UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


WASHINGTON, D.C. 20549







FORM 10-Q/A


Amendment No. 1





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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended August 31, 2009 ̈
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from ____ to ____.Commission file number:001-14608









SCHIFF NUTRITION INTERNATIONAL, INC.


(Exact name of registrant as specified in its charter)





Delaware

87-0563574(State or other jurisdiction

of incorporation or organization)

(I.R.S. Employer

Identification No.)2002 South 5070 West

Salt Lake City, Utah

84104-4726(Address of principal

executive offices)

(Zip Code)





(801) 975-5000


(Registrant’s telephone number, including area code)





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 þ  No q





Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes q  No q





Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and "smaller reporting company" in Rule 12b-2 of the Exchange Act.





Large Accelerated Filer q                                                                                               Accelerated Filer q


Non-Accelerated Filer q(Do not check if a smaller reporting company)                   Smaller reporting company þ





Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes q  No þ




As of October 6, 2009 the registrant had outstanding 12,742,734 shares of Class A common stock and 14,973,148 shares of Class B common stock.







EXPLANATORY NOTE





We are filing this Form 10-Q/A Amendment No. 1 to correct an inadvertent error in the content of Exhibits 31.1 and 31.2 to our Quarterly Report on Form 10-Q for the quarterly period ended August 31, 2009 as filed on October 8, 2010.No other part of the originally filed Form 10-Q is being amended hereby, and this amendment does not reflect events that have occurred after the filing of the Form 10-Q on October 8, 2010.





ITEM 6. EXHIBITS





31.1.
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act.31.2.
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act.32.1.
Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act (previously furnished).





SIGNATURES





Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report 10-Q/A Amendment No. 1 to be signed on its behalf by the undersigned thereunto duly authorized.








SCHIFF NUTRITION INTERNATIONAL, INC.





Date: June 18, 2010
By:
/s/Bruce J. WoodBruce J. WoodPresident, Chief Executive Officer and Director








Date: June 18, 2010
By:
/s/Joseph W. BatyJoseph W. BatyExecutive Vice President and Chief Financial Officer