UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM 10-Q

          [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE
              SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD
                              ENDED AUGUST 31, 1999

          [ ] TRANSITION REPORT PURSUANT TO SECTION 12 OR
              15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

                  FOR THE TRANSITION PERIOD FROM ____ TO ____.

                             COMMISSION FILE NUMBER:
                                    333-12929

                      WEIDER NUTRITION INTERNATIONAL, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

            DELAWARE                                             87-0563574
 (STATE OR OTHER JURISDICTION                                 (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION)                            IDENTIFICATION NO.)

        2002 SOUTH 5070 WEST
        SALT LAKE CITY, UTAH                                     84104-4726
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                         (ZIP CODE)

               Registrant's telephone number, including area code:
                                  (801) 975-5000

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 Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No[ ]

The number of shares outstanding of the Registrant's common stock is 25,042,073
(as of August 31, 1999.)
<PAGE>
PART I.     FINANCIAL INFORMATION
ITEM 1.     FINANCIAL STATEMENTS
              WEIDER NUTRITION INTERNATIONAL, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                    (DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)
<TABLE>
<CAPTION>
                                                                     AUGUST 31,     MAY 31,
ASSETS                                                                  1999         1999
                                                                     ---------     ---------
                                                                    (UNAUDITED)
<S>                                                                  <C>           <C>
Current assets:
  Cash and cash equivalents .....................................    $   2,250     $   1,926
  Receivables ...................................................       52,974        60,524
  Inventories ...................................................       60,695        63,658
  Prepaid expenses and other ....................................        5,199         4,712
  Deferred taxes ................................................        5,400         7,387
                                                                     ---------     ---------
      Total current assets ......................................      126,518       138,207
                                                                     ---------     ---------

Property and equipment, net .....................................       48,237        48,872
                                                                     ---------     ---------

Other assets:
  Intangible assets, net ........................................       52,121        51,980
  Deposits and other assets .....................................       11,722        12,806
  Notes receivable related to
    stock performance units .....................................        4,157         4,164
                                                                     ---------     ---------
      Total other assets ........................................       68,000        68,950
                                                                     ---------     ---------

            Total assets ........................................    $ 242,755     $ 256,029
                                                                     =========     =========

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Accounts payable ..............................................    $  21,493     $  25,492
  Accrued expenses ..............................................       19,572        18,406
  Earnout amounts payable .......................................        3,246         3,246
  Current portion of long-term debt(Note 2) .....................      100,710       110,716
                                                                     ---------     ---------
      Total current liabilities .................................      145,021       157,860
                                                                     ---------     ---------

Long-term debt ..................................................        4,699         4,723
                                                                     ---------     ---------

Deferred taxes ..................................................        1,394         1,666
                                                                     ---------     ---------

Commitments and contingencies

Stockholders' equity:
  Preferred stock, par value $.01 per share; shares
    authorized-10,000,000; no shares issued and outstanding .....         --            --

  Class A common stock, par value $.01 per share; shares
    authorized-50,000,000; shares issued and
    outstanding-9,354,641 and 9,334,036 .........................           93            93
  Class B common stock, par value $.01 per share; shares
    authorized-25,000,000; shares issued and
    outstanding-15,687,432 ......................................          157           157
  Additional paid-in capital ....................................       83,198        82,985
  Other accumulated comprehensive loss ..........................       (1,990)       (2,331)
  Retained earnings .............................................       10,183        10,876
                                                                     ---------     ---------
      Total stockholders' equity ................................       91,641        91,780
                                                                     ---------     ---------

            Total liabilities and stockholders' equity ..........    $ 242,755     $ 256,029
                                                                     =========     =========
</TABLE>
            See notes to condensed consolidated financial statements.

                                       2
<PAGE>
              WEIDER NUTRITION INTERNATIONAL, INC. AND SUBSIDIARIES
                   CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                    (DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)
                                   (UNAUDITED)

                                                      THREE MONTHS ENDED
                                                          AUGUST 31,
                                                -------------------------------
                                                    1999               1998
                                                ------------       ------------
Net sales ................................      $     89,967       $     67,946

Cost of goods sold .......................            56,432             44,418
                                                ------------       ------------

Gross profit .............................            33,535             23,528
                                                ------------       ------------

Operating expenses:
  Selling and marketing ..................            19,407             12,351
  General and administrative .............             7,515              5,167
  Research and development ...............               926                847
  Amortization of intangible assets ......               878                624
  Severance and recruiting charges .......             1,850               --
                                                ------------       ------------

      Total operating expenses ...........            30,576             18,989
                                                ------------       ------------

Income from operations ...................             2,959              4,539
                                                ------------       ------------

Other income (expense):
  Interest income ........................               163                157
  Interest expense .......................            (2,880)            (1,695)
  Other ..................................               (15)              (178)
                                                ------------       ------------

      Total other expense, net ...........            (2,732)            (1,716)
                                                ------------       ------------

Income before income taxes (benefit) .....               227              2,823

Provision for income taxes (benefit) .....               (19)             1,116
                                                ------------       ------------

Net income ...............................      $        246       $      1,707
                                                ============       ============

Weighted average shares outstanding:

  Basic ..................................        25,032,937         24,790,678
                                                ============       ============

  Diluted ................................        25,044,207         25,077,207
                                                ============       ============

Net income per share:

  Basic ..................................      $       0.01       $       0.07
                                                ============       ============

  Diluted ................................      $       0.01       $       0.07
                                                ============       ============

Comprehensive income .....................      $        587       $      1,271
                                                ============       ============

            See notes to condensed consolidated financial statements.

                                       3
<PAGE>
              WEIDER NUTRITION INTERNATIONAL, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                             (DOLLARS IN THOUSANDS)
                                   (UNAUDITED)
                                                           THREE MONTHS ENDED
                                                                AUGUST 31,
                                                          ---------------------
                                                            1999         1998
                                                          --------     --------
Cash flows from operating activities:
  Net income .........................................    $    246     $  1,707
  Adjustments to reconcile net income to net
    cash provided by (used in) operating activities:
      Provision for bad debts ........................         307          114
      Deferred taxes .................................       1,715         (626)
      Depreciation and amortization ..................       2,983        2,324
      Management and employee stock
        compensation charges .........................         201         --
      Loss on disposition of equipment ...............           2           65
  Changes in operating assets and liabilities-
    net of assets acquired:
      Receivables ....................................       7,242        6,071
      Inventories ....................................       2,963       (8,543)
      Prepaid expenses and other .....................        (487)      (1,852)
      Deposits and other assets ......................         333        1,572
      Accounts payable ...............................      (3,999)        (802)
      Accrued expenses ...............................      (1,166)      (3,845)
                                                          --------     --------

        Net cash provided by (used in)
          operating activities .......................      12,672       (3,815)
                                                          --------     --------

Cash flows from investing activities:
  Acquisition, net of cash acquired ..................        --        (24,621)
  Purchase of property and equipment .................      (1,403)      (2,348)
  Proceeds from disposition of equipment .............           1          184
  Change in notes receivable .........................           7           10
  Investment in securities available for sale ........        --         (4,956)
                                                          --------     --------

        Net cash used in investing activities ........      (1,395)     (31,731)
                                                          --------     --------

Cash flows from financing activities:
  Issuance of common stock ...........................          12          138
  Dividends paid .....................................        (939)        (926)
  Proceeds from debt .................................       2,012       37,827
  Payments on debt ...................................     (12,264)        (800)
                                                          --------     --------

        Net cash provided by (used in)
         financing activities ........................     (11,179)      36,239
                                                          --------     --------

Effect of exchange rate changes on cash ..............         226         (243)
                                                          --------     --------

Increase in cash and cash equivalents ................         324          450

Cash and cash equivalents, beginning of period .......       1,926          684
                                                          --------     --------

Cash and cash equivalents, end of period .............    $  2,250     $  1,134
                                                          ========     ========

            See notes to condensed consolidated financial statements.

                                       4
<PAGE>
              WEIDER NUTRITION INTERNATIONAL, INC. AND SUBSIDIARIES

               NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                             (DOLLARS IN THOUSANDS)
                                   (UNAUDITED)

1.    BASIS OF PRESENTATION AND OTHER MATTERS

      The accompanying unaudited interim consolidated financial statements
("interim financial statements") do not include all disclosures provided in the
annual consolidated financial statements. These interim financial statements
should be read in conjunction with the consolidated financial statements and the
footnotes thereto contained in the Weider Nutrition International, Inc. (the
"Company") Annual Report on Form 10-K for the year ended May 31, 1999 as filed
with the Securities and Exchange Commission. The May 31, 1999 consolidated
balance sheet was derived from audited financial statements, but all disclosures
required by generally accepted accounting principles are not provided in the
accompanying footnotes. The Company is a majority-owned subsidiary of Weider
Health and Fitness ("WHF").

      In the opinion of the Company, the accompanying interim financial
statements contain all adjustments (which are of a normal recurring nature)
necessary for a fair presentation of the Company's financial position and
results of operations. Certain prior period amounts have been reclassified to
conform with the current interim period presentation.

2.    CREDIT FACILITY

      The Company's credit facility with General Electric Capital Corporation
("GECC") matures in February 2000. Therefore, the amounts outstanding under the
credit facility at August 31, 1999 ($86.5 million), are included in current
portion of long-term debt.

      The Company has commenced discussions with its current lender and other
banking institutions regarding a new credit facility. Although management
believes that a new credit facility will be finalized prior to the filing of the
Company's Form 10-Q for the quarter ending November 30, 1999, there can be no
assurance that the new facility will be obtained by such date. Management
expects that amounts outstanding under a new credit facility will be
subsequently reclassified as a long-term obligation.

3.    RECEIVABLES

      Receivables consist of the following:
                                                     August 31,         May 31,
                                                        1999             1999
                                                     ----------        --------
Trade accounts ...............................       $   50,907        $ 59,389
Income taxes .................................            3,106           2,195
Other ........................................              984           1,168
                                                     ----------        --------
                                                         54,997          62,752

Less allowance for doubtful accounts .........           (2,023)         (2,228)
                                                     ----------        --------
      Total ..................................       $   52,974        $ 60,524
                                                     ==========        ========

                                        5
<PAGE>
              WEIDER NUTRITION INTERNATIONAL, INC. AND SUBSIDIARIES

        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
                             (DOLLARS IN THOUSANDS)
                                   (UNAUDITED)

4.    INVENTORIES

      Inventories consist of the following:
                                                         AUGUST 31,      MAY 31,
                                                            1999           1999
                                                         ----------      -------
Raw materials .....................................      $   18,684      $24,364
Work in process ...................................           2,994        3,364
Finished goods ....................................          39,017       35,930
                                                         ----------      -------

            Total .................................      $   60,695      $63,658
                                                         ==========      =======

      Inventory totaling approximately $4.0 million, primarily consisting of two
raw materials, is included as a long-term asset in deposits and other assets in
the accompanying balance sheets.

5.    INTANGIBLE ASSETS

      Intangible assets consist of the following:

                                                       August 31,       May 31,
                                                          1999           1999
                                                       ----------      --------
Cost in excess of fair value
  of net assets acquired (goodwill) ..............     $   54,032      $ 53,706
Patents and trademarks ...........................         11,172        10,452
Noncompete agreements ............................            211           209
                                                       ----------      --------
                                                           65,415        64,367

Less accumulated amortization ....................        (13,294)      (12,387)
                                                       ----------      --------

            Total ................................     $   52,121      $ 51,980
                                                       ==========      ========

6.    OPERATING SEGMENTS

      In fiscal 1999, the Company adopted SFAS No. 131, "Disclosures About
Segments of an Enterprise and Related Information", which changes the way the
Company reports information about its operating segments.

      The Company has two primary reportable segments. These segments include
the Company's U.S. based or domestic operations, and the Company's international
operations. The Company has three primary areas within its domestic operations:
mass market; health food stores; and health clubs and gyms. The Company
manufactures and markets nutritional products, including a broad line of
vitamins, joint-related and other nutraceuticals, and sports nutrition
supplements in mass market; a broad line of vitamins, nutraceuticals and sports
nutrition products primarily through independent distributors and a significant
retailer in health food stores; and a broad line of sports nutrition products
primarily through distributors in health clubs and gyms. The Company also
manufactures and markets nutritional and other products, including a broad line
of sports nutrition supplements and

                                       6
<PAGE>
              WEIDER NUTRITION INTERNATIONAL, INC. AND SUBSIDIARIES

        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
                             (DOLLARS IN THOUSANDS)
                                   (UNAUDITED)

sportswear, together with certain other nutraceuticals within its international
operations.

      The accounting policies of these segments are the same as those described
in Note 1 to the consolidated financial statements (See Annual Report on Form
10-K). The Company evaluates the performance of its operating segments based on
actual and expected operating results of the respective segments. Certain
noncash and other expenses, and domestic assets, are not allocated to the areas
within the domestic operating segment.

      Segment information for the three months ended August 31, 1999 and 1998,
respectively, are summarized as follows:
<TABLE>
<CAPTION>
                                                                                  INCOME
                                                                                  (LOSS)
                                                                      NET          FROM        INTEREST
                                                                     SALES      OPERATIONS     EXPENSE
1999:                                                               --------    ----------     --------
<S>                                                                 <C>         <C>            <C>
  Domestic Operations:
    Mass market ................................................    $ 45,757    $    5,226     $    890
    Health food stores .........................................      10,733        (1,185)         498
    Health clubs and gyms ......................................       5,839           281          321
    Other ......................................................       1,295          (203)          72
    Unallocated ................................................        --          (1,850)        --
                                                                    --------    ----------     --------
                                                                      63,624         2,269        1,781

  International Operations .....................................      26,343           690        1,099
                                                                    --------    ----------     --------

                                                                    $ 89,967    $    2,959     $  2,880
                                                                    ========    ==========     ========
<CAPTION>
                                                                                  INCOME
                                                                                  (LOSS)
                                                                      NET          FROM        INTEREST
                                                                     SALES      OPERATIONS     EXPENSE
1998:                                                               --------    ----------     --------
  Domestic Operations:
    Mass market ................................................    $ 32,594    $    3,470     $    669
    Health food stores .........................................      13,416            28          340
    Health clubs and gyms ......................................       5,828           313          146
    Other ......................................................       5,140          (205)          78
                                                                    --------    ----------     --------
                                                                      56,978         3,606        1,233

  International Operations .....................................      10,968           933          462
                                                                    --------    ----------     --------

                                                                    $ 67,946    $    4,539     $  1,695
                                                                    ========    ==========     ========
</TABLE>
      Reconciliation of total assets for the reportable segments is as follows
at August 31, 1999:

                    Total domestic assets ....    $ 213,080
                    Total international assets       80,708
                    Eliminations .............      (51,033)
                                                  ---------
                         Total ...............    $ 242,755
                                                  =========
                                       7
<PAGE>
              WEIDER NUTRITION INTERNATIONAL, INC. AND SUBSIDIARIES

         NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
                    (DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)

      Capital expenditures for domestic and international operations amounted to
$1.1 million and $.3 million, respectively, for the three months ended August
31, 1999, and $2.2 million and $.1 million, respectively, for the three months
ended August 31, 1998. The majority of international related long-lived assets
are located in Germany.

7.    SALES TO MAJOR CUSTOMERS

      The Company's three largest customers accounted for approximately 47% and
39%, respectively, of net sales for the three months ended August 31, 1999 and
1998, respectively. At August 31, 1999 and May 31, 1999, amounts due from these
customers represented approximately 37% and 42%, respectively, of total trade
accounts receivable.

8.    CONTINGENCIES

      In March 1999, the plaintiff's attorney involved in a previously settled
California matter regarding certain of the Company's bar products filed a
lawsuit on behalf of Michael Morelli and an alleged class in the Supreme Court
of the State of New York (New York County) alleging similar unfair competition
and false claims under New York law. In May 1999, the plaintiffs' attorney also
filed a lawsuit on behalf of Lisa Fasig and an alleged class in the Circuit
Court of Lee County, Florida alleging similar claims under Florida law. The
Company disputes the allegations and will vigorously oppose the lawsuits.

      The Company is involved in other claims, legal actions and governmental
proceedings that arise from the Company business operations. Although ultimate
liability cannot be determined at the present time, the Company believes that
any liability resulting from these matters, if any, after taking into
consideration the Company's insurance coverage, will not have a material adverse
effect on the Company's financial position or cash flows.

                                       8
<PAGE>
ITEM 2.     MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
            RESULTS OF OPERATIONS

      THE FOLLOWING DISCUSSION AND ANALYSIS SHOULD BE READ IN CONJUNCTION WITH
THE CONSOLIDATED FINANCIAL STATEMENTS, INCLUDING THE NOTES THERETO, APPEARING
ELSEWHERE IN THIS QUARTERLY REPORT ON FORM 10-Q. EXCEPT FOR THE HISTORICAL
INFORMATION CONTAINED HEREIN, THE MATTERS DISCUSSED IN THIS QUARTERLY REPORT
CONTAIN FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF SECTION 27A OF THE
SECURITIES ACT OF 1933, AS AMENDED, AND SECTION 21E OF THE SECURITIES EXCHANGE
ACT OF 1934, AS AMENDED, THAT ARE BASED ON MANAGEMENT'S BELIEFS AND ASSUMPTIONS,
CURRENT EXPECTATIONS, ESTIMATES, AND PROJECTIONS. STATEMENTS THAT ARE NOT
HISTORICAL FACTS, INCLUDING WITHOUT LIMITATION STATEMENTS WHICH ARE PRECEDED BY,
FOLLOWED BY OR INCLUDE THE WORDS "BELIEVES," "ANTICIPATES," "PLANS," "EXPECTS,"
"MAY," "SHOULD" OR SIMILAR EXPRESSIONS ARE FORWARD-LOOKING STATEMENTS. THESE
STATEMENTS ARE SUBJECT TO RISKS AND UNCERTAINTIES, CERTAIN OF WHICH ARE BEYOND
THE COMPANY'S ABILITY TO PREDICT OR CONTROL, AND, THEREFORE, ACTUAL RESULTS MAY
DIFFER MATERIALLY. THE COMPANY DISCLAIMS ANY OBLIGATION TO UPDATE ANY
FORWARD-LOOKING STATEMENTS WHETHER AS A RESULT OF NEW INFORMATION, FUTURE EVENTS
OR OTHERWISE.

      IMPORTANT FACTORS THAT MAY EFFECT FUTURE RESULTS INCLUDE, BUT ARE NOT
LIMITED TO: COMPLETION OF THE SKU REDUCTION PROGRAM AS ANTICIPATED BY THE
COMPANY, THE COMPANY'S ABILITY TO IMPLEMENT MORE SOPHISTICATED OPERATING SYSTEMS
AND INVENTORY MANAGEMENT PROGRAMS, THE IMPACT OF COMPETITIVE PRODUCTS AND
PRICING, DEPENDENCE ON INDIVIDUAL PRODUCTS, THE REALIZABLE VALUE OF DISCONTINUED
SKUS, MARKET CONDITIONS INCLUDING PRICING, DEMAND FOR PRODUCTS, AND THE LEVEL OF
TRADE INVENTORIES, THE SUCCESS OF PRODUCT DEVELOPMENT AND NEW PRODUCT
INTRODUCTIONS INTO THE MARKETPLACE, CHANGES IN LAWS AND REGULATIONS, THE
COMPANY'S ABILITY TO IDENTIFY, RECRUIT AND INTEGRATE KEY MANAGEMENT PERSONNEL,
INCLUDING THE COST AND TIMING THEREOF, LITIGATION AND GOVERNMENT REGULATORY
ACTION, AVAILABILITY OF FUTURE FINANCING, UNCERTAINTY OF MARKET ACCEPTANCE OF
NEW PRODUCTS, RESULTS OF MANAGEMENT'S EVALUATION OF ITS BUSINESS OPERATIONS AND
STRATEGIES, AND OTHER RISKS INDICATED FROM TIME TO TIME IN THE COMPANY'S SEC
REPORTS, COPIES OF WHICH ARE AVAILABLE UPON REQUEST FROM THE COMPANY'S INVESTOR
RELATIONS DEPARTMENT.

GENERAL

      Weider Nutrition International, Inc. (the "Company") develops,
manufactures, markets, distributes and sells branded and private label vitamins,
nutritional supplements and sports nutrition products in the United States and
throughout the world. The Company offers a broad range of capsules and tablets,
powdered drink mixes, bottled beverages and nutrition bars consisting of
approximately 850 nutritional supplement stock keeping units ("SKUs")
domestically and internationally. The Company has a portfolio of recognized
brands, including Schiff(R), Weider Sports Nutrition, MetaForm(R), American Body
Building(TM), Multipower(R), Multaben(R) and Venice Beach(R) that are primarily
marketed through mass market, health food store and/or health club and gym
distribution channels. The Company markets its branded nutritional supplement
products in four principal categories: sports nutrition; vitamins, minerals and
herbs; weight management; and healthy snacks. As a result of the Company's July
1998 acquisition of Haleko Hanseatisches Lebensmittel Kontor GmbH ("Haleko"),
the Company has significantly expanded its operations outside the United States.
The Company's international operations include sports nutrition supplements,
other nutraceuticals and sportswear products.

                                       9
<PAGE>
      The Company's principal executive offices are located at 2002 South 5070
West, Salt Lake City, Utah 84104 and its telephone number is (801) 975-5000. As
used herein, the "Company" means Weider Nutrition International, Inc. and its
subsidiaries, except where indicated otherwise.

RESULTS OF OPERATIONS (UNAUDITED)
(THREE MONTHS ENDED AUGUST 31, 1999 COMPARED TO THREE MONTHS ENDED
AUGUST 31, 1998)

      The following table shows selected items expressed on an actual basis and
as a percentage of net sales for the respective interim periods:
<TABLE>
<CAPTION>
                                                                                     THREE MONTHS ENDED AUGUST 31,
                                                                             ------------------------------------------
                                                                                     1999                   1998
                                                                             --------------------   -------------------
                                                                                         (DOLLARS IN THOUSANDS)
<S>                                                                          <C>          <C>       <C>         <C>
Net sales ...............................................................    $ 89,967       100.0%  $ 67,946      100.0%
Cost of goods sold ......................................................      56,432        62.7     44,418       65.4
                                                                             --------     -------   --------    -------
Gross profit ............................................................      33,535        37.3     23,528       34.6
                                                                             --------     -------   --------    -------
Operating expenses ......................................................      28,726        31.9     18,989       27.9
Severance and recruiting
  charges ...............................................................       1,850         2.1       --         --
                                                                             --------     -------   --------    -------
Total operating expenses ................................................      30,576        34.0     18,989       27.9
                                                                             --------     -------   --------    -------
Income from operations ..................................................       2,959         3.3      4,539        6.7
Other expense, net ......................................................       2,732         3.0      1,716        2.5
Income taxes (benefit) ..................................................         (19)       --        1,116        1.6
                                                                             --------     -------   --------    -------
Net income ..............................................................    $    246          .3%  $  1,707        2.5%
                                                                             ========     =======   ========    =======
</TABLE>

      NET SALES. Net sales for the three months ended August 31, 1999 increased
$22.0 million, or 32.4%, to $90.0 million from $67.9 million for the three
months ended August 31, 1998. Sales to mass volume retailers (including food,
drug, mass, club and convenience stores) and international markets increased
during the three months ended August 31, 1999 compared to the three months ended
August 31, 1998. Sales to health food distributors and retailers and contract
manufacturing sales decreased during the first quarter of fiscal 1999 compared
to the first quarter of fiscal 1998. Sales to health club and gym distributors
were approximately the same for the first quarter of fiscal 1999 compared to the
first quarter of fiscal 1998.

      First quarter fiscal 2000 sales to mass volume retailers increased
approximately 40.4% to $45.8 million from first quarter fiscal 1999 sales of
$32.6 million. The increase in sales to mass volume retailers was primarily the
result of increased sales to existing accounts of certain leading branded
products. Sales of Pain Free(TM) amounted to $26.3 million for the first quarter
of fiscal 2000 compared to $15.0 million for the first quarter of fiscal 1999.
Sales to health food distributors and retailers decreased approximately 20.0% to
$10.7 million for the fiscal 2000 first quarter from $13.4 million for the
fiscal 1999 first quarter. The decrease in sales resulted primarily from the
Company's increased focus on the mass market distribution channel together with
certain individual retailers in the health food distribution channel. Sales
volume with GNC, the Company's most significant health food retailer, increased
in the first quarter of fiscal 2000 compared to the first quarter of fiscal
1999, whereas sales to health food distributors decreased in the first quarter
of fiscal 2000 compared to the first quarter of fiscal 1999.

                                       10
<PAGE>
      Sales to international markets increased 139.5% to $26.3 million for the
three months ended August 31, 1999 compared to $11.0 million for the three
months ended August 31, 1998. The increase in sales to international markets
resulted primarily from the Company's acquisition of Haleko in July 1998. The
Company's financial results for the first quarter of fiscal 2000 included
Haleko's operating results for three months, which consisted of $22.4 million in
sales volume.

      Contract manufacturing (private label) sales volume decreased
approximately 93.1% to $.3 million for the first quarter of fiscal 2000 from
$3.6 million for the first quarter of fiscal 1999. The decrease in contract
manufacturing sales is consistent with the Company's decision to limit contract
manufacturing business to only those customers who have, or may in the future
have, other business relationships with the Company. Private label business for
customers with whom other business relationships exist are included in the net
sales amounts for the distribution channel applicable to the customer.

      GROSS PROFIT. Gross profit increased approximately 42.5% to $33.5 million
for the quarter ended August 31, 1999 compared to $23.5 million for the quarter
ended August 31, 1998. Gross profit, as a percentage of net sales, was 37.3% for
the quarter ended August 31, 1999 compared to 34.6% for the quarter ended August
31, 1998. The increase in the gross profit percentage resulted primarily from
consolidation of the Company's capsule and tablet manufacturing facilities,
increase in higher margin international sales, change in sales mix and reduced
credits for returned products.

      OPERATING EXPENSES. Operating expenses, including severance and recruiting
charges, increased approximately 61.0% to $30.6 million for the fiscal 2000
first quarter from $19.0 million for the fiscal 1999 first quarter. During the
fiscal 2000 first quarter the Company continued its organizational changes and
upgrading of management systems (including senior management changes) that
resulted in approximately $1.9 million of costs during the three month period.
Excluding these charges, operating expenses increased $9.7 million, or 51.3%
during the first quarter of fiscal 2000 in comparison to the first quarter of
fiscal 1999. The increase resulted primarily from the continued implementation
of an expanded marketing plan resulting in significant increases in selling,
marketing and advertising costs and the inclusion of Haleko operating results
for three months (as compared to one month for the first quarter of fiscal
1999).

      Selling and marketing expenses, including sales, marketing, advertising,
freight and other costs, increased approximately 57.1% to $19.4 million for the
fiscal 2000 first quarter from $12.4 million for the fiscal 1999 first quarter.
The increase in selling and marketing expenses resulted primarily from the
acquisition of Haleko ($5.5 million), increased advertising and promotion costs
associated with the Company's brand building initiative and personnel costs
required to handle higher sales volumes.

      General and administrative expenses increased approximately 45.4% to $7.5
million for the quarter ended August 31, 1999 compared to $5.2 million for the
quarter ended August 31, 1998. The increase in general and administrative
expenses for the first quarter of fiscal 2000 resulted primarily from the
acquisition of Haleko ($2.6 million), additional overhead costs associated with
higher sales volumes and increased personnel related expenses.

                                       11
<PAGE>
       OTHER EXPENSE. Other expense, net, amounted to $2.7 million for the
quarter ended August 31, 1999 compared to $1.7 million for the quarter ended
August 31, 1998. The net increase of approximately $1.0 million resulted
primarily from increased interest costs associated with additional indebtedness
incurred in connection with the acquisition of Haleko, together with an overall
higher effective borrowing rate.

      PROVISION FOR INCOME TAXES. Provision for income taxes amounted to a
nominal (benefit) for the quarter ended August 31, 1999 compared to tax expense
of $1.1 million for the quarter ended August 31, 1998. The decrease resulted
primarily from the reduction in pre-tax earnings and the net effect of tax rate
differences for the Company's domestic and international operations.

      LIQUIDITY AND CAPITAL RESOURCES. Concurrent with the Company's IPO,
effective May 1, 1997, the Company entered into an amended credit agreement (the
"Credit Agreement") with GECC. The Credit Agreement is a $115.0 million senior
secured, long-term credit facility that contains standard terms and conditions,
including, subject to permitted amounts, a limitation on the ability of the
Company to pay dividends on the common stock and minimum net worth requirements.
The obligations of the Company under the Credit Agreement are secured by a first
priority lien on all owned or acquired tangible and intangible assets of the
Company and a pledge to GECC of the capital stock of the U.S. subsidiaries of
the Company, including the subsidiary that owns the Company's foreign
subsidiaries. Borrowings available under the Credit Agreement are used for
general working capital, to support capital expenditures and for other
investment considerations. Borrowings under the Credit Agreement bear interest
at floating rates and mature in February 2000. Accordingly, amounts outstanding
under the Credit Agreement at August 31, 1999, are included in the current
portion of long-term debt. At August 31, 1999, the Company had approximately
$28.5 million of available credit under the Credit Agreement.

      Excluding amounts outstanding under the Credit Agreement($86.5 million),
the Company had working capital of approximately $68.0 million at August 31,
1999 compared to $79.0 million at May 31, 1999. The decrease resulted primarily
from reduced receivables and inventories. Current receivables and inventories
decreased $7.6 million and $3.0 million, respectively, during the quarter ended
August 31, 1999. The decrease in receivables was primarily attributable to a
change in customer sales mix. The decrease in inventories was primarily
attributable to improved inventory management, including the Company's SKU
reduction program.

      During the first three months of fiscal 2000, the Company's aggregate
current and long-term debt decreased approximately $10.0 million to $105.4
million at August 31, 1999 primarily as a result of the decrease in receivables
and inventories.

      The Company expects to fund its long-term capital requirements for the
next twelve months through the use of operating cash flow supplemented as
necessary by borrowings under the Credit Agreement (and/or alternative
financing; see Note No. 2)and, if necessary, through debt financing or the
issuance of additional equity. The Company also from time to time may evaluate
strategic acquisitions as the nutritional supplements industry continues to
consolidate. The funding of any future acquisitions, if any, may also require
borrowings under the Credit Agreement, as amended, and/or other debt financing
or the issuance of additional equity.

                                       12
<PAGE>
      The Company paid a quarterly dividend of $0.0375 per share subsequent to
August 31, 1999. The dividend was declared to be payable on September 20, 1999
to holders of all classes of common stock of record at the close of business on
September 10, 1999. The Company's Board of Directors will determine dividend
policy in the future based upon, among other things, the Company's results of
operations, financial condition, contractual restrictions and other factors
deemed relevant at the time. In addition, the Credit Agreement contains certain
customary financial covenants that may limit the Company's ability to pay
dividends on its common stock. Accordingly, there can be no assurance that the
Company will be able to sustain the payment of dividends in the future.

      IMPACT OF INFLATION. The Company has historically been able to pass
inflationary increases for raw materials and other costs through to its
customers and anticipates that it will be able to continue to do so in the
future.

      SEASONALITY. The Company's business is seasonal, with lower sales
typically realized during the first and second fiscal quarters and higher sales
typically realized during the third and fourth fiscal quarters. The Company
believes such fluctuations in sales are the result of greater marketing and
promotional activities toward the end of each fiscal year, customer buying
patterns, and consumer spending patterns related primarily to the consumers'
interest in achieving personal health and fitness goals after the beginning of
each new calendar year and before the summer fashion season.

      Furthermore, as a result of changes in product sales mix and other
factors, as discussed above, the Company experiences fluctuations in gross
profit and operating margins on a quarter-to-quarter basis.

      YEAR 2000. In fiscal 1998 the Company initiated a year 2000 compliance
project (the "Year 2000 Project"). The Company identified the Year 2000 Project
as a priority and has allocated resources to it in an effort to minimize the
impact of Year 2000 date related problems. The Company has assigned a senior
level manager to oversee the Year 2000 Project and has retained the services of
an outside year 2000 consulting firm. The scope of the Year 2000 Project
encompasses the Company's traditional mainframe based application software, its
midrange and personal computing platforms, and its embedded microprocessor
systems. Furthermore, the Company is conducting a year 2000 compliance
assessment of those of its suppliers, distributors and customers, whose
relationship, in the Company's business judgment, is material. Although the
Company's assessment of its year 2000 issues is not complete, the Company has
made a preliminary determination of its critical and non-critical items.

      The Company's critical items include its JD Edwards accounting and
manufacturing support software and its IBM AS/400 operating system. Each of
these items has been certified by the vendor as year 2000 compliant. The Company
is conducting tests to support these claims.

      Approximately $600,000 has been spent on the substantially completed Year
2000 Project at August 31, 1999. The Company is also in the process of
evaluating year 2000 compliance by its major business suppliers and vendors, and
is in the process of evaluating and formulating its contingency plans. Included
in these contingency plans are backup power supply systems for computers,
facilities and manufacturing. The Company continues to formulate these
contingency plans for critical issues involving business suppliers and

                                       13
<PAGE>
vendors, information processing and its manufacturing process. Although the
Company is undertaking the Year 2000 Project, no assurance can be given that
such a program will be able to solve the year 2000 issues applicable to the
Company or that failure to solve will not have a material adverse effect on the
Company.

PART II.    OTHER INFORMATION

ITEM 1.     LEGAL PROCEEDINGS.

            The information set forth in Note 8 to Condensed Consolidated
Financial Statements in Item 1 of this Quarterly Report on Form 10-Q is
incorporated herein by reference.

ITEM 2.     CHANGES IN SECURITIES.

            Not applicable.

ITEM 3.     DEFAULTS UPON SENIOR SECURITIES.

            Not applicable.

ITEM 4.     SUBMISSION OF MATTER TO A VOTE OF SECURITY HOLDERS.

            Not applicable.

ITEM 5.     OTHER INFORMATION.

            Not applicable.

ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K

            (a)   Exhibits:

5.1   Stock Purchase Agreement, dated July 9, 1998, by and among Weider
      Nutrition Group, Inc. and Wolfgang Brandt and Eberhardt Schluter. (2)
5.2   Amendment Deed to Stock Purchase Agreement, dated July 24, 1998. (2)
5.3   Share Transfer Deed, dated July 24, 1998. (2)
3.1   Amended and Restated Certificate of Incorporation of Weider Nutrition
      International, Inc. (1)
3.2   Amended and Restated Bylaws of Weider Nutrition International, Inc. (1)
4.1   Amended and Restated Credit Agreement dated as of May 6, 1997 among Weider
      Nutrition International, Inc., certain subsidiaries, certain lenders and
      General Electric Capital Corporation. (3)
4.2   First Amendment to Amended and Restated Credit Agreement dated as of
      August 27, 1997 among Weider Nutrition International, Inc. and certain of
      its affiliates and General Electric Capital Corporation and certain other
      lenders. (3)
4.3   Second Amendment to Amended and Restated Credit Agreement dated as of
      February 1998 among Weider Nutrition International, Inc. and certain of
      its affiliates and General Electric Capital Corporation and certain other
      lenders. (3)
4.4   Third Amendment to Amended and Restated Credit Agreement dated as of
      July 28, 1998 among Weider Nutrition International, Inc. and certain of
      its affiliates and General Electric Capital Corporation and certain other
      lenders. (4)
4.5   Fourth Amendment to Amended and Restated Credit Agreement dated as of
      December 2, 1998 among Weider Nutrition International, Inc. and certain of
      its affiliates and General Electric Capital Corporation and certain other
      lenders. (4)

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<PAGE>
4.6   Fifth Amendment to Amended and Restated Credit Agreement dated as of
      December 15, 1998 among Weider Nutrition International, Inc. and certain
      of its affiliates and General Electric Capital Corporation and certain
      other
      lenders. (4)
4.7   Sixth Amendment to Amended and Restated Credit Agreement dated as of
      March 4, 1999 among Weider Nutrition International, Inc. and certain of
      its affiliates and General Electric Capital Corporation and certain other
      lenders. (5)
4.8   Seventh Amendment to Amended and Restated Credit Agreement dated as of
      June 24, 1999 among Weider Nutrition International, Inc. and certain of
      its affiliates and General Electric Capital Corporation and certain other
      lenders. (6)
4.9   Haleko Credit Agreement dated as of July 22, 1999, among Haleko and
      certain other lenders. (7)
10.1  Build-To-Suit Lease Agreement, dated March 20, 1996, between SCI
      Development Services Incorporated and Weider Nutrition Group, Inc. (1)
10.2  Agreement by and between Joseph Weider and Weider Health and Fitness. (1)
10.3  1997 Equity Participation Plan of Weider Nutrition International, Inc. (1)
10.4  Form of Tax Sharing Agreement by and among Weider Nutrition International,
      Inc. and its subsidiaries and Weider Health and Fitness and its
      subsidiaries. (1)
10.5  Form of employment Agreement between Weider Nutrition International, Inc.
      and Richard B. Bizzaro. (1)
10.6  Form of Employment Agreement between Weider Nutrition International, Inc.
      and Robert K. Reynolds, as amended. (5)
10.7  Form of Senior Executive Employment Agreement between Weider Nutrition
      International, Inc. and certain senior executives of the Company. (1)
10.8  Advertising Agreement between Weider Nutrition International, Inc. and
      Weider Publications, Inc. (1)
10.9  Amended and Restated Shareholders Agreement between Weider Health and
      Fitness and Hornchurch Investments Limited. (1)
10.10 Amended and Restated Shareholders Agreement between Weider Health and
     Fitness,
       Bayonne Settlement and Ronald Corey. (1)
10.11 Indemnification Agreement between Weider Nutrition Group, Inc. and Showa
     Denko
      America. (1)
10.12 License Agreement between Mariz Gestao E Investmentos Limitada and Weider
       Nutrition Group Limited. (1)
10.13 Form of Employment Agreement between Weider Nutrition International, Inc.
     and
      Bruce J. Wood. (6)
10.14 Separation Agreement between Weider Nutrition International, Inc. and
      Robert K. Reynolds. (7)
21    Subsidiaries of Weider Nutrition International, Inc. (1)
27.1  FINANCIAL DATA SCHEDULE SUMMARY (7)

(1)   Filed as an Exhibit to the Company's Registration Statement on From S-1
      (File No. 333-12929) and incorporated herein by reference.
(2)   Previously filed in the Company's Current Report on Form 8-K dated as of
      July 24, 1998 and incorporated herein by reference.
(3)   Previously filed in the Company's Current Report on Form 10-Q dated as of
      October 14, 1998 and incorporated herein by reference.
(4)   Previously filed in the Company's Current Report on Form 10-Q dated as of
      January 14, 1999 and incorporated herein by reference.
(5)   Previously filed in the Company's Current Report on Form 10-Q dated as of
      April 6, 1999 and incorporated herein by reference.
(6)   Previously filed in the Company's Current Report on From 10-K dated as of
      August 30, 1999 and incorporated herein by reference.
(7)   FILED HEREWITH.

(b)   Reports on Form 8-K

      None

                                       15
<PAGE>
                                   SIGNATURES

      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 thereunto duly authorized.

                                       WEIDER NUTRITION INTERNATIONAL, INC.

Date: October 15, 1999                 BY: /s/  BRUCE J. WOOD
                                       ---------------------------------
                                                Bruce J. Wood
                                       President, Chief Executive Officer
                                                and Director

Date: October 15, 1999                 BY: /s/  JOSEPH W. BATY
                                       ----------------------------------
                                               Joseph W. Baty
                                       Senior Vice President, Finance

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