FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0104 Expires: January 31, 2005 Estimated average burden hours per response... 0.5

(Print or Type Responses)

1. Name and Address of Reporting Person *   STRATEGIC TURNAROUND EQUITY PARTNERS LP CAYMAN 2. Date of Event Requiring Statement (Month/Day/Year) 06/12/2007 3. Issuer Name and Ticker or Trading Symbol NATIONAL HOLDINGS CORP [NHLD] (Last) (First) (Middle) 720 FIFTH AVENUE, 10TH FLOOR,  4. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner _____ Officer (give title below) __X__ Other (specify below) X 5. If Amendment, Date Original Filed(Month/Day/Year) (Street) NEW YORK, NY 10019 6. Individual or Joint/Group Filing(Check Applicable Line) ___ Form filed by One Reporting Person _X_ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5) Common Stock 564,450 D (1)   Common Stock 700,066 I (2) See footnote (2) Common Stock 880,625 I (3) See footnote (3) Common Stock 706,066 I (4) See footnote (4)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
STRATEGIC TURNAROUND EQUITY PARTNERS LP CAYMAN 720 FIFTH AVENUE, 10TH FLOOR NEW YORK, NY 10019	Â	Â	Â	X
Galloway Capital Management, LLC 720 FIFTH AVENUE, 10TH FLOOR NEW YORK, NY 10019	Â	Â	Â	X
GALLOWAY BRUCE C/O GALLOWAY CAPITAL MANAGEMENT LLC 720 FIFTH AVENUE 10TH FLOOR NEW YORK, NY 10019	Â	  X	Â	Â
Herman Gary L C/O GALLOWAY CAPITAL MANAGEMENT LLC 720 FIFTH AVENUE 10TH FLOOR NEW YORK, NY 10019	Â	Â	Â	X

Signatures

Strategic Turnaround Equity Partners LP (Cayman) By: /s/ Gary Herman, Managing Member Galloway Capital Management, LLC, General Partner		09/11/2007
**Signature of Reporting Person		Date
Galloway Capital Management, LLC By: /s/ Gary Herman, Managing Member		09/11/2007
**Signature of Reporting Person		Date
/s/ Bruce Galloway		09/11/2007
**Signature of Reporting Person		Date
/s/ Gary Herman		09/11/2007
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Bruce Galloway and Gary Herman are managing members of Galloway Capital Management, LLC the general partner of Strategic Turnaround Equity Partners, LP (Cayman) ("STEP"). Messrs. Galloway and Herman disclaim beneficial ownership of the shares in STEP except for their indirect interests therein by virtue of being members of Galloway Capital Management LLC and having direct interests as limited partners of STEP.
(2)	Includes 564,450 shares held by STEP and 135,616 held by Finvest Yankee, LP for which the reporting person has the power to vote and dispose.
(3)	Of the total 880,625 shares, 564,450 are directly held by STEP, 165,084 are held directly by Mr. Galloway's Individual Retirement Account, 14,000 shares are held by Rexon Galloway Capital Growth, LLC for which Mr. Galloway has the power to vote and dispose, and 5,975 are held by Mr. Galloway's children for which Mr. Galloway has the power to vote and dispose.
(4)	Of the total 706,066 shares, 700,066 are directly held by STEP, 6,000 are held by Mr. Herman individually.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.