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
                            2000 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)

                                 (631) 467-3140
                     (Telephone Number, Including Area Code,
                              of Agent for Service)

                                   Copies to:

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

<PAGE>

<TABLE>
<CAPTION>

                                CALCULATION OF REGISTRATION FEE
---------------------------------------------------------------------------------------------------------------------------
  Title of Securities to be   Amount to be       Proposed Maximum Offering   Proposed Maximum Aggregate    Amount of
  Registered                  Registered         Price Per Share(1)          Offering Price                Registration Fee
---------------------------------------------------------------------------------------------------------------------------
<S>                           <C>                 <C>                           <C>                           <C>
  Common Stock (par value       4,500,000           $7.96875                     $35,859,375                 $9,466.87
  $1.00  per share)
</TABLE>

(1)      Estimated solely for the purpose of calculating the  registration fee
         pursuant to Rule 457(c) under the  Securities  Act of 1933, as amended.
         The Proposed  Maximum  Offering Price Per Share is based on the average
         of the high and low prices  reported by the Nasdaq  National  Market on
         May 11, 2000,  which is within five (5) business days prior to the date
         of this Registration Statement.

                                      -2-

<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:

         (1) The  Company's  Annual  Report on Form  10-K405 for the fiscal year
ended  December  31,  1999,  filed March 30, 2000  pursuant to Section  13(a) of
the Securities Exchange Act of 1934 (the "Exchange Act");

         (2) The Company's Registration Statement on Form 8-A, filed pursuant to
Section 12(g) of the Exchange Act, which contains a description of the Company's
Common  Stock,  including  any  amendment  or report  filed for the  purpose  of
updating such description; and

         (3) All  documents  subsequently  filed  by the  Company  with  the SEC
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the
filing  of a  post-effective  amendment  to  the  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.

          Not applicable.

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  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

                                      -3-

<PAGE>

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 By-laws 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
                                     (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
                                     LLP regarding  legality of securities being
                                     registered (including consent).

                 23.1                Consent of Independent Auditors.

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

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.

                                      -4-

<PAGE>

         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.

                                      -5-

<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 9th day of
May, 2000.

                                       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  in  the
capacities and on the dates indicated.

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

/s/ Ross Blechman               Chairman of the Board,             May 9, 2000
-----------------               Chief  Executive
Ross Blechman                   Officer and President

/s/ Neil Blechman               Executive Vice President,          May 9, 2000
-----------------               Secretary and Director
Neil Blechman

/s/ Brian Blechman              Executive Vice President,          May 9, 2000
------------------              Treasurer and Director
Brian Blechman

/s/ Steve Blechman              Executive Vice President           May 9, 2000
------------------              and Director
Steve Blechman

/s/ Dean Blechman               Executive Vice President           May 9, 2000
-----------------               and Director
Dean Blechman

/s/ Stephen L. Welling          President of Retail                May 9, 2000
----------------------          Sales
Stephen L. Welling

/s/ Jonathan D. Sokoloff        Director                           May 9, 2000
------------------------
Jonathan D. Sokoloff

/s/ John G. Danhakl             Director                           May 9, 2000
-------------------
John G. Danhakl

/s/ William U. Westerfield      Director                           May 9, 2000
--------------------------
William U. Westerfield

/s/ Robert S. Apatoff           Director                           May 9, 2000
---------------------
Robert S. Apatoff

                                      -6-

<PAGE>

                                  EXHIBIT INDEX

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

   4.1                        Second   Amended  and  Restated   Certificate   of
                              Incorporation  of the Registrant  (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  LLP
                              regarding  legality of securities being registered
                              (including consent).

   23.1                       Consent of  Independent Auditors.

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

                                      -7-
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 16946}]
{"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": "333-36978", "film-number": "630109"}, "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"}}
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
                            2000 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)

                                 (631) 467-3140
                     (Telephone Number, Including Area Code,
                              of Agent for Service)

                                   Copies to:

                              Howard A. Sobel, Esq.
                       Kramer Levin Naftalis & Frankel LLP
                                919 Third Avenue
                            New York, New York 10022
                                 (212) 715-9100
CALCULATION OF REGISTRATION FEE
---------------------------------------------------------------------------------------------------------------------------
  Title of Securities to be   Amount to be       Proposed Maximum Offering   Proposed Maximum Aggregate    Amount of
  Registered                  Registered         Price Per Share(1)          Offering Price                Registration Fee
---------------------------------------------------------------------------------------------------------------------------
Common Stock (par value       4,500,000           $7.96875                     $35,859,375                 $9,466.87
  $1.00  per share)
(1)      Estimated solely for the purpose of calculating the  registration fee
         pursuant to Rule 457(c) under the  Securities  Act of 1933, as amended.
         The Proposed  Maximum  Offering Price Per Share is based on the average
         of the high and low prices  reported by the Nasdaq  National  Market on
         May 11, 2000,  which is within five (5) business days prior to the date
         of this Registration Statement.

                                      -2-
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:

         (1) The  Company's  Annual  Report on Form  10-K405 for the fiscal year
ended  December  31,  1999,  filed March 30, 2000  pursuant to Section  13(a) of
the Securities Exchange Act of 1934 (the "Exchange Act");

         (2) The Company's Registration Statement on Form 8-A, filed pursuant to
Section 12(g) of the Exchange Act, which contains a description of the Company's
Common  Stock,  including  any  amendment  or report  filed for the  purpose  of
updating such description; and

         (3) All  documents  subsequently  filed  by the  Company  with  the SEC
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the
filing  of a  post-effective  amendment  to  the  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.

          Not applicable.

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  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

                                      -3-
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 By-laws 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
                                     (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
                                     LLP regarding  legality of securities being
                                     registered (including consent).

                 23.1                Consent of Independent Auditors.

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

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.

                                      -4-
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.

                                      -5-
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 9th day of
May, 2000.

                                       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  in  the
capacities and on the dates indicated.

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

/s/ Ross Blechman               Chairman of the Board,             May 9, 2000
-----------------               Chief  Executive
Ross Blechman                   Officer and President

/s/ Neil Blechman               Executive Vice President,          May 9, 2000
-----------------               Secretary and Director
Neil Blechman

/s/ Brian Blechman              Executive Vice President,          May 9, 2000
------------------              Treasurer and Director
Brian Blechman

/s/ Steve Blechman              Executive Vice President           May 9, 2000
------------------              and Director
Steve Blechman

/s/ Dean Blechman               Executive Vice President           May 9, 2000
-----------------               and Director
Dean Blechman

/s/ Stephen L. Welling          President of Retail                May 9, 2000
----------------------          Sales
Stephen L. Welling

/s/ Jonathan D. Sokoloff        Director                           May 9, 2000
------------------------
Jonathan D. Sokoloff

/s/ John G. Danhakl             Director                           May 9, 2000
-------------------
John G. Danhakl

/s/ William U. Westerfield      Director                           May 9, 2000
--------------------------
William U. Westerfield

/s/ Robert S. Apatoff           Director                           May 9, 2000
---------------------
Robert S. Apatoff

                                      -6-
EXHIBIT INDEX

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

   4.1                        Second   Amended  and  Restated   Certificate   of
                              Incorporation  of the Registrant  (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  LLP
                              regarding  legality of securities being registered
                              (including consent).

   23.1                       Consent of  Independent Auditors.

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

                                      -7-