8-K

                     SECURITIES AND EXCHANGE COMMISSION

                           WASHINGTON, D.C. 20549

                                  FORM 8-K
                               CURRENT REPORT

                   Pursuant to Section 13 or 15(d) of the
                       Securities Exchange Act of 1934


              Date of Report (Date of earliest event reported):
                              October 23, 1997

                                 NBTY, INC.
             (Exact name of registrant as specified in charter)

        DELAWARE                   0-10666                  11-2228617
     ---------------             -----------              --------------
     (State or other             (Commission               (IRS Employer
     jurisdiction of              File No.)               identification
     incorporation)                                          number)

                  90 Orville Drive, Bohemia, New York 11716
            ----------------------------------------------------
            (Address of principal executive office and zip code)

                Registrant's telephone number (516) 567-9500
                                              --------------


ITEM 5.  Other Events
- ---------------------

      On October 23, 1997, the registrant announced that it had signed a 
memorandum of understanding to settle a class action lawsuit. Under the 
terms of the memorandum, the registrant will pay to the class a total of 
eight million dollars comprised of four million, four hundred thousand 
dollars in cash and three million, six hundred thousand dollars in the 
registrant's common stock.

      An undetermined amount of the cash payment will be covered by 
insurance reimbursement. This settlement requires the approval of the U.S. 
District Court, Eastern District of New York.

      The registrant also announced that total sales for the fiscal year 
ended September 30, 1997 were $281 million compared to $194 million in the 
prior year. The $281 million includes $23 million in revenues from its 
acquisition of Holland & Barrett.

      The registrant stated that it will take the litigation settlement as a 
one-time charge in its 4th quarter (ended September 30, 1997), and the 
settlement of an interest rate hedge of $2.3 million in connection with the 
Holland & Barrett acquisition.

      Annexed to this report as an exhibit is the press release dated 
October 23, 1997.



ITEM 7.  Financial Statements and Exhibits.
- -------------------------------------------

      (i) Press Release dated October 23, 1997.


                                  SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 
1934, the Registrant has duly caused this Registration Statement or 
amendment to be signed on its behalf by the undersigned, thereunto duly 
authorized.




                                       NBTY, Inc.


                                  By:  /s/ Harvey Kamil
                                       ------------------------------------
                                       Harvey Kamil
                                       Executive Vice President


Dated:  November 4, 1997

EX-99

G.S.
Schwartz
& Co. Inc.

      Public Relations

470 Park Avenue South, New York, NY 10016   (212) 725-4500             NEWS
- ---------------------------------------------------------------------------
FOR IMMEDIATE RELEASE
CONTACT:
Harvey Kamil, EVP/CFO                                  Carl Hymans
NBTY, Inc.                                             G.S. Schwartz & Co.
516-244-2020                                           212-725-4500

                   NBTY SIGNS MEMORANDUM OF UNDERSTANDING
                       TO SETTLE CLASS ACTION LAWSUIT
             --ANNOUNCES RECORD SALES RESULTS FOR FISCAL 1997--

      BOHEMIA, NY, October 23, 1997--NBTY, Inc. (NASDAQ: NBTY), a worldwide 
leading manufacturer and marketer of high-quality vitamins and nutritional 
supplements, announced that it has signed a memorandum of understanding to 
settle a class action lawsuit. Under the terms of the settlement, the 
Company will pay a total of $8 million, comprised of $4.4 million in cash 
and $3.6 million in stock. An undetermined portion of that payment will be 
covered by insurance reimbursement.

      Although the settlement agreement has been reached between the Company 
and the attorneys representing the class, the litigation which was commenced 
in October 1994 in the U.S. District Court, Eastern District of New York, 
still requires the approval of the Court to be finalized.

      Scott Rudolph, Chairman and Chief Executive Officer of NBTY, Inc., 
said, "We have vigorously denied all allegations since the litigation was 
first filed three years ago, and continue to do so. However, the time 
required of senior management combined with the financial expense of 
continuing the litigation led to our decision to settle the case."

      Financial charges from the litigation settlement will be taken as a 
one-time charge in the fourth quarter for the fiscal year ended September 
30, 1997. In addition, the Company will be taking an additional $2.3 million 
one-time charge in settlement of an interest rate hedge in conjunction with 
the recent acquisition of Holland & Barrett and related financing.

      The Company also announced total sales for the fiscal year ended 
September 30, 1997 increased 44% to $281 million compared to $194 million a 
year ago. The $281 million includes $23 million in revenues from Holland and 
Barrett, the largest chain of vitamin and healthfood stores in the United 
Kingdom, which was acquired by NBTY in August 1997. Without the inclusion of 
revenue from Holland & Barrett, total sales for fiscal 1997 increased 32.5% 
to $268 million.

      This release contains forward looking statements which are subject to 
various risks and uncertainties.

      NBTY is committed to educating consumers on the importance of 
nutritional supplements as an essential part of a healthy lifestyle.

                                    * * *