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Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
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<SEC-DOCUMENT>0001015769-97-000014.txt : 19970222
<SEC-HEADER>0001015769-97-000014.hdr.sgml : 19970222
ACCESSION NUMBER:		0001015769-97-000014
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		1
CONFORMED PERIOD OF REPORT:	19970219
ITEM INFORMATION:		Changes in control of registrant
FILED AS OF DATE:		19970219
SROS:			NASD

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			NATURAL HEALTH TRENDS CORP
		CENTRAL INDEX KEY:			0000912061
		STANDARD INDUSTRIAL CLASSIFICATION:	SERVICES-EDUCATIONAL SERVICES [8200]
		IRS NUMBER:				592705336
		STATE OF INCORPORATION:			FL
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-26272
		FILM NUMBER:		97538510

	BUSINESS ADDRESS:	
		STREET 1:		2001 WEST SAMPLE ROAD
		CITY:			POMPANO BEACH
		STATE:			FL
		ZIP:			33064
		BUSINESS PHONE:		305-969-9771

	MAIL ADDRESS:	
		STREET 1:		2001 WEST SAMPLE ROAD
		CITY:			POMPANO BEACH
		STATE:			FL
		ZIP:			33064
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<TEXT>




                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT



     Pursuant to Section 13 of 15(d) of the Securities Exchange Act of 1934

                Date of Report (Date of earliest event reported)
                       February 19, 1997 (February 4,1997)


                           NATURAL HEALTH TRENDS CORP.
             (Exact name of Registrant as specified in its charter)


        Florida                        0-25238                  59-2705336
(State or other jurisdiction of   (Commission File Number)    (IRS Employer 
incorporation or organization)                              Identification No.)

         2001 West Sample Road, Suite 318, Pompano Beach, Florida 33064
               (Address of principal executive offices) (Zip Code)


       Registrant's telephone number, including area code: (954) 969-9771



                                       n/a
          (Former name or former address, if changed since last report)




<PAGE>



Item 9.  Sales of Equity Securities Pursuant to Regulation S.

     Pursuant  to  the  exemption  from  the  registration   requirements  under
Regulation  S  promulgated  under the  Securities  Act of 1933,  as amended (the
"Act'), on February 4, 1997,  Natural Health Trends Corp. (the "Company") issued
$300,000 of the Company's 10% convertible  debentures (the  "Debentures") to two
"accredited  investors" as that term is defined  under  Regulation D promulgated
under the Act.  The  placement  agent for the  private  placement  was  Meridian
Equities,  Inc.  The  principal  and  accrued  interest  on the  Debentures  are
convertible  into shares of common  stock of the  Company,  $.001 par value (the
"Common Stock") commencing on March 19, 1997, at a conversion price equal to the
lower of (i) eighty (80%)  percent of the average  closing bid price as reported
by The NASDAQ Stock Market, Inc. for the five trading days immediately preceding
the notice of conversion or (ii) the closing bid price on February 4,1997.


<PAGE>



                                   SIGNATURES



      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.

Dated: February 19, 1997





                                                   NATURAL HEALTH TRENDS CORP.
                                                   (Registrant)

                                                    By: /s/ Neal R. Heller
                                                    Neal R. Heller
                                                    President





</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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