’s bid to consider.

The Solicitation or Recommendation - Factors for the Recommendation page 12

You have listed various factors that the board considered in recommending this offer. However, simply listing the factors, without explaining how the board analyzed them, is of limited usefulness to shareholders. For example, how did the economic climate factor into the board’s decision? Provide similar clarification for the other listed factors.

We have revised the subheading to read “Reasons for the Recommendation” and have added disclosure to several of the reasons considered by the Board in recommending

Page 4

the Naturex offer. Specifically, disclosure has been added under the subheadings “Financial Condition and Prospectus of the Company,” “Potential Conflict of Interest,” “Business Reputation,” and “Economic Climate”.

9.	Please describe briefly the registrant’s “prospects if it were to remain independent.”

Disclosure of the Company’s prospects were it to remain independent has been provided under the caption “Reasons for the Recommendation of our Board of Directors – Financial Condition and Prospects of the Company” in Item 4 of Amendment No. 1.

Additional Information page 12

10.

We note in Annex A (page A-11) that it appears Mr. Koether will receive, in addition to payments for his Pure World securities, a change of control payment under his employment agreement of $645,000. Please tell us what consideration you have given to including this information (and similar information for any other of your directors or executive officers) in this section. It should also be referenced in the discussion of potential conflicts of interest on page 13.

We have provided additional disclosure in Item 3 of Amendment No. 1 concerning the change of control payment to be made to Mr. Koether.

Annex A

11.

We note that you provided the information required by Rule 14f-1 as an annex to the Schedule 14D-9 but did not file it separately on Edgar. Please tell us what consideration you gave to filing the document on Edgar using the header tag “SC14Fl.” Refer to the Edgar Filer Manual, which is available on our website at www.sec.gov.

The Rule 14f-1 statement was attached to the Schedule mailed to Pure World’s stockholders commencing on June 17, 2005. Consequently, Pure World respectfully submits that filing the document separately using the header tag “SC14F1” is not necessary to provide adequate disclosure to its stockholders.

We have amended the section of Annex A entitled “Section 16(a) Beneficial Ownership Reporting Compliance” to reflect that one of Pure World’s officers did not comply with his Section 16(a) reporting requirements during several of Pure World’s prior fiscal years. Dr. Qun Yi Zheng failed to file Section 16(a) reports upon becoming an executive officer and later upon receiving option grants. However, he has neither exercised any of the options nor effected any other transactions in Pure World securities.

Page 5

He has not disposed of any of the securities underlying those options. Corrective filings will be made promptly.

Pure World has directed us to advise you that it acknowledges that:

•	Pure World is responsible for the adequacy and accuracy of the disclosure in the filing;
•	staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and
•	Pure World may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Should you or the Staff have any further comments or questions regarding the foregoing, please do not hesitate to contact the undersigned at (212) 588-5511 or Scott M. Tayne at (212) 588-5520.

Sincerely,

/s/ Guy P. Lander

Guy P. Lander