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)
                       January 31, 1997 (January 16,1997)


                           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)








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 January 16, 1997,  Natural Health Trends Corp. (the "Company") issued
$100,000 of the Company's 10% convertible  debentures (the  "Debentures")  to an
"accredited  investor" 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 1, 1997,  at a conversion  price equal to
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.













                                   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: January 31, 1997





                                                   NATURAL HEALTH TRENDS CORP.
                                                   (Registrant)

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