- Initial Statement of Beneficial Ownership (3)

FORM 3	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES	OMB APPROVAL OMB Number: 3235-0104 Expires: February 28, 2011 Estimated average burden hours per response... 0.5
	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

1. Name and Address of Reporting Person * Duncan Clayton H.	2. Date of Event Requiring Statement (MM/DD/YYYY) 3/6/2009	3. Issuer Name and Ticker or Trading Symbol HEALTHTRONICS, INC. [HTRN]
(Last)        (First)        (Middle) 9825 SPECTRUM DRIVE, BUILDING 3	4. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director                            _____ 10% Owner ___ X ___ Officer (give title below)          _____ Other (specify below) Vice President-Radiation Ther /
(Street) AUSTIN, TX 78717        (City)              (State)              (Zip)	5. 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 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	302181   (1) (2) (3) (4)	D

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 4)	2. Date Exercisable and Expiration Date (MM/DD/YYYY)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Option to Purchase Common Stock	(5)	8/22/2017	Common Stock	26250	$4.25	D

Explanation of Responses:
( 1)	On March 10, 2008 Mr. Duncan was awarded a restricted grant of 123,997 shares of common stock of HealthTronics, Inc. (the "Company") under the Company's 2004 Equity Incentive Plan. The restricted stock award vests as follows: (a) 43,399 shares vest one-fourth (10,850 shares on the first three anniversaries and 10,849 on the fourth anniversary) on each of the first four anniversaries of the date of grant, provided, that vesting of such shares will be accelerated based on the achievement of the performance targets described in (2) below within the first two years after the date of the grant (in order starting with the first one-fourth unvested tranche next scheduled to vest) and (b) 80,598 shares vest as described in (2) below. As of the date of this report, 21,700 of the shares referred to on (a) have vested and 40,300 of the shares referred to in (b) have vested.
( 2)	80,598 shares vest based on the achievement of the following performance targets (shares that have not vested upon the tenth anniversary of the grant date will be forfeited): if the closing price of the Company common stock on any trading day after the grant date equals or exceeds the following percentage of the closing price of Company common stock on the grant date, then the following percentage of shares will vest: 115%, 25% of shares vest; 130%, 50% of shares vest; 145%, 75% of shares vest; and 160%, 100% of shares vest.
( 3)	On November 6, 2008, Mr. Duncan was awarded a restricted stock grant of 196,475 shares of common stock of the Company under the Company's 2004 Equity Incentive Plan. The restricted stock award vests as follows: (a) 68,766 shares vest one-fourth on each of the first four anniversaries of the date of grant (17,191 shares on the first and fourth anniversary and 17,192 on the second and fourth anniversary), provided, that vesting of such shares will be accelerated based on the achievement of the performance targets described in (b) below within the first two years after the date of the grant (in order starting with the first one-fourth unvested tranche next scheduled to vest) and
( 4)	(b) 127,709 shares vest based on (i) the achievement of the following performance targets and (ii) the reporting person not having voluntarily terminated his employment with the Company prior to the second anniversary of the date grant (shares that have not vested upon the tenth anniversary of the grant date will be forfeited): if the 20-day average closing price of Company common stock on any trading day after the grant date equals or exceeds the following percentage of the closing price on the grant date, then the following percentage of shares will vest 115%, 25% of shares vest; 130%, 50% of shares vest; 145%, 75% of shares vest; 160%, 100% of shares vest. None of the restricted stock award descibed in (3) and (4) has vested as of the date of this report.
( 5)	Stock option vests one-fourth on each of the first four anniversaries of the date of grant (08/22/2007). 8,750 shares vested on October 22, 2008. 8,750 shares will vest on each of October 22, 2009, 2010 and 2011.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Duncan Clayton H. 9825 SPECTRUM DRIVE BUILDING 3 AUSTIN, TX 78717			Vice President-Radiation Ther

Signatures
/s/ Clayton H. Duncan		3/17/2009
** 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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