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CORRESP
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May 26,
2005

Mr. Jim B. Rosenberg

United
States Securities and

Exchange Commission

Division of Corporation
Finance

450 Fifth Street, N.W.

Washington, DC  20549-0801

Re:  NBTY, Inc. (“NBTY” or the “Company”) -
File No. 1-31788

Dear Mr. Rosenberg:

We are writing to respond to
your letter dated April 26, 2005 regarding your review of NBTY’s Form 10-K
filed for its fiscal year ended September 30, 2004, herein referred to as
“10-K”.  We have provided a detailed
analysis of our response keyed to each comment raised by your letter in order
to facilitate your review.

The Company is of the view
that its existing filing complies with GAAP and other applicable requirements,
in all material respects.  Consequently,
the Company does not believe that an amendment to the 10-K is warranted.  However, in order to address the Staff’s
comments, the Company enhanced certain disclosures in its March 31, 2005
Form 10-Q (the “10-Q”). Subject to satisfactory resolution of the form of
that disclosure with the Staff, NBTY intends to make additional enhanced
disclosures in future filings.

SEC Inquiry:

Form 10-K for the fiscal
year ended September 30, 2004

Management’s Discussion and
Analysis of Financial Condition and Results of Operations

Critical Accounting Policies and
Estimates

Revenue Recognition, page 23

1. We believe your revenue
recognition policy is not clear to investors. Please expand your disclosures to
clarify when title and risk of loss are transferred to the customer and address
the criteria that persuasive evidence of an arrangement must exist before
revenue can be recognized.

NBTY Response:

In order to clarify when
title and risk of loss are transferred to customers in response to the Staff’s
comments, the Company incorporated a new disclosure into the 10-Q on
page 23 (which is underlined below) and will include similar disclosure in
all future filings.

“The Company recognizes
revenue in accordance with the Securities and Exchange Commission’s Staff
Accounting Bulletin 104. The Company recognizes product sales revenue when
title and risk of loss have transferred to the customer, there is persuasive
evidence of an

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arrangement, delivery has occurred, the sales price is
determinable and collectibility is reasonably assured. Since the terms for most
sales within the wholesale and direct response segments are F.O.B destination,
generally title and risk of loss transfer to the customer at the time the
product is received by the customer. With respect to its own retail store operations, the Company recognizes
revenue upon the sale of its products to retail customers.”

We believe that this new
disclosure provides further clarity to our revenue recognition policy. The
Company believes that the clarification of its revenue recognition policy can
be made prospectively and does not require amendment of prior filings since the
filings contained significant discussion of revenue recognition.

The Company previously
disclosed its revenue recognition policy in the 10-K in two places: on
page 23 and on page F-9.
Pages 23 and F-9 provide the following language:

“The Company recognizes
revenue in accordance Securities and Exchange Commission’s Staff Accounting
Bulletin (“SAB”) 104.”

On page F-15 of the
10-K the Company stated:

“In December 2003, the
SEC issued Staff Accounting Bulletin (“SAB”) No. 104, “Revenue
Recognition.” SAB 104, which was effective upon issuance, updates portions of
the interpretive guidance included in Topic 13 of the codification of Staff
Accounting Bulletins and revises or rescinds portions of the interpretative
guidance included in SAB 101 in order to make this interpretive guidance
consistent with current authoritative accounting and auditing guidance and SEC
rules and regulations. The principal revisions relate to the incorporation
of certain sections of the staff’s Frequently Asked Questions (“FAQ”) document
on revenue recognition into Topic 13. SAB 101, “Revenue Recognition in
Financial Statements,” which was issued in December 1999, provides guidance
to SEC registrants on the recognition, presentation and disclosure of revenues
in the financial statements. Since the Company has already adopted all such
standards upon issuance, the application of this revised guidance did not
impact its consolidated financial position, results of operations, or
disclosure requirements.”

The Company previously
disclosed its revenue recognition policy on page F-9 of the 10-K with
respect to its retail store operations:

“The Company recognizes
revenue in accordance with the Securities and Exchange Commission’s Staff
Accounting Bulletin 104. The Company recognizes product sales revenue when
title and risk of loss have transferred to the customer, when estimated
provisions for product returns, rebates, chargebacks and other sales allowances
are reasonably determinable, and when collectibility is reasonably assured.
Accruals for these items are presented in the consolidated financial statements
as reductions to sales. With respect to its own retail store operations, the Company
recognizes revenue upon the sale of its products.”

SAB No. 104 details
that in order for a Company to recognize revenue the following fundamental
criteria must be met: (i) persuasive evidence of an arrangement exists,
(ii) delivery has occurred or services have been rendered, (iii) the
price to the customer is fixed or determinable and (iv) collection of the
resulting receivable is reasonably assured.

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SEC Inquiry:

2. We
believe that your disclosure related to estimates of items that reduce gross
revenue such as product returns, chargebacks, rebates and other sales
allowances could be improved as follows:

a.              Disclose the nature and amount of
each accrual at the balance sheet date and the effect that could result from
using other reasonably likely assumptions than what you used to arrive at each
accrual such as a range of reasonably likely amounts or other type of
sensitivity analysis.

NBTY Response:

In response to the Staff’s
comment, the following table will be included in future filings in order to
disclose the nature and amount of each accrual at the balance sheet date.  As of September 30, 2004, the nature and
amount of each accrual was as follows:

  September 30,

  2004

  Allowance
  for sales returns:

  $

  9,107,559

  Promotional program incentive accrual:

  37,495,649

  $

  46,603,208

As with any set of
assumptions and estimates, there is a range of reasonably likely amounts that
may be calculated based on the discussion and analysis described for each
accrual below.  However, NBTY believes
that there would be no significant difference in the amounts reported using any
other reasonable assumptions than what was used to arrive at each accrual.

Accordingly, NBTY proposes
to enhance the disclosure in future annual filings by including the following
information: (1) the amount of each accrual as of each annual balance
sheet date presented (as detailed above), (2) a description of the nature
of each accrual (as detailed below) and (3) a statement in its disclosure
as follows “a range of reasonably likely amounts may be
calculated for these accruals. However, the Company believes there would be no
significant differences to the amounts recorded.”

Specific information
relevant to NBTY relating to these accruals is included below for the Staff’s
review (also see answer to 2(b) below):

Allowance for Sales Returns – This discussion addresses the Staff’s
request for information regarding product returns since this accrual includes
all product sales returns.  The Company
analyzes sales returns in accordance with Financial Accounting Standard (“FAS”)
48.  The Company is able to make
reasonable and reliable estimates of product returns based on the Company’s
past 25 year history in the business.  In
addition, the Company reviews its estimates for product returns based on
expected return data communicated by its customers.  There is a required procedure in order for a customer
to return product to the Company. The customer must call us in order to obtain
a return authorization number (“RA”).
Once this RA is issued to the customer, the Company maintains a record
of that expected return until it is

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received.  The
Company continuously reviews its open RA’s as well as the actual historical
returns as a percentage of sales and adjusts the accrual as deemed necessary.

Promotional Program
Incentive Accrual
–   This discussion addresses the Staff’s
request for information regarding chargebacks, rebates and other sales
allowances since this accrual includes all these promotional program related
incentives.  The Company uses objective
procedures for estimating its accrual for promotional program incentives.  The accrual for sales incentives offered to
customers is based on contractual terms or other deals agreed to in advance
with certain customers.  Customers earn
such incentives as specified sales volumes are achieved.  These incentives are typically taken by
customers in the form of a “chargeback”, whereby the customer would deduct an
amount from its payment. The Company prepares an analysis (by customer) to
track the amount owed to each customer for incentives and uses this analysis to
determine the required accrual.

SEC Inquiry:

b.              Disclose the factors that you
consider in estimating each accrual such as historical return of products,  levels of inventory in the distribution
channel, estimated remaining shelf life, price changes from competitors and
introductions of generics and/or new products.

NBTY Response:

In future filings NBTY will
expand its existing annual disclosure language in the 10-K relating to the
following factors that NBTY considers in estimating its accrual (new language
is shown in italics as follows):

Historical
return of products:
The Company analyzes historical return of products by reviewing its
history of sales returns as well as actual and expected return data
communicated by its customers. The Company is able to make reasonable and reliable
estimates of product returns due to the Company’s past 25 year history in the
business.  In addition, the Company
understands the buying patterns of the end-users of its products based on the
fact that we operate over 1,200 retail outlets in North America and Europe.

Levels
of inventory in the distribution channel:   The Company monitors the levels
of inventory at its largest customers and attempts to avoid excessive customer
stocking of its merchandise.
Accordingly, the Company believes that its historical returns analysis
is an accurate basis for its accrual.

New
products:  The Company estimates returns
for introduction of new products by reviewing data of the prior relevant new
product introduction return information and uses this information to estimate
the accrual for returns for such products.

With respect to the other
factors mentioned in the Staff comment, the Company does not believe they are
relevant to its business for the following reasons:

Estimated
remaining shelf life:
The estimated remaining shelf life is not monitored since the Company cannot
reliably estimate the remaining shelf life of its products in retail
outlets.  Shelf life for the Company’s
products is generally three years.
Shorter shelf life occurs with respect to food related products, which
is

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typically one year.
This is monitored through the RA analysis performed by the Company. Once
this RA is issued to the customer, the Company maintains a record of that
expected return until it is received.
The Company continuously reviews its open RA’s as well as the actual
returns as a percentage of sales and adjusts the accrual as deemed necessary.

Price
changes from competitors:  The Company is generally the price leader for
its products and, therefore, price changes from competitors do not have a
material impact on returns in most instances.

Introductions
of generics:  Because NBTY does not sell pharmaceutical
products, this is not applicable to NBTY’s business.

We believe that this new
disclosure provides further clarity to factors considered by the Company in its
calculation of its accruals.  NBTY
believes that this clarification can be made prospectively and does not require
amendment of its prior filings since the Company already included a discussion
of the factors that it uses to estimate these accruals, as indicated below:

The Company previously
disclosed on page 23 of the 10-K and page F-11 of the 10-K its
general policy of and factors for estimating the above mentioned accruals:

Page 23 of the 10-K:

“At the time of sale, the
Company simultaneously records estimates for various costs, which reduce
product sales. These costs include estimates for price adjustments, product
returns, chargebacks, rebates, and other sales allowances. Estimates for sales
allowances such as product returns, rebates and chargebacks are based on a
variety of factors including actual return experience of that product or
similar products and rebate arrangements for each product. Actual experience
associated with any of these items may be different than the Company’s
estimates. The Company regularly reviews the factors that influence its
estimates and, if necessary, makes adjustments when it believes that actual
product returns, credits and other allowances may differ from established
reserves.”

Page F-11 of the 10-K
(dollars in thousands):

“At the time of sale, the
Company simultaneously records estimates for various costs, which reduce
product sales. These costs include estimates for price adjustments, product
returns, chargebacks, rebates, and other sales allowances. Estimates for sales
allowances such as product returns, rebates and chargebacks are based on a
variety of factors including actual return experience of that product or
similar products and rebate arrangements for each product. Actual experience
associated with any of these items may be significantly different than the
Company’s estimates. The Company regularly reviews the factors that influence
its estimates and, if necessary, makes adjustments when it believes that actual
product returns, credits and other allowances may differ from established
reserves. Accounts receivable are presented net of sales allowances relating to
the above provisions of $46,603 and $30,498 at September 30, 2004 and
2003, respectively.”

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SEC Inquiry:

c.               To the extent that information
you consider in b) is quantifiable, disclose both quantitative and qualitative
information and discuss to what extent information is from external sources,
such as end-customer prescription demand, third-party market research data
comparing wholesaler inventory levels to end-customer demand.  For example, in discussing your estimate of
product that may be returned, consider disclosing and discussing, preferably by
product and in tabular format, the total amount of product in sales dollars
that could be potentially be returned as of the balance sheet date and
disaggregated by expiration period.

NBTY Response:

The Company plans to include
in future filings quantitative and qualitative information concerning items
that reduce gross revenue as indicated above.
Information the Company considers that is quantifiable in (b) above
relates to sales returns. With respect to historical returns, we propose to
include sales return information, by reporting period, in future filings and in
response to the Staff’s comments have included such disclosure in the
10-Q.  (See our response to 2.f. below.)
For these returns, the total accrual recorded approximates the total amount of
product in sales dollars that could potentially be returned as of the current
balance sheet date reported on.
Disaggregating this accrual by specific product returned and expiration
periods is not meaningful since the Company sells over 2,000 different products
so that itemizing returns for any one of these products