10-K/A

   1

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-K/A
                                (Amendment No.1)

                Annual Report Pursuant to Section 13 or 15(d) of
                       The Securities Exchange Act of 1934

     For the fiscal year ended JUNE 30, 1998 Commission file number 0-15701


                    NATURAL ALTERNATIVES INTERNATIONAL, INC.



Incorporated in Delaware                                              84-1007839
1185 Linda Vista Drive, San Marcos, California 92069            (I.R.S. Employer
(760) 744-7340                                               Identification No.)




           Securities registered pursuant to Section 12(b) of the Act:


              Common Stock - $.01 par value    Nasdaq Stock Market


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 [ ]


Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]



The aggregate market value of 4,499,485 shares of voting stock held by
non-affiliates (assuming for this purpose that all officers and directors, and
affiliates of directors, are affiliates) of the Registrant was approximately
$62,151,000 based on the closing sale price as of September 25, 1998.

At September 25, 1998, the Registrant had outstanding 5,887,375 shares of Common
Stock, $.01 par value.

                       Documents Incorporated by Reference

                                      NONE



   2

                              EXPLANATORY STATEMENT


This Amendment No. 1 to the Annual Report on Form 10-K for Natural Alternatives
International, Inc. (the "Company") for the fiscal year ended June 30, 1998 is
being filed to amend Item 14 (2) (a) by adding as Exhibits, certain restated
financial data schedules.

As reported in the Company's Annual Report on Form 10-K for the fiscal year
ended June 30, 1998, the Company was required to adopt, in the second quarter of
fiscal 1998, Statement of Financial Accounting Standards No. 128, "Earnings Per
Share" ("SFAS 128"). SFAS 128 requires the presentation of basic earnings per
share, computed using the weighted average number of shares outstanding during
the period, and diluted earnings per share, computed using the additional
dilutive effect of all dilutive securities. The dilutive impact of stock options
and warrants account for the additional weighted average shares of common stock
outstanding for the Company's diluted earnings per share computation. All prior
periods were restated to conform with the provisions of SFAS 128 in the
Company's Annual Report on Form 10-K, but restated financial data schedules were
not included for such annual periods and subsequent interim periods. Such
restated financial data schedules are now being filed pursuant to this Amendment
No. 1.



                                     PART IV


ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

2. (b)   EXHIBITS

         Exhibit 23*       Re: Consent of KPMG Peat Marwick LLP

         Exhibit 27*       Financial Data Schedule

         Exhibit 27.1**    Restated - Financial Data Schedule for the
                           Fiscal Years Ended June 30, 1997 and 1996.

         Exhibit 27.2**    Restated - Financial Data Schedule for the
                           Nine Months Ended March 31, 1997.

         Exhibit 27.3**    Restated - Financial Data Schedule for the
                           Six Months Ended December 31, 1996.




*        Previously filed as part of the Company's Annual Report on Form 10-K
         filed with the Securities and Exchange Commission on September 28,
         1998.

**       Filed herein



   3

                                   SIGNATURES


Pursuant to the requirements of Section 13 or 15(d) 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.


                    NATURAL ALTERNATIVES INTERNATIONAL, INC.
                                  (Registrant)


Date: October 14, 1998   By:                  Mark A. Ledoux
                            ----------------------------------------------------
                                (Mark A. LeDoux, Chief Executive Officer)


Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.




              Signature                                   Title                           Date
              ---------                                   -----                           ----

                                                                               

           Marie A. LeDoux                      Chairperson of the Board,            October 14, 1998
           ---------------                       Secretary, and Director
          (Marie A. LeDoux)



           Mark A. LeDoux                                 Chief                      October 14, 1998
           --------------                         Executive Officer and
          (Mark A. LeDoux)                               Director    



         William P. Spencer                        President, and Chief              October 14, 1998
         ------------------                         Operating Officer,        
        (William P. Spencer)                     and Treasurer, and Chief     
                                               Financial Officer, and Chief   
                                                  Accounting Officer, and     
                                                         Director             
                                               


          William R. Kellas                              Director                    October 14, 1998
          -----------------
         (William R. Kellas)


           Lee G. Weldon                                 Director                    October 14, 1998
           -------------
          (Lee G. Weldon)




   4

                                  EXHIBIT LIST

                        
         Exhibit 23*       Re: Consent of KPMG Peat Marwick LLP

         Exhibit 27*       Financial Data Schedule

         Exhibit 27.1**    Restated - Financial Data Schedule for the
                           Fiscal Years Ended June 30, 1997 and 1996.

         Exhibit 27.2**    Restated - Financial Data Schedule for the
                           Nine Months Ended March 31, 1997.

         Exhibit 27.3**    Restated - Financial Data Schedule for the
                           Six Months Ended December 31, 1996.






*        Previously filed as part of the Company's Annual Report on Form 10-K
         filed with the Securities and Exchange Commission on September 28,
         1998.

**       Filed herein

EX-27.1

 

<ARTICLE> 5
<LEGEND>
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE AUDITED
CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED JUNE 30, AND IS QUALIFIED
IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.

 
       
                                                  
<PERIOD-TYPE>                   YEAR                   YEAR
<FISCAL-YEAR-END>                          JUN-30-1997             JUN-30-1996
<PERIOD-START>                             JUL-01-1996             JUL-01-1995
<PERIOD-END>                               JUN-30-1997             JUN-30-1996
<CASH>                                       3,469,739               1,887,427
<SECURITIES>                                         0                       0
<RECEIVABLES>                                6,990,121               5,958,694
<ALLOWANCES>                                 1,006,000                 319,000
<INVENTORY>                                  5,690,850               6,399,592
<CURRENT-ASSETS>                            18,857,979              15,710,135
<PP&E>                                      14,105,243              11,919,718
<DEPRECIATION>                               5,845,538               4,641,640
<TOTAL-ASSETS>                              27,729,175              23,561,191
<CURRENT-LIABILITIES>                        7,418,790               4,719,685
<BONDS>                                      1,100,285               1,276,118
<PREFERRED-MANDATORY>                                0                       0
<PREFERRED>                                          0                       0
<COMMON>                                        54,298                  53,519
<OTHER-SE>                                  18,645,189              17,106,067
<TOTAL-LIABILITY-AND-EQUITY>                27,729,175              23,561,191
<SALES>                                     49,444,221              47,621,804
<TOTAL-REVENUES>                            49,444,221              47,621,804
<CGS>                                       39,019,224              35,182,059
<TOTAL-COSTS>                               47,629,149              42,358,428
<OTHER-EXPENSES>                                     0                       0
<LOSS-PROVISION>                               725,000                 391,162
<INTEREST-EXPENSE>                             147,373                 190,850
<INCOME-PRETAX>                              1,839,920               5,207,317
<INCOME-TAX>                                   720,000               1,985,000
<INCOME-CONTINUING>                          1,119,920               3,222,317
<DISCONTINUED>                                       0                       0
<EXTRAORDINARY>                                      0                       0
<CHANGES>                                            0                       0
<NET-INCOME>                                 1,119,920               3,222,317
<EPS-PRIMARY>                                     0.21<F1>                0.61
<EPS-DILUTED>                                     0.20                    0.58
<FN>
RESTATED PURSUANT TO REGULATION S-K, ITEM 601(c), TO CONFORM TO FASB NO. 128.
<F1>"EPS-PRIMARY" DENOTES BASIC EPS.

        

 

EX-27.2

 

<ARTICLE> 5
<LEGEND>
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE UNAUDITED
CONSOLIDATED FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED MARCH 31, 1997, AND
IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.

 
       
                             
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          JUN-30-1997
<PERIOD-START>                             JUL-01-1996
<PERIOD-END>                               MAR-31-1997
<CASH>                                       3,280,994
<SECURITIES>                                         0
<RECEIVABLES>                                5,254,316
<ALLOWANCES>                                   436,000
<INVENTORY>                                  8,963,616
<CURRENT-ASSETS>                            18,789,276
<PP&E>                                      13,487,896
<DEPRECIATION>                               5,547,040
<TOTAL-ASSETS>                              27,632,989
<CURRENT-LIABILITIES>                        6,304,024
<BONDS>                                      1,139,633
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                          0
<COMMON>                                        54,089
<OTHER-SE>                                  19,748,821
<TOTAL-LIABILITY-AND-EQUITY>                27,632,989
<SALES>                                     35,473,581
<TOTAL-REVENUES>                            35,473,581
<CGS>                                       26,130,920
<TOTAL-COSTS>                                5,508,856
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                15,000
<INTEREST-EXPENSE>                             127,334
<INCOME-PRETAX>                              3,840,302
<INCOME-TAX>                                 1,530,000
<INCOME-CONTINUING>                          2,310,302
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                 2,310,302
<EPS-PRIMARY>                                      .43
<EPS-DILUTED>                                      .41
<FN>
RESTATED PURSUANT TO REGULATION S-K, ITEM 601(c), TO CONFORM TO FASB NO. 128.
<F1>"EPS-PRIMARY" DENOTES BASIC EPS

        

 

EX-27.3

 

<ARTICLE> 5
<LEGEND>
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE UNAUDITED
CONSOLIDATED FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED DECEMBER 31, 1996,
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.

 
       
                             
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          JUN-30-1997
<PERIOD-START>                             JUL-01-1996
<PERIOD-END>                               DEC-31-1996
<CASH>                                       3,483,474
<SECURITIES>                                         0
<RECEIVABLES>                                5,950,909
<ALLOWANCES>                                   408,000
<INVENTORY>                                  6,924,523
<CURRENT-ASSETS>                            18,079,579
<PP&E>                                      12,914,656
<DEPRECIATION>                               5,229,348
<TOTAL-ASSETS>                              26,642,601
<CURRENT-LIABILITIES>                        5,935,518
<BONDS>                                      1,177,748
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                          0
<COMMON>                                        53,919
<OTHER-SE>                                  19,081,804
<TOTAL-LIABILITY-AND-EQUITY>                26,642,601
<SALES>                                     24,067,255
<TOTAL-REVENUES>                            24,067,255
<CGS>                                       17,590,661
<TOTAL-COSTS>                                3,571,529
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                30,000
<INTEREST-EXPENSE>                              77,102
<INCOME-PRETAX>                              2,903,665
<INCOME-TAX>                                 1,154,000
<INCOME-CONTINUING>                          1,749,665
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                 1,749,665
<EPS-PRIMARY>                                      .33
<EPS-DILUTED>                                      .31
<FN>
RESTATED PURSUANT TO REGULATION S-K, ITEM 601(c), TO CONFORM TO FASB NO. 128.
<F1>"EPS-PRIMARY" DENOTES BASIC EPS