As filed with the Securities and Exchange Commission on December 17, 1996  
                                                       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)

                              2120 Smithtown Avenue
                           Ronkonkoma, New York 11779
                    (Address of Principal Executive Offices)

                                 ---------------

                               TWINLAB CORPORATION
                            1996 STOCK INCENTIVE PLAN
                            (Full Title of the Plan)

                              Philip M. Kazin, Esq.
                                 General Counsel
                               Twinlab Corporation
                              2120 Smithtown Avenue
                           Ronkonkoma, New York 11779
                     (Name and Address of Agent for Service)

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

                                   Copies to:

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

                         CALCULATION OF REGISTRATION FEE

===============================================================================
                                  Proposed         Proposed
Title of                          Maximum          Maximum          Amount of
Securities to    Amount to be     Offering Price   Aggregate        Registration
be Registered    Registered       Per Share(1)     Offering Price   Fee
--------------------------------------------------------------------------------
Common           400,000          $12.0625         $4,825,000       $1,463
Stock (par       shares
value $1.00
per share)
================================================================================

(1)  Estimated, in accordance with 17 CFR 230.457(c),  solely for the purpose of
     calculating the  registration  fee. The Proposed Maximum Offering Price Per
     Share is based on the  average of the high and low prices  reported  by the
     Nasdaq  National  Market of The Nasdaq  Stock  Market on December 13, 1996,
     which  is  within  five  (5)  business  days  prior  to the  date  of  this
     Registration Statement.


<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

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

         (a) The  Registrant's  latest  prospectus filed pursuant to Rule 424(b)
under the  Securities Act of 1933 (the  "Securities  Act"),  containing  audited
financial  statements  for the  Registrant's  latest  fiscal year for which such
statements have been filed.

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

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

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

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interest of Named Experts and Counsel.

         The legality of the issuance of the shares has been passed upon for the
Registrant by Kramer,  Levin,  Naftalis & Frankel. At December 13, 1996, certain
members of, and persons  associated  with, such firm owned an aggregate of 4,083
shares of Common Stock of the Registrant.

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,


                                       -2-


<PAGE>

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 Bylaws provide for the indemnification of
directors and officers of the Registrant to the fullest extent  permitted by the
DGCL.

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

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

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

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

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

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

         23.1       Consent of Deloitte & Touche LLP.

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


                                       -3-


<PAGE>

Item 9.   Undertakings.

         The undersigned Registrant hereby undertakes:

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

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

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

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

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


                                       -4-


<PAGE>

                                   SIGNATURES


         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of New  York,  State of New  York,  on this 17th day of
December, 1996.

                                    TWINLAB CORPORATION



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

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement has been signed by the following persons on December 17,
1996 in the capacities indicated.

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

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

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

/s/  BRIAN BLECHMAN                Executive Vice President and Director       
-----------------------------      (Principal Financial and Accounting Officer)
     Brian Blechman      
                                        
/s/  STEVE BLECHMAN                Executive Vice President and Director
---------------------------
     Steve Blechman

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

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

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

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


<PAGE>

                                  EXHIBIT INDEX

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

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

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

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

         23.1       Consent of Deloitte & Touche LLP.

         23.2       Consent of Kramer, Levin, Naftalis & Frankel (see Exhibit 
                    Number 5 above).
[{"type": "S-8", "sequence": "1", "description": "TWINLAB CORPORATION FORM S-8", "secsgml_size_bytes": 16281}]
{"company-data": {"conformed-name": "TWINLAB CORP", "cik": "0001015868", "assigned-sic": "2833", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-18047", "film-number": "96682054"}, "business-address": {"street1": "2120 SMITHTOWN AVE", "city": "RONKONKOMA", "state": "NY", "zip": "11779"}, "former-company": {"former-conformed-name": "TLG LABORATORIES HOLDING CORP", "date-changed": "19960603"}}
As filed with the Securities and Exchange Commission on December 17, 1996  
                                                       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)

                              2120 Smithtown Avenue
                           Ronkonkoma, New York 11779
                    (Address of Principal Executive Offices)

                                 ---------------

                               TWINLAB CORPORATION
                            1996 STOCK INCENTIVE PLAN
                            (Full Title of the Plan)

                              Philip M. Kazin, Esq.
                                 General Counsel
                               Twinlab Corporation
                              2120 Smithtown Avenue
                           Ronkonkoma, New York 11779
                     (Name and Address of Agent for Service)

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

                                   Copies to:

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

                         CALCULATION OF REGISTRATION FEE

===============================================================================
                                  Proposed         Proposed
Title of                          Maximum          Maximum          Amount of
Securities to    Amount to be     Offering Price   Aggregate        Registration
be Registered    Registered       Per Share(1)     Offering Price   Fee
--------------------------------------------------------------------------------
Common           400,000          $12.0625         $4,825,000       $1,463
Stock (par       shares
value $1.00
per share)
================================================================================

(1)  Estimated, in accordance with 17 CFR 230.457(c),  solely for the purpose of
     calculating the  registration  fee. The Proposed Maximum Offering Price Per
     Share is based on the  average of the high and low prices  reported  by the
     Nasdaq  National  Market of The Nasdaq  Stock  Market on December 13, 1996,
     which  is  within  five  (5)  business  days  prior  to the  date  of  this
     Registration Statement.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

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

         (a) The  Registrant's  latest  prospectus filed pursuant to Rule 424(b)
under the  Securities Act of 1933 (the  "Securities  Act"),  containing  audited
financial  statements  for the  Registrant's  latest  fiscal year for which such
statements have been filed.

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

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

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

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interest of Named Experts and Counsel.

         The legality of the issuance of the shares has been passed upon for the
Registrant by Kramer,  Levin,  Naftalis & Frankel. At December 13, 1996, certain
members of, and persons  associated  with, such firm owned an aggregate of 4,083
shares of Common Stock of the Registrant.

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,

                                       -2-
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 Bylaws provide for the indemnification of
directors and officers of the Registrant to the fullest extent  permitted by the
DGCL.

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

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

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

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

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

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

         23.1       Consent of Deloitte & Touche LLP.

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

                                       -3-
Item 9.   Undertakings.

         The undersigned Registrant hereby undertakes:

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

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

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

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

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

                                       -4-
SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of New  York,  State of New  York,  on this 17th day of
December, 1996.

                                    TWINLAB CORPORATION

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

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement has been signed by the following persons on December 17,
1996 in the capacities indicated.

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

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

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

/s/  BRIAN BLECHMAN                Executive Vice President and Director       
-----------------------------      (Principal Financial and Accounting Officer)
     Brian Blechman      
                                        
/s/  STEVE BLECHMAN                Executive Vice President and Director
---------------------------
     Steve Blechman

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

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

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

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

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

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

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

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

         23.1       Consent of Deloitte & Touche LLP.

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