**Exhibit 14**

 

**Nature’s Sunshine Products**

**Code of Conduct**

 

ThisCode of Conduct summarizes the guiding principles of honesty, integrity andlawful conduct expected of every employee, officer and member of the Board of Directors(“Director”) of Nature’s Sunshine Products, Inc. and its affiliates (“NSP”or “the Company”).  All Company personnelare required to abide by and uphold a high standard of ethics.  All such persons are expected to maintainintegrity and honesty in their dealings with other employees, officers,Directors and affiliates of the Company, as well as with customers, vendors, distributors,shareholders, outside contractors, and government officials.  This guide does not purport to present acomprehensive code addressing every legal or ethical issue that NSP personnelmay confront, nor does it summarize all laws, regulations and policies thatapply to our business, but it provides basic principles to guide NSP personnel.  Any employee, officer, or Director whobelieves that any other employee, officer or Director may be in violation ofthis Code or any applicable law, is expected to report that information to (i) theGeneral Counsel’s Office, (ii) the Audit Committee of the Board orDirectors or (iii) through the anonymous hotline procedures provided byNSP.  Any person found in violation ofreasonable standards of ethics may be subject to disciplinary action, up to andincluding dismissal from association with NSP.

 

**Conflictsof Interest**

 

Employees,officers and Directors (“NSP Personnel”) are prohibited from engaging in anyactivity, practice or conduct that conflicts, or appears to conflict, with theinterests of the Company, its customers, or its suppliers.  No NSP Personnel may be employed by, own morethan one percent of the publicly traded stock in, have a financial or materialinterest in, or be an independent distributor of any business that is a directcompetitor of NSP.  Direct competitorsinclude all firms with which NSP competes for distributors or which sellsimilar products to those of NSP.  NSPPersonnel may not at any time seek, directly or indirectly, any object ofvalue, including payments, fees, loans, services, gifts, entertainment, orother favors from any person or firm as a condition or result of their doingbusiness with NSP. NSP Personnel are required to notify and obtain approval fromat least a vice president level employee of (i) any gratuitous payment,fee, service, gift or favor from vendors of any value greater than $50 or (ii) anyentertainment having a value of over $200 in any one calendar year.

 

NSPPersonnel who obtain “free” or “discounted” products through NSP productbenefits may provide such products only for the individual’s immediate familyuse and may not sell or resell such products. NSP Personnel and any immediate household members, including theirspouses or dependent children, may not be “independent distributors” withauthorization to sell, distribute, or build business “downlines” with NSPproducts.  This prohibition applies toNSP Personnel and any other individual employed by Nature’s Sunshine Products, Inc.,its subsidiaries, joint ventures or any other related business entity.

 

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**Compliancewith all laws**

 

Compliancewith all applicable governmental laws, rules and regulations, both inletter and in spirit, is one of the foundations on which the Company’s ethicalpolicies are built, and accordingly, all NSP Personnel must strive tounderstand and take responsibility to comply with the governmental rules andregulations of the countries, states and communities in which the Companyoperates.  The Company’s officers andsenior financial officials must also focus, in particular, on understanding thegovernmental rules and regulations applicable to disclosures in theCompany’s periodic Securities and Exchange Commission (“SEC”) reports.

 

Ifa federal, state, local, international or foreign law conflicts with a policyin this Code, NSP Personnel must comply with the law; however, if a localcustom or policy in the territory in which an NSP officer or employee worksconflicts with this Code, then the officer or employee must comply with thisCode.  Any questions regarding suchconflicts or the interpretation of policies contained in this Code should bebrought to the attention of the General Counsel’s Office****in order to determine the most appropriatecourse of action.  The General Counsel’sOffice shall notify the Audit Committee of the board of directors of anysignificant such conflicts.(1)

 

**Protectionof Confidential Information**

 

NSPPersonnel may not, without the written consent of NSP’s General Counsel, duringthe term of employment or thereafter, use or disclose to others anyconfidential information regarding NSP.  Confidentialinformation includes: customer lists, formulas, business and technicalinformation, data, documents, any information on current or past employees andtheir performance, information related to distributors, and all otherconfidential information including any trade secrets that are in the possessionof the Company and that are not considered to be in the public domain.  This obligation to protect confidentialinformation is contained in Confidentiality Agreements that are signed by allemployees.

 

**MediaInquiries**

 

AnyNSP Personnel receiving a media inquiry or contact should refer the media to CorporateCommunications for appropriate response.

 

**InsiderTrading**

 

NSPPersonnel who have access to, or knowledge of, confidential information aboutthe Company are not permitted to use or share that information for stocktrading purposes or for any other purpose except the lawful conduct of NSPbusiness and only in strict compliance with all 

 

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(1)      See also Addendum, NSP Codeof Ethics for CEO and Senior Financial Officers.

 

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applicablelaws and SEC regulations.  All material,non-public information, whether positive or negative, should be consideredconfidential information.  Theprohibitions against insider trading also include information that NSPPersonnel might acquire during the course of their employment with the Companyabout any of our affiliated companies, clients or companies being consideredfor acquisition.  For NSP Personnel touse any such information for their personal financial benefit or to “tip”others is unethical and illegal.  Anyquestions about this policy and what information is considered confidentialshould be directed to the General Counsel’s Office.

 

**ForeignCorrupt Practices Act (Bribery)**

 

TheU.S. Foreign Corrupt Practices Act (FCPA) and the laws of many of the countriesin which the Company operates prohibit offering or making, directly orindirectly, any payment, gift, entertainment, or providing any improper benefitto any foreign government official, party official, political candidate, or anyperson likely to serve as a conduit of any such payment, gift or benefit, iffor the purpose of obtaining or retaining any business or securing any otherimproper benefit for the company.  All ofthese terms should be interpreted very broadly, and any questions should bereferred to the General Counsel’s Office. Under very narrow circumstances, some limited “facilitating payments”may be lawfully made, but the Company does not permit any such payments unlessapproved, in advance, by the General Counsel’s Office.  Violations of the FCPA and other nationalanti-corruption statutes may subject the Company and individuals to civil andcriminal penalties.  The Company’s policyis to comply fully with the FCPA.(2)

 

**FairDealing**

 

NSPPersonnel must attempt at all times to deal fairly and in good faith with theCompany’s customers, vendors, affiliates, distributors, shareholders, outsidecontractors, and government officials.  NSP’spolicy is to compete fairly and honestly and never through illegal or unethicalbusiness practices.

 

**ReportingSuspicious, Unethical or Illegal Conduct**

 

Ifany NSP Personnel believes that actions have occurred, may be taking place ormay be about to take place that violate or would violate this Code, he or shemust bring the matter to the attention of the General Counsel’s Office.  NSP Personnel are encouraged to talk to theGeneral Counsel to the Company or the Audit Committee in the case of Directorsand officers about observed illegal or unethical behavior and, when in doubt,about the best course of action in a particular situation.  NSP has also established anonymous hotline proceduresfor employees to communicate suspicious, unethical or illegal conduct.(3)

 

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(2)      See also NSP Foreign CorruptPractices Act Policy.

(3)      See NSP Policy # 325(Whistleblower Policy).

 

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**Sanctions/Embargoes**

 

Itis NSP’s policy to comply fully with U.S. economic sanctions and embargoes thatmay prohibit or restrict U.S. persons, corporations or foreign subsidiariesfrom doing business with certain countries, groups or individuals.  These sanctions may prohibit investment incertain countries and transactions by third parties that would be prohibitedfor U.S. persons and companies.  Anyquestions about the application of sanctions or embargoes should be directed tothe General Counsel’s Office.

 

**AccurateRecord-Keeping**

 

TheCompany requires honest and accurate recording and reporting of information inorder to make responsible business decisions. Moreover, U.S. laws require that all books and records be maintainedaccurately and prohibit the knowing submission of false and/or incompleteinformation.  All of the Company’s books,records, accounts and financial statements must be maintained in reasonabledetail and reflect accurately the Company’s transactions.  Because our records may become public, allNSP Personnel should avoid derogatory remarks, exaggeration, or otherinappropriate remarks in e-mail or other documentation.

 

**Discrimination/Harassment**

 

Thediversity of NSP personnel is a tremendous asset to the Company.  NSP is firmly committed to providing equalopportunity in all aspects of the Company’s operations and does not tolerateany illegal discrimination or harassment of any kind.  NSP is an equal opportunity employer.(4)

 

**Antitrust**

 

TheUnited States and many foreign countries have laws that encourage faircompetition and prohibit acts that restrain trade or otherwise limitcompetition.  These laws generally prohibita variety of anti-competitive practices such as agreements regarding prices,competitive bidding or certain agreements regarding clients and geography ormarkets.  It is NSP’s policy to fullycomply with these statutes, which may contain both criminal and civil sanctions.

 

**Healthand Safety**

 

NSPis committed to providing a safe, productive and drug-free work environment,and to promoting the general health and well being of all employees.  The Company will comply with 

 

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(4)      See NSP Policy #308 (SexualHarassment Policy).

 

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allfederal, state and local health and safety laws, rules andregulations.  Each employee shouldendeavor to conduct the Company’s business in a manner that does not endangerthe health and safety of any other employee or customer.  Employees should report any unsafe conditions,circumstances, or accidents to their supervisors immediately.  These policies are jeopardized when employeesillegally use drugs and alcohol on the job, come to work under the influence,or manufacture, possess, distribute, or sell drugs in the workplace. Therefore,in order to achieve the objectives of safety, productivity, health, and wellbeing in the workplace, the company establishes the following policy:

 

A.            It is aviolation of company policy for any employee to manufacture, possess, sell,trade, or offer for sale illegal drugs and alcohol, or otherwise engage in theuse of illegal drugs and alcohol on the job.

 

B.            It is aviolation of company policy for anyone to report to work under the influence ofalcohol or illegal drugs.

 

C.            It is aviolation of company policy for anyone to use prescription drugs illegally.

 

D.            Violations ofthis policy are subject to disciplinary action up to and including terminationof employment. (5)

 

**SECReports**

 

SeeAddendum, Code of Ethics for CEO and Senior Financial Officers, for specialobligations with respect to SEC reports.

 

**Waivers**

 

Theprovisions of this Code are binding on all NSP Personnel and itsaffiliates.  In the rare event that anexception to this Code is appropriate, it shall only be authorized by the Boardof Directors or a committee thereof.

 

**Enforcement**

 

Disciplinaryaction, including termination of employment, may be taken, not only againstindividuals who authorize or participate in violations of this policy, but alsoagainst:

 

A.            Any employee who may havedeliberately failed to report improper or illegal conduct;

 

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(5)      See NSP Policies #400(Safety) and #410 (Drug-Free Workplace Policy and Testing Program).

 

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B.            Any employee who may havedeliberately withheld relevant and material information, or who may have beenuncooperative in a company investigation, and

 

C.            Any employee who may havebeen convicted of a crime or who may have been arrested, or jailed for conductdeemed contrary to the company’s mission, products, services, or public image.

 

Thestandards in this Code of Conduct are important to the Company’s success andmust be taken seriously by all NSP Personnel.  Violations of these standards will not betolerated and may result in discipline, up to and including discharge and/orpossible legal action, where warranted.

 

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**ADDENDUM**

 

**Nature’s Sunshine Products**

 

**Code of Ethics for CEO and Senior Financial Officers**

 

TheChief Executive Officer (“CEO”) and all senior financial and accountingofficers of Nature’s Sunshine Products, Inc. (the “Company”) haveimportant and vital roles in the corporate governance of the Company.  This Code of Ethics (the “Code”) has been adoptedby the Board of Directors of the Company to establish standards of conductdesigned to promote (1) honest and ethical conduct by such seniorofficers, (2) full, fair, accurate, timely and understandable disclosurein the Company periodic reports filed with the Securities and ExchangeCommission (the “SEC”) and (3) compliance by such senior officers withapplicable governmental laws, rules and regulations.

 

Theprovisions of this Code shall apply to the Company’s CEO, Chief FinancialOfficer (“CFO), Director of Finance, Controller, principal accounting officer,and persons performing similar functions (each individually, a “Senior Officer”and collectively, the “Senior Officers”). Each Senior Officer must conduct himself or herself in accordance withthis Code and seek to avoid even the appearance of improper behavior.  Senior Officers should also refer to theCompany’s Code of Business Conduct, which supplements and is in addition tothis code.

 

EachSenior Officer shall certify, by February 15 of each fiscal year that heor she has read and understood this Code and will abide by it.  A form of the certification is attachedhereto as Exhibit A.  Anywaiver, including an implicit waiver, of this Code may be made only by theBoard of Directors, and any such waiver will be promptly publicly disclosed asrequired by law and/or stock exchange regulation.  Any amendment or other change to this Codewill also be promptly publicly disclosed as required by law and/or stock exchangeregulation.

 

Thefollowing standards shall apply to the Senior Officers under this Code:

 

**I.****             ****Honestand Ethical Conduct.**

 

EachSenior Officer shall:

 

1.             always conducthimself or herself in an honest and ethical manner;

 

2.             act with thehighest standards of personal and professional integrity;

 

3.             respect theconfidentiality of information acquired during the course of employment withthe Company and not use any such confidential information for personal gain;

 

4.             achieveresponsible use of and control over all assets and resources employed orentrusted to him or her;

 

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5.             proactivelypromote and advocate ethical behavior in the Company’s work environment; and

 

6.             ensure that heor she discloses, to the Board of Directors, or a designated committee of theBoard, any material facts or information that come into the Senior Officer’spossession concerning any “related party” transaction with the Company.  A “related party” is any director, executiveofficer, nominee for election as director or securityholder who is known tohold more than five percent of any class of the Company’s voting securities,and any member of the immediate family (as such term is defined under theNASDAQ corporate governance rules) of any of the foregoing persons.  A related party also includes any entity thatis affiliated with a director, executive officer, a nominee for election as adirector or significant securityholder.

 

Allactual or apparent conflicts of interest between personal and professionalrelationships must be handled honestly, ethically and in accordance with thepolicies specified in this Code.

 

**II.****           ****Rules toPromote Full, Fair, Accurate, Timely and Understandable Disclosure.**

 

Tothe extent consistent with each Senior Officer’s duties and responsibilities,each Senior Officer must take the following steps to ensure full, fair,accurate, timely and understandable disclosure in the reports and documentsthat the Company files with the SEC and in other public communications made bythe Company:

 

1.             Carefully reviewa draft of each periodic SEC report and related documents for accuracy andcompleteness before each report is filed with the SEC, with particular focus ondisclosures issues within his or her area of responsibility.

 

2.             Carefullyreview a draft of each financial press release or other public communicationsby the Company before each such communication is released to the public.

 

3.             Upon request ofthe Company’s Audit Committee, meet with its members and others involved in thefinancial reporting and audit processes to discuss the draft report referred toin item (1) above.

 

4.             Bring to theattention of the Audit Committee matters that such Senior Officer believescould compromise the integrity of the Company’s financial reports, evidencedisagreements on accounting matters and or constitute a possible violation ofthis Code.

 

5.             Activelysupport the Company’s CFO (by cooperating fully with periodic SEC reportreviews, proactively identifying potential areas of weaknesses and providingcorrective policy recommendations) to help establish and maintain disclosurecontrols and procedures that ensure that material information is included ineach periodic SEC report.

 

6.             Consult withthe Audit Committee on a regular basis to identify any short-comings or concernswith respect to the Company’s internal financial reporting or disclosurecontrols.

 

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7.             Confirm thatneither the Company’s internal auditor function, nor its outside accountants,are aware of any material misstatements or omissions in any draft periodic SECreport referred to in item (1) above, or have any concerns about the “Management’sDiscussion and Analysis” section of such periodic report.

 

8.             Always act ingood faith, responsibly, with due care, competence and diligence, withoutmisrepresenting materials facts or allowing independent judgment to besubordinated.

 

**III.****          ****Compliancewith Applicable Governmental Laws, Rules and Regulations.**

 

Compliancewith applicable governmental laws, rules and regulations, both in letterand in spirit, is one of the foundations on which the Company’s ethicalpolicies are built, and accordingly, each Senior Officer must strive to:

 

1.             Understand andtake responsibility to comply with the governmental rules and regulationsof the countries, states and communities in which the Company operates, withparticular focus on understanding the governmental rules and regulationsapplicable to disclosures in the Company’s periodic SEC reports.

 

2.             If a federal,state, local, international or foreign law conflicts with a policy in thisCode, a Senior Officer must comply with the law; however, if a local custom orpolicy in the territory in which a Senior Officer works conflicts with thisCode, then the Senior Officer must comply with this Code.  Any questions regarding such conflicts or theinterpretation of policies contained in this Code should be brought to theattention of the Audit Committee in order to determine the most appropriatecourse of action.

 

**IV.****          ****Reportingany Violations of this Code.**

 

Ifa Senior Officer believes that actions have occurred, may be taking place ormay be about to take place that violate or would violate this Code, he or shemust bring the matter to the attention of the Company in accordance with theprocedures established under the Company’s Code of Business Conduct or Auditingand Accounting Complaint Policy, as applicable. Senior Officers are encouraged to talk to the securities counsel to theCompany or the Audit Committee about observed illegal or unethical behaviorand, when in doubt, about the best course of action in a particular situation.

 

**V.****           ****RemedialAction**

 

Aviolation of this Code will subject a Senior Officer to disciplinary action, upto and including a discharge from the Company and, where appropriate, maysubject the Senior Officer to civil liability and criminal prosecution.

 

**Adoptedby the Board of Directors on February 24, 2004.**

 

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**EXHIBITA**

 

**Certification Regarding Code of Ethics**

**for CEO and Senior Financial Officers**

**Nature’s Sunshine Products, Inc.**

 

Theundersigned hereby certifies that he or she has read and will abide by the Codeof Ethics for CEO and Senior Financial Officers (the “Code”) approved by theBoard of Directors on February 24, 2004, or as subsequently amended, andthat he or she knows such failure may constitute a violation of federalsecurities laws and regulations which may subject him or her to civilliabilities and criminal penalties.  Theundersigned acknowledges that he or she has read and understood the Code andwill abide by it.  The undersignedfurther acknowledges that failure to observe the provisions of the Code shallbe a basis for dismissal for cause and/or referral to appropriate authorities.

 
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