Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
LEDOUX MARK A
   2. Issuer Name and Ticker or Trading Symbol
NATURAL ALTERNATIVES INTERNATIONAL INC [NAII] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
CEO/Chairman
(Last)
(First)
(Middle)
1185 LINDA VISTA DR		 3. Date of Earliest Transaction (Month/Day/Year)
09/08/2008
(Street)

SAN MARCOS, CA 92078		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 09/08/2008   F   22,933 (1) D (1) $ 7.5 (1) 102,243 D  
Common Stock 09/08/2008   M   30,000 (1) A (1) $ 5.588 (1) 132,243 D  
Common Stock               575,851 I By LeDoux Family Limited Partnership
Common Stock               800 I By self as Custodian for Jean-Marc Emile LeDoux
Common Stock               40,000 I By IRA
Common Stock               28,000 I By 401(k) Plan
Common Stock               800 I By self as Custodian for Jeannette LeDoux
Common Stock               171,951 I By self as Trustee for Marie Altmann LeDoux Family Trust
Common Stock               29,459 I By self as Trustee for the LeDoux Family Trust, U/D/T December 21, 1992

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Incentive Stock Option (right to buy) $ 5.588 09/08/2008   M     23,630   (2) 09/08/2008 Common Stock 23,630 (1) 26,370 D  
Nonqualified Stock Option (right to buy) $ 5.588 09/08/2008   M     6,370   (2) 09/08/2008 Common Stock 6,370 (1) 20,000 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
LEDOUX MARK A
1185 LINDA VISTA DR
SAN MARCOS, CA 92078		   X   X   CEO/Chairman  

Signatures

 /s/ Ken Wolf on behalf of Mr. LeDoux under a Power of Attorney   09/10/2008
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Represents the exercise of incentive and nonqualified stock options. The exercise was accomplished using a form of cashless, net exercise whereby Mr. LeDoux provided an attestation to the Company as to his ownership of a sufficient number of shares of common stock of the Company to pay the aggregate exercise price and applicable federal and state tax withholdings based on the last reported sale price for the common stock as reported by Nasdaq on September 8, 2008, which shares were deemed to be "surrendered" to the Company as payment for the exercise price. The actual number of new shares issued to Mr. LeDoux was equal to the difference between the number of shares underlying the options exercised and the shares deemed to have been surrendered.
(2) The securities vested 34% on September 8, 2004 and 66% on April 27, 2005.

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