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 7, 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'),  from December 23, 1996 through December 26, 1997, Natural Health Trends
Corp.  (the  "Company")   issued  $900,000  of  the  Company's  10%  convertible
debentures  (the  "Debentures")  to 3  "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 February 6, 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 7, 1997





                                                   NATURAL HEALTH TRENDS CORP.
                                                   (Registrant)

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