U.S. SECURITIES AND EXCHANGE COMMISSION
                                              Washington, D.C. 20549

                                                     FORM 10-Q





[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
         Act of 1934 for the quarterly period ended September 30, 1995


[ ] Transition Report under Section 13 or 15(d) of the Securities Exchange Act 
         of 1934 for the transition period from          to          .



                                            Commission file No. 0-18476



                                        AMRION, INC.                   
                  (Exact name of Registrant as specified in its charter)


                     Colorado                            84-1050628      
         (State or other jurisdiction                (IRS Employer ID No.)
          of incorporation or organization)



       6565 Odell Place, Boulder, CO                    80301  
    (Address of principal executive offices)          (Zip Code) 


                                                    303-530-2525 
                                                (Telephone Number)





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 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

                                            Yes   X    No      


Common stock, par value $.0011 per share: 5,013,938 shares outstanding as of
9/30/95.






                                                         1
<PAGE>

                                                 PART 1. FINANCIAL
                                     ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS

<PAGE>
                                                         2









                                            AMRION, INC. AND SUBSIDIARY

                                            CONSOLIDATED BALANCE SHEETS

                                  AS OF SEPTEMBER 30, 1995 AND DECEMBER 31, 1994



<TABLE>


                                                                  September 30,                   December 31,
                                                                          1995                       1994
                                                                   (Unaudited)                  (Audited)

                             Assets

<S>
Current:
                                                                   <C>                           <C>  
  Cash and cash equivalents                                        $ 1,429,728                   $   120,931
  Accounts receivable, less allowance
    of $3,338 and $60,000
    for possible losses                                                   549,660                    539,301
  Inventories                                                           3,321,862                  4,704,771
  Mail supplies                                                         1,273,033                    588,711
  Deferred promotional mailing costs, net                                 569,691                    886,909
  Other                                                                564,012                       247,173
  
Total current assets                                                    7,707,986          7,087,796


Property and equipment, net                                             3,671,794                  3,333,857        


Other assets:

 Marketable securities available for sale                               7,653,768                  7,495,769
 Mailing lists, net                                                     1,841,831                    974,244
 Intangible assets, net                                                   132,639                    141,177

Total other assets                                                   9,628,238                     8,611,190

Total assets                                                       $21,008,018                   $19,032,843


</TABLE>













              See accompanying notes to the consolidated financial statements

<PAGE>
                                                         3









                                            AMRION, INC. AND SUBSIDIARY

                                            CONSOLIDATED BALANCE SHEETS

                                  AS OF SEPTEMBER 30, 1995 AND DECEMBER 31, 1994
<TABLE>



                                                                       September 30,              December 31,
                                                                          1995                       1994
                                                                    (Unaudited)                 (Audited)


         Liabilities and Stockholders' Equity

<S>
Current:
                                                                   <C>                           <C>                            
 Accounts payable                                                  $ 1,730,775                   $ 2,551,992
 Accrued liabilities                                                      480,479                    265,514
 Income taxes payable                                                     135,422                      5,200

Total current liabilities                                               2,346,676                  2,822,706

Deferred income taxes                                                      74,000                     74,000

Total liabilities                                                       2,420,676                  2,896,706


Minority interest                                                         (37,858)                     8,681


Stockholders' equity:

 Common stock, $.0011 par value - shares 
  authorized, 10,000,000; issued 5,013,938
  and 4,981,096                                                          5,515                         5,479
 Additional paid-in capital                                            11,771,234                 11,676,881
 Retained earnings                                                      7,130,672                  4,979,484
 Marketable securities valuation
  allowance                                                              (232,221)          (484,388)

                                                                       18,675,200                 16,177,456

 Treasury stock, at cost, 34,091 shares                                   (50,000)                   (50,000)

Total stockholders' equity                                             18,625,200         16,127,456               

                                                                   $21,008,018                   $19,032,843
</TABLE>













              See accompanying notes to the consolidated financial statements
<PAGE>

                                                         4






                                            AMRION, INC. AND SUBSIDIARY

                                         CONSOLIDATED STATEMENTS OF INCOME

       FOR THE NINE AND THREE-MONTH PERIODS ENDED SEPTEMBER 30, 1995 AND 1994


<TABLE>


                                          Nine months                                   Three months
                                              ended                                        ended
                                      September 30,                  September 30,      


                                    1995              1994            1995          1994     
                              (Unaudited)            (Unaudited)            (Unaudited)           (Unaudited) 
<S>
Sales                         <C>             <C>             <C>            <C>                               
 Product sales                $31,174,897     $19,034,020     $11,229,282    $ 6,881,862 
 Returns and
  discounts           (1,494,517)                        (659,602)               (490,824)            (167,229)

Net sales                      29,680,380              18,374,418      10,738,458      6,714,633

Cost of sales:
 Cost of products     12,960,231                        8,168,483       4,903,272      2,988,962
 Cost of mailings      5,652,387                        2,704,524       1,791,994      1,014,265

 Cost of sales        18,612,618                       10,873,007       6,695,266      4,003,227

 Gross profit                  11,067,762               7,501,411                4,043,192           2,711,406

Operating expenses:
 Selling, general and
 administration                 8,305,581               5,639,395       2,889,827      2,070,182

Income from operations 2,762,181                        1,862,016       1,153,365        641,224

Other income, net                 631,880                 673,795         216,035        171,084 

Income before taxes
 on income                      3,394,061               2,535,811                1,369,400             812,308

Income taxes           1,242,873                          941,883         504,323        249,364

Net income                     $2,151,188              $1,593,928      $  865,077     $  562,944


Net income per common
 and common equivalent
 share                         $      .42              $      .31      $      .17    $       .11


Weighted average number of
 common shares and common
 stock equivalents
 outstanding                    5,075,379               5,111,873       5,136,322     5,137,073



</TABLE>





See accompanying summary of accounting policies and
notes to financial statements

<PAGE>
                                                         5






                                            AMRION, INC. AND SUBSIDIARY

                                       CONSOLIDATED STATEMENTS OF CASH FLOWS

       FOR THE NINE AND THREE-MONTH PERIODS ENDED SEPTEMBER 30, 1995 AND 1994

<TABLE>


                                                            Nine Months               Three Months
                                                                              ended                     ended
                                                                       September 30,                            September 30,    

                                                                        1995           1994                1995                1994
                                                                  (Unaudited) (Unaudited)                  (Unaudited)  (Unaudited)
<S>
                                                                  <C>          <C>           <C>          <C>
Cash flow from operating activities:                 
 Net income                                                       $2,151,188   $1,593,928    $ 865,077    $ 562,944
 Adjustments to reconcile net income to net
  cash provided by operating activities:
    Depreciation and amortization                                    608,651           384,692            248,471           157,911
    Minority interest share of loss
     on subsidiary                                                  (46,539)            --               (14,945)             --  
    Changes in operating assets and
     liabilities:
    Accounts receivable                                             (10,359)         (146,784)           (90,386)          (42,471)
    Inventories                                                    1,382,909   (2,653,966)    1,700,084     865,971 
    Mailing supplies                                                   (684,322)         (141,390)          (150,900)     127,500 
    Deferred promotional mailing costs                                  317,218          (213,059)           236,580       27,852 
    Other assets                                                    (316,839)             (825)          (474,984)           39,904 
    Accounts payable                                             (821,217)             229,004             49,281          (945,573)
    Accrued liabilities                                              214,965           546,433             29,086           (33,951)
    Income taxes payable                                             130,222       (15,000)      51,737    (105,533)

Cash provided by operating activities                              2,925,877     (416,967)    2,449,101     654,554 

Cash flows from investing activities:
 Sales and maturities of marketable securities
  available for sale in 1995                                          94,168                 -        (412,477)       -   
 Purchase of property and equipment                                 (598,692)  (2,280,811)                  (323,618)    (196,136)
 Purchase of mailing lists and intangible
  assets                                                          (1,206,945)    (571,837)     (387,820)     (5,771)

Cash used in investing activities                                 (1,711,469)  (2,852,648)   (1,123,915)   (201,907)

Cash flows from financing activities:
 November 1993 stock offering expenses                             --             (35,050)              --              --        
 Proceeds from director's violation of
  Section 16(b) of the 1934 SEC act                                --               2,758               --              --          
Proceeds from issuance of common stock - net     94,389       82,260        44,875       8,755
 
Cash provided by financing activities                                 94,389       49,968        44,875       8,755

Net decrease in cash and cash equivalents       1,308,797    (3,219,647)    1,370,061      461,402

Cash and cash equivalents,
 at beginning of period                                              120,931    4,745,061       59,667    1,064,012

Cash and cash equivalents, at end of period   $1,429,728   $1,525,414   $1,429,728   $1,525,414


</TABLE>





See accompanying summary of accounting policies and 
notes to financial statements

<PAGE>
                                                                     6

                                           AMRION, INC. AND SUBSIDIARY
                        CONSOLIDATED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1

The unaudited consolidated financial statements and related notes have been
prepared pursuant to the rules and regulations of the Securities and Exchange
Commission.  Accordingly, certain information and footnote disclosures normally
included in financial statements prepared in accordance with generally accepted
accounting principles have been omitted pursuant to such rules and regulations. 
The accompanying financial statements and related notes should be read in
conjunction with the audited financial statements of the Company, and notes
thereto, for the year ended December 31, 1994.

The consolidated financial statements include the accounts of Amrion, Inc.
("Amrion") and those of its 90% owned subsidiary, Natrix International, LLC
("Natrix"), a Colorado Limited Liability Company.  Amrion develops, manufactures
and markets vitamins, herbal formulas, nutraceuticals and other nutritional
supplements throughout the United States using a combination of direct mail,
telemarketing and print advertising.  Natrix is engaged in the marketing and
distribution domestically of Bilberry 2020.

The financial statements reflect all adjustments which are, in the opinion of
management, necessary for a fair statement of the results for the periods
presented.  All significant intercompany accounts and transactions have been
eliminated in consolidation.

NOTE 2

The Company's financial instruments exposed to concentrations of credit risk
consist primarily of trade accounts receivable, cash equivalents and marketable
securities.  Concentrations of credit risk with respect to such accounts
receivable are limited due to the Company's large customer base, generally short
payment terms, and their dispersion across geographic areas.

The Company's cash equivalents are high quality money market accounts placed 
with major financial institutions.  Marketable securities consist primarily of
preferred and common stock and AAA rated tax-exempt municipal bonds.  The 
Company considers cash and all highly liquid investments purchased with an 
original maturity of three months or less to be cash equivalents.  The 
investment policy limits the Company's exposure to concentrations of credit 
risk.

At September 30, 1995, all marketable equity and debt securities have been
categorized as available for sale and as a result are stated at fair value. 
Unrealized gains and losses are included as a component of stockholders' equity
until realized.

NOTE 3

Inventories are valued at the lower-of-cost or market.  Cost is determined using
the weighted average cost method.

Property and equipment are stated at cost.  Depreciation is computed using the
straight-line method based on the estimated useful lives of related assets,
generally 3 to 31.5 years.  Maintenance and repair costs are expensed as
incurred.

NOTE 4

The costs of mailed promotional materials are amortized over the expected
promotional benefit period of three months.

Purchased mailing lists, trademarks and copyrights are amortized by the
straight-line method over their estimated useful lives, which range from five 
to ten years.  On an ongoing basis, the Company reviews the recoverability and
amortization periods of intangible assets, taking into consideration any events
or circumstances which could impair the assets' carrying value, and records
adjustments when necessary.


<PAGE>
                                                         7

PART I            FINANCIAL

Item 2.           Management's Discussion and Analysis of Financial
                  Condition and Results of Operations for the Period from
                  January 1, 1995, to September 30, 1995.

The following review concerns the three and nine-month periods ended September
30, 1995, and September 30, 1994, which should be read in conjunction with the
financial statements and notes thereto presented in this Form 10-Q.

Results of Operations               

         For the three and nine-month periods ended September 30, 1995, and
September 30, 1994.

Net sales for the three months ended September 30, 1995, were $10,738,000, an
increase of $4,023,000 (60%) over the same period in 1994.  Net sales for the
nine months ended September 30, 1995, were $29,680,000, an increase of
$11,306,000 (62%) over the same period in 1994.  The continued growth in net
sales for the quarter and nine months ended September 30, 1995, was a direct
result of the Company's marketing program which enlarged the number of new
customers by approximately 35%, and to a lesser extent, the Company's effort to
diversify the product base with the introduction of 44 new products. 

The Company has been able to expand sales through larger and more frequent
customer acquisition mailings due to the nationwide trend towards preventive
health care as a viable alternative to traditional medical treatment.  The 
retail market for vitamin and nutritional supplements has grown dramatically 
from $3.5 billion in 1991 to an estimated $4.7 billion in 1994.  The Company 
also attributes a portion of the increase in net sales to improvements in 
customer segmentation mailing programs within the existing customer base.  In 
essence, the Company was able to continue to generate excellent sales response 
rates on smaller and more targeted mailings to its existing customers.

The Company intends to continue to implement new customer acquisition programs
through mailings, telemarketing, direct response television, field sales
representatives and expanded retail distribution programs.  The Company will 
add up to 60 new products through these scheduled marketing programs for the
remaining three months in 1995.

Cost of products increased to $4,903,000 and $12,960,000 for the three and nine-
month periods ended September 30, 1995, compared to $2,989,000 and $8,168,000,
respectively, for the same periods in 1994.  However, as a percentage of net
sales, cost of products decreased by 1% over the same nine-month period in the
prior year due to reductions in product costs from in-house manufacturing.  The
Company believes its manufacturing facility will continue to reduce the cost of
its products in 1995 and 1996.  However, these savings may be offset by the
increasing cost of raw materials from the Company's suppliers due to the 
possible continued deterioration of the value of the U.S. Dollar against 
foreign currencies and the general increase in demand for these products.

Cost of mailings increased to $1,792,000 and $5,652,000 for the three and nine-
month periods ended September 30, 1995, compared to $1,014,000 and $2,705,000,
respectively, for the same periods in 1994.  As a percentage of net sales, cost
of mailings increased to 17% for the three-month period ended September 30, 
1995, from 15% for the same three-month period one year ago.

Overall, as a percentage of net sales, cost of mailings increased to 19% for 
the nine-month period ended September 30, 1995, from 15% for the same nine-
month period one year ago.  The increase as a percentage of net sales was due 
to the increased investment in customer acquisition mailings which have lower 
response rates than existing customer mailings.  Additionally, the Company 
experienced increases in postage rates and paper costs for the nine-month 
period ended September 30, 1995.  The Company is estimating the cost of 
mailings to be 19% of sales for the twelve months ended December 31, 1995.





<PAGE>
                                                         8

     In the  three  months  ended  September  30,  1995,  selling,  general  and
administrative  expenses ("SG&A") increased by $820,000 (40%) to $2,890,000 from
the same period in the prior year.  SG&A for the nine months ended September 30,
1995, increased by $2,667,000 (47%) to $8,306,000 compared to $5,639,000 for the
nine months ended September 30, 1994. This significant  increase of SG&A was due
primarily to additional  general and  administrative  expenses of  approximately
$1,723,000  and  substantial  increases  in product  marketing  and  development
expenses  of  approximately  $944,000  which were  necessary  to support the 62%
growth in sales for the  nine-month  period ended  September 30, 1995.  However,
SG&A as a percentage  of net sales  decreased to 28% for the  nine-month  period
ended September 30, 1995, from 31% for the same nine-month  period one year ago.
In the three months ended  September 30, 1995, net income  increased by $302,000
(54%) to $865,000  compared to net income of $563,000 for the three months ended
September  30, 1994.  In the nine months ended  September  30, 1995,  net income
increased by $557,000  (35%) to $2,151,000  compared to net income of $1,594,000
for the nine months ended September 30, 1994. As a percentage of net sales,  net
income  decreased to 7.2% for the  nine-month  period ended  September 30, 1995,
from 8.7% for the same  nine-month  period  one year ago.  The  decrease  in net
income as a  percentage  of net sales was due to the ongoing  investment  in the
development of the Company's  newer retail product lines.  Liquidity and Capital
Resources The Company  generated  $2,926,000 in cash from  operating  activities
during the nine  months  ended  September  30,  1995,  compared  to cash used of
$417,000 for the
same period in 1994.  The net increase in cash from operating activities of
$3,343,000 during the nine months ended September 30, 1995, versus the same
period in 1994, was due to the increase in net income of $557,000 and the
decrease of product inventories by $1,383,000 in 1995 compared to increases of
$2,654,000 during 1994.  The continued decrease of inventories by $1,700,000 and
$1,383,000 during the three and nine-month periods ended September 30, 1995, was
due to the Company's in-house manufacturing facility that began production in
June 1994.  This facility enhanced the Company's ability to increase product
inventory turns during a period of rapidly expanding sales.

These cash sources were offset by a decrease of $606,000 in accounts payable and
accrued liabilities and mailing supply inventory increases of $684,000 for the
nine-month period ended September 30, 1995.  For the same nine-month period in
1994, accounts payable and accrued liabilities increased by $775,000 and mailing
supply inventories increased by $141,000.  

Cash flows used by investing  activities totaled $1,711,000 during the nine
months ended September 30, 1995,  versus $2,853,000 for the same period in 1994.
The decrease in cash flows used by investing  activities  of  $1,142,000  during
1995  compared  to  1994,   resulted  from  the  acquisition  of  the  Company's
manufacturing facility for a cost of $1,770,000 in 1994. Cash flows generated by
financing  activities totaled $94,000 during the nine months ended September 30,
1995 as a result of stock options being exercised that were granted to directors
and employees during 1993 and 1992. The Company has a $355,000 revolving line of
credit  agreement  with a bank which bears  interest at 1% over the bank's prime
lending rate and expires on January 10, 1996.  No amounts  were  outstanding  at
December 31, 1994 or June 30, 1995.

PART II OTHER INFORMATION

Item 4.           Submission of Matters to a Vote of Security Holders.

On July 20, 1995, the Company held its 1995 Annual Meeting of Shareholders.  The
following matters, and the shareholder vote on each matter, were considered by
the Company's shareholders:

         1.  To adopt the Company's 1994 Non-Qualified Stock Option Plan:

                  2,058,483 shares voted for the proposal
                    259,863 shares voted against the proposal; and

<PAGE>
                                                         9

                     30,091 shares abstained (including broker non-votes).


      2.  To adopt the Company's 1994 Non-Employee Director Stock Option Plan:

                  2,069,805 shares voted for the proposal

                    285,918 shares voted against the proposal; and
                     31,452 shares abstained (including broker non-votes).

      3.  To adopt certain administrative amendments to the Company's Articles
of Incorporation:

                  3,589,064 shares voted for the proposal
                    166,562 shares voted against the proposal; and
                     30,939 shares abstained (including broker non-votes).

         4.  To adopt Article XI to the Company's restated articles of
incorporation, specifying the circumstances under which certain related party
transactions are permissible.

                  3,561,905 shares voted for the proposal
                    187,997 shares voted against the proposal; and
                     36,663 shares abstained (including broker non-votes).

       5.  To adopt Articles XII and XIII of the Company's restated articles of
incorporation, revising the indemnification provisions relating to officers and
directors and limiting the monetary liability of officers and directors in
accordance with the Colorado Business Corporation Act.

                  3,562,578 shares voted for the proposal
                    190,293 shares voted against the proposal; and
                     33,694 shares abstained (including broker non-votes).

         6.  To ratify the appointment of BDO Seidman as the Company's
  independent public accountants.

                  3,755,006 shares voted for the proposal
                     10,772 shares voted against the proposal; and
                      9,964 shares abstained (including broker non-votes).

The Annual Meeting has been further adjourned to November 17, 1995 to consider
certain other matters which were not voted upon during the July 20, 1995
meeting.

No other information is required to be included in response to Items 1-6 under
Part II of this form 10-Q.  No report on Form 8-K was filed during the quarter
ending September 30, 1995.

<PAGE>
                                                        10






                                                    SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.


                                                AMRION, INC.

Date: November 14, 1995
                       by:                                               
                         Jeffrey S. Williams, Chief Financial Officer

<PAGE>
                                                        11






                                                    SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.

                                             AMRION, INC.

Date: November 14, 1995
                        by: /s/ Jeffrey S. Williams                     
                         Jeffrey S. Williams, Chief Financial Officer 




                                                        12