content: 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)
  
  
  
  
  <PAGE>
  
  
  
  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.
  
  
  
  <PAGE>
  
  
                                                      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
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metadata_filer: {"company-data": {"conformed-name": "NATURAL HEALTH TRENDS CORP", "cik": "0000912061", "assigned-sic": "8200", "irs-number": "592705336", "state-of-incorporation": "FL", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-26272", "film-number": "98597753"}, "business-address": {"street1": "2001 WEST SAMPLE RD", "street2": "STE 318", "city": "POMPANO BEACH", "state": "FL", "zip": "33064", "phone": "9549699771"}, "mail-address": {"street1": "2001 WEST SAMPLE ROAD", "city": "POMPANO BEACH", "state": "FL", "zip": "33064"}}
text: 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