Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Effective February 9, 2009, the Board of Directors of Natural Alternatives International, Inc., a Delaware corporation ("NAI"), approved certain changes to NAI's bylaws to better reflect NAI's current structure with respect to the number of its officers and their respective titles and duties. Specifically, the changes included amendments to: (i) Section 3.09 to allow the Chairman of the Board or the Chief Executive Officer to call special meetings of the Board of Directors in place of the President; (ii) Section 4.01 to provide that the Board of Directors shall appoint a Chief Executive Officer, Chief Financial Officer and Secretary and may create such other offices and appoint such other officers as it may determine, whereas previously the Board of Directors was required to appoint a President, one or more Vice Presidents, a Secretary, a Chief Financial Officer and a Treasurer; and (iii) certain other sections to conform such sections to the changes to Section 4.01. A copy of the Amended and Restated Bylaws as adopted on February 9, 2009 are filed with this report as Exhibit 3(ii).

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

3(ii) Amended and Restated By-laws of Natural Alternatives International, Inc. dated as of February 9, 2009

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