SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                Amendment No. 1

                                       to

                                    FORM 10-K

                       FOR ANNUAL AND TRANSITIONAL REPORTS
                    PURSUANT TO SECTIONS 13 AND 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

              ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934
[X]

For the fiscal year ended December 31, 1997

                                       OR

[ ]          TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________________ to _____________

                         Commission File Number: 0-21003

                               TWINLAB CORPORATION
             (Exact name of Registrant as Specified in Its Charter)

            Delaware                                           11-3317986      
    (State or Other Jurisdiction of                       (I.R.S. Employer   
    Incorporation or Organization)                        Identification No.)  
                                                  
         2120 Smithtown Avenue                                  11779    
         Ronkonkoma, New York                                (Zip Code) 
 (Address of Principal Executive Offices)           

       Registrant's telephone number, including area code: (516) 467-3140

Securities registered pursuant to Section 12(b) of the Act:  None

Securities registered pursuant to Section 12(g) of the Act: Common Stock, $1.00
par value 

                                  -----------

      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 [ ]

      Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]

      The aggregate market value of shares of Common Stock of the registrant
held by non-affiliates based on the closing sale price of the Common Stock on
March 19, 1998 as reported on the Nasdaq National Market was $393,116,829.

      As of March 19, 1998, the registrant had 27,321,500 shares of Common Stock
outstanding.

                       DOCUMENTS INCORPORATED BY REFERENCE
<PAGE>   

      Portions of the registrant's definitive proxy statement for the 1998
Annual Meeting of Stockholders are incorporated by reference into Part III of
this Report.


                                       2

<PAGE>

                                AMENDMENT NO. 1
                           TO THE FORM 10-K FILED BY
                     TWINLAB CORPORATION ON MARCH 20, 1998


         The following Exhibits were omitted from the Form 10-K filed by Twinlab
Corporation  on March 20, 1998,  and such Form 10-K is hereby amended to include
such exhibits as hereinafter set forth.


Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

(c)   Exhibits:

Exhibit
Number  Description of Exhibit

2.1     --  Stock Purchase and Sale Agreement, dated as of March 5, 1996, among
            David Blechman, Jean Blechman, Brian Blechman, Neil Blechman, Ross
            Blechman, Steve Blechman, Dean Blechman, Stephen Welling, the
            Registrant, Natur-Pharma Inc. and GEI (the "Stock Purchase and Sale
            Agreement") (incorporated by reference to Exhibit 2.1 to the
            Registration Statement on Form S-1, dated June 4, 1996, as amended,
            filed by the Registrant, Registration No. 333-05191; "Twinlab S-1").

2.1.1   --  Amendment to the Stock Purchase and Sale Agreement, dated May 6,
            1996 (incorporated by reference to Exhibit 2.1.1 to Twinlab S-1).

3.1     --  Second Amended and Restated Certificate of Incorporation of the
            Registrant (incorporated by reference to Exhibit 3.4 to the
            Registration Statement on Form S-4, dated June 25, 1996, as amended,
            filed by Twin, Registration No. 333-06781; "Twin S-4").

3.2     --  Amended and Restated By-laws of the Registrant (incorporated by
            reference to Exhibit 3.5 to Twin S-4).

4.1     --  Indenture, dated May 7, 1996, among Twin, and ARP and the Registrant
            (together, the "Guarantors"), and Fleet National Bank as Trustee,
            Registrar, Paying Agent and Securities Agent, regarding Twin's 10
            1/4% Senior Subordinated Notes due 2006 and the 10 1/4% Senior
            Subordinated Notes due 2006 issued in exchange therefor
            (incorporated by reference to Exhibit 4.2 to Twin S-1).

4.2     --  First Supplemental Indenture, dated as of December 1, 1997, to the
            Indenture dated as of May 7, 1996, among Twin and ARP, Changes 
            International and the 


                                        3
<PAGE>   
            Registrant, as Guarantors and State Street Bank and Trust Company
            (as successor to Fleet National Bank), as Trustee regarding Twin's
            10 1/4% Senior Subordinated Notes due 2006 (incorporated by
            reference to Exhibit 4.2 to the Registration Statement on Form S-3,
            dated March 17, 1998, Registration No. 333-48091). 

10.1    --  Credit and Guarantee Agreement, dated May 7, 1996, among Twin, the
            Registrant, the financial institutions named therein, Chemical Bank
            as Administrative Agent and The Bank of New York as Documentation
            Agent (incorporated by reference to Exhibit 4.3 to Twinlab S-1).

10.2    --  Amended and Restated Credit and Guarantee Agreement, dated November
            15, 1996, among Twin, the Registrant, the financial institutions
            named therein, The Chase Manhattan Bank as Administrative Agent and
            The Bank of New York as Documentation Agent (incorporated by
            reference to Exhibit 10.2 to the Registrant's 1996 Annual Report on 
            Form 10-K; the "1996 Annual Report").

10.3    --  Guarantee and Collateral Agreement, dated May 7, 1996, among the
            Registrant, Twin, and ARP in favor of Chemical Bank, as
            Administrative Agent (incorporated by reference to Exhibit 10.1 to
            Twinlab S-1).

10.4    --  Form of Revolving Credit Note (incorporated by reference to Exhibit
            10.4 to the 1996 Annual Report).

10.5    --  Form of Swing Line Note (incorporated by reference to Exhibit 10.5
            to the 1996 Annual Report).

10.6    --  Deed of Trust, dated May 7, 1996 (the "Deed of Trust"), from Twin to
            First American Title Company of Utah, Trustee for the use and
            benefit of Chemical Bank, as Administrative Agent, Beneficiary
            (incorporated by reference to Exhibit 10.6 to Twinlab S-1).

10.7    --  Amendment to Deed of Trust, dated November 20, 1996, among Twin and
            The Chase Manhattan Bank (incorporated by reference to Exhibit 10.7
            to the 1996 Annual Report).

10.8    --  Stockholders Agreement, dated May 7, 1996, among Brian Blechman,
            Neil Blechman, Ross Blechman, Steve Blechman, Dean Blechman and
            Stephen Welling, the Registrant and GEI (incorporated by reference
            to Exhibit 10.8 to Twinlab S-1).

10.9    --  Secondary Stockholders Agreement among Brian Blechman, Neil
            Blechman, Ross Blechman, Steve Blechman, Dean Blechman and Stephen
            Welling, the Registrant, GEI, DLJ Investment Funding, Inc., DLJ
            Investment Partners, L.P., Chase Equity Associates, L.P., PMI
            Mezzanine Fund, L.P. and State Treasurer of the State of Michigan,
            Custodian of the Michigan Public School Employees' Retirement
            System, State Employees' Retirement System, Michigan State Police
            Retirement System, and Michigan Judges Retirement System
            (incorporated by reference to Exhibit 10.9 to Twinlab S-1).

10.10   --  Employment Agreement, dated May 7, 1996, between Twin and Brian
            Blechman (incorporated by reference to Exhibit 10.10 to Twinlab
            S-1).

10.11   --  Employment Agreement, dated May 7, 1996, between Twin and Neil
            Blechman (incorporated by reference to Exhibit 10.11 to Twinlab
            S-1).

10.12   --  Employment Agreement, dated May 7, 1996, between Twin and Ross
            Blechman (incorporated by reference to Exhibit 10.12 to Twinlab
            S-1).

10.13   --  Employment Agreement, dated May 7, 1996, between Twin and Steve
            Blechman (incorporated by reference to Exhibit 10.13 to Twinlab
            S-1).

10.14   --  Employment Agreement, dated May 7, 1996, between Twin and Dean
            Blechman (incorporated by reference to Exhibit 10.14 to Twinlab
            S-1).

10.15   --  Employment Agreement, dated May 7, 1996, between Twin and Stephen
            Welling (incorporated by reference to Exhibit 10.15 to Twinlab S-1).

10.16   --  Consulting Agreement, dated May 7, 1996, between Twin and David
            Blechman (incorporated by reference to Exhibit 10.16 to Twinlab
            S-1).


                                        4
<PAGE>  

10.17   --  Consulting Agreement, dated May 7, 1996, between Twin and Jean
            Blechman (incorporated by reference to Exhibit 10.17 to Twinlab
            S-1).

10.18   --  Noncompetition Agreement, dated May 7, 1996, between Twin and David
            Blechman (incorporated by reference to Exhibit 10.18 to Twinlab
            S-1).

10.19   --  Noncompetition Agreement, dated May 7, 1996, between Twin and Jean
            Blechman (incorporated by reference to Exhibit 10.19 to Twinlab
            S-1).

10.20   --  Noncompetition Agreement, dated May 7, 1996, between Twin and Brian
            Blechman (incorporated by reference to Exhibit 10.20 to Twinlab
            S-1).

10.21   --  Noncompetition Agreement, dated May 7, 1996, between Twin and Neil
            Blechman (incorporated by reference to Exhibit 10.21 to Twinlab
            S-1).

10.22   --  Noncompetition Agreement, dated May 7, 1996, between Twin and Ross
            Blechman (incorporated by reference to Exhibit 10.22 to Twinlab
            S-1).

10.23   --  Noncompetition Agreement, dated May 7, 1996, between Twin and Steve
            Blechman (incorporated by reference to Exhibit 10.23 to Twinlab
            S-1).

10.24   --  Noncompetition Agreement, dated May 7, 1996, between Twin and Dean
            Blechman (incorporated by reference to Exhibit 10.24 to Twinlab
            S-1).

10.25   --  Noncompetition Agreement, dated May 7, 1996, between Twin and
            Stephen Welling (incorporated by reference to Exhibit 10.25 to
            Twinlab S-1).

10.26   --  Management Services Agreement, dated May 7, 1996, between Twin and
            Leonard Green & Partners, L.P. (incorporated by reference to Exhibit
            10.26 to Twinlab S-1).

10.27   --  Form of Restated Standard Indemnity Agreement, dated August 1992,
            between Twin and Showa Denko America, Inc. (incorporated by
            reference to Exhibit 10.28 to Twinlab S-1).

10.28   --  Form of SDR Guaranty Agreement, dated August 1992, between Twin and
            Showa Denko K.K. (incorporated by reference to Exhibit 10.29 to
            Twinlab S-1).

10.29   --  Twinlab Corporation 1996 Stock Incentive Plan (incorporated by
            reference to Exhibit 10.30 to Twinlab S-1).

10.30   --  Stock Option Agreement, dated November 5, 1997, between the 
            Registrant and John McCusker.***

10.31   --  Letter, dated October 7, 1997, between the Registrant and John
             McCusker.***

10.32   --  Construction Contract, dated February 27, 1998, between Twin and
            Interwest Construction Company, Inc.**

10.33   --  Lease, dated January 16, 1998, between Twin and Reckson Operating
            Partnership, L.P.*

10.34   --  Asset Purchase Agreement, dated as of March 17, 1998, among Jones
            Medical Industries, Inc., JMI-Phoenix Laboratories, Inc., Twin and
            Bronson Laboratories, Inc.***

21.1    --  List of Registrant's Subsidiaries.*

23.1    --  Consent of Deloitte & Touche LLP.*

27      --  Financial Data Schedule.*

------------
*   Previously filed.
**  Paper copy filed; EDGAR copy to be filed by amendment.
*** Filed herewith.


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<PAGE>  

                                   SIGNATURES

         Pursuant to the  requirements  of Section 13 or 15(d) of the Securities
Exchange Act of 1934,  the  registrant  has duly caused this  Amendment No. 1 to
Form  10-K  to be  signed  on its  behalf  by  the  undersigned  thereunto  duly
authorized.

                                        TWINLAB CORPORATION


                                        By: /s/ Ross Blechman
                                            -----------------------
                                                Ross Blechman
                                                Chairman of the Board, Chief
                                                Executive Officer and
                                                President

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
this Amendment No. 1 to Form 10-K has been signed below by the following persons
on behalf of the registrant and in the capacities and on the dates indicated.

Signature                   Title(s)                                Date


/s/ Ross Blechman           Chairman of the Board, Chief          March 24, 1998
--------------------------  Executive Officer, President 
Ross Blechman               and Director (Principal 
                            Executive Officer)
                             
                            
/s/ Neil Blechman           Executive Vice President, Secretary   March 24, 1998
--------------------------  and Director
Neil Blechman                                             

                            
/s/ Brian Blechman          Executive Vice President, Treasurer   March 24, 1998
--------------------------  and  Director
Brian Blechman                    

                            
/s/ Steve Blechman          Executive Vice President and          March 24, 1998
--------------------------  Director
Steve Blechman              
                            
                            
/s/ Dean Blechman           Executive Vice President and          March 24, 1998
--------------------------  Director
Dean Blechman               

                            
/s/ John McCusker           Chief Financial Officer (Principal    March 24, 1998
--------------------------  Financial and Accounting Officer)            
John McCusker               

                            
/s/ Stephen L. Welling      Director                              March 24, 1998
--------------------------  
Stephen L. Welling          

                            
/s/ Jonathan D. Sokoloff    Director                              March 24, 1998
--------------------------  
Jonathan D. Sokoloff        

                            
/s/ Jennifer Holden Dunbar  Director                              March 24, 1998
--------------------------  
Jennifer Holden Dunbar      

                            
/s/ John G. Danhakl         Director                              March 24, 1998
--------------------------  
John G. Danhakl