Sec Form 5 Filing - BELANGER TIMOTHY E @ NATURAL ALTERNATIVES INTERNATIONAL INC - 2006-06-30

FORM 5 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 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 BELANGER TIMOTHY E 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 _____ Officer (give title below) X __ Other (specify below) Former SR VP Sales & Marketing (Last) (First) (Middle) 1185 LINDA VISTA DR 3. Date of Earliest Transaction (MM/DD/YY) 06/30/2006 (Street) SAN MARCOS, CA92078 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 06/30/2005 P( 2 ) V 805 A $ 6.9785 25,755 D Common Stock 12/31/2005 P( 2 ) V 533 A $ 5.508 26,288 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 Employee (Nonqualified) Stock Option (right to buy) $ 2.07 ( 4 ) ( 3 ) 05/30/2007 Common Stock 16,000 16,000 D Employee (Incentive) Stock Option (right to buy) $ 5.08 ( 1 ) ( 3 ) 09/27/2006( 1 ) Common Stock 29,885 45,885 D Employee (Nonqualified) Stock Option (right to buy) $ 5.08 ( 1 ) ( 3 ) 06/28/2007( 1 ) Common Stock 115 46,000 D Employee (Nonqualified) Stock Option (right to buy) $ 6.65 ( 1 ) ( 3 ) 06/28/2007( 1 ) Common Stock 60,000 106,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other BELANGER TIMOTHY E 1185 LINDA VISTA DR SAN MARCOS, CA92078 Former SR VP Sales & Marketing Signatures /s/ John Reaves on behalf of Mr. Belanger under a Power of Attorney 07/11/2006 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This does not represent a new stock option grant. The expiration date has been changed due to the termination of Mr. Belanger's employment agreement on June 29, 2006. ( 2 )Employee stock purchase plan transaction. ( 3 )The securities are 100% vested as of April 27, 2005. ( 4 )This does not represent a new stock option grant.

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).

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