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) June 29, 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 8.01  Other Events

     On June 29, 2005, Natural Health Trends Corp., a Florida corporation
("NHTC-FL") reincorporated in the State of Delaware by merging with and into
Natural Health Trends Corp, a Delaware corporation ("NHTC-DE") and a wholly
owned subsidiary of NHTC-FL. As a result of the merger, NHTC-DE is the surviving
corporation and each share of common stock outstanding of NHTC-FL prior to the
merger is currently one share of common stock of NHTC-DE. Other than being
incorporated in the State of Delaware, no other changes were effected with
respect to the registrant or its capitalization.

Item 9.01(c)  Financial Statements and Exhibits.

     3.01  Certificate of Incorporation of NHTC-DE.
     3.02  Bylaws of NHTC-DE
     10.1  Agreement and Plan of Merger dated March 23, 2005 between NHTC-FL and
           NHTC-DE.



                                   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: July  11, 2005
                                            By: /s/ MARK D. WOODBURN
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                                               Name: Mark D. Woodburn
                                               Title: President




                                        2

EX-3.01

Exhibit 3.01

EX-3.02

Exhibit 3.02

EX-10.1

Exhibit 10.1