8-K

                                  UNITED STATES
                       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)       October 12, 2005
                                                 -----------------------------

                           NATURAL HEALTH TRENDS CORP.
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               (Exact name of Company as specified in its charter)


        Delaware                       0-26272                   59-2705336
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(State or other jurisdiction         (Commission                IRS Employer
of incorporation)                    File Number)            Identification No.)


12901 Hutton Drive               Dallas, TX                             75234
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 (Address of principal executive offices)                             (Zip Code)


Company's telephone number, including area code      (972) 241-4080
                                                -------------------------------

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         (Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the Company under any of the
following provisions (see General Instruction A.2. below):

[ ]  Written communications pursuant to Rule 425 under the Securities Act (17
     CFR 230.425)

[ ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
     240.14a-12)

[ ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the
     Exchange Act (17 CFR 240.14d-2(b))

[ ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the
     Exchange Act (17 CFR 240.13e-4(c))



Item 3.01   Notice of Delisting or Failure to Satisfy a Continued Listing Rule
            or Standard; Transfer of Listing.

         On October 12, 2005, Natural Health Trends Corp. (the "Company")
received a letter from The Nasdaq Stock Market stating that the Company is not
in compliance with Marketplace Rule 4350. Specifically, due to the resignation
of Robert H. Hesse from the Company's Audit Committee (which was previously
disclosed), the Company's Audit Committee is not comprised of three independent
directors. Pursuant to Marketplace Rule 4350(d)(4), the Company has been
provided with the opportunity to cure such non-compliance until the earlier of
its next annual stockholders' meeting or September 28, 2006.

         The Company's Nominating Committee is in the process of identifying,
reviewing and evaluating appropriate candidates for appointment to the Board of
Directors as independent directors. The Company intends to appoint one or more
of the newly appointed independent directors to its Audit Committee.


Item 9.01.  Financial Statements and Exhibits.

(d) Exhibits

       99.   Press Release of the Company dated October 18, 2005.






                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Company has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.



                                      NATURAL HEALTH TRENDS CORP.


Date: October 18, 2005
                                      By: /s/ ROBERT H. HESSE
                                          --------------------------------------
                                          Name:  Robert H. Hesse
                                          Title: Interim Chief Executive Officer

                                        2

EX-99

                                                                      Exhibit 99

    [GRAPHIC OMITTED]           Michael Porter, President - Investor Relations
Porter, LeVay & Rose, Inc.      Linda Decker, VP - Investor Relations
    PUBLIC RELATIONS            Jeff Myhre, VP - Editorial
                                Tom Gibson, VP - Media Relations 201-476-0322

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    Seven Penn Plaza o New York, NY 10001 o 212-564-4700 o FAX 212-244-3075
                    www.plrinvest.com o plrmail@plrinvest.com
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   NATURAL HEALTH TRENDS CORP.

   Robert H Hesse, President
   972-241-4080
                                                               FOR CLIENT REVIEW

 NATURAL HEALTH TRENDS CORP. NOTIFIED OF NON-COMPLIANCE WITH NASDAQ INDEPENDENT
                                  DIRECTOR RULE


DALLAS, TX, October 18, 2005 -- Natural Health Trends Corp. (NASDAQ NMS: BHIP),
an international direct-selling company, announced today that it received a
letter from The Nasdaq Stock Market stating that the Company is not in
compliance with Marketplace Rule 4350. Specifically, due to the resignation of
Robert H. Hesse from the Company's Audit Committee (which was previously
disclosed), the Company's Audit Committee is not comprised of three independent
directors. Pursuant to Marketplace Rule 4350(d)(4), the Company has been
provided with the opportunity to cure such non-compliance until the earlier of
its next annual stockholders' meeting or September 28, 2006.

Mr. Hesse, who resigned from the Audit Committee to take on the position of
interim CEO of Natural Health Trends, said, "Our Nominating Committee is in the
process of identifying, reviewing and evaluating appropriate candidates for
appointment to the Board of Directors as independent directors. The Company
intends to appoint one or more of the newly appointed independent directors to
our Audit Committee."

Natural Health Trends Corp. is an international direct-selling company operating
in more than 30 markets throughout Asia, North America, Eastern Europe and Latin
America. The Company markets premium quality personal care products under the
Lexxus brand and markets its nutritional supplement products under the Kaire
brand. Additional information can be found on the Company's website, and
management encourages interested parties to register for updated corporate
information via e-mail on the Company's homepage,
www.naturalhealthtrendscorp.com.

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995
- -- Forward-looking statements in this release do not constitute guarantees of
future performance. Such forward-looking statements are subject to risks and
uncertainties that could cause our actual results to differ materially from
those anticipated. Such statements may relate, among other things, to our
relationship with our distributors; our need to continually recruit new
distributors; our internal controls and accounting methods that may require
further modification; regulatory matters governing our products and network
marketing system; our ability to recruit and maintain key management; adverse
publicity associated with our products or direct selling organizations; product
liability claims; our reliance on outside manufacturers; risks associated with
operating internationally, including foreign exchange risks; product
concentration; dependence on increased penetration of existing markets; the
competitive nature of our business; and our ability to generate sufficient cash
to operate and expand our business. For a more detailed discussion of the risks
and uncertainties of our business, please refer to our Annual Report on Form
10-K for the fiscal year ended December 31, 2004 filed with the Securities and
Exchange Commission. We assume no obligation to update any forward-looking
information contained in this press release or with respect to the announcements
described herein.

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