UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549





FORM 10-K/A


(Amendment No. 2)


(Mark One)





x
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the fiscal year ended December 31, 2008.





o
TRANSITION REPORT PURSUANT TO SECTION 13 OR l5(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period fromto.





Commission file number 0-7475





NATURE VISION, INC.


(Exact name of registrant as specified in its charter)





MINNESOTA
41-0831186(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)1480 Northern Pacific Road, Brainerd, MN
56401(Address of principal executive offices)
(Zip Code)





Registrant's telephone number (218)825 - 0733





Securities registered under Section 12(b) of the Exchange Act:





Title of each class
Name of each exchange on which registeredCommon Stock, par value $0.16 per share
The NASDAQ Stock Market LLC





Securities registered under Section l2(g) of the Exchange Act:        None




Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YesoNox





Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or l5(d) of the Act.YesoNox





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. YesxNoo





Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such
files).  Yes oNo o





Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form
10-K or any amendment to this Form 10-K.o





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




Large accelerated filero
Accelerated filero
Non-accelerated filero
Smaller reporting companyx





Indicate by check mark whether the registrant is a shell company (as defined in Rule l2b-2 of the Exchange Act).YesoNox





The aggregate market value of the voting common equity held by non-affiliates of registrant as of June 30, 2008 (the last business day of the registrant’s most recently completed second fiscal quarter) was $2,020,282, based on the last sale price of the common stock as reported on the NASDAQ Capital Market on such date. For purposes
of these computations, the affiliates of the registrant are deemed only to be the registrant’s directors and officers.












The number of shares outstanding of the registrant’s common stock, par value $0.16 per share, as of March 16, 2009 was 2,312,583.




DOCUMENTS INCORPORATED BY REFERENCE





None.





Explanatory Note:


The purpose of this Form 10-K/A is to amend Exhibit 31.1 and 31.2 related to our Annual Report on Form 10-K for the fiscal year ended December 31, 2008 which was filed with the Securities and Exchange Commission on March 31, 2009 (the “2008 Form 10-K”).  The reason for this 10-K/A is to update certain language in the
exhibits based on a comment letter we received from the Securities Exchange Commission on June 10, 2009.  Further, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), new certifications by our principal executive officer and principal financial officer are being filed as exhibits to this Form 10-K/A under Item 15 of Part IV hereof.





For purposes of this Form 10-K/A, and in accordance with Rule 12b-15 under the Exchange Act, Exhibits 31.1 and 31.2 have been amended and restated in their entireties.  No attempt has been made in this Form 10-K/A to modify or update other disclosures as presented in the 2008 Form 10-K.





PART IV





Item 15.   EXHIBITS, FINANCIAL STATEMENT SCHEDULES





Exhibit Index




31.1
Certification of Chief Executive Officer.


31.2
Certification of Chief Financial Officer.










SIGNATURES





In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.





Nature Vision, Inc.Date:  June 29, 2009
By:   /s/   Jeffrey P. ZernovJeffrey P. Zernov, Presidentand Chief Executive Officer





In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.





/s/ Jeffrey P. ZernovJune 29, 2009Jeffrey P. Zernov(President, Chief Executive Officer and a Director)/s/ Robert P. KingJune 29, 2009Robert P. King(Chief Financial Officer, Chief Accounting Officer and Secretary)/s/ Richard P. KiphartJune 29, 2009Richard P. Kiphart(Director)/s/ Scott S. MeyersJune 29, 2009Scott S. Meyers(Director)/s/ Curtis A. SampsonJune 29, 2009Curtis A. Sampson(Director)