e144

144 1 d60368ae144.htm FORM 144 e144

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 144

NOTICE OF PROPOSED SALE OF SECURITIES
PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933

ATTENTION: Transmit for filing 3 copies of this form concurrently with either placing an order with a broker to execute sale or executing a sale directly with a market maker.

1(a)	Name of Issuer	(b)	IRS Ident. No.	(c)	S.E.C. File No.

	Natural Health Trends Corp.		59-2705336		0-26272


(d)	Address of Issuer			(e)	Telephone No.

	2050 Diplomat Drive		Dallas, Texas 75234		972 241-4080

	(Street)		(City) (State) (Zip Code)		(Area Code) (Number)

2(a)	Name of Person For Whose Account the Securities are to be Sold			(b)	Relationship to Issuer

	Gary C. Wallace		N/A		Officer


(c)	Address

	2050 Diplomat Drive		Dallas, Texas 75234

	(Street)		(City) (State) (Zip Code)

INSTRUCTION:

The person filing this notice should contact the issuer to obtain the I.R.S. Identification Number and the S.E.C. File Number

3(a)
Title of the
Class of
Securities to
be Sold

(b)
Name and Address
of Each Broker
Through Whom the
Securities are to be
Offered or Each
Market Maker Who
is Acquiring the Securities

SEC USE
ONLY

Broker-Dealer
File Number

(d)
Aggregate
Market Value
(See Instr. 3(d))

(e)
Number of
Shares or Other
Units Outstanding
(See Instr. 3(e))

(f)
Approximate
Date of Sale
(Mo/Day/Yr)
(See Instr. 3(f))

(g)
Name of Each
Securities
Exchange
(See Instr. 3(g))

Common Stock

E*Trade
671 N. Glebe Road, 11th Floor
Arlington, Virginia 22203

681

$394.98 (per 9/15/08 closing price)

*******

9/16/08

Nasdaq Capital Market

Common Stock

E*Trade
671 N. Glebe Road, 11th Floor
Arlington, Virginia 22203

164

$95.12 (per 9/15/08 closing price)

********

9/16/08

Nasdaq Capital Market

Common Stock

E*Trade
671 N. Glebe Road, 11th Floor
Arlington, Virginia 22203

545

$316.10 (per 9/15/08 closing price)

********

9/16/08

Nasdaq Capital Market

Common Stock

E*Trade
671 N. Glebe Road, 11th Floor
Arlington, Virginia 22203

137

$79.46 (per 9/15/08 closing price)

********

9/16/08

Nasdaq Capital Market

INSTRUCTIONS:

1. (a) Name of issuer
(b) Issuer’s I.R.S. Identification Number
(c) Issuer’s S.E.C. file number, if any
(d) Issuer’s address, including zip code

(e) Issuer’s telephone number, including area code

2. (a) Name of person for whose account the securities are to be sold

(b) Such person’s relationship to the issuer (e.g., officer, director, 10% stockholder, or member of immediate family of any of the foregoing)
(c) Such person’s address, including zip code

3. (a) Title of the class of securities to be sold
(b) Name and address of each broker through whom the securities are intended to be sold
(c) Number of shares or other units to be sold (if debt securities, give the aggregate face amount)
(d) Aggregate market value of the securities to be sold as of a specified date within 10 days prior to the filing of this notice
(e) Number of shares or other units of the class outstanding, or if debt securities the face amount thereof outstanding, as shown by the most recent report or statement published by the issuer
(f) Approximate date on which the securities are to be sold
(g) Name of each securities exchange, if any, on which the securities are intended to be sold

Page 2

TABLE I — SECURITIES TO BE SOLD
Furnish the following information with respect to the acquisition of the securities to be sold
and with respect to the payment of all or any part of the purchase price or other consideration therefor:

Title of the Class Date You
Acquired Nature of Acquisition
Transaction Name of Person from
Whom Acquired
(if gift, also give
date donor acquired) Amount of
Securities
Acquired Date of
Payment Nature of
Payment

Common Stock April 21, 2007 Grant of Restricted Stock Natural Health Trends Corp. 25,000 N/A N/A

Common Stock June 26, 2007 Grant of Restricted Stock Natural Health Trends Corp. 6,000 N/A N/A

Common Stock Dec. 31, 2007 Grant of Restricted Stock Natural Health Trends Corp. 5,000 N/A N/A

Common Stock March 15, 2008 Grant of Restricted Stock Natural Health Trends Corp. 20,000 N/A N/A

INSTRUCTIONS:

If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

TABLE II — SECURITIES SOLD DURING THE PAST 3 MONTHS
Furnish the following information as to all securities of the issuer sold
during the past 3 months by the person for whose account the securities are to be sold.

Name and Address of Seller Title of Securities Sold Date of Sale Amount of Securities Sold Gross Proceeds

Page 3

REMARKS:

The shares covered by this Form 144 are being sold pursuant to Rule 10b5-1(c) sales plans dated June 15, 2007, September 12, 2007 and June 6, 2008, respectively, and the representation below regarding the seller’s knowledge of material information speaks as of that plan adoption dates for the sales covered by those plans. The proceeds derived from the sale of shares covered by this Form 144 will be applied to the payment of taxes resulting from the vesting of certain of the above referenced shares of restricted stock. The exact number of shares to be sold as indicated in Item 3(c) above is subject to the actual price per share at which shares are sold to generate the proceeds required to pay taxes.

INSTRUCTIONS:
See the definition of “person” in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice. ATTENTION:
The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the issuer of the securities to be sold which has not been publicly disclosed.

September 16, 2008 /s/ Gary C. Wallace

DATE OF NOTICE
(SIGNATURE)

The notice shall be signed by the persons for whose account the securities are to be sold.
At least one copy of the notice shall be manually signed.
Any copies not manually signed shall bear typed or printed signatures.

ATTENTION:
Intentional misstatements or omission of facts constitute
Federal Criminal Violations (See 18 U.S.C. 1001)

Page 4


ATTENTION:		Transmit for filing 3 copies of this form concurrently with either placing an order with a broker to execute sale or executing a sale directly with a market maker.


1.	(a)	Name of issuer
	(b)	Issuer’s I.R.S. Identification Number
	(c)	Issuer’s S.E.C. file number, if any
	(d)	Issuer’s address, including zip code
	(e)	Issuer’s telephone number, including area code

2.	(a)	Name of person for whose account the securities are to be sold
	(b)	Such person’s relationship to the issuer (e.g., officer, director, 10% stockholder, or member of immediate family of any of the foregoing)
	(c)	Such person’s address, including zip code

3.	(a)	Title of the class of securities to be sold
	(b)	Name and address of each broker through whom the securities are intended to be sold
	(c)	Number of shares or other units to be sold (if debt securities, give the aggregate face amount)
	(d)	Aggregate market value of the securities to be sold as of a specified date within 10 days prior to the filing of this notice
	(e)	Number of shares or other units of the class outstanding, or if debt securities the face amount thereof outstanding, as shown by the most recent report or statement published by the issuer
	(f)	Approximate date on which the securities are to be sold
	(g)	Name of each securities exchange, if any, on which the securities are intended to be sold

INSTRUCTIONS: See the definition of “person” in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.		ATTENTION: The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the issuer of the securities to be sold which has not been publicly disclosed.

September 16, 2008		/s/ Gary C. Wallace
DATE OF NOTICE		(SIGNATURE)