SCHEDULE 14A INFORMATION
     Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act 
                                    of 1934

Filed by the registrant  X
                        ---
Filed by a party other than the registrant ___

Check the appropriate box:

__  Preliminary proxy statement
 X  Definitive proxy statement
- ---
__  Definitive additional materials
__  Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12

                                USANA, INC.
                (Name of Registrant as Specified in its Charter)


Payment of filing fee (Check the appropriate box):

     X    No fee required.
     --
     __   $125 per Exchange Act Rule 0-11(c)(1)(II), 14a-6(i)(1), or 
          14a-6(j)(2).
     __   $500 per each party to the controversy pursuant to Exchange Act Rule 
          14a-6(i)(3).
     __   Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 
          0-11.

     (1)  Title of each class of securities to which transaction applies: N/A

     (2)  Aggregate number of securities to which transaction applies:  N/A

     (3)  Per unit price or other underlying value of transaction computed 
          pursuant to Exchange Act Rule 0-11:  N/A

     (4)  Proposed maximum aggregate value of transaction: N/A

     ___  Check box if any part of the fee is offset as provided by Exchange 
          Act Rule 0-11(a)(2) and identify the filing for which the offsetting
          fee was paid previously.  Identify the previous filing by
          registration statement number, or the form or schedule and the date
          of its filing.

     (1)  Amount previously paid:  N/A
     (2)  Form, schedule or registration statement no.:  N/A
     (3)  Filing party:  N/A
     (4)  Date filed:  N/A     

                               [USANA LOGO]

                         3838 West Parkway Blvd.
                   Salt Lake City, Utah  84120-6336
                              (801) 954-7100

                NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
                          TO BE HELD JUNE 23, 1998

To the Shareholders:

Notice is hereby given that the Annual Meeting of the Shareholders of USANA, 
Inc. ("the Company") will be held at the Hilton Hotel, 150 West 500 South, 
Salt Lake City, Utah on Tuesday, June 23, 1998, at 10:00 a.m., Mountain 
Daylight Time, for the purposes discussed in the following pages and which are 
made part of this Notice:

1.  To elect five directors to serve for one year each, until the next Annual 
Meeting of shareholders and until his or her successor is elected and shall 
qualify;

2.  To approve the Board of Directors' selection of Grant Thornton LLP, as the 
Company's independent public accountants;

3.  To approve amendments to the Company's 1995 Long-term Stock Investment and 
Incentive Plan coincident with the consolidation of the Director Stock Option 
Plan and the Long-term Stock Investment and Incentive Plan, without increasing 
the aggregate number of shares available for issuance under the combined 
plans; and 

4.  To consider and act upon any other matters that properly may come before
the meeting or any adjournment thereof.

The Company's Board of Directors has fixed the close of business on April 24, 
1998, as the record date for the determination of shareholders having the 
right to receive notice of, and to vote at, the Annual Meeting of Shareholders 
and any adjournment thereof.  A list of such shareholders will be available 
for examination by a shareholder for any purpose germane to the meeting during 
ordinary business hours at the offices of the Company at 3838 West Parkway 
Blvd., Salt Lake City, Utah, during the ten days prior to the meeting.

You are requested to date, sign and return the enclosed proxy, which is 
solicited by the Board of Directors of the Company and will be voted as 
indicated in the accompanying proxy statement and proxy. Your vote is 
important.  Please sign and date the enclosed Proxy and return it promptly in 
the enclosed return envelope whether or not you expect to attend the meeting.  
The giving of your proxy as requested hereby will not affect your right to 
vote in person should you decide to attend the Annual Meeting.  The return 
envelope requires no postage if mailed in the United States.  If mailed 
elsewhere, appropriate postage must be affixed. Your proxy is revocable at any 
time before the meeting.

                                   By Order of the Board of Directors,


                                   Myron W. Wentz, Ph.D., Chairman

Salt Lake City, Utah
May 15, 1998


                                [USANA LOGO]

                          3838 West Parkway Blvd.
                     Salt Lake City, Utah  84120-6336
                               (801) 954-7100
                                 

                              PROXY STATEMENT
                                     

                      ANNUAL MEETING OF SHAREHOLDERS

The enclosed proxy is solicited by the Board of Directors of USANA, Inc. 
("USANA" or the "Company") for use in voting at the Annual Meeting of 
Shareholders to be held at the Hilton Hotel, 150 West 500 South, Salt Lake 
City, Utah on Tuesday, June 23, 1998, at 10:00 a.m., Mountain Daylight Time, 
and at any postponement or adjournment thereof, for the purposes set forth in 
the attached notice.  When proxies are properly dated, executed and returned, 
the shares they represent will be voted at the Annual Meeting in accordance 
with the instructions of the shareholder completing the proxy.  If no specific 
instructions are given, the shares will be voted FOR: (i) the election of the 
nominees for directors set forth herein, (ii) ratification of the selection of 
Grant Thornton LLP as the independent auditors of the Company, and (iii) 
approval of certain amendments to the Company's 1995 Long-term Stock 
Investment and Incentive Plan resulting from the combination of this plan with 
the Director Stock Option Plan, without issuing or authorizing a net increase 
in the number of shares available for issuance under the combined plans.  A 
shareholder giving a proxy has the power to revoke it at any time prior to its 
exercise by voting in person at the Annual Meeting, by giving written notice 
to the Company's Secretary prior to the Annual Meeting or by giving a later 
dated proxy.

The presence at the meeting, in person or by proxy, of shareholders holding in 
the aggregate a majority of the outstanding shares of the Company's common 
stock entitled to vote shall constitute a quorum for the transaction of 
business.  The Company does not have cumulative voting for directors; a 
plurality of the votes properly cast for the election of directors by the 
shareholders attending the meeting, in person or by proxy, will elect 
directors to office.  A majority of votes properly cast upon any question 
presented for consideration and shareholder action at the meeting, other than 
the election of directors, shall decide the question.  Abstentions and broker 
non-votes will be counted for purposes of establishing a quorum, but will not 
count as votes cast for the election of directors or any other questions and 
accordingly will have no effect.  Votes cast by shareholders who attend and 
vote in person or by proxy at the Annual Meeting will be counted by inspectors 
to be appointed by the Company.

The close of business on April 24, 1998 has been fixed as the record date for 
determining the shareholders entitled to notice of, and to vote at, the Annual 
Meeting.  Each share shall be entitled to one vote on all matters.  As of the 
record date there were 6,417,119 shares of the Company's common stock 
outstanding and entitled to vote.  For a description of the principal 
shareholders of the Company, see "Voting Securities and Principal Holders 
Thereof" below.

This Proxy Statement and the enclosed Proxy are being furnished to 
shareholders on or about May 15, 1998.


                   PROPOSAL 1 -- ELECTION OF DIRECTORS

The Company's Bylaws provide that the number of Directors shall be determined 
from time to time by the shareholders or the Board of Directors, but that 
there shall be no less than three.  Presently the Company's Board of Directors 
consists of five members, all of whom are nominees for reelection at the 
Annual Meeting.  Each director elected at the Annual Meeting will hold office 
until a successor is elected and qualified, or until the Director resigns, is 
removed or becomes disqualified. Unless marked otherwise, proxies received 
will be voted FOR the election of each of the nominees named below. If any 
such person is unable or unwilling to serve as a Director at the date of the 
Annual Meeting or any postponement or adjournment thereof, the proxies may be 
voted for a substitute nominee designated by the proxy holders or by the 
present Board of Directors to fill such vacancy, or for the balance of those 
nominees named without nomination of a substitute, or the size of the Board 
may be reduced accordingly. The Board of Directors has no reason to believe 
that any of the nominees for Director will be unwilling or unable to serve if 
elected.

     THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR EACH NOMINEE DIRECTOR

Directors and Executive Officers

The nominees for the Board of Directors in 1998 are Myron W. Wentz, Ph.D., 
David A. Wentz, Ronald S. Poelman, Robert Anciaux and Ned M. Weinshenker, 
Ph.D.   The following information is furnished with respect to the nominees.  
Stock ownership information is shown under the heading "Voting Securities and 
Principal Holders Thereof" and is based upon information furnished by the 
respective individuals. 

Myron W. Wentz, Ph.D., 57, has been the President, Chief Executive Officer and 
Chairman of the Board of Directors of the Company since its inception.  From 
1969 to 1973, Dr. Wentz served as Director of Microbiology for Methodist 
Medical Center, Proctor Community Hospital, and Pekin Memorial Hospital, all 
in Peoria, Illinois.  Dr. Wentz received a Ph.D. in Microbiology with an 
emphasis in Immunology from the University of Utah, an MS in Microbiology from 
the University of North Dakota, and a BS in Biology from North Central 
College, Naperville, Illinois.  Dr. Wentz founded Gull Laboratories, Inc. 
("Gull," AMEX:GUL), the former parent of USANA, in 1974, and retains the 
position of Chairman of the Board of that company. Gull develops, manufactures 
and sells medical diagnostic test kits and related products. 

David A. Wentz, 27, Vice President of Strategic Development, received a BS 
degree in Bioengineering from the University of California, San Diego in 
1993.  Mr. Wentz served with the Company first on a part-time basis and then 
was employed by the Company full time in 1994.  He has served as a director of 
the Company since its spin-off from Gull in 1993.  From 1994 until 1995, he 
served as Vice President and Executive Vice President of the Company. David A. 
Wentz is the son of Dr. Myron Wentz.

Ronald S. Poelman, 44, has been a member of the Company's Board of Directors 
since 1995.  He is a partner in the Salt Lake City, Utah law firm of Jones, 
Waldo, Holbrook & McDonough, where he is head of the Corporate Finance Group.  
Prior to joining Jones, Waldo, Holbrook & McDonough in 1993, Mr. Poelman was a 
shareholder at the Salt Lake City law firm of Parsons, Behle & Latimer from 
1989 to 1992. His specialty is corporate and securities law.  Mr. Poelman 
received a BA in English from Brigham Young University and a JD from the 
University of California, Berkeley.

Robert Anciaux, 52, is a resident of Brussels, Belgium.  Mr. Anciaux joined 
the Board of Directors in July 1996.  Since 1982, Mr. Anciaux has been 
self-employed as a venture capitalist in Europe, investing in various 
commercial, industrial and real estate venture companies in Belgium and 
abroad.  Mr. Anciaux has been involved for a number of years as a shareholder 
of various companies that manage institutional or private investment funds.  
In some of these privately held companies, Mr. Anciaux has also served as a 
director.

Ned M. Weinshenker, Ph.D., 55, has served as the President and CEO of IOMED, 
Inc., in Salt Lake City, Utah, since 1992. IOMED develops, manufactures and 
commercializes controllable drug delivery systems using iontophoretic 
technology.  Dr. Weinshenker also currently serves as a director of CyDex, 
Inc., a drug delivery company headquartered in Kansas City, Missouri.  Between 
1986 and 1990, Dr. Weinshenker was a principal in MBW Management, a venture 
capital firm in Los Altos, California.  Dr. Weinshenker was President of 
Churchill Oaks Consulting, a consultant to pharmaceutical and biotechnology 
companies from 1983 to 1986.  Dr. Weinshenker received a BS degree in 
Chemistry from the Polytechnic Institute of Brooklyn and a Ph.D. in Organic 
Chemistry from the Massachusetts Institute of Technology.  Dr. Weinshenker 
also spent a year at Harvard University as a National Institutes of Health 
Postdoctoral Fellow.

Except for Dr. Wentz and his son David, there is no family relationship 
between any director or executive officer of the Company and any other 
director or executive officer.

Board of Directors Meetings, Committees and Compensation

The Company's Board of Directors took action at three duly noticed meetings 
during the fiscal year ended December 27, 1997 and acted on other occasions by 
unanimous written consent.  Each director attended at least 75% of the 
Company's special meetings of the Board of Directors.  The Board has an Audit 
Committee comprised of two outside directors of the Company, Mr. Poelman and 
Mr. Anciaux.  The Board also has an Executive Committee, the members of which 
are Dr. Wentz, Mr. Wentz and Mr. Poelman. The Executive Committee also serves 
as the Compensation Committee of the Board.  During fiscal 1997, the Audit 
Committee held one meeting, attended by both members of the Committee, and the 
Executive Committee held three meetings, attended by all members of that 
committee.  The Compensation Committee also met three times as a committee 
during fiscal 1997, with all members in attendance.

All Directors received an initial grant of options to purchase shares pursuant 
to the 1995 Directors' Stock Option Plan (the "Director Plan").  Except for 
the grant of options pursuant to the Director Plan, the Company's directors 
received no fees or other compensation for their service on the Board or 
otherwise participating in meetings of the Board or Committees of the Board, 
whether in person or by telephone, although the Company's policy is to 
reimburse Directors for their out-of-pocket expenses incurred in connection 
with their services as Directors.

Executive Officers

The following information is furnished with respect to the executive officers 
of the Company:

Myron W. Wentz, Ph.D., President and Chief Executive Officer (Biographical 
information is provided above.)

David A. Wentz, Vice President of Strategic Development (Biographical 
information is provided above.)

Gilbert A. Fuller, 57, is Vice President and Chief Financial Officer of the 
Company. He has been with the Company since June 1996.  Prior to joining the 
Company, Mr. Fuller was the Executive Vice President of Winder Dairy, Inc., a 
regional commercial dairy operation located in Utah. From May 1991 through 
October 1993, Mr. Fuller was Chief Administrative Officer and Treasurer of 
Melaleuca, Inc., a manufacturer and network-marketing distributor of personal 
care products located in Idaho.  From July 1984 through January 1991, Mr. 
Fuller was the Vice President and Treasurer of Norton Company of Worcester, 
Massachusetts, a multi-national manufacturer of ceramics and abrasives.  Mr. 
Fuller is a Certified Public Accountant and holds a BS in Accounting and an 
MBA from the University of Utah.

Dallin A. Larsen, 38, is the Company's Vice President of Sales.  The Company 
has employed him since January 1993.  He has been actively involved in network 
marketing since 1989 and, for seven years, served as president of a 
corporation that owned weight-loss clinics in several states.  Mr. Larsen 
graduated from Brigham Young University with a BS in Finance in 1986.

John B. ("Jeb") McCandless, 50, is Vice President and Chief Operating 
Officer.  He has been with the Company since October 1995.  Before joining the 
Company, he was a consultant with Apogee Strategic Services, of Sandy, Utah 
from January 1994.  From September 1987 to December 1993, Mr. McCandless was 
the President of Utah Biomedical Test Laboratory, located in Salt Lake City, 
Utah, where he supervised that company's business of contract research and 
scientific testing. He also served in Managerial positions in toxicology at 
both Atlantic Richfield Company in Los Angeles and at Biodynamics, Inc. in New 
Jersey.  Mr. McCandless received a BA in Zoology from the University of 
California, Santa Barbara, an MS in Pathology from the University of Utah, and 
MA and MBA degrees from The Claremont Graduate School in California.

In addition to the directors and executive officers identified above, the 
following individuals also make significant contributions to the business of 
the Company in the capacities indicated:

Timothy E. Wood, Ph.D., 49, is Director of Research and Development for 
USANA.  In this position, he coordinates the Company's activities in product 
development and technical product support.  Dr. Wood holds a Ph.D. in Biology 
from Yale University and an MBA in Technology Management from the Gore School 
of Business at Westminster College.

John H. McDonald, Ph.D., 62, is Senior Scientist at the Company and is active 
in new product research and product formulation, as well as Technical 
Services.  He has been with the Company since its inception as a Gull division 
in 1990.  Dr. McDonald holds a Ph.D. from the University of Utah in 
Experimental Biology, and received his training from the Department of 
Pathology at the University of Utah Medical School. 
 
Executive Compensation

The following table summarizes the fiscal year 1997 compensation of the Chief 
Executive Officer of the Company and the Company's four most highly paid 
executive officers (other than the Chief Executive Officer), collectively the 
"Named Executive Officers," and the amounts earned by each of them during the 
past three fiscal years:


                                  SUMMARY COMPENSATION TABLE

                                                                               Long Term Compensation
                                                        Annual
                                                        Compensation                      Awards
                                                                        Other             Securities 
Name and                                                                Annual            Underlying
Principal                                                               Compensation      Options/SARs
Position                          Year      Salary ($)    Bonus         ($)(1)            (#) (2)
- ------------------------------    -----     ----------    -----------   -------------     --------------
                                                                           
Myron W. Wentz                    1995      $      0      $         0   $         0               0
CEO/President                     1996      $      0      $         0   $         0               0      
                                  1997      $      0      $         0   $         0               0      

Gilbert A. Fuller (3)             1995            --               --            --              --
V.P./CFO                          1996      $ 50,192      $     3,032   $     3,147          80,000
                                  1997      $117,885      $         0   $     5,447          80,000(4)

Dallin A. Larsen                  1995      $131,834      $     9,849   $     8,604         140,000         
V.P. Sales                        1996      $134,615      $     8,678   $   468,883
                                  1997      $150,031      $         0   $   212,168

John B. McCandless(5)             1995      $ 20,542      $     2,636   $         0         100,000         
V.P./COO                          1996      $ 87,688      $     5,606   $     5,125
                                  1997      $108,669      $         0   $     4,873

David A. Wentz (6)                1995      $ 88,769      $         0   $     1,323          62,500(7) 
V.P. Strategic Development        1996      $ 28,846      $     1,617   $   279,807
                                  1997      $ 85,769      $         0   $   135,553



(1)     Includes the approximate value of executive's use of a Company-owned 
car, the Company's matching contribution to executive's 401(k) plan, and the 
exercise of stock options.

(2)     Shares subject to issuance upon exercise of options granted under a 
compensation plan.

(3)     Mr. Fuller became an employee of the Company in June 1996.

(4)     Represents repricing of options granted in the prior year.

(5)     Mr. McCandless became an employee of the Company in October 1995.

(6)     Mr. Wentz was not employed by the Company from 12/8/95 through 8/15/96.

These options were received under the Director Stock Option Plan in Mr. 
Wentz's capacity as a director of the Company.

Stock Option Grants in Fiscal 1997

The Company did not grant any stock options or stock appreciation rights 
("SAR's") to any of the Named Executive Officers in fiscal 1997.


Exercises of Stock Options in Fiscal 1997

The following table sets forth certain information concerning the exercise of 
options and options held by the Named Executive Officers during fiscal year 
1997.



                   Aggregated Option Exercises in Last Fiscal Year
                        And Fiscal Year-end Option Values

                                                        Number of
                                                        Securities          Value
                                                        Underlying          Unexercised
                                                        Unexercised         In-the-Money
                                                        Options/SARs        Options/SARs
                        Shares                          at 12/27/1997       at 12/27/1997
                        Acquired on      Value          Exercisable/        Exercisable/
Name                    Exercised (#)    Realized ($)   Unexercisable       Unexercisable
- ----------------------  -------------    ------------   ----------------    --------------
                                                                
Myron W. Wentz                   0       N/A            N/A                 N/A
Gilbert A. Fuller                0       N/A            16,000/64,000        31,400/125,760
Dallin A. Larsen            20,000       204,000             0/100,000            0/1,457,500
John B. McCandless               0       N/A            40,000/60,000       317,000/475,000
David A. Wentz              12,500       127,500             0/37,500             0/546,563


Long-term Incentive Plans ("LTIPs")

The Company did not make any awards under any LTIP during the fiscal year 
ended December 27, 1997.

Compensation Plans

At the Annual Meeting of shareholders in 1995, the Company's shareholders 
approved the Company's 1995 Long-term Stock Investment and Incentive Plan (the 
"Stock Option Plan") and the Director's Stock Option Plan (the "Director 
Plan").  Upon recommendation of the Compensation Committee, the Board of 
Directors of the Company has adopted an Amended and Restated Plan without 
increasing the aggregate number of shares available for issuance pursuant to 
grants of awards made under the plan and intended to permit awards to be made 
to Directors of the Company under the plan.  The Director Plan will be 
terminated and the options previously granted under that plan will become 
subject to the Stock Option Plan.  Future grants to Directors will be made 
under the Stock Option Plan at the discretion of the Plan Committee and 
subject to the terms of the plan.  These changes will not materially alter the 
terms of any outstanding option agreement or award. The provisions of the 
Amended and Restated Plan, as amended, are discussed below under "Proposal 3 - 
Amendments to Stock Option Plan."



Employment Contracts and Other Arrangements

The Company has an employment agreement with Gilbert A. Fuller, its Vice 
President of Finance and Chief Financial Officer.  The term of the agreement 
runs through May 31, 2000.  The agreement provides for payment of a base 
salary, with annual increases through the term of the agreement.  In addition, 
the agreement requires adoption of a cash bonus program for executive officers 
commencing in 1998 and Mr. Fuller's participation in such program, subject to 
the terms and conditions thereof.  The agreement also contains covenants 
concerning non-competition and confidentiality, termination with or without 
cause and, in the case of the latter, payment of a severance based on the 
remaining term of the agreement.  Mr. Fuller is also entitled to receive the 
benefits customarily afforded to executives of the Company, including 
participating in retirement and other plans.

Report on Repricing of Options

In March 1997, the Board of Directors adjusted the exercise price of options 
previously granted under the Stock Option Plan and the Director Plan to 
certain individuals, including one of the Named Executive Officers. The 
Compensation Committee of the Board recommended the changes to bring the 
exercise prices closer to the market price for the Company's Common Stock at 
the time of the repricing such that the options continued to provide incentive 
for the persons who held them.  The new exercise price was based on the 
average daily trading price for the five trading days preceding the date on 
which the repricing was adopted. The following table summarizes information 
concerning the adjustments made to the exercise price of options held by all 
executive officers of the Company during the past five fiscal years.


                                           Option Repricings (1)

                                                Market
                                Number of       Price         Exercise               Length of
                                Securities    of Stock at     Price at                Original
                                Underlying     Time of         Time of                Option Term
                                Options/      Repricing       Repricing              Remaining at
                                  SARs            or              or        New        Date of 
                                Repriced or   Amendment       Amendment    Price     Repricing or
Name                   Date     Amended (#)     ($)              ($)        ($)       Amendment
- ------------------    ------    -----------   -----------    ----------    -----     -------------
                                                                   
Myron W. Wentz        N/A                0    N/A            N/A           N/A       N/A
Gilbert A. Fuller     3/3/97        30,000                   21.04         15.66     9 yrs. 9 mos.
                                    50,000                   17.93         15.66     9 yrs. 4 mos.
Dallin A. Larsen      N/A                0    N/A            N/A           N/A       N/A
John B. McCandless    N/A                0    N/A            N/A           N/A       N/A
David A. Wentz        N/A                0    N/A            N/A           N/A       N/A



(1)     Item 402(I) of Regulation S-K under the Securities Act of 1933 
requires such information to be provided for each of the last ten completed 
fiscal years.  The Company has only been in existence since 1993.
Compensation Committee Report on Executive Compensation

Preliminary Note: Notwithstanding anything to the contrary set forth in any of 
the previous filings made by the Company under the Securities Act or the 1934 
Act that might incorporate future filings, including, but not limited to, this 
Annual Report on Form 10-K, in whole or in part, the following Executive 
Compensation Report and the Stock Performance Graph appearing herein shall not 
be deemed to be incorporated by reference into any such future filings.

This Compensation Report discusses the Company's compensation policies and the 
basis for the compensation paid to its executive officers (including the Named 
Executive Officers), during the year ended December 27, 1997.

Compensation Policy.  The Committee's policy with respect to executive 
compensation has been designed to:

Adequately and fairly compensate executive officers in relation to their 
responsibilities, capabilities and contributions to the Company and in a 
manner that is commensurate with compensation paid by companies of comparable 
size or within the Company's industry;

Reward executive officers for the achievement of key operating objectives and 
for the enhancement of the long-term value of the Company; and

Align the interests of the executive officers with those of the Company's 
shareholders.

The components of compensation paid to executive officers consist of:  (a) 
base salary, (b) incentive compensation in the form of stock options awarded 
by the Company under the Company's Stock Option Plan and (c) certain other 
benefits.  In 1998, the Committee will adopt a cash bonus program as an 
additional component of executive compensation.  The Executive Committee of 
the Board of Directors functions as the Compensation Committee and is 
responsible for reviewing and approving all compensation paid by the Company 
to its executive officers and members of the Company's senior management 
team.  

Components of Compensation.  The primary components of compensation paid by 
the Company to its executive officers and senior management personnel, and the 
relationship of such components of compensation to the Company's performance, 
are discussed below:

Base Salary. The Compensation Committee periodically reviews and approves the 
base salary paid by the Company to its executive officers and members of the 
senior management team. Adjustments to base salaries are determined based upon 
a number of factors, including the Company's performance (to the extent such 
performance can fairly be attributed or related to each executive's 
performance), as well as the nature of each executive's responsibilities, 
capabilities and contributions. In addition, the Compensation Committee 
periodically reviews the base salaries of its senior management personnel in 
an attempt to ascertain whether those salaries fairly reflect job 
responsibilities and prevailing market conditions and rates of pay. The 
Compensation Committee believes that base salaries for the Company's executive 
officers have historically been reasonable in relation to the Company's size 
and performance in comparison with the compensation paid by similarly sized 
companies or companies within the Company's industry.

Incentive Compensation.  As discussed above, a substantial portion of 
each executive officer's compensation package is in the form of incentive 
compensation designed to reward the achievement of key operating objectives 
and long-term increases in shareholder value. The Compensation Committee 
believes that the stock options granted under the Stock Option Plan reward 
executive officers only to the extent that shareholders have benefited from 
increases in the value of the Company's Common Stock.

Other Benefits. The Company maintains certain other plans and arrangements for 
the benefit of its executive officers and members of senior management. The 
Company believes these benefits are reasonable in relation to the executive 
compensation practices of other similarly sized companies or companies within 
the Company's industry.

Compensation of the Chief Executive Officer.  Dr. Wentz has served as the 
Chief Executive Officer of the Company since its inception.  Dr. Wentz does 
not receive any compensation from the Company for his services and he has in 
the past declined to accept any options or other awards under any stock option 
or stock incentive plan that he might otherwise have been entitled to receive 
as an executive officer or director of the Company. 

Conclusion.  The Compensation Committee believes that its policies further the 
shareholders' interests because a significant part of executive compensation 
is based upon the Company achieving its financial and other goals and 
objectives.  At the same time, the Compensation Committee believes that its 
policies encourage responsible management of the Company in the short-term.  
The Compensation Committee regularly considers executive compensation issues 
so that its practices are as effective as possible in furthering shareholder 
interests.

The Compensation Committee bases its review on the experience of its own 
members, on information requested from management personnel, and on 
discussions with and information compiled by various independent consultants 
retained by the Company.

                                   Respectfully submitted,
                                   Compensation Committee:

                                   Myron W. Wentz, Ph.D.
                                   Ronald S. Poelman
                                   David A. Wentz



                        Stock Performance Graph

The following graph compares the yearly cumulative total returns from the 
Company's Common Stock, the Nasdaq Total Return Index, and ten companies 
selected in good faith by the Company from the Company's industry (the "Peer 
Group").  Each of the companies included in the Peer Group markets or 
manufactures products similar to the Company's products or markets its 
products through a similar marketing channel.  The Peer Group is comprised of 
the following companies:  NBTY, Inc., Nature's Sunshine Products, Inc., Avon 
Products, Inc., Herbalife International, Inc., General Nutrition Companies, 
Inc., Perrigo Company, BeautiControl Cosmetics, Inc., Worthington Foods, Inc., 
Whole Foods Market, Inc., and Reliv International, Inc.

The Company's shares commenced trading in May 1993.  The graph assumes an 
investment on May 31, 1993 of $100 and reinvestment of all dividends into 
additional shares of the same class of equity, if applicable to the stock or 
index.  The period begins with the commencement of trading for USANA in May 
1993 and ends December 31, 1997.

                     [PERFORMANCE GRAPH APPEARS HERE]

   COMPARISON OF FIVE YEAR CUMULATIVE RETURN AMONG USANA, INC., NASDAQ TOTAL
                            RETURN INDEX AND PEER GROUP

Measurement period          USANA, Inc.          NASDAQ Index         Peer Group
- ------------------          ------------         ------------         ----------
                                                             
Measurement pt.
5/31/1993                   $  100               $100                 $100
FYE 12/1993                 $  125               $111                 $123
FYE 12/1994                 $  400               $109                 $ 99
FYE 12/1995                 $3,800               $154                 $124
FYE 12/1996                 $7,200               $189                 $180
FYE 12/1997                 $7,250               $232                 $229 



              PROPOSAL 2  - APPROVAL OF INDEPENDENT PUBLIC ACCOUNTANTS

The Board of Directors of the Company has selected Grant Thornton LLP, as the 
independent public accountant to audit the financial statements of the Company 
and its subsidiaries for the fiscal year ending January 2, 1999.  Grant 
Thornton LLP has served as the Company's independent public accountant since 
the fiscal year ended December 31, 1995.

At the Annual Meeting, shareholders will be asked to ratify the selection by 
the Board of Directors of Grant Thornton LLP as the Company's independent 
accountant.

    THE BOARD RECOMMENDS SHAREHOLDER APPROVAL OF THE SELECTION OF AUDITORS

Representatives of Grant Thornton LLP, are expected to attend the 1998 Annual 
Meeting and will have an opportunity to make a statement if they desire to do 
so, and they will be available to answer appropriate questions from 
shareholders.
                                    

                PROPOSAL 3 - AMENDMENTS TO STOCK OPTION PLAN

In 1998, the Compensation Committee recommended, and the Board of Directors 
approved the consolidation of the Company's two stock option plans by 
combining the Director Stock Option Plan with the Long-term Stock Investment 
and Incentive Plan.  The combination of the plans terminates the Director Plan 
and brings all outstanding stock options under the provisions of one plan.  
The combined plans will be referred to below as the "Amended and Restated 
Plan."  Under the Amended and Restated Plan the total number of shares that 
may be issued upon exercise of awards granted under the plan will be 2,000,000 
shares, the sum of the shares previously available under the Long-term Stock 
Investment and Incentive Plan (1,400,000 shares) and the Director Plan 
(600,000 shares).  No additional shares will be allocated to the Amended and 
Restated Plan.  As of December 27, 1997, a total of 885,500 shares were 
available for issuance under both plans.  No presently outstanding options or 
awards will be materially altered by the Amended and Restated Plan.  The 
principal new terms adopted as part of the Amended and Restated Plan are the 
following:

The definition of persons eligible to participate in the Amended and Restated 
Plan includes employees, officers and directors of the Company and its 
subsidiaries, as well as consultants and other persons who contribute to the 
business of the Company as selected at the discretion of the committee 
administering the plan ("Committee").

The Committee will be comprised of two or more directors of the Company, 
selected by the Board of Directors.  The Committee has broad authority to 
select persons to receive awards under the plan and to establish the terms and 
conditions applicable to the exercise of such awards and the duration of the 
awards.

There is no change in the type of awards that may be granted under the plan 
from the nature and type of awards that were available under the separate 
plans.

The Board of Directors believes that the combination of the plans will provide 
the Compensation Committee with the broadest degree of flexibility in 
compensating persons who contribute to the successful operation and growth of 
the Company.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE RATIFICATION OF THE PLAN 
AMENDMENTS.

Voting Securities and Principal Holders Thereof

The following table sets forth, as of April 10, 1998, the number of shares of 
the Company's Common Stock, no par value, of each person known to the Company 
to be the beneficial owner of more than five percent of the Company's Common 
Stock and by the executive officers and directors of the Company (including 
Dr. Weinshenker, a nominee to the Board) individually and as a group.  Except 
as indicated in the footnotes below, each of the persons listed exercises sole 
voting and investment power over the shares of the Company's Common Stock 
listed for such person in the table.  Unless otherwise indicated, the mailing 
address of the shareholder is the address of the Company, 3838 West Parkway 
Blvd., Salt Lake City, Utah 84120.



Name/Address                                     Number of Shares    Percent of Class (1)
- -------------------------------                  ----------------    --------------                                 
                                                               
5% Beneficial Owners

Gull Holdings, Ltd.                               3,893,116          60.7%
4 Finch Road
Douglas, Isle of Man

Directors and Executive Officers

Myron W. Wentz, Ph.D.                             3,893,116 (2)      60.7%
President and Chief Executive Officer
Chairman of the Board

Ronald S. Poelman, Director                          25,000 (3)         *
170 South Main Street, Suite 1500
Salt Lake City, Utah 84101

Robert Anciaux, Director                             12,500 (3)         *
Societe d'Etude et D'Inestissement
Av Du Manoir 30
1410 Waterloo, Belgium
                                                                    
David A. Wentz,  Director and                        25,438 (4)         *
Vice President of Strategic Development

Ned M. Weinshenker, Ph.D., Nominee                        0             -

John B. ("Jeb") McCandless                           40,221 (5)         *
Vice President and Chief Operating Officer

Gilbert A. Fuller                                    16,697 (6)         *
Vice President and Chief Financial Officer

Dallin Larsen                                        25,719 (7)         *
Vice President of Sales

Officers and Directors as a group (9 persons)     4,051,191(3)       62.3%

- -------------------------- 

*     Less than one percent.  Officer and Director group total does not 
include duplicate entries.  All entries exclude beneficial ownership of shares 
issuable pursuant to options that have not vested or that are not otherwise 
exercisable as of the date hereof and which will not become vested or 
exercisable within 60 days of the date of this Proxy Statement.

(1)     Percentages rounded to nearest one-tenth of one percent.

(2)     All shares held of record by Gull Holdings, Ltd. ("Holdings"), an Isle 
of Man company owned 100% by Dr. Wentz. Because of his control of Holdings, 
Dr. Wentz is deemed to be the beneficial owner of the shares owned of record 
by Holdings.

(3)     Includes shares issuable pursuant to options which are presently 
exercisable or which become exercisable within 60 days of the date of this 
proxy statement.

(4)     Includes 12,500 shares issuable pursuant to options which are 
presently exercisable or which become exercisable within 60 days of the date 
of this proxy statement, 12,500 shares held of record and 438 shares held in 
the executive's 401(k) account.

(5)     Includes 40,000 shares issuable pursuant to options which are 
presently exercisable or which become exercisable within 60 days of the date 
of this proxy statement and 221 shares held in the executive's 401(k) account.

(6)     Includes 16,000 shares issuable pursuant to options which are 
presently exercisable or which become exercisable within 60 days of the date 
of this proxy statement, 400 shares held of record and 297 shares held in the 
executive's 401(k) account.

(7)     Includes 20,000 shares issuable pursuant to options which are 
presently exercisable or which become exercisable within 60 days of the date 
of this proxy statement, 5,000 shares held of record and 719 shares held in 
the executive's 401(k) account.

The Company is not aware of any arrangements, including any pledge of the 
Company's securities, the operation of which may at a subsequent date result 
in a change in control of the Company.
                           
                   
               Compliance with Section 16(A) of the Exchange Act

Section 16(a) of the Securities Exchange Act of 1934 requires the Company's 
officers and directors, and persons who beneficially own more than ten percent 
of the Company's common stock to file reports of ownership and changes in 
ownership with the Securities and Exchange Commission.  Officers, directors 
and greater than ten percent shareholders are also required by regulation of 
the Securities and Exchange Commission to furnish the Company with copies of 
all Section 16(a) forms which they file.

Based solely upon a review of the forms and amendments thereto furnished to 
the Company under Rule 16a-3(e) during the fiscal year ended December 27, 
1997, and with respect to such year, as well as certain representations of the 
officers and directors specified by such rule, the Company believes that all 
reports required to be filed pursuant to Section 16(a) were filed.



                              OTHER MATTERS

As of the date of this Proxy Statement, the Board of Directors of the Company 
does not intend to present and has not been informed that any other person 
intends to present a matter for action at the 1998 Annual Meeting other than 
as set forth herein and in the Notice of Annual Meeting.  If any other matter 
properly comes before the meeting, it is intended that the holders of proxies 
will act in accordance with their best judgment.

The accompanying proxy is being solicited on behalf of the Board of Directors 
of the Company.  In addition to the solicitation of proxies by mail, certain 
of the officers and employees of the Company, without extra compensation, may 
solicit proxies personally or by telephone, and, if deemed necessary, third 
party solicitation agents may be engaged by the Company to solicit proxies by 
means of telephone, facsimile or telegram, although no such third party has 
been engaged by the Company as of the date hereof.  The Company will also 
request brokerage houses, nominees, custodians and fiduciaries to forward 
soliciting materials to the beneficial owners of Common Stock held of record 
and will reimburse such persons for forwarding such material.  The cost of 
this solicitation of proxies will be borne by the Company.

                            ANNUAL REPORT

Copies of the Company's Annual Report on Form 10-K (including financial 
statements and financial statements schedules) filed with the Securities and 
Exchange Commission may be obtained without charge by writing to the Company - 
Attention: Investor Relations, 3838 West Parkway Blvd., Salt Lake City, Utah 
84120-6336.

A copy of the Company's 1997 Annual Report to Shareholders is being mailed 
with this Proxy Statement, but is not deemed a part of the proxy soliciting 
material.

                        SHAREHOLDER PROPOSALS

The Company must receive any shareholder proposal intended to be considered 
for inclusion in the proxy statement for presentation in connection with the 
1999 Annual Meeting of Shareholders by December 31, 1998.  The proposal must 
be in accordance with the provisions of Rule 14a-8 promulgated by the 
Securities and Exchange Commission under the Securities Exchange Act of 1934.  
The Company suggests that any such request be submitted by certified mail - 
return receipt requested.  The Board of Directors will review any proposal 
received by December 31, 1998, and determine whether it is a proper proposal 
to present to the 1999 Annual Meeting.

The enclosed Proxy is furnished for you to specify your choices with respect 
to the matters referred to in the accompanying notice and described in this 
Proxy Statement.  If you wish to vote in accordance with the Board's 
recommendations, merely sign, date and return the Proxy in the enclosed 
envelope which requires no postage if mailed in the United States.  A prompt 
return of your Proxy will be appreciated.

                              By Order of the Board of Directors,

                              Myron W. Wentz, Ph.D., Chairman


Salt Lake City, Utah
May 15, 1998



                                PROXY

                            [USANA LOGO]
                          a Utah corporation
 
      THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints Myron W. Wentz, Ph.D. and Gilbert A. Fuller 
and each of them as Proxies, with full power of substitution, and hereby 
authorizes them to represent and vote, as designated below, all shares of 
Common Stock of the Company held of record by the undersigned as of April 24, 
1998, at the Annual Meeting of Shareholders to be held at the Hilton Hotel, 
150 West 500 South, Salt Lake City, Utah on Tuesday, June 23, 1998, at 10:00 
a.m., Mountain Daylight Time or at any adjournment thereof.

1.     Election of Directors.

     FOR           WITHHOLD AS TO ALL        FOR ALL EXCEPT
     / /                 / /                     / /

(INSTRUCTIONS:  IF YOU MARK THE "FOR ALL EXCEPT" CATEGORY ABOVE, INDICATE THE 
NOMINEE(S) AS TO WHICH YOU DESIRE TO WITHHOLD AUTHORITY BY STRIKING A LINE 
THROUGH SUCH NOMINEE(S) NAME IN THE LIST BELOW:)

Myron W. Wentz, Ph.D.     David A. Wentz               Ronald S. Poelman
Robert Anciaux            Ned M. Weinshenker, Ph.D.
     
2.     To approve and ratify the selection of Grant Thornton LLP as the 
Company's independent accountants.

FOR                AGAINST                 ABSTAIN
/ /                / /                      / /

3.     To approve and ratify the combination of the Company's Long-term Stock 
Investment and Incentive Plan and Director Stock Option Plan as the Amended 
and Restated Plan, without issuing or authorizing a net increase in the shares 
issuable pursuant to the plan as amended.

FOR                AGAINST                 ABSTAIN
/ /                / /                     / /

4.     In their discretion, the Proxies are authorized to vote upon such other 
business as may properly come before the Annual Meeting.

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN 
BY THE UNDERSIGNED SHAREHOLDER.  IF NO DIRECTION IS MADE, THIS PROXY WILL BE 
VOTED FOR PROPOSALS 1, 2 AND 3.

DATE: ____________          ______________________________________________
                            Signature
                                                        
                            ______________________________________________
                            Signature of co-tenant holder, if any

PLEASE SIGN EXACTLY AS THE SHARES ARE ISSUED.  WHEN CO-TENANTS HOLD SHARES, 
BOTH SHOULD SIGN.  WHEN SIGNING AS ATTORNEY, AS EXECUTOR, ADMINISTRATOR, 
TRUSTEE OR GUARDIAN, PLEASE GIVE FULL TITLE AS SUCH.  IF A CORPORATION, PLEASE 
SIGN IN FULL CORPORATE NAME BY PRESIDENT OR OTHER AUTHORIZED OFFICER.  IF A 
PARTNERSHIP, PLEASE SIGN IN PARTNERSHIP NAME BY AUTHORIZED PERSON.  PLEASE 
DATE, SIGN AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.