SEC FORM 3

SEC Form 3

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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1. Name and Address of Reporting Person^*

RACHESKY MARK H MD

(Last)

(First)

(Middle)

40 WEST 57TH STREET, 24TH FLOOR

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/28/2005

3. Issuer Name and Ticker or Trading Symbol
NationsHealth, Inc. [ NHRX ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

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, par value $0.0001 per share	26,600	D
Common Stock, par value $0.0001 per share	2,046,096	I	See footnotes ^{( 1 )} ^{( 9 )}
Common Stock, par value $0.0001 per share	273,285	I	See footnotes ^{( 2 )} ^{( 9 )}
Common Stock, par value $0.0001 per share	1,020,833	I	See footnotes ^{( 3 )} ^{( 9 )}
Common Stock, par value $0.0001 per share	30,975	I	See footnotes ^{( 4 )} ^{( 9 )}
Common Stock, par value $0.0001 per share	38,800	I	See footnotes ^{( 5 )} ^{( 9 )}
Common Stock, par value $0.0001 per share	38,800	I	See footnotes ^{( 6 )} ^{( 9 )}
Common Stock, par value $0.0001 per share	24,775	I	See footnotes ^{( 7 )} ^{( 9 )}
Common Stock, par value $0.0001 per share	14,150	I	See footnotes ^{( 8 )} ^{( 9 )}

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: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock Warrants (right to buy)	08/24/2004	08/25/2007	Common Stock, par value $0.0001 per share	430,502	5	I	See footnotes ^{( 1 )} ^{( 9 )}
Common Stock Warrants (right to buy)	08/24/2004	08/25/2007	Common Stock, par value $0.0001 per share	57,499	5	I	See footnotes ^{( 2 )} ^{( 9 )}
Common Stock Warrants (right to buy)	08/24/2004	08/25/2007	Common Stock, par value $0.0001 per share	242,999	5	I	See footnotes ^{( 3 )} ^{( 9 )}
7.75% Convertible Secured Notes due 2012	02/28/2005	02/28/2012	Common Stock, par value $0.0001 per share	1,151,129	6.56	I	See footnotes ^{( 1 )} ^{( 9 )}
7.75% Convertible Secured Notes due 2012	02/28/2005	02/28/2012	Common Stock, par value $0.0001 per share	153,750	6.56	I	See footnotes ^{( 2 )} ^{( 9 )}
7.75% Convertible Secured Notes due 2012	02/28/2005	02/28/2012	Common Stock, par value $0.0001 per share	981,701	6.56	I	See footnotes ^{( 3 )} ^{( 9 )}

1. Name and Address of Reporting Person^*

RACHESKY MARK H MD

(Last)

(First)

(Middle)

40 WEST 57TH STREET, 24TH FLOOR

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

MHR CAPITAL PARTNERS LP

(Last)

(First)

(Middle)

40 WEST 57TH STREET, 24TH FLOOR

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

MHR Capital Partners (100) LP

(Last)

(First)

(Middle)

40 WEST 57TH STREET, 24TH FLOOR

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

OTQ LLC

(Last)

(First)

(Middle)

40 WEST 57TH STREET, 24TH FLOOR

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

MHR ADVISORS LLC

(Last)

(First)

(Middle)

40 WEST 57TH STREET, 24TH FLOOR

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

Explanation of Responses:

1. These securities are held for the account of MHR Capital Partners LP, a Delaware limited partnership ("Capital Partners"). MHR Advisors LLC, a Delaware limited liability company ("Advisors"), is the general partner of Capital Partners and, in such capacity, may be deemed to be the beneficial owner of these securities and other securities held for the account of Capital Partners. Mark H. Rachesky, M.D. ("Dr. Rachesky") is the managing member of Advisors and, in such capacity, Dr. Rachesky may be deemed to be the beneficial owner of these securities and other securities held for the account of Capital Partners.

2. These securities are held for the account of MHR Capital Partners (100) LP, a Delaware limited partnership ("Capital Partners (100)"). Advisors is the general partner of Capital Partners (100) and, in such capacity, may be deemed to be the beneficial owner of these securities and other securities held for the account of Capital Partners (100). Dr. Rachesky is the managing member of Advisors and, in such capacity, Dr. Rachesky may be deemed to be the beneficial owner of these securities and other securities held for the account of Capital Partners (100).

3. These securities are held for the account of OTQ LLC, a Delaware limited liability company ("OTQ"). Dr. Rachesky is the managing member of OTQ and, in such capacity, Dr. Rachesky may be deemed to be the beneficial owner of these securities and other securities held for the account of OTQ.

4. These securities are held for the account of the Jill & Mark Rachesky Charitable Foundation.

5. These securities are held by Dr. Rachesky ACF Allison Rachesky.

6. These securities are held by Dr. Rachesky ACF Samantha Rachesky.

7. These securities are held by Dr. Rachesky ACF Steven Rachesky.

8. These securities are held by Dr. Rachesky ACF Kate Rachesky.

9. The filing of this statement shall not be deemed an admission that Dr. Rachesky is the beneficial owner of any securities not held directly for his account for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise.

Remarks:

	/s/ Mark H. Rachesky Mark H. Rachesky, M.D.	03/09/2005
	/s/ Hal Goldstein MHR CAPITAL PARTNERS LP By: MHR ADVISORS LLC, its General Partner Title: Vice President	03/09/2005
	/s/ Hal Goldstein MHR CAPITAL PARTNERS (100) LP By: MHR ADVISORS LLC, its General Partner Title: Vice President	03/09/2005
	/s/ Hal Goldstein OTQ LLC Title: Authorized Signatory	03/09/2005
	/s/ Hal Goldstein MHR ADVISORS LLC Title: Vice President	03/09/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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