SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    Form 10-Q

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

                For the quarterly period ended March 31, 1997

                         Commission file number 0-21003

                               TWINLAB CORPORATION
             (Exact name of registrant as specified in its charter)

        Delaware                                   11-3317986
(State of incorporation)                (I.R.S. Employer Identification No.)

                   2120 Smithtown Avenue, Ronkonkoma, NY 11779
               (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 April 30, 1997, the  registrant  had  27,000,000  shares of common stock
outstanding.


<PAGE>

                                     PART I
                              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>

                                                                        MARCH 31, 1997        DECEMBER 31, 1996[1]
                                                                        --------------        -----------------
                                                                          (UNAUDITED)
ASSETS
Current Assets:
<S>                                                                       <C>                      <C>        
     Cash and cash equivalents                                            $     1,844              $     3,794
     Accounts receivable, net of allowance for bad
          debts of $408 and $208, respectively                                 33,605                   31,027
     Inventories                                                               35,112                   29,443
     Deferred tax assets                                                          852                    1,218
     Prepaid expenses and other current assets                                  1,297                    1,076
                                                                          -----------              -----------
          Total current assets                                                 72,710                   66,558

Property, plant and equipment, net                                             16,153                   14,157

Deferred tax assets                                                            51,916                   52,858

Other assets                                                                    7,180                    7,964
                                                                          -----------              -----------
Total                                                                     $   147,959              $   141,537
                                                                          ===========              ===========
LIABILITIES AND SHAREHOLDERS' EQUITY 
     Current Liabilities:
     Current portion of long-term debt                                    $    15,085              $    20,085
     Current portion of capital lease obligations                                 149                      146
     Accounts payable                                                          14,635                   10,313
     Accrued expenses and other current liabilities                            10,358                    8,882
                                                                          -----------              -----------
          Total current liabilities                                            40,227                   39,426
Long-term debt, less current portion                                          100,258                  100,265
Capital lease obligations, less current portion                                   119                      158
                                                                          -----------              -----------
          Total liabilities                                                   140,604                  139,849
                                                                          -----------              -----------
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; 27,000,000 shares outstanding
        as of March 31, 1997 and December 31, 1996                             27,000                   27,000
     Additional paid-in capital                                               141,338                  141,338
     Accumulated deficit                                                     (160,983)                (166,650)
                                                                          ------------             ------------
          Total shareholders' equity                                            7,355                    1,688
                                                                          -----------              -----------
Total                                                                     $   147,959              $   141,537
                                                                          ===========              ===========
</TABLE>

(1)  The consolidated  balance sheet as of December 31, 1996 has been taken from
     the audited financial statements at that date.


                                       2

<PAGE>

                      TWINLAB CORPORATION AND SUBSIDIARIES


                        CONSOLIDATED STATEMENTS OF INCOME
               FOR THE THREE MONTHS ENDED MARCH 31, 1997 AND 1996
               (IN THOUSANDS OF DOLLARS EXCEPT PER SHARE AMOUNTS)
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>


                                                                       THREE MONTHS ENDED MARCH 31,
                                                                         1997           1996
                                                                         ----           ----
                                                                              (UNAUDITED)

<S>                                                                  <C>                   <C>        
NET SALES                                                            $    51,169           $    43,984
COST OF SALES                                                             29,183                26,362
                                                                     -----------           -----------
GROSS PROFIT                                                              21,986                17,622
OPERATING EXPENSES                                                         9,688                 7,299
                                                                     -----------           -----------
INCOME FROM OPERATIONS                                                    12,298                10,323
OTHER (EXPENSE) INCOME:
     Interest income                                                          44                   167
     Interest expense                                                     (3,044)                 (224)
     Transaction expenses                                                     --                  (400)
     Other                                                                     6                    (1)
                                                                     -----------           ------------
                                                                          (2,994)                 (458)
INCOME BEFORE PROVISION FOR INCOME TAXES                                   9,304                 9,865

PROVISION FOR INCOME TAXES                                                 3,637                    86
                                                                     -----------           -----------
NET INCOME                                                           $     5,667           $     9,779
                                                                     ===========           ===========

NET INCOME PER SHARE                                                 $      0.21
                                                                     ===========
WEIGHTED AVERAGE SHARES OUTSTANDING                                       27,000
                                                                     ===========



PRO FORMA RELATING TO CHANGE IN TAX STATUS*
     Historical income before provision for income taxes                                   $     9,865
     Pro forma provision for income taxes                                                        3,906
                                                                                           -----------
     Pro forma net income relating to change in tax status                                 $     5,959
                                                                                           ===========
        per share                                                                          $      0.22
                                                                                           ===========
     Weighted average shares outstanding                                                        27,000
                                                                                           ===========
</TABLE>


*  The  Company  consisted  during  the  quarter  ended  March  31,  1996 of "S"
   Corporations as a result of which federal and state taxes were generally paid
   at the shareholder level only. The pro forma information  assumes the Company
   had  elected "C"  Corporation  status,  and had not  elected "S"  Corporation
   status.


                                       3

<PAGE>

                      TWINLAB CORPORATION AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
               FOR THE THREE MONTHS ENDED MARCH 31, 1997 AND 1996
                            (IN THOUSANDS OF DOLLARS)
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>


                                                                                 THREE MONTHS ENDED MARCH 31,
                                                                                      1997       1996
                                                                                      ----       ----
                                                                                         (UNAUDITED)
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                                            <C>                  <C>        
     Net income                                                                $     5,667          $     9,779
     Adjustment to reconcile net income to net cash
           provided by operating activities:
           Depreciation and amortization                                               466                  302
           Bad debt expense                                                            200                  144
           Deferred income taxes                                                     1,308                   --
           Changes in operating assets and liabilities:
                Accounts receivable                                                 (2,778)                 559
                Inventories                                                         (5,669)              (2,837)
                Prepaid expenses and other current assets                             (221)                (607)
                Accounts payable                                                     4,322                2,960
                Accrued expenses and other current liabilities                       1,476                  (50)
                                                                               -----------          ------------

                    Net cash provided by operating activities                        4,771               10,250
                                                                               -----------          -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
     Purchase of marketable securities                                                  --                  (23)
     Acquisition of property, plant and equipment                                   (2,292)                (224)
     Decrease (increase) in other assets                                               614                 (52)
                                                                               -----------          -----------
           Net cash used in investing activities                                    (1,678)                (299)
                                                                               ------------         ------------

CASH FLOWS FROM FINANCING ACTIVITIES:
     Distributions to shareholders                                                      --               (2,728)
     Payments of debt                                                               (5,007)                 (85)
     Principal payments of capital lease obligations                                   (36)                 (34)
                                                                               ------------         ------------
            Net cash used in financing activities                                   (5,043)              (2,847)
                                                                               ------------         ------------

Net (decrease) increase in cash and cash equivalents                                (1,950)               7,104
Cash and cash equivalents at beginning of period                                     3,794                7,945
                                                                               -----------          -----------
Cash and cash equivalents at end of period                                     $     1,844          $    15,049
                                                                               ===========          ===========

Supplemental disclosures of cash flow information:  
     Cash paid during the periods for:
             Interest                                                          $       270          $       224
                                                                               ===========          ===========
             Income taxes                                                      $     1,314          $        80
                                                                               ===========          ===========
</TABLE>


                                       4


<PAGE>

                      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 and  subsidiaries as of March 31, 1997 and the results
     of its  operations and cash flows for the three months ended March 31, 1997
     and 1996 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  ended March 31, 1997 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, 1996 Annual Report
     to  Stockholders  on Form 10-K as filed with the  Securities  and  Exchange
     Commission.

    2. PRO FORMA INFORMATION

     The  Company  completed  a  recapitalization  transaction  in May  of  1996
     (including a change in the Company's tax status from "S" to "C" corporation
     status) and  subsequently  completed an initial public offering  ("IPO") of
     its common stock in November of 1996.  The  following  unaudited  pro forma
     results  of  operations  give  effect  to  the  Company's  recapitalization
     transaction  and  its  change  from  "S"  to  "C"  corporation  status  and
     subsequent  IPO as if each  occurred  as of  January  1,  1996 and  exclude
     non-recurring transaction expenses. The pro forma operations data have been
     prepared for comparative purposes only and do not purport to represent what
     the  Company's  actual  results  of  operations  would  have  been  had the
     recapitalization transaction and subsequent IPO in fact occurred on January
     1, 1996.

                                            THREE MONTHS ENDED MARCH 31, 1996
                                            ---------------------------------
                                                       (UNAUDITED)

              Net sales                                  $43,984
              Interest expense                             2,927
              Net income                                   4,406
              Net income per share                          0.16


                                       5


<PAGE>


                      TWINLAB CORPORATION AND SUBSIDIARIES
              NOTES TO CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS

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


    3. 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  Corporation  ("TLC")  except in certain  limited
     circumstances. The condensed financial information of TLC, on a stand-alone
     basis, is as follows (because TLC had no cash prior to the recapitalization
     transaction  on May 7,  1996,  no  condensed  statement  of  cash  flow  is
     presented for the three months ended March 31, 1996.
<TABLE>
<CAPTION>

                    CONDENSED BALANCE SHEETS                 MARCH 31, 1997            DECEMBER 31, 1996
           ---------------------------------                 --------------            -----------------

           ASSETS                                              (UNAUDITED)
<S>                                                            <C>                        <C>        
             Cash                                              $       163                $       162
             Investment in subsidiaries                              7,192                      1,526
                                                               -----------                -----------
                                                               $     7,355                $     1,688
                                                               ===========                ===========
           SHAREHOLDERS' EQUITY
             Common stock ($1.00 par value;
                75,000,000 shares authorized;
                27,000,000 outstanding)                        $    27,000                     27,000
             Additional paid-in capital                            141,338                    141,338
             Accumulated deficit                                  (160,983)                  (166,650)
                                                               ------------               ------------
                                                               $     7,355                $     1,688
                                                               ===========                ===========
<CAPTION>


                                                                       THREE MONTHS ENDED MARCH 31,
           CONDENSED STATEMENTS OF INCOME                                   1997                   1996
           ------------------------------                              ------------           ---------


<S>                                                                   <C>                    <C>       
           Equity interest in net income of subsidiaries              $    5,666             $    9,779
           Interest income                                                     1                     --
                                                                      ----------             ----------
           Net income                                                 $    5,667             $    9,779
                                                                      ==========             ==========
<CAPTION>

           CONDENSED STATEMENT OF CASH FLOW                       THREE MONTHS ENDED MARCH 31, 1997
           --------------------------------                                                        

<S>                                                                              <C>        
           CASH FLOWS FROM OPERATING ACTIVITIES                                  $     5,667
                                                                                 -----------
              Net income
           CASH FLOWS USED IN INVESTING ACTIVITIES
              Equity investments in subsidiaries                                      (5,666)
                                                                                 -----------
              Net increase in cash                                                         1
              Cash at beginning of period                                                162
                                                                                 -----------
              Cash at end of period                                              $       163
                                                                                 ===========
</TABLE>


                                       6

<PAGE>


                      TWINLAB CORPORATION AND SUBSIDIARIES
              NOTES TO CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS

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

     Twin  Laboratories  Inc. ("Twin") and Advanced Research Press, Inc. ("ARP")
     are,  respectively,  a direct and indirect wholly-owned  subsidiary of TLC.
     TLC and ARP have provided joint and several full and  unconditional  senior
     subordinated guarantees 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 TLC on a consolidated  basis. TLC has no separate  operations and
     has no significant  assets other than TLC's investment in Twin and, through
     Twin, in ARP. Twin has no direct or indirect  subsidiaries  other than ARP;
     and neither Twin nor ARP has any stockholder other than  respectively,  TLC
     and Twin.  Accordingly,  the Company has determined that separate financial
     statements  of  Twin  and ARP  would  not be  material  to  investors  and,
     therefore, are not included herein.

     Summarized financial information of Twin is as follows:

                           AS OF MARCH 31, 1997        AS OF DECEMBER 31, 1996
                           --------------------        -----------------------
                             (UNAUDITED)
Current assets                 $74,352                        $68,100
Noncurrent assets               75,249                         74,979
Current liabilities             40,227                         39,426
Noncurrent liabilities         100,378                        100,423
Shareholder's equity             8,996                          3,230
                                         

                            THREE MONTHS ENDED MARCH 31,
                             1997                1996
                        ------------           -------
Net sales                 $51,169              $43,984
Gross profit               21,986               17,622
Net income                  5,666                9,779



      Summarized financial information of ARP is as follows:

                               AS OF MARCH 31,1997      AS OF DECEMBER 31,1996
                               -------------------      ----------------------

       Current assets             $     1,492                $     1,577
       Noncurrent assets                  184                        182
       Current liabilities                971                      1,200
       Noncurrent liabilities              -                          -
       Shareholder's equity               705                        559


                             THREE MONTHS ENDED MARCH 31,
                             1997               1996
                          --------            ------
Net sales                 $1,591              $1,419
Gross profit                 406                 133
Net income                   146                  23


                                       7


<PAGE>


                      TWINLAB CORPORATION AND SUBSIDIARIES
              NOTES TO CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS

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


    4. INVENTORIES

       INVENTORIES CONSIST OF THE FOLLOWING:

                          MARCH 31, 1997     DECEMBER 31,1996
                          --------------     ----------------
                            (UNAUDITED)
Raw materials                $13,627              $10,802
Work in process                7,699                8,712
Finished goods                13,786                9,929
                             -------              -------
Total                        $35,112              $29,443
                             =======              =======


                                       8


<PAGE>


                      TWINLAB CORPORATION AND SUBSIDIARIES



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 manufacture and marketing of
brand name nutritional supplements. Within this segment, the Company operates in
two  primary  business  areas:  the  TWINLAB  Division  and the herbal  products
category. Products sold under the TWINLAB brand name include vitamins, minerals,
amino  acids,  fish and marine  oils,  sports  nutrition  products  and  special
formulas.   The  herbal  products  category  includes  a  full  line  of  herbal
supplements  and  phytonutrients  marketed by the Nature's  Herbs Division and a
full line of herb teas  marketed by the Alvita Tea  Division.  In addition,  the
Company's publishing  activities are conducted through its subsidiary,  Advanced
Research Press, Inc.

RESULTS OF OPERATIONS

THREE MONTHS ENDED MARCH 31, 1997 COMPARED TO
THREE MONTHS ENDED MARCH 31, 1996

NET  SALES.  Net sales  for the  three  months  ended  March 31,  1997 was $51.2
million,  an increase  of $7.2  million,  or 16.3%,  as compared to net sales of
$44.0 million for the three months ended March 31, 1996.  The 16.3% increase was
attributable  to increases in gross  sales,  partially  offset by an increase in
discounts and allowances which was due to the Company's  increased sales volume.
Net sales of TWINLAB  products  contributed  $41.6 million,  an increase of $7.0
million,  or 20%, as compared to $34.6  million for the three months ended March
31,  1996.  The  increase in net sales was  primarily  due to the  expansion  of
established  accounts,  improved  business  development  in  other  channels  of
distribution,  increased  sales of  Vitamin  E,  Zinc  Lozenges,  echinacea  and
Chondroitin   Sulfate  (CSA)  and  related   products,   and  product   specific
advertising.  Herbal  products  contributed  $8.2  million,  an increase of $0.1
million,  or 1.2%,  as compared to $8.1 million for the three months ended March
31, 1996.  Publishing  contributed  $1.4 million as compared to $1.3 million for
the three months ended March 31, 1996.

GROSS  PROFIT.  Gross profit for the three months ended March 31, 1997 was $22.0
million, which represented an increase of $4.4 million, or 24.8%, as compared to
$17.6 million for the three months ended March 31, 1996. Gross profit margin was
43.0% for the three  months  ended  March 31,  1997 as compared to 40.1% for the
three months ended March 31, 1996. The overall  increase in gross profit dollars
was attributable to the Company's higher sales volume for the three months ended
March 31, 1997.  The increase in gross profit  margin for the three months ended
March 31,  1997 as  compared  to the three  months  ended March 31, 1996 was due
primarily to a more  favorable  product  mix, to higher gross profit  margins on
recently introduced new product formulations and product line extensions, and to
continued  absorption  of  manufacturing  overhead  expenses over a larger sales
base.


                                       9

<PAGE>

                      TWINLAB CORPORATION AND SUBSIDIARIES

OPERATING  EXPENSES.  Operating  expenses were $9.7 million for the three months
ended March 31, 1997,  representing  an increase of $2.4 million,  or 32.7%,  as
compared to $7.3 million for the three months ended March 31, 1996. As a percent
of net sales, operating expenses increased from 16.6% for the three months ended
March 31, 1996 to 18.9% for the three months ended March 31, 1997.  The increase
in  operating  expenses was  primarily  attributable  to  increased  selling and
advertising  expenses and higher operating expenses resulting from the Company's
increased level of sales for the three months ended March 31, 1997. The increase
in operating  expenses as a percent of net sales was  primarily due to increased
advertising  relating  to a new  television  advertising  campaign  for  TWINLAB
products.

INCOME FROM  OPERATIONS.  Income from operations was $12.3 million for the three
months ended March 31, 1997, representing an increase of $2.0 million, or 19.1%,
as compared to $10.3  million for the three months ended March 31, 1996.  Income
from  operations  margin  increased  to 24.0% of net sales for the three  months
ended March 31,  1997,  as  compared to 23.5% of net sales for the three  months
ended March 31,  1996.  The increase in income from  operations  and income from
operations  margin  was  primarily  due to the  Company's  higher  sales  volume
together with higher gross margins,  offset in part by higher operating expenses
as a percent of net sales for the three months ended March 31, 1997.

OTHER  EXPENSE.  Other expense was $3.0 million for the three months ended March
31, 1997, as compared to $0.5 million for the three months ended March 31, 1996.
The net  increase of $2.5 million is  primarily  attributable  to a $2.8 million
increase in interest expense which resulted from increased borrowings.


LIQUIDITY AND CAPITAL RESOURCES

For the three months ended March 31, 1997, cash provided by operating activities
was $4.8 million,  as compared to $10.3 million for the three months ended March
31,  1996.  Cash used in  financing  activities  was $5.0  million for the three
months ended March 31,  1997,  and  represented  the  repayment  of  outstanding
indebtedness. Cash used in financing activities for the three months ended March
31,  1996  was  $2.8  million  and  primarily   consisted  of  distributions  to
stockholders of $2.7 million.

Capital  expenditures  were $2.3  million and $0.2  million for the three months
ended March 31, 1997 and 1996,  respectively.  Historical  capital  expenditures
were  primarily  used to purchase  production  equipment,  expand  capacity  and
improve  manufacturing  efficiency.  Capital  expenditures  are  expected  to be
approximately  $4.8 million  during the calendar year 1997,  and will be used to
purchase  manufacturing  equipment.  The Company  estimates  that its historical
level of maintenance  capital  expenditures has been  approximately $0.5 million
per fiscal year. The Company recently  terminated a contract for the purchase of
an  approximately  110,000  square  foot  warehouse,  manufacturing  and  office
facility in Ronkonkoma,  New York in accordance  with the terms of the contract.
Management  believes  that it will be able  to  lease,  purchase,  or  construct
additional  facilities  to the extent  necessary  to meet the  Company's  future
expansion requirements.


                                       10

<PAGE>

                      TWINLAB CORPORATION AND SUBSIDIARIES

TLC has no operations of its own and  accordingly  has no  independent  means of
generating  revenue.  As a holding  company,  TLC'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,  among  TLC,  Twin  Laboratories  Inc.,  ARP and Fleet
National  Bank, 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.

Management  believes  that  the  Company  has  adequate  capital  resources  and
liquidity  to  meet  its  borrowing  obligations,   fund  all  required  capital
expenditures and 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,  and borrowings under its amended revolving
credit facility.  As of April 30, 1997,  approximately $30 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 pursue acquisition opportunities,
including  product line  acquisitions,  that  complement its 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 $30 million
of borrowings  under the amended  revolving credit facility will be available to
fund future  acquisitions  subject to certain  conditions  and  reductions  ($15
million of which is available as of April 30,  1997).  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.


CERTAIN FACTORS THAT MAY AFFECT FUTURE RESULTS

Information  contained or  incorporated  by reference in this 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.


                                       11

<PAGE>


                                     PART II
                               OTHER INFORMATION

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

There have been no matters  submitted to a vote of security  holders  during the
quarter ended March 31, 1997.


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 March 4, 1997,  reporting the
scheduled  date  of the  Company's  Annual  Meeting  record  date  with  respect
thereto.


                                       12

<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.



                                    TWINLAB CORPORATION


                              BY:  /s/ Ross Blechman
                                   -------------------
                                    Ross Blechman
                                    CHAIRMAN, PRESIDENT AND 
                                    CHIEF EXECUTIVE OFFICER



DATED:  May 14, 1997          BY: /s/ Brian Blechman
                                  --------------------
                                    Brian Blechman
                                    EXECUTIVE VICE PRESIDENT - TREASURER,
                                    CHIEF ACCOUNTING OFFICER