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, 1996


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

                                            Yes   X    No


Common stock, par value $.0011 per share: 5,301,814 shares outstanding
 as of September 30, 1996.


<PAGE>




                                                  PART 1. FINANCIAL
                                      ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS




<PAGE>







                                             AMRION, INC. AND SUBSIDIARY

                                             CONSOLIDATED BALANCE SHEETS

                                 AS OF SEPTEMBER 30, 1996 AND DECEMBER 31, 1995





<TABLE>
                                                           September 30,        December 31,
                                                              1996                  1995
                                                          (Unaudited)            (Audited)

                             Assets

<S>                                                      <C>                    <C>                                
Current:

  Cash and cash equivalents                               $ 1,216,910           $   831,544
  Accounts receivable, less allowance
    of $38,000 and $48,000
    for possible losses                                       718,651               624,006
  Inventories                                               7,487,706             5,035,872
  Mail supplies                                               586,095             1,026,463
  Deferred promotional mailing costs, net                   1,241,789             1,103,987
  Other                                                       408,555               393,273
                                                           ----------            ----------

Total current assets                                       11,659,706             9,015,145
                                                           ----------             ---------


Property and equipment, net                                 5,189,478             4,368,672
                                                           ----------             ----------


Other assets:

 Marketable securities available for sale                   7,175,722             7,934,514
 Mailing lists, net                                         2,532,685             2,111,556
 Intangible assets, net                                       137,489               170,429

Total other assets                                          9,845,896            10,216,499
                                                           ----------           ----------

Total assets                                              $26,695,080           $23,600,316
                                                           ==========           ==========








 See accompanying notes to the consolidated financial statements

</TABLE>
<PAGE>



                                           AMRION, INC. AND SUBSIDIARY

                                           CONSOLIDATED BALANCE SHEETS

                                 AS OF SEPTEMBER 30, 1996 AND DECEMBER 31, 1995


<TABLE>
                                                           September 30,        December 31,
                                                               1996                1995
                                                           (Unaudited)          (Audited)


         Liabilities and Stockholders' Equity

                                                                                                                     
Current:
 <S>                                                      <C>                   <C> 
 Accounts payable                                         $ 1,252,835           $ 3,094,662
 Accrued liabilities                                        1,102,207               456,183
 Income taxes payable                                         304,002               193,255
                                                           ----------             ----------

Total current liabilities                                   2,659,044             3,744,100

Deferred income taxes                                         104,000               104,000
                                                           ----------             ----------

Total liabilities                                           2,763,044             3,848,100
                                                            ----------            ----------


Minority interest                                             (15,528)               32,865


Stockholders' equity:

 Common stock, $.0011 par value - shares
  authorized, 10,000,000; issued 5,301,81 
 and 5,026,813                                                  5,832                 5,529
 Additional paid-in capital                                12,849,614            11,788,856
 Retained earnings                                         11,343,141             8,090,756
 Marketable securities valuation
  allowance                                                  (251,023)             (165,790)
                                                            ----------            ----------


Total stockholders' equity                                 23,947,564            19,719,351
                                                           ----------            ----------

                                                          $26,695,080           $23,600,316

 See accompanying notes to the consolidated financial statements
</TABLE>
<PAGE>


                                            AMRION, INC. AND SUBSIDIARY

                                         CONSOLIDATED STATEMENTS OF INCOME

                                    FOR THE NINE AND THREE-MONTH PERIODS ENDED
                                            SEPTEMBER 30, 1996 AND 1995

<TABLE>
<CAPTION>
                                            
                             Nine months                    Three months
                               ended                           ended
                            September 30,                   September 30,

                          1996           1995            1996          1995
                       (Unaudited)    (Unaudited)     (Unaudited)  (Unaudited)

<S>                   <C>            <C>             <C>           <C>
Net sales             $39,316,695    $29,680,380     $14,063,408   $10,738,458
                      -----------     ----------      ----------    ----------

Cost of sales:
 Cost of products      16,656,699     12,960,231       5,858,904     4,903,272
 Cost of mailings       7,406,515      5,652,387       2,630,110     1,791,994
                       ----------     ----------      ----------    ----------

 Cost of sales         24,063,214     18,612,618       8,489,014     6,695,266
                       ----------     ----------      ----------    ----------

 Gross profit          15,253,481     11,067,762       5,574,394     4,043,192

Operating expenses -
 Selling, general and
 administration        11,011,631       8,305,581       3,894,552     2,889,827
                       ----------      ----------      ----------    ----------

Income from operations  4,241,850       2,762,181       1,679,842     1,153,365
                       ----------      ----------      ----------    ----------

Other income, net         466,316         631,880         139,820       216,035
                       ----------      ----------      ----------    ----------

Income before taxes
 on income              4,708,166       3,394,061       1,819,662     1,369,400

Taxes on income         1,455,781       1,242,873         664,980       504,323
                       ----------      ----------      ----------    ----------

Net income             $3,252,385      $2,151,188      $1,154,682    $  865,077
                       ==========      ==========      ==========    ==========


Net income per common
 and equivalent share  $      .63     $      .42      $      .22    $      .17
                       ==========     ==========      ==========    ==========


Weighted average number
 of common shares and
 equivalents
 outstanding            5,177,180      5,075,379       5,298,248     5,136,322
                       ==========     ==========      ==========    ==========


 See accompanying notes to the consolidated financial statements
</TABLE>
<PAGE>



                                             AMRION, INC. AND SUBSIDIARY

                                       CONSOLIDATED STATEMENTS OF CASH FLOWS

                                    FOR THE NINE AND THREE-MONTH PERIODS ENDED
                                           SEPTEMBER 30, 1996 AND 1995


<TABLE>
<CAPTION>




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

                                                             1996                            1995                1996        1995
                                                 (Unaudited)     (Unaudited)      (Unaudited)    (Unaudited)
<S>                                               <C>            <C>              <C>             <C>
Cash flows from operating activities:
 Net income                                       $3,252,385     $2,151,188       $1,154,682      $ 865,077
 Adjustments to reconcile net income to net
  cash provided by operating activities:
   Depreciation and amortization                   1,068,936        608,651          386,287        248,471

   Changes in operating assets and liabilities:
     Accounts receivable                            (94,645)        (10,359)          96,384        (90,386)
     Inventories                                 (2,451,834)      1,382,909          753,401      1,700,084
     Mailing supplies                               440,368        (684,322)         136,785       (150,900)
     Deferred promotional mailing costs            (137,802)        317,218         (207,619)       236,580
     Other assets                                   (15,282)       (316,839)         (91,032)      (474,984)
     Accounts payable                            (1,841,827)       (821,217)        (838,347)        49,281
     Accrued liabilities                            646,024         214,965          358,901         29,086
     Income taxes payable                           110,747         130,222           70,807         51,737
                                                   ---------       ---------          ------         ------

Cash provided by operating activities               977,070       2,972,416        1,820,249      2,464,046
                                                    -------      ----------        ---------      ---------

Cash flows from investing activities:
 Sales of marketable securities
  available for sale                                673,559          94,168          193,744       (412,477)
 Purchase of property and equipment              (1,349,965)       (598,692)        (617,774)      (323,618)
 Purchase of mailing lists and intangible
  assets                                           (976,359)     (1,253,484)        (307,054)      (402,765)
                                                   ---------     -----------        --------       ---------

Cash used in investing activities                (1,652,765)     (1,758,008)        (731,084)    (1,138,860)
                                                  ----------      ----------        ---------    -----------

Cash flows from financing activities:
 Proceeds from issuance of common
  stock - net                                     1,061,061          94,389              (78)        44,875
                                                 -----------      ----------          -------     ----------

Net increase in cash and cash equivalents           385,366       1,308,797        1,089,087      1,370,061

Cash and cash equivalents,
 at beginning of period                             831,544         120,931          127,823         59,667
                                                  ----------       --------       -----------    -----------

Cash and cash equivalents,
 at end of period                                $1,216,910      $1,429,728       $1,216,910     $1,429,728
                                                 ==========      ==========        ==========    ==========




  See accompanying notes to the consolidated financial statements



</TABLE>
<PAGE>





                                             AMRION, INC. AND SUBSIDIARY
                                     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, 1995.

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  (collectively the Company).
Amrion markets nutritional  supplements principally throughout the United States
as well as to customers in the Far East, Europe and Mexico,  using a combination
of direct mail,  telemarketing,  print advertising and a network of distributors
and brokers. Natrix is engaged in the marketing and distribution domestically of
its Advanced Botanics product line to major retail drug and food chains.

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 large number of customers  dispersed across  geographic areas
and generally short payment terms.

The Company's cash  equivalents are high quality money market accounts held with
major financial  institutions.  Marketable  securities  consist primarily of AAA
rated tax-exempt municipal bonds and preferred stock. 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.

The Company  accounts for marketable  securities in accordance with Statement of
Financial  Accounting  Standards No. 115, "Accounting for Certain Investments in
Debt and Equity Securities." All marketable equity and debt securities have been
categorized  as  available  for sale as the Company  does not have the  positive
intent  to  hold to  maturity  or does  not  intend  to  trade  actively.  These
securities are stated at fair value with unrealized gains and losses included as
a component of stockholders' equity until realized.


NOTE 3

Inventories  are  valued  at the  lower-of-cost  (Standard,  which  approximates
First-in, First-out) or market.

Property and  equipment is 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

Direct-response  advertising  consists  primarily  of  direct-mail  advertising,
including deferred  promotional  mailing costs, of the Company's  products.  The
capitalized costs of mailed  promotional  materials and print advertising in the
Direct Marketing  Division are amortized over the expected  promotional  benefit
period of three months.  Other advertising and promotional costs are expensed at
the time the advertising takes place.

Income per common and equivalent share is based on the  weighted-average  number
of common shares outstanding  during each of the periods  presented.  Options to
purchase stock are included as common stock equivalents when dilutive.

Certain  items  included  in  prior  years'   financial   statements  have  been
reclassified to conform to the current year presentation.



PART I   FINANCIAL

Item              2. Management's Discussion and Analysis of Financial Condition
                  and Results of Operations for the Period from January 1, 1996,
                  to September 30, 1996.

The following  review concerns the three and nine-month  periods ended September
30, 1996, and September 30, 1995,  which should be read in conjunction  with the
financial statements and notes thereto presented in this Form 10-Q.

The information set forth in "Management's  Discussion and Analysis of Financial
Condition and Results of Operations" below includes "forward looking statements"
within the meaning of Section 27A of the  Securities  Act, and is subject to the
safe harbor created by that section.  Factors that could cause actual results to
differ materially from those contained in the forward looking statements are set
forth in  "Management's  Discussion  and  Analysis of  Financial  Condition  and
Results of Operations."

Results of Operations

For the three and nine-month periods ended September 30, 1996, and September 30,
1995.

Net sales for the three months ended  September  30, 1996 were  $14,063,000,  an
increase of  $3,325,000  (31%) over the same  period in 1995.  Net sales for the
nine months ended September 30, 1996 were $39,317,000, an increase of $9,637,000
(32%)  over the same  period  in 1995.  The  continued  growth  in sales for the
quarter and nine months ended September 30, 1996 was due to the continued growth
in the retail market for nutritional  supplement  products (sales growth of more
than 51% from $3.5 billion in 1991 to $5.3 billion in 1995).  Also,  the Company
was successful with its customer acquisition programs and promotional  marketing
campaigns and continued to improve efficiencies in customer segmentation mailing
programs within the existing customer base. As a result, the Company was able to
cost-effectively  generate  positive  sales  response  rates on smaller and more
targeted  mailings to its existing  customers.  Finally,  the Company's  primary
marketing efforts are directed toward persons aged 45 years and older,  which is
the  fastest  growing  segment  of the U.S.  population,  and  trending  towards
preventative  health  care  as  a  viable  alternative  to  traditional  medical
treatment.

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 through its network of
distributors and brokers.

Cost of products  increased  to  $5,859,000  and  $16,657,000  for the three and
nine-month  periods  ended  September  30,  1996,  compared  to  $4,903,000  and
$12,960,000,  respectively,  for  the  same  periods  in  1995.  However,  as  a
percentage  of net  sales,  cost  of  products  decreased  by 2% over  the  same
nine-month  period in the prior year due to  reductions  in  product  costs from
lower raw material prices through  multi-sourcing  and strategic  alliances with
raw material  suppliers  and in-house  manufacturing.  The Company  believes its
strategic  alliances,  multi-sourcing  of suppliers and cost reductions  through
greater  volumes along with in-house  manufacturing  will continue to reduce the
cost of its products in 1996 and 1997.  However, the Company is subject to 
variations in the costs of its raw materials, which may offset any cost savings
realized from strategic alliances, multi-sourcing, and in-house manufacturing.

Cost of  mailings  increased  to  $2,630,000  and  $7,407,000  for the three and
nine-month  periods  ended  September  30,  1996,  compared  to  $1,792,000  and
$5,652,000,  respectively,  for the same periods in 1995. As a percentage of net
sales,  cost of  mailings  remained  the same for the  nine-month  period  ended
September  30, 1996,  compared to the same  nine-month  period one year ago. The
Company is  estimating  the cost of  mailings  to be 19% of sales for the twelve
months ended December 31, 1996.  However,  cost of mailings may be higher due to
further  increases in postage  rates,  paper costs and lower response rates from
targeted mailings during the remaining three months of 1996.

In  the  three  months  ended   September   30,  1996,   selling,   general  and
administrative  expenses  ("SG&A")  increased by $1,005,000  (35%) to $3,895,000
from the same period in the prior year. SG&A for the nine months ended September
30, 1996,  increased by $2,706,000  (33%) to $11,012,000  compared to $8,306,000
for the nine months  ended  September  30, 1995.  This  increase of SG&A was due
primarily to additional  general and  administrative  expenses of  approximately
$1,693,000  and  increases  in product  marketing  and  development  expenses of
approximately $1,013,000 which were necessary to support the 32% growth in sales
for the  nine-month  period ended  September  30, 1996.  As a percentage  of net
sales, SG&A remained the same, at 28%, for the nine-month period ended September
30, 1996, compared to the same nine-month period one year ago.

In the three months ended  September 30, 1996, net income  increased by $290,000
(33%) to  $1,155,000  compared  to net income of $865,000  for the three  months
ended  September  30, 1995.  In the nine months ended  September  30, 1996,  net
income  increased by $1,101,000  (51%) to  $3,252,000  compared to net income of
$2,151,000 for the nine months ended  September 30, 1995. As a percentage of net
sales, net income increased to 8% for the nine-month  period ended September 30,
1996, from 7% for the same nine-month period one year ago.  Overall,  the growth
in net income for the quarter and nine-month  periods ended  September 30, 1996,
was due to the Company's increased sales and effective cost control efforts.

Liquidity and Capital Resources

The Company generated $977,000 in cash from operating activities during the nine
months ended  September 30, 1996,  compared to cash  generated of $2,972,000 for
the same period in 1995. The net decrease in cash from  operating  activities of
$1,995,000  during the nine months ended  September  30,  1996,  versus the same
period in 1995,  was due to the increase in product  inventories  by  $2,452,000
compared to decreases of $1,383,000  during 1995.  The  significant  increase in
product  inventories  was  necessary  to allow the  Company to respond to future
demand for its products due to projected sales growth during 1996. Additionally,
deferred  promotional  mailing costs increased by $138,000 compared to decreases
of $317,000  during 1995 to support the  continued  sales growth.  Finally,  the
decline in cash from operating  activities  resulted from a decrease in accounts
payable of $1,842,000 compared to a decrease of $821,000 for the same period one
year ago.

These cash outflows were offset by net income of $3,252,000,  an increase of
$1,101,000  from $2,151,000 in 1995 and a decrease of $440,000 in mailing
supplies from December 31, 1995.

Cash flows  used by  investing  activities  totaled  $1,653,000  during the nine
months ended  September 30, 1996 versus  $1,758,000 for the same period in 1995.
The use of cash during 1996  resulted  from the  purchase of  equipment  for the
Company's  manufacturing  facility  and new computer software for the Company's
conversion to a state-of-the-art software database and financial 
applications for a total of $1,350,000. Additionally, the Company used $976,000
to purchase  mailing lists and other  intangible  assets.Finally, the Company 
generated $674,000 from sales of marketable securities. The Company  believes
the cash  invested in  marketable  securities  and its current working capital
position will be adequate to meet future operating needs.

Cash flows generated by financing  activities totaled $1,061,000 during the nine
months ended  September 30, 1996 as a result of stock  options  being  exercised
that were granted to employees and directors during 1994, 1993 and 1992.

The Company has a $650,000  revolving line of credit agreement with a bank which
bears  interest at 1% over the bank's prime lending rate and expires on June 21,
1997. No amounts were outstanding at December 31, 1995 or September 30, 1996.


PART II OTHER INFORMATION

No other  information  is required to be included in response to Items 1-6 under
Part II of this form 10-Q. 

Item 6.   Exhibits and Reports on Form 8-K

          (a)  Exhibits

               Exhibit Number:               Description:

                     27                      Financial Data Schedule

          (b)  No reports on Form 8-K were filed during the quarter ending
               September 30, 1996.
<PAGE>




                                                     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, 1996



by:
Jeffrey S. Williams,
Chief Financial Officer


<PAGE>







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, 1996


by: /s/ Jeffrey S. Williams
Jeffrey S. Williams, Chief Financial Officer
<PAGE>