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 *
  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)
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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

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
      X
Galloway Capital Management, LLC
720 FIFTH AVENUE, 10TH FLOOR
NEW YORK, NY 10019
      X
GALLOWAY BRUCE
C/O GALLOWAY CAPITAL MANAGEMENT LLC
720 FIFTH AVENUE 10TH FLOOR
NEW YORK, NY 10019
    X    
Herman Gary L
C/O GALLOWAY CAPITAL MANAGEMENT LLC
720 FIFTH AVENUE 10TH FLOOR
NEW YORK, NY 10019
      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.

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