<PAGE>   1
                      SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, DC 20549
                                      
                                      
                                 FORM 10-Q/A
                                      
                                      
           QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
                       SECURITIES EXCHANGE ACT OF 1934
                                      
                                      
                 For the quarterly period ended June 30, 1998
                                      
                        Commission file number 0-21003
                                      
                                      
                             TWINLAB CORPORATION
                                      
                                      
             (Exact name of registrant as specified in its charter)


           Delaware                                      11-3317986
   (State of incorporation)                    (IRS Employer Identification No.)

           150 Motor Parkway, Suite 210, Hauppauge, New York 11788

   (Address of principal executive office)                 (zip code)


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


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

At July 31, 1998, the registrant had 31,554,649 shares of common stock
outstanding.
<PAGE>   2
                                     PART 1
                             FINANCIAL INFORMATION

ITEM 1: FINANCIAL STATEMENTS

                      TWINLAB CORPORATION AND SUBSIDIARIES
                          CONSOLIDATED BALANCE SHEETS

          (IN THOUSANDS OF DOLLARS EXCEPT SHARE AND PER SHARE AMOUNTS)
------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                     JUNE 30, 1998    DECEMBER 31, 1997(1)
                                                     -------------    --------------------
                                                      (unaudited)
<S>                                                    <C>                 <C>
ASSETS
Current Assets:
 Cash and cash equivalents                             $ 41,012            $  4,029
 Accounts receivable, net of allowance for bad
  debts of $444 at June 30, 1998 and $406 at
  December 31, 1997                                      42,805              44,509
 Inventories                                             56,850              37,254
 Deferred tax assets                                      1,661               1,615
 Prepaid expenses and other current assets                2,723               1,288
                                                       --------            --------
     Total Current Assets                               145,051              88,245

Property, plant and equipment, net                       21,848             13,958

Deferred tax assets                                      48,614              48,777

Other assets                                             70,158              20,344
                                                       --------            --------
TOTAL                                                  $285,671            $171,324
                                                       ========            ========

LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
 Current portion of long-term debt                     $    166            $ 13,993
 Accounts payable                                        16,038              16,534
 Accrued expenses and other current liabilities          12,800              10,208
                                                       --------            --------
     Total Current Liabilities                           29,004              40,735
Long-term debt, less current portion                     65,238             100,245
                                                       --------            --------
     Total Liabilities                                   94,242             140,980
                                                       --------            --------

Commitments and contingencies

Shareholders' equity:
  Preferred stock, $.01 par value; 2,000,000 shares
   authorized; none issued                                   --                  --
  Common stock, $1.00 par value; 75,000,000 shares
   authorized; 31,554,449 shares outstanding as of
   June 30, 1998 and 27,320,100 shares outstanding
   as of December 31, 1997                               31,554              27,320
  Additional paid-in capital                            290,401             147,003
 Accumulated deficit                                   (130,526)           (143,979)
                                                       --------            --------
     Total Shareholders' Equity                         191,429              30,344
                                                       --------            --------
TOTAL                                                  $285,671            $171,324
                                                       ========            ========

</TABLE>
(1) The consolidated balance sheet as of December 31, 1997 has been taken from 
    the audited financial statement at that date.

                                       1
<PAGE>   3
                      TWINLAB CORPORATION AND SUBSIDIARIES

                       CONSOLIDATED STATEMENTS OF INCOME
                    (IN THOUSANDS EXCEPT PER SHARE AMOUNTS)
------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                             THREE MONTHS ENDED  SIX MONTHS ENDED
                                                 JUNE 30,            JUNE 30,
                                             ------------------  -----------------
                                               1998      1997      1998      1997
                                             -------   --------  --------  -------
                                                 (unaudited)         (unaudited)

<S>                                          <C>       <C>       <C>        <C>
NET SALES                                    $78,573   $44,567   $152,024   $95,736
COST OF SALES                                 38,946    25,389     76,178    54,572
                                             -------  --------   --------   -------
GROSS PROFIT                                  39,627    19,178     75,846    41,164
OPERATING EXPENSES                            24,639     8,400     44,678    18,088
                                             -------  --------   --------   -------
INCOME FROM OPERATIONS                        14,988    10,778     31,168    23,076
OTHER (EXPENSE) INCOME:
 Interest income                                 822        41        920        85
 Interest expense                             (2,251)   (3,138)    (5,354)   (6,182)
 Other                                            16         6        (65)       12
                                             -------  --------   --------   -------
                                              (1,413)   (3,091)    (4,499)   (6,085)
INCOME BEFORE PROVISION FOR INCOME
 TAXES AND EXTRAORDINARY ITEM                 13,575     7,687     26,669    16,991
PROVISION FOR INCOME TAXES                     5,244     2,949     10,351     6,586
                                             -------  --------   --------   -------
INCOME BEFORE EXTRAORDINARY ITEM               8,331     4,738     16,318    10,405
 EXTRAORDINARY ITEM, NET OF $1,816
  PROVISION FOR INCOME TAXES                   2,865        --      2,865        --
                                             -------  --------   --------   -------
NET INCOME                                   $ 5,466  $  4,738   $ 13,453   $10,405
                                             =======  ========   ========   =======
BASIC INCOME PER SHARE
Income Before Extraordinary Item             $  0.27   $  0.18   $   0.56   $  0.39
Extraordinary Item                             (0.09)       --      (0.10)       --
                                             -------  --------   --------   -------
Net Income                                   $  0.18   $  0.18   $   0.46   $  0.39
                                             =======  ========   ========   =======

DILUTED INCOME PER SHARE
Income Before Extraordinary Item             $  0.27   $  0.18   $   0.56   $  0.39
Extraordinary Item                             (0.09)       --      (0.10)       --
                                             -------  --------   --------   -------
Net Income                                   $  0.18   $  0.18   $   0.46   $  0.39
                                             =======  ========   ========   =======

Weighted Average Common Shares
Used in Computing Basic Income Per Share      30,881    27,000     29,111    27,000
                                             =======  ========   ========   =======
Weighted Average Common Shares
Used in Computing Diluted Income Per Share    31,177    27,025     29,285    27,020
                                             =======  ========   ========   =======
</TABLE>

                                        2

<PAGE>   4
                      TWINLAB CORPORATION AND SUBSIDIARIES

                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                           (IN THOUSANDS OF DOLLARS)
-------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                       SIX MONTHS ENDED JUNE 30,
                                                          1998          1997
                                                          ----          ----
                                                              (UNAUDITED)
<S>                                                      <C>          <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income...........................................  $ 13,453     $10,405
  Adjustment to reconcile net income to net cash
  provided by operating activities:
    Extraordinary item.................................     2,865          --
    Depreciation and amortization......................     1,893         873
    Bad debt expense...................................        --         200
    Deferred income taxes..............................     1,933       2,225
    Changes in operating assets and liabilities:
      Accounts receivable..............................     3,158         583
      Inventories......................................   (12,584)     (9,072)
      Prepaid expenses and other current assets........    (1,194)       (450)
      Accounts payable.................................    (1,455)      1,098
      Accrued expenses and other current liabilities...       934      (3,769)
                                                         --------     -------
       Net cash provided by operating activities.......     9,003       2,093
                                                         --------     -------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchase of business.................................   (56,105)         --
  Proceeds from sale of property plant and equipment...        --       2,491
  Acquisition of property, plant and equipment.........    (4,779)     (2,920)
  Increase in other assets.............................    (6,558)        (23)
                                                         --------     -------
       Net cash used in investing activities...........   (67,442)       (452)
                                                         --------     -------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Net proceeds from second common stock offering.......   147,506          --
  Payments of debt.....................................   (13,757)     (3,012)
  Redemption of senior subordinated notes and related
  premium..............................................   (38,325)         --
  Proceeds from exercise of stock options..............        75          --
  Principal payments of capital lease obligations......       (77)        (72)
                                                         --------     -------
       Net cash provided by (used in) financing 
       activities......................................    95,422      (3,084)
                                                         --------     -------

Net increase (decrease) in cash and cash equivalents...    36,983      (1,443)
Cash and cash equivalents at beginning of period.......     4,029       3,794
                                                         --------     -------
Cash and cash equivalents at end of period.............  $ 41,012     $ 2,351
                                                         ========     =======

Supplemental disclosures of cash flow information:
  Cash paid during the periods for:
    Interest...........................................  $  4,787     $ 5,738
                                                         ========     =======
    Income taxes.......................................  $  8,996     $ 5,701
                                                         ========     =======
</TABLE>

                                       3

         
<PAGE>   5
                      TWINLAB CORPORATION AND SUBSIDIARIES
              NOTES TO CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS

           (ALL AMOUNTS IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
--------------------------------------------------------------------------------

1.  In the opinion of management, the accompanying consolidated unaudited
    financial statements include all necessary adjustments (consisting of normal
    recurring accruals) and present fairly the financial position of Twinlab
    Corporation ("Twinlab") and subsidiaries as of June 30, 1998, the results 
    of its operations for the three months and six months ended June 30, 1998 
    and 1997, and its cash flows for the six months ended June 30, 1998 and 
    1997 in conformity with generally accepted accounting principles for the 
    interim financial information applied on a consistent basis. The results of 
    operations for the three months and six months ended June 30, 1998 are not 
    necessarily indicative of the results to be expected for the full year.

    Certain information and footnote disclosures normally included in financial 
    statements prepared in accordance with generally accepted accounting 
    principles have been omitted. These financial statements should be read in 
    conjunction with the audited consolidated financial statements and notes 
    thereto included in Twinlab Corporation's December 31, 1997 Annual Report 
    to Stockholders on Form 10-K as filed with the Securities and Exchange 
    Commission.

2.  CONDENSED AND SUMMARIZED FINANCIAL INFORMATION

    The Company's amended revolving credit facility and restrictive covenants 
    contained in the indenture governing the senior subordinated notes restrict 
    the payment of dividends and the making of loans, advances or other 
    distributions to Twinlab by any of its subsidiaries except in certain 
    limited circumstances. The condensed financial information of Twinlab, on a 
    stand-alone basis, is as follows:

<TABLE>
<CAPTION>
                                                            JUNE 30, 1998       DECEMBER 31, 1997
                                                            -------------       -----------------
                                                             (UNAUDITED)
    <S>                                                       <C>                  <C>
    CONDENSED BALANCE SHEETS

    ASSETS
    Cash                                                      $  32,744             $     169 
    Investment in subsidiaries                                  158,685                30,175
                                                              ---------             ---------
                                                              $ 191,429             $  30,344
                                                              =========             =========
    SHAREHOLDERS' EQUITY
    Preferred stock, $.01 par value; 2,000,000 shares
      authorized; none issued                                 $      --             $      --
    Common stock, $1.00 par value; 75,000,000
      shares authorized; 31,554,449 outstanding as
      of June 30, 1998 and 27,320,100 outstanding
      as of December 31, 1997                                    31,554                27,320
    Additional paid-in capital                                  290,401               147,003
    Accumulated deficit                                        (130,526)             (143,979)
                                                              ---------             ---------
                                                              $ 191,429             $  30,344
                                                              =========             =========
</TABLE>

<TABLE>
<CAPTION>
                                                          THREE MONTHS ENDED JUNE 30,     SIX MONTHS ENDED JUNE 30,
                                                              1998           1997             1998          1997
                                                              ----           ----             ----          ----
                                                                 (UNAUDITED)                    (UNAUDITED)
<S>                                                          <C>            <C>              <C>          <C>
CONDENSED STATEMENTS OF INCOME
    Equity interest in net income of subsidiaries            $4,998         $4,767           $13,010      $10,533
    Interest income                                             725              2               727            3
                                                             ------         ------           -------      -------
    Income before provision for income taxes                  5,723          4,769            13,737       10,536
    Provision for income taxes                                  257             31               284          131
                                                             ------         ------           -------      -------
    Net income                                               $5,466         $4,738           $13,453      $10,405
                                                             ======         ======           =======      =======
</TABLE>


                                       4
<PAGE>   6

<TABLE>
<CAPTION>
                                                     SIX MONTHS ENDED JUNE 30,
                                                      1998              1997
                                                      ----              ----
                                                            (UNAUDITED)
<S>                                                   <C>               <C>
CONDENSED STATEMENTS OF CASH FLOWS
  CASH FLOWS FROM OPERATING ACTIVITIES
     Net income                                       $  13,453         $ 10,405
                                                      ---------         --------
  CASH FLOWS FROM INVESTING ACTIVITIES
     Equity investments in subsidiaries                (128,459)         (10,402)
                                                      ---------         --------
  CASH FLOWS FROM FINANCING ACTIVITIES
     Net proceeds from second common stock offering     147,506               --
     Proceeds from the exercise of stock options             75               --
                                                      ---------         --------
     Net cash provided by financing activities          147,581               --
                                                      ---------         --------

  Net increase in cash                                   32,575                3
  Cash at beginning of period                               169              162
                                                      ---------         --------
  Cash at end of period                               $  32,744         $    165
                                                      =========         ========
</TABLE>

Twin Laboratories Inc. ("Twin") is a direct wholly owned subsidiary of Twinlab. 
Advanced Research Press, Inc. ("ARP"), Changes International of Fort Walton 
Beach Inc. ("Changes"), Bronson Laboratories, Inc. and Health Factors 
International, Inc., both of which form the Bronson Group ("Bronson"), are 
indirect wholly owned subsidiaries of Twinlab. Twinlab, ARP, Changes and 
Bronson are guarantors of the senior subordinated notes of Twin.

The assets, results of operations and shareholders' equity of Twin comprise 
substantially all of the assets, results of operations and shareholders' equity 
of Twinlab on a consolidated basis. Twinlab has no separate operations and has 
no significant assets other than Twinlab's investment in Twin and, through 
Twin, in ARP, Changes and Bronson. Twin has no direct or indirect subsidiaries 
other than ARP, Changes and Bronson; and Twin has no other stockholder than 
Twinlab. Accordingly, the Company has determined that separate financial 
statements of Twin, ARP, Changes and Bronson would not be material to investors 
and, therefore, are not included herein.

Summarized financial information of Twin is as follows:

<TABLE>
<CAPTION>
                           AS OF JUNE 30, 1998     AS OF DECEMBER 31, 1997
                           -------------------     -----------------------
                               (UNAUDITED)
<S>                            <C>                        <C>
Current assets                 $112,307                   $ 88,077
Noncurrent assets               140,620                     83,079
Current liabilities              32,265                     44,825
Noncurrent liabilities           65,238                    100,245
Shareholder's equity            155,424                     26,086
</TABLE>
<TABLE>
<CAPTION>
                  THREE MONTHS ENDED JUNE 30,         SIX MONTHS ENDED JUNE 30,
                  ---------------------------         -------------------------
                  1998              1997              1998              1997
                  ----              ----              ----              ----
                       (UNAUDITED)                          (UNAUDITED)
<S>               <C>               <C>               <C>               <C>
Net sales         $78,573           $44,567           $152,024          $95,736
Gross profit       39,627            19,178             75,846           41,164
Net income          4,998             4,767             13,010           10,533
</TABLE>

Summarized financial information of ARP is as follows:

<TABLE>
<CAPTION>
                           AS OF JUNE 30, 1998     AS OF DECEMBER 31, 1997
                           -------------------     -----------------------
                               (UNAUDITED)
<S>                            <C>                        <C>
Current assets                 $1,943                     $1,399
Noncurrent assets                 189                        193
Current liabilities               870                        568
Noncurrent liabilities             --                         --
Shareholder's equity            1,262                      1,024
</TABLE>

<PAGE>   7
<TABLE>
<CAPTION>
                           THREE MONTHS ENDED JUNE 30,         SIX MONTHS ENDED JUNE 30,
                           ---------------------------         -------------------------         
                              1998           1997                 1998           1997
                              ----           ----                 ----           ----
                                  (UNAUDITED)                         (UNAUDITED)
<S>                          <C>            <C>                  <C>            <C>      
Net sales                    $1,235         $1,362               $2,578         $2,953
Gross profit                    329            298                  674            704
Net income                      109             95                  238            241
</TABLE>


Summarized financial information of Changes is as follows:

<TABLE>
<CAPTION>
                               AS OF JUNE 30, 1998
                               -------------------
                                   (UNAUDITED)
<S>                                  <C>
Current assets                       $ 6,902
Noncurrent assets                     12,843
Current liabilities                    3,427
Noncurrent liabilities                    --
Shareholder's equity                  16,318
</TABLE>

<TABLE>
<CAPTION>
                           THREE MONTHS ENDED JUNE 30, 1998         SIX MONTHS ENDED JUNE 30, 1998
                           --------------------------------         ------------------------------         
                                    (UNAUDITED)                              (UNAUDITED)
<S>                                 <C>                                       <C>   
Net sales                           $13,482                                   $26,048
Gross profit                         11,274                                    21,524
Net income                            1,124                                     2,084
</TABLE>

Summarized Financial information of Bronson Laboratories, Inc. is as follows:

<TABLE>
<CAPTION>
                               AS OF JUNE 30, 1998
                               -------------------
                                   (UNAUDITED)
<S>                                  <C>
Current assets                       $ 5,950
Noncurrent assets                     41,588
Current liabilities                    2,618
Noncurrent liabilities                    --
Shareholder's equity                  44,920
</TABLE>

<TABLE>
<CAPTION>
                           THREE MONTHS ENDED JUNE 30, 1998
                           --------------------------------
                                    (UNAUDITED)            
<S>                                 <C>                    
Net sales                            $2,755
Gross profit                          1,508
Net income                              210
</TABLE>

Summarized Financial information of Health Factors International, Inc. 
is as follows:

<TABLE>
<CAPTION>
                               AS OF JUNE 30, 1998
                               -------------------
                                   (UNAUDITED)
<S>                                  <C>
Current assets                       $ 4,585
Noncurrent assets                      7,596
Current liabilities                      629
Noncurrent liabilities                    --
Shareholder's equity                  11,552
</TABLE>

<TABLE>
<CAPTION>
                           THREE MONTHS ENDED JUNE 30, 1998
                           --------------------------------
                                    (UNAUDITED)            
<S>                                 <C>                    
Net sales                            $1,811
Gross profit                            456
Net income                              158
</TABLE>

                                       6
<PAGE>   8
3. INVENTORIES

Inventories consist of the following:

<TABLE>
<CAPTION>

                                           JUNE 30, 1998      DECEMBER 31, 1997
                                            (UNAUDITED)
<S>                                        <C>                <C>
     Raw Materials                           $27,892              $16,340
     Work in Process                          10,192                7,393
     Finished Goods                           18,766               13,521
                                             -------              -------
           Total                             $56,850              $37,254
                                             =======              =======
</TABLE>


4. NET INCOME PER SHARE

In 1997, the Company adopted Statement of Financial Accounting Standards 
("SFAS") No. 128, "Earnings Per Share" and restated net income per common share 
for all periods presented. Basic net income per common share was calculated 
based upon the weighted average number of common shares outstanding during the 
respective periods. Diluted net income per common share was calculated based 
upon the weighted average number of common shares outstanding and included the 
equivalent shares for dilutive options outstanding during the respective 
periods.

The weighted average common shares outstanding for the computation of basic net 
income per common share for the three months ended June 30, 1998 and 1997 were 
30,880,936 and 27,000,000, respectively, and for the six months ended June 30, 
1998 and 1997 were 29,110,829 and 27,000,000, respectively.

Additionally, for the diluted calculation, 296,266 and 24,657 of equivalent 
common shares were included for the three months ended June 30, 1998 and 1997, 
respectively, and 174,105 and 20,300 of equivalent common shares were included 
for the six months ended June 30, 1998 and 1997, respectively.

5. RECENT ACCOUNTING PRONOUNCEMENTS

The Company adopted SFAS No. 130, "Reporting Comprehensive Income" in 1998. For 
the six months ended June 30, 1998 there are no items of comprehensive income 
as defined in the pronouncement.

Recent pronouncements of the Financial Accounting Standards Board, which are 
not required to be adopted at this date, include SFAS No. 131, "Disclosures 
about Segments of an Enterprise and Related Information", SFAS No. 132, 
"Employers' Disclosures about Pensions and Other Postretirement Benefits," and 
SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities". 
These pronouncements are not expected to have a material impact on the 
Company's financial statements.

6. SECOND PUBLIC OFFERING

In April 1998, the Company completed a second public offering of 9.2 million 
shares of its common stock priced at $36.50 per share. Of the total shares 
offered, 4.2 million shares were sold by the Company. The net proceeds to the 
Company from the offering after expenses were approximately $147.5 million. Of 
the net proceeds to the Company, approximately $56.1 million was used to pay 
the purchase price for the Bronson acquisition (discussed in Note 7), including 
related fees and expenses; approximately $40.1 million was used to redeem $35.0 
million of the Company's senior subordinated notes at a redemption price of 
109 1/2 percent, plus accrued and unpaid interest; approximately $9.9 million 
was used to reduce outstanding borrowings under the Company's revolving credit 
facility, including accrued and unpaid interest; and approximately $41.4 
million was available for working capital and other general corporate purposes.

In July, the Company purchased $18.1 million of its senior subordinated notes 
on the open market at a price of 112 1/2 percent or $20.4 million with interest 
of $.4 million totaling $20.8 million. The Company may from time to time 
purchase additional senior subordinated notes in the open market.


                                       7

<PAGE>   9
7. BRONSON ACQUISITION

On April 30, 1998 the Company acquired substantially all of the assets and 
assumed certain liabilities of the Bronson Division of Jones Medical 
Industries, Inc. The purchase price was approximately $56.1 million, including 
related fees and expenses. Bronson manufactures, markets and distributes a line 
of over 350 vitamins, herbs, nutritional supplements and health and beauty 
aids, which are sold under the Bronson(R) name through catalogs and direct 
mailings to customers, including healthcare and nutritional professionals and 
mail order and retail customers. Bronson also markets its MD Pharmaceutical(R) 
brand exclusively to United States military commissaries.



                                       8

<PAGE>   10
ITEM 2.: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND 
         RESULTS OF OPERATIONS

GENERAL

The following discussion and analysis should be read in conjunction with the 
response to Part I, Item 1 of this report.

The Company operates in one business segment, the manufacturing and marketing of
brand name nutritional supplements. Within this segment, the Company operates in
four primary business areas: the TWINLAB division, the herbal products division,
the network marketing division and the catalog mail order division. Products
sold under the Twinlab division name include vitamins, minerals, amino acids,
fish and marine oils, sports nutrition products and special formulas. The herbal
products division includes a full line of herbal supplements and phytonutrients
marketed by the Nature's Herbs division and a full line of herbal teas marketed
by the Alvita Tea division. The Company's network marketing activities are
conducted through Changes International, which was acquired in November 1997.
The catalog mail order division activities are conducted through Bronson which
was acquired on April 30, 1998. In addition, the Company's publishing activities
are conducted through its subsidiary, Advanced Research Press, Inc.

RESULTS OF OPERATIONS

SIX MONTHS ENDED JUNE 30, 1998 COMPARED TO SIX MONTHS ENDED JUNE 30, 1997

NET SALES:  Net sales for the six months ended June 30, 1998 were $152.0 
million, an increase of $56.3 million, or 58.8%, as compared to net sales of 
$95.7 million for the six months ended June 30, 1997. The 58.8% increase was 
attributable to increases in gross sales, which were due to the Company's 
increased sales volume. TWINLAB brand net sales contributed $75.1 million, a 
decrease of $1.8 million, or 2.4% as compared to $76.9 million for the six 
months ended June 30, 1997. The decrease in net sales was primarily due to a 
decrease in special formula product sales and an increase in discounts and 
allowances on the TWINLAB brand products. Herbal products contributed $44.1 
million, an increase of $27.9 million or 171.1% as compared to $16.2 million 
for the six months ended June 30, 1997. The herbal category continued to 
benefit from the strong demand for St. John's Wort, Gingko, Kava Kava and Saw 
Palmetto. Publishing activities contributed $2.2 million as compared to $2.6 
million for the six months ended June 30, 1997. The network marketing division, 
which was acquired in the fourth quarter of 1997, contributed $26.0 million to 
net sales. The catalog mail order division acquired on April 30, 1998 
contributed $4.6 million to net sales.

GROSS PROFIT:  Gross profit for the six months ended June 30, 1998 was $75.8 
million, which represented an increase of $34.7 million, or 84.3%, as compared 
to $41.2 million for the six months ended June 30, 1997. Gross profit margin 
was 49.9% for the six months ended June 30, 1998, as compared to 43.0% for the 
six months ended June 30, 1997. The overall increase in gross profit dollars 
was attributable to the Company's higher sales volume for the six months ended 
June 30, 1998. The increase in gross profit margin for the six months ended 
June 30, 1998, as compared to the six months ended June 30, 1997, was due 
primarily to higher gross profit margins of the network marketing division.

OPERATING EXPENSES:  Operating expenses were $44.7 million for the six months 
ended June 30, 1998, representing an increase of $26.6 million, or 147.0%, as 
compared to $18.1 million for the six months ended June 30, 1997. As a percent 
of net sales, operating expenses increased from 18.9% for the six months ended 
June 30, 1997 to 29.4% for the six months ended June 30, 1998. The increase in 
operating expenses and operating expenses as a percent of net sales was 
primarily attributable to increased selling and marketing expenses and higher 
general and administrative expenses resulting from the Company's increased 
level of operations for the six months ended June 30, 1998, comprised primarily 
of an increase in the Company's advertising expenses and increased commission 
expense for the network marketing division.

                                       9
<PAGE>   11
INCOME FROM OPERATIONS: Income from operations was $31.2 million for the six
months ended June 30, 1998, representing an increase of $8.1 million, or 35.1%,
as compared to $23.1 million for the six months ended June 30, 1997. Income from
operations margin decreased to 20.5% of net sales for the six months ended June
30, 1998, as compared to 24.1% of net sales for the six months ended June 30,
1997. The increase in income from operations was primarily due to the Company's
higher sales volume together with higher gross margins. The decrease in income
from operations margins was primarily due to higher operating expenses as a
percent of net sales of the six months ended June 30, 1998.

OTHER EXPENSE: Other expense was $4.5 million for the six months ended June 30,
1998, as compared to $6.1 million for the six months ended June 30, 1997. The
net decrease of $1.6 million is primarily due to increased interest income of
$.8 million and decreased interest expense of $.8 million, both primarily as a
result of reduced debt levels and increased cash balances which resulted
primarily from the Company's second public offering in April 1998 (see note 6 to
the Company's unaudited consolidated financial statements).

THREE MONTHS ENDED JUNE 30, 1998 COMPARED TO THREE MONTHS ENDED JUNE 30, 1997

NET SALES: Net sales for the three months ended June 30, 1998 were $78.6
million, an increase of $34.0 million, or 76.3%, as compared to net sales of
$44.6 million for the three months ended June 30, 1997. The 76.3% increase was
attributable to increases in gross sales, which were due to the Company's
increased sales volume. Net sales of Twinlab products were $41.2 million, an
increase of $5.9 million or 16.7%, as compared to $35.3 million for the three
months ended June 30, 1997. The increase in net sales of Twinlab products was
primarily due to an increase in vitamins, sports nutrition and special formula
product lines. Herbal products contributed $18.3 million, an increase of $10.2
million, or 126.6%, from the $8.1 million in net sales for the three months
ended June 30, 1997. The herbal category continued to benefit from the strong
demand for St. John's Wort, Gingko, Kava Kava and Saw Palmetto. Publishing
contributed $1.1 million as compared to $1.2 million for the three months ended
June 30, 1997. The network marketing division, which was acquired in the fourth
quarter of 1997, contributed $13.5 million in net sales during the three months
ended June 30, 1998. The catalog mail order division acquired on April 30, 1998
contributed $4.6 million to net sales.

GROSS PROFIT: Gross profit for the three months ended June 30, 1998 was $39.6
million, which represented an increase of $20.4 million, or 106.6%, as compared
to $19.2 million for the three months ended June 30, 1998. Gross profit margin
was 50.4% for the three months ended June 30, 1998, as compared to 43.0% for the
three months ended June 30, 1997. The overall increase in gross profit dollars
was attributable to the Company's higher sales volume for the three months ended
June 30, 1998. The increase in gross profit margin for the three months ended
June 30, 1998, as compared to the three months ended June 30, 1997, was due
primarily to higher gross profit margins of the network marketing division.

OPERATING EXPENSES: Operating expenses were $24.6 million for the three months
ended June 30, 1998, representing an increase of $16.2 million, 193.3%, as
compared to $8.4 million for the three months ended June 30, 1997. As a percent
of net sales, operating expenses increased from 18.9% for the three months ended
June 30, 1997 to 31.4% for the three months ended June 30, 1998. The increase in
operating expenses and operating expenses as a percent of net sales was
primarily attributable to increased selling and marketing expenses and higher
general and administrative expenses resulting from the Company's increased level
of operations for the three months ended June 30, 1998, comprised primarily of
an increase in the Company's advertising expenses and increased commission
expense for the network marketing division.

INCOME FROM OPERATIONS: Income from operations was $15.0 million for the three 
months ended June 30, 1998, representing an increase of $4.2 million, or 39.1%, 
as compared to $10.8 million for the three months ended June 30, 1997. Income 
from operations margin decreased to 19.1% of net sales for the three months 
ended June 30, 1998, as compared to 24.2% of net sales for the three months 
ended June 30, 1997. The increase in income from operations was primarily due 
to the Company's higher sales volume together with higher gross margins. The 
decrease in income from operations margins was primarily due to higher 
operating expenses as a percent of net sales for the three months ended June 
30, 1998.

                                       10

<PAGE>   12
OTHER EXPENSE:  Other expense was $1.4 million for the three months ended June
30, 1998, as compared to $3.1 million for the three months ended June 30, 1997.
The net decrease of $1.7 million is primarily due to increased interest income
of $.8 million and decreased interest expense of $.9 million, both primarily as
a result of reduced debt levels and increased cash balances which resulted
primarily from the Company's second public offering in April 1998 (see note 6 to
the Company's unaudited consolidated financial statements).

LIQUIDITY AND CAPITAL RESOURCES

For the six months ended June 30, 1998, cash provided by operating activities
was $9.0 million, as compared to $2.1 million for the six months ended June 30,
1997. Cash provided from financing activities was $95.4 million for the six
months ended June 30, 1998, and cash used for financing activities was $3.1
million for the six months ended June 30, 1997. For the six months ended June
30, 1998, cash generated was a result of the second public offering of common
stock offset by payment of debt, including the redemption of $35 million
aggregate principal amount of senior subordinated notes.

Capital expenditures were $4.8 million and $2.9 million for the six months ended
June 30, 1998 and 1997, respectively. Capital expenditures were primarily for
the purchase of production equipment to expand capacity or improve manufacturing
efficiency and for the expansion of the Utah facility. Capital expenditures are
expected to be approximately $17.0 million during 1998, approximately $13.3
million of which will be used for the expansion of the Utah facility and the
remainder for the purchase of production equipment. The Company estimates that
its historical level of maintenance capital expenditures has been approximately
$0.5 million per fiscal year. The Company recently entered into a lease for
approximately 21,000 square feet of office space in Hauppauge, New York for its
executive and administrative personnel and has entered into a lease for 106,000
square feet of space in Bohemia, New York for distribution, warehouse and
packaging (tablet and capsule) operations.

Twinlab has no operations of its own, and accordingly, has no independent means
of generating revenue. As a holding company, Twinlab's internal sources of funds
to meet its cash needs, including payment of expenses, are dividends and other
permitted payments from its direct and indirect subsidiaries. The indenture,
dated as of May 7, 1996, as amended, among Twinlab, Twin Laboratories Inc., ARP,
Changes International, Bronson and State Street Bank and Trust Company, as
trustee, relating to the senior subordinated notes and the amended revolving
credit facility impose upon the Company certain financial and operating
covenants, including, among others, requirements that the Company maintain
certain financial ratios and satisfy certain financial tests, limitations on
capital expenditures and restrictions on the ability of the Company to incur
debt, pay dividends or take certain other corporate actions.

In April 1998, the Company completed a second public offering of 9.2 million
shares of its common stock priced at $36.50 per share. Of the total shares
offered, 4.2 million shares were sold by the Company. The net proceeds to the
Company from the offering after expenses were approximately $147.5 million. Of
the net proceeds to the Company, approximately $56.1 million was used to pay the
purchase price for the Bronson acquisition (discussed in Note 7 to the Company's
unaudited consolidated financial statements), including related fees and
expenses; approximately $40.1 million was used to redeem $35.0 million aggregate
principal amount of the Company's senior subordinated notes at a redemption
price of 109 1/2 percent, plus accrued and unpaid interest; approximately $9.9
million was used to reduce outstanding borrowings under the Company's revolving
credit facility, including accrued and unpaid interest; and approximately $41.4
million was available for working capital and other general corporate purposes.

On April 30, 1998 the Company acquired substantially all of the assets and
assumed certain liabilities of the Bronson Division of Jones Medical Industries,
Inc. The purchase price was approximately $56.1 million including related fees
and expenses. Bronson manufactures, markets and distributes a line of over 350
vitamins, herbs, nutritional supplements and health and beauty aids, which are
sold under the Bronson(R) name through catalogs and direct mailings to
customers, including healthcare and nutritional professionals and mail order and
retail customers. Bronson also markets its MD Pharmaceutical(R) brand
exclusively to United States military commissaries.

In July, the Company purchased $18.1 million aggregate principal amount of
senior subordinated notes in the open market at a price of 112 1/2% percent or
$20.4 million with interest of $.4 million totaling $20.8 million. The Company
may from time to time purchase additional senior subordinated notes in the open
market.


                                       11
<PAGE>   13
Management believes that the Company has adequate capital resources and 
liquidity to meet its borrowing obligations, fund all required capital 
expenditures and actively pursue its business strategy for the next 18 to 24 
months. The Company's capital resources and liquidity are expected to be 
provided by the Company's cash flow from operations, borrowings under its 
amended revolving credit facility and the remaining proceeds from its second 
public offering. As of July 30, 1998, approximately $50 million of borrowings 
were available under the amended revolving credit facility for working capital 
requirements and general corporate purposes.

One of the Company's business strategies is to actively pursue acquisition 
opportunities, including product line acquisitions, that complement or extend 
existing products, expand its distribution channels or are compatible with its 
business philosophy and strategic goals. Future acquisitions could be financed 
by internally generated funds, bank borrowings, public offerings or private 
placements of equity or debt securities, or a combination of the foregoing. Up 
to $35 million of borrowings under the amended revolving credit facility, 
subject to certain conditions and reductions, will be available to fund future 
acquisitions. There can be no assurance that the Company will be able to make 
acquisitions on terms favorable to the Company or that funds to finance an 
acquisition will be available or permitted under the Company's financing 
instruments.

YEAR 2000

The Company recognizes the importance of ensuring that neither its customers 
nor its business operations are disrupted as a result of Year 2000 software 
failures. The Company is communicating with customers, suppliers, financial 
institutions and other vendors with which it does business to coordinate Year 
2000 conversion efforts. Based on the results of this survey, the Company will 
identify any existing risks to be addressed. At this time, the Company believes 
that any risks are minimal. At the present time, the Company believes that its 
systems are substantially Year 2000 compliant. Plans are in place to bring all 
Company systems into compliance by mid-year 1999 with a total cost estimated to 
be in the range of $50,000-$200,000. The Company does not expect Year 2000 
issues to materially effect its products, services, competitive position or 
financial performance. However, there can be no assurance that this will be the 
case. The ability of third parties with whom the Company transacts business to 
adequately address their Year 2000 issues is outside the Company's control 
There can be no assurance that the failure of such third parties to adequately 
address their respective Year 2000 issues will not have a material adverse 
effect on the Company's business, financial condition, cash flows and results 
of operations.

CERTAIN FACTORS THAT MAY AFFECT FUTURE RESULTS

Information contained or incorporated by reference in the periodic report on 
Form 10-Q and in other SEC filings by the Company contains "forward-looking 
statements" within the meaning of the Private Securities Litigation Reform Act 
of 1995 which can be identified by the use of forward-looking terminology such 
as "believes," "expects," "may," "will," "should" or "anticipates" or the 
negative thereof of, other variations thereon or comparable terminology, or by 
discussions of strategy. No assurance can be given that future results covered 
by the forward-looking statements will be achieved, and other factors could 
also cause actual results to vary materially from the future results covered in 
such forward-looking statements.


                                       12
<PAGE>   14

                                    PART II
                               OTHER INFORMATION

ITEM 4:   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

 (a) The Annual Meeting of Stockholders of the Company was held on June 17,
     1998, at which meeting the stockholders voted to elect directors of the
     Company, adopt the Twinlab Corporation 1998 Stock Incentive Plan and
     ratify the appointment of Deloitte & Touche LLP as the Company's
     independent auditors of the fiscal year ending December 31, 1998.

     The results of the matters voted on the Annual Meeting are shown below.

(b)  The nominees for election as directors of the Company are listed below,
     together with the number of votes cast for, against, and withheld with
     respect to each such nominee, as well as the number of non-votes with 
     respect to each such nominee:

<TABLE>
<CAPTION>

        NOMINEE                  FOR       AGAINST    WITHHELD        NON-VOTING
    ____________________________________________________________________________
                                                   
     <S>                      <C>             <C>      <C>            <C>
     Brian Blechman           19,846,630      0        103,657        11,600,962
     Dean Blechman            19,846,680      0        103,607        11,600,962
     Neil Blechman            19,846,580      0        103,707        11,600,962
     Ross Blechman            19,846,605      0        103,682        11,600,962
     Steve Blechman           19,846,705      0        103,582        11,600,962
     John G Danhakl           19,661,805      0        288,482        11,600,962
     Jennifer Holden-Dunbar   19,847,005      0        103,282        11,600,962
     Jonathan D. Sokoloff     19,670,805      0        279,482        11,600,962
     Stephen Welling          19,726,538      0        223,749        11,600,962
</TABLE>

(d)  Other matters voted upon at the meeting and the results of those votes are 
as follows:

<TABLE>
<CAPTION>

                                                  FOR            AGAINST         ABSTAIN       NON-VOTING
                                                __________________________________________________________

     <S>                                          <C>            <C>            <C>            <C>
     Adoption of the Twinlab Corporation 1998     
     Stock Incentive Plan                         16,481,808     3,441,361      27,118         11,600,962
     Ratification of Deloitte & Touche LLP as
     the Company's independent auditors           19,940,836         3,347       6,104         11,600,962
</TABLE>


ITEM 6:   EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibits:

     27 Financial Data Schedule

(b)  Reports on Form 8-K:

     A report on Form 8-K was filed on May 12, 1988, with respect to the 
     Bronson acquisition.

     A report on Form 8-KA was filed on July 14, 1998, with respect to the 
     Bronson acquisition.



<PAGE>   15
                                   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.



                            TWINLAB CORPORATION


                         By:  /s/ Ross Blechman
                              __________________________________________________
                              Ross Blechman
                              Chairman, President and Chief Executive Officer   


                         By:  /s/ John McCusker
                              __________________________________________________
                              John McCusker
                              Chief Financial Officer  


Date: August 24, 1998