As filed with the Securities and Exchange Commission on February __, 1998
                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549
                                  FORM S-8
                           REGISTRATION STATEMENT
                      UNDER THE SECURITIES ACT OF 1933
                                 NBTY, INC.
                      (Formerly NATURE'S BOUNTY, 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)

     1989 Non-Qualified Stock Options,1990 Non-Qualified Stock Options,
     ------------------------------------------------------------------
      1992 Non-Qualified Stock Options,1998 Incentive Stock Option Plan
      -----------------------------------------------------------------
                            (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)    Per Share           Price                  Fee(2)
_________________________________________________________________________________________________

<S>                           <C>                <C>                <C>                <C>
1989 Non-Qualified Stock
Options: each Option to
purchase one share of
Common Stock                    689,000          $ 0.50             $   344,500        $    99.90

1990 Non-Qualified Stock
Options; each Option to
purchase one share
of Common Stock               1,320,000          $ 0.625            $   825,000        $   239.25

1992 Non-Qualified Stock
Options; each Option
to purchase one share
of Common Stock               1,075,000          $ 0.915            $   983,625        $   285.25

1998 Incentive Stock 
Options: each Option
to purchase one share 
of Common Stock               1,000,000          $40.00             $40,000,000        $11,816.00
_________________________________________________________________________________________________
TOTAL                                                               $42,153,125        $12,440.40

____________________

<F1>  The amount being registered represents an aggregate of 4,084,000 
      shares of Common Stock issued or issuable upon the exercise of 
      4,084,000 outstanding non-qualified stock options granted to Directors 
      and Officers of the Registrant.  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.

<F2>  Determined by the exercise price of the options pursuant to 17C.F.R. 
      Section 230.457(h)(1) and Section 230.457(c).
</TABLE>


                              EXPLANATORY NOTE


      The information required by Items 1 and 2 of Part I of Form S-8 to be 
contained in the Section 10(a) prospectus is omitted from this Registration 
Statement in accordance with Rule 428 of the Securities Act of 1933, as 
amended, and the Note to Part I of Form S-8.

      Included in Part I of this Registration Statement on Form S-8 is a 
reoffer prospectus concerning reoffers and resales of certain of the shares 
of Common Stock registered hereby, which is filed in reliance on General 
Instruction C to Form S-8.



                                   PART I
            INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS


Note:  The documents containing the information specified in this Part I 
will be sent or given to employees as specified by Rule 428(b)(l) 
promulgated under the Securities Act of 1933, as amended (the "Act").  Such 
documents need not be filed with the Securities and Exchange Commission (the 
"Commission") either as part of this Registration Statement or as 
prospectuses or prospectus supplements pursuant to Rule 424 under the Act.  
These documents and the documents incorporated by reference in this 
Registration Statement pursuant to Item 3 of Part II of this Form S-8, taken 
together, constitute a prospectus that meets the requirements of Section 
10(a) of the Act.

      This Registration Statement on Form S-8 of NBTY, Inc., a Delaware 
corporation (the "Registrant") covers 4,084,000 shares of the Registrant's 
common stock, par value $.008 per share (the "Common Stock") issued or, 
reserved for issuance under the 1989, 1990, 1992 and 1998 Stock Plans.



                 Reoffer Prospectus dated February __, 1998
                              4,084,000 Shares
                                 NBTY, INC.
                                Common Stock
                              ($.008 Par Value)
                         ___________________________
                      1989 NON-QUALIFIED STOCK OPTIONS
                      1990 NON-QUALIFIED STOCK OPTIONS
                      1992 NON-QUALIFIED STOCK OPTIONS
                      1998 INCENTIVE STOCK OPTION PLAN

      This Prospectus is being used in connection with the offering, from 
time to time, by certain stockholders who may be deemed to be affiliates 
("Selling Stockholders") of NBTY, Inc. (the "Company") of shares of Common 
Stock of the Company (the "Shares"), issued or issuable upon the exercise of 
a like number of non-qualified stock options granted to certain Officers and 
Directors of the Company pursuant to the Company's 1989, 1990, 1992 Non-
Qualified Stock Options and 1998 Incentive Stock Option Plan (collectively 
the "Options").  These persons may offer these Shares, upon exercise of the 
Options, for sale as principals for their own accounts at any time and from 
time to time on the NASDAQ/NMS or otherwise at prices prevailing at the time 
of sale or in private sales and at prices to be negotiated.  The Officers 
and Directors, upon exercise of the Options and sale of the shares of Common 
Stock, receive the entire proceeds from such sale (see "Selling Security 
Holders").  The Company will not receive any of the proceeds from the sale 
of the Shares, but will receive funds upon the exercise of the Options.  All 
of the Selling Security Holders are Officers and/or Directors of the Company 
and may be deemed to be affiliates of the Company as that term is defined 
under Rule 405 of the Securities Act of 1933, as amended.
        ____________________________________________________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND 
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR 
ADEQUACY OF THIS PROSPECTUS.  ANY REPRESENTATION TO THE CONTRARY IS A 
CRIMINAL OFFENSE.
        ____________________________________________________________
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY 
REPRESENTATION OTHER THAN AS CONTAINED HEREIN IN CONNECTION WITH THE OFFER 
CONTAINED IN THIS PROSPECTUS, AND IF GIVEN OR MADE, SUCH INFORMATION OR 
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE 
COMPANY OR ANY PERSON.  NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE 
HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE 
HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF.  
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER OR SOLICITATION BY ANYONE IN 
ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION MAY NOT BE LAWFULLY 
MADE.

              The Date of this Prospectus is February __, 1998



                              TABLE OF CONTENTS
                              -----------------



                                                                     Page
                                                                     ----

The Company ......................................................     2

Available Information ............................................     2

1989, 1990, 1992 Non-Qualified Stock
Options and 1998 Incentive Stock Option Plan .....................     2

Use of Proceeds ..................................................     5

Selling Security Holders .........................................     6

Plan of Distribution .............................................     7

Incorporation of Certain Documents by Reference ..................     7

Experts ..........................................................     8

Legal Opinion ....................................................     8



                                 THE COMPANY
                                 -----------

      NBTY, Inc. (the "Company"), collectively with its subsidiaries is a 
manufacturer and marketer of nutritional supplements in the United States.  
It sells more than 500 products consisting of vitamins and other nutritional 
supplements such as minerals, amino acids and herbs.  Vitamins, minerals and 
amino acids are sold as a single vitamin and in multi-vitamin combinations 
and in varying potency levels in powder, tablet, soft gel, chewable, and 
hard shell capsule form.  The Company's branded products are sold by 
independent and chain pharmacies, wholesalers-retailers, supermarkets, 
health food stores and by direct mail.

      In August, 1997, NBTY acquired Holland & Barrett ("H&B"), one of the 
leading nutritional supplement retailers in the United Kingdom which 
presently has 420 locations.  Prior to the acquisition by NBTY, H&B marketed 
a broad line of nutritional supplement products, including vitamins, 
minerals and other nutritional supplements (approximately 58% of H&B's 
revenues for its fiscal year 1997) and food products, including fruits and 
nuts, confectionery and other items (approximately 42% of H&B's revenues for 
its fiscal year 1997).

                            AVAILABLE INFORMATION
                            ---------------------

      NBTY, Inc., formerly Nature's Bounty, Inc. (herein referred to both as 
the "Registrant" and as the "Company"), has filed with the Securities and 
Exchange Commission (the "Commission"), Washington, D.C., a Registration 
Statement on Form S-8 (the "Registration Statement") under the Securities 
Act of 1933, as amended (the "Securities Act"), with respect to the 
securities described in this document.  This document does not contain all 
the information set forth in the Registration Statement, certain items of 
which are contained in schedules and exhibits to the Registration Statement, 
as permitted by the rules and regulations of the Commission.

      The Company is subject to the informational requirements of the 
Securities Exchange Act of 1934 and, in accordance therewith, files reports 
and other information with the Securities and Exchange Commission (the 
"Commission").  Reports, proxy and information statements and other 
information concerning the Company can be inspected and copied at the public 
reference facilities maintained by the Commission at 450 Fifth Street, N.W., 
Washington, D.C. 20549; Room 1204, Everett McKinley Dirksen Building, 219 
South Dearborn Street, Chicago, Illinois 60604; Room 1100, 75 Park Place, 
New York, New York 10007; 411 West Seventh Street, Fort Worth, Texas 76102, 
8th Floor; and 5757 Wilshire Boulevard, Suite 500 East, Los Angeles, 
California, 90036-3648.  Copies of any such material can be obtained from 
the Public Reference Section of the Commission, Washington, D.C. 20549 at 
prescribed rates.

      The Company will provide without charge to each person to whom a 
Prospectus is delivered, upon written or oral request of such person, a copy 
of any and all of the information that has been incorporated herein by 
reference (not including any exhibits thereto).  Such requests should be 
made to the Corporate Secretary, NBTY, Inc., 90 Orville Drive, Bohemia, New 
York 11716, telephone number (516)567-9500.

                      1989 NON-QUALIFIED STOCK OPTIONS
                      1990 NON-QUALIFIED STOCK OPTIONS
                      1992 NON-QUALIFIED STOCK OPTIONS
                      1998 INCENTIVE STOCK OPTION PLAN

      General Information.  In December, 1989, September, 1990 and March, 
1992, the Company issued 689,000, 1,320,000 and 1,075,000 Non-Qualified 
Stock Options, respectively, to certain Officers and Directors.  Pursuant 
thereto, options to purchase an aggregate of 3,084,000 shares of Common 
Stock, $.008 par value per share (the "Common Stock"), were granted to 
Directors and Officers of the Company.  The 3,084,000 shares of Common Stock 
subject to options were reserved for issuance upon exercise of the options 
granted.

      On October 31, 1997, the Board of Directors authorized, subject to 
approval of stockholders, an Incentive Stock Option Plan whereby options for 
the issuance of 1,000,000 shares of common stock may be issued to officers, 
directors and affiliates.

      The purpose of the Plans is to advance the interests of the 
Corporation by encouraging and enabling the acquisition of a larger personal 
proprietary interest in the Corporation by directors and key employees and 
affiliates of the Corporation and its Subsidiaries upon whose judgment and 
keen interest the Corporation is largely dependent for the successful 
conduct of its operations and by providing such directors and key employees 
with incentives to put forth maximum efforts for the success of the 
Corporation's business.  It is anticipated that the acquisition of such 
proprietary interest in the Corporation and such incentives will stimulate 
the efforts of such directors, key employees and affiliates on behalf of the 
Corporation and its Subsidiaries and strengthen their desire to remain with 
the Corporation and its Subsidiaries.  It is also expected that such 
incentives and the opportunity to acquire such proprietary interest will 
enable the Corporation and its Subsidiaries to attract desirable personnel.

      Neither the Plan nor any of the Option Agreements (i) is subject to 
any of the provisions of the Employee Retirement Income Security Act of 
1974, or (ii) is a "qualified plan" under Section 401(a) of the Internal 
Revenue Code of 1954, as amended (the "Code").

      Summary of the Options
      ----------------------

      The following is a brief summary of the provisions of the Options.

      The Options provide that they may be granted to employees (including 
Officers and Directors) of the Company and its subsidiaries, all of whom are 
eligible to participate.  The Board of Directors or a committee appointed by 
the Board will select the optionees and determine the number of shares to be 
subject to each option.  In making such determination, there will be taken 
into account the duties and responsibilities of the optionee, the value of 
the optionee's services, his present and potential contributions to the 
success of the Company, the anticipated years of future service of the 
optionee and other relevant factors.

      Administration
      --------------

      The Options are administered either by the Board of Directors of the 
Company or by a committee of not less than three members appointed by the 
Board.  The interpretation and construction of any provisions of the Options 
by the Board or its committee shall be final and conclusive.  Members of the 
Board will receive no compensation for their services in connection with the 
administration of the Options.

      Terms of Options
      ----------------

      The terms of options granted are to be determined by the Board or its 
committee.  Each Option is to be evidenced by a stock option agreement 
between the Company and the employee to whom such Option is granted, and is 
subject to the following additional terms and conditions:

            (a)  Exercise of the Option:  The Board of Directors or its 
      committee have determined that the time period during which Options 
      granted is for a term of five to ten years and will be exercisable in 
      whole or in part at any time during the period.  Unless otherwise 
      provided in any option agreement, any Option granted may be 
      exercisable in whole or in part at any time during the exercise 
      period.  An Option is exercised by giving written notice of exercise 
      to the Company specifying the number of full shares of Common Stock to 
      be purchased and tendering payment of the purchase price to the 
      Company in cash or certified check.


            (b)  Option Price:  The Option price is determined by the Board 
      of Directors or its committee but in no event may the Option price be 
      less than the fair market value on the date of grant.  Such fair 
      market value shall be determined by the Board of Directors and, if the 
      shares of Common Stock are listed on the national securities exchange 
      or traded on the over-the-counter market, the fair market value shall 
      be the mean of the reported bid and asked prices of the Common Stock 
      on such date.  Non-Qualified Options granted to 10% shareholders of 
      the Company are subject to the additional restriction that the Option 
      price must be at least 110% of the fair market value of the Company's 
      Common Stock on the date of grant.

            (c)  Termination of Employment; Death:    If the employment of 
      an optionee is terminated voluntarily by such optionee or for cause, 
      his Option shall expire immediately.  If, however, such employment is 
      terminated otherwise than by death, voluntarily or for cause, the 
      optionee may exercise his Option at any time within three months after 
      such termination.  For the purposes of the Options, retirement 
      pursuant to either a pension or retirement plan adopted by the 
      Company, or at the normal retirement date prescribed from time to time 
      by the Company, is not deemed to be either voluntary termination or a 
      termination for cause.

            In the event an optionee dies (a) while in the employ of the 
      Company or a subsidiary or parent thereof or (b) within three months 
      after the termination of his employment other than voluntarily or for 
      cause, his Option may be exercised by a legatee or legatees of such 
      Option under such optionee's Last Will and Testament or by his 
      personal representatives or distributees at any time within one year 
      after his death.

            In any event, an Option may only be exercised to the extent that 
      it could have been exercised by the optionee at the time of his 
      termination of employment or death.  In no event may an Option be 
      exercised after the expiration of ten years from the date of its 
      grant.

            (d)  Termination of Options:    Unless otherwise provided in the 
      terms of an Option, Options are granted for a period of five to ten 
      years.  No Option can be exercisable by any persons after such 
      expiration. No options can have a term greater than ten years and 
      stock Options granted to holders of more than 10% of the Company's 
      Common Stock may not have a term of more than five years.

            (e)  Nontransferability of Options:    An Option is 
      nontransferable by the optionee, other than by will or the laws of 
      descent and distribution, and is exercisable during the optionee's 
      lifetime only by the person who acquires the right to exercise the 
      Option by bequest or inheritance or by reason of the death of the 
      optionee.

            The Option agreement may contain such other terms, provisions 
      and conditions not inconsistent with the Options as may be determined 
      by the Board of Directors or its committee.

                  TERMINATION; AMENDMENT OR DISCONTINUANCE
                  ----------------------------------------

      The Board of Directors of the Company may from time to time make such 
modifications or amendment of the options as it deems advisable.

      However, termination, modification or amendment of the Plan may 
adversely affect the terms of any outstanding options without the consent of 
the holders of such options.

                  ADJUSTMENTS UPON CHANGES IN COMMON STOCK
                  ----------------------------------------

      In the event that the number of outstanding shares of Common Stock of 
the Company is changed by reason of recapitalization, reclassification, 
stock split, stock dividend, combination, exchange of shares, or the like, 
the Board of Directors of the Company will make an appropriate adjustment in 
the aggregate number of shares of Common Stock available under the Options 
in the number of shares of Common Stock reserved for issuance upon the 
exercise of then outstanding Options and in the exercise prices of such 
Options.  Any adjustment in the number of shares will apply proportionately 
only to the unexercised portion of options.  Fractions of shares resulting 
from any such adjustment shall be revised to the next lower whole number of 
shares.

      In the event of the proposed dissolution, liquidation, merger or sale 
of substantially all of the assets of the Company, all outstanding Options 
will automatically terminate unless otherwise provided by the Board.  The 
Board of Directors or its committee may in its discretion make provisions 
for accelerating the exercisability of shares subject to Options in such 
circumstances.

           CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS
               WITH RESPECT TO THE INCENTIVE STOCK OPTION PLAN

      The following general discussion of the principal tax  considerations 
is based upon the tax laws and regulations of the United States existing as 
of the date hereof, all of which are subject to modification at any time.  
Each participant in the Plan is urged to consult with his or her own tax 
adviser with respect to the tax consequences of the grant or exercise of 
Options Rights and the disposition of shares acquired under the Plan, as 
those consequences relate to the employee's own individual circumstances.  
In particular, the discussion which follows does not apply to person who are 
not citizens or residents of the United States and, therefore, such persons 
are strongly urged to consult with their own tax advisers with respect to 
the tax implications of the grant or exercise of an option and the 
disposition of shares acquired under the laws of the country in which they 
reside or are citizens.

      The Plan does not constitute a qualified retirement plan under Section 
401(a) of the Code (which generally covers trusts forming part of a stock 
bonus, pension or profit-sharing plan funded by the employer and/or employee 
contributions which are designed to provide retirement benefits to 
participants under certain circumstances) and is not subject to the Employer 
Retirement Income Security Act of 1974 (the pension reform law which 
regulates most types of privately funded pension, profit-sharing and other 
employee benefit plans).

      CONSEQUENCES TO KEY EMPLOYEES AND DIRECTORS: INCENTIVE STOCK OPTIONS. 
 No income is recognized for federal income tax purposes by a Grantee at the 
time an Incentive Stock Option is granted, and, except as discussed below, 
no income is recognized by a Grantee upon his or her exercise of an 
Incentive Stock Option.  If the Grantee makes no disposition of the shares 
received upon exercise within two years from the date the option was granted 
and one year from the date the Option is exercised, the Grantee will 
recognize long-term capital gain or loss when he or she disposes of his or 
her shares.  Such gain or loss will be measured by the difference between 
the exercise price of the Option and the amount received for the shares at 
the time of disposition.

      If the Grantee disposes of shares acquired upon exercise of an 
Incentive Stock Option within two years after being granted the option or 
within one year after acquiring the shares, any amount realized from such 
disqualifying disposition will be taxable as ordinary income in the year of 
disposition to the extent that the lesser of (A) the fair market value of 
the shares on the date the Incentive Stock Option was exercised or (B) the 
fair market value at the time of such disposition exceeds the Incentive 
Stock Option exercise price.  Any amount realized upon disposition in excess 
of the fair market value of the shares on the date of exercise will be 
treated as long-term or short-term capital gain, depending upon whether the 
shares have been held for more than one year.

      The use of stock acquired through exercise of an Incentive Stock 
Option to exercise an Incentive Stock Option will constitute a disqualifying 
disposition if the applicable holding period requirement has not been 
satisfied.

      For alternative minimum tax purposes, the excess of the fair market 
value of the stock on the date of exercise over the exercise price of the 
Incentive Stock Option is included in computing alternative minimum taxable 
income.

                               USE OF PROCEEDS
                               ---------------

      Upon the exercise of the 3,084,000 non-qualified stock options, and 
upon the exercise of the 1,000,000 Incentive Stock Options registered 
hereby, the Company will receive gross proceeds of $42,153,125*.  The 
Company intends to use such proceeds for working capital purposes.  The 
Company will not realize any proceeds upon the sale of the shares of Common 
Stock issued or issuable upon the exercise of these stock Options.

                          SELLING SECURITY HOLDERS
                          ------------------------

      The following table lists the Selling Stockholders with respect to the 
shares of Common Stock being registered hereunder; the number of shares 
known to the Company to be held by each as of September 30, 1997; the number 
of stock Options granted to each; the number of shares owned by each as a 
result of the exercise of stock Options; the number of shares to be sold by 
each; and the percentage of outstanding shares of Common Stock to be 
beneficially owned by each before and after the sale of the shares hereby.

      Upon the exercise of the stock options, the Selling Stockholders 
intend to offer the shares for sale as principals for their own accounts at 
any time and from time to time on the NASDAQ/NMS or otherwise, at prices 
prevailing at the time of sale, or in private sales and at prices to be 
negotiated. 

--------------------
*     Assuming the average bid and asked prices as of February 2, 1998, for 
      the 1,000,000 Options subject to grant.

                          Selling Security Holders
                          ------------------------


<TABLE>
<CAPTION>
                      Total          Number of    Number of     Number of                  Percentage of Shares
                      Number of      1989 Non-    1990 Non-     1992 Non-                  of Common Stock
                      Shares of      Qualified    Qualified     Qualified     Aggregate    Beneficially Owned(1)
                      Common Stock   Stock        Stock         Stock         Number of    ---------------------
Selling               Beneficially   Options      Options       Options       Options      Before      After
Stockholders          Owned          Granted      Granted(3)    Granted       Granted      Offering    Offering
----------------------------------------------------------------------------------------------------------------

<S>                    <C>          <C>            <C>          <C>           <C>          <C>          <C>
Scott Rudolph          3,127,315    419,333(3)     900,000      600,000(3)    1,919,333    16.0         --
Harvey Kamil             685,631    221,667(3)     420,000       60,000(3)      701,667     3.6         --
Barry Drucker             98,799                                 40,000          40,000        (2)        (2)
James Flaherty            30,148                                 45,000          45,000        (2)        (2)
Abraham Kleinman          45,000                                 45,000          45,000        (2)        (2)
Jean Palladino            45,000                                 45,000          45,000        (2)        (2)
Abraham Rubenstein        45,000                                 45,000          45,000        (2)        (2)
William Shanahan          45,000                                 45,000          45,000        (2)        (2)
Robert Silverman          45,000                                 45,000          45,000        (2)        (2)
James Taylor              45,000                                 45,000          45,000        (2)        (2)
Bernard G. Owen           31,400     12,000                      12,000          24,000        (2)        (2)
Aram Garabedian           24,000     12,000                      12,000          24,000        (2)        (2)
Murray Daly               22,000     12,000                      12,000          24,000        (2)        (2)
Alfred Sacks              15,000     12,000                      12,000          24,000        (2)        (2)
Glenn Cohen               12,000                                 12,000          24,000        (2)        (2)

--------------------
<F1>  Based upon 20,121,379 shares outstanding as of September 30, 1997.
<F2>  Represents less than 1%.
<F3>  Exercised in full.
<F4>  No options have been granted under the 1998 Incentive Stock Option Plan.

</TABLE>


                            PLAN OF DISTRIBUTION
                            --------------------


      Any shares of Common Stock sold pursuant to this Reoffer Prospectus 
will be sold by the Selling Stockholders for their own account, and they 
will receive all proceeds from any such sales.  The Corporation will receive 
none of the proceeds from the sale of shares which may be offered hereby but 
will receive funds upon the exercise of the options pursuant to which the 
Selling Stockholders will acquire the shares covered by this Reoffer 
Prospectus, which funds, if any, will be used for general corporate 
purposes.  The Selling Stockholders have not advised the Corporation of any 
specific plans for the distribution of the shares of Common Stock covered by 
this Reoffer Prospectus, but, if and when shares are sold, it is anticipated 
that the shares will be sold from time  to time primarily in transactions 
(which may include block transactions), although sales may also be made in 
negotiated transactions or otherwise.  If shares of Common Stock are sold 
through brokers, the Selling Stockholders may pay customary brokerage 
commissions and charges.  The Selling Stockholders may effect such 
transactions by selling shares to or through broker-dealers, and such 
broker-dealers may receive compensation in the form of discounts, 
concessions or commissions from the Selling Stockholders and/or the 
purchasers of shares for whom such broker-dealers may act as agent or to 
whom they may sell as principal, or both (which compensation as to a 
particular broker-dealer might be in excess of customary commissions).  The 
Selling Stockholders and any broker-dealers that act in connection with the 
sale of the shares hereunder might be deemed to be "underwriters" within the 
meaning of Section 2(11) of the Securities Act of 1933, and any commissions 
received by them and any profit on the resale of shares as principal might 
be deemed to be underwriting discounts and commissions under such Act.  
Shares of Common Stock covered by this Reoffer Prospectus also may be sold 
pursuant to Rule 144 under the Securities Act of 1933 rather than pursuant 
to this Reoffer Prospectus.  The Selling Stockholders have been advised that 
they are subject to the applicable provisions of the Securities Exchange Act 
of 1934, including without limitation Rules 10b-5, 10b-6 and 10b-7 
thereunder.

      There can be no assurance that the Selling Stockholders will sell any 
or all of the shares of Common Stock offered hereunder.

                   INCORPORATION OF DOCUMENTS BY REFERENCE
                   ---------------------------------------

      The documents listed in (a) through (c) below are hereby incorporated 
by reference in this Registration Statement on Form S-8; and all documents 
subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 
and 15(d) of the Securities Exchange Act of 1934, prior to the filing of a 
post-effective amendment which indicates that all securities offered have 
been sold or which deregisters all securities then remaining unsold, shall 
be deemed to be incorporated herein by reference in this Registration 
Statement on Form S-8, and shall be a part hereof from the date of the 
filing of such documents.

      (a)   The Registrant's annual report on Form 10-K for the fiscal year 
            ended September 30, 1997.

      (b)   All other reports filed by the Registrant pursuant to Section 
            13(a) or 15(d) of the Securities Exchange Act of 1934 since 
            September 30, 1997.

      (c)   The description of the Registrant's Common Stock contained in 
            reports and Registration Statements filed under the Securities 
            Exchange Act of 1934, including any amendment or report filed for
            the purpose of updating such description.

      All reports hereafter filed by the Company pursuant to Sections 13(a), 
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the 
filing of a post-effective amendment which indicates that all securities 
offered have been sold or which deregisters all securities then remaining 
unsold, shall be deemed to be incorporated herein by reference and to be a 
part hereof from the date of filing of such documents.

      Any statement contained in a document incorporated by reference herein 
shall be deemed to be modified or superseded for purposes of this 
registration statement to the extent that a statement contained herein or in 
any other subsequently filed document which is also incorporated by 
reference herein modifies or supersedes such statement.  Any statement so 
modified or superseded shall not be deemed, except as modified or 
superseded, to constitute a part of this registration statement.

                                   EXPERTS
                                   -------

      The consolidated balance sheets as of September 30, 1997 and 1996 and 
the consolidated statements of income, cash flows, stockholders' equity and 
the financial statement schedule for each of the three years in the period 
ended September 30, 1997, incorporated by reference in this Registration 
Statement, have been incorporated herein in reliance on the report of 
Coopers & Lybrand L.L.P., independent accountants, given on the authority of 
that firm as experts in accounting and auditing.

                                LEGAL OPINION
                                -------------

      The legality of the Securities being offered hereby is being passed 
upon by Michael C. Duban, P.C., 81 Main Street, Suite 205, White Plains, New 
York 10601, general counsel to the Company.  Michael C. Duban is a 
shareholder of the Company.



                                   PART II

             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
             --------------------------------------------------


ITEM 3.  Incorporation of Certain Documents by Reference.
---------------------------------------------------------

      The documents listed in (a) through (c) below are hereby incorporated 
by reference in this Registration Statement on Form S-8; and all documents 
subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 
and 15(d) of the Securities Exchange Act of 1934, prior to the filing of a 
post-effective amendment which indicates that all securities offered have 
been sold or which deregisters all securities then remaining unsold, shall 
be deemed to be incorporated herein by reference in this Registration 
Statement on Form S-8, and shall be a part hereof from the date of the 
filing of such documents.

      (a)   The Registrant's annual report on Form 10-K for the fiscal year 
            ended September 30, 1997.

      (b)   All other reports filed by the Registrant pursuant to Section 
            13(a) or 15(d) of the Securities Exchange Act of 1934 since 
            September 30, 1997.

      (c)   The description of the Registrant's Common Stock contained in 
            Registration Statements filed under the Securities Exchange Act 
            of 1934, including any amendment or report filed for the purpose 
            of updating such description.

ITEM 4.  Description of Securities.
-----------------------------------

      Not Applicable.

ITEM 5.  Interest of Named Experts and Counsel.
-----------------------------------------------

      Not Applicable.

ITEM 6.  Indemnification of Directors and Officers.
---------------------------------------------------

      Reference is made to the Company's Certificate of Incorporation, and 
to Section 145 of the General Corporation Law for the State of Delaware 
("DGCL").  Section 145 of the DGCL authorizes a corporation to provide 
indemnification against expenses (including attorney's fees), judgments, 
fines and amounts paid in settlement actually and reasonably incurred, in 
non-derivative actions, suits or proceedings brought by third parties to an 
officer, director, employee or agent of the corporation, if such party acted 
in good faith and in a manner he reasonably believed to be in or not opposed 
to the best interests of the corporation, and with respect to any criminal 
action or proceeding, had no reasonable cause to believe his conduct was 
unlawful as determined in accordance with the statute.

      In a derivative action, i.e., one by or in the right of the 
corporation, indemnification may be made only for expenses actually and 
reasonably incurred by directors, officers, employees or agents in 
connection with the defense or settlement of an action or suit, and only 
with respect to a matter as to which they shall have acted in good faith and 
in a manner they reasonably believed to be in or not opposed to the best 
interest of the corporation, except that no indemnification shall be made if 
such person shall have been adjudged liable to the corporation, unless and 
only to the extent that the Court in which the action or suit was brought 
shall determine upon application that the defendant directors, officers, 
employees or agents are fairly and reasonably entitled to indemnity for such 
expenses despite such adjudication of liability.

      The Company maintains officers and directors liability insurance.  
Further, the Company has agreed to indemnify all directors and officers of 
the Company for any claims made against them, subject to the following 
conditions.  Such indemnification will not extend to certain claims, 
including claims based upon or attributable to the indemnitee's gaining 
personal profit or advantage to which he is not legally entitled, claims 
brought or contributed to by the dishonesty of the indemnitee and claims 
under Section 16(b) of the Securities Exchange Act of 1934 for an accounting 
of profits resulting from the purchase or sale by the indemnitee of the 
Company's securities.  Notwithstanding the foregoing, and insofar as 
indemnification for liabilities arising under the Securities Act of 1933, as 
amended (the "Act") may be permitted to directors, officers or personnel 
controlling the Company, in the opinion of the Securities and Exchange 
Commission, such indemnification is against  public policy as expressed in 
the Act and is therefore unenforceable.  In the event that a claim for 
indemnification against such liabilities (other than the payment by the 
Company if expenses incurred or paid by a director, officer or a controlling 
person of the Company in a successful defense of any action, suit or 
proceeding) is asserted by such director, officer or controlling person for 
liabilities arising under the Act in connection with the securities being 
registered hereunder, the Company will, unless in the opinion of its 
counsel, the issue has been settled by controlling precedent, submit to a 
court or appropriate jurisdiction the issue as to whether such 
indemnification by it is against public policy as expressed in the Act and 
will comply with the final adjudication of such issue.

      Insofar as indemnification for liabilities arising under the 
Securities Act of 1933 may be permitted to directors, officers, and 
controlling persons of the Registrant pursuant to the foregoing provisions, 
or otherwise, the Registrant has been advised in the opinion of the 
Securities and Exchange Commission such indemnification is against public 
policy as expressed in the 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 as to whether such indemnification by it is 
against public policy as expressed in the Act and will be governed by the 
final adjudication of such issue. 

ITEM 7.  Exemption From Registration Claimed.
---------------------------------------------

      The Non-Qualified Stock Options and the Incentive Stock Options and 
the shares of Common Stock issued upon the exercise of certain of such 
options, which are being registered herein, were issued without registration 
under the Securities Act of 1933, as amended, in accordance with the 
exemption, from registration contained in Section 4(2) of such Act.

ITEM 8.  Exhibits.
------------------

Exhibit Number
--------------

4.1(i)            1989, 1990 and 1992 Non-Qualified Stock Options.*

4.1(ii)           1998 Incentive Stock Option Plan

5.                Opinion of Michael C. Duban, P.C, as to the legality of 
                  the Securities being offered hereunder.

24.1              The consent of Michael C. Duban, P.C. is included in its 
                  opinion filed as Exhibit 5 to the Registration Statement.

24.2              Consent of Coopers & Lybrand L.L.P., independent 
                  accountants.

*                 Previously filed and incorporated herein by reference.

ITEM 9.  Undertakings.
----------------------

      1.  The undersigned Registrant hereby undertakes 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.  The undersigned Registrant hereby undertakes that, for the purpose 
of determining any liability under the Securities Act of 1933, 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 that time shall be deemed to be the initial bona fide offering 
thereof.

      3.  The undersigned Registrant hereby undertakes to remove from 
registration by means of a post-effective amendment any of the securities 
being registered which remain unsold at the termination of the offering.

      4.  The undersigned Registrant hereby undertakes that for purposes of 
determining any liability under the Securities Act of 1933, each filing of 
the Registrant's annual report pursuant to Section 13(a) or 15(d) of the 
Securities Exchange Act of 1934 and, where applicable, each filing of an 
employee benefit plan's annual report pursuant to Section 15(d) of the 
Securities Exchange Act of 1934 that is incorporated by reference in the 
registration statement shall be deemed to be a new registration statement 
related to the securities offered therein, and the offering of such 
securities at such time shall be deemed to be the initial bona fide offering 
thereof.



                                 SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the 
registrant certifies that it has reasonable grounds to believe that it meets 
the requirement for filing on Form S-8 and the registrant has duly caused 
this Registration Statement to be signed on its behalf by the undersigned, 
thereunto duly authorized in Bohemia, New York on December __, 199_.

Dated: February, 1998             By:  /s/ Scott Rudolph
       --------------                  -----------------------------------
                                       Scott Rudolph
                                       President, Chief Executive Officer

Dated: February, 1998             By:  /s/ Harvey Kamil
       --------------                  -----------------------------------
                                       Harvey Kamil
                                       Executive Vice President and
                                       Chief Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1933, this 
report has been signed below by the following persons on behalf of the 
registrant and in the capacities and on the dates indicated.

Dated: February, 1998             By:  /s/ Scott Rudolph
       --------------                  -----------------------------------
                                       Scott Rudolph
                                       Chairman, President and
                                       Chief Executive Officer

Dated: February, 1998             By:  /s/ Arthur Rudolph
       --------------                  -----------------------------------
                                       Arthur Rudolph, Director

Dated: February, 1998             By:  /s/ Aram Garabedian
       --------------                  -----------------------------------
                                       Aram Garabedian, Director

Dated: February, 1998             By:  /s/ Bernard G. Owen
       --------------                  -----------------------------------
                                       Bernard G. Owen, Director

Dated: February, 1998             By:  /s/ Alfred Sacks
       --------------                  -----------------------------------
                                       Alfred Sacks, Director

Dated: February, 1998             By:  /s/ Murray Daly
       --------------                  -----------------------------------
                                       Murray Daly, Director

Dated: February, 1998             By:  /s/ Glenn Cohen
       --------------                  -----------------------------------
                                       Glenn Cohen, Director

Dated: February, 1998             By:  /s/ Bud Solk
       --------------                  -----------------------------------
                                       Bud Solk, Director

Dated: February, 1998             By:  /s/ Nathan Rosenblatt
       --------------                  -----------------------------------
                                       Nathan Rosenblatt, Director
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 48757}]
{"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": "333-47221", "film-number": "98556491"}, "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 __, 1998
                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549
                                  FORM S-8
                           REGISTRATION STATEMENT
                      UNDER THE SECURITIES ACT OF 1933
                                 NBTY, INC.
                      (Formerly NATURE'S BOUNTY, 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)

     1989 Non-Qualified Stock Options,1990 Non-Qualified Stock Options,
     ------------------------------------------------------------------
      1992 Non-Qualified Stock Options,1998 Incentive Stock Option Plan
      -----------------------------------------------------------------
                            (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)    Per Share           Price                  Fee(2)
_________________________________________________________________________________________________
1989 Non-Qualified Stock
Options: each Option to
purchase one share of
Common Stock                    689,000          $ 0.50             $   344,500        $    99.90

1990 Non-Qualified Stock
Options; each Option to
purchase one share
of Common Stock               1,320,000          $ 0.625            $   825,000        $   239.25

1992 Non-Qualified Stock
Options; each Option
to purchase one share
of Common Stock               1,075,000          $ 0.915            $   983,625        $   285.25

1998 Incentive Stock 
Options: each Option
to purchase one share 
of Common Stock               1,000,000          $40.00             $40,000,000        $11,816.00
_________________________________________________________________________________________________
TOTAL                                                               $42,153,125        $12,440.40

____________________
The amount being registered represents an aggregate of 4,084,000 
      shares of Common Stock issued or issuable upon the exercise of 
      4,084,000 outstanding non-qualified stock options granted to Directors 
      and Officers of the Registrant.  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).
EXPLANATORY NOTE

      The information required by Items 1 and 2 of Part I of Form S-8 to be 
contained in the Section 10(a) prospectus is omitted from this Registration 
Statement in accordance with Rule 428 of the Securities Act of 1933, as 
amended, and the Note to Part I of Form S-8.

      Included in Part I of this Registration Statement on Form S-8 is a 
reoffer prospectus concerning reoffers and resales of certain of the shares 
of Common Stock registered hereby, which is filed in reliance on General 
Instruction C to Form S-8.

                                   PART I
            INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

Note:  The documents containing the information specified in this Part I 
will be sent or given to employees as specified by Rule 428(b)(l) 
promulgated under the Securities Act of 1933, as amended (the "Act").  Such 
documents need not be filed with the Securities and Exchange Commission (the 
"Commission") either as part of this Registration Statement or as 
prospectuses or prospectus supplements pursuant to Rule 424 under the Act.  
These documents and the documents incorporated by reference in this 
Registration Statement pursuant to Item 3 of Part II of this Form S-8, taken 
together, constitute a prospectus that meets the requirements of Section 
10(a) of the Act.

      This Registration Statement on Form S-8 of NBTY, Inc., a Delaware 
corporation (the "Registrant") covers 4,084,000 shares of the Registrant's 
common stock, par value $.008 per share (the "Common Stock") issued or, 
reserved for issuance under the 1989, 1990, 1992 and 1998 Stock Plans.

                 Reoffer Prospectus dated February __, 1998
                              4,084,000 Shares
                                 NBTY, INC.
                                Common Stock
                              ($.008 Par Value)
                         ___________________________
                      1989 NON-QUALIFIED STOCK OPTIONS
                      1990 NON-QUALIFIED STOCK OPTIONS
                      1992 NON-QUALIFIED STOCK OPTIONS
                      1998 INCENTIVE STOCK OPTION PLAN

      This Prospectus is being used in connection with the offering, from 
time to time, by certain stockholders who may be deemed to be affiliates 
("Selling Stockholders") of NBTY, Inc. (the "Company") of shares of Common 
Stock of the Company (the "Shares"), issued or issuable upon the exercise of 
a like number of non-qualified stock options granted to certain Officers and 
Directors of the Company pursuant to the Company's 1989, 1990, 1992 Non-
Qualified Stock Options and 1998 Incentive Stock Option Plan (collectively 
the "Options").  These persons may offer these Shares, upon exercise of the 
Options, for sale as principals for their own accounts at any time and from 
time to time on the NASDAQ/NMS or otherwise at prices prevailing at the time 
of sale or in private sales and at prices to be negotiated.  The Officers 
and Directors, upon exercise of the Options and sale of the shares of Common 
Stock, receive the entire proceeds from such sale (see "Selling Security 
Holders").  The Company will not receive any of the proceeds from the sale 
of the Shares, but will receive funds upon the exercise of the Options.  All 
of the Selling Security Holders are Officers and/or Directors of the Company 
and may be deemed to be affiliates of the Company as that term is defined 
under Rule 405 of the Securities Act of 1933, as amended.
        ____________________________________________________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND 
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR 
ADEQUACY OF THIS PROSPECTUS.  ANY REPRESENTATION TO THE CONTRARY IS A 
CRIMINAL OFFENSE.
        ____________________________________________________________
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY 
REPRESENTATION OTHER THAN AS CONTAINED HEREIN IN CONNECTION WITH THE OFFER 
CONTAINED IN THIS PROSPECTUS, AND IF GIVEN OR MADE, SUCH INFORMATION OR 
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE 
COMPANY OR ANY PERSON.  NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE 
HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE 
HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF.  
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER OR SOLICITATION BY ANYONE IN 
ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION MAY NOT BE LAWFULLY 
MADE.

              The Date of this Prospectus is February __, 1998

                              TABLE OF CONTENTS
                              -----------------

                                                                     Page
                                                                     ----

The Company ......................................................     2

Available Information ............................................     2

1989, 1990, 1992 Non-Qualified Stock
Options and 1998 Incentive Stock Option Plan .....................     2

Use of Proceeds ..................................................     5

Selling Security Holders .........................................     6

Plan of Distribution .............................................     7

Incorporation of Certain Documents by Reference ..................     7

Experts ..........................................................     8

Legal Opinion ....................................................     8

                                 THE COMPANY
                                 -----------

      NBTY, Inc. (the "Company"), collectively with its subsidiaries is a 
manufacturer and marketer of nutritional supplements in the United States.  
It sells more than 500 products consisting of vitamins and other nutritional 
supplements such as minerals, amino acids and herbs.  Vitamins, minerals and 
amino acids are sold as a single vitamin and in multi-vitamin combinations 
and in varying potency levels in powder, tablet, soft gel, chewable, and 
hard shell capsule form.  The Company's branded products are sold by 
independent and chain pharmacies, wholesalers-retailers, supermarkets, 
health food stores and by direct mail.

      In August, 1997, NBTY acquired Holland & Barrett ("H&B"), one of the 
leading nutritional supplement retailers in the United Kingdom which 
presently has 420 locations.  Prior to the acquisition by NBTY, H&B marketed 
a broad line of nutritional supplement products, including vitamins, 
minerals and other nutritional supplements (approximately 58% of H&B's 
revenues for its fiscal year 1997) and food products, including fruits and 
nuts, confectionery and other items (approximately 42% of H&B's revenues for 
its fiscal year 1997).

                            AVAILABLE INFORMATION
                            ---------------------

      NBTY, Inc., formerly Nature's Bounty, Inc. (herein referred to both as 
the "Registrant" and as the "Company"), has filed with the Securities and 
Exchange Commission (the "Commission"), Washington, D.C., a Registration 
Statement on Form S-8 (the "Registration Statement") under the Securities 
Act of 1933, as amended (the "Securities Act"), with respect to the 
securities described in this document.  This document does not contain all 
the information set forth in the Registration Statement, certain items of 
which are contained in schedules and exhibits to the Registration Statement, 
as permitted by the rules and regulations of the Commission.

      The Company is subject to the informational requirements of the 
Securities Exchange Act of 1934 and, in accordance therewith, files reports 
and other information with the Securities and Exchange Commission (the 
"Commission").  Reports, proxy and information statements and other 
information concerning the Company can be inspected and copied at the public 
reference facilities maintained by the Commission at 450 Fifth Street, N.W., 
Washington, D.C. 20549; Room 1204, Everett McKinley Dirksen Building, 219 
South Dearborn Street, Chicago, Illinois 60604; Room 1100, 75 Park Place, 
New York, New York 10007; 411 West Seventh Street, Fort Worth, Texas 76102, 
8th Floor; and 5757 Wilshire Boulevard, Suite 500 East, Los Angeles, 
California, 90036-3648.  Copies of any such material can be obtained from 
the Public Reference Section of the Commission, Washington, D.C. 20549 at 
prescribed rates.

      The Company will provide without charge to each person to whom a 
Prospectus is delivered, upon written or oral request of such person, a copy 
of any and all of the information that has been incorporated herein by 
reference (not including any exhibits thereto).  Such requests should be 
made to the Corporate Secretary, NBTY, Inc., 90 Orville Drive, Bohemia, New 
York 11716, telephone number (516)567-9500.

                      1989 NON-QUALIFIED STOCK OPTIONS
                      1990 NON-QUALIFIED STOCK OPTIONS
                      1992 NON-QUALIFIED STOCK OPTIONS
                      1998 INCENTIVE STOCK OPTION PLAN

      General Information.  In December, 1989, September, 1990 and March, 
1992, the Company issued 689,000, 1,320,000 and 1,075,000 Non-Qualified 
Stock Options, respectively, to certain Officers and Directors.  Pursuant 
thereto, options to purchase an aggregate of 3,084,000 shares of Common 
Stock, $.008 par value per share (the "Common Stock"), were granted to 
Directors and Officers of the Company.  The 3,084,000 shares of Common Stock 
subject to options were reserved for issuance upon exercise of the options 
granted.

      On October 31, 1997, the Board of Directors authorized, subject to 
approval of stockholders, an Incentive Stock Option Plan whereby options for 
the issuance of 1,000,000 shares of common stock may be issued to officers, 
directors and affiliates.

      The purpose of the Plans is to advance the interests of the 
Corporation by encouraging and enabling the acquisition of a larger personal 
proprietary interest in the Corporation by directors and key employees and 
affiliates of the Corporation and its Subsidiaries upon whose judgment and 
keen interest the Corporation is largely dependent for the successful 
conduct of its operations and by providing such directors and key employees 
with incentives to put forth maximum efforts for the success of the 
Corporation's business.  It is anticipated that the acquisition of such 
proprietary interest in the Corporation and such incentives will stimulate 
the efforts of such directors, key employees and affiliates on behalf of the 
Corporation and its Subsidiaries and strengthen their desire to remain with 
the Corporation and its Subsidiaries.  It is also expected that such 
incentives and the opportunity to acquire such proprietary interest will 
enable the Corporation and its Subsidiaries to attract desirable personnel.

      Neither the Plan nor any of the Option Agreements (i) is subject to 
any of the provisions of the Employee Retirement Income Security Act of 
1974, or (ii) is a "qualified plan" under Section 401(a) of the Internal 
Revenue Code of 1954, as amended (the "Code").

      Summary of the Options
      ----------------------

      The following is a brief summary of the provisions of the Options.

      The Options provide that they may be granted to employees (including 
Officers and Directors) of the Company and its subsidiaries, all of whom are 
eligible to participate.  The Board of Directors or a committee appointed by 
the Board will select the optionees and determine the number of shares to be 
subject to each option.  In making such determination, there will be taken 
into account the duties and responsibilities of the optionee, the value of 
the optionee's services, his present and potential contributions to the 
success of the Company, the anticipated years of future service of the 
optionee and other relevant factors.

      Administration
      --------------

      The Options are administered either by the Board of Directors of the 
Company or by a committee of not less than three members appointed by the 
Board.  The interpretation and construction of any provisions of the Options 
by the Board or its committee shall be final and conclusive.  Members of the 
Board will receive no compensation for their services in connection with the 
administration of the Options.

      Terms of Options
      ----------------

      The terms of options granted are to be determined by the Board or its 
committee.  Each Option is to be evidenced by a stock option agreement 
between the Company and the employee to whom such Option is granted, and is 
subject to the following additional terms and conditions:

            (a)  Exercise of the Option:  The Board of Directors or its 
      committee have determined that the time period during which Options 
      granted is for a term of five to ten years and will be exercisable in 
      whole or in part at any time during the period.  Unless otherwise 
      provided in any option agreement, any Option granted may be 
      exercisable in whole or in part at any time during the exercise 
      period.  An Option is exercised by giving written notice of exercise 
      to the Company specifying the number of full shares of Common Stock to 
      be purchased and tendering payment of the purchase price to the 
      Company in cash or certified check.

            (b)  Option Price:  The Option price is determined by the Board 
      of Directors or its committee but in no event may the Option price be 
      less than the fair market value on the date of grant.  Such fair 
      market value shall be determined by the Board of Directors and, if the 
      shares of Common Stock are listed on the national securities exchange 
      or traded on the over-the-counter market, the fair market value shall 
      be the mean of the reported bid and asked prices of the Common Stock 
      on such date.  Non-Qualified Options granted to 10% shareholders of 
      the Company are subject to the additional restriction that the Option 
      price must be at least 110% of the fair market value of the Company's 
      Common Stock on the date of grant.

            (c)  Termination of Employment; Death:    If the employment of 
      an optionee is terminated voluntarily by such optionee or for cause, 
      his Option shall expire immediately.  If, however, such employment is 
      terminated otherwise than by death, voluntarily or for cause, the 
      optionee may exercise his Option at any time within three months after 
      such termination.  For the purposes of the Options, retirement 
      pursuant to either a pension or retirement plan adopted by the 
      Company, or at the normal retirement date prescribed from time to time 
      by the Company, is not deemed to be either voluntary termination or a 
      termination for cause.

            In the event an optionee dies (a) while in the employ of the 
      Company or a subsidiary or parent thereof or (b) within three months 
      after the termination of his employment other than voluntarily or for 
      cause, his Option may be exercised by a legatee or legatees of such 
      Option under such optionee's Last Will and Testament or by his 
      personal representatives or distributees at any time within one year 
      after his death.

            In any event, an Option may only be exercised to the extent that 
      it could have been exercised by the optionee at the time of his 
      termination of employment or death.  In no event may an Option be 
      exercised after the expiration of ten years from the date of its 
      grant.

            (d)  Termination of Options:    Unless otherwise provided in the 
      terms of an Option, Options are granted for a period of five to ten 
      years.  No Option can be exercisable by any persons after such 
      expiration. No options can have a term greater than ten years and 
      stock Options granted to holders of more than 10% of the Company's 
      Common Stock may not have a term of more than five years.

            (e)  Nontransferability of Options:    An Option is 
      nontransferable by the optionee, other than by will or the laws of 
      descent and distribution, and is exercisable during the optionee's 
      lifetime only by the person who acquires the right to exercise the 
      Option by bequest or inheritance or by reason of the death of the 
      optionee.

            The Option agreement may contain such other terms, provisions 
      and conditions not inconsistent with the Options as may be determined 
      by the Board of Directors or its committee.

                  TERMINATION; AMENDMENT OR DISCONTINUANCE
                  ----------------------------------------

      The Board of Directors of the Company may from time to time make such 
modifications or amendment of the options as it deems advisable.

      However, termination, modification or amendment of the Plan may 
adversely affect the terms of any outstanding options without the consent of 
the holders of such options.

                  ADJUSTMENTS UPON CHANGES IN COMMON STOCK
                  ----------------------------------------

      In the event that the number of outstanding shares of Common Stock of 
the Company is changed by reason of recapitalization, reclassification, 
stock split, stock dividend, combination, exchange of shares, or the like, 
the Board of Directors of the Company will make an appropriate adjustment in 
the aggregate number of shares of Common Stock available under the Options 
in the number of shares of Common Stock reserved for issuance upon the 
exercise of then outstanding Options and in the exercise prices of such 
Options.  Any adjustment in the number of shares will apply proportionately 
only to the unexercised portion of options.  Fractions of shares resulting 
from any such adjustment shall be revised to the next lower whole number of 
shares.

      In the event of the proposed dissolution, liquidation, merger or sale 
of substantially all of the assets of the Company, all outstanding Options 
will automatically terminate unless otherwise provided by the Board.  The 
Board of Directors or its committee may in its discretion make provisions 
for accelerating the exercisability of shares subject to Options in such 
circumstances.

           CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS
               WITH RESPECT TO THE INCENTIVE STOCK OPTION PLAN

      The following general discussion of the principal tax  considerations 
is based upon the tax laws and regulations of the United States existing as 
of the date hereof, all of which are subject to modification at any time.  
Each participant in the Plan is urged to consult with his or her own tax 
adviser with respect to the tax consequences of the grant or exercise of 
Options Rights and the disposition of shares acquired under the Plan, as 
those consequences relate to the employee's own individual circumstances.  
In particular, the discussion which follows does not apply to person who are 
not citizens or residents of the United States and, therefore, such persons 
are strongly urged to consult with their own tax advisers with respect to 
the tax implications of the grant or exercise of an option and the 
disposition of shares acquired under the laws of the country in which they 
reside or are citizens.

      The Plan does not constitute a qualified retirement plan under Section 
401(a) of the Code (which generally covers trusts forming part of a stock 
bonus, pension or profit-sharing plan funded by the employer and/or employee 
contributions which are designed to provide retirement benefits to 
participants under certain circumstances) and is not subject to the Employer 
Retirement Income Security Act of 1974 (the pension reform law which 
regulates most types of privately funded pension, profit-sharing and other 
employee benefit plans).

      CONSEQUENCES TO KEY EMPLOYEES AND DIRECTORS: INCENTIVE STOCK OPTIONS. 
 No income is recognized for federal income tax purposes by a Grantee at the 
time an Incentive Stock Option is granted, and, except as discussed below, 
no income is recognized by a Grantee upon his or her exercise of an 
Incentive Stock Option.  If the Grantee makes no disposition of the shares 
received upon exercise within two years from the date the option was granted 
and one year from the date the Option is exercised, the Grantee will 
recognize long-term capital gain or loss when he or she disposes of his or 
her shares.  Such gain or loss will be measured by the difference between 
the exercise price of the Option and the amount received for the shares at 
the time of disposition.

      If the Grantee disposes of shares acquired upon exercise of an 
Incentive Stock Option within two years after being granted the option or 
within one year after acquiring the shares, any amount realized from such 
disqualifying disposition will be taxable as ordinary income in the year of 
disposition to the extent that the lesser of (A) the fair market value of 
the shares on the date the Incentive Stock Option was exercised or (B) the 
fair market value at the time of such disposition exceeds the Incentive 
Stock Option exercise price.  Any amount realized upon disposition in excess 
of the fair market value of the shares on the date of exercise will be 
treated as long-term or short-term capital gain, depending upon whether the 
shares have been held for more than one year.

      The use of stock acquired through exercise of an Incentive Stock 
Option to exercise an Incentive Stock Option will constitute a disqualifying 
disposition if the applicable holding period requirement has not been 
satisfied.

      For alternative minimum tax purposes, the excess of the fair market 
value of the stock on the date of exercise over the exercise price of the 
Incentive Stock Option is included in computing alternative minimum taxable 
income.

                               USE OF PROCEEDS
                               ---------------

      Upon the exercise of the 3,084,000 non-qualified stock options, and 
upon the exercise of the 1,000,000 Incentive Stock Options registered 
hereby, the Company will receive gross proceeds of $42,153,125*.  The 
Company intends to use such proceeds for working capital purposes.  The 
Company will not realize any proceeds upon the sale of the shares of Common 
Stock issued or issuable upon the exercise of these stock Options.

                          SELLING SECURITY HOLDERS
                          ------------------------

      The following table lists the Selling Stockholders with respect to the 
shares of Common Stock being registered hereunder; the number of shares 
known to the Company to be held by each as of September 30, 1997; the number 
of stock Options granted to each; the number of shares owned by each as a 
result of the exercise of stock Options; the number of shares to be sold by 
each; and the percentage of outstanding shares of Common Stock to be 
beneficially owned by each before and after the sale of the shares hereby.

      Upon the exercise of the stock options, the Selling Stockholders 
intend to offer the shares for sale as principals for their own accounts at 
any time and from time to time on the NASDAQ/NMS or otherwise, at prices 
prevailing at the time of sale, or in private sales and at prices to be 
negotiated. 

--------------------
*     Assuming the average bid and asked prices as of February 2, 1998, for 
      the 1,000,000 Options subject to grant.

                          Selling Security Holders
                          ------------------------
Total          Number of    Number of     Number of                  Percentage of Shares
                      Number of      1989 Non-    1990 Non-     1992 Non-                  of Common Stock
                      Shares of      Qualified    Qualified     Qualified     Aggregate    Beneficially Owned(1)
                      Common Stock   Stock        Stock         Stock         Number of    ---------------------
Selling               Beneficially   Options      Options       Options       Options      Before      After
Stockholders          Owned          Granted      Granted(3)    Granted       Granted      Offering    Offering
----------------------------------------------------------------------------------------------------------------
Scott Rudolph          3,127,315    419,333(3)     900,000      600,000(3)    1,919,333    16.0         --
Harvey Kamil             685,631    221,667(3)     420,000       60,000(3)      701,667     3.6         --
Barry Drucker             98,799                                 40,000          40,000        (2)        (2)
James Flaherty            30,148                                 45,000          45,000        (2)        (2)
Abraham Kleinman          45,000                                 45,000          45,000        (2)        (2)
Jean Palladino            45,000                                 45,000          45,000        (2)        (2)
Abraham Rubenstein        45,000                                 45,000          45,000        (2)        (2)
William Shanahan          45,000                                 45,000          45,000        (2)        (2)
Robert Silverman          45,000                                 45,000          45,000        (2)        (2)
James Taylor              45,000                                 45,000          45,000        (2)        (2)
Bernard G. Owen           31,400     12,000                      12,000          24,000        (2)        (2)
Aram Garabedian           24,000     12,000                      12,000          24,000        (2)        (2)
Murray Daly               22,000     12,000                      12,000          24,000        (2)        (2)
Alfred Sacks              15,000     12,000                      12,000          24,000        (2)        (2)
Glenn Cohen               12,000                                 12,000          24,000        (2)        (2)

--------------------
Based upon 20,121,379 shares outstanding as of September 30, 1997.
Represents less than 1%.
Exercised in full.
No options have been granted under the 1998 Incentive Stock Option Plan.
PLAN OF DISTRIBUTION
                            --------------------

      Any shares of Common Stock sold pursuant to this Reoffer Prospectus 
will be sold by the Selling Stockholders for their own account, and they 
will receive all proceeds from any such sales.  The Corporation will receive 
none of the proceeds from the sale of shares which may be offered hereby but 
will receive funds upon the exercise of the options pursuant to which the 
Selling Stockholders will acquire the shares covered by this Reoffer 
Prospectus, which funds, if any, will be used for general corporate 
purposes.  The Selling Stockholders have not advised the Corporation of any 
specific plans for the distribution of the shares of Common Stock covered by 
this Reoffer Prospectus, but, if and when shares are sold, it is anticipated 
that the shares will be sold from time  to time primarily in transactions 
(which may include block transactions), although sales may also be made in 
negotiated transactions or otherwise.  If shares of Common Stock are sold 
through brokers, the Selling Stockholders may pay customary brokerage 
commissions and charges.  The Selling Stockholders may effect such 
transactions by selling shares to or through broker-dealers, and such 
broker-dealers may receive compensation in the form of discounts, 
concessions or commissions from the Selling Stockholders and/or the 
purchasers of shares for whom such broker-dealers may act as agent or to 
whom they may sell as principal, or both (which compensation as to a 
particular broker-dealer might be in excess of customary commissions).  The 
Selling Stockholders and any broker-dealers that act in connection with the 
sale of the shares hereunder might be deemed to be "underwriters" within the 
meaning of Section 2(11) of the Securities Act of 1933, and any commissions 
received by them and any profit on the resale of shares as principal might 
be deemed to be underwriting discounts and commissions under such Act.  
Shares of Common Stock covered by this Reoffer Prospectus also may be sold 
pursuant to Rule 144 under the Securities Act of 1933 rather than pursuant 
to this Reoffer Prospectus.  The Selling Stockholders have been advised that 
they are subject to the applicable provisions of the Securities Exchange Act 
of 1934, including without limitation Rules 10b-5, 10b-6 and 10b-7 
thereunder.

      There can be no assurance that the Selling Stockholders will sell any 
or all of the shares of Common Stock offered hereunder.

                   INCORPORATION OF DOCUMENTS BY REFERENCE
                   ---------------------------------------

      The documents listed in (a) through (c) below are hereby incorporated 
by reference in this Registration Statement on Form S-8; and all documents 
subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 
and 15(d) of the Securities Exchange Act of 1934, prior to the filing of a 
post-effective amendment which indicates that all securities offered have 
been sold or which deregisters all securities then remaining unsold, shall 
be deemed to be incorporated herein by reference in this Registration 
Statement on Form S-8, and shall be a part hereof from the date of the 
filing of such documents.

      (a)   The Registrant's annual report on Form 10-K for the fiscal year 
            ended September 30, 1997.

      (b)   All other reports filed by the Registrant pursuant to Section 
            13(a) or 15(d) of the Securities Exchange Act of 1934 since 
            September 30, 1997.

      (c)   The description of the Registrant's Common Stock contained in 
            reports and Registration Statements filed under the Securities 
            Exchange Act of 1934, including any amendment or report filed for
            the purpose of updating such description.

      All reports hereafter filed by the Company pursuant to Sections 13(a), 
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the 
filing of a post-effective amendment which indicates that all securities 
offered have been sold or which deregisters all securities then remaining 
unsold, shall be deemed to be incorporated herein by reference and to be a 
part hereof from the date of filing of such documents.

      Any statement contained in a document incorporated by reference herein 
shall be deemed to be modified or superseded for purposes of this 
registration statement to the extent that a statement contained herein or in 
any other subsequently filed document which is also incorporated by 
reference herein modifies or supersedes such statement.  Any statement so 
modified or superseded shall not be deemed, except as modified or 
superseded, to constitute a part of this registration statement.

                                   EXPERTS
                                   -------

      The consolidated balance sheets as of September 30, 1997 and 1996 and 
the consolidated statements of income, cash flows, stockholders' equity and 
the financial statement schedule for each of the three years in the period 
ended September 30, 1997, incorporated by reference in this Registration 
Statement, have been incorporated herein in reliance on the report of 
Coopers & Lybrand L.L.P., independent accountants, given on the authority of 
that firm as experts in accounting and auditing.

                                LEGAL OPINION
                                -------------

      The legality of the Securities being offered hereby is being passed 
upon by Michael C. Duban, P.C., 81 Main Street, Suite 205, White Plains, New 
York 10601, general counsel to the Company.  Michael C. Duban is a 
shareholder of the Company.

                                   PART II

             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
             --------------------------------------------------

ITEM 3.  Incorporation of Certain Documents by Reference.
---------------------------------------------------------

      The documents listed in (a) through (c) below are hereby incorporated 
by reference in this Registration Statement on Form S-8; and all documents 
subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 
and 15(d) of the Securities Exchange Act of 1934, prior to the filing of a 
post-effective amendment which indicates that all securities offered have 
been sold or which deregisters all securities then remaining unsold, shall 
be deemed to be incorporated herein by reference in this Registration 
Statement on Form S-8, and shall be a part hereof from the date of the 
filing of such documents.

      (a)   The Registrant's annual report on Form 10-K for the fiscal year 
            ended September 30, 1997.

      (b)   All other reports filed by the Registrant pursuant to Section 
            13(a) or 15(d) of the Securities Exchange Act of 1934 since 
            September 30, 1997.

      (c)   The description of the Registrant's Common Stock contained in 
            Registration Statements filed under the Securities Exchange Act 
            of 1934, including any amendment or report filed for the purpose 
            of updating such description.

ITEM 4.  Description of Securities.
-----------------------------------

      Not Applicable.

ITEM 5.  Interest of Named Experts and Counsel.
-----------------------------------------------

      Not Applicable.

ITEM 6.  Indemnification of Directors and Officers.
---------------------------------------------------

      Reference is made to the Company's Certificate of Incorporation, and 
to Section 145 of the General Corporation Law for the State of Delaware 
("DGCL").  Section 145 of the DGCL authorizes a corporation to provide 
indemnification against expenses (including attorney's fees), judgments, 
fines and amounts paid in settlement actually and reasonably incurred, in 
non-derivative actions, suits or proceedings brought by third parties to an 
officer, director, employee or agent of the corporation, if such party acted 
in good faith and in a manner he reasonably believed to be in or not opposed 
to the best interests of the corporation, and with respect to any criminal 
action or proceeding, had no reasonable cause to believe his conduct was 
unlawful as determined in accordance with the statute.

      In a derivative action, i.e., one by or in the right of the 
corporation, indemnification may be made only for expenses actually and 
reasonably incurred by directors, officers, employees or agents in 
connection with the defense or settlement of an action or suit, and only 
with respect to a matter as to which they shall have acted in good faith and 
in a manner they reasonably believed to be in or not opposed to the best 
interest of the corporation, except that no indemnification shall be made if 
such person shall have been adjudged liable to the corporation, unless and 
only to the extent that the Court in which the action or suit was brought 
shall determine upon application that the defendant directors, officers, 
employees or agents are fairly and reasonably entitled to indemnity for such 
expenses despite such adjudication of liability.

      The Company maintains officers and directors liability insurance.  
Further, the Company has agreed to indemnify all directors and officers of 
the Company for any claims made against them, subject to the following 
conditions.  Such indemnification will not extend to certain claims, 
including claims based upon or attributable to the indemnitee's gaining 
personal profit or advantage to which he is not legally entitled, claims 
brought or contributed to by the dishonesty of the indemnitee and claims 
under Section 16(b) of the Securities Exchange Act of 1934 for an accounting 
of profits resulting from the purchase or sale by the indemnitee of the 
Company's securities.  Notwithstanding the foregoing, and insofar as 
indemnification for liabilities arising under the Securities Act of 1933, as 
amended (the "Act") may be permitted to directors, officers or personnel 
controlling the Company, in the opinion of the Securities and Exchange 
Commission, such indemnification is against  public policy as expressed in 
the Act and is therefore unenforceable.  In the event that a claim for 
indemnification against such liabilities (other than the payment by the 
Company if expenses incurred or paid by a director, officer or a controlling 
person of the Company in a successful defense of any action, suit or 
proceeding) is asserted by such director, officer or controlling person for 
liabilities arising under the Act in connection with the securities being 
registered hereunder, the Company will, unless in the opinion of its 
counsel, the issue has been settled by controlling precedent, submit to a 
court or appropriate jurisdiction the issue as to whether such 
indemnification by it is against public policy as expressed in the Act and 
will comply with the final adjudication of such issue.

      Insofar as indemnification for liabilities arising under the 
Securities Act of 1933 may be permitted to directors, officers, and 
controlling persons of the Registrant pursuant to the foregoing provisions, 
or otherwise, the Registrant has been advised in the opinion of the 
Securities and Exchange Commission such indemnification is against public 
policy as expressed in the 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 as to whether such indemnification by it is 
against public policy as expressed in the Act and will be governed by the 
final adjudication of such issue. 

ITEM 7.  Exemption From Registration Claimed.
---------------------------------------------

      The Non-Qualified Stock Options and the Incentive Stock Options and 
the shares of Common Stock issued upon the exercise of certain of such 
options, which are being registered herein, were issued without registration 
under the Securities Act of 1933, as amended, in accordance with the 
exemption, from registration contained in Section 4(2) of such Act.

ITEM 8.  Exhibits.
------------------

Exhibit Number
--------------

4.1(i)            1989, 1990 and 1992 Non-Qualified Stock Options.*

4.1(ii)           1998 Incentive Stock Option Plan

5.                Opinion of Michael C. Duban, P.C, as to the legality of 
                  the Securities being offered hereunder.

24.1              The consent of Michael C. Duban, P.C. is included in its 
                  opinion filed as Exhibit 5 to the Registration Statement.

24.2              Consent of Coopers & Lybrand L.L.P., independent 
                  accountants.

*                 Previously filed and incorporated herein by reference.

ITEM 9.  Undertakings.
----------------------

      1.  The undersigned Registrant hereby undertakes 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.  The undersigned Registrant hereby undertakes that, for the purpose 
of determining any liability under the Securities Act of 1933, 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 that time shall be deemed to be the initial bona fide offering 
thereof.

      3.  The undersigned Registrant hereby undertakes to remove from 
registration by means of a post-effective amendment any of the securities 
being registered which remain unsold at the termination of the offering.

      4.  The undersigned Registrant hereby undertakes that for purposes of 
determining any liability under the Securities Act of 1933, each filing of 
the Registrant's annual report pursuant to Section 13(a) or 15(d) of the 
Securities Exchange Act of 1934 and, where applicable, each filing of an 
employee benefit plan's annual report pursuant to Section 15(d) of the 
Securities Exchange Act of 1934 that is incorporated by reference in the 
registration statement shall be deemed to be a new registration statement 
related to the securities offered therein, and the offering of such 
securities at such time shall be deemed to be the initial bona fide offering 
thereof.

                                 SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the 
registrant certifies that it has reasonable grounds to believe that it meets 
the requirement for filing on Form S-8 and the registrant has duly caused 
this Registration Statement to be signed on its behalf by the undersigned, 
thereunto duly authorized in Bohemia, New York on December __, 199_.

Dated: February, 1998             By:  /s/ Scott Rudolph
       --------------                  -----------------------------------
                                       Scott Rudolph
                                       President, Chief Executive Officer

Dated: February, 1998             By:  /s/ Harvey Kamil
       --------------                  -----------------------------------
                                       Harvey Kamil
                                       Executive Vice President and
                                       Chief Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1933, this 
report has been signed below by the following persons on behalf of the 
registrant and in the capacities and on the dates indicated.

Dated: February, 1998             By:  /s/ Scott Rudolph
       --------------                  -----------------------------------
                                       Scott Rudolph
                                       Chairman, President and
                                       Chief Executive Officer

Dated: February, 1998             By:  /s/ Arthur Rudolph
       --------------                  -----------------------------------
                                       Arthur Rudolph, Director

Dated: February, 1998             By:  /s/ Aram Garabedian
       --------------                  -----------------------------------
                                       Aram Garabedian, Director

Dated: February, 1998             By:  /s/ Bernard G. Owen
       --------------                  -----------------------------------
                                       Bernard G. Owen, Director

Dated: February, 1998             By:  /s/ Alfred Sacks
       --------------                  -----------------------------------
                                       Alfred Sacks, Director

Dated: February, 1998             By:  /s/ Murray Daly
       --------------                  -----------------------------------
                                       Murray Daly, Director

Dated: February, 1998             By:  /s/ Glenn Cohen
       --------------                  -----------------------------------
                                       Glenn Cohen, Director

Dated: February, 1998             By:  /s/ Bud Solk
       --------------                  -----------------------------------
                                       Bud Solk, Director

Dated: February, 1998             By:  /s/ Nathan Rosenblatt
       --------------                  -----------------------------------
                                       Nathan Rosenblatt, Director