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 3, 2000 (March 17, 2000)
                                                 ------------------------------

                           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.)

           380 Lashley Street, P. O.Box 6128, Longmont, Colorado 80502
--------------------------------------------------------------------------------
           (Address of principal executive offices)       (Zip Code)

       Registrant's telephone number, including area code: (303) 682-4637
                                                           --------------

                    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 1,000
shares of Series J  Preferred  Stock with a stated  value of $1,000 per share to
one "accredited investor." Each share of Series J Preferred Stock is convertible
into shares of Common Stock  commencing on the earlier of 180 days from March 3,
2000 or the effective date of the registration  statement covering the shares of
Common Stock at a  conversion  price equal to the lower of the closing bid price
of the Common  Stock on the date of issuance  or 70% of the average  closing bid
price of the Common  Stock for the lowest  three  trading days in the 20 trading
days immediately  preceding the date of the notice of conversion.  Each share of
Series J Preferred Stock shall  automatically  be converted into Common Stock on
February 28,  2005.  In  connection  with the issuance of the shares of Series J
Preferred  Stock,  the  Company  issued to the  investor a warrant  to  purchase
141,907  shares  of  Common  Stock  at an  exercise  price of  $1.41  per  share
exerciseable until March 31, 2005.

      Financial Statements, Pro Forma Financial Information and Exhibits.

C.    Exhibits

Exhibit No.        Description
-----------        -----------

3.1                Articles of Incorporation
4.1                Securities Purchase Agreement
4.2                Registration Rights Agreement
4.3                Form of Warrant

<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 17, 2000

                                               NATURAL HEALTH TRENDS CORP.
                                                       (Registrant)

                                               By: /s/ Mark Woodburn
                                                   -----------------------------
                                                   Mark Woodburn
                                                   Chief Financial Officer