**Exhibit 31.1**

**CERTIFICATIONS**

I, Frank W. Gay II, certify that:

1.                I have reviewedthis quarterly report on Form 10-Q of Nutraceutical InternationalCorporation;

2.                Based on myknowledge, this quarterly report does not contain any untrue statement of amaterial fact or omit to state a material fact necessary to make the statementsmade, in light of circumstances under which such statements were made, notmisleading with respect to the period covered by this report;

3.                Based on myknowledge, the financial statements, and other financial information includedin this report, fairly present in all material respects the financialcondition, results of operations and cash flows of the Registrant as of, andfor, the periods presented in this report;

4.                The Registrant’sother certifying officer and I are responsible for establishing and maintainingdisclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and15d-15(e)) and internal control over financial reporting (as defined inExchange Act Rules 13a-15(f) and 15d-15(f)) for theRegistrant and have:

a)                designed suchdisclosure controls and procedures, or caused such disclosure controls andprocedures to be designed under our supervision, to ensure that materialinformation relating to the Registrant, including its consolidatedsubsidiaries, is made known to us by others within those entities, particularlyduring the period in which this quarterly report is being prepared;

b)               designed suchinternal controls over financial reporting, or caused such internal controlover financial reporting to be designed under our supervision, to providereasonable assurance regarding the reliability of financial reporting and thepreparation of financial statements for external purposes in accordance withgenerally accepted accounting principles;

c)                evaluated theeffectiveness of the Registrant’s disclosure controls and procedures andpresented in this report our conclusions about the effectiveness of thedisclosure controls and procedures, as of the end of the period covered by thisreport based on such evaluation; and

d)               disclosed in thisreport any change in the Registrant’s internal control over financial reportingthat occurred during the Registrant’s third fiscal quarter that has materiallyaffected, or is reasonably likely to materially affect, the Registrant’sinternal control over financial reporting; and

5.                The Registrant’sother certifying officer and I have disclosed, based on our most recentevaluation of internal control over financial reporting, to the Registrant’sauditors and the audit committee of the Registrant’s board of directors (orpersons performing the equivalent functions):

a)                all significantdeficiencies and material weaknesses in the design or operation of internalcontrol over financial reporting which are reasonably likely to adverselyaffect the Registrant’s ability to record, process, summarize and reportfinancial information; and

b)               anyfraud, whether or not material, that involves management or other employees whohave a significant role in the Registrant’s internal control over financialreporting.
| Date: July 29, 2004 | /s/  Frank W. Gay II                                |   |
|--------------------------|-----------------------------------------------------|--------|
| ** **               | Frank  W. Gay II                                    |
| ** **               | *Chairman of the Board and Chief Executive Officer* |
| ** **               | *(Principal Executive Officer)*                     |

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**CERTIFICATIONS**

I, Leslie M. Brown, Jr., certify that:

1.                I have reviewedthis quarterly report on Form 10-Q of Nutraceutical InternationalCorporation;

2.                Based on myknowledge, this quarterly report does not contain any untrue statement of amaterial fact or omit to state a material fact necessary to make the statementsmade, in light of circumstances under which such statements were made, notmisleading with respect to the period covered by this report;

3.                Based on myknowledge, the financial statements, and other financial information includedin this report, fairly present in all material respects the financialcondition, results of operations and cash flows of the Registrant as of, andfor, the periods presented in this report;

4.                The Registrant’sother certifying officer and I are responsible for establishing and maintainingdisclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and15d-15(e)) and internal control over financial reporting (as defined inExchange Act Rules 13a-15(f) and 15d-15(f)) for theRegistrant and have:

a)                designed suchdisclosure controls and procedures, or caused such disclosure controls andprocedures to be designed under our supervision, to ensure that materialinformation relating to the Registrant, including its consolidatedsubsidiaries, is made known to us by others within those entities, particularlyduring the period in which this quarterly report is being prepared;

b)               designed suchinternal controls over financial reporting, or caused such internal controlover financial reporting to be designed under our supervision, to providereasonable assurance regarding the reliability of financial reporting and thepreparation of financial statements for external purposes in accordance withgenerally accepted accounting principles;

c)                evaluated theeffectiveness of the Registrant’s disclosure controls and procedures andpresented in this report our conclusions about the effectiveness of thedisclosure controls and procedures, as of the end of the period covered by thisreport based on such evaluation; and

d)               disclosed in thisreport any change in the Registrant’s internal control over financial reportingthat occurred during the Registrant’s third fiscal quarter that has materiallyaffected, or is reasonably likely to materially affect, the Registrant’sinternal control over financial reporting; and

5.                The Registrant’sother certifying officer and I have disclosed, based on our most recentevaluation of internal control over financial reporting, to the Registrant’sauditors and the audit committee of the Registrant’s board of directors (orpersons performing the equivalent functions):

a)                all significantdeficiencies and material weaknesses in the design or operation of internalcontrol over financial reporting which are reasonably likely to adverselyaffect the Registrant’s ability to record, process, summarize and reportfinancial information; and

b)               anyfraud, whether or not material, that involves management or other employees whohave a significant role in the Registrant’s internal control over financialreporting.
| Date: July 29, 2004 | /s/ Leslie M.  Brown, Jr.                    |   |
|--------------------------|---------------------------------------------------|--------|
|                     | Leslie M. Brown, Jr.                         |
|                     | *Senior Vice President, Finance,*                 |
|                     | *Chief Financial Officer and Assistant Secretary* |
|                     | *(Principal Financial and Accounting Officer)*    |

 

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