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) March 4, 1998
                                                           (February 20, 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 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)
  
  
  
  
  <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 of 1933,  as amended (the
  "Act"), on February 20, 1998, Natural Health Trends Corp. (the "Company") issued
  300 shares of the Company's  Series B Preferred  Stock (the  "Preferred  Stock")
  with a stated value of $1,000 per share to an "accredited investor" as that term
  is defined under Regulation D promulgated under the Act. The placement agent for
  the private  placement  was Domain  Investments,  Inc.  The stated value and the
  accrued  dividends thereon on the Preferred Stock are convertible into shares of
  common stock of the Company,  $.001 par value (the "Common Stock") commencing on
  April 4, 1998,  at a  conversion  price equal to the lower of (i) seventy  (70%)
  percent of the  average  closing  bid price of the Common  Stock as  reported by
  Bloomberg,  L.P. for the three trading days immediately  preceding the notice of
  conversion or (ii) $.0625.
  
  
  
  <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:     March 3, 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": "98556983"}, "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) March 4, 1998
                                                           (February 20, 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 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 February 20, 1998, Natural Health Trends Corp. (the "Company") issued
  300 shares of the Company's  Series B Preferred  Stock (the  "Preferred  Stock")
  with a stated value of $1,000 per share to an "accredited investor" as that term
  is defined under Regulation D promulgated under the Act. The placement agent for
  the private  placement  was Domain  Investments,  Inc.  The stated value and the
  accrued  dividends thereon on the Preferred Stock are convertible into shares of
  common stock of the Company,  $.001 par value (the "Common Stock") commencing on
  April 4, 1998,  at a  conversion  price equal to the lower of (i) seventy  (70%)
  percent of the  average  closing  bid price of the Common  Stock as  reported by
  Bloomberg,  L.P. for the three trading days immediately  preceding the notice of
  conversion or (ii) $.0625.
  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:     March 3, 1998
  
                                       NATURAL HEALTH TRENDS CORP.
                                              (Registrant)
  
                                       By: /s/ Neal R. Heller
                                           Neal R. Heller
                                           President