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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1. Name and Address of Reporting Person * LEVIN ALAN B   2. Issuer Name and Ticker or Trading Symbol NATIONAL HOLDINGS CORP [NHLD.OB] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Financial Officer (Last) (First) (Middle) C/O VFINANCE, INC., 3010 NORTH MILITARY TRAIL, STE 300 3. Date of Earliest Transaction (Month/Day/Year) 07/01/2008 (Street) BOCA RATON, FL 33431 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, $0.02 par value 07/01/2008   A   10,500 A (1) 10,500 D

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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

Option (right to purchase)

$ 1.29

07/01/2008

A

22,400

07/01/2008

06/13/2010

Common Stock

22,400

(2)

22,400

D

Option (right to purchase)

$ 1.43

07/01/2008

A

70,000

07/01/2008

07/23/2011

Common Stock

70,000

(3)

70,000

D

Option (right to purchase)

$ 1.5

07/01/2008

A

70,000

07/01/2008

12/28/2011

Common Stock

70,000

(4)

70,000

D

Option (right to purchase)

$ 1.11

07/01/2008

A

7,000

(5)

12/29/2010

Common Stock

7,000

(6)

7,000

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
LEVIN ALAN B C/O VFINANCE, INC. 3010 NORTH MILITARY TRAIL, STE 300 BOCA RATON, FL 33431			Chief Financial Officer

Signatures

Alan B. Levin (By Mark F. Coldwell, by Power of Attorney)		07/02/2008
**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)	Received in exchange for 75,000 shares of vFinance, Inc. common stock in connection with the merger of vFinance, Inc. with vFin Acquisition Corporation, a wholly-owned subsidiary of National Holdings Corporation (the "Merger"). On the day prior to the effective date of the Merger, the closing price of vFinance's common stock was $0.17 per share and the closing price of National's common stock was $1.75 per share.
(2)	Received in the Merger in exchange for an employee stock option to purchase 160,000 shares of vFinance, Inc. common stock at $0.18 per share.
(3)	Received in the Merger for an employee stock option to purchase 500,000 shares of vFinance, Inc. common stock at $0.20 per share
(4)	Received in the Merger in exchange for an employee stock option to purchase 500,000 shares of vFinance, Inc. common stock at $0.21 per share.
(5)	50% of these options are immediately exercisable. Remaining options vest 50% per year beginning December 30, 2008.
(6)	Received in the MErger in exchange for an employee stock option to purchase 50,000 shares of vFinance, Inc. common stock at $0.155 per share.

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