SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* WEAVER RANDELL (Last) (First) (Middle) 1185 LINDA VISTA DRIVE (Street) SAN MARCOS CA 92078 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol NATURAL ALTERNATIVES INTERNATIONAL INC [ NAII ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) President
	3. Date of Earliest Transaction (Month/Day/Year) 10/17/2008
	4. If Amendment, Date of 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

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	10/17/2008		M		4,314(1)	A	$5.21	72,314	D
Common Stock	10/17/2008		M		14,812(1)	A	$5.21	87,126	D

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 Securities Underlying Derivative Security (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: 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)	$5.21	10/17/2008		M			33,837	(2)	10/23/2008	Common Stock	33,837(1)	(4)	241,163	D
Non-Qualified Stock Option (right to buy)	$5.21	10/17/2008		M			116,163	(3)	10/23/2008	Common Stock	116,163(1)	(4)	125,000	D

Explanation of Responses:

1. Stock option exercise was accomplished using a cashless, net exercise method that resulted in the issuance to Mr. Weaver of a number of shares of common stock that was less than the total number of shares exercised pursuant to the option. The remaining shares underlying the option were cancelled as payment for the exercise price and applicable federal and state tax withholdings based on a fair market value equal to the last reported sale price for the common stock as reported by Nasdaq on October 17, 2008.

2. The securities vested 11,121 on December 31, 2003, 11,358 on October 24, 2004 and 11,358 on April 27, 2005.

3. The securities vested 32,969 on October 24, 2004 and 83,194 on April 27, 2005.

4. Represents an exercise of a stock option.

	/s/ Ken Wolf on behalf of Mr. Weaver under a Power of Attorney	10/21/2008
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

POWER OF ATTORNEY

	I, the undersigned, hereby appoint Ken Wolf, the Chief Financial Officer of Natural
Alternatives International, Inc. (the "Company"), my true and lawful attorney-in-fact and such
agent may act to:

	(1)  execute for and on my behalf, in my capacity as an officer and/or director of the
Company, Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities Exchange Act of
1934, as amended, and the rules and regulations thereunder (the "Exchange Act");

	(2)  do and perform any and all acts for and on my behalf that may be necessary or
desirable to complete and execute any such Form 3, 4 or 5 and timely file such form with the
United States Securities and Exchange Commission and any stock exchange or similar authority;
and

 	(3)  take any other action of any type whatsoever in connection with the foregoing which,
in the opinion of such attorney-in-fact, may be of benefit to, and in the best interest of, or legally
required by, me.

	I hereby grant to such attorney-in-fact full power and authority to do and perform any and
every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any
of the rights and powers herein granted, as fully to all intents and purposes as I might or could do
if personally present, with full power of substitution or revocation, hereby ratifying and
confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall
lawfully do or cause to be done by virtue of this power of attorney and the rights and powers
herein granted. I acknowledge that the foregoing attorney-in-fact, in serving in such capacity at
my request, is not assuming, nor is the Company assuming, any of my responsibilities to comply
with Section 16 of the Exchange Act.

	This Power of Attorney shall remain in full force and effect until I am no longer required
to file Forms 3, 4 or 5 with respect to my holdings of and transactions in securities issued by the
Company, unless earlier revoked by me in a signed writing delivered to the foregoing attorney-
in-fact.

	IN WITNESS WHEREOF, I have caused this Power of Attorney to be executed as of
March 3		, 2008.


					/s/ Randy Weaver
					Randell Weaver