FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN 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 * FREDRICK J STANLEY   2. Issuer Name and Ticker or Trading Symbol MANNATECH INC [MTEX] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner _____ Officer (give title below) __X__ Other (specify below) Director/10% owner (Last) (First) (Middle) 600 S. ROYAL LANE, SUITE 200 3. Date of Earliest Transaction (Month/Day/Year) 12/27/2006 (Street) COPPELL, TX 75019 4. If Amendment, Date Original Filed(Month/Day/Year) 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 Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common stock, par value $0.0001 per share 12/27/2006 12/27/2006 J   1,250,000 (2) D $ 0 (3) 1,900,000 D   Common sock, par value $0.0001 per share 12/27/2006 12/27/2006 J   1,250,000 (2) A $ 0 (3) 1,250,000 I JSF Resources LTD, a limited partnership is owned by the Fredrick family. (1)

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
FREDRICK J STANLEY 600 S. ROYAL LANE, SUITE 200 COPPELL, TX 75019				Director/10% owner

Signatures

/s/ J. Stanley Fredrick		12/29/2006
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(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)	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.
(2)	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.
(3)	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.
Remarks: For estate planning purposes, Mr. J. Stanley Fredrick transferred 1,250,000 shares of his Mannatech stock to JSF Resources LTD, which is owned by Mr. J. Stanley Fredrick and his wife Judy Fredrick.  The basis in the stock for valuation purposes is carried over from the basis Mr. Fredrick had when he purchased the shares in October 2001.

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