SECURITIES AND EXCHANGE COMMISSION
                             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 earlier event reported): November 24, 1998
                                                        -----------------
                          NATURAL HEALTH TRENDS CORP.
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               (Exact Name of Registrant as Specified in Charter)

         Florida                   0-25238                   59-2705336
      -----------            ---------------------   --------------------------
(State of Incorporation      (Commission File No.)   (IRS Identification Number
or other Jurisdiction)

                                 250 Park Avenue
                            New York, New York 10117
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                    (Address of Principal Executive Offices)


                                 (212) 490-6609
              -----------------------------------------------------
               (Registrant's Telephone Number Including Area Code)




ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS

     Pursuant to an Asset  Purchase  Agreement  (the  "Acquisition  Agreement"),
dated as of November  24, 1998 by and among,  Natural  Health  Trends  Corp.,  a
Florida  corporation  (the "Company"),  NHTC Acquisition  Corp., a newly formed,
wholly-owned   subsidiary   of  the  Company  (the   "Subsidiary"),   and  Kaire
International,  Inc., a privately  held  Delaware  corporation  ("Kairen"),  the
Subsidiary agreed to acquire (the "Acquisition") substantially all of the assets
(the  "Assets")  of the Seller in exchange  for the  issuance  (i) to Kaire,  of
$2,800,000  aggregate  stated value of the Company's  Series F Preferred  Stock;
(ii) to two creditors of Kaire, $350,000 aggregate stated value of the Company's
Series  G  Preferred  Stock;  and  (iii)  to  Kaire,   five-year  warrants  (the
"Warrants") to purchase  200,000 shares of the Company's common stock, par value
$.001 per share  (the  "Common  Stock").  The Series F  Preferred  Stock and the
Series G  Preferred  Stock  shall be  redeemable  at any time by the  Company at
stated value and shall be convertible into such number of shares of Common Stock
as  determined  by  dividing  the per share  stated  value by 95% of the average
closing bid price of the Common  Stock for the three (3)  trading  days prior to
the date of conversion.

     The  Acquisition  Agreement also provides that the  Subsidiary  will assume
certain  indebtedness of Kaire, will indemnify certain officers of Kaire against
sales taxes  accrued  prior to the  closing  date and will make  certain  annual
earn-out  payments to Kaire for a period of five (5) years  commencing  with the
year ending December 31, 1999,  based upon the revenues and net income,  if any,
of the Subsidiary.

     The closing of the  Acquisition  is subject to, among other  conditions (i)
all  required  approvals  of the parties  being  obtained;  (ii)  completion  of
satisfactory  due  diligence by the parties;  and (iii) that the Assets of Kaire
being acquired are delivered free and clear of all liens and other encumbrances.
No assurances can be given when if ever the  Acquisition  will be consummated or
that any of the terms set forth herein will not be materially amended.

     Kaire   develops  and   distributes,   through  a  network  of  independent
associates,  products that are intended to appeal to health-conscious consumers.
Current  Kaire  products  include  health care  supplements  and  personal  care
products. Kaire offers a line of approximately 50 products which it divides into
nine categories,  including Antioxidant Protection, (Bodily) Defense, Digestion,
Energy and Alertness, Stress, Vital Nutrients, Weight Management, Anti-Aging and
Personal Care. Based upon the audited financial statement of Kaire, for the year
ended December 31, 1997, Kaire had net sales of approximately  $35,682,000 and a
net loss of  approximately  $6,098,000,  and based upon the unaudited  financial
statements of Kaire,  for the six (6) months ended June 30, 1998,  Kaire had net
sales of approximately $19,885,000 and a net loss of approximately $1,422,000.

     To  comply  with  certain  continued  listing  requirements  of the  NASDAQ
SmallCap Market system, the Company intends to file on approximately December 7,
1998 a proxy statement with the SEC seeking shareholder approval of, among other
items,  the issuance of the shares of Common Stock  issuable upon  conversion of
the Series F Preferred  Stock and the Series G Preferred  Stock and  exercise of
the Warrants.




ITEM 5. OTHER EVENTS

     The Company has relocated its principal executive offices from its previous
location at 2001 West Sample Road,  Pompano  Beach,  Florida  33064,  to its new
address at 250 Park Avenue, New York, New York 10117.





                                   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.

                                        NATURAL HEALTH TRENDS CORP. (Registrant)



                                        By:      /s/ Joseph P. Grace
                                           -------------------------------------
                                           Joseph P. Grace, Acting President

Dated: As of November 24, 1998