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MANNATECH INC Director's Dealing 2006

Dec 29, 2006

35056_dirs_2006-12-29_f3035369-cb05-477d-9445-0d1b31a06607.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MANNATECH INC (MTEX)
CIK: 0001056358
Period of Report: 2006-12-27

Reporting Person: FREDRICK J STANLEY (Director/10% owner)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2006-12-27 Common stock, par value $0.0001 per share J 1250000 $0.00 Disposed 1900000 Direct
2006-12-27 Common sock, par value $0.0001 per share J 1250000 $0.00 Acquired 1250000 Indirect

Footnotes

F1: JSF Resources LTD, is a limited partnership, which is owned as follows:49.95% owned by Mr. J. Stanley Fredrick, 49.95% owned by Ms. Judy Fredrick, wife of Mr. J. Stanley Fredrick, and 0.10% owned by Stanrick Advisors LLC. Stanrick Advisors LLC is owned by FSJ Secure Trust, which Mr. J. Stanley Fredrick is the sole trustee.

F2: On 12/27/06, Mr. J. Stanley Fredrick transferred 1,250,000 shares of his Mannatech stock to JSF Resources LTD for estate planning purposes.

F3: The stock will have a carryover basis since it is being transferred for estate planning purposes. The value of the shares will be the original purchase price of the shares, which was $0.65 per share.