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                               (I.R.S. Employer
 of 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>

  -------------------------------------------------------------------------------------------------------------------------
  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>
  Common Stock (par value     315,662 shares     $8.09375                     $2,554,889                    $674.49
  $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
         Friday, January 14, 2000,  which is within five (5) business days prior
         to the date of this Registration Statement.

<PAGE>

                                EXPLANATORY NOTE

          This Registration Statement on Form S-8 is being filed for the purpose
          of registering an additional 315,662 shares of the Registrant's Common
          Stock,  par  value  $1.00 per  share,  to be  issued  pursuant  to the
          Registrant's   1998  Stock   Incentive   Plan.  The  contents  of  the
          Registrant's  Registration Statement on Form S-8 (File No. 333-65933),
          relating  to  the   Registrant's   1998  Stock   Incentive  Plan,  are
          incorporated by reference.


                                       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-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
the1934 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 for the fiscal quarter
ended  September 30, 1999,  filed November 15, 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 March 31, 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 June 30, 1998,  filed March 30, 1999 pursuant to Section 13(a) of
the 1934 Act;

         (8) 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;

         (9) 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

         (10)  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.

         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.


                                       3

<PAGE>


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 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, 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

<PAGE>


                 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).


                                       5

<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.


                                       6
<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 14th day of
January, 2000.

                                        TWINLAB CORPORATION

                                        By:  /s/ Ross Blechman
                                           ------------------------------------
                                             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,         January 14, 2000
-----------------               Chief  Executive  Officer
Ross Blechman                   and President

/s/ Neil Blechman               Executive Vice President,      January 14, 2000
-----------------               Secretary and Director
Neil Blechman

/s/ Brian Blechman              Executive Vice President,      January 14, 2000
------------------              Treasurer and Director
Brian Blechman

/s/ Steve Blechman              Executive Vice President       January 14, 2000
------------------              and Director
Steve Blechman

/s/ Dean Blechman               Executive Vice President       January 14, 2000
-----------------               and Director
Dean Blechman

/s/ Stephen L. Welling          President,  Health and         January 14, 2000
----------------------          Natural Food Store
Stephen L. Welling              Division, and Director

/s/ Jonathan D. Sokoloff        Director                       January 14, 2000
------------------------
Jonathan D. Sokoloff

/s/ John G. Danhakl             Director                       January 14, 2000
-------------------
John G. Danhakl

/s/ William V. Westerfield      Director                       January 14, 2000
--------------------------
William V. Westerfield

/s/ Robert S. Apatoff           Director                       January 14, 2000
---------------------
Robert S. Apatoff


                                       7
<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).


                                       8
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{"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": "333-94831", "film-number": "508811"}, "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                               (I.R.S. Employer
 of 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
-------------------------------------------------------------------------------------------------------------------------
  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     315,662 shares     $8.09375                     $2,554,889                    $674.49
  $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
         Friday, January 14, 2000,  which is within five (5) business days prior
         to the date of this Registration Statement.
EXPLANATORY NOTE

          This Registration Statement on Form S-8 is being filed for the purpose
          of registering an additional 315,662 shares of the Registrant's Common
          Stock,  par  value  $1.00 per  share,  to be  issued  pursuant  to the
          Registrant's   1998  Stock   Incentive   Plan.  The  contents  of  the
          Registrant's  Registration Statement on Form S-8 (File No. 333-65933),
          relating  to  the   Registrant's   1998  Stock   Incentive  Plan,  are
          incorporated by reference.

                                       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-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
the1934 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 for the fiscal quarter
ended  September 30, 1999,  filed November 15, 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 March 31, 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 June 30, 1998,  filed March 30, 1999 pursuant to Section 13(a) of
the 1934 Act;

         (8) 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;

         (9) 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

         (10)  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.

         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.

                                       3
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 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, 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
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).

                                       5
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.

                                       6
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 14th day of
January, 2000.

                                        TWINLAB CORPORATION

                                        By:  /s/ Ross Blechman
                                           ------------------------------------
                                             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,         January 14, 2000
-----------------               Chief  Executive  Officer
Ross Blechman                   and President

/s/ Neil Blechman               Executive Vice President,      January 14, 2000
-----------------               Secretary and Director
Neil Blechman

/s/ Brian Blechman              Executive Vice President,      January 14, 2000
------------------              Treasurer and Director
Brian Blechman

/s/ Steve Blechman              Executive Vice President       January 14, 2000
------------------              and Director
Steve Blechman

/s/ Dean Blechman               Executive Vice President       January 14, 2000
-----------------               and Director
Dean Blechman

/s/ Stephen L. Welling          President,  Health and         January 14, 2000
----------------------          Natural Food Store
Stephen L. Welling              Division, and Director

/s/ Jonathan D. Sokoloff        Director                       January 14, 2000
------------------------
Jonathan D. Sokoloff

/s/ John G. Danhakl             Director                       January 14, 2000
-------------------
John G. Danhakl

/s/ William V. Westerfield      Director                       January 14, 2000
--------------------------
William V. Westerfield

/s/ Robert S. Apatoff           Director                       January 14, 2000
---------------------
Robert S. Apatoff

                                       7
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).

                                       8