MANNATECH INC — Director's Dealing 2004

Mar 24, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MANNATECH INC (MTEX)
CIK: 0001056358
Period of Report: 2004-03-24

Reporting Person: MCANALLEY BILL H (Chief Science Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-03-18	Common Stock acquired through exercise of stock option	X	50000	$2.63	Acquired	319082	Direct
2004-03-18	Common stock acquired through exercise of stock option	X	50000	$2.69	Acquired	319082	Direct
2004-03-18	Common stock acquired through exercise of stock option	X	7021	$8.00	Acquired	319082	Direct
2004-03-18	Common stock surrendered to exercise stock options	J	30566	$10.54	Disposed	319082	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-03-18	Exercise of common stock options	$2.63	X	50000	Acquired	2010-08-23	Common stock, par value $0.0001 per share (50000)	Direct
2004-03-18	Exercise of common stock options	$2.69	X	50000	Acquired	2011-11-01	Common stock, par value $0.0001 per share (50000)	Direct
2004-03-18	Exercise of common stock options	$8.00	X	7021	Acquired	2008-11-25	Common stock, par value $0.0001 per share (7021)	Direct

Footnotes

F1: Dr. McAnalley tendered 30,566 of his common stock to Mannatech in exchange to exercise 50,000 stock options at $2.63, 50,000 stock options at $2.69 and 7,021 stock options at $8.00.