NATURAL HEALTH TRENDS CORP.
                              2001 West Sample Road
                          Pompano Beach, Florida 33064


                    NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
                          To be Held on August 4, 1997

To the Stockholders of NATURAL HEALTH TRENDS CORP.

        The Annual  Meeting of  Stockholders  of Natural  Health Trends Corp., a
Florida corporation (the "Company"), will be held at the Deerfield Beach Hilton,
100 Fairway Drive,  Deerfield Beach,  Florida,  on August 4, 1997, at 2:00 P.M.,
local time, for the following purposes:

        1. To elect a board of four  directors  to serve  until the next  Annual
Meeting of Stockholders and until their successors are elected and qualified;

        2. To ratify the selection by the Board of Directors of Feldman, Radin &
Co.,  P.C. to serve as  independent  auditors  for the year ending  December 31,
1997;

        3. To take action  concerning  the approval of the Company's  1997 Stock
Option Plan; and

        4 To  transact  such other  business  as may  properly  come  before the
meeting or any adjournments thereof.

        The  foregoing  items of business are more fully  described in the Proxy
Statement  accompanying  this Notice.  Management is aware of no other  business
which will come before the meeting.

        The Board of  Directors  has fixed the close of business on July 1, 1997
as the record date for the  determination of stockholders  entitled to notice of
and to vote at the meeting or any adjournments thereof. Holders of a majority of
the  outstanding  shares  must be present in person or by proxy in order for the
meeting to be held.

        ALL  STOCKHOLDERS ARE CORDIALLY  INVITED TO ATTEND THE MEETING.  YOU ARE
URGED TO SIGN, DATE AND OTHERWISE COMPLETE THE ENCLOSED PROXY CARD AND RETURN IT
PROMPTLY IN THE ENCLOSED ENVELOPE WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING.
IF YOU ATTEND THE MEETING,  YOU MAY VOTE YOUR SHARES IN PERSON IF YOU WISH TO DO
SO, EVEN IF YOU HAVE SIGNED AND RETURNED YOUR PROXY CARD.

                                        By Order of the Board of Directors,


                                        /s/ Neal R. Heller
                                        Neal R. Heller, Chairman of the Board

Pompano Beach, Florida
July 2, 1997

                  IT IS IMPORTANT THAT THE ENCLOSED PROXY CARD
                       BE COMPLETED AND RETURNED PROMPTLY







                           NATURAL HEALTH TRENDS CORP.
                              2001 West Sample Road
                          Pompano Beach, Florida 33064



                                 PROXY STATEMENT



                         ANNUAL MEETING OF STOCKHOLDERS

                                 August 4, 1997

                             SOLICITATION OF PROXIES

        This Proxy Statement is furnished in connection with the solicitation by
the Board of Directors of Natural  Health  Trends Corp.,  a Florida  corporation
(the "Company"), of proxies to be voted at the Annual Meeting of Stockholders of
the Company to be held on August 4, 1997 (the  "Meeting"),  at 2:00 P.M.,  local
time,  at the  Deerfield  Beach  Hilton,  100 Fairway  Drive,  Deerfield  Beach,
Florida, and at any adjournments thereof.

        A form of proxy is  enclosed  for use at the  Meeting.  The proxy may be
revoked by a stockholder  at any time before it is voted by execution of a proxy
bearing a later date or by written  notice to the Secretary  before the Meeting,
and any  stockholder  present at the Meeting may revoke his or her proxy thereat
and vote in person if he or she  desires.  When such proxy is properly  executed
and  returned,  the  shares  it  represents  will be  voted  at the  Meeting  in
accordance with any  instructions  noted thereon.  If no direction is indicated,
all shares  represented by valid proxies received  pursuant to this solicitation
(and not revoked  prior to  exercise)  will be voted (i) for the election of the
nominees for director named in this Proxy  Statement,  (ii) for  ratification of
the  selection by the Board of Directors of Feldman,  Radin & Co., P.C. to serve
as  independent  auditors for the year ending  December 31, 1997,  (iii) for the
approval of the Company's 1997 Stock Option Plan and (iv) in accordance with the
judgment  of the  persons  named in the proxy as to such  other  matters  as may
properly come before the Meeting and any adjournments thereof.

        The cost for soliciting proxies on behalf of the Board of Directors will
be borne by the Company.  In addition to  solicitation  by mail,  proxies may be
solicited  in person  or by  telephone,  telefax  or cable by  personnel  of the
Company who will not receive any additional  compensation for such solicitation.
The Company may reimburse  brokers or other persons holding stock in their names
or the  names  of their  nominees  for the  expenses  of  forwarding  soliciting
material to their  principals and obtaining their proxies.  This Proxy Statement
and the  accompanying  form of proxy will be first mailed to  stockholders on or
about July 2, 1996.

        The close of  business on July 1, 1997 has been fixed as the record date
for the  determination of stockholders  entitled to notice of and to vote at the
Meeting.  On that date there were 12,811,261  shares of common stock,  par value
$.001 per share, of the Company ("Common Stock") outstanding. Each


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share  entitles  the holder  thereof to one vote and a vote of a majority of the
shares present, or represented,  and entitled to vote at the Meeting is required
to approve  each  proposal  to be acted upon at the  Meeting.  The  holders of a
majority  of the  shares of Common  Stock  outstanding  on the  record  date and
entitled  to be voted at the  Meeting,  present  in  person  or by  proxy,  will
constitute  a quorum for the  transaction  of  business  at the  Meeting and any
adjournments thereof.


                     PROPOSAL NO. 1 - ELECTION OF DIRECTORS

        The by-laws of the Company give the Board of Directors  the authority to
determine the number of directors  who shall  constitute  the full Board,  which
currently  consists of four  directors.  All directors  will be elected to serve
until the next annual  meeting of  stockholders  and until their  successors are
elected and qualified.  The four nominees for election to the Board of Directors
who receive the greatest  number of votes cast at the Meeting will be elected to
the Board of Directors.

        The nominees for election as directors are Neal R. Heller,  Elizabeth S.
Heller,  Martin C. Licht,  and Arthur  Keiser.  Each of the  nominees  currently
serves as a director of the Company.  If any nominee becomes unable or unwilling
to serve, the persons named as proxies will have discretionary authority to vote
for a substitute.  To the best of the Company's knowledge, all the nominees will
be available to serve. Unless contrary  instructions are given on the proxy, the
shares  represented  by a properly  executed proxy will be voted FOR each of the
nominees.

        The information in the Company's Form 10-KSB for the year ended December
31, 1996 in Part III,  Item 9 - Directors,  Executive  Officers,  Promoters  and
Control Persons, Item 10 - Executive Compensation,  Item 11 - Security Ownership
of Certain Beneficial Owners and Management,  and Item 12 -Certain Relationships
and Related Transactions is incorporated herein by reference.

Board Meetings and Committees

        The Company has standing Compensation,  Audit, and Nominating Committees
which  perform the  functions  described  below.  At present  directors  are not
compensated for committee meetings.

        The  Compensation  Committee  is  composed of Martin C. Licht and Arthur
Keiser. The function of the Compensation Committee is to make recommendations to
the Board of Directors  with respect to  compensation  and benefit  programs for
officers and directors of the Company.

        The Audit  Committee  is composed of Martin C. Licht and Arthur  Keiser.
The  function  of the Audit  Committee  is to review the  financial  affairs and
internal  controls  of the  Company,  to  recommend  each  year to the  Board of
Directors  independent  auditors to audit the annual financial statements of the
Company, to meet with the Company's  auditors,  to review the scope of the audit
plan, to discuss with the auditors the results of the Company's annual audit and
any related matters,  and to review  transactions posing a potential conflict of
interest among the Company and its directors, officers and affiliates.

        The  Nominating  Committee  is  composed  of Martin C.  Licht and Arthur
Keiser. The function of the Nominating  Committee is to make  recommendations to
the Board of Directors  with respect to the executive  officers and directors of
the Company.



                                       -2-





        During the year ended December 31, 1996, the Board of Directors had four
regular  meetings.  Each of the  Committees  met  once in  1996.  Each  director
attended  at  least  75% of the  meetings  of the  Board  of  Directors  and the
committees of which such director is a member.


                                 PROPOSAL NO. 2
                     RATIFICATION OF APPOINTMENT OF AUDITORS

        The Board of  Directors  has selected  the  accounting  firm of Feldman,
Radin & Co., P.C. to serve as  independent  auditors of the Company for the year
ending December 31, 1997 and proposes the ratification of such decision.

        The Company has been advised by Feldman,  Radin & Co., P.C. that neither
the firm nor any of their  associates has any  relationship  with the Company or
any affiliate of the Company.  If the foregoing  appointment is rejected,  or if
Feldman, Radin & Co., P.C. shall decline to act or otherwise become incapable of
acting,  or if  their  appointment  is  otherwise  discontinued,  the  Board  of
Directors  will appoint other  independent  auditors whose  appointment  for any
period subsequent to the 1997 Annual Meeting of Stockholders shall be subject to
approval by the  Stockholders at that meeting.  Feldman Radin & Co., P.C. served
as the principal independent auditors of the Company for the year ended December
31,  1996.  Representatives  of Feldman  Radin & Co.,  P.C.  are  expected to be
present at the Meeting and will have the opportunity to make a statement if they
desire to do so.  Such  representatives  are also  expected to be  available  to
respond to appropriate questions during the Meeting.

        The Board of  Directors  recommends  a vote  `FOR'  ratification  of the
selection  of Feldman,  Radin & Co.,  P.C. as the  independent  auditors for the
Company for the year ending December 31, 1997.


                                 PROPOSAL NO. 3
                       APPROVAL OF 1997 STOCK OPTION PLAN

        The 1997 Stock  Option  Plan (the  "Plan")  was  adopted by the Board of
Directors  on January 27,  1997.  The Plan  provides for the granting of options
("Options") to key employees,  including  officers,  non-employee  directors and
consultants  of the Company  and its  subsidiaries  to purchase up to  3,000,000
shares of Common Stock which are intended to qualify  either as incentive  stock
options  ("Incentive  Stock  Options")  within the meaning of Section 422 of the
Internal Revenue Code of 1986, as amended, (the "Code"), or as options which are
not  intended to meet the  requirements  of such  section  ("Nonstatutory  Stock
Options").

        The Plan provides for its  administration  by an appointed  committee of
two  disinterested  directors  which has  discretionary  authority,  subject  to
certain  restrictions,  to determine the number of shares of Common Stock issued
pursuant to  Incentive  Stock  Options and  Nonstatutory  Stock  Options and the
individuals  to whom and the  conditions  at which the  exercise  price for such
options will be granted.

        The  exercise  price of all  options  granted  under the Plan must be at
least equal to the fair market  value of such shares of Common Stock on the date
of the grant or in the case of Incentive Stock Options granted to the holders of
more than ten percent of (i) the  Company's  shares or (ii) the combined  voting
power of all classes of stock of any of its  subsidiaries,  at least 110% of the
fair  market  value of the Common  Stock on the date of the grant.  The  maximum
exercise  period for which  options may be granted is ten years from the date of
grant (five years in the case of an Incentive Stock Option granted to an


                                       -3-





individual  owning more than ten percent of (i) the Company's shares or (ii) the
combined voting power of all classes of stock of any of its subsidiaries).

Federal Income Tax Consequences

        The following is a summary of the federal income tax consequences  under
the Code with respect to Incentive Stock Options and Nonstatutory Stock Options.

        If shares are issued to a holder of a  Nonstatutory  Stock  Option under
the Plan, (1) no income will be recognized by the holder at the time of grant of
the Option;  (2) except as stated below,  upon exercise of the Option the holder
will recognize  taxable  ordinary income in an amount equal to the excess of the
fair market value of the shares over the Option  price;  (3) the Company will be
entitled  to a  deduction  at the same time and in the same amount as the holder
has income  under  clause (2);  and (4) upon a sale of shares so  acquired,  the
holder may have additional  short-term or long-term capital gain or loss. If the
sale of such  shares at a profit  would  subject a holder to suit under  Section
16(b)  of the  Securities  and  Exchange  Act of  1934,  (1) no  income  will be
recognized  by the  holder at the time of  exercise  of the  Option;  (2) at the
earlier of (i) six months after such exercise or (ii) the first day on which the
sale of such shares at a profit  will not  subject  the holder to Section  16(b)
liability,  the holder will recognize taxable ordinary income in an amount equal
to the  excess  of the fair  market  value of the  shares  at such time over the
Option  price;  and (3) the Company  will be entitled to a deduction at the same
time and in the same amount as the holder has income  under clause (2). A holder
subject to Section  16(b)  liability  for such shares may elect,  under  Section
83(b) of the Code, to recognize  taxable ordinary income at the time of exercise
of such shares in an amount  equal to the excess of the fair market value of the
shares at the time of exercise over the Option price.

        If shares are issued to the holder of an  Incentive  Stock  Option under
the Plan,  (1) no income  will be  recognized  by such holder at the time of the
grant of the Option or the  transfer of shares to the holder  pursuant to his or
her exercise of the Option;  (2) the difference between the Option price and the
fair market  value of the shares at the time of  exercise  will be treated as an
item of tax  preference to the holder;  (3) no deduction  will be allowed to the
Company for federal tax purposes in connection with the grant or exercise of the
Option; and (4) upon a sale or exchange of the shares after the later of (a) one
year from the date of transfer of the shares to the original holder,  or (b) two
years from the date of grant of the Option, any amount realized by the holder in
excess of the Option  price will be taxed to the holder as a  long-term  capital
gain, and any loss sustained by the holder will be a long-term  capital loss. If
the shares are disposed of before the holding period  requirements  described in
the preceding sentence are satisfied, then (1) the holder will recognize taxable
ordinary  income in the year of  disposition in an amount  determined  under the
rules of the Code; (2) the Company will be entitled to a deduction for such year
in the  amount of the  ordinary  income so  recognized;  (3) the holder may have
additional  long-term  or  short-term  capital  gain  or  loss;  and (4) the tax
preference provision might not be applicable.

        The Board of Directors  recommends a vote FOR approval of the 1997 Stock
Option Plan.




                                       -4-




                            PROPOSALS BY STOCKHOLDERS

        Any  stockholder  who  intends to  present a proposal  for action at the
Company's 1997 Annual Meeting of Stockholders in next year's proxy statement and
proxy card must forward a copy of such proposal to the Secretary of the Company.
Any such  proposal  must be received by the Company for  inclusion  in its proxy
statement and form of proxy card relating to that meeting by December 23, 1997.


                                  OTHER MATTERS

        The Board of Directors of the Company does not know of any other matters
to be presented for action at the Meeting.  If,  however,  any other matters are
properly brought before the Meeting, the persons named in the accompanying proxy
will vote such proxy in accordance with their own judgment on such matters.

                          ANNUAL REPORT TO STOCKHOLDERS

        The  Company's  1996 Annual  Report to  Stockholders  has been mailed to
Stockholders  concurrently  with  this  Proxy  Statement,  but  except as herein
stated, such report is not incorporated herein and is not deemed to be a part of
this proxy solicitation material.

        A COPY OF THE  COMPANY'S  ANNUAL REPORT ON FORM 10-KSB AS FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION,  WITHOUT EXHIBITS, WILL BE FURNISHED WITHOUT
CHARGE TO ANY PERSON FROM WHOM THE ACCOMPANYING  PROXY IS SOLICITED UPON WRITTEN
REQUEST TO THE COMPANY'S  CHAIRMAN OF THE BOARD, NEAL R. HELLER,  NATURAL HEALTH
TRENDS CORP., 2001 WEST SAMPLE ROAD, POMPANO BEACH, FLORIDA 33064.

                                          By Order of the Board of Directors



                                          /s/ Neal R. Heller
                                          Neal R. Heller, Chairman of the Board
Pompano Beach, Florida
July 2, 1997

        STOCKHOLDERS  ARE URGED TO  SPECIFY  THEIR  CHOICES  AND DATE,  SIGN AND
RETURN THE ENCLOSED PROXY IN THE ENCLOSED ENVELOPE. A PROMPT RESPONSE IS HELPFUL
AND YOUR COOPERATION WILL BE APPRECIATED.



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