As filed with the Securities and Exchange Commission on October 21, 1998

                                                       Registration No. 333-____

================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                 ---------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                 ---------------
                               TWINLAB CORPORATION
             (Exact name of registrant as specified in its charter)

          DELAWARE                                               11-3317986
(State or Other Jurisdiction of                              (I.R.S. Employer
 Incorporation or Organization)                           Identification Number)

                          150 MOTOR PARKWAY, SUITE 210
                            HAUPPAUGE, NEW YORK 11788
                    (Address of Principal Executive Offices)
                                 ---------------
                               TWINLAB CORPORATION
                            1998 STOCK INCENTIVE PLAN
                            (Full Title of the Plan)
                              PHILIP M. KAZIN, ESQ.
                     CHIEF LEGAL OFFICER AND GENERAL COUNSEL
                               TWINLAB CORPORATION
                          150 MOTOR PARKWAY, SUITE 210
                            HAUPPAUGE, NEW YORK 11788
                     (Name and Address of Agent for Service)

                                 (516) 467-3140
                     (Telephone Number, Including Area Code,
                              of Agent for Service)

                                   COPIES TO:

                              Howard A. Sobel, Esq.
                        Kramer, Levin, Naftalis & Frankel
                                919 Third Avenue
                            New York, New York 10022
                                 (212) 715-9100

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>

====================================================================================================================================
                                                           Proposed                     Proposed
                                                           Maximum                      Maximum
Title of                                                   Offering                     Aggregate                    Amount of
Securities to                 Amount to be                 Price Per                    Offering                     Registration
be Registered                 Registered                   Share(1)                     Price                        Fee
------------------------------------------------------------------------------------------------------------------------------------
<S>                           <C>                          <C>                          <C>                          <C>      
Common                        1,000,000                    $17.75                       $17,750,000                  $5,236.25
Stock (par                    shares
value $1.00
per share)
====================================================================================================================================
</TABLE>

(1)     Estimated, in accordance with 17 CFR 230.457(c),  solely for the purpose
        of calculating the registration fee. The Proposed Maximum Offering Price
        Per Share is based on the average of the high and low prices reported by
        the Nasdaq  National  Market of The Nasdaq Stock Market on October 15,
        1998,  which is within five (5) business  days prior to the date of this
        Registration Statement.


<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

        The Registrant  hereby  incorporates  by reference in this  Registration
Statement the following documents:

        (a) The  Registrant's  Annual  Report on Form 10-K for the  fiscal  year
ended December 31, 1997;

        (b) All other  reports  filed  pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the registrant document
referred to in (a) above;

        (c) The Registrant's  Registration Statement on Form 8-A, filed pursuant
to  Section  12(g) of the  Securities  Exchange  Act of 1934,  as  amended  (the
"Exchange Act"), which contains a description of the Common Stock, including any
amendment or report filed for the purpose of updating such description.

        All documents  subsequently filed by the Registrant pursuant to Sections
13(a),  13(c),  14 and  15(d) of the  Exchange  Act,  prior to the  filing  of a
post-effective amendment to this Registration Statement which indicates that all
securities  offered  hereby have been sold or which  deregisters  all securities
then remaining  unsold,  shall be deemed to be incorporated by reference in this
Registration  Statement  and to be a part hereof from the date of filing of such
documents.

Item 4.   Description of Securities.

        Not applicable.

Item 5.   Interest of Named Experts and Counsel.

        The  legality of the issuance of the shares has been passed upon for the
Registrant by Kramer, Levin, Naftalis & Frankel.

Item 6.   Indemnification of Directors and Officers.

        Reference  is  made  to  Section   102(b)(7)  of  the  Delaware  General
Corporation Law (the "DGCL"),  which permits a corporation in its certificate of
incorporation  or an  amendment  thereto  to  eliminate  or limit  the  personal
liability of a director for violations of the director's  fiduciary duty, except
(i)  for  any  breach  of  the  director's  fiduciary  duty  of  loyalty  to the
corporation or its stockholders  (ii) for acts or omissions not in good faith or
which  involve  intentional  misconduct  or a knowing  violation  of law,  (iii)
pursuant to Section 174 of the DGCL  (providing  for  liability of directors for
unlawful  payment of dividends or unlawful stock purchases or  redemptions),  or
(iv) for any transaction  from which the director  derived an improper  personal
benefit.   The   Registrant's   Second  Amended  and  Restated   Certificate  of
Incorporation contains provisions permitted by Section 102(b)(7) of the DGCL.

        Reference  is made to  Section  145 of the DGCL  which  provides  that a
corporation  may indemnify any persons,  including  directors and officers,  who
are,  or are  threatened  to be made,  parties  to any  threatened,  pending  or
completed   legal  action,   suit  or  proceeding,   whether  civil,   criminal,
administrative or investigative (other than an action by or in the right of such
corporation),  by  reason of the fact  that  such  person is or was a  director,
officer,  employee  or agent of such  corporation,  or is or was  serving at the
request of such corporation as a director, officer, employee or agent of another
corporation  or  enterprise.  The  indemnity  may  include  expenses  (including
attorneys' fees),  judgments,  fines and amounts paid in settlement actually and
reasonably incurred by such person in connection


                                       -2-


<PAGE>

with such action, suit or proceeding,  provided such director, officer, employee
or agent acted in good faith and in a manner he reasonably  believed to be in or
not  opposed  to the  corporation's  best  interests  and,  with  respect to any
criminal  action or  proceedings,  had no  reasonable  cause to believe that his
conduct was unlawful.  A Delaware  corporation  may indemnify  directors  and/or
officers  in an action or suit by or in the right of the  corporation  under the
same conditions,  except that no  indemnification  is permitted without judicial
approval if the director or officer is adjudged to be liable to the corporation.
Where a director  or officer is  successful  on the merits or  otherwise  in the
defense of any action referred to above,  the corporation  must indemnify him or
her against the expenses which such director or officer  actually and reasonably
incurred.

        The   Registrant's   Second   Amended  and   Restated   Certificate   of
Incorporation and Amended and Restated Bylaws provide for the indemnification of
directors and officers of the Registrant to the fullest extent  permitted by the
DGCL.

        The  Registrant  maintains  liability  insurance  for each  director and
officer for certain  losses  arising  from claims or charges  made  against them
while acting in their capacities as directors or officers of the Registrant.

Item 7.   Exemption from Registration Claimed.

        Not applicable.

Item 8.    Exhibits.

               Exhibit Number          Description
               --------------          -----------

                      4.1              Second  Amended and Restated  Certificate
                                       of  Incorporation  of the Registrant,  as
                                       amended  (incorporated  by  reference  to
                                       Exhibit  3.4 to  Amendment  No.  1 to the
                                       Registration Statement on Form S-4, dated
                                       September   18,   1996,   filed  by  Twin
                                       Laboratories   Inc.,   Registration   No.
                                       333-6781).

                      4.2              Amended  and  Restated   By-laws  of  the
                                       Registrant  (incorporated by reference to
                                       Exhibit  3.5 to  Amendment  No.  1 to the
                                       Registration Statement on Form S-4, dated
                                       September   18,   1996,   filed  by  Twin
                                       Laboratories   Inc.,   Registration   No.
                                       333-6781).

                      5                Opinion  of  Kramer,  Levin,  Naftalis  &
                                       Frankel regarding  legality of securities
                                       being registered (including consent).

                      23.1             Consent of Independent Auditors.

                      23.2             Consent  of  Kramer,  Levin,  Naftalis &
                                       Frankel (see Exhibit Number 5 above).


                                       -3-


<PAGE>

Item 9.    Undertakings.

          The undersigned Registrant hereby undertakes:

          (1) To file,  during  any  period  in which  offers or sales are being
made, a post-effective  amendment to this Registration  Statement to include any
material  information  with respect to the plan of  distribution  not previously
disclosed  in  the  Registration  Statement  or  any  material  change  to  such
information in the Registration Statement.

          (2) That,  for the  purpose of  determining  any  liability  under the
Securities Act, each such  post-effective  amendment shall be deemed to be a new
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities  at the time shall be deemed to be the initial bona
fide offering thereof.

          (3) To remove from registration by means of  post-effective  amendment
any of the securities being registered which remain unsold at the termination of
the offering.

          The undersigned  Registrant  hereby  undertakes  that, for purposes of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act (and, where  applicable,  each filing of an employee benefit plan's
annual  report   pursuant  to  Section  15(d)  of  the  Exchange  Act)  that  is
incorporated by reference in the Registration  Statement shall be deemed to be a
new registration  statement relating to the securities offered therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

          Insofar  as   indemnification   for  liabilities   arising  under  the
Securities Act may be permitted to directors,  officers and controlling  persons
of the  Registrant  pursuant to the  foregoing  provisions,  or  otherwise,  the
Registrant  has been advised that in the opinion of the  Securities and Exchange
Commission  such  indemnification  is against  public policy as expressed in the
Securities Act and is, therefore,  unenforceable.  In the event that a claim for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
Registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  Registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against  public policy as expressed in the  Securities
Act and will be governed by the final adjudication of such issue.


                                       -4-


<PAGE>

                                   SIGNATURES

          Pursuant  to the  requirements  of the  Securities  Act of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of  Hauppauge,  State of New York,  on this 21st day of
October, 1998.

                               TWINLAB CORPORATION

                                      By:/s/ ROSS BLECHMAN
                                         -----------------
                                         Name:   Ross Blechman
                                         Title:  Chairman of the Board, Chief
                                                 Executive Officer and President

          Pursuant  to the  requirements  of the  Securities  Act of 1933,  this
Registration Statement has been signed by the following persons on October 23,
1998 in the capacities indicated.

         Signature                Title(s)
         ---------                --------

    /s/  ROSS BLECHMAN           Chairman of the Board, Chief Executive Officer
         -------------           and President
         Ross Blechman            


    /s/  NEIL BLECHMAN           Executive Vice President and Director
         -------------
         Neil Blechman


    /s/  BRIAN BLECHMAN          Executive Vice President and Director
         --------------
         Brian Blechman


    /s/  STEVE BLECHMAN          Executive Vice President and Director
         --------------
         Steve Blechman


    /s/  DEAN BLECHMAN           Executive Vice President and Director
         -------------
         Dean Blechman


    /s/  STEPHEN L. WELLING      Director
         ------------------
         Stephen L. Welling


    /s/  JONATHAN D. SOKOLOFF    Director
         --------------------
         Jonathan D. Sokoloff


    /s/  JOHN G. DANHAKL         Director
         ---------------
         John G. Danhakl


    /s/  JENNIFER HOLDEN DUNBAR  Director
         ----------------------
         Jennifer Holden Dunbar


<PAGE>
                                  EXHIBIT INDEX


        Exhibit Number                        Description
        --------------                        -----------

        4.1                  Second   Amended  and  Restated   Certificate   of
                             Incorporation   of  the  Registrant,   as  amended
                             (incorporated  by  reference  to  Exhibit  3.4  to
                             Amendment No. 1 to the  Registration  Statement on
                             Form S-4, dated September 18, 1996,  filed by Twin
                             Laboratories Inc., Registration No. 333-6781).

        4.2                  Amended  and  Restated  By-laws of the  Registrant
                             (incorporated  by  reference  to  Exhibit  3.5  to
                             Amendment No. 1 to the  Registration  Statement on
                             Form S-4, dated September 18, 1996,  filed by Twin
                             Laboratories Inc., Registration No. 333-6781).

        5                    Opinion  of  Kramer,  Levin,  Naftalis  &  Frankel
                             regarding  legality of securities being registered
                             (including consent).

        23.1                 Consent of  Independent Auditors.

        23.2                 Consent of Kramer,  Levin, Naftalis & Frankel (see
                             Exhibit Number 5 above).
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 17390}]
{"company-data": {"conformed-name": "TWINLAB CORP", "cik": "0001015868", "assigned-sic": "2833", "irs-number": "113317986", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-65933", "film-number": "98728528"}, "business-address": {"street1": "150 MOTOR PARKWAY", "city": "HAUPPAUGE", "state": "NY", "zip": "11778", "phone": "5164673140"}, "mail-address": {"street1": "150 MOTOR PARKWAY", "city": "HAUPPAUGE", "state": "NY", "zip": "11778"}, "former-company": {"former-conformed-name": "TLG LABORATORIES HOLDING CORP", "date-changed": "19960603"}}
As filed with the Securities and Exchange Commission on October 21, 1998

                                                       Registration No. 333-____

================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                 ---------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                 ---------------
                               TWINLAB CORPORATION
             (Exact name of registrant as specified in its charter)

          DELAWARE                                               11-3317986
(State or Other Jurisdiction of                              (I.R.S. Employer
 Incorporation or Organization)                           Identification Number)

                          150 MOTOR PARKWAY, SUITE 210
                            HAUPPAUGE, NEW YORK 11788
                    (Address of Principal Executive Offices)
                                 ---------------
                               TWINLAB CORPORATION
                            1998 STOCK INCENTIVE PLAN
                            (Full Title of the Plan)
                              PHILIP M. KAZIN, ESQ.
                     CHIEF LEGAL OFFICER AND GENERAL COUNSEL
                               TWINLAB CORPORATION
                          150 MOTOR PARKWAY, SUITE 210
                            HAUPPAUGE, NEW YORK 11788
                     (Name and Address of Agent for Service)

                                 (516) 467-3140
                     (Telephone Number, Including Area Code,
                              of Agent for Service)

                                   COPIES TO:

                              Howard A. Sobel, Esq.
                        Kramer, Levin, Naftalis & Frankel
                                919 Third Avenue
                            New York, New York 10022
                                 (212) 715-9100

                         CALCULATION OF REGISTRATION FEE
====================================================================================================================================
                                                           Proposed                     Proposed
                                                           Maximum                      Maximum
Title of                                                   Offering                     Aggregate                    Amount of
Securities to                 Amount to be                 Price Per                    Offering                     Registration
be Registered                 Registered                   Share(1)                     Price                        Fee
------------------------------------------------------------------------------------------------------------------------------------
Common                        1,000,000                    $17.75                       $17,750,000                  $5,236.25
Stock (par                    shares
value $1.00
per share)
====================================================================================================================================
(1)     Estimated, in accordance with 17 CFR 230.457(c),  solely for the purpose
        of calculating the registration fee. The Proposed Maximum Offering Price
        Per Share is based on the average of the high and low prices reported by
        the Nasdaq  National  Market of The Nasdaq Stock Market on October 15,
        1998,  which is within five (5) business  days prior to the date of this
        Registration Statement.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

        The Registrant  hereby  incorporates  by reference in this  Registration
Statement the following documents:

        (a) The  Registrant's  Annual  Report on Form 10-K for the  fiscal  year
ended December 31, 1997;

        (b) All other  reports  filed  pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the registrant document
referred to in (a) above;

        (c) The Registrant's  Registration Statement on Form 8-A, filed pursuant
to  Section  12(g) of the  Securities  Exchange  Act of 1934,  as  amended  (the
"Exchange Act"), which contains a description of the Common Stock, including any
amendment or report filed for the purpose of updating such description.

        All documents  subsequently filed by the Registrant pursuant to Sections
13(a),  13(c),  14 and  15(d) of the  Exchange  Act,  prior to the  filing  of a
post-effective amendment to this Registration Statement which indicates that all
securities  offered  hereby have been sold or which  deregisters  all securities
then remaining  unsold,  shall be deemed to be incorporated by reference in this
Registration  Statement  and to be a part hereof from the date of filing of such
documents.

Item 4.   Description of Securities.

        Not applicable.

Item 5.   Interest of Named Experts and Counsel.

        The  legality of the issuance of the shares has been passed upon for the
Registrant by Kramer, Levin, Naftalis & Frankel.

Item 6.   Indemnification of Directors and Officers.

        Reference  is  made  to  Section   102(b)(7)  of  the  Delaware  General
Corporation Law (the "DGCL"),  which permits a corporation in its certificate of
incorporation  or an  amendment  thereto  to  eliminate  or limit  the  personal
liability of a director for violations of the director's  fiduciary duty, except
(i)  for  any  breach  of  the  director's  fiduciary  duty  of  loyalty  to the
corporation or its stockholders  (ii) for acts or omissions not in good faith or
which  involve  intentional  misconduct  or a knowing  violation  of law,  (iii)
pursuant to Section 174 of the DGCL  (providing  for  liability of directors for
unlawful  payment of dividends or unlawful stock purchases or  redemptions),  or
(iv) for any transaction  from which the director  derived an improper  personal
benefit.   The   Registrant's   Second  Amended  and  Restated   Certificate  of
Incorporation contains provisions permitted by Section 102(b)(7) of the DGCL.

        Reference  is made to  Section  145 of the DGCL  which  provides  that a
corporation  may indemnify any persons,  including  directors and officers,  who
are,  or are  threatened  to be made,  parties  to any  threatened,  pending  or
completed   legal  action,   suit  or  proceeding,   whether  civil,   criminal,
administrative or investigative (other than an action by or in the right of such
corporation),  by  reason of the fact  that  such  person is or was a  director,
officer,  employee  or agent of such  corporation,  or is or was  serving at the
request of such corporation as a director, officer, employee or agent of another
corporation  or  enterprise.  The  indemnity  may  include  expenses  (including
attorneys' fees),  judgments,  fines and amounts paid in settlement actually and
reasonably incurred by such person in connection

                                       -2-
with such action, suit or proceeding,  provided such director, officer, employee
or agent acted in good faith and in a manner he reasonably  believed to be in or
not  opposed  to the  corporation's  best  interests  and,  with  respect to any
criminal  action or  proceedings,  had no  reasonable  cause to believe that his
conduct was unlawful.  A Delaware  corporation  may indemnify  directors  and/or
officers  in an action or suit by or in the right of the  corporation  under the
same conditions,  except that no  indemnification  is permitted without judicial
approval if the director or officer is adjudged to be liable to the corporation.
Where a director  or officer is  successful  on the merits or  otherwise  in the
defense of any action referred to above,  the corporation  must indemnify him or
her against the expenses which such director or officer  actually and reasonably
incurred.

        The   Registrant's   Second   Amended  and   Restated   Certificate   of
Incorporation and Amended and Restated Bylaws provide for the indemnification of
directors and officers of the Registrant to the fullest extent  permitted by the
DGCL.

        The  Registrant  maintains  liability  insurance  for each  director and
officer for certain  losses  arising  from claims or charges  made  against them
while acting in their capacities as directors or officers of the Registrant.

Item 7.   Exemption from Registration Claimed.

        Not applicable.

Item 8.    Exhibits.

               Exhibit Number          Description
               --------------          -----------

                      4.1              Second  Amended and Restated  Certificate
                                       of  Incorporation  of the Registrant,  as
                                       amended  (incorporated  by  reference  to
                                       Exhibit  3.4 to  Amendment  No.  1 to the
                                       Registration Statement on Form S-4, dated
                                       September   18,   1996,   filed  by  Twin
                                       Laboratories   Inc.,   Registration   No.
                                       333-6781).

                      4.2              Amended  and  Restated   By-laws  of  the
                                       Registrant  (incorporated by reference to
                                       Exhibit  3.5 to  Amendment  No.  1 to the
                                       Registration Statement on Form S-4, dated
                                       September   18,   1996,   filed  by  Twin
                                       Laboratories   Inc.,   Registration   No.
                                       333-6781).

                      5                Opinion  of  Kramer,  Levin,  Naftalis  &
                                       Frankel regarding  legality of securities
                                       being registered (including consent).

                      23.1             Consent of Independent Auditors.

                      23.2             Consent  of  Kramer,  Levin,  Naftalis &
                                       Frankel (see Exhibit Number 5 above).

                                       -3-
Item 9.    Undertakings.

          The undersigned Registrant hereby undertakes:

          (1) To file,  during  any  period  in which  offers or sales are being
made, a post-effective  amendment to this Registration  Statement to include any
material  information  with respect to the plan of  distribution  not previously
disclosed  in  the  Registration  Statement  or  any  material  change  to  such
information in the Registration Statement.

          (2) That,  for the  purpose of  determining  any  liability  under the
Securities Act, each such  post-effective  amendment shall be deemed to be a new
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities  at the time shall be deemed to be the initial bona
fide offering thereof.

          (3) To remove from registration by means of  post-effective  amendment
any of the securities being registered which remain unsold at the termination of
the offering.

          The undersigned  Registrant  hereby  undertakes  that, for purposes of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act (and, where  applicable,  each filing of an employee benefit plan's
annual  report   pursuant  to  Section  15(d)  of  the  Exchange  Act)  that  is
incorporated by reference in the Registration  Statement shall be deemed to be a
new registration  statement relating to the securities offered therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

          Insofar  as   indemnification   for  liabilities   arising  under  the
Securities Act may be permitted to directors,  officers and controlling  persons
of the  Registrant  pursuant to the  foregoing  provisions,  or  otherwise,  the
Registrant  has been advised that in the opinion of the  Securities and Exchange
Commission  such  indemnification  is against  public policy as expressed in the
Securities Act and is, therefore,  unenforceable.  In the event that a claim for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
Registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  Registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against  public policy as expressed in the  Securities
Act and will be governed by the final adjudication of such issue.

                                       -4-
SIGNATURES

          Pursuant  to the  requirements  of the  Securities  Act of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of  Hauppauge,  State of New York,  on this 21st day of
October, 1998.

                               TWINLAB CORPORATION

                                      By:/s/ ROSS BLECHMAN
                                         -----------------
                                         Name:   Ross Blechman
                                         Title:  Chairman of the Board, Chief
                                                 Executive Officer and President

          Pursuant  to the  requirements  of the  Securities  Act of 1933,  this
Registration Statement has been signed by the following persons on October 23,
1998 in the capacities indicated.

         Signature                Title(s)
         ---------                --------

    /s/  ROSS BLECHMAN           Chairman of the Board, Chief Executive Officer
         -------------           and President
         Ross Blechman            

    /s/  NEIL BLECHMAN           Executive Vice President and Director
         -------------
         Neil Blechman

    /s/  BRIAN BLECHMAN          Executive Vice President and Director
         --------------
         Brian Blechman

    /s/  STEVE BLECHMAN          Executive Vice President and Director
         --------------
         Steve Blechman

    /s/  DEAN BLECHMAN           Executive Vice President and Director
         -------------
         Dean Blechman

    /s/  STEPHEN L. WELLING      Director
         ------------------
         Stephen L. Welling

    /s/  JONATHAN D. SOKOLOFF    Director
         --------------------
         Jonathan D. Sokoloff

    /s/  JOHN G. DANHAKL         Director
         ---------------
         John G. Danhakl

    /s/  JENNIFER HOLDEN DUNBAR  Director
         ----------------------
         Jennifer Holden Dunbar
EXHIBIT INDEX

        Exhibit Number                        Description
        --------------                        -----------

        4.1                  Second   Amended  and  Restated   Certificate   of
                             Incorporation   of  the  Registrant,   as  amended
                             (incorporated  by  reference  to  Exhibit  3.4  to
                             Amendment No. 1 to the  Registration  Statement on
                             Form S-4, dated September 18, 1996,  filed by Twin
                             Laboratories Inc., Registration No. 333-6781).

        4.2                  Amended  and  Restated  By-laws of the  Registrant
                             (incorporated  by  reference  to  Exhibit  3.5  to
                             Amendment No. 1 to the  Registration  Statement on
                             Form S-4, dated September 18, 1996,  filed by Twin
                             Laboratories Inc., Registration No. 333-6781).

        5                    Opinion  of  Kramer,  Levin,  Naftalis  &  Frankel
                             regarding  legality of securities being registered
                             (including consent).

        23.1                 Consent of  Independent Auditors.

        23.2                 Consent of Kramer,  Levin, Naftalis & Frankel (see
                             Exhibit Number 5 above).