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
                                                                                  
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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(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

WHITTENBURG JAMES S R 		2. Issuer Name and Ticker or Trading Symbol

HEALTHTRONICS, INC. [ HTRN ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
President & CEO
(Last)          (First)          (Middle)

1301 S CAPITAL OF TX HWY, SUITE 200B 		3. Date of Earliest Transaction (MM/DD/YYYY)

10/26/2007
(Street)

AUSTIN, TX 78746
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

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

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

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   10/26/2007     A    135000   A (1) $0   160500   D    
Common Stock                  2030.682   I   By 401(k) Plan  

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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 to Purchase Common Stock   $5.39   10/26/2007     D  (2)       25000      (6) 2/19/2014   Common Stock   25000   $0   (2) 0   D    
Option to Purchase Common Stock   $5.39   10/26/2007     A  (2)    25000         (6) 2/19/2014   Common Stock   25000   $0   (2) 25000   D    
Option to Purchase Common Stock   $9.55   10/26/2007     D  (2)       20000      (3) 2/23/2015   Common Stock   20000   $0   (2) 0   D    
Option to Purchase Common Stock   $9.55   10/26/2007     A  (2)    20000         (3) 2/23/2015   Common Stock   20000   $0   (2) 20000   D    
Option to Purchase Common Stock   $7.65   10/26/2007     D  (2)       50000      (4) 12/30/2015   Common Stock   50000   $0   (2) 0   D    
Option to Purchase Common Stock   $7.65   10/26/2007     A  (2)    50000         (4) 12/30/2015   Common Stock   50000   $0   (2) 50000   D    
Option to Purchase Common Stock   $7.21   10/26/2007     D  (2)       100000      (5) 6/8/2016   Common Stock   100000   $0   (2) 0   D    
Option to Purchase Common Stock   $7.21   10/26/2007     A  (2)    100000         (5) 6/8/2016   Common Stock   100000   $0   (2) 100000   D    

Explanation of Responses:
( 1)  On October 26, 2007, Mr. Whittenburg was awarded a restricted stock grant of 135,000 shares of common stock of HealthTronics, Inc. (the "Company") under the Company's 2004 Equity Incentive Plan. The restricted stock award vests as follows: 33,750 shares on October 26, 2008; 33,750 shares on October 26, 2009; 33,750 shares on October 26, 2010 and 33,750 shares on October 26, 2011.
( 2)  On October 26, 2007, HealthTronics, Inc. (the "Company") and James S.B. Whittenburg amended certain terms of Mr. Whittenburg's stock options as follows: in the event Mr. Whittenburg's employment with the Company is terminated (i) by the Company without "cause" or (ii) by Mr. Whittenburg for "good reason" (as such terms are defined in Mr. Whittenburg's Executive Employment Agreement), then all outstanding stock options (and restricted stock awards) then held by Mr. Whittenburg would automatically fully vest and all stock options would remain exercisable until the earlier of the end of the term for the options or one year after the date of termination. The stock options previously provided that they would remain exercisable for 90 days after the date of termination. This amendement is deemed to be a cancellation of the "old" stock options and the grant of replacement stock options.
( 3)  The stock option was originally granted on February 23, 2005 and has vested according to the terms of the original option.
( 4)  The stock option was originally granted on December 30, 2005 and has vested according to the terms of the original option.
( 5)  The stock option was originally granted on June 8, 2006 and vests in four annual installments: 25,000 shares vested on June 8, 2007, 25,000 shares will vest on June 8, 2008, 25,000 shares will vest on June 8, 2009, and 25,000 shares will vest on June 8, 2010.
( 6)  The stock option was originally granted on February 19, 2004 and has vested according to the terms of the original option.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
WHITTENBURG JAMES S R
1301 S CAPITAL OF TX HWY
SUITE 200B
AUSTIN, TX 78746 		X
President & CEO

Signatures
/s/ James Whittenburg, by Richard Rusk, attorney-in-fact, pursuant to a POA previously filed with the SEC 10/30/2007
** 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 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).
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