As filed with the Securities and Exchange Commission on February __, 1999
                            Registration No. 333-

                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549
                                  FORM S-8
                           REGISTRATION STATEMENT
                      UNDER THE SECURITIES ACT OF 1933
                                 NBTY, INC.
           (Exact name of registrant as specified in its charter)

Delaware                               11-2228617
--------                               ----------
(State or other jurisdiction of        (IRS Employer Identification No.)
incorporation or organization

              90 Orville Drive, Bohemia, New York        11716
              ----------------------------------------   ----------
              (Address of Principal executive offices)   (Zip Code)

                      1998 Incentive Stock Option Plan
                      --------------------------------
                      1992 Non-Qualified Stock Options
                      --------------------------------
                            (Full title of Plans)

    Scott Rudolph, President, 90 Orville Drive, Bohemia, New York  11716
    --------------------------------------------------------------------
                   (Name and address of agent for service)

                                516-567-9500
        -------------------------------------------------------------
        (Telephone number, including area code, of agent for service)

                       Calculation of Registration Fee
                       -------------------------------

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------
Title of Securities                          Proposed Maximum     Proposed Maximum       Amount
Securities to           Amount to be         Offering Price       Aggregate Offering     of Reg.
be Registered           Registered(1)(2)     Per Share            Price                  Fee(3)
---------------------------------------------------------------------------------------------------------

<S>                     <C>                  <C>                  <C>                    <C>
Common Stock
$.008 par value           976,000            $0.305               $   297,680                   $   82.76

Common Stock
$.008 par value         3,000,000            $5.84                $17,570,000                   $4,870.56
                                                                                                ---------

                                                                                         Total  $4,953.32

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

<FN>
<F1>  The amount being registered represents an aggregate of 976,000 shares 
      of Common Stock issued or issuable upon the exercise of outstanding 
      non-qualified stock options granted to Directors and Officers of the 
      Registrant, and
<F2>  3,000,000 shares of common stock issued or issuable under the 
      Registrant's 1998 Stock Incentive Plan.  
      Pursuant to Rule 416(c) promulgated under the Securities Act of 1933, 
      as amended, the Registration Statement also covers an indeterminate 
      amount of securities to be offered or sold as a result of any 
      adjustments from stock splits, stock dividends or similar events.
<F3>  Determined by the exercise price of the options pursuant to 17C.F.R. 
      Section 230.457(h)(1) and Section 230.457(c).
</FN>
</TABLE>


                                   PART II

             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

The following documents filed by the Registrant with the Securities and 
Exchange Commission (the "Commission") pursuant to the Securities Act of 
1933, as amended, and the Securities Exchange Act of 1934, as amended (the 
"Exchange Act"), are incorporated into this Registration Statement: (i) the 
Registrant's Annual Report on Form 10-K for the fiscal year ended September 
30, 1998, (ii) the Registrant's Quarterly Report on Form 10-Q for the fiscal 
quarter ended December 31, 1998, and (iii) the description of the 
Registrant's Common Stock contained in the Registrant's Registration 
Statement on Form S-3, effective July 1, 1998.

All documents subsequently filed by the Registrant with the Commission 
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after 
the date of this Registration Statement, but prior to the filing of a post-
effective amendment to this Registration Statement which indicates that all 
securities offered by this Registration Statement have been sold or which 
deregisters all such securities then remaining unsold, shall be deemed to be 
incorporated by reference into this Registration Statement.  Each document 
incorporated by reference into this Registration Statement shall be deemed 
to be a part of this Registration Statement from the date of filing of such 
document with the Commission until the information contained therein is 
superseded or updated by any subsequently filed document which is 
incorporated by reference into this Registration Statement or by any 
document which constitutes part of the prospectus relating to the 
Registrant's Stock Incentive Plans meeting the requirements of Section 10 
(a) of the Securities Act.

ITEM 8.  EXHIBITS.

The following exhibits are filed herewith or incorporated by reference as 
part of this Registration Statement:

EXHIBIT NO.     DESCRIPTION

5.1             Opinion of Michael C. Duban, P.C. as to the legality of the 
                shares being registered.

23.1            Consent of PricewaterhouseCoopers, LLP (independent public 
                accountants).

23.2            Consent of Michael C. Duban, P.C. (included in the Opinion 
                filed as (Exhibit 5.1).

24.1            Power of Attorney (set forth on the signature page of this 
                Registration Statement).



                                 SIGNATURES

Pursuant to the requirements of the Securities Act, 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 Bohemia, Town of Islip, County of Suffolk, State of New York 
on this 1st day of February, 1999.

                                       NBTY, INC.

                                       By: /s/ Scott Rudolph
                                           -----------------
                                           Scott Rudolph
                                           Chairman of the Board, President
                                           and Chief Executive Officer

KNOW ALL MEN THESE PRESENTS, that each person whose signature appears below 
constitutes and appoints either Scott Rudolph or Harvey Kamil his true and 
lawful attorneys-in-fact and agents, with full power of substitution and 
resubstitution, for him and in his name, place and stead, in any and all 
capacities, to sign any and all amendments to this Registration Statement, 
and to file the same with all exhibits thereto, and other documentation in 
connection therewith, with the Securities and Exchange Commission, granting 
unto said attorneys-in-fact and agents full power and authority to do and 
perform each and every act and thing requisite and necessary to be done in 
and about the premises, as fully to all intents and purposes as he or she 
might or could do in person, hereby ratifying and confirming all that said 
attorneys-in-fact and agents, or their substitute or substitutes, amy 
lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, the Registration 
Statement and the foregoing Power of Attorney have been signed by the 
following persons in the capacities and on the date(s) indicated:


Dated: February 1, 1999                By: /s/ Scott Rudolph
                                           ---------------------------------
                                           Scott Rudolph
                                           Chairman of the Board,
                                           President, Chief Executive Officer

Dated: February 1, 1999                By: /s/ Harvey Kamil
                                           ---------------------------------
                                           Harvey Kamil
                                           Executive Vice President and
                                           Chief Financial Officer

Dated: February 1, 1999                By: /s/ Arthur Rudolph
                                           ---------------------------------
                                           Arthur Rudolph, Director

Dated: February 1, 1999                By: /s/ Aram Garabedian
                                           ---------------------------------
                                           Aram Garabedian, Director

Dated: February 1, 1999                By: /s/ Bernard G. Owen
                                           ---------------------------------
                                           Bernard G. Owen, Director

Dated: February 1, 1999                By: /s/ Alfred Sacks
                                           ---------------------------------
                                           Alfred Sacks, Director

Dated: February 1, 1999                By: /s/ Murray Daly
                                           ---------------------------------
                                           Murray Daly, Director

Dated: February 1, 1999                By:  
                                           ---------------------------------
                                           Glenn Cohen, Director

Dated: February 1, 1999                By: /s/ Bud Solk
                                           ---------------------------------
                                           Bud Solk, Director

Dated: February 1, 1999                By: /s/ Nathan Rosenblatt
                                           ---------------------------------
                                           Nathan Rosenblatt, Director

Dated: February 1, 1999                By: /s/ Michael Slade
                                           ---------------------------------
                                           Michael Slade, Director

Dated: February 1, 1999                By: /s/ Michael Ashner
                                           ---------------------------------
                                           Michael Ashner, Director
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 10847}]
{"company-data": {"conformed-name": "NBTY INC", "cik": "0000070793", "assigned-sic": "2834", "irs-number": "112228617", "state-of-incorporation": "DE", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-71691", "film-number": "99520266"}, "business-address": {"street1": "90 ORVILLE DR", "city": "BOHEMIA", "state": "NY", "zip": "11716", "phone": "5165679500"}, "mail-address": {"street1": "90 ORVILLE DRIVE", "city": "BOHEMIA", "state": "NY", "zip": "11716"}, "former-company": {"former-conformed-name": "NATURES BOUNTY INC", "date-changed": "19920703"}}
As filed with the Securities and Exchange Commission on February __, 1999
                            Registration No. 333-

                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549
                                  FORM S-8
                           REGISTRATION STATEMENT
                      UNDER THE SECURITIES ACT OF 1933
                                 NBTY, INC.
           (Exact name of registrant as specified in its charter)

Delaware                               11-2228617
--------                               ----------
(State or other jurisdiction of        (IRS Employer Identification No.)
incorporation or organization

              90 Orville Drive, Bohemia, New York        11716
              ----------------------------------------   ----------
              (Address of Principal executive offices)   (Zip Code)

                      1998 Incentive Stock Option Plan
                      --------------------------------
                      1992 Non-Qualified Stock Options
                      --------------------------------
                            (Full title of Plans)

    Scott Rudolph, President, 90 Orville Drive, Bohemia, New York  11716
    --------------------------------------------------------------------
                   (Name and address of agent for service)

                                516-567-9500
        -------------------------------------------------------------
        (Telephone number, including area code, of agent for service)

                       Calculation of Registration Fee
                       -------------------------------
---------------------------------------------------------------------------------------------------------
Title of Securities                          Proposed Maximum     Proposed Maximum       Amount
Securities to           Amount to be         Offering Price       Aggregate Offering     of Reg.
be Registered           Registered(1)(2)     Per Share            Price                  Fee(3)
---------------------------------------------------------------------------------------------------------
Common Stock
$.008 par value           976,000            $0.305               $   297,680                   $   82.76

Common Stock
$.008 par value         3,000,000            $5.84                $17,570,000                   $4,870.56
                                                                                                ---------

                                                                                         Total  $4,953.32

---------------------------------------------------------------------------------------------------------
The amount being registered represents an aggregate of 976,000 shares 
      of Common Stock issued or issuable upon the exercise of outstanding 
      non-qualified stock options granted to Directors and Officers of the 
      Registrant, and
3,000,000 shares of common stock issued or issuable under the 
      Registrant's 1998 Stock Incentive Plan.  
      Pursuant to Rule 416(c) promulgated under the Securities Act of 1933, 
      as amended, the Registration Statement also covers an indeterminate 
      amount of securities to be offered or sold as a result of any 
      adjustments from stock splits, stock dividends or similar events.
Determined by the exercise price of the options pursuant to 17C.F.R. 
      Section 230.457(h)(1) and Section 230.457(c).
PART II

             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

The following documents filed by the Registrant with the Securities and 
Exchange Commission (the "Commission") pursuant to the Securities Act of 
1933, as amended, and the Securities Exchange Act of 1934, as amended (the 
"Exchange Act"), are incorporated into this Registration Statement: (i) the 
Registrant's Annual Report on Form 10-K for the fiscal year ended September 
30, 1998, (ii) the Registrant's Quarterly Report on Form 10-Q for the fiscal 
quarter ended December 31, 1998, and (iii) the description of the 
Registrant's Common Stock contained in the Registrant's Registration 
Statement on Form S-3, effective July 1, 1998.

All documents subsequently filed by the Registrant with the Commission 
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after 
the date of this Registration Statement, but prior to the filing of a post-
effective amendment to this Registration Statement which indicates that all 
securities offered by this Registration Statement have been sold or which 
deregisters all such securities then remaining unsold, shall be deemed to be 
incorporated by reference into this Registration Statement.  Each document 
incorporated by reference into this Registration Statement shall be deemed 
to be a part of this Registration Statement from the date of filing of such 
document with the Commission until the information contained therein is 
superseded or updated by any subsequently filed document which is 
incorporated by reference into this Registration Statement or by any 
document which constitutes part of the prospectus relating to the 
Registrant's Stock Incentive Plans meeting the requirements of Section 10 
(a) of the Securities Act.

ITEM 8.  EXHIBITS.

The following exhibits are filed herewith or incorporated by reference as 
part of this Registration Statement:

EXHIBIT NO.     DESCRIPTION

5.1             Opinion of Michael C. Duban, P.C. as to the legality of the 
                shares being registered.

23.1            Consent of PricewaterhouseCoopers, LLP (independent public 
                accountants).

23.2            Consent of Michael C. Duban, P.C. (included in the Opinion 
                filed as (Exhibit 5.1).

24.1            Power of Attorney (set forth on the signature page of this 
                Registration Statement).

                                 SIGNATURES

Pursuant to the requirements of the Securities Act, 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 Bohemia, Town of Islip, County of Suffolk, State of New York 
on this 1st day of February, 1999.

                                       NBTY, INC.

                                       By: /s/ Scott Rudolph
                                           -----------------
                                           Scott Rudolph
                                           Chairman of the Board, President
                                           and Chief Executive Officer

KNOW ALL MEN THESE PRESENTS, that each person whose signature appears below 
constitutes and appoints either Scott Rudolph or Harvey Kamil his true and 
lawful attorneys-in-fact and agents, with full power of substitution and 
resubstitution, for him and in his name, place and stead, in any and all 
capacities, to sign any and all amendments to this Registration Statement, 
and to file the same with all exhibits thereto, and other documentation in 
connection therewith, with the Securities and Exchange Commission, granting 
unto said attorneys-in-fact and agents full power and authority to do and 
perform each and every act and thing requisite and necessary to be done in 
and about the premises, as fully to all intents and purposes as he or she 
might or could do in person, hereby ratifying and confirming all that said 
attorneys-in-fact and agents, or their substitute or substitutes, amy 
lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, the Registration 
Statement and the foregoing Power of Attorney have been signed by the 
following persons in the capacities and on the date(s) indicated:

Dated: February 1, 1999                By: /s/ Scott Rudolph
                                           ---------------------------------
                                           Scott Rudolph
                                           Chairman of the Board,
                                           President, Chief Executive Officer

Dated: February 1, 1999                By: /s/ Harvey Kamil
                                           ---------------------------------
                                           Harvey Kamil
                                           Executive Vice President and
                                           Chief Financial Officer

Dated: February 1, 1999                By: /s/ Arthur Rudolph
                                           ---------------------------------
                                           Arthur Rudolph, Director

Dated: February 1, 1999                By: /s/ Aram Garabedian
                                           ---------------------------------
                                           Aram Garabedian, Director

Dated: February 1, 1999                By: /s/ Bernard G. Owen
                                           ---------------------------------
                                           Bernard G. Owen, Director

Dated: February 1, 1999                By: /s/ Alfred Sacks
                                           ---------------------------------
                                           Alfred Sacks, Director

Dated: February 1, 1999                By: /s/ Murray Daly
                                           ---------------------------------
                                           Murray Daly, Director

Dated: February 1, 1999                By:  
                                           ---------------------------------
                                           Glenn Cohen, Director

Dated: February 1, 1999                By: /s/ Bud Solk
                                           ---------------------------------
                                           Bud Solk, Director

Dated: February 1, 1999                By: /s/ Nathan Rosenblatt
                                           ---------------------------------
                                           Nathan Rosenblatt, Director

Dated: February 1, 1999                By: /s/ Michael Slade
                                           ---------------------------------
                                           Michael Slade, Director

Dated: February 1, 1999                By: /s/ Michael Ashner
                                           ---------------------------------
                                           Michael Ashner, Director