UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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                                  SCHEDULE 13G


                    Under the Securities Exchange Act of 1934
                               (Amendment No. 2)*

                            Nu Skin Enterprises, Inc.
                                (Name of Issuer)

                              Class A Common Stock
                         (Title of Class of Securities)

                                   67018T-10-5
                                 (CUSIP Number)


                                December 31, 1998
             (Date of Event Which Requires Filing of this Statement)

Check the  appropriate box to designate the rule pursuant to which this Schedule
is filed.

        | |  Rule 13d-1(b)

        | |  Rule 13d-1(c)

        |X|  Rule 13d-1(d)

*The  remainder of this cover page shall be filled out for a reporting  person's
initial filing on this form with respect to the subject class of securities, and
for any  subsequent  amendment  containing  information  which  would  alter the
disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the  Securities  Exchange  Act of
1934 ("Act") or otherwise  subject to the liabilities of that section of the Act
but  shall be  subject  to all other  provisions  of the Act  (however,  see the
Notes).








Potential persons who are to respond to the collection of information  contained
in this form are not  required to respond  unless the form  displays a currently
valid OMB control number

                                Page 1 of 5 Pages

SCHEDULE 13G (AMENDMENT NO. 2) CUSIP NO. 67018T-10-5 1 NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). Nedra D. Roney 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) | | (b) | | 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America 5 SOLE VOTING POWER NUMBER OF 13,973,507 **SEE ITEM 4 SHARES BENEFICIALLY 6 SHARED VOTING POWER OWNED BY 300,000 **SEE ITEM 4 EACH REPORTING 7 SOLE DISPOSITIVE POWER PERSON WITH: 13,973,507 **SEE ITEM 4 8 SHARED DISPOSITIVE POWER 300,000 **SEE ITEM 4 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 14,273,507 **SEE ITEM 4 10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 32.4% 12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN Page 2 of 5 Pages

SCHEDULE 13G (AMENDMENT NO. 2) CUSIP NO. 67018T-10-5 Item 1. (a) Name of Issuer The name of the issuer is Nu Skin Enterprises, Inc. (the "Issuer"). (b) Address of Issuer's Principal Executive Offices The address of the Issuer's principal executive office is 75 West Center Street, Provo, Utah 84601. Item 2. (a) Name of Person Filing This report is being filed by Nedra D. Roney (the "Reporting Person"). (b) Address of Principal Business Office or, if none, Residence The address of the Reporting Person's principal business office is 75 West Center Street, Provo, Utah 84601. (c) Citizenship The Reporting Person is a citizen of the United States of America. (d) Title of Class of Securities This report covers the Issuer's Class A Common Stock, par value $.001 per share (the "Class A Common Stock"). (e) CUSIP Number The CUSIP number of the Class A Common Stock is 67018T-10-5. Item 3. Not applicable. Item 4. Ownership. (a) The Reporting Person beneficially owns or may be deemed to beneficially own 14,273,507 shares of Class A Common Stock as follows: 3,968,461 shares of Class A Common Stock, and 10,305,046 shares of the Issuer's Class B Common Stock, par value $.001 per share (the "Class B Common Stock"), which is convertible on a one- for-one basis into Class A Common Stock at any time at the option of the holder. The filing of the above statement shall not be construed as an admission that Nedra D. Roney is, for the purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended, the beneficial owner of the following shares which were included in the 14,273,507 shares of Common Stock referenced above: 300,000 shares of Class B Common Stock held indirectly as a co-trustee of The Rose Foundation. (b) Each share of Class B Common Stock is convertible at any time at the option of the holder into one share of Class A Common Stock and each share of Class B Common Stock is automatically converted into one share of Class A Common Stock upon the transfer of such share of Class B Common Stock to any person who is not a Permitted Transferee as defined in the Amended and Restated Certificate of Incorporation of the Issuer. Assuming conversion of all outstanding 10,305,046 shares of Class B Common Stock beneficially owned or that may be deemed to be beneficially owned by her, the Reporting Person would beneficially own or may be deemed to beneficially own 14,273,507 shares of Class A Common Stock which would constitute 32.4% of the number of shares of then outstanding Class A Common Stock. Each share of Class A Common Stock entitles the holder to one vote on each matter submitted to a vote of the Issuer's Stockholders and each share of Class B Common Stock entitles the holder to ten votes on each such matter, including the election of directors. Assuming conversion of all outstanding 10,305,046 shares of Class B Common Stock beneficially owned or that may be deemed to be beneficially owned by the Reporting Person, she would beneficially own or may be deemed to beneficially own 14,273,507 shares of Class A Common Stock which would constitute 2.9% of the aggregate voting power of the Issuer. Page 3 of 5 Pages

SCHEDULE 13G (AMENDMENT NO. 2) CUSIP NO. 67018T-10-5 Assuming no conversion of the outstanding 10,305,046 shares of Class B Common Stock beneficially owned or that may be deemed to be beneficially owned by the Reporting Person, she would beneficially own or may be deemed to beneficially own 3,968,461 shares of Class A Common Stock and 10,305,046 shares of Class B Common Stock which would constitute 18.4% of the aggregate voting power of the Issuer and 16.2% of the total combined number of shares of Class A Common Stock and Class B Common Stock then outstanding. (c) (i) Assuming conversion of all outstanding 10,305,046 shares of Class B Common Stock beneficially owned or that may be deemed to be beneficially owned by the Reporting Person, with respect to which she has sole power to vote or direct the vote, the Reporting Person would have sole power to vote or direct the vote of 13,973,507 shares of Class A Common Stock held directly. (ii) Assuming conversion of all outstanding 300,000 shares of Class B Common Stock beneficially owned or that may be deemed to be beneficially owned by the Reporting Person, with respect to which she has shared power to vote or direct the vote, the Reporting Person would have shared power to vote or direct the vote of 300,000 shares of Class A Common Stock held indirectly as a co-trustee of The Rose Foundation. (iii) Assuming conversion of all outstanding 10,005,046 shares of Class B Common Stock beneficially owned or that may be deemed to be beneficially owned by the Reporting Person, with respect to which she has sole power to dispose or direct the disposition, the Reporting Person would have sole power to dispose or direct the disposition of 10,005,046 shares of Class A Common Stock held directly. (iv) Assuming conversion of all outstanding 300,000 shares of Class B Common Stock beneficially owned or that may be deemed to be beneficially owned by the Reporting Person, with respect to which she has shared power to dispose or direct the disposition, the Reporting Person would have shared power to dispose or direct the disposition of 300,000 shares of Class A Common Stock held indirectly as a co-trustee of The Rose Foundation. Item 5. Ownership of Five Percent or Less of a Class Not applicable. Item 6. Ownership of More than Five Percent on Behalf of Another Person. Not applicable. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company Not applicable. Item 8. Identification and classification of Members of the Group Not applicable. Page 4 of 5 Pages

SCHEDULE 13G (AMENDMENT NO. 2) CUSIP NO. 67018T-10-5 Item 9. Notice of Dissolution of Group Not applicable. Item 10. Certification Not applicable. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. /S/ Nedra D. Roney By: Nedra D. Roney Dated: February 12, 1999 Page 5 of 5 Pages