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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities and Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registration was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

YES [x]          NO [  ]

Shares of Common Stock as of June 30, 2000:    68,463,699

See notes to condensed consolidated financial statements.

See notes to condensed consolidated financial statements.

See notes to condensed consolidated financial statements.

See notes to condensed consolidated financial statements.

See notes to condensed consolidated financial statements.

(Dollars and shares in thousands, except per share amounts)

Supplemental Non-cash Investing and Financing Information:

In connection with the Company's January 1, 2000 acquisition of Nutrition Warehouse, Inc. and its affiliated companies (NW), the Company issued approximately 1,059 shares of its common stock with a total then market value of $12,244.

During the nine months ended June 30, 2000, options were exercised with 1,361 shares of common stock issued to executives for cash of $1,666, interest bearing stock subscriptions receivable of $1,760 and $964 of NBTY shares. As a result of the exercise of those options, the Company expects to receive a compensation deduction for tax purposes of approximately $4,310 and a tax benefit of approximately $1,681.

During the nine months ended June 30, 1999, options were exercised with 3,520 shares of common stock issued to certain officers and an executive for interest-bearing stock subscriptions receivable aggregating $839 and cash of $67. As a result of the exercise of those options, the Company received a compensation deduction for tax purposes of approximately $14,847 and a tax benefit of approximately $5,790.

(Dollars and shares in thousands, except per share amounts)

1.    Principles of consolidation and basis of presentation

The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated.

In the opinion of the Company, the unaudited condensed consolidated financial statements contain all adjustments necessary to present fairly its financial position as of June 30, 2000 and its results of operations for the three and nine months ended June 30, 2000 and 1999 and statements of cash flows for the nine months ended June 30, 2000 and 1999. The condensed consolidated balance sheet as of September 30, 1999 has been derived from the audited balance sheet as of that date. The results of operations for the three and nine months ended June 30, 2000 and statements of cash flows for the nine months ended June 30, 2000 are not necessarily indicative of the results to be expected for the full year. This report should be read in conjunction with the Company's annual report filed on Form 10-K for the fiscal year ended September 30, 1999.

    Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

    Reclassifications

Certain reclassifications have been made to conform prior year amounts to the current year presentation.

    New accounting standards

Effective October 1, 1998, the Company adopted SFAS No. 131, "Disclosures About Segments of an Enterprise and Related Information," which establishes standards for reporting information about operating segments. It also establishes standards for disclosures regarding products and services, geographic areas and major customers. SFAS No. 131 requires comparative information for earlier years to be restated. The adoption of SFAS No. 131 did not affect the Company's results of operations or financial position, but did affect the disclosure of segment information.

In June 1998, the FASB issued SFAS No. 133, "Statement of Financial Accounting Standards Accounting for Derivative Instruments and Hedging Activities" ("SFAS 133"). SFAS 133, as amended, is effective for the Company in fiscal 2002. SFAS 133 requires that all derivative instruments be recorded on the balance sheet at their fair value. Changes in the fair value of derivatives are recorded each period in current earnings or other comprehensive income, depending on whether a derivative is designated as part of a hedge transaction and, if it is the type of hedge transaction. Management of the Company anticipates that, due to its limited use of derivative instruments, the adoption of SFAS 133 will not have a significant effect on the Company's results of operations or its financial position, however, it is currently reviewing the impact of adopting such pronouncement.

2.    Acquisitions

During the quarter ended 6/30/00, the Company acquired certain assets and liabilities of Longevity Formulas, Inc. (also known as "Healthwatchers System") and Martin Health Systems, Inc. for $5,150.

In addition, the Company acquired the mailing list of Rexall Sundown's SDV vitamin catalog and mail order list for $16,500. The list contains approximately 750,000 customer names, which has been merged into the existing customer base of the Direct Response/ Puritan.com/e-commerce business.

On January 1, 2000, the Company acquired Nutrition Warehouse, Inc. and its affiliated companies ("NW") for $20,000 in cash and approximately 1,059 shares of NBTY stock having a market value of $12,200. NW operated an Direct Response/e-commerce business as well as 14 retail stores in various locations in New York. The e-commerce business has been combined with the Company's Puritan.com operations and the retail stores have been merged into the Company's U.S. Retail operations. Annual revenues approximated $14,000 for the e-commerce/direct response business as well as $14,000 in retail sales for the year ended December 31, 1999. The cash portion of the acquisition was funded with $20,000 in borrowings under the Company's Credit and Guarantee Agreement (CGA).

In May 1999, the Company acquired the assets and certain liabilities of a network marketing company, Dynamic Essentials, Inc. (DEI) for approximately $1,000 in cash.

3.    Comprehensive earnings

Comprehensive income for the Company includes net income and the effects of foreign currency translation, which are charged or credited to the cumulative translation adjustment account within stockholders' equity.

Comprehensive earnings for the three and nine months ended June 30, 2000 and 1999 are as follows:

Accumulated other comprehensive (loss) income, which is classified as a separate component of stockholders' equity, is comprised of cumulative translation adjustments of $(9,344) and $6,135 at June 30, 2000 and September 30, 1999, respectively.

4.    Inventories

Inventories have been estimated using the gross profit method for the interim periods. The components of inventories are as follows:

5.    Earnings per share (EPS)

Basic EPS computations are based on the weighted average number of common shares outstanding during the three and nine month periods ended June 30, 2000 and 1999. Diluted EPS include the dilutive effect of outstanding stock options, as if exercised. The following is a reconciliation between the basic and diluted EPS:

6.    Stock options:

During the nine months ended June 30, 2000, options were exercised with 1,361 shares of common stock issued to executives for cash of $1,666, interest bearing stock subscriptions receivable of $1,760 and $964 of NBTY common shares. As a result of the exercise of those options, the Company expects to receive a compensation deduction for tax purposes of approximately $4,310 and a tax benefit of approximately $1,681.

During the nine months ended June 30, 1999, options were exercised with 3,560 shares of common stock issued to certain officers for interest-bearing stock subscriptions receivable aggregating $839 and cash of $67. As a result of the exercise of those options, the Company received a compensation deduction for tax purposes of approximately $14,847 and a tax benefit of approximately $5,790.

7.    Segment Information:

The Company's segments are organized by sales market on a worldwide basis. The Company's management reporting system evaluates performance based on a number of factors; however, the primary measure of performance is the pretax operating income of each segment. Accordingly, the Company reports four worldwide segments: Direct Response/Puritan.com, Retail: United States and United Kingdom, and Wholesale. All of the Company's products fall into one of these four segments. The Direct Response/Puritan.com segment generates revenue through the sale of its products primarily through mail order catalog and the internet. Catalogs are strategically mailed to customers who order by mail or phoning customer service representatives in New York, Illinois and the United Kingdom. The Retail United States segment generates revenue through the sale of proprietary brand and third-party products through its 459 Company-operated stores. The Retail United Kingdom segment generates revenue through the sales of proprietary brand and third-party products in 424 Company-operated stores. The Wholesale segment (including Network Marketing) is comprised of several divisions each targeting specific market groups. These market groups include wholesalers, distributors, chains, pharmacies, health food stores, bulk and international customers.

The following table represents key financial information of the Company's business segments (in thousands):

The following table reflects identifiable assets by market segment at June 30, 2000 and 1999:

8.    Litigation:

In August 1997, the Company acquired Holland & Barrett from the German-based GEHE AG. A dispute arose over certain provisions of the purchase agreement. On July 30, 1999, the court rendered a decision in favor of GEHE. Results for the third quarter and nine months of 1999 were affected by a one-time litigation charge of $4,600 which includes the amount of the judgment plus interest and legal fees.

In addition, the Company received $2,511 in partial settlement of ongoing price fixing litigation brought by the Company against certain raw material vitamin suppliers.

9.    Subsequent Events

In July, 2000, the Company was informed through the internet of threatened class action suits to be brought against the Company, certain officers and directors. The Company has not been served in any class action suits and therefore cannot comment on any allegations which might be contained in such suits. The Company intends to vigorously defend any actions which may be commenced against it.

(Dollars and shares in thousands, except per share amounts)

Results of Operations:

The following table sets forth income statement data of the Company as a percentage of net sales for the periods indicated:

For the three months ended June 30, 2000 compared to the three months ended June 30, 1999:

Net sales. Net sales in the third quarter ended June 30, 2000 were $172,102 compared with $155,062 for the prior comparable period, an increase of $17,040 or 11.0%. Direct Response/Puritan.com sales were $42,899 compared to $40,460 (increase of $2,439 or 6.0%), wholesale sales were $36,559 compared to $34,168 (increase of $2,391 or 7.0%), U.S. retail sales were $35,450 compared to $26,949 (increase of $8,501 or 31.5%) and U.K. retail sales were $57,194 compared to $53,485 (increase of $3,709 or 6.9%). Revenue increases in all of the Company's segments are attributed to the continued consumer acceptance of the broad base of the Company's products. The Company operated 459 stores in the U.S. and 424 stores in the U.K. as of June 30, 2000 compared to 292 stores in the U.S. and 415 in the U.K. as of June 30, 1999. Sales growth in the U.S. retail channel reflected the greater number of stores compared to last year.

Costs and expenses. Cost of sales as a percentage of sales were 43.0% for 2000 and 47.7% for 1999. The decrease is attributed to efficiencies due to economies of scale, increased automation and higher margins for new product introductions.

Catalog printing, postage, and promotion expenses were $7,135 in 2000 compared with $7,613 in 1999. This decrease was due primarily to a reduction in print media advertising in direct response. As a percentage of sales, expenses were 4.2% for the current quarter and 4.9% for the prior comparable quarter.

Selling, general and administrative expenses were $69,287 for the quarter, or 40.3% as a percentage of sales, compared with $57,563 or 37.1% as a percentage of sales. The largest categories and increases are indirect salaries and rent expense which increased primarily due to the U.S. retail store expansion program.

Recovery of raw materials costs. The Company received $2,511 in partial settlement of ongoing price fixing litigation brought by the Company against certain raw material vitamin suppliers.

Litigation charges. In August 1997, the Company acquired Holland & Barrett from the German-based GEHE AG. A dispute arose over certain provisions of the purchase agreement. On July 30, 1999, the court rendered a decision in favor of GEHE. Results for the third quarter of 1999 were affected by a litigation charge of $4,600 which includes the amount of the judgment plus interest and legal fees.

Interest expense. Interest expense was $5,011, a increase of $555 compared to $4,456 during the comparable quarter. Additional borrowings to purchase Healthwatchers and Rexall Sundown's SDV mailing list accounted for most of the increase.

Income before income taxes was $20,094 for 2000 and $7,051 for 1999. After income taxes, the Company had a net profit of $12,057 (or basic earnings per share of $0.18, diluted earnings per share of $0.17) for the three month period ended June 30, 2000, and $4,334 (or basic earnings per share of $0.06, diluted earnings per share of $0.06) for the three months ended June 30, 1999.

For the nine months ended June 30, 2000 compared to the nine months ended June 30, 1999:

Net sales. Net sales for the nine months ended June 30, 2000 were $543,381 compared with $463,748 for the prior comparable period, an increase of $79,633 or 17.2%. Direct Response/Puritan.com sales were $135,039 compared to $129,686 for the prior comparable period (increase of $5,353 or 4.1%), wholesale sales were $108,009 compared to $94,936 (increase of $13,073 or 13.8%), U.S. retail sales were $108,276 compared to $71,948 (increase of $36,328 or 50.5%) and U.K. retail sales were $192,057 compared to $167,178 (increase of $24,879 or 14.9%). The Company operated 459 stores in the U.S. and 424 stores in the U.K. as of June 30, 2000 compared to 292 stores in the U.S. and 415 in the U.K. as of June 30, 1999. Sales growth in the U.S. retail channel reflected the greater number of stores compared to last year.

Costs and expenses. Cost of sales as a percentage of sales were 44.0% for 2000 and 47.8% for 1999. The decrease is attributed to efficiencies due to economies of scale, increased automation and higher margins from new product introductions.

Catalog printing, postage, and promotion expenses were $25,025 in 2000, compared with $26,266. This decrease was due primarily to a reduction in print media advertising in direct response. As a percentage of sales, expenses were 4.6% for the nine months and 5.6% for the prior nine months.

Selling, general and administrative expenses were $205,559 for the nine months, or 37.8% as a percentage of sales, compared with $173,459 or 37.4% as a percentage of sales. The largest categories and increases are indirect salaries and rent expense, which increased primarily due to the U.S. retail store expansion program.

Recovery of raw materials costs. The Company received $2,511 in partial settlement of ongoing price fixing litigation brought by the Company against certain raw material vitamin suppliers.

Litigation charges. In August 1997, the Company acquired Holland & Barrett from the German-based GEHE AG. A dispute arose over certain provisions of the purchase agreement. On July 30, 1999, the court rendered a decision in favor of GEHE. Results for the third quarter of 1999 were affected by a litigation charge of $4,600 which includes the amount of the judgment plus interest and legal fees.

Interest expense. Interest expense was $14,360, an increase of $277 compared to $14,083 during the comparable nine months. The major components are interest on Senior Subordinated Notes associated with the Holland & Barrett acquisition, the Credit and Guarantee Agreement (CGA) used for the stock repurchase and for capital expenditures. Interest expense increased due to the additional borrowings to fund the share repurchase program.

Income before income taxes was $64,227 for 2000 and $24,571 for 1999. After income taxes, the Company had a net profit of $38,536 (or basic earnings per share of $0.58, diluted earnings per share of $0.56) for the nine month period ended June 30, 2000, and $14,640 (or basic earnings per share of $0.21, diluted earnings per share of $0.20) for the nine months ended June 30, 1999.

Liquidity and Capital Resources

Working capital was $101,400 at June 30, 2000, compared with $121,100 on at September 30, 1999, a decrease of $19,700.

During the quarter ended 6/30/00, the Company acquired certain assets and liabilities of Longevity Formulas, Inc. (also known as "Healthwatchers System") and Martin Health Systems, Inc. for $5,150.

In addition, the Company acquired the mailing list of Rexall Sundown's SDV vitamin catalog and mail order list for $16,500. The list contains approximately 750,000 customer names, which has been merged into the existing customer base of the Direct Response/Puritan.com/e-commerce business.

On January 1, 2000, the Company acquired Nutrition Warehouse, Inc. and its affiliated companies ("NW") for $20,000 in cash and approximately 1,059 shares of NBTY stock with a then market value of $12,200. The cash portion of the acquisition was funded by $20,000 in borrowings under the Credit and Guarantee Agreement (CGA).

In April 1999, the Company entered into an amended and restated CGA which expires September 30, 2003 for $135,000. On February 3, 2000, that amount was adjusted to $129,000. On July 17, 2000, the CGA was amended to $149,300. The CGA is comprised of two Revolving Credit Agreements of $50,000 each and a term loan of $49,300. The CGA provides for borrowings for working capital, general corporate purposes and acquisition of the Company's securities. The CGA provides that loans be made under a selection of rate formulas, including prime or Euro currency rates. Virtually all of the Company's assets are collateralized under the CGA and subject to normal banking terms and conditions and the maintenance of various financial ratios and covenants. At June 30, 2000, there were borrowings of $55,300 under this facility. The Company plans on utilizing the funds for working capital needs, acquisitions and stock repurchases. In January 2000, the Company borrowed $20,000 for the cash portion of the January 3, 2000 acquisition of Nutrition Warehouse, Inc. During the nine months ended June 30, 2000, the Company paid down $32,700 and borrowed $34,000 under this facility.

The Company believes that existing cash balances, internally-generated funds from operations, and amounts available under the CGA will provide sufficient liquidity to satisfy the Company's working capital needs for the next 12 months and to finance anticipated capital expenditures incurred in the normal course of business.

Net cash provided by operating activities was $92,100 for the nine months ended June 30, 2000 and $42,800 for the comparable period in 1999 primarily due to increases in net income, depreciation and amortization and accrued expenses as well as a decrease in inventory. Net cash used in investing activities was $83,300 for the nine months ended June 30, 2000 and $28,400 for the comparable period in 1999 due to the acquisition of NW and retail stores and plant expansion programs. Net cash used in financing activities was $4,100 in 2000 due to payment of loans and provided by financing activities was $3,800 in 1999 due to borrowings under the CGA.

Management believes that inflation did not have a significant impact on its operations.

Year 2000

The Company will continue to monitor its business processes and third parties for potential problems that could arise during the calendar year 2000. Based on the Company's preparations prior January 1, 2000 and the absence of any problems to date, no significant disruptions are anticipated.

Effective October 1, 1998, Company adopted SFAS No. 131, "Disclosures About Segments of an Enterprise and Related Information," which established standards for reporting information about operating segments. It also established standards for disclosures regarding products and services, geographic areas and major customers. SFAS No. 131 requires comparative information for earlier years to be restated. The adoption of SFAS No. 131 did not affect the Company's results of operations or financial position, but did affect the disclosure of segment information.

In June 1998, the FASB issued SFAS No. 133, "Statement of Financial Accounting Standards Accounting for Derivative Instruments and Hedging Activities" ("SFAS 133"). SFAS 133, as amended, is effective for the Company in fiscal 2002. SFAS 133 requires that all derivative instruments be recorded on the balance sheet at their fair value. Changes in the fair value of derivatives are recorded each period in current earnings or other comprehensive income, depending on whether a derivative is designated as part of a hedge transaction and, if it is the type of hedge transaction. Management of the Company anticipates that, due to its limited use of derivative instruments, the adoption of SFAS 133 will not have a significant effect on the Company's results of operations or its financial position, however, it is currently reviewing the impact of adopting such pronouncement.

This filing contains certain forward-looking statements and information that are based on the beliefs of management, as well as assumptions made by and information currently available to the Company's management. When used in this document, the words "anticipate," "believe," "estimate," and "expect" and similar expressions, as they relate to the Company are intended to identify forward-looking statements. Such statements reflect the current views of the Company with respect to future events and are subject to certain risks, uncertainties and assumptions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described herein as anticipated, believed, estimated or expected. The Company does not intend to update these forward-looking statements.

Item 1.    Legal Proceedings

      The Company brought litigation related to a partial price fixing against certain raw material vitamin suppliers.

Item 2.    Changes in Securities

      Not applicable.

Item 3.    Defaults upon Senior Securities Not applicable.

      Not applicable.

Item 4.    Submission of Matters to a Vote of Security Holders

      Not applicable.

Item 5.    Other Information

      Not applicable.

Item 6.    Exhibits and Reports on Form 8-K

      There was no Form 8-K filed during the nine months ended June 30, 2000.

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