An Annual Meeting of Stockholders of Natural Alternatives International, Inc., a Delaware corporation (the “Company”), will be held at the OlympicLa Costa Resort Hotel and Spa, 6111 El Camino Real,Costa del Mar Road, Carlsbad, California 92009 on Friday, January 11, 2002,10, 2003, at 1:11:00 p.m.,a.m. local time, for the following purposes:

The Board of Directors has fixed the close of business on November 15, 200122, 2002 as the record date for determination of stockholders entitled to notice of and to vote at the Annual Meeting of Stockholders or any adjournment or postponement thereof.

The enclosed Proxy is solicited on behalf of the Board of Directors of Natural Alternatives International, Inc., a Delaware corporation (the “Company”), for use at the meeting of Stockholders (“Annual Meeting”) to be held on January 11, 2002,10, 2003, at 1:11:00 p.m.a.m., local time, or at any adjournment or postponement thereof. The Annual Meeting will be held at the OlympicLa Costa Resort Hotel and Spa, 6111 El Camino Real,Costa del Mar Road, Carlsbad, California 92009. This Proxy Statement and the accompanying Proxy and annual report are first being mailed to stockholders on or about November 29, 2001.

December 9, 2002.

Only stockholders of record at the close of business on November 15, 200122, 2002 will be entitled to vote at the Annual Meeting. On November 15, 2001,22, 2002, there were approximately 5,785,6065,804,267 shares of Common Stockcommon stock outstanding. The Company is incorporated in Delaware and is not required by Delaware corporation law or its Certificate of Incorporation to permit cumulative voting in the election of directors.

Each share of Common Stockcommon stock will have one vote on each matter properly presented and submitted to a vote at the Annual Meeting. An affirmative vote of a majority of the shares represented at the Annual Meeting and entitled to vote thereon (where the holders of a majority of the shares entitled to vote are present in person or by Proxy) will be necessary to approve each matter, except for the election of directors, who are elected by a plurality of the votes of the shares present in person or by Proxy. There are no rights that will accrue to stockholders dissenting in any matter known to the Company to be raised at the Annual Meeting. Abstentions with respect to any matter are treated as shares present or represented and entitled to vote on that matter and thus have the same effect as negative votes. If shares are not voted by the broker who is the record holder of the shares, or if shares are not voted in other circumstances in which Proxy authority is defective or has been withheld with respect to any matter, these non-voted shares are not deemed to be present or represented for purposes of determining whether stockholder approval of that matter has been obtained.

When the enclosed Proxy is properly executed and returned, the shares it represents will be voted at the Annual Meeting in accordance with any directions noted thereon, and if no such directions are indicated, the shares it represents will be voted in favor of the proposals set forth in the notice attached hereto. Any person giving a Proxy in the form accompanying this statement has the power to revoke it any time before its exercise by filing with the Secretary of the Company at the Company’s principal executive office, 1185 Linda Vista Drive, San Marcos, California 92069, an instrument of revocation or a duly executed Proxy bearing a later date, or by attending the Annual Meeting and voting in person.

Directors of the Company are elected to serve three-year terms. The Class IIIII director to be elected at the Annual Meeting of stockholders to be held on January 11, 2002,10, 2003, will serve until his successor is elected and has qualified or until his death, resignation or removal. The nominee for Class IIIII director, Lee G. Weldon,J. Scott Schmidt, is currently a member of the Company’s Board of Directors (the “Board”) in Class II.III. Mr. WeldonSchmidt was elected a Class IIIII director at the meeting of stockholders held on December 6, 1999. The other currently serving Class II director, Marie A. LeDoux, has recently declined to be nominated for election as a Class II director for health reasons and her term as a Class II director will expire on January 11, 2002. The Board is presently evaluating candidates to fill the vacancy created by Ms. LeDoux’s decision not to seek reelection as a Class II director, but has not as yet completed the evaluation process. The Board does not know if it will complete the evaluation of candidates to fill the Class II director vacancy prior to January 11, 2002. If it does, the Company shall publicly announce the proposed candidate and the shares represented by the enclosed proxy will be voted for the election of the Board nominee. If the Board does not nominate a candidate prior to January 11, 2002, it will appoint a director to fill the Class II vacancy at such time as it completes its evaluation of candidates, and that director will serve until the next succeeding stockholder meeting held for the election of Class II directors. The Class I directors on the Board, Mark A. LeDoux and Joe E. Davis, are serving terms that will expire at the next meeting of stockholders held to elect Class I directors. The sole Class IIIII director on the Board, J. Scott Schmidt,Lee G. Weldon, is serving a term that will expire at the next meeting of stockholders held to elect Class II directors. The Board currently has a vacant Class II director seat. This seat was formerly held by Marie A. LeDoux, a founder of the Company, who passed away in December 2001. The Board intends to fill the vacant Class III directors.

II directorship but has not yet selected a candidate for the position.

Unless authority to do so is otherwise withheld, it is intended the shares represented by the enclosed Proxy will be voted for the election of Lee G. WeldonJ. Scott Schmidt as a Class IIIII director. Mr. WeldonSchmidt has agreed to serve if elected. In the event Mr. WeldonSchmidt becomes unavailable or refuses to serve as a director (an event that is not anticipated), the shares represented by the enclosed Proxy will be voted for the election of such other nominee as the Board may select.

Set forth below is information regarding the nominee for election as a director in Class IIIII and the continuing directors in Class I and Class III,II, including information furnished by them as to their principal occupations at present and for the last five years, certain directorships held by each, their age as of November 2930, 2001,December 9, 2002, and the year in which each became a director of the Company. There are no family relationships among any of the directors or executive officers of the Company.

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Mr. Weldon has beenSchmidt became a director of the Company since Junein January 1999. Mr. Schmidt is a management consultant specializing in communications, marketing, and mergers and acquisitions. Mr. Schmidt was Chief Executive Officer of 1992. HeThompson Newspapers Corporation from 1992 to 1994. From 1991 to 1992, Mr. Schmidt was the

Mr. Davis was appointed a director of the Company in February 2000. Mr. Davis has been a private investor for over ten years, and currently serves as a director of several public and privately held corporations, including BMC Industries, Inc., Wilshire Technologies, Inc., and Freymiller Trucking, Inc. Mr. Davis previously served as Chairman of the Board of Linear Corporation from 1987 to 1988, and as President and Chief Executive Officer of BMC Industries, Inc. during 1985. From 1974 to 1982 Mr. Davis held the position of President and Chief Executive Officer of National Health Enterprises, Inc. Mr. Davis graduated from the University of Texas with a B.S. in chemistryChemistry and has an M.B.A. from the Harvard Graduate School of Business Administration.

Mr. Schmidt becameWeldon has been a director of the Company in January 1999. Mr. Schmidt is currently a Group Publisher with 101 Communications LLP. From 1995 until he accepted his current position in 2000, Mr. Schmidt was a Management Consultant specializing in communications, marketing, and mergers and acquisitions. Mr. Schmidt was Chief Executive Officersince June of Thompson Newspapers

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Corporation between from 1992 to 1994. From 1991 to 1992 Mr. Schmidt1992. He was the President, Publisher and Partner of American Collegiate Network, Inc., which was the publisher of the National College Newspaper. Mr. Schmidt was PresidentChairman and Chief Executive Officer of Hilton/Schmidt,Kal Healthway, Inc., which specializeda food supplement distributor that was the earliest significant customer of the Company, from 1978 to 1995. Mr. Weldon graduated from UCLA and obtained a Bachelor of Science in consulting for media companiesBusiness Administration in the areas1963. Mr. Weldon became a member of editorial, sales, marketingYoung President’s Organization (“YPO”) in 1982, and acquisitions, prior thereto. Mr. Schmidt previously spent 27 years with Tribune Companysince 1990 he has been a graduate member of Chicago, eventually serving as Vice President/News and Information for the entire corporation. Mr. Schmidt attended Bradley University and Northwestern University.YPO.

During the fiscal year ended June 30, 2001,2002, the Board held six (6) regular meetings. All directors then in office attended at least 75% of the aggregate number of meetings of the Board and of the Committees on which such directors served during the fiscal year ended June 30, 2001.

2002.

All members of the Board hold office until the next meeting of stockholders held for the purpose of election of the directors in their class held on or about the expiration of their respective terms of office and the election and qualification of their successors. All directors who are not also employees or officers of the Company receive a minimum annual fee of $5,000, payable in arrears, for service during the prior year on the date of the meeting of stockholders held to elect Directors of their Class, plus a fee of $1,000 for each Board and Committee meeting personally attended. Upon first becoming a member of the Board of Directors, each outside director receives a nonqualified stock option to purchase 10,000 common shares. Thereafter, during each year an outside director serves on the Board of Directors, the outside director receives an additional nonqualified stock option covering 10,000 common shares which vests ratably over three years. Executive officers serve at the discretion of the Board. The Board has an Audit Committee and a Human Resources Committee but does not have a Nominating Committee. The Human Resources Committee functions as the compensation committee.

The Audit Committee is composed of independent directors. The Audit Committee functions pursuant to a written charter adopted by the Board during 2000. The Audit Committee recommends a firm of certified public accountants to be appointed by the Board, subject to ratification by the stockholders, as independent auditors to audit the Company’s financial statements and to perform services related to the audit. The Audit Committee also has the responsibility to review the scope and results of the audit with the independent auditors, review with management and the independent auditors the Company’s interim and year-end operating results, consider the adequacy of the internal accounting and control procedures of the Company, review any non-audit services to be performed by the independent auditors and consider the effect of such performance on the independence of the auditors. The Audit Committee currently consists of directors Davis, Weldon and Schmidt. During fiscal year 2001,2002, the Audit Committee met six (6)three (3) times.

Among other duties, the Human Resources Committee establishes and recommends to the Board rates of salary, bonuses, retirement and other compensation for all directors and officers of the Company and for such other personnel it determines advisable or as the Board may designate. The Human Resources Committee currently consists of directors Weldon and Schmidt. Messrs. Weldon and Schmidt are not officers or employees of the Company or any of its subsidiaries. During fiscal year 2001,2002, the Human Resources Committee met three (3) times.once.

The following table sets forth compensation for services rendered in all capacities to the Company during the fiscal years ending June 30, 1999,2002, 2001 and 2000 and 2001 by each of the five most highly compensated executive officers:

The following table contains information concerning the stock option grants to the Company’s named executive officers that were made for the fiscal year ended June 30, 2001:

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2002:

The following table sets forth information concerning option exercises and option holdings by the Company’s named executive officers under the 1992 Incentive Plan, the 1992 Nonqualified Stock Option Plan, the 1994 Nonqualified Stock Option Plan, and the 1999 Omnibus Equity Incentive Plan for the year ended June 30, 2001.

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2002.

The Company sponsors a defined benefit pension plan (the “Plan”), which provides retirement benefits to employees based generally on years of service and compensation during the last five years before retirement. Effective June 21, 1999, the Company adopted an amendment to freeze benefit accruals of the participants of the Plan. The Company’s policy is to fund the net pension cost accrued. However, the Company would not contribute an amount less than the minimum funding requirements of the Employee Retirement Income Security Act of 1974 or more than the maximum tax-deductible amount.

During 2001,the fiscal year ended June 30, 2002, the Company had employment agreements with Mark A. LeDoux, Robert K. Clausen,Randell Weaver, John A. Wise, R. David Lough and John A. Wise. During 2001, Director Marie A. LeDoux held the office of Secretary of the Company, but did not have a written employment agreement. In her capacity as Secretary of the Company, Mrs. LeDoux received annual compensation of $12,000. The Company entered into an employment agreement with Mr. Weaver in August, 2001.

Robert K. Clausen.

The employment agreements for Messrs. LeDoux, Weaver, Wise, Lough and Clausen and Wise each havehad a term ending June 30, 2001.2002. Pursuant to all such agreements, each executive officer remains employed by the Company following the expiration of the stated term, with the salary and benefits prescribed in his employment agreement. Mr. Weaver’s employment agreement has a term ending on October 31, 2002. TheFollowing June 30, 2002, the Company intends to executeexecuted new employment agreements ending June 30, 2003 with Messrs. LeDoux, Weaver, Lough, Clausen and Wise duringon substantially the second quartersame terms and conditions contained in the employment agreements ending on June 30, 2002. Messrs. Lough and Clausen left the employ of fiscal yearthe Company prior to June 30, 2002.

Mr. LeDoux’s employment agreement provides for an annual salary of $225,000. In the event Mr. LeDoux’s employment is terminated without cause, he would be entitled to severance pay equal to one (1) year’s compensation. Following a Change of Control in the Company, as such term is defined in his employment agreement, Mr. LeDoux will be entitled to receive 150% of his then current salaryan amount equal to one year’s compensation if he voluntarily resigns or is terminated without cause.

Mr. Weaver’s employment agreement provides for an annual salary of $195,000 as Chief Financial Officer and for an annual salary of $225,000 while he is serving as both Chief Financial Officer

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and Acting Chief Operating Officer. In the event Mr. Weaver’s employment is terminated without cause, he will be entitled to severance pay of three months’ compensation. Mr. Weaver’s employment agreement also providesone month’s compensation for the issuance to him of an option to purchase as many as 100,000 shares of Common Stock of the Company at an exercise price equal to the last reported sale price on the Nasdaq Stock Market on August 31, 2001. The vesting of this option is subject to the attainment of certain financial results during the Company’s fiscal year ending June 30, 2002.

     Mr. Clausen’s employment agreement provides for an annual salary of $170,000. In the event Mr. Clausen’s employment is terminated without cause, he will be entitled to severance pay of nine months’ compensation following oneeach full year of employment and severance payup to a maximum of one (1) year’s compensation following two years of employment. Following a Change of Control in the Company, as such term is defined in his employment agreement, Mr. Clausen will be entitled to receive 150% of his then current salary if he voluntarily resigns or is terminated without cause.

     Mr. Lough’s employment agreement provides for an annual salary of $170,000. In the event Mr. Lough’s employment is terminated without cause, he would be entitled to severance pay equal to one (1) year’ssix months’ compensation. Following a Change of Control in the Company, as such term is defined in his employment agreement, Mr. Lough will be entitled to receive 150% of his then current salary if he voluntarily resigns or is terminated without cause.

The Audit Committee is a standing committee of the Board of Directors of the Company and is composed entirely of the outside directors. The Audit Committee of the Board of Directors has reviewed and discussed the Company’s audited financial statements for the year ended June 30, 20012002 with management and has received the written disclosures and the letter from Ernst & Young LLP, the Company’s independent auditors, required by Independent Standards Board Standard No. 1 (Independent Discussions with Audit Committee). The Audit Committee has discussed with the independent auditors the Company’s audited financial statements for the year ended June 30, 2001,2002, the quality of the Company’s accounting principles and underlying estimates in its financial statements and the auditor’s independence as required by Statement on Auditing Standards No. 61 of the Auditing Standards Board of the American Institute of Certified Public Accountants.

Based on these discussions with Ernst & Young LLP the Audit Committee members recommended unanimously to the Board of Directors that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the year ended June 30, 2001.

2002.

The Human Resources Committee is a standing committee of the Board of Directors of the Company and is composed entirely of outside directors. The Human Resources Committee is responsible for adopting and evaluating the effectiveness of Human Resources policies and programs for the Company and for making recommendations regarding the appointment and compensation of the Company’s executive and other officers to the full Board of Directors of the Company.

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The following report is submitted by the Human Resources Committee members with respect to the executive compensation policies established by the Human Resources Committee and compensation paid or awarded to executive and other officers for fiscal year 2001.

2002.

In adopting and evaluating the effectiveness of compensation programs for executive officers, as well as other employees of the Company, the Human Resources Committee is guided by three basic principles:

1.    The Company must offer competitive salaries to be able to attract and retain highly-qualified and experienced executives and other management personnel.

2.    Annual executive compensation in excess of base salaries should be tied to the Company’s performance.

3.    The financial interest of the Company’s senior executives should be aligned with the financial interest of the stockholders, primarily through stock option grants and other equity-based compensation programs which reward executives for improvements in the long term value of the Company’s Common Stock.

common stock.

In order to retain executives and other key employees, and attract well-qualified executives when the need arises, the Company strives to offer salaries, health care and other employee benefit programs to its employees comparable to those offered by competing businesses. In establishing salaries for executive officers, the Human Resources Committee reviews the historical performance of the executives and available information regarding prevailing salaries and compensation programs offered by businesses of similar size and industry classification in the same geographical area.

The Committee believes the base salary and employee benefits of the Company in 2001fiscal year 2002 were generally comparable to or lower than those offered by comparable companies in and around San Diego County.

County, California.

In order to align the financial interest of senior executives and other key employees with those of the stockholders, the Company grants stock options to purchase Common Stockcommon stock of the Company and may grant restricted stock and stock units to its senior executives and other key employees on a periodic basis. Grants of stock options, restricted stock and stock units to reward senior executives and other key employees for performance, which results in increases in the market price of the Company’s Common Stock,common stock, which directly benefits all stockholders.

Mr. LeDoux, the Chairman of the Board and Chief Executive Officer, is awarded a base salary and is evaluated substantially in accordance with the foregoing policies. In May, 2000, Mr. LeDoux voluntarily reduced his salary from $260,000 to $180,000 per annum. Pursuant to his employment agreement dated as of November 15, 2001,July 1, 2002, Mr. LeDoux’s base salary was set at $225,000 per annum.annum, with no change from his prior year’s salary. No incentive bonuses were issued to Mr. LeDoux in 2001.2002. In determining Mr. LeDoux’s base salary during fiscal year 2001,2002, the Human Resources Committee considered the results of thean ongoing cost containment program

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developed during 2000 and implemented throughout 2001 at the Company, as well as the financial performance of the Company and other factors.

The members of the Human Resources Committee are J. Scott Schmidt and Lee G. Weldon.

There were no interlocks or other relationships among the Company’s executive officers and directors that are required to be disclosed under applicable executive compensation disclosure regulations.