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**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**WASHINGTON,
      D.C. 20549**










**FORM
      10-Q**





**ý**
            **QUARTERLY
                REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE
                ACT OF
                1934****For
                the quarterly period ended November 30, 2005****q**
            **TRANSITION
                REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                ACT OF
                1934****For
                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)





**Weider
      Nutrition International, Inc.**


(Former
      Name or Former Address, if Changed Since Last Report)





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 ý No q





Indicate
      by check mark whether the Registrant is an accelerated filer (as defined in
      Rule
      12b-2 of the Exchange Act). Yes q No ý





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





The
      number of shares outstanding of the Registrant's Class A and Class B common
      stock is 26,463,076 (as of January 12, 2006).






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**PART
      I. FINANCIAL INFORMATION**





**ITEM
        1.****FINANCIAL
        STATEMENTS**





**SCHIFF
      NUTRITION INTERNATIONAL, INC. AND SUBSIDIARIES**


**CONDENSED
      CONSOLIDATED BALANCE SHEETS**


**(in
      thousands, except share data)**




November
                30, 2005
            
            May
                31,
              2005(unaudited)**ASSETS**Current
                assets:Cash
                and cash equivalents
            
            $
            24,275
            
            $
            11,358Investment
                securities
            
            
            29,075
            
            
            24,212Receivables,
                net
            
            
            15,382
            
            
            29,300Inventories
            
            
            24,686
            
            
            32,419Prepaid
                expenses and other
            
            
            3,358
            
            
            4,297Deferred
                taxes, net
            
            
            3,110
            
            
            2,857Total
                current assets
            
            
            99,886
            
            
            104,443Property
                and equipment, net
            
            
            13,058
            
            
            16,714Other
                assets:Goodwill
            
            
            4,346
            
            
            4,346Intangible
                assets, net
            
            
            11
            
            
            23Deposits
                and other assets
            
            
            316
            
            
            1,310Deferred
                taxes, net
            
            
            —
            
            
            1,430Total
                other assets
            
            
            4,673
            
            
            7,109Total
                assets
            
            $
            117,617
            
            $
            128,266**LIABILITIES
                AND STOCKHOLDERS' EQUITY**Current
                liabilities:Accounts
                payable
            
            $
            9,317
            
            $
            16,566Accrued
                expenses
            
            
            9,983
            
            
            13,577Short-term
                debt
            
            
            974
            
            
            3,020Income
                taxes payable
            
            
            —
            
            
            5,268Total
                current liabilities
            
            
            20,274
            
            
            38,431Deferred
                taxes, net
            
            
            673
            
            
            —Commitments
                and contingencies (Note 8)Stockholders'
                equity:Preferred
                stock, par value $.01 per share; shares authorized-10,000,000;
                no shares issued and outstanding
            
            
            —
            
            
            —Class
                A common stock, par value $.01 per share; shares authorized-50,000,000;
                shares issued and outstanding-11,443,678 and
                11,309,910
            
            
            114
            
            
            113Class
                B common stock, par value $.01 per share; shares authorized-25,000,000;
                shares issued and outstanding-14,973,148
            
            
            150
            
            
            150Additional
                paid-in capital
            
            
            87,261
            
            
            86,857Deferred
                compensation costs
            
            
            (239
            )
            
            (366
            )Other
                accumulated comprehensive income
            
            
            —
            
            
            167Retained
                earnings
            
            
            9,384
            
            
            2,914Total
                stockholders' equity
            
            
            96,670
            
            
            89,835Total
                liabilities and stockholders' equity
            
            $
            117,617
            
            $
            128,266






See
      notes to condensed consolidated financial statements.





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**SCHIFF
        NUTRITION INTERNATIONAL, INC. AND SUBSIDIARIES**
 **CONDENSED
        CONSOLIDATED STATEMENTS OF INCOME**
 **(in
        thousands, except share data)**
 **(unaudited)**


Three
                Months EndedNovember
                30,2005
            
            2004Net
                sales
            
            $
            35,456
            
            $
            44,268Cost
                of goods sold
            
            
            24,246
            
            
            28,225Gross
                profit
            
            
            11,210
            
            
            16,043Operating
                expenses:Selling
                and marketing
            
            
            6,060
            
            
            6,142General
                and administrative
            
            
            4,081
            
            
            3,369Research
                and development
            
            
            583
            
            
            911Amortization
                of intangible assets
            
            
            5
            
            
            6Reimbursement
                of import costs
            
            
            (908
            )
            
            —Total
                operating expenses
            
            
            9,821
            
            
            10,428Income
                from operations
            
            
            1,389
            
            
            5,615Other
                income (expense):Interest
                income
            
            
            400
            
            
            80Interest
                expense
            
            
            (38
            )
            
            (47
            )Foreign
                currency translation
            
            
            (36
            )
            
            —Other,
                net
            
            
            (21
            )
            
            (49
            )Total
                other income (expense), net
            
            
            305
            
            
            (16
            )Income
                from continuing operations before income taxes
            
            
            1,694
            
            
            5,599Income
                tax expense
            
            
            89
            
            
            2,155Income
                from continuing operations
            
            
            1,605
            
            
            3,444Income
                (loss) from discontinued operations, net of income taxes
            
            
            (70
            )
            
            20Net
                income
            
            $
            1,535
            
            $
            3,464Weighted
                average shares outstanding:Basic
            
            
            26,244,426
            
            
            25,719,341Diluted
            
            
            26,866,171
            
            
            26,486,673Net
                income per share-basic and diluted:Income
                from continuing operations
            
            $
            0.06
            
            $
            0.13Income
                (loss) from discontinued operations
            
            
            —
            
            
            —Net
                income
            
            $
            0.06
            
            $
            0.13Comprehensive
                income
            
            $
            1,535
            
            $
            3,758








See
      notes to condensed consolidated financial statements.





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**SCHIFF
        NUTRITION INTERNATIONAL, INC. AND SUBSIDIARIES**
 **CONDENSED
        CONSOLIDATED STATEMENTS OF INCOME**
 **(in
        thousands, except share data)**
 **(unaudited)**





Six
                Months EndedNovember
                30,2005
            
            2004Net
                sales
            
            $
            83,473
            
            $
            87,963Cost
                of goods sold
            
            
            59,554
            
            
            55,117Gross
                profit
            
            
            23,919
            
            
            32,846Operating
                expenses:Selling
                and marketing
            
            
            12,076
            
            
            13,357General
                and administrative
            
            
            7,643
            
            
            7,092Research
                and development
            
            
            1,311
            
            
            1,814Amortization
                of intangible assets
            
            
            11
            
            
            13Reimbursement
                of import costs
            
            
            (2,288
            )
            
            —Total
                operating expenses
            
            
            18,753
            
            
            22,276Income
                from operations
            
            
            5,166
            
            
            10,570Other
                income (expense):Interest
                income
            
            
            775
            
            
            97Interest
                expense
            
            
            (76
            )
            
            (182
            )Foreign
                currency translation
            
            
            1,577
            
            
            —Other,
                net
            
            
            (22
            )
            
            (101
            )Total
                other income (expense), net
            
            
            2,254
            
            
            (186
            )Income
                from continuing operations before income taxes
            
            
            7,420
            
            
            10,384Income
                tax expense
            
            
            823
            
            
            3,997Income
                from continuing operations
            
            
            6,597
            
            
            6,387Income
                (loss) from discontinued operations, net of income taxes
            
            
            (127
            )
            
            765Net
                income
            
            $
            6,470
            
            $
            7,152Weighted
                average shares outstanding:Basic
            
            
            26,176,524
            
            
            25,732,544Diluted
            
            
            26,820,312
            
            
            26,525,174Net
                income per share-basic:Income
                from continuing operations
            
            $
            0.25
            
            $
            0.25Income
                (loss) from discontinued operations
            
            
            —
            
            
            0.03Net
                income
            
            $
            0.25
            
            $
            0.28Net
                income per share-diluted:Income
                from continued operations
            
            $
            0.25
            
            $
            0.24Income
                (loss) from discontinued operations
            
            
            (0.01
            )
            
            0.03Net
                Income
            
            $
            0.24
            
            $
            0.27Comprehensive
                income
            
            $
            6,303
            
            $
            7,449







See
      notes to condensed consolidated financial statements.





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**SCHIFF
        NUTRITION INTERNATIONAL, INC. AND SUBSIDIARIES**
 **CONDENSED
        CONSOLIDATED STATEMENTS OF CASH FLOWS**
 **(in
        thousands)**
 **(unaudited)**


Six
                Months EndedNovember
                30,2005
            
            2004Cash
                flows from operating activities:Net
                income
            
            $
            6,470
            
            $
            7,152Adjustments
                to reconcile net income to net cash provided byoperating
                activities:Provision
                for bad debts
            
            
            —
            
            
            (87
            )Deferred
                taxes
            
            
            1,850
            
            
            3,804Depreciation
                and amortization
            
            
            1,483
            
            
            2,662Foreign
                currency translation
            
            
            (1,577
            )
            
            —Amortization
                of financing fees
            
            
            28
            
            
            113Amortization
                of deferred compensation costs
            
            
            82
            
            
            139Other
            
            
            22
            
            
            (23
            )Changes
                in operating assets and liabilities:Receivables
            
            
            299
            
            
            3,614Inventories
            
            
            (309
            )
            
            (8,429
            )Prepaid
                expenses and other
            
            
            (305
            )
            
            145Deposits
                and other assets
            
            
            246
            
            
            25Accounts
                payable
            
            
            826
            
            
            3,333Accrued
                expenses
            
            
            929
            
            
            (2,522
            )Income
                taxes
            
            
            (6,272
            )
            
            1,972Net
                cash provided by operating activities
            
            
            3,772
            
            
            11,898Cash
                flows from investing activities:Purchase
                of property and equipment
            
            
            (918
            )
            
            (1,082
            )Purchase
                of intangibles
            
            
            —
            
            
            (7
            )Proceeds
                from sale of property and equipment and assets held for
                sale
            
            
            3
            
            
            928Proceeds
                from sale of Haleko Unit, net (Note 1)
            
            
            13,683
            
            
            —Purchase
                of investment securities
            
            
            (26,577
            )
            
            —Proceeds
                from sale of investment securities
            
            
            21,714
            
            
            —Collection
                of notes receivable
            
            
            300
            
            
            —Net
                cash provided by (used in) investing activities
            
            
            8,205
            
            
            (161
            )Cash
                flows from financing activities:Issuance
                of common stock from exercise of options
            
            
            593
            
            
            18Acquisition
                and retirement of common stock
            
            
            (143
            )
            
            (108
            )Proceeds
                from debt
            
            
            1,693
            
            
            2,374Payments
                on debt
            
            
            (1,220
            )
            
            (1,635
            )Net
                cash provided by financing activities
            
            
            923
            
            
            649Effect
                of exchange rate changes on cash
            
            
            17
            
            
            278Increase
                in cash and cash equivalents
            
            
            12,917
            
            
            12,664Cash
                and cash equivalents, beginning of period
            
            
            11,358
            
            
            7,449Cash
                and cash equivalents, end of period
            
            $
            24,275
            
            $
            20,113




Supplemental
      Cash Flow Information:


Property
      and equipment additions included in accounts payable were $300 at November
      30,
      2005.







See
      notes to condensed consolidated financial statements.





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**SCHIFF
        NUTRITION INTERNATIONAL, INC. AND SUBSIDIARIES**
 **NOTES
        TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**
 **(in
        thousands, except share data)**
 **(unaudited)**




**1.**
            **BASISOF
                PRESENTATION AND OTHER
                MATTERS**





The
      accompanying unaudited interim condensed consolidated financial statements
      ("interim financial statements") do not include all disclosures provided in
      our
      annual consolidated financial statements. These interim financial statements
      should be read in conjunction with the consolidated financial statements and
      the
      notes thereto contained in our Annual Report on Form 10-K for the year ended
      May
      31, 2005 as filed with the Securities and Exchange Commission. The May 31,
      2005
      consolidated balance sheet, included herein, was derived from audited financial
      statements, but all disclosures required by generally accepted accounting
      principles are not provided in the accompanying footnotes. We are a
      majority-owned subsidiary of Weider Health and Fitness ("WHF").





In
      our opinion, the accompanying interim financial statements contain all material
      adjustments necessary for a fair presentation of our financial position and
      results of operations. Certain prior period amounts have been reclassified
      to
      conform with the current interim period presentation. Results of operations
      and
      cash flows for any interim period are not necessarily indicative of the results
      of operations and cash flows that we may achieve for any other interim period
      or
      for the entire year.





On
      October 28, 2005, we announced the formal name change of the company to Schiff
      Nutrition International, Inc. (previously Weider Nutrition International, Inc.).
      Shareholders approved the name change at our annual meeting held October 25,
      2005.





On
      June 17, 2005, we announced the sale of our Haleko Unit to Atlantic Grupa of
      Zagreb, Croatia and certain of its subsidiaries for approximately $15,089 in
      cash. The transaction included the sale of the capital stock and partnership
      interests of the international subsidiaries that operate the Haleko business.
      In
      connection with the sale, we incurred transaction related costs of approximately
      $687 and relinquished cash of approximately $719. The transaction closed on
      June
      17, 2005, with an effective date of May 1, 2005 (the first day of Haleko's
      fiscal year 2006). The impact of the sale on the fiscal 2006 first quarter
      operating income was not significant.





On
      April 1, 2005, we announced the sale of certain assets of our Active Nutrition
      Unit relating to our Weider branded business domestically and internationally
      to
      Weider Global Nutrition, LLC ("WGN"), a wholly-owned subsidiary of WHF. The
      terms of the transaction provided that we receive cash proceeds of $12,877,
      and
      a note receivable for $1,100 in exchange for assets relating to the domestic
      Weider branded business, including inventory, receivables, and intangible and
      intellectual property, the capital stock of certain of our international
      subsidiaries related to the international Weider branded business (including
      the
      working capital of those subsidiaries), and the assumption of certain associated
      liabilities by WGN. The transaction closed on April 1, 2005, with an effective
      date of March 1, 2005.





In
      connection with the sale of the Weider branded business, the parties also
      entered into two separate agreements (domestic and European) whereby we provide
      certain general and administrative, research and development, and logistics
      services to WGN for an annual fee. The term of the domestic service agreement
      is
      for a one year period, with an option by either party for one additional year.
      The parties have agreed to exercise the option for the second year. In
      connection with the fiscal 2006 first quarter sale of our Haleko Unit, the
      European service agreement was transferred to the purchaser of the Haleko Unit.
      We also received a license to use the Weider name for corporate purposes prior
      to transitioning to the new name for our company.





The
      operating results for our Haleko Unit and Weider branded business are reflected
      as discontinued operations in our condensed consolidated financial statements,
      including the notes thereto. The remaining assets and related operations for
      the
      Active Nutrition Unit, including our Tiger's Milk® and Fi-Bar® brands, have been
      consolidated into our Schiff® Specialty Unit. We believe our remaining Schiff
      Specialty Unit, which consists of the aggregation of several product-based
      operating segments, represents our only reportable segment.





Effective
      August 16, 2002, we issued 640,000 restricted shares of Class A common stock
      to
      certain officers and employees. The aggregate value of these restricted shares
      was approximately $1,038, which we are expensing on a straight-line basis over
      the accompanying five-year vesting period. During the fiscal 2006 second
      quarter, as a result of the termination of certain employees, 8,000 restricted
      shares vested, 16,000 restricted shares were cancelled, and, concurrent with
      the
      vesting, we reacquired (and ultimately retired) 2,612 shares in connection
      with
      the payment of individual income taxes. During the fiscal 2006 first quarter,
      98,200 restricted shares vested and, as a result of the voluntary termination
      of
      an employee, 12,000 restricted shares were cancelled. During the fiscal 2005
      first quarter, 124,600 restricted shares vested. During the fiscal 2006 and
      2005
      first quarters, concurrent with the annual vesting, we reacquired
      (and ultimately retired) 27,201 and 27,406 shares, respectively, from certain
      employees in connection with the payment of individual income taxes. To date,
      of
      the 640,000 restricted shares originally issued, 358,800 shares have vested,
      of
      which 57,219 shares were reacquired (and retired) from certain employees in
      connection with the payment of individual income taxes, 172,400 shares are
      subject to future vesting and 108,800 shares have been cancelled.





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**SCHIFF
        NUTRITION INTERNATIONAL, INC. AND SUBSIDIARIES**
 **NOTES
        TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS *-
        (continued)***
 **(in
        thousands, except share data)**
 **(unaudited)**


At
      May 31, 2005, other accumulated comprehensive income consisted only of foreign
      currency translation adjustments.





We
      disclose the effect of Statement of Financial Accounting Standards ("SFAS")
      No.
      123, "Accounting for Stock-Based Compensation" ("SFAS No. 123") on a proforma
      basis and continue to follow Accounting Principles Board ("APB") Opinion No.
      25,
      "Accounting for Stock Issued to Employees" ("APB Opinion No. 25") (as permitted
      by SFAS No. 123) as it relates to stock based compensation.





Proforma
      information regarding net income and net income per share is required by SFAS
      No. 123, as amended by SFAS No. 148, "Accounting for Stock-Based Compensation
      -
      Transition and Disclosure", and has been determined as if we had accounted
      for
      our employee stock options under the fair-value method of SFAS No. 123. For
      the
      purposes of proforma disclosure, the estimated fair value of the stock options
      is amortized to expense over the options' vesting period. Our proforma net
      income and net income per share are as follows:


Six
                Months EndedNovember
                30,2005
            
            2004Net
                income, as reported
            
            $
            6,470
            
            $
            7,152Deduct
                stock-based employee compensation expense determined under fair-value
                based method, net of related tax effects
            
            
            (152
            )
            
            (213
            )Net
                income, proforma
            
            $
            6,318
            
            $
            6,939Basic
                net income per share, as reported
            
            $
            0.25
            
            $
            0.28Diluted
                net income per share, as reported
            
            
            0.24
            
            
            0.27Basic
                net income per share, proforma
            
            
            0.24
            
            
            0.27Diluted
                net income per share, proforma
            
            
            0.24
            
            
            0.26





**2.** **INVESTMENTSECURITIES**




Investment securities at fair value, which approximates unamortized cost,
      consist of the following:


November
                30, 2005
            
            May
                31,2005State
                and municipality debt securities
            
            $
            18,365
            
            $
            12,112Corporate
                debt securities
            
            
            7,710
            
            
            5,600Corporate
                equity securities
            
            
            3,000
            
            
            6,500$
            29,075
            
            $
            24,212





All
      securities are available for immediate sale. Contractual maturities of debt
      securities are as follows at November 30, 2005:


Less
                    than one year
                
                $
                —One
                    to five years
                
                
                300Over
                    five years
                
                
                25,775$
                26,075








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**SCHIFF
        NUTRITION INTERNATIONAL, INC. AND SUBSIDIARIES**
 **NOTES
        TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -*****(continued)***
 **(in
        thousands, except share data)**
 **(unaudited)**
  **3.** **RECEIVABLES,
        NET**


Receivables,
                  net, consist of the following:November
                  30,
              
              May
                  31,2005
              
              2005Trade
                  accounts
              
              $
              17,700
              
              $
              32,886Income
                  taxes
              
              
              1,057
              
              
              —Income
                  tax refund due from WHF
              
              
              361
              
              
              361Current
                  portion of note receivable due from WGN
              
              
              600
              
              
              600Other
              
              
              227
              
              
              21519,945
              
              
              34,062Less
                  allowances for doubtful accounts, sales returns and
                  discounts
              
              
              (4,563
              )
              
              (4,762
              )Total
              
              $
              15,382
              
              $
              29,300






**4.** **INVENTORIES**


Inventories
                consist of the following:November
                30,
            
            May
                31,2005
            
            2005Raw
                materials
            
            $
            9,717
            
            $
            11,419Work
                in process
            
            
            1,587
            
            
            1,887Finished
                goods
            
            
            13,382
            
            
            19,113Total
            
            $
            24,686
            
            $
            32,419






**5.** **GOODWILLAND
        INTANGIBLE ASSETS, NET**


Goodwill
                and intangible assets, net, consist of the following:November
                30, 2005
            
            May
                31, 2005Gross
                Carrying Amount
            
            Accumul.
                Amortiz.
            
            Net
                Book Value
            
            Gross
                Carrying Amount
            
            Accumul.
                Amortiz.
            
            Net
                Book ValueGoodwill
            
            $
            4,346
            
            $
            —
            
            $
            4,346
            
            $
            4,346
            
            $
            —
            
            $
            4,346Intangible
                assets-patents and trademarks
            
            $
            5,479
            
            $
            (5,468
            )
            $
            11
            
            $
            5,479
            
            $
            (5,456
            )
            $
            23





Estimated
      amortization expense, assuming no changes in our intangible assets, is $23
      for
      fiscal 2006 and zero thereafter.





The
      carrying amount of goodwill did not change during the first six months of fiscal
      2006 or during fiscal 2005.








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 **SCHIFF
        NUTRITION INTERNATIONAL, INC. AND SUBSIDIARIES**
 **NOTES
        TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -*****(continued)***
 **(in
        thousands, except share data)**
 **(unaudited)**


**6.** **ACCRUEDEXPENSES**





Accrued
                expenses consist of the following:November
                30,
            
            May
                31,2005
            
            2005Accrued
                personnel related costs
            
            $
            2,952
            
            $
            4,564Accrued
                promotional costs
            
            
            4,387
            
            
            3,927Other
            
            
            2,644
            
            
            5,086Total
            
            $
            9,983
            
            $
            13,577




**7.** **CONCENTRATIONRISK**





Net
      sales to our two largest customers combined, are significant. As a result of
      recent divestitures (see Note 1), our concentration risk has increased. At
      November 30, 2005, and May 31, 2005, respectively, amounts due from Customer
      A
      represented approximately 40% and 21% and amounts due from Customer B
      represented approximately 28% and 15% of total trade accounts receivable. For
      the six months ended November 30, 2005 and 2004, respectively, Customer A
      accounted for approximately 35% and 40% and Customer B accounted for
      approximately 36% and 32% of total net sales. Net sales of our Schiff Move
      Free®
brand accounted for approximately 47% and 41%, respectively, of total net sales
      for the six months ended November 30, 2005 and 2004.




**8.** **COMMITMENTSAND
        CONTINGENCIES**





In
      November 2004, we were named as a defendant in *Willis
      v. American Body Building Products, Optimum Nutrition, Weider Nutrition et.
      al.* filed in Illinois state court. The lawsuit alleged that consumption of an
      American Body Building brand product containing ephedra caused injuries and
      damages to the plaintiff. We sold the American Body Building brand to Optimum
      Nutrition in July 2002, and tendered the matter to Optimum Nutrition under
      the
      indemnification provisions of the related Asset Purchase Agreement. Optimum
      Nutrition initially denied the tender for indemnification, which denial we
      dispute. This matter was not covered by insurance. We contested the allegations
      in the complaint and opposed the lawsuit. In December 2005, we settled our
      portion of the matter with the plaintiff for a nominal amount. In January 2006,
      the court found that the settlement was made in "good faith" by the parties,
      and
      we were dismissed from the case. We continue to seek indemnification from
      Optimum Nutrition.





We
      are currently named as a defendant in one other lawsuit alleging that
      consumption of certain of our discontinued products containing ephedra caused
      or
      contributed to injuries and damages. We dispute the allegations, and are
      opposing the lawsuit. This case is not covered by insurance.





From
      time to time, we are involved in other claims, legal actions and governmental
      proceedings that arise from our business operations. Although ultimate liability
      cannot be determined at the present time, we believe that any liability
      resulting from these matters, if any, after taking into consideration our
      insurance coverage will not have a material adverse effect on our results of
      operations and financial condition. Furthermore, we believe that the estimated
      liability for potential loss recognized in our financial statements is not
      material.





**9.** **RECENTLYISSUED
        ACCOUNTING STANDARDS**





In
      November 2004, the Financial Accounting Standards Board ("FASB") issued SFAS
      No.
      151, "Inventory Costs", ("SFAS No. 151"), which amends the guidance in
      Accounting Research Bulletin No. 43, Chapter 4, "Inventory Pricing", to clarify
      that abnormal amounts of idle facility expense, freight, handling costs and
      wasted material (spoilage) should be recognized as a current-period expense.
      In
      addition, SFAS No. 151 requires that allocation of fixed production overheads
      to
      the costs of conversion be based on the normal capacity of the production
      facilities. The inventory costing provisions of SFAS No. 151 are effective
      for
      inventory costs incurred during fiscal years beginning after June 15, 2005.
      We
      do not believe that the adoption of SFAS No. 151 will have a material impact
      on
      our results of operations and financial condition.







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 **SCHIFF
        NUTRITION INTERNATIONAL, INC. AND SUBSIDIARIES**
 **NOTES
        TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -*****(continued)***
 **(in
        thousands, except share data)**
 **(unaudited)**


In
      December 2004, the FASB issued SFAS No. 123 (revised 2004), "Share-Based
      Payment" ("SFAS No. 123R"), which replaces SFAS No. 123, and supersedes APB
      Opinion No. 25. SFAS No. 123R requires that costs resulting from all share-based
      payment transactions, transactions in which an entity exchanges its equity
      instruments for goods or services, be recognized in the financial statements.
      Costs resulting from all share-based payment transactions will be determined
      by
      applying a fair-value-based measurement method at the date of the grant, with
      limited exceptions. Costs will be recognized over the period in which the goods
      or services are received. The recognition and measurement provisions of SFAS
      No.
      123R are effective for all share-based payment transactions entered into during
      fiscal years beginning after June 15, 2005. We have not determined the impact
      SFAS No. 123R will have on our results of operations and financial
      condition.








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**ITEM2.**
            **MANAGEMENT'S
                DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
                OPERATIONS**





The
      following discussion and analysis should be read in conjunction with the
      condensed consolidated financial statements, including the notes thereto,
      appearing elsewhere in this Quarterly Report on Form 10-Q. We disclaim any
      obligation to update any forward-looking statements whether as a result of
      new
      information, future events or otherwise.





**General**





Schiff
      Nutrition International, Inc. (formerly Weider Nutrition International, Inc.)
      develops, manufactures, markets, distributes and sells branded and private
      label
      vitamins, nutritional supplements and nutrition bars in the United States and
      throughout the world. We offer a broad range of capsules, tablets and nutrition
      bars. Our portfolio of recognized brands, including Schiff and Tiger's Milk,
      primarily consists of specialty supplements, vitamins, minerals and nutrition
      bars, which are primarily marketed through mass market and health food store
      distribution channels.





On
      October 28, 2005, we announced the formal name change of the company to Schiff
      Nutrition International, Inc. (previously Weider Nutrition International, Inc.).
      Shareholders approved the name change at our annual meeting held October 25,
      2005.





During
      fiscal 2005 and continuing into the first half of fiscal 2006, we experienced
      margin volatility due to several factors, including significant raw material
      pricing increases in the joint care category and a continuing strong competitive
      environment for both branded and private label products. During fiscal 2005
      and
      early fiscal 2006, as a result of the raw material pricing volatility and the
      inability to secure acceptable price increases from customers, we discontinued
      certain private label (contract manufacturing) business. During the fiscal
      2006
      second quarter, raw material pricing in the joint care category decreased
      moderately and appears to have stabilized. While we believe the fiscal 2006
      second half gross profit margin may improve from the fiscal 2006 first half,
      we
      anticipate that competitive retail pricing conditions and previous raw material
      purchase commitments will likely prevent near-term return to fiscal 2005 first
      half margin levels.





During
      the first half of fiscal 2006, we continued to provide selling and marketing
      support intended both to defend our Move Free business against competition,
      including private label, and ultimately to increase our market share in the
      joint care product category. During the fiscal 2005 second quarter, we launched
      our Lubriflex 3 TM
      product and supported the introduction with significant selling and marketing
      support, which continued into fiscal 2006. We believe our Move Free and
      Lubriflex 3 net sales for fiscal 2005 and the first half of fiscal 2006 benefited from
      this
      support. At the end of our fiscal 2006 second quarter, we began to ship our
      new
      Move Free Advanced product, which we believe is an improved, more effective
      version of our existing Move Free product. During our fiscal 2006 third quarter,
      we will continue to introduce Move Free Advanced into certain accounts. In
      support of the launch of Move Free Advanced and other new joint care
      initiatives, we expect our selling and marketing support to increase
      significantly in the fiscal 2006 second half, as compared to the fiscal 2006
      first half. Selling and marketing expenses may be low to mid-twenty percent
      of
      net sales for the second half of fiscal 2006.





Due
      to competitive conditions and other factors, we expect branded net sales for
      fiscal 2006 to reflect a modest increase, as compared to fiscal 2005. However,
      primarily due to the discontinuation of certain private label (contract
      manufacturing) business noted above, we expect a modest decrease in overall
      net
      sales.





On
      June 17, 2005, we announced the sale of our Haleko Unit to Atlantic Grupa of
      Zagreb, Croatia and certain of its subsidiaries for approximately $15.1 million
      in cash. The transaction included the sale of the capital stock and partnership
      interests of the international subsidiaries that operate the Haleko business.
      In
      connection with the sale, we incurred transaction related costs of approximately
      $0.7 million and relinquished cash of approximately $0.7 million. The
      transaction closed on June 17, 2005, with an effective date of May 1, 2005
      (the
      first day of Haleko's fiscal year 2006). The impact of the sale on fiscal 2006
      first quarter operating income was not significant.





On
      April 1, 2005, we announced the sale of certain assets of our Active Nutrition
      Unit relating to our Weider branded business domestically and internationally
      to
      WGN, a wholly-owned subsidiary of WHF. The terms of the transaction provided
      that we receive cash proceeds of approximately $12.9 million, and a note
      receivable for $1.1 million in exchange for assets relating to the domestic
      Weider branded business, including inventory, receivables, and intangible and
      intellectual property, the capital stock of certain of our international
      subsidiaries related to our international Weider branded business (including
      the
      working capital of those subsidiaries), and the assumption of certain associated
      liabilities by WGN. The transaction closed on April 1, 2005, with an effective
      date of March 1, 2005.





In
      connection with the sale of the Weider branded business, the parties also
      entered into two separate agreements (domestic and European) whereby we provide
      certain general and administrative, research and development, and logistics
      services to WGN for an annual fee. The term of the domestic service





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agreement
      is for a one year period, with an option by either party for one additional
      year. The parties have agreed to exercise the option for the second year. In
      connection with the fiscal 2006 first quarter sale of our Haleko Unit, the
      European service agreement was transferred to the purchaser of the Haleko Unit.
      We also received a license to use the Weider name for corporate purposes prior
      to transitioning to the new name for our company.





The
      operating results for our Haleko Unit and Weider branded business are reflected
      as discontinued operations in our condensed consolidated financial statements,
      including the notes thereto. The remaining assets and related operations for
      the
      Active Nutrition Unit, including our Tiger's Milk and Fi-Bar brands, have been
      consolidated into our Schiff Specialty Unit. We believe our remaining Schiff
      Specialty Unit, which consists of the aggregation of several product-based
      operating segments, represents our only reportable segment.





Factors
      affecting our historical results, including the previous implementation of
      strategic initiatives as well as continuing refinement of our growth and
      business strategies, are ongoing considerations and processes. While the focus
      of these considerations is to improve future profitability, no assurance can
      be
      given that our decisions relating to these initiatives will not adversely impact
      our results of operations and financial condition.





Our
      principal executive offices are located at 2002 South 5070 West, Salt Lake
      City,
      Utah 84104, and our telephone number is (801) 975-5000.





**Resultsof
      Operations (unaudited)**


*Three
      Months Ended November 30, 2005 Compared to Three Months*


*Ended
      November 30, 2004*





The
      following tables show comparative results for selected items as reported and
      as
      a percentage of net sales for the three months ended November 30,
*(dollars in thousands):*


2005
              
              2004Net
                  sales
              
              $
              35,456
              
              100.0
              %
              $
              44,268
              
              100.0
              %Cost
                  of goods sold
              
              
              24,246
              
              68.4
              
              
              28,225
              
              63.8Gross
                  profit
              
              
              11,210
              
              31.6
              
              
              16,043
              
              36.2Operating
                  expenses:Selling
                  and marketing
              
              
              6,060
              
              17.1
              
              
              6,142
              
              13.9General
                  and administrative
              
              
              4,081
              
              11.5
              
              
              3,369
              
              7.6Research
                  and development
              
              
              583
              
              1.6
              
              
              911
              
              2.0Amortization
                  of intangible assets
              
              
              5
              
              —
              
              
              6
              
              —Reimbursement
                  of import costs
              
              
              (908
              )
              (2.5
              )
              
              —
              
              —Total
                  operating expenses
              
              
              9,821
              
              27.7
              
              
              10,428
              
              23.5Income
                  from operations
              
              
              1,389
              
              3.9
              
              
              5,615
              
              12.7Other
                  income (expense), net
              
              
              305
              
              0.9
              
              
              (16
              )
              —Income
                  tax expense
              
              
              (89
              )
              (0.3
              )
              
              (2,155
              )
              (4.9
              )Income
                  from continuing operations
              
              $
              1,605
              
              4.5
              %
              $
              3,444
              
              7.8
              %




**Net
      Sales.** Net
      sales decreased approximately 19.9% to $35.5 million for the fiscal 2006 second
      quarter, from $44.3 million for the fiscal 2005 second quarter. Overall, the
      decrease in net sales was primarily attributable to an expected decrease in
      private label sales. Private label sales were $6.5 million and $14.7 million,
      respectively, for the fiscal 2006 and 2005 second quarters. As a result of
      significant volatility in raw material costing and the inability to secure
      an
      acceptable price increase from the customers, we discontinued certain private
      label (contract manufacturing) business during fiscal 2005 and early fiscal
      2006. Net sales for the discontinued private label business amounted to
      approximately $9.0 million for the fiscal 2005 second quarter. Net sales for
      our
      continuing private label business increased by approximately $0.8 million,
      or
      13.4%, quarter over quarter.





Aggregate
      branded net sales decreased approximately 1.9% to $29.0 million for the fiscal
      2006 second quarter, from $29.5 million for the fiscal 2005 second quarter.
      A
      branded sales volume increase of approximately $1.8 million, or 5.0%, was more
      than offset by a $1.6 million increase in branded sales price reductions related
      to incremental promotional incentives and a $0.7 million net increase in
      allowances for potential product returns relating to the launch of Move Free
      Advanced. Classification of promotional costs as a sales reduction is required
      when the promotion effectively represents a price reduction.  We are
      utilizing more price-discount like promotions in order to defend our products
      against the competition, including private label, and to ultimately increase
      our
      market share. Move Free net sales were $15.7 million and $16.6 million,
      respectively, for the fiscal 2006 and 2005 second quarters.





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**Gross
      Profit.** Gross
      profit decreased approximately 30.1% to $11.2 million for the fiscal 2006 second
      quarter, from $16.0 million for the fiscal 2005 second quarter. Gross profit,
      as
      a percentage of net sales, was 31.6% for the fiscal 2006 second quarter,
      compared to 36.2% for the fiscal 2005 second quarter. The decrease was primarily
      due to a $3.7 million increase in raw material costs, primarily associated
      with
      our joint care category business, and a $1.6 million increase in sales price
      reductions and allowances for product returns. The decrease was partially offset
      by an approximate $0.5 million increase due to a change in sales mix. As a
      result of previous purchase commitments, we anticipate that higher joint care
      raw material costs will continue to impact gross profit for the remainder of
      fiscal 2006.





**Operating
      Expenses.** Operating
      expenses decreased approximately 5.8% to $9.8 million for the fiscal 2006 second
      quarter, from $10.4 million for the fiscal 2005 second quarter. Operating
      expenses, as a percentage of net sales, were 27.7% and 23.5%, respectively,
      for
      the fiscal 2006 and 2005 second quarters. The fiscal 2006 second quarter
      includes approximately $0.9 million in reimbursements from suppliers of
      previously incurred costs associated with imported raw materials.





Selling
      and marketing expenses, including sales, marketing, advertising, freight and
      other costs, remained relatively constant quarter over quarter. Selling and
      marketing expenses, as a percentage of net sales, increased to 17.1% for the
      fiscal 2006 second quarter, from 13.9% for the fiscal 2005 second quarter.
      The
      increase reflects the impact of the approximate $8.2 million quarter over
      quarter decrease in private label net sales for which promotional spending
      is
      nominal. In support of the launch of Move Free Advanced and other new joint
      care
      initiatives, we expect our selling and marketing support to increase
      significantly in the fiscal 2006 second half, as compared to the fiscal 2006
      first half.





General
      and administrative expenses increased to $4.1 million for the fiscal 2006 second
      quarter, from $3.4 million for the fiscal 2005 second quarter, primarily due
      to
      the recognition of certain personnel related incentive costs.





Research
      and development costs decreased to approximately $0.6 million for the fiscal
      2006 second quarter, from $0.9 million for the fiscal 2005 second quarter,
      primarily resulting from a decrease in contracted research relating to new
      product initiatives.





**Other
      Income/Expense.** Other
      income/expense, net, was $0.3 million income for the fiscal 2006 second quarter,
      compared to a nominal expense for the fiscal 2005 second quarter. We recognized
      approximately $0.3 million of incremental interest income for the fiscal 2006
      second quarter resulting from an increase in cash and investment
      securities.





**Provision
      for Income Taxes.** Provision
      for income taxes was $0.1 million for the fiscal 2006 second quarter, compared
      to $2.2 million for the fiscal 2005 second quarter. During the fiscal 2006
      second quarter, we reduced certain estimated contingent tax liabilities by
      approximately $0.2 million. Furthermore, income tax expense decreased
      approximately $0.4 million due to a reduction in our overall projected fiscal
      2006 tax rate. As a result, our effective tax rate was 5.3% for the fiscal
      2006
      second quarter, compared to 38.5% for the fiscal 2005 second
      quarter.








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**Resultsof
      Operations (unaudited)**


*Six
      Months Ended November 30, 2005 Compared to Six Months*


*Ended
      November 30, 2004*





The
      following tables show comparative results for selected items as reported and
      as
      a percentage of net sales for the six months ended November 30, *(dollars
      in thousands):*


2005
              
              2004Net
                  sales
              
              $
              83,473
              
              100.0
              %
              $
              87,963
              
              100.0
              %Cost
                  of goods sold
              
              
              59,554
              
              71.3
              
              
              55,117
              
              62.7Gross
                  profit
              
              
              23,919
              
              28.7
              
              
              32,846
              
              37.3Operating
                  expenses:Selling
                  and marketing
              
              
              12,076
              
              14.5
              
              
              13,357
              
              15.2General
                  and administrative
              
              
              7,643
              
              9.1
              
              
              7,092
              
              8.1Research
                  and development
              
              
              1,311
              
              1.6
              
              
              1,814
              
              2.0Amortization
                  of intangible assets
              
              
              11
              
              —
              
              
              13
              
              —Reimbursement
                  of import costs
              
              
              (2,288
              )
              (2.7
              )
              
              —
              
              —Total
                  operating expenses
              
              
              18,753
              
              22.5
              
              
              22,276
              
              25.3Income
                  from operations
              
              
              5,166
              
              6.2
              
              
              10,570
              
              12.0Other
                  income (expense), net
              
              
              2,254
              
              2.7
              
              
              (186
              )
              (0.2
              )Income
                  tax expense
              
              
              (823
              )
              (1.0
              )
              
              (3,997
              )
              (4.5
              )Income
                  from continuing operations
              
              $
              6,597
              
              7.9
              %
              $
              6,387
              
              7.3
              %


**Net
      Sales.** Net
      sales decreased approximately 5.1% to $83.5 million for the six months ended
      November 30, 2005, from $88.0 million for the six months ended November 30,
      2004. Overall, the decrease in net sales was primarily attributable to an
      expected decrease in private label sales, partially offset by an increase in
      branded joint care category sales. Private label sales were $16.7 million and
      $26.1 million, respectively, for the six months ended November 30, 2005 and
      2004. As a result of significant volatility in raw material costing and the
      inability to secure an acceptable price increase from the customers, we
      discontinued certain private label (contract manufacturing) business during
      fiscal 2005 and early fiscal 2006. Net sales for the discontinued private label
      business amounted to approximately $1.7 million and $14.7 million, respectively,
      for the six months ended November 30, 2005 and 2004. Net sales for our
      continuing private label business increased approximately 31.1% to $15.0 million
      for the six months ended November 30, 2005, from $11.4 million for the six
      months ended November 30, 2004.





Aggregate
      branded net sales increased 8.0% to $66.8 million for the six months ended
      November 30, 2005, from $61.9 million for the six months ended November 30,
      2004. Branded joint care product sales volume, including Lubriflex 3 results, increased approximately $8.4 million, or 13.8%, which more than offset
      a $3.3 million increase in sales price reductions associated with branded sales.
      Move Free net sales were $39.6 million and $36.5 million, respectively, for
      the
      six months ended November 30, 2005 and 2004.





**Gross
      Profit.** Gross
      profit decreased approximately 27.2% to $23.9 million for the six months ended
      November 30, 2005, from $32.8 million for the six months ended November 30,
      2004. Gross profit, as a percentage of net sales, was 28.7% and 37.3%,
      respectively, for the six months ended November 30, 2005 and 2004. The decrease
      was primarily due to a $9.2 million increase in raw material costs, primarily
      associated with our joint care category business, and a $2.9 million increase
      in
      sales price reductions. The decrease was partially offset by an approximate
      $3.2
      million increase due to a change in sales mix.





**Operating
      Expenses.** Operating
      expenses decreased approximately 15.8% to $18.8 million for the six months
      ended
      November 30, 2005, from $22.3 million for the six months ended November 30,
      2004. Operating expenses, as a percentage of net sales, were 22.5% and 25.3%,
      respectively, for the six months ended November 30, 2005 and 2004. The fiscal
      2006 six month results include approximately $2.3 million in reimbursements
      from
      suppliers of previously incurred costs associated with imported raw
      materials.





Selling
      and marketing expenses, including sales, marketing, advertising, freight and
      other costs, decreased to approximately $12.1 million for the six months ended
      November 30, 2005, from $13.4 million for the six months ended November 30,
      2004. Selling and marketing expenses, as a percentage of net sales, were 14.5%
      and 15.2%, respectively, for the six months ended November 30, 2005 and 2004.
      The decrease, primarily due to a $2.9 million increase in





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price
      discount-like promotional costs classified as a reduction of sales, was
      partially offset by the impact of the approximate $9.4 million decrease in
      private label sales for which promotional spending is nominal. Classification
      of
      promotional costs as a sales reduction is required when the promotion
      effectively represents a price reduction. We are utilizing more price-discount
      like promotions in order to defend our products against the competition,
      including private label, and to ultimately increase our market
      share.





General
      and administrative expenses increased to $7.6 million for the six months ended
      November 30, 2005, from $7.1 million for the six months ended November 30,
      2004.
      An increase in personnel related costs of approximately $1.6 million, including
      severance expenses of approximately $0.4 million and the recognition of certain
      incentive costs, was partially offset by a reduction in legal related
      costs.





Research
      and development costs decreased to approximately $1.3 million for the six months
      ended November 30, 2005, from $1.8 million for the six months ended November
      30,
      2004, primarily resulting from a decrease in contracted research relating to
      new
      product initiatives.





**Other
      Income/Expense.** Other
      income/expense, net, was $2.3 million income for the six months ended November
      30, 2005, compared to $0.2 million expense for the six months ended November
      30,
      2004. We recognized approximately $0.7 million of incremental interest income
      for the six months ended November 30, 2005 resulting from an increase in cash
      and investment securities. Interest expense decreased as a result of a reduction
      in financing fees under the current credit facility. Finally, as a result of
      the
      recent divestitures of our Haleko and Weider businesses, certain international
      operating entities were substantially liquidated. Accordingly, we recognized
      a
      net non-taxable foreign currency translation gain, previously reported as other
      accumulated comprehensive income in stockholders’ equity, of approximately $1.6
      million during the six months ended November 30, 2005.





**Provision
      for Income Taxes.** Provision
      for income taxes was $0.8 million for the six months ended November 30, 2005,
      compared to $4.0 million for the six months ended November 30, 2004. In addition
      to the non-taxable net foreign currency translation gain noted in "Other
      Income/Expense" above, the fiscal 2006 first quarter sale of the Haleko Unit
      resulted in the recognition of a gain under Internal Revenue Code Section 987
      ("Section 987"). We reduced our estimated deferred tax liability for Section
      987
      obligations by approximately $0.8 million, which is reflected as a decrease
      in
      income tax expense for the six months ended November 30, 2005. As a result
      of
      these unusual items, and the impact of significant tax-exempt interest income,
      our effective tax rate was 11.1% for the six months ended November 30, 2005,
      compared to 38.5% for the six months ended November 30, 2004.





**Liquidityand
      Capital Resources**





Working
      capital increased approximately $13.6 million to $79.6 million at November
      30,
      2005, from $66.0 million at May 31, 2005, primarily represented by an increase
      in cash and investment securities due to the sale of our Haleko Unit and fiscal
      2006 six month net earnings.





Effective
      June 30, 2000, we were party to a senior credit facility (the "Credit Facility")
      with Bankers Trust Company, on behalf of our domestic subsidiaries. The Credit
      Facility, as subsequently amended, was comprised of a $45.0 million revolving
      loan. The Credit Facility, which was being used to fund normal working capital
      and capital expenditure requirements, was terminated on June 30, 2004 in favor
      of a new credit facility discussed below.





On
      June 30, 2004, we entered into, through our wholly-owned direct operating
      subsidiary Weider Nutrition Group, Inc. ("WNG"), a new $25.0 million revolving
      credit facility (the "New Credit Facility") with KeyBank National Association,
      as Agent. The New Credit Facility contains customary terms and conditions,
      including, among others, financial covenants and certain restrictions. Our
      obligations under the New Credit Facility are secured by a first priority
      security interest on all of the capital stock of WNG. If our total coverage
      ratio exceeds a certain limit, our obligations will also be secured by a first
      priority security interest in all of our domestic assets. In the event we exceed
      certain other ratio limits, we will be subject to a borrowing base and will
      be
      able to borrow up to the lesser of $25.0 million or the sum of (i) 85% of
      eligible accounts receivable and (ii) 65% of eligible inventory. Borrowings
      under the New Credit Facility bear interest at floating rates based on the
      KeyBank National Association prime rate or the Federal Funds effective rate,
      and
      the New Credit Facility matures on June 30, 2007, with options for one-year
      extensions under certain circumstances. The New Credit Facility can be used
      to
      fund our normal working capital and capital expenditure requirements, with
      availability to fund certain permitted strategic transactions. At November
      30,
      2005, there were no amounts outstanding and $25.0 million was available under
      the New Credit Facility.





We
      believe that our cash, cash flows from operations and the financing sources
      discussed above will be sufficient to meet our normal cash operating
      requirements during the next twelve months. However, we continue to review
      opportunities to acquire or invest in companies, product rights and other
      investments that are compatible with our existing business. We may use cash
      and
      financing sources discussed herein, or financing sources that subsequently





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become
      available, to fund additional acquisitions or investments. In addition, we
      may
      consider issuing additional debt or equity securities in the future to fund
      potential acquisitions or growth, or to refinance existing debt. If a material
      acquisition or investment is completed, our operating results and financial
      condition could change materially in future periods. However, no assurance
      can
      be given that additional funds will be available on satisfactory terms, or
      at
      all, to fund such activities.





Our
      Board of Directors will determine dividend policy in the future based upon,
      among other factors, results of operations, financial condition, contractual
      restrictions and other factors deemed relevant at the time. In addition, our
      credit facility contains certain customary financial covenants that may limit
      our ability to pay common stock dividends. We can give no assurance that we
      will
      pay dividends in the future.





Except
      as noted below, we do not have any off-balance sheet arrangements that have
      or
      are reasonably likely to have a current or future effect on our financial
      condition, changes in financial condition, revenues or expenses, results of
      operations, liquidity, capital expenditures or capital resources that are
      material to our investors.





A
      summary of our outstanding contractual obligations at November 30, 2005 is
      as
      follows (in thousands):





Contractual
              Cash
                Obligations
            
            Total
                Amounts Committed
            
            Less
                than 1 year
            
            1-3
              Years
            
            3-5
              Years
            
            After
              5
                YearsOperating
                leases
            
            $
            16,980
            
            $
            2,248
            
            $
            4,683
            
            $
            4,657
            
            $
            5,392Purchase
                obligations
            
            
            14,629
            
            
            14,629
            
            
            —
            
            
            —
            
            
            —Debt
                obligations, including interest
            
            
            984
            
            
            984
            
            
            —
            
            
            —
            
            
            —Total
                obligations
            
            $
            32,593
            
            $
            17,861
            
            $
            4,683
            
            $
            4,657
            
            $
            5,392





Purchase
      obligations primarily consist of open purchase orders for goods and services,
      including primarily raw materials, packaging and outsourced contract
      manufacturing commitments.





**CriticalAccounting
      Policies and
      Estimates**





In
      preparing our condensed consolidated financial statements, we make assumptions,
      estimates and judgments that affect the reported amounts of assets and
      liabilities and disclosure of contingent assets and liabilities at the dates
      of
      the condensed consolidated financial statements and the reported amounts of
      net
      sales and expenses during the reported periods. We periodically evaluate our
      estimates and judgments related to the valuation of inventories and intangible
      assets, allowances for doubtful accounts, notes receivable, sales returns and
      discounts, valuation of deferred tax assets and recoverability of long-lived
      assets. Note 1 to the consolidated financial statements contained in our Annual
      Report on Form 10-K for the year ended May 31, 2005, filed with the Securities
      and Exchange Commission, describes the accounting policies governing each of
      these matters. Our estimates are based on historical experience and on our
      future expectations that are believed to be reasonable. The combination of
      these
      factors forms the basis for making judgments about the carrying values of assets
      and liabilities that are not readily apparent from other sources. Actual results
      may differ from our current estimates and those differences may be
      material.





We
      believe the following accounting policies affect some of our more significant
      estimates and judgments used in preparation of our condensed consolidated
      financial statements:





●
            We
                provide for inventory valuation adjustments for estimated obsolescence
                or
                unmarketable inventory equal to the difference between the cost of
                inventory and the estimated market value based upon assumptions about
                future demand and market conditions. Inventory valuation adjustments
                did
                not materially impact our gross profit for the six months ended November
                30, 2005 and 2004. At November 30, 2005 and May 31, 2005, our inventory
                valuation allowance amounted to approximately $0.9 million and $2.2
                million, respectively. The reduction in inventory valuation allowances
                resulted primarily from the sale of our Haleko Unit. If actual demand
                and/or market conditions are less favorable than those projected
                by
                management, additional inventory write-downs would be
                required.





We
      maintain allowances for doubtful accounts, sales returns and discounts for
      estimated losses resulting from known customer exposures, including among
      others, product returns, inability to make payments and expected utilization
      of
      offered discounts. Changes in our allowances for doubtful accounts, sales
      returns and discounts resulted in a decrease in our gross profit and operating
      income of approximately $0.7 million and $0.4 million, respectively, for the
      six
      months ended November 30, 2005 and 2004. At November 30, 2005 and May 31, 2005,
      our allowance for doubtful accounts, sales returns and discounts amounted to
      approximately $4.6 million and $4.8 million, respectively. The reduction, which
      is net of the $0.7 million increase
      noted above, resulted primarily from the sale of our Haleko Unit. Actual results
      may differ from our current estimates, resulting in adjustment of the respective
      allowance(s).





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●
            We
                currently have deferred tax assets resulting from certain loss carry
                forwards and other temporary differences between financial and income
                tax
                reporting. These deferred tax assets are subject to periodic
                recoverability assessments. The realization of these deferred tax
                assets
                is primarily dependent on future operating results. To the extent
                that it
                is more likely than not that future operations will not generate
                sufficient profit to utilize the loss carry forwards, valuation allowances
                are established. At November 30, 2005 and May 31, 2005, our deferred
                tax
                asset valuation allowances, primarily relating to foreign net operating
                loss and tax credit carry forwards, amounted to approximately $1.0
                million
                and $2.8 million, respectively. The reduction resulted from the sale
                of
                our Haleko Unit.





●
            We
                have certain intangible assets, primarily consisting of goodwill.
                The
                determination of whether or not goodwill is impaired involves significant
                judgment. Changes in strategy or market conditions could significantly
                impact our judgment and require adjustment to the recorded goodwill
                balance.





**Impactof
      Inflation**





Historically,
      we generally have been able to pass inflationary increases for raw materials
      and
      other costs on to our customers through price increases. While we will continue
      efforts to do so in the future, we cannot assure you that we will be successful.
      Recently, we have been unable to pass on to our customers increased raw material
      costs relating to our joint care products. See further discussion of raw
      material pricing matters in the "General" and "Results of Operations" sections
      above, and under "Forward Looking Statements" below.





**Seasonality**





Our
      business can be seasonal, with fluctuations in sales resulting from timing
      of
      marketing and promotional activities, customer buying patterns and consumer
      spending patterns. In addition, as a result of changes in product sales mix,
      competitive conditions, raw material pricing pressures and other factors, as
      discussed above, we experience fluctuations in gross profit and operating
      margins on a quarter-to-quarter basis.





**Forward-Looking
      Statements**





Investors
      are cautioned that, except for the historical information contained herein,
      the
      matters discussed in this Quarterly Report contain forward-looking statements
      within the meaning of Section 27A of the Securities Act of 1933, as amended,
      and
      Section 21E of the Securities Exchange Act of 1934, as amended, that are based
      on management's beliefs and assumptions, current expectations, estimates and
      projections. Statements that are not historical facts, including without
      limitation statements which are preceded by, followed by or include the words
      "believes", "anticipates", "plans", "expects", "estimates", "may", "should"
      or
      similar expressions, are forward-looking statements. These statements are
      subject to risks and uncertainties, certain of which are beyond our control,
      and, therefore, actual results may differ materially.





Important
      factors that may affect our future performance or cause these forward-looking
      statements to be false include, but are not limited to the
      following.





***Dependence
      on Significant Customers*** **.** Our largest customers are Costco and Wal-Mart. Combined, these two customers
      accounted for approximately 71% and 72%, respectively, of our total net sales
      (after giving effect to the divestitures of our Weider branded business and
      Haleko Unit) for the six months ended November 30, 2005 and 2004. Due to the
      divestitures of our Weider branded business and Haleko Unit, the concentration
      in these customers for our remaining operations has increased. The loss of
      either Costco or Wal-Mart as a customer, or a significant reduction in purchase
      volume by Costco or Wal-Mart, could have a material adverse effect on our
      results of operations and financial condition. We do not have supply contracts
      with either Costco or Wal-Mart and therefore we cannot assure you that Costco
      and/or Wal-Mart will continue to be significant customers.





***Dependence
      on Individual Products and Product Lines*** **.** Certain products and product lines account for a significant amount of our
      total
      net sales. Net sales for our Schiff Move Free brand were approximately 47%
      and
      41%, respectively, of our total net sales (after giving effect to the
      divestitures of our Weider branded business and Haleko Unit) for the six months
      ended November 30, 2005 and 2004. Due to the divestitures of our Weider branded
      business and Haleko Unit, our concentration in this brand and the joint care
      category has increased. We cannot assure you that Schiff Move Free or other
      of
      our products currently experiencing strong popularity and growth will maintain
      sales levels over time. In support of the launch of our new Move Free Advanced
      product and other new joint care initiatives, we expect our selling and
      marketing support to increase significantly in the fiscal 2006 second half,
      as
      compared to the fiscal 2006 first half.
      The inability to successfully implement the marketing and spending programs
      or
      strategic initiatives in support of Schiff Move Free Advanced and other branded
      products could have a material adverse effect on our results of operations
      and
      financial condition.





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***Availability
      and Cost of Raw Materials.*** We
      obtain all of our raw materials for the manufacture of our products from third
      parties. A significant portion of our raw materials relates to our joint care
      category. We cannot assure you that suppliers will provide the raw materials
      we
      need in the quantities requested, at a price we are willing to pay or that
      meet
      our quality standards and labeling requirements. Any significant delay in or
      disruption of the supply of raw materials could, among other things,
      substantially increase the cost of such materials, require reformulation or
      repackaging of products, require the qualification of new suppliers, or result
      in our inability to meet customer demands for certain products. During fiscal
      2005 and continuing into the first half of fiscal 2006, we experienced margin
      volatility due to several factors, including significant raw material pricing
      increases in the joint care category and a continuing strong competitive
      environment. During fiscal 2005 and early fiscal 2006, as a result of the raw
      material pricing volatility and the inability to secure acceptable price
      increases from customers, we discontinued certain private label (contract
      manufacturing) business. During the fiscal 2006 second quarter, raw material
      pricing in the joint care category decreased moderately and appears to have
      stabilized. As a result of previous purchase commitments, we anticipate that
      higher joint care raw material costs will continue to impact gross profit for
      at
      least the remainder of fiscal 2006.





In
      addition, we acquire a significant amount of ingredients for a number of our
      products (particularly joint care products) from suppliers outside of the United
      States, particularly in China. Accordingly, the acquisition of these ingredients
      is subject to the risks generally associated with importing raw materials,
      including, among other factors, delays in shipments, changes in economic and
      political conditions, quality assurance, tariffs, trade disputes and foreign
      currency fluctuations. The discovery of Bovine Spongiform Encephalopathy,
      commonly referred to as "mad cow disease", in a country from which we obtain
      a
      significant amount of our raw materials (particularly related to the joint
      care
      category) derived from bovine sources could prevent us from purchasing such
      raw
      materials in the required quantities, at an acceptable price, or at all. The
      occurrence of any of the foregoing, particularly with respect to raw materials
      needed for our joint care products, could have a material adverse effect on
      our
      results of operations and financial condition.





***Dependence
      on New Products*** **.** We
      believe our ability to grow in existing markets is partially dependent upon
      our
      ability to introduce new and innovative products. Although we seek to introduce
      additional products each year, the success of new products is subject to a
      number of variables, including developing products that will appeal to customers
      and comply with applicable regulations. For example, if we are unable to
      successfully launch and/or gain distribution for Schiff Move Free Advanced,
      other product enhancements or new product offerings, our results of operations
      could suffer. We cannot assure you that our efforts to develop and introduce
      new
      products or existing product innovations will be successful, or that customers
      will accept new products.





***Acquisitions
      and Investments.*** An
      element of our strategy going forward includes expanding our product offerings,
      enhancing business development and gaining access to new skills and other
      resources through strategic acquisitions and investments when attractive
      opportunities arise. There can be no assurance that attractive acquisition
      opportunities will be available to us, that we will be able to obtain financing
      for or otherwise consummate any acquisitions or that any acquisitions which
      are
      consummated will prove to be successful.





***Risks
      of Competition*** **.** The market for the sale of nutritional supplements is highly competitive.
      Certain of our principal competitors have greater financial and other resources
      available to them and possess extensive manufacturing, distribution and
      marketing capabilities. Private label products of our customers, which have
      been
      significantly increasing in certain nutrition categories, also create
      significant competition with our products. Pricing pressure could adversely
      affect our ability to pass on raw material price increases to customers and
      negatively impact our financial performance, as shown by the recent increases
      in
      our joint product raw material costs. During fiscal 2005 and early fiscal 2006,
      as a result of the raw material pricing volatility and the inability to secure
      acceptable price increases from customers, we discontinued certain private
      label
      (contract manufacturing) business. Increased competition from competitors,
      including private label, or increased pricing pressure, could have a material
      adverse effect on our results of operations and financial
      condition.





***Effect
      of Unfavorable Publicity*** **.** We
      believe our sales depend on consumer perceptions of the safety, quality and
      efficacy of our products as well as products distributed and sold by other
      companies. Consumer perceptions are influenced by national media attention
      regarding our products and other nutritional supplements. We expect that there
      will be some unfavorable future publicity or scientific research. Future
      unfavorable reports or publicity could have a material adverse effect on our
      results of operations and financial condition.





***Product
      Liability and Availability of Related Insurance*** **.** As
      a manufacturer and distributor of products designed to be ingested, we face
      an
      inherent risk of exposure to product liability claims. Certain damages in
      litigation, such as punitive damages, are generally not covered by insurance.
      In
      the event that we do not have adequate insurance or other indemnification
      coverage, product liability claims could have a material adverse effect on
      our
      results of operations and
      financial condition.





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We
      have been and are currently named as a defendant in product liability lawsuits
      allegedly regarding certain of our former ephedra products. Subsequent to
      September 1, 2003, we have not maintained any insurance coverage regarding
      ephedra products. None of our ongoing lawsuits regarding ephedra products is
      covered by insurance. In connection with the sale of the American Body Building
      and Science Foods brands in July 2002, we discontinued the sale of products
      that
      contain ephedra. However, we cannot assure you that we will not be subject
      to
      further litigation with respect to ephedra products we have already
      sold.





***Impact
      of Government Regulation on Our Operations*** **.** Our operations, properties and products are subject to regulation by various
      foreign, federal, state and local government entities and agencies, particularly
      the Food and Drug Administration ("FDA") and Federal Trade Commission ("FTC").
      Among other matters, government regulation covers statements and claims made
      in
      connection with the packaging, labeling, marketing and advertising of our
      products. Governmental agencies have a variety of processes and remedies
      available to them, including initiating investigations, issuing warning letters
      and cease and desist orders, requiring corrective labeling or advertising,
      requiring consumer redress, seeking injunctive relief or product seizure,
      imposing civil penalties or commencing criminal prosecution. As a result of
      our
      efforts to comply with applicable statutes and regulations, from time to time
      we
      have reformulated, eliminated or relabeled certain of our products and revised
      certain aspects of our sales, marketing and advertising programs. We cannot
      assure you that we will not have to make such changes or revisions in the
      future, which changes or revisions could have a material adverse effect on
      our
      results of operations and financial condition.





The
      FDA has proposed extensive good manufacturing practice regulations for dietary
      supplements. In addition, we may be subject to additional laws or regulations
      administered by federal, state, or foreign regulatory authorities, the repeal
      or
      amendment of laws or regulations which we consider favorable, such as the
      Dietary Supplement Health and Education Act of 1994, as amended, or more
      stringent interpretations of current laws or regulations. We are unable to
      predict the nature of such future laws, regulations, interpretations or
      applications, nor can we predict what effect additional governmental regulations
      or administrative orders, when and if promulgated, would have on our business
      in
      the future. Any or all of these requirements and the related costs to comply
      with such requirements could have a material adverse effect on our results
      of
      operations and financial condition.





***Restrictions
      Imposed by Terms of Our Indebtedness*** **.** Our borrowing arrangements impose certain financial and operating covenants,
      including, among others, requirements that we maintain, under certain
      circumstances, certain financial ratios and satisfy certain financial tests,
      limitations on capital expenditures and limitations on our ability to incur
      debt, pay dividends, or take certain other corporate actions, all of which
      may
      restrict our ability to expand or pursue our business strategies. Changes in
      economic or business conditions, results of operations or other factors could
      cause a violation of one or more covenants in our credit facility.





***Control
      by Principal Stockholder*** **.** WHF owns all of our outstanding shares of Class B common stock, representing
      over 90% of the aggregate voting power of all outstanding shares of our common
      stock. WHF is in a position to exercise control over us and to determine the
      outcome of all matters required to be submitted to stockholders for approval
      (except as otherwise provided by law or by our amended and restated certificate
      of incorporation or amended and restated bylaws) and otherwise to direct and
      control our operations. Accordingly, we cannot engage in any strategic
      transactions without the approval of WHF.





***Third-Party
      Intellectual Property Rights and Proprietary
      Techniques.*** Although the nutritional supplement industry has historically been characterized
      by products with naturally occurring ingredients in pill or tablet form,
      recently it is becoming more common for suppliers and competitors to apply
      for
      patents or develop proprietary technologies and processes. Although we seek
      to
      ensure that we do not infringe the intellectual property rights of others,
      there
      can be no assurance that third parties will not assert intellectual property
      infringement claims against us. To the extent that these developments prevent
      us
      from offering or supplying competitive products or ingredients in the
      marketplace, or result in litigation or threatened litigation against us related
      to alleged or actual infringement of third-party rights, these developments
      could have a material adverse effect on our results of operations and financial
      condition.





**ITEM3.**
            **QUANTITATIVE
                AND QUALITATIVE DISCLOSURES ABOUT MARKET
                RISK**





The
      following discussion involves forward-looking statements of market risk which
      assume that certain adverse market conditions may occur. Actual future market
      conditions may differ materially from such assumptions. Accordingly, the
      forward-looking statements should not be considered our projections of future
      events or losses.





Our
      cash flows and net earnings are subject to fluctuations resulting from changes
      in interest rates. Previously, our cash flows and net earnings were also subject
      to fluctuations resulting from changes in foreign currency exchange rates.
      However, as a result of the recent divestitures of our Weider branded business
      and Haleko Unit, we no longer have operating
      subsidiaries whose net sales and expenses are denominated in foreign currencies.
      Therefore, changes in foreign currency exchange rates are not expected to have
      a
      material impact on future cash flows and net earnings. Our current policy does
      not allow speculation in derivative instruments for profit or execution of
      derivative instrument contracts for which there is no underlying exposure.
      We do
      not use financial instruments for trading purposes.





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We
      measure market risk, related to our holdings of financial instruments, based
      on
      changes in interest rates utilizing a sensitivity analysis. We do not believe
      that a hypothetical 10% change in interest rates would have a material effect
      on
      our pretax earnings or cash flows.





**ITEM4.**
            **CONTROLS
                AND PROCEDURES**





We
      maintain disclosure controls and procedures that are designed to ensure that
      information required to be disclosed in our Exchange Act reports is recorded,
      processed, summarized and reported within the time periods specified in the
      Securities and Exchange Commission's rules and forms and that such information
      is accumulated and communicated to our management, including our Chief Executive
      Officer and Chief Financial Officer, as appropriate, to allow for timely
      decisions regarding required disclosure. In designing and evaluating the
      disclosure controls and procedures, we recognize that any controls and
      procedures, no matter how well designed and operated, can provide only
      reasonable assurance of achieving the desired control objectives, and we are
      required to apply our judgment in evaluating the cost-benefit relationship
      of
      possible controls and procedures.





As
      required by SEC Rule 13a-15(b), we carried out an evaluation, under the
      supervision and with the participation of management, including our Chief
      Executive Officer and Chief Financial Officer, of the effectiveness of the
      design and operation of our disclosure controls and procedures as of the end
      of
      the quarter covered by this report. Based on the foregoing, the Chief Executive
      Officer and Chief Financial Officer have concluded that our disclosure controls
      and procedures were effective at the reasonable assurance level.





There
      has been no change in our internal controls over financial reporting during
      our
      most recent fiscal quarter that has materially affected, or is reasonably likely
      to materially affect, our internal controls over financial
      reporting.





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**PARTII.
      OTHER INFORMATION**





**ITEM1.**
            **LEGAL
                PROCEEDINGS**





The
      information set forth in Note 8 to Condensed Consolidated Financial Statements
      in Item 1 of Part I of this Quarterly Report on Form 10-Q is incorporated herein
      by reference.





**ITEM2.**
            **UNREGISTERED
                SALES OF EQUITY SECURITIES AND USE OF
                PROCEEDS**





The
      following table presents information regarding repurchases of our Class A Common
      Stock during the fiscal 2006 second quarter:




**Period**
            
            **Total
                number**
              **of
                shares purchased**
            
            **Average
                price paid per share**
            
            **Total
                number**
              **of
                shares purchased as part of publicly announced plans or
                programs**
            
            **Maximum
                number of shares that may**
              **yet
                be purchased under the plans**
              **or
                programs**September
                1 - September 30
            
            —
            
            —
            
            —
            
            —October
                1 - October 31
            
            2,612(1)
            
            $
                5.29
            
            —
            
            —November
                1 - November 30
            
            —
            
            —
            
            —
            
            —Total
            
            2,612
            
            $
                5.29
            
            —
            
            —





*(1)*  *Repurchase
      of these shares was to satisfy employee tax withholding obligations due upon
      vesting of restricted shares. See Note 1 to the Notes to Condensed Consolidated
      Financial Statements.*





**ITEM3.**
            **DEFAULTS
                UPON SENIOR SECURITIES**





Not
      applicable





**ITEM4.**
            **SUBMISSION
                OF MATTERS TO A VOTE OF SECURITY
                HOLDERS**





Our
      Annual Meeting of Stockholders was held on October 25, 2005 for the following
      purposes:





Proposal
      1: Election of our Board of Directors.


For
            
            Withheld
                AuthorityEric
                Weider
            154,130,658
            
            5,214,554George
                F.
                Lengvari
            154,120,258
            
            5,224,954Bruce
                J.
                Wood
            154,063,541
            
            5,281,671Ronald
                L.
                Corey
            155,590,492
            
            3,754,720Roger
                H.
                Kimmel
            154,120,258
            
            5,224,954Brian
                P.
                McDermott
            155,590,392
            
            3,754,820H.F.
                Powell
            155,543,607
            
            3,801,605





Proposal
      2: Approval of the Amendment to our Amended and Restated Certificate of
      Incorporation to change our company name from Weider Nutrition International,
      Inc. to Schiff Nutrition International, Inc.





For
            
            Against
            
            Abstentions155,657,648
            
            2,868,819
            
            818,745





**ITEM5.**
            **OTHER
                INFORMATION**





Not
      applicable





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**ITEM6.**
            **EXHIBITS**





3.1.
            Amended
                and Restated Certificate of Incorporation of Schiff Nutrition
                International, Inc. (12)3.2.
            Amended
                and Restated Bylaws of Weider Nutrition International, Inc.
                (1)4.1.
            Credit
                Agreement dated as of June 30, 2004 between Weider Nutrition Group,
                Inc.
                and KeyBank National Association. (2)10.1.
            Build-To-Suit
                Lease Agreement, dated March 20, 1996, between SCI Development Services
                Incorporated and Weider Nutrition Group, Inc. (1)10.2.
            Agreement
                by and between Joseph Weider and Weider Health and Fitness.
                (1)10.3.
            1997
                Equity Participation Plan of Weider Nutrition International, Inc.
                (1)10.4.
            Form
                of Tax Sharing Agreement by and among Weider Nutrition International,
                Inc.
                and its subsidiaries and Weider Health and Fitness and its subsidiaries.
                (1)10.5.
            License
                Agreement between Mariz Gestao E Investmentos Limitada and Weider
                Nutrition Group, Limited. (1)10.6.
            Agreement
                between Weider Nutrition Group, Inc. and Bruce J. Wood.
                (3)*10.7.
            Form
                Agreement between Weider Nutrition Group, Inc. and certain of its
                executives. (3)*10.8.
            Amendments
                to 1997 Equity Participation Plan of Weider Nutrition International,
                Inc.
                (4)10.9.
            Employment
                Agreement between Weider Nutrition Group, Inc. and Bruce J. Wood.
                (5)*10.10.
            Consulting
                Agreement between Weider Nutrition Group, Inc. and Gustin Foods,
                LLC dated
                as of February 1, 2004. (6)10.11.
            Weider
                Nutrition International, Inc. 2004 Incentive Award Plan.
                (7)10.12.
            Amendment
                effective as of March 1, 2005 to License Agreement between Mariz
                Gestao E
                Investmentos Limitada and Weider Nutrition Group, Inc.
                (8)10.13.
            Stock
                and Asset Purchase Agreement effective as of March 1, 2005 among
                Weider
                Nutrition International, Inc., Weider Nutrition Group, Inc. and Weider
                Global Nutrition, LLC. (8)10.14.
            Promissory
                Note of Weider Global Nutrition, LLC payable to Weider Nutrition
                Group,
                Inc. (8)10.15.
            Guarantee
                by Weider Health and Fitness in favor of Weider Nutrition International,
                Inc. and Weider Nutrition Group, Inc. (8)10.16.
            Share
                Sale and Transfer Agreement dated June 17, 2005 among Weider Nutrition
                GmbH, Haleko Management GmbH, Atlantic Grupa d.o.o., Hopen Investments
                BV
                and Svalbard Investments GmbH. (9)10.17.
            Form
                of Indemnification Agreement between Weider Nutrition Group, Inc.
                and
                certain of its executives and directors. (10)*21.1.
            Subsidiaries
                of Schiff Nutrition International, Inc. (11)31.1.
            Certification
                of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley
                Act. (12)31.2.
            Certification
                of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley
                Act. (12)32.1.
            Certification
                of Chief Executive Officer and Chief Financial Officer pursuant to
                Section
                906 of the Sarbanes-Oxley Act. (12)





(1)
            Previously
                filed in the Company's Registration Statement on Form S-1 (File No.
                333-12929) and incorporated herein by reference.(2)
            Previously
                filed in the Company's Current Report on Form 8-K filed on July 8,
                2004
                and incorporated herein by reference.(3)
            Previously
                filed in the Company's Annual Report on Form 10-K filed on August
                28, 2003
                and incorporated herein by reference.(4)
            Previously
                filed in the Company's Quarterly Report on Form 10-Q filed on January
                14,
                2002 and incorporated herein by reference.(5)
            Previously
                filed in the Company's Annual Report on Form 10-K filed on August
                29, 2002
                and incorporated herein by reference.(6)
            Previously
                filed in the Company's Quarterly Report on Form 10-Q filed on April
                14,
                2004 and incorporated herein by reference.(7)
            Previously
                filed in the Company's Definitive Proxy Statement on Form 14A filed
                on
                September 28, 2004 and incorporated herein by
                reference.(8)
            Previously
                filed in the Company's Current Report on Form 8-K filed on April
                4, 2005
                and incorporated herein by reference.(9)
            Previously
                filed in the Company's Current Report on Form 8-K filed on June 23,
                2005
                and incorporated herein by reference.(10)
            Previously
                filed in the Company's Current Report on Form 8-K filed on August
                10, 2005
                and incorporated herein by reference.(11)
            Previously
                filed in the Company's Annual Report on Form 10-K filed on August
                29, 2005
                and incorporated herein by reference.(12)
            Filed
                herewith.*
            Management
                contract.








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            22 -


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**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.








**SCHIFF
      NUTRITION INTERNATIONAL, INC.**








Date:
                January 17, 2006
            By:
            /s/
                BRUCE J. WOODBruce
                J. WoodPresident,
                Chief Executive Officer and
                Director











Date:
                January 17, 2006
            By:
            /s/
                JOSEPH W. BATYJoseph
                W. BatyExecutive
                Vice President and Chief Financial
                Officer






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          23 -


**SCHIFF
        NUTRITION INTERNATIONAL, INC.**
 **INDEX**
 
 **PART
        I.****FINANCIAL
        INFORMATION**
 ITEM
        1.FINANCIAL
        STATEMENTS
 CONDENSED
        CONSOLIDATED BALANCE SHEETS
 CONDENSED
        CONSOLIDATED STATEMENTS OF INCOME*(3
        month)*
 CONDENSED
        CONSOLIDATED STATEMENTS OF INCOME*(6
        month)*
 CONDENSED
        CONSOLIDATED STATEMENTS OF CASH FLOWS
 NOTES
        TO CONDENSED CONSOLIDATED FINANCIAL
        STATEMENTS
 1.
              BASIS
                  OF PRESENTATION AND OTHER
                  MATTERS
 2.
              INVESTMENT
                  SECURITIES
 3.
              RECEIVABLES,
                  NET
 4.
              INVENTORIES
 5.
              GOODWILL
                  AND INTANGIBLE ASSETS,
                  NET
 6.
              ACCRUED
                  EXPENSES
 7.
              CONCENTRATION
                  RISK
 8.
              COMMITMENTS
                  AND
                  CONTINGENCIES
 9.
              RECENTLY
                  ISSUED ACCOUNTING
                  STANDARDS
 ITEM
        2.MANAGEMENT’S
        DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
        OPERATIONS
 -
              General
 ●
              Results
                  of
                  Operations (unaudited)*(3
                  month)*
 ●
              Results
                  of
                  Operations (unaudited)*(6
                  month)*
 -
              Liquidity
                  And Capital
                  Resources
 -
              Critical
                  Accounting Policies And
                  Estimates
 -
              Impact
                  Of
                  Inflation
 -
              Seasonality
 -
              Forward
                  Looking
                  Statements
 ITEM
        3.QUANTITATIVE
        AND
        QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 ITEM
        4.CONTROLS
        AND
        PROCEDURES
 
 **PART
        II.****OTHER
        INFORMATION**
 ITEM
        1.LEGAL
        PROCEEDINGS
 ITEM
        2.UNREGISTERED
        SALES
        OF EQUITY SECURITIES AND USE OF PROCEEDS
 ITEM
        3.DEFAULTS
        UPON
        SENIOR SECURITIES
 ITEM
        4.SUBMISSION
        OF
        MATTERS TO A VOTE OF SECURITY HOLDERS
 ITEM
        5.OTHER
        INFORMATION
 ITEM
        6.EXHIBITS
 
 **SIGNATURES**
 
 **EXHIBIT
        3.1 - CERTIFICATE OF
        INCORPORATION**
  **EXHIBIT
        31.1 - CERTIFICATION OF CEO PURSUANT TO
        SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002**
  **EXHIBIT
        31.2 - CERTIFICATION OF CFO PURSUANT TO
        SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002**
  **EXHIBIT
        32.1 - CEO AND CFO CERTIFICATIONS PURSUANT
        TO SECTION 902 OF THE SARBANES-OXLEY ACT OF 2002**