AMENDMENT NO. 1 TO AMENDED AND RESTATED STOCKHOLDERS AGREEMENT

EX-10.55

                               AMENDMENT NO. 1 TO

                   AMENDED AND RESTATED STOCKHOLDERS AGREEMENT

        This Amendment No. 1 to the Amended and Restated Stockholders   Agreement
(this   "Amendment   Agreement") is entered into as of March 8, 1999 by and among
the   Stockholders who have executed the signature pages of this Agreement and Nu
Skin Enterprises,   Inc., a corporation   organized under the laws of the State of
Delaware (the   "Company").   This Amendment   Agreement shall be binding upon each
person who executes this Amendment   Agreement   notwithstanding the fact that any
other   Stockholders   fail or refuse to execute   this   Amendment   Agreement.   The
capitalized   terms used in this   Amendment   Agreement and not otherwise   defined
herein   shall have the   meanings   given such terms in the Amended   and   Restated
Stockholders   Agreement   dated   November   28, 1997 (the   "Amended   and   Restated
Stockholders Agreement").

                                    RECITALS

        A. WHEREAS, the Company has entered into a letter of intent with Nu Skin
USA,   Inc.,   Big Planet,   Inc.,   certain   shareholders   of Big Planet,   Inc. and
certain of the Initial Stockholders with respect to the potential acquisition by
the Company or its affiliates of Big Planet, Inc., Nu Skin Canada, Inc., Nu Skin
Mexico S.A. de C.V., a Mexico corporation   domesticated in the State of Delaware
under the name Nu Skin Mexico,   Inc., and Nu Skin   Guatemala,   S.A., a Guatemala
corporation   domesticated   in the   State   of   Delaware   under   the   name Nu Skin
Guatemala,   Inc. and further   regarding the   termination   of various   agreements
between Nu Skin   International,   Inc., a subsidiary of the Company,   and Nu Skin
USA,   Inc.   in   consideration   for the   payment to Nu Skin USA,   Inc. of certain
consideration   and the acquisition of certain assets by the Company from Nu Skin
USA, Inc. (all of the foregoing   proposed   transactions being referred to herein
collectively as the "Proposed Transactions"); and

        B.   WHEREAS,   in   connection   with   the   Proposed   Transactions   and the
Company's   efforts to pursue   certain   liquidity   events for those   Stockholders
executing   this   Amendment   Agreement,    the   Company   has   requested   that   the
Stockholders    execute   this   Amendment   Agreement   and   extend   certain   resale
restrictions set forth therein;

        NOW,   THEREFORE,   in   consideration   of   the   premises   and   the   mutual
agreements set forth herein and for other good and valuable   consideration,   the
receipt and   sufficiency   of which are hereby   acknowledged,   the Parties hereto
irrevocably agree as follows:

        1. Section 2.2 Lock-up   Agreement is hereby   amended to provide that the
Extended   Lock-up Period for all   Stockholders who execute this Agreement (other
than   the   trusts    identified   on   Schedule   B   to   the   Amended   and   Restated
Stockholders   Agreement) is extended   until and shall   terminate on December 31,
1999.   All other terms and conditions of Section 2.2 of the Amended and Restated
Stockholders   Agreement   shall   remain in full   force   and   effect.   The   trusts
identified on Schedule B to the Amended and Restated Stockholders   Agreement and
those   Stockholders   who elect not to execute   this   Amendment   Agreement   shall
remain   subject to the original   Extended   Lock-up   Period,   and   following   the
expiration of such original   Extended Lock-up Period shall remain subject to the
limitations   on resale as set forth in the   Amended   and   Restated   Stockholders
Agreement during the Restricted Resale Period.

        2. Section 2.3 Post Lock-up   Selling   Restrictions   is hereby amended to
provide that the Restricted   Resale Period for all   Stockholders   (including the
trusts identified on Schedule B to the Amended

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and Restated   Stockholders   Agreement and those   Stockholders who do not execute
this   Agreement)   shall expire on March 26, 2000. All other terms and conditions
of Section 2.3 of the Amended and Restated   Stockholders   Agreement shall remain
in full force and effect.

        3. Section 3.4   Application   of Agreement to Transfers in Private Resale
Transactions   is hereby   amended by adding the following   sentence at the end of
such Section:

        "Notwithstanding the foregoing, upon request to the Company, the Company
        may   authorize,   which   authorization   may be granted or withheld in its
        sole   discretion   exercised in good faith,   a donee that is a non-profit
        entity that is qualified under Section 501(c)(3) of the Internal Revenue
        Code and is   unaffiliated   with any   Stockholder   to sell shares and not
        have   such   shares   aggregated   with   any   shares    transferred   by   the
        Transferring Stockholder for purposes of the Rule 144 Allotment provided
        that such donee   sells the shares in   accordance   with the   requirements
        specified   by the Company such as selling   such shares   through   Merrill
        Lynch's   Provo   office,   over such time period as may be required by the
         Company,   and in such   manner   and during   such time   period as will not
        adversely   affect   the price or market of the   Company's   Class A Common
        Stock.

        4. Limited Resales. Each of Keith R. Halls, or affiliates he designates,
Anna Massaro Halls, or affiliates she designates, Rick A. Roney, Burke F. Roney,
Park R. Roney, and the MAR Trust, if they execute this Amendment Agreement,   may
(A) sell to the Company in 1999 20,000 shares of their Class A or Class B Common
Stock at a purchase   price equal to 80% of the fair market   value of such shares
based on the lower of the closing price of the Company's Class A Common Stock on
the New York   Stock   Exchange   on the   date   prior   to the   announcement   of the
execution of the letter of intent regarding the Proposed Transactions or the day
immediately prior to the date of the purchase of such shares by the Company, and
(B) notwithstanding   their agreement to extend the Extended Lock-Up Period, sell
20,000   shares   between   September   1,   1999   and   December   31,   1999   if   such
Stockholder   does not (i) sell any shares to the Company   during 1999,   and (ii)
does not sell any shares in a private placement or a secondary offering prior to
September   1,   1999.   Any such   sales   shall be made   through   Merrill   Lynch in
accordance   with the provisions of 2.3.2 and 2.3.3,   and for purposes of Section
2.3.3,   the   Stockholder's   Rule 144 Allotment for the period from   September 1,
1999 through December 31, 1999 shall be deemed to be 20,000 shares.

        5. Liquidity   Events.   As additional   consideration   to the Stockholders
who, together with all of their Stockholder   Controlled   Entities,   execute this
Amendment   Agreement and agree to the extension of the Extended   Lock-up   Period
prior to March 15,   1999,   the Company will   endeavor to pursue other   liquidity
alternatives for such   Stockholders,   market conditions   permitting.   Any of the
Stockholders   who elect not to execute this Amendment   Agreement   prior to March
15,   1999   shall   not   have   any   right to   participate   in any   such   liquidity
alternative   or event   except for such   limited   rights   that they may have with
respect to any registered,   underwritten offering commenced by the Company under
the   piggy-back   registration   rights   provisions   of the Amended   and   Restated
Stockholders Agreement.

        6. Counterparts.   This Agreement may be executed by facsimile and by any
number of counterparts, each of which shall be deemed to be an original, but all
of which together shall   constitute one agreement.   Each counterpart may consist
of a number of copies each signed by less than all, but   togeth