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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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) 07/21/2009 (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 CommonStock 07/21/2009   W   5,000 A (1) 102,317 (2) 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               36,677 (3) I By self as Trustee for the LeDoux Family Trust, U/D/T December 21, 1992

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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

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		07/23/2009
**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)	Shares were inherited.
(2)	In addition to the 5,000 shares resulting from the reported transaction, the total direct holdings have been adjusted from the amount previously reported to deduct 7,067 shares held indirectly by the LeDoux Family Trust, U/D/T December 21, 1992 but that were previously reported as held by Mr. LeDoux directly and to deduct an additional 27,859 shares previously reported incorrectly as held by Mr. LeDoux directly but that are held indirectly and have been reported as such and therefore double counted.
(3)	Amount has been adjusted from prior amount reported to reflect an additional 7,067 shares previously incorrectly reported as held directly by Mr. LeDoux and an additional 151 shares issued to the trust as a result of Mr. LeDoux's previously reported option exercise on September 8, 2008 following reconciliation of certain tax withholdings.

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