UNITED STATES

                             WASHINGTON, D.C. 20549
                                    FORM 8-K
                                 CURRENT REPORT

                       Pursuant to Section 13 or 15(d) of

                       the Securities Exchange Act of 1934

                Date of Report (Date of Earliest Event Reported):
                                  May 22, 2006
                           USANA HEALTH SCIENCES, INC.

             (Exact name of registrant as specified in its charter)

                           Commission File No. 0-21116

              Utah                                    87-0500306
 (State or other jurisdiction of             (IRS Employer Identification
         incorporation)                                 Number)

                           3838 West Parkway Boulevard
                           Salt Lake City, Utah 84120
               (Address of principal executive offices, Zip Code)

       Registrant's telephone number, including area code: (801) 954-7100

   Former name or former address, if changed since last report: Not Applicable

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions:

[_]  Written  communications  pursuant to Rule 425 under the  Securities Act (17
     CFR 230.425)

[_]  Soliciting  material pursuant to Rule 14a-12 under the Exchange Act (17 CFR

[_]  Pre-commencement   communications  pursuant  to  Rule  14d-2(b)  under  the
     Exchange Act (17 CFR 240.14d-2(b))

[_]  Pre-commencement   communications  pursuant  to  Rule  13e-4(c)  under  the
     Exchange Act (17 CFR 240.13e-4(c))

Item 1.01         Entry into a Material Definitive Agreement.

On May 22, 2006,  USANA  Health  Sciences,  Inc.  (the  "Company")  entered into
indemnification  agreements (the "Indemnification  Agreements") with each of its
directors,  Robert  Anciaux,  Jerry G.  McClain,  Ronald  S.  Poelman,  Denis E.
Waitley,  Ph.D.  and Myron W. Wentz,  Ph.D.,  and with the  following  executive
officers:  Fred W. Cooper,  Gilbert A. Fuller,  Kevin  Guest,  G. Doug  Hekking,
Bradford  Richardson,  David A. Wentz,  Mark H. Wilson,  and Timothy  Wood.  The
Indemnification  Agreements,  among other things, provide for indemnification of
the  respective  director or officer for judgments,  settlements,  penalties and
fines  incurred by such person in any action or  proceeding  arising out of such
person's  services as a director  or officer of the Company or at the  Company's
request. The Indemnification Agreements also provide for advancement of expenses
to the indemnified person in connection with a legal proceeding.

In  addition  to the  Indemnification  Agreements,  the  Company's  Amended  and
Restated  Articles of Incorporation and Bylaws provide for  indemnification  and
advancement  of expenses for directors and officers.  The Company  believes that
these  provisions and  agreements are necessary to attract and retain  qualified
persons to serve as directors  and officers.  There is no pending  litigation or
proceeding  relating to the Company involving any of the Company's  directors or

The foregoing description of the Indemnification  Agreements does not purport to
be complete and is qualified in its entirety by reference to the Indemnification
Agreements.  Forms of  Indemnification  Agreements  for  directors  and  certain
officers of the Company are filed as Exhibit 10.1 and Exhibit  10.2 hereto,  and
are incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits. (furnished herewith)

(d) Exhibits

      Exhibit No. Description

         10.1     Form of Indemnification  Agreement between the Company and its

         10.2     Form of  Indemnification  Agreement  between  the  Company and
                  certain of its officers.


Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                      USANA HEALTH SCIENCES, INC.

                                      By: /s/ Gilbert A. Fuller
                                      Gilbert A. Fuller,
                                      Chief Financial Officer

Date: May 24, 2006