Ownership Submission
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
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  LAUTZ ROBERT W JR
 2. Date of Event Requiring Statement (Month/Day/Year)
07/01/2008		 3. Issuer Name and Ticker or Trading Symbol
NATIONAL HOLDINGS CORP [NHLD.OB]
(Last)
(First)
(Middle)
10866 WILSHIRE BLVD, SUITE 1450		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

LOS ANGELES, CA 90024		 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ 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, $0.02 par value 2,004,083
I
See footnote (1)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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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
Warrant (right to buy) 01/11/2006 01/11/2011 Common Stock 255,000 $ 1 I See footnote (1)
Warrant (right to buy) 02/22/2007 02/22/2012 Common Stock 62,500 $ 1.4 I See footnote (1)
10% Convertible Promissory Note 03/31/2008 03/31/2012 Common Stock 1,500,000 $ 2 I See footnote (2)
Warrant (right to buy) 03/31/2008 03/31/2013 Common Stock 375,000 $ 2.5 I See footnote (2)
10% Convertible Promissory Note 06/30/2008 06/30/2012 Common Stock 1,875,000 $ 1.6 I See footnote (2)
Warrant (right to buy) 06/30/2008 06/30/2013 Common Stock 468,750 $ 2 I See footnote (2)

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
LAUTZ ROBERT W JR
10866 WILSHIRE BLVD
SUITE 1450
LOS ANGELES, CA 90024		   X      

Signatures

Robert W. Lautz, Jr. (By Mark F. Coldwell, by Power of Attorney) 07/09/2008
**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) These securities are beneficially owned directly by St. Cloud Capital Partners, L.P. ("St. Cloud Partners"). The secruties may be deemed to be beneficially owned indirectly by Robert Lautz, as a managing member of SCGP, LLC, the general partner of St. Cloud Partners. This report shall not be deemed an admission by Mr. Lautz that he is the beneficial owner of the securities for purposes of Section 16 or any other purpose.
(2) These securities are beneficially owned directly by St. Cloud Capital Partners II, L.P. ("St. Cloud Partners II"). The securities may be deemed to be beneficially owned indirectly by Robert Lautz, as a managing member of SCGP II, LLC, the general partner of St. Cloud Partners II. This report shall not be deemed an admission by Mr. Lautz that he is the beneficial owner of the securities for purposes of Section 16 or any other purpose.

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