June 5, 2020
Via E-mail

Matthew D. Bivona, Esq.
Akin Gump Strauss Hauer & Feld LLP
2300 N. Field Street, Suite 1800
Dallas, Texas 75201

       Re:     Mannatech, Inc.
               Schedule TO-I filed May 29, 2020
               Schedule TO-C filed May 29, 2020
               File No. 005-57067

Dear Mr. Bivona:

        The staff in the Office of Mergers and Acquisitions has reviewed the
filings listed above,
and we have the comments set forth below. All defined terms used herein have
the same
meaning as in the Offer to Purchase attached as Exhibit (a)(1)(i) to the
Schedule TO-I. In some
of our comments, we may ask you to provide us with information so we may better
understand
your disclosure.

       Please respond to this letter by amending your filings, by providing the
requested
information, or by advising us when you will provide the requested response. If
you do not
believe our comments apply to your facts and circumstances or do not believe an
amendment is
appropriate, please tell us why in your response.

       After reviewing any amendment to your filings and the information you
provide in
response to these comments, we may have additional comments.

Schedule TO-I filed May 29, 2020

Conditions of the Offer, page 21

1. All offer conditions must be objectively verifiable and outside the control
of the bidder in the
   tender offer. To the extent a bidder reserves the right to assert an offer
condition based upon
   its own action or inaction, without a reasonableness or materiality
qualifier, the tender offer
   could be viewed as illusory and thus in contravention of Exchange Act
section 14(e).
   Accordingly, please delete or revise the following language indicating that
you may
   terminate the Offer if certain events have occurred "regardless of the
circumstances giving
   rise to the event...including any action or inaction by us..."
 Matthew D. Bivona, Esq.
Akin Gump Strauss Hauer & Feld LLP
June 5, 2020
Page 2

2. We note that you have included a condition that will be triggered by the
"the commencement
   of a war, armed hostilities or other similar national or international
calamity...on or after
   May 29, 2020;" as well as a condition concerning any material escalation of
a war or armed
   hostilities which had commenced prior to May 29, 2020. You have not included
a
   materiality qualifier or limited such events to one directly involving the
United States.
   Therefore, if any event anywhere in the world "triggers" this condition
while the Offer is
   pending, you must promptly amend the offer materials to advise shareholders
whether you
   will waive the condition, or assert it and terminate the Offer. Depending on
the timing of this
   event and your revised disclosure, you may also be required to extend the
Offer. Please
   confirm your understanding in your response letter. Alternatively, please
amend the
   condition to more narrowly tailor it. Please also make any conforming
changes to the
   description of the same condition elsewhere in the Offer to Purchase.

3. Refer to the following disclosure: "The conditions referred to above are for
our sole benefit
   and may be asserted by us regardless of the circumstances giving rise to any
such condition,
   and may be waived by us, in whole or in part, at any time..." This statement
suggests you
   may become aware that an offer condition has been triggered or otherwise has
become
   incapable of being satisfied, yet the offer may proceed without you making a
disclosure. To
   the extent you become aware of any condition being triggered that would
enable you to
   terminate the offer, and you elect to proceed with the offer anyway, we view
that decision as
   tantamount to a waiver of the condition. If a condition is waived, a
material change has
   occurred, requiring revised disclosure and (potentially) an extension of the
Offer. Please
   revise the offer materials accordingly.

Schedule TO-C filed May 29, 2020

Exhibit 99.2, Email to Associates

4. We note your statement that "[i]n a modified Dutch auction tender offer, the
company
   conducting the buyback specifies a price range at which it will buy back
shares, and each
   shareholder who is interested in selling shares may offer to purchase them
at the minimum
   price they are willing to accept per share, as well as specify the amount of
shares they are
   willing to sell back" (emphasis added). Please revise this description to
clarify that in a
   modified Dutch auction tender offer, the shareholders do not "offer to
purchase" the shares.
   Rather, shareholders may indicate how many shares they wish to tender and at
what price
   within the range.

                                              *   *   *

        We remind you that the registrant and its management are responsible
for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
 Matthew D. Bivona, Esq.
Akin Gump Strauss Hauer & Feld LLP
June 5, 2020
Page 3

         Please direct any questions to me at (202) 551-7951. You may also
contact David
Plattner, Special Counsel, at (202) 551-8094.


                                                          Sincerely,

                                                          /s/ Joshua Shainess

                                                          Joshua Shainess
                                                          Special Counsel
                                                          Office of Mergers and
Acquisitions