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October 21, 2005

Mr. Jim B. Rosenberg

United States Securities and

  Exchange Commission

Division of Corporation
Finance

100 F Street, N.E.

Washington, DC 20549-0801

Mr. Todd Sherman

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 and Mr. Sherman:

We
are writing this letter in response to your letter dated October 7, 2005
regarding your review of NBTY’s response letter dated September 9,
2005.   We have provided our responses
keyed to each comment raised in your letter in order to facilitate your review.

SEC Question:

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

Critical Accounting
Policies and Estimates

Revenue Recognition, page 23

1.               Please refer to your response to prior
comment one. Please explain to us why there are no deductions in your
rollforward schedule of the promotional program incentive accrual.
Additionally, we believe the promotional program incentive accrual rollforward schedule would
be important to investors and this proposed disclosure should also be included
within Management’s Discussion and Analysis. Please revise your proposed
disclosures, accordingly.

NBTY Response

There are no deductions in
the rollforward schedule of the promotional program incentive accrual because
customer charges were reflected directly in the current period as a decrease in
sales. The accrual was only revised upward each quarter to reflect the

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amounts earned during the
period and still owed to customers; therefore, there were no deductions in the
rollforward schedule.

As requested, the Company
will incorporate the rollforward schedule of the promotional program
incentive accrual (including all customer charges which were recorded directly
against sales) within the Management’s Discussion and Analysis Section in future
annual filings.

SEC Question:

2.               Please tell us the nature of the amounts
charged to other accounts in the promotional program incentive accrual in
fiscal year 2003.

NBTY Response

The
nature of the amounts charged to other accounts in the promotional program
incentive accrual in fiscal year 2003 represents the aggregate opening balance
sheet reserves for sales returns and promotional program incentives from the
Rexall acquisition.

SEC Question:

3.               Please confirm that you will include a
discussion within Management’s Discussion and Analysis to disclose why you do
not have the ability to track returns by fiscal period as outlined in your
response dated September 8, 2005.

NBTY Response

The Company confirms that it
will include a discussion within Management’s Discussion and Analysis to
disclose why it does not have the ability to track returns by fiscal period.

SEC Question:

Liquidity and Capital Resources

EBITDA, page 36-37

4.               We have read your response to prior comments
two and three; however, we continue to believe that you have not met the burden
of demonstrating the usefulness of any financial measure that excludes
recurring items.  Answer 10 in the
Non-GAAP FAQ allows the use of EBITDA in certain circumstances as a liquidity
measure if this measure is contained in a material debt agreement; however, it
continues to state that discussion of the non-GAAP financial measure for other
purposes would not be permitted. The discussion of EBITDA as a liquidity
measure as it relates to your credit agreements would be allowed. Please tell
us how you plan to delete EBITDA as a supplementary non-GAAP operating
performance measure in your filings or provide additional supplemental

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information to demonstrate
why these measures provide useful information to investors.

NBTY Response

The
Company will prospectively eliminate the entire paragraph labeled as EBITDA in
the “Management’s Discussion and Analysis - Liquidity and Capital Resources”
section.  The Company will refer to
EBITDA only as a liquidity measure in its discussion of its compliance with its
credit agreements and indenture.

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

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