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July 11, 2005

Mr. Todd Sherman

United States Securities and

  Exchange Commission

Staff Accountant

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. Sherman:

We
are writing this letter in response to your verbal questions raised during our
phone conversation on June 7, 2005 and
confirmed through the facsimile transmission on June 17, 2005.  The numbering in the response below refers to
the Staff’s original letter dated April 26, 2005. We appreciate the
opportunity to provide additional information for these items.

2 (a).  Provide additional
information comparing the product return accrual to actual returns for fiscal
years 2004 and 2003.  Additionally,
provide a sensitivity analysis for product sales returns, demonstrating the
impact on the accrual if the product return estimates deviate 1% from original
estimates.

NBTY Response (dollars in thousands)

The
product return accrual compared to the actual returns for fiscal 2004 and 2003
were as follows:

  Product

  Return

  Accrual

  Actual

  Returns

  Fiscal 2004

  $

  9,108

  $

  40,246

  Fiscal 2003

  $

  7,313

  $

  11,069

The
Company calculated the sales return accrual by first calculating sales returns
for its recently acquired subsidiary, Rexall, and then for the other NBTY
business (“Historical NBTY”). The Company’s product return accrual was
calculated by dividing actual historical returns by gross sales for the same
period. In fiscal year 2004, gross sales for the previous four months ended in
the fiscal September 30, 2004 year was multiplied by this percentage.  This calculation assumes a four-month lag for
receiving returns. For fiscal 2003, the sales return percentage was multiplied
by gross sales for the previous two months ended in the fiscal September 30,
2003 year for Historical NBTY and from the acquisition date of July 24,
2003 for Rexall. In addition to this calculated reserve, the Company also
examines each open Return Authorization (“RA”) to accrue for returns which had
been authorized, but not yet received by the Company. The sales return accrual
represents the sum of the calculated accrual and open RAs.

Sales
returns increased during 2004 primarily as a result of the Rexall acquisition,
the integration thereof and a general increase in sales. During 2004, the
Company integrated Rexall and made

business
decisions to accept returns for certain non-performing Rexall brands and
replaced them with faster selling NBTY product. This resulted in $34,215 of
Rexall brand returns during fiscal 2004. Due to the increase in returns during
fiscal 2004, the Company changed the accrual methodology to include the
assumption of a four month lag between the sale and return of product, as
opposed to a two month lag assumed in fiscal 2003.

As
of September 30, 2004, the estimated sales return percentage used for
Rexall was 11.7 percent and the estimated sales return percentage used for
Historical NBTY was 1.4 percent. As of September 30, 2003, the estimated
sales return percentages used for Historical NBTY and Rexall were 2.5 percent.
As Rexall was acquired July 24, 2003, the Company used the acquired
reserve less actual Rexall returns, plus estimated future returns.

In
order to perform a sensitivity analysis for the product return accrual, we
assumed an increase or decrease of one percent in the reserve percentages used for
both Rexall and Historical NBTY as of September 30, 2004 and 2003. As of September 30,
2004, a one percent increase or decrease in the estimated reserve percentages would
result in an increase or decrease in the estimated product return reserve of
approximately $1,130. As of September 30, 2003, a one percent increase or
decrease in the estimated reserve percentages would result in an increase or decrease
in the estimated product return reserve of approximately $1,102.

2 (e).  Please expand on the
detail provided in your original response by providing a current year and prior
year breakdown of the product return accrual.
Additionally, prepare a rollforward of product return accrual.

NBTY Response (dollars in thousands)

The
Company prepared the following analysis to demonstrate the current year and
prior year breakdown of the product return accrual:

  Historical

  NBTY

  Rexall

  Open RA’s

  Total

  Product
  return accrual @ 9/30/04

  $

  983

  $

  5,881

  $

  2,244

  $

  9,108

  Product
  return accrual @ 9/30/03

  708

  6,330

  275

  $

  7,313

The
following represents a rollforward of the product return accrual:

  9/30/2004

  9/30/2003

  Balance at
  Beginning of Year

  $

  7,313

  $

  983

  Reserve for
  acquired receivables (@ 7/24/03)

  9,467

  Current
  provision

  42,041

  7,932

  Actual
  Returns

  (40,246

  )

  (11,069

  )

  Balance at
  End of Year

  $

  9,108

  $

  7,313

Of
the actual returns, approximately $4,260 and $5,207 in fiscal 2004 and 2003,
respectively, related to returns accrued for through the initial purchase price
allocation for the Rexall acquisition. For the remaining fiscal 2004 and 2003
actual returns, the Company does not have the ability to track the returns by
fiscal period of the original sale.

3.  Please confirm that in all
future filings where EBITDA is shown as a supplemental non-GAAP operating
measure, that the Company will include a discussion of the material limitations
of EBITDA as an operating measure.

NBTY Response

The
Company confirms that with regard to item 3 “EBITDA” from our letter, to the
Staff dated May 27, 2005 that it will continue to provide disclosures, in
all future filings where EBITDA is referenced, which will discuss the material
limitations that EBITDA has when it is provided as a supplemental non-GAAP
operating measure. The Company will continue to enhance its filings with the
same disclosure from page 36 of the March 31, 2005 10-Q that
EBITDA as a non-GAAP supplemental operating measure has certain the following material
limitations:

•                  “It does not include interest expense.
Because the Company borrowed money to finance its operations, interest expense
is a necessary and ongoing part of its costs and has assisted in generating
revenue. Therefore, any measure that excludes interest has material
limitations.

•                  It does not include taxes. Because the
payment of taxes is a necessary and ongoing part of operations, any measure
that excludes taxes has material limitations.

•                  It does not include depreciation and
amortization expense. Because the Company uses capital assets, depreciation and
amortization expense is a necessary element of costs and ability to generate
revenue. Therefore, any measure that excludes depreciation and amortization
expense has material limitations.”

Please
let me know if you have any questions.
We appreciate your comments and would be pleased to discuss these
matters further at your request.

Sincerely,

  /s/ Harvey Kamil

  Harvey Kamil

  President and Chief Financial Officer