8-K

                                  UNITED STATES
                       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) December 14, 1999

                         Commission File Number 0-21884


                              REXALL SUNDOWN, INC.
                              --------------------
             (Exact Name of Registrant as Specified in its Charter)


              FLORIDA                                         59-1688986
              -------                                         ----------
(State or Other Jurisdiction of                             (I.R.S. Employer
 Incorporation or Organization)                            Identification No.)


            6111 Broken Sound Parkway, NW, Boca Raton, Florida 33487
            --------------------------------------------------------
               (Address of Principal Executive Offices) (Zip Code)

        Registrant's Telephone Number, Including Area Code (561) 241-9400
                                                            -------------

                                       N/A
                                       ---
                         (Former Name or Former Address,
                          if Changed Since Last Report)







ITEM 5.  OTHER EVENTS

         Reference is hereby made to that certain Press Release issued by the
Registrant on December 15, 1999 which is filed herewith as Exhibit 99.1.


ITEM 7.  FINANCIAL STATEMENTS, PRO-FORMA FINANCIAL INFORMATION AND EXHIBITS

         (c)      Exhibits

                  99.1     Press Release dated December 15, 1999.


                                   SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                                     REXALL SUNDOWN, INC.


Date:  December 15, 1999                             /s/ Damon DeSantis
                                                     ---------------------------
                                                     Name:  Damon DeSantis,
                                                     Title:  President and Chief
                                                             Executive Officer

EX-99.1

EXHIBIT 99.1


AT THE COMPANY:                     AT THE FINANCIAL RELATIONS BOARD/BSMG:
- ------------------                  --------------------------------------
Investors:                                  General Information:
Donna Conners                               Karen Griffiths
Press:                                      Analyst Information:
Carol Walters                               Vanessa Schwartz
(561) 241-9400                              212-661-8030


FOR IMMEDIATE RELEASE


                REXALL SUNDOWN TO ACQUIRE MET-RX FOR $108 MILLION


BOCA RATON, FL - DECEMBER 15, 1999 - Rexall Sundown, Inc. (Nasdaq: RXSD) today
announced it has signed a definitive agreement to purchase privately-held MET-Rx
Nutrition, Inc., a leader in the sports nutrition and bar categories, for total
consideration of $108 million.

The acquisition of MET-Rx, which will be accounted for as a purchase, will be
financed by a line of credit. The transaction, which is subject to regulatory
and other approvals, is anticipated to close in mid-January 2000 and is expected
to be slightly accretive in fiscal year 2000.

In making the announcement, Damon DeSantis, Rexall Sundown's President and Chief
Executive Officer, stated, "The purchase of MET-Rx is consistent with our
previously stated strategy to acquire strong brands, expand our retail product
offerings to include sports nutrition, enhance our distribution in the health
and natural food channel and offer multi-brand products in additional forms such
as bars and powders." Rexall Sundown believes that there are opportunities for
revenue and cost synergies over the long term, which will help accelerate the
Company's growth rates, especially given the mainstream acceptance of the
functional food and bar category, which is currently growing at strong
double-digit rates. "The business philosophy of MET-Rx is also consistent with
our commitment to devote significant resources to develop innovative, leading
edge, science-based products," said DeSantis.

Based in Irvine, California, MET-Rx was founded in 1991 by A. Scott Connelly,
M.D. The principal shareholders are Dr. Connelly and The Shansby Group, a San
Francisco-based private equity partnership. For the fiscal year ending December
31, 1999, MET-Rx is expected to post net sales of approximately $105 million,
and has achieved annual growth rates of 30% in each of the past two years.
MET-Rx is best known for its leading branded sports nutrition supplements
including MET-Rx(R) powdered protein Total Nutrition Drink Mixes, MET-Rx Protein
Plus(TM) food bars, Source One(TM) food bars and MET-Rx Natural Krunch bars, as
well as other sports nutrition supplements. MET-Rx's primary ingredient,
Metamyosyn(R), is a proprietary high quality protein formulation that helps
maximize the body's ability to build lean muscle. MET-Rx products are primarily
distributed through the health and natural food channel, as well as food, drug
and mass retailers, club stores, fitness centers and convenience stores.

Dr. Connelly, Chairman and Chief Technical Officer of MET-Rx, said, "We are
extremely excited about the opportunity to partner with such a highly respected
leader in the nutrition industry. We feel this merger gives MET-Rx the
opportunity to further expand the distribution of its proprietary, science-based
products, and increase its market leadership position in the sports nutrition
and bar categories. In addition, Rexall Sundown's strategy of being first to
market with new, innovative, consumer-oriented nutritional products is
consistent with the goals of MET-Rx."


DeSantis concluded, "While we will be financing this transaction with debt, our
balance sheet and cash flow remain strong. We continue to have the financial
resources and flexibility to pursue additional acquisitions to help achieve our
strategic goals."

Rexall Sundown, Inc. develops, manufactures and distributes vitamins,
nutritional supplements and other consumer health products in the United States
and internationally. Visit the Company's websites at www.rexallsundown.com or
www.rexallshowcase.com.

This press release may contain "forward-looking statements" as such term is
defined in the Private Securities Litigation Reform Act of 1995 or by the
Securities and Exchange Commission in its rules, regulations and releases, which
represent the Company's interpretation or beliefs. These forward-looking
statements, by their nature, involve substantial risks and uncertainties,
certain of which may be beyond the Company's control and actual results may
differ materially depending on a variety of important factors including
uncertainties related to acquisitions, government regulation, managing and
maintaining growth, the effect of adverse publicity, litigation, reliance on
independent distributors of the Company's network marketing subsidiary, Rexall
Showcase International, competition and other factors described in the Company's
filings with the Securities and Exchange Commission.