As filed with the Securities and Exchange Commission on September 17, 1999
                                                       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
                            Hauppauge, New York 11788
                    (Address of Principal Executive Offices)
                                 ---------------
                         TWINLAB CORPORATION 1999 STOCK
                      INCENTIVE PLAN FOR OUTSIDE DIRECTORS
                            (Full Title of the Plan)
                              Philip M. Kazin, Esq.
                     Chief Legal Officer and General Counsel
                               Twinlab Corporation
                                150 Motor Parkway
                            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 LLP
                                919 Third Avenue
                            New York, New York 10022
                                 (212) 715-9100

In addition,  pursuant to Rule 416(c)  under the  Securities  Act of 1933,  this
registration  statement also covers an  indeterminate  amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.
                         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                      Price                      Fee
-----------------------------------------------------------------------------------------------------------------------------------
<S>                          <C>                           <C>                        <C>                        <C>
Common                       6,184                         $ 8.624(2)                 $ 53,331                   $ 14.83
Stock (par                   shares(1)
value $1.00                                                $ 7.3125(3)                $ 430,092                  $ 119.57
per share)                   58,816 shares
===================================================================================================================================
</TABLE>
(1)  Representing  shares  which were  issued  pursuant  to the Plan on June 18,
     1999.
(2)  The last sale price per share on June 18, 1999.
(3)  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  for the Common
     Stock reported by the Nasdaq  National Market of The Nasdaq Stock Market on
     September  13, 1999,  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:

         (1) The Company's  Annual Report on Form 10-K for the fiscal year ended
December  31,  1998,  filed  March 31,  1999  pursuant  to Section  13(a) of the
Securities Exchange Act of 1934, as amended (the "1934 Act");

         (2) The Company's  Annual Report on Form  10-K405/A for the fiscal year
ended  December 31, 1998,  filed April 30, 1999 pursuant to Section 13(a) of the
1934 Act;

         (3) The Company's  Quarterly Report on Form 10-Q for the fiscal quarter
ended March 31, 1999,  filed May 12, 1999  pursuant to Section 13(a) of the 1934
Act;

         (4) The Company's  Quarterly Report on Form 10-Q for the fiscal quarter
ended June 30, 1999, filed August 13, 1999 pursuant to Section 13(a) of the 1934
Act;

         (5) The  Company's  Quarterly  Report  on Form  10-Q/A  for the  fiscal
quarter ended March 31, 1998,  filed March 30, 1999 pursuant to Section 13(a) of
the 1934 Act;

         (6) The  Company's  Quarterly  Report  on Form  10-Q/A  for the  fiscal
quarter  ended June 30, 1998,  filed March 30, 1999 pursuant to Section 13(a) of
the 1934 Act;

         (7) The  Company's  Quarterly  Report  on Form  10-Q/A  for the  fiscal
quarter ended September 30, 1998, filed March 30, 1999 pursuant to Section 13(a)
of the 1934 Act;

         (8) 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

         (9) All  documents  subsequently  filed  by the  Company  with  the SEC
pursuant to Sections  13(a),  13(c),  14 or 15(d) of the 1934 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


                                      -3-
<PAGE>

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 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.

         Section 4 of the Plan provides that the Registrant shall indemnify each
member of the  Committee  and any other  director  or employee of the Company to
whom any duty or power relating to the  administration  or interpretation of the
Plan has been  delegated  against  any  costs or  expenses  arising  out of such
activities, except where the individual acted in bad faith or without reasonable
belief that it was in the best interests of the Company.

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


                                      -4-
<PAGE>

                              Statement on Form S-4,  dated  September 18, 1996,
                              filed by Twin Laboratories Inc.,  Registration No.
                              333-6781).

               4.3            Form of Option Agreement.

               4.4            Form of Restricted Stock Grant Agreement.

               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
                              (contained  in the  Opinion  filed  as  Exhibit  5
                              hereto).

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.

                                      -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 17th day of
September, 1999.

                                 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, President   September 17, 1999
Ross Blechman              and Chief Executive Officer

/s/ Neil Blechman
------------------------   Executive Vice President,          September 17, 1999
Neil Blechman              Secretary and Director

/s/ Brian Blechman
------------------------   Executive Vice President,          September 17, 1999
Brian Blechman             Treasurer and Director

/s/ Steve Blechman
------------------------   Executive Vice President and       September 17, 1999
Steve Blechman             Director

/s/ Dean Blechman
------------------------   Executive Vice President and       September 17, 1999
Dean Blechman              Director

/s/ Stephen L. Welling
------------------------   President, Health and Natural      September 17, 1999
Stephen L. Welling         Food Store Division, and
                           Director

/s/ Jonathan D. Sokoloff
------------------------
Jonathan D. Sokoloff       Director                           September 17, 1999

/s/ John G. Danhakl
------------------------
John G. Danhakl            Director                           September 17, 1999

/s/ William U. Westerfield
------------------------
William U. Westerfield     Director                           September 17, 1999

/s/ Robert S. Apatoff
------------------------
Robert S. Apatoff          Director                           September 17, 1999

                Pursuant to the  requirements of the Securities Act of 1933, the
trustees (or other persons who administer  the employee  benefit plan) have 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 September 17, 1999.

<PAGE>

                              Twinlab Corporation 1999 Stock Incentive Plan for
                                Outside Directors

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

<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).

         4.3              Form of Option Agreement.

         4.4              Form of Restricted Stock Grant Agreement.

         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
                          (contained in the Opinion filed as Exhibit 5 hereto).
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 20589}]
{"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": "333-87355", "film-number": "99713536"}, "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 September 17, 1999
                                                       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
                            Hauppauge, New York 11788
                    (Address of Principal Executive Offices)
                                 ---------------
                         TWINLAB CORPORATION 1999 STOCK
                      INCENTIVE PLAN FOR OUTSIDE DIRECTORS
                            (Full Title of the Plan)
                              Philip M. Kazin, Esq.
                     Chief Legal Officer and General Counsel
                               Twinlab Corporation
                                150 Motor Parkway
                            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 LLP
                                919 Third Avenue
                            New York, New York 10022
                                 (212) 715-9100

In addition,  pursuant to Rule 416(c)  under the  Securities  Act of 1933,  this
registration  statement also covers an  indeterminate  amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.
                         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                      Price                      Fee
-----------------------------------------------------------------------------------------------------------------------------------
Common                       6,184                         $ 8.624(2)                 $ 53,331                   $ 14.83
Stock (par                   shares(1)
value $1.00                                                $ 7.3125(3)                $ 430,092                  $ 119.57
per share)                   58,816 shares
===================================================================================================================================
(1)  Representing  shares  which were  issued  pursuant  to the Plan on June 18,
     1999.
(2)  The last sale price per share on June 18, 1999.
(3)  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  for the Common
     Stock reported by the Nasdaq  National Market of The Nasdaq Stock Market on
     September  13, 1999,  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:

         (1) The Company's  Annual Report on Form 10-K for the fiscal year ended
December  31,  1998,  filed  March 31,  1999  pursuant  to Section  13(a) of the
Securities Exchange Act of 1934, as amended (the "1934 Act");

         (2) The Company's  Annual Report on Form  10-K405/A for the fiscal year
ended  December 31, 1998,  filed April 30, 1999 pursuant to Section 13(a) of the
1934 Act;

         (3) The Company's  Quarterly Report on Form 10-Q for the fiscal quarter
ended March 31, 1999,  filed May 12, 1999  pursuant to Section 13(a) of the 1934
Act;

         (4) The Company's  Quarterly Report on Form 10-Q for the fiscal quarter
ended June 30, 1999, filed August 13, 1999 pursuant to Section 13(a) of the 1934
Act;

         (5) The  Company's  Quarterly  Report  on Form  10-Q/A  for the  fiscal
quarter ended March 31, 1998,  filed March 30, 1999 pursuant to Section 13(a) of
the 1934 Act;

         (6) The  Company's  Quarterly  Report  on Form  10-Q/A  for the  fiscal
quarter  ended June 30, 1998,  filed March 30, 1999 pursuant to Section 13(a) of
the 1934 Act;

         (7) The  Company's  Quarterly  Report  on Form  10-Q/A  for the  fiscal
quarter ended September 30, 1998, filed March 30, 1999 pursuant to Section 13(a)
of the 1934 Act;

         (8) 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

         (9) All  documents  subsequently  filed  by the  Company  with  the SEC
pursuant to Sections  13(a),  13(c),  14 or 15(d) of the 1934 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

                                      -3-
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 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.

         Section 4 of the Plan provides that the Registrant shall indemnify each
member of the  Committee  and any other  director  or employee of the Company to
whom any duty or power relating to the  administration  or interpretation of the
Plan has been  delegated  against  any  costs or  expenses  arising  out of such
activities, except where the individual acted in bad faith or without reasonable
belief that it was in the best interests of the Company.

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

                                      -4-
Statement on Form S-4,  dated  September 18, 1996,
                              filed by Twin Laboratories Inc.,  Registration No.
                              333-6781).

               4.3            Form of Option Agreement.

               4.4            Form of Restricted Stock Grant Agreement.

               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
                              (contained  in the  Opinion  filed  as  Exhibit  5
                              hereto).

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.

                                      -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 17th day of
September, 1999.

                                 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, President   September 17, 1999
Ross Blechman              and Chief Executive Officer

/s/ Neil Blechman
------------------------   Executive Vice President,          September 17, 1999
Neil Blechman              Secretary and Director

/s/ Brian Blechman
------------------------   Executive Vice President,          September 17, 1999
Brian Blechman             Treasurer and Director

/s/ Steve Blechman
------------------------   Executive Vice President and       September 17, 1999
Steve Blechman             Director

/s/ Dean Blechman
------------------------   Executive Vice President and       September 17, 1999
Dean Blechman              Director

/s/ Stephen L. Welling
------------------------   President, Health and Natural      September 17, 1999
Stephen L. Welling         Food Store Division, and
                           Director

/s/ Jonathan D. Sokoloff
------------------------
Jonathan D. Sokoloff       Director                           September 17, 1999

/s/ John G. Danhakl
------------------------
John G. Danhakl            Director                           September 17, 1999

/s/ William U. Westerfield
------------------------
William U. Westerfield     Director                           September 17, 1999

/s/ Robert S. Apatoff
------------------------
Robert S. Apatoff          Director                           September 17, 1999

                Pursuant to the  requirements of the Securities Act of 1933, the
trustees (or other persons who administer  the employee  benefit plan) have 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 September 17, 1999.
Twinlab Corporation 1999 Stock Incentive Plan for
                                Outside Directors

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

         4.3              Form of Option Agreement.

         4.4              Form of Restricted Stock Grant Agreement.

         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
                          (contained in the Opinion filed as Exhibit 5 hereto).