Prospectus
Supplement No. 2 to
Prospectus
dated November 6, 2006
Registration
No. 333-133732
Filed
pursuant to Rule 424(b)(3)
NATIONAL
HOLDINGS CORPORATION
Supplement
No. 2
to
Prospectus
Dated November 6, 2006
———————
This
Prospectus Supplement supplements our Prospectus dated November 6, 2006, as
supplemented by Prospectus Supplement No.1 dated December 20, 2006, relating
to
the offer and sale from time to time of up to 8,796,518 shares of our common
stock for the accounts of the selling stockholders named in the Prospectus.
This
Supplement amends and supplements certain information contained in the
Prospectus. We encourage you to read this Supplement carefully with the
Prospectus.
Current
Report on Form 8-K
On
January 3, 2007, we filed a Current Report on Form 8-K announcing the
appointment of Christopher Dewey as a Class I director. The Securities and
Exchange Commission allows us to “incorporate” into the Prospectus the
information we periodically file with the Securities and Exchange Commission.
This means that we can disclose important information to you by referring you
to
those documents. We hereby incorporate by reference into this Supplement and
the
Prospectus the Current Report on Form 8-K filed with the Commission on January
3, 2007. Upon written or oral request, we will provide free of charge a copy
of
the Current Report incorporated by reference to each person, including any
beneficial owner of our common stock, to whom a copy of the Prospectus is
delivered. To request a copy of this document, you should write or telephone
us
at the following address and telephone number:
National
Holdings Corporation
120
Broadway, 27th
Floor
New
York,
NY 10271
Telephone:
(212) 417-8000
In
addition, you may access this report incorporated by reference through the
SEC’s
website at www.sec.gov.
National
Holdings Corporation, a Delaware corporation organized in 1996, is a financial
services organization operating through its wholly owned subsidiaries, National
Securities Corporation, a Washington corporation organized in 1947 (“National
Securities”) and National Insurance Corporation,
a
Washington corporation organized in 2006 (“National Insurance”).
National Securities conducts a national securities brokerage business through
41
branch offices located throughout the country, and its main offices in Seattle,
Washington and New York, New York and one office outside the country. National
Securities’ business includes securities brokerage for individual and
institutional clients, market-making trading activities, asset management and
corporate finance services. National Insurance will provide fixed insurance
products to its clients, including life insurance, disability insurance, long
term care insurance and fixed annuities. National Insurance is in the process
of
completing the requisite state registrations, and has not yet commenced active
business operations. On March 15, 2006, the Company changed its name from
“Olympic Cascade Financial Corporation” to “National Holdings Corporation.”
Our
common stock is listed on the OTCBB
under the symbol “NHLD.OB.” On January 3, 2007, the closing price of our common
stock as quoted on the OTCBB was $1.65 per share.
Investing
in our common stock involves a high degree of risk. You should consider
carefully the risk factors listed in the Prospectus and this Supplement before
making a decision to purchase our stock.
Neither
the Securities and Exchange Commission nor any state securities commission
has
approved or disapproved of these securities or passed upon the adequacy or
accuracy of this prospectus. Any representation to the contrary is a criminal
offense.
The
date
of this Prospectus Supplement is January 4, 2007