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 earliest event reported)
                April 21, 1998     (April 8, 1998)


                           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         (IRS Employer 
incorporation or organization)        Number)          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)








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, the Company  issued
4,000 shares of Series C Preferred Stock with a stated value of $1,000 per share
to two  "accredited  investors".  Each  share  of  Series C  Preferred  Stock is
convertible  into shares of Common  Stock  commencing  41 days after the date of
issuance  at a  conversion  price equal to the lower of the closing bid price of
the Common Stock on the date of issuance or 75% of the average closing bid price
of the Common Stock for the five trading days immediately  preceding the date of
the  notice  of  conversion.  Each  share of  Series  C  Preferred  Stock  shall
automatically be converted into Common Stock on the date which is 24 months from
the date of  issuance.  In no event  shall the Company be required to issue more
than 20% of the  number of shares of  Common  Stock  outstanding  on the date of
issuance  unless  the  stockholders  of the  Company  approve  the  issuance  of
additional   shares  of  Common  Stock  or  Nasdaq  waives  the  requirement  of
stockholder approval. In the event that the Company has issued 20% of the shares
outstanding  on the  date of  issuance  upon  the  conversion  of the  Series  C
Preferred  Stock and the  Company  has not  obtained  such waiver from Nasdaq or
stockholder approval, then the Company has agreed to redeem any shares of Series
C Preferred  Stock  outstanding at a redemption  price equal to 133% of the face
amount of the  shares of Series C  Preferred  Stock and any  accrued  and unpaid
dividends.  The  placement  agent for the private  placement  was BLH,  Inc. and
Meridian Equities, Inc.






                                                    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:     April 21, 1998



                                        NATURAL HEALTH TRENDS CORP.
                                             (Registrant)



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