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) 12/03/2010 (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 12/06/2010   G   2,385 D (5) 113,562 D   Common Stock               7,200 (4) I By Self as Custodian for Marcelle Jeannette LeDoux Common Stock               28,000 I By 401(k) Common Stock               40,000 I By IRA Common Stock               800 I By Self as Custodian for Jean-Marc Emile LeDoux Common Stock               566,851 I By LeDoux Family Limited Partnership Common Stock               171,951 I By Self as Trustee for the Marie Altmann LeDoux Family Trust Common Stock               36,677 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

Non-qualified stock option (right to buy)

$ 7.502

12/03/2010

A

24,500

(1)

12/02/2020

Common Stock

24,500

(3)

49,500

D

Incentive stock option (right to buy)

$ 7.502

12/03/2010

A

15,500

(2)

12/02/2020

Common Stock

15,500

(3)

65,000

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 pursuant to a Power of Attorney		12/07/2010
**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)	8,596 shares vest on December 3, 2011, 7,952 shares vest on December 3, 2012 and the remaining 7,952 shares vest on December 3, 2013.
(2)	5,004 shares vest on December 3, 2011, 5,248 shares vest on December 3, 2012 and the remaining 5,248 shares vest on December 3, 2013.
(3)	This transaction represents a grant of a stock option pursuant to the Company's 2009 Omnibus Incentive Plan.
(4)	The amount shown has been adjusted to reflect an additional 6,400 shares held in a custodial account since 1989 and only recently discovered due to an incorrect address on the account.
(5)	This transaction represents a gift of the shares to two charitable organizations.

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