Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )

PROXY STATEMENT
for
February 10, 2006
Annual Meeting of Stockholders
of NBTY, Inc.

You are cordially invited to attend the 2006 Annual Meeting of Stockholders of NBTY, Inc. to be held on February 10, 2006, at 10:00 A.M., local time, at 2100 Smithtown Avenue, Ronkonkoma, New York. On the following pages, you will find information about the meeting, together with a Proxy Statement.

At the meeting, management will review NBTY's operations and discuss the financial statements for the fiscal year ended September 30, 2005, as well as our plans for the future. A question and answer session for stockholders will follow.

Your vote is important to us. If you cannot be with us in person, please be sure to vote your shares by proxy. This may be accomplished by: (i) signing and dating the enclosed proxy card and returning it in the postage-paid return envelope; (ii) voting your shares over the Internet; or (iii) voting your shares by telephone. Your prompt return of the proxy card or vote over the Internet or by telephone will help us avoid additional solicitation costs. If you send in the proxy card and attend the Annual Meeting, you may continue to have your shares voted as instructed in the proxy or you may withdraw your proxy at the Annual Meeting and vote your shares in person. Instructions for voting over the Internet or by telephone accompany the Proxy Statement.

Notice is hereby given that the 2006 Annual Meeting of Stockholders of NBTY, Inc. (the "Company") will be held at 2100 Smithtown Avenue, Ronkonkoma, New York 11779 on February 10, 2006, at 10:00 A.M., local time, for the purpose of considering and taking action on the following:

Stockholders who were owners of shares of NBTY, Inc. common stock at the close of business on January 6, 2006 (the "Record Date") may attend and vote at the 2006 Annual Meeting or may vote by proxy (i) by signing and dating the enclosed proxy card and returning it to the Company; (ii) on the Internet; or (iii) by telephone.

This summary is qualified in its entirety by the detailed information contained within the enclosed Proxy Statement.

NBTY, INC.
90 Orville Drive, Bohemia, New York 11716
PROXY STATEMENT
FOR 2006 ANNUAL MEETING OF STOCKHOLDERS
INFORMATION CONCERNING THE SOLICITATION

The Proxy Statement and enclosed Proxy Card are being furnished to all holders as of January 6, 2006 (the "Record Date") of the common stock, par value $0.008 per share (the "Common Stock"), of NBTY, Inc., a Delaware corporation (the "Company"), in connection with the solicitation of proxies, in the form enclosed, by the Board of Directors of the Company for use at the 2006 Annual Meeting of Stockholders to be held on February 10, 2006, and at any adjournments thereof (the "Meeting"). The persons named as proxies on the Proxy Card were selected by the Board of Directors of the Company.

The Company anticipates first sending this Proxy Statement and the enclosed Proxy Card to its stockholders on or about January 16, 2006. The Company's Annual Report to Stockholders, which includes financial statements for the fiscal year ended September 30, 2005 (the "2005 Fiscal Year"), is being mailed together with this Proxy Statement to stockholders entitled to vote at the Meeting. The Annual Report is not to be regarded as proxy soliciting material.

The enclosed Proxy Card provides that each stockholder may specify that his or her shares (i) be voted "FOR" the election of the named nominees to the Company's Board of Directors with provision to "WITHHOLD AUTHORITY" as to all nominees or any individual nominee or nominees; and (ii) be voted "FOR", "AGAINST" or "ABSTAIN" from voting with respect to the Board of Directors' appointment of PricewaterhouseCoopers LLP as independent certified public accountants to audit the consolidated financial statements of the Company for the fiscal year ending September 30, 2006. Except with respect to broker "non-votes", where a signed Proxy Card is returned but no choice is specified, the shares will be voted "FOR" the election of each named nominee to the Company's Board of Directors and "FOR" the ratification of PricewaterhouseCoopers LLP as the Company's independent certified public accountants for the fiscal year ending September 30, 2006. A broker "non-vote" occurs when a nominee holding shares for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary voting power with respect to that proposal and has not received instructions from the beneficial owner.

Under the General Corporation Law of the State of Delaware, the state in which the Company is incorporated, an abstaining vote or a broker "non-vote" is deemed to be "present" for quorum purposes but is not deemed to be a "vote cast" at the Meeting. As a result, abstentions and broker "non-votes" are not included in the tabulation of the voting results on the election of Directors, which requires approval of a plurality of the votes cast at the Meeting. "Plurality" means that the individuals who receive the largest number of votes cast are elected as Directors, up to the maximum number of Directors to be chosen at the Meeting. Consequently, any shares not voted (whether by abstention, withholding authority or broker "non-vote") have no impact in the election of Directors.

Abstentions and broker "non-votes" will have the same effect as votes "AGAINST" the ratification of the Board of Directors' appointment of PricewaterhouseCoopers LLP as the Company's independent certified public accountants for the fiscal year ending September 30, 2006. Approval of this appointment requires a majority vote "FOR" the proposal by the holders of shares of Common Stock present, in person or represented by proxy, at the Meeting (at which a quorum is present). Shares representing a majority of the votes entitled to be cast by the holders of the outstanding shares of Common Stock must be represented in person or by proxy at the Meeting in order for a quorum to be present.

All shares entitled to vote and represented by properly executed proxies received prior to the Meeting, and not revoked, will be voted at the Meeting in accordance with the instructions indicated on those proxies. Any proxy given pursuant to this solicitation may be revoked by the person giving it at any time before it is voted. A proxy may be revoked (i) by filing with the Secretary of the Company, at or prior to taking of the vote at the Meeting, a written notice of revocation or a duly executed Proxy

Card, in either case dated later than the prior proxy relating to the same shares, or (ii) by attending the Meeting and voting in person (although attendance at the Meeting will not by itself revoke a proxy). Any written notice of revocation or subsequent Proxy Card should be sent to NBTY, Inc., 90 Orville Drive, Bohemia, New York 11716, Attention: Secretary, or hand-delivered to the Secretary, at or before the taking of the vote at the Meeting. Instructions for voting on the Internet or by telephone may be found in the Proxy Voting Instructions accompanying the Proxy Card. Except as set forth above, if no instructions are indicated on a properly executed proxy, the shares represented by that proxy will be voted as recommended by the Board of Directors.

If any other matters are properly presented at the Meeting for consideration, including, among other things, consideration of a motion to adjourn the Meeting to another time or place, the persons named in the enclosed Proxy Card and acting thereunder will have discretion to vote on those matters in accordance with their best judgment to the same extent as the person signing the Proxy Card would be entitled to vote. The Company does not currently anticipate that any other matters will be raised at the Meeting or that the Meeting will be adjourned.

The Company has fixed the close of business on January 6, 2006 as the Record Date for determining the holders of its Common Stock who will be entitled to notice of and to vote at the Meeting. On January 6, 2006, the Company had issued and outstanding approximately 67,194,000 shares of its Common Stock, which were the only outstanding shares of the capital stock of the Company. Holders of Common Stock are entitled to one vote for each share owned of record.

The Company's Amended and Restated By-Laws provide that the members of the Board of Directors of the Company shall be divided into three classes and that the number of Directors constituting the Board of Directors shall from time to time be fixed and determined by a vote of a majority of the Company's entire Board of Directors serving at the time of such vote. As of the date of this Proxy Statement, the Board of Directors is comprised of eleven members. However, at the Meeting, Bernard G. Owen and Alfred Sacks, both currently Class I Directors whose term expires at the Meeting, are not standing for re-election to the Company's Board of Directors in compliance with the mandatory retirement age under our Corporate Governance Guidelines. The Company's mandatory retirement policy is described in more detail under "Compensation of Directors" below.

Messrs. Owen and Sacks are not currently expected to be replaced. As a result, following the Meeting, the number of Directors constituting the Board of Directors shall be nine. In addition, the membership of the Classes of the Board will change so that each Class I, Class II and Class III will consist of three members. The Board of Directors has nominated each of Aram G. Garabedian, Michael C. Slade and Neil H. Koenig for election as a Class I Director. Mr. Koenig was previously a Class II Director and Mr. Slade was previously a Class III Director, but each has agreed to stand for re-election before his respective term would have otherwise expired so that the Classes of Directors may be of equal size.

Stockholders of the Company do not have cumulative voting rights with respect to the election of Directors. It is the intention of the persons named in the enclosed Proxy Card to vote such proxy "FOR" the election of the named nominees for Class I directorships unless authorization is withheld on the Proxy Card. Should any nominee be unable or unwilling to serve as a Director, which is not anticipated, it is intended that the named proxies will vote for the election of such other person or persons as they, in their discretion, may choose.

The following table provides information as of January 6, 2006 with respect to each of the Company's Director nominees.

Name and year first became a Director of the Company	Age	Principal occupation during the past five years
CLASS I—Terms Expiring at the 2009 Annual Meeting of Stockholders
Aram G. Garabedian 1971	70	Elected a State Senator of the State of Rhode Island in 2000 and had been a representative in that State's legislature from 1972 through 1978, and 1998 through 2000. Since 1986, he has been a real estate property manager and developer in Rhode Island and is the President of Bliss Properties, Inc. He was associated with the Company and its predecessor, Arco Pharmaceuticals, Inc., for 20 years in a sales capacity and as an officer.
Michael C. Slade 1998	56	Senior Vice President and Secretary of the Company. He was the President, Chief Executive Officer and an owner of Nutrition Headquarters Corp. and Nutro Laboratories, Inc. before their acquisition by the Company in 1998. He is a member of the Board of Trustees of the North Shore—LIJ Health System. He is also a member of the Feinstein Institute for Medical Research.
Neil H. Koenig 2005	55	A partner at Imowitz, Koenig & Co., LLP, a public accounting firm providing tax services to public and private companies. He is Chief Financial Officer of Orthometrix, Inc., a public company that manufactures and distributes medical and fitness-related equipment. He is also the Vice President of Guggenheim Structured Real Estate, a private equity fund.

The following table provides information as of January 6, 2006 with respect to each of the Company's Directors whose terms expire subsequent to the Meeting.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF ARAM G. GARABEDIAN, MICHAEL C. SLADE AND NEIL H. KOENIG AS CLASS I DIRECTORS.

The Board of Directors reviews the independence of its members on an annual basis. No Director will be deemed to be independent unless the Board affirmatively determines that the Director in question has no material relationship with the Company, directly or as an officer, stockholder, member or partner of an organization that has a material relationship with the Company. The Board observes all criteria for independence established by the New York Stock Exchange (where the Company's Common Stock is listed for trading) and other applicable laws and regulations.

In its annual review of Director independence, the Board considers all commercial, banking, consulting, legal, accounting, charitable or other business relationships any Director may have with the Company. The Board determined that each independent Director had no relationships with the Company outside of his position on the Board. As a result of its annual review, the Board has determined that all of the directors are independent, with the exception of Messrs. Arthur Rudolph, Scott Rudolph, and Michael C. Slade. Scott Rudolph and Michael C. Slade are not independent because they are both executive officers of the Company. Arthur Rudolph is not independent because he is the father of Scott Rudolph and because of his consulting agreement with the Company (described in more detail below under "Compensation of Directors").

Following every meeting of the Board, the Company's non-management directors meet without management present. There is not a predetermined non-management director who presides over all such meetings. At each meeting, the non-management directors choose a presiding member for such meeting, based upon the topics to be discussed. "Non-management" directors are all those directors who are not executive officers, and include directors who are not considered to be independent under regulations issued by the Securities and Exchange Commission or the New York Stock Exchange. The Company's non-management directors are: Michael L. Ashner, Glenn Cohen, Murray Daly, Aram G.

Garabedian, Neil H. Koenig, Bernard G. Owen, Alfred Sacks and Peter J. White. Following the Meeting, Messrs. Owen and Sacks will no longer be Directors.

The Board of Directors has four standing committees: (i) an Audit Committee; (ii) a Compensation and Stock Option Committee; (iii) a Nominating/Corporate Governance Committee; and (iv) a Strategic Planning Committee.

The Audit Committee is composed of Michael L. Ashner (Chairman), Neil H. Koenig, Alfred Sacks, and Peter J. White. The Audit Committee is charged with assisting the Board in its oversight of (i) the qualifications, independence and performance of the Company's independent accountants and the performance of the Company's internal auditors and internal audit function; (ii) the integrity of the Company's financial statements and the Company's financial reporting processes and systems of internal control; and (iii) the Company's compliance with legal and regulatory requirements. The Audit Committee provides an avenue of communication among management, the independent accountants, the internal auditors and the Board. In carrying out its responsibilities, the Audit Committee also meets with internal audit staff of the Company and with the independent auditors in executive session, without members of management present. The Audit Committee met six times during the 2005 Fiscal Year. Each member of the Audit Committee has been determined by the Board of Directors to be independent, as independence for audit committee members is defined in the New York Stock Exchange Listed Company Manual and by applicable Securities and Exchange Commission rules. The Board of Directors has further determined that each member of the Audit Committee possesses the financial literacy and experience required by New York Stock Exchange and the Securities and Exchange Commission and that, in addition, Mr. Koenig is an "audit committee financial expert," as defined by Securities and Exchange Commission rules. The Audit Committee's written charter is posted on the Company's web site at www.nbty.com under the link "Corporate Governance". A printed copy of this charter is also available to any stockholder of the Company who requests it by writing to the Secretary of the Company at the Company's headquarters. The Board of Directors does not anticipate replacing Mr. Sacks on the Audit Committee following the Meeting, as the committee will consist of three members.

The Compensation and Stock Option Committee is composed of Murray Daly (Chairman), Glenn Cohen, Aram G. Garabedian and Alfred Sacks. The Compensation Committee is comprised entirely of independent Directors. The Compensation Committee is charged with assisting the Board in (i) developing and periodically reviewing compensation policies for the Company, including stock options, restricted stock and similar rewards, consistent with and linked to the Company's strategies; (ii) evaluating the performance of the Company's Chief Executive Officer ("CEO") and determining his compensation annually; (iii) recommending the compensation of the Company's other officers to the Board annually; (iv) reviewing management's recommendations on executive compensation policies and programs; (v) recommending to the Board the fees of outside directors; (vi) reviewing and approving new Company benefit plans and amendments to existing benefit plans; (vii) approving all equity-based compensation plans; and (viii) reviewing benefit plan administration. The Compensation Committee met twice during the 2005 Fiscal Year. The Compensation Committee's report on executive compensation begins on page 14. The Compensation Committee's written charter is posted on the Company's web site at www.nbty.com under the link "Corporate Governance". A printed copy of this charter is also available to any stockholder of the Company who requests it by writing to the Secretary of the Company at the Company's headquarters. Upon the recommendation of the Nominating/Corporate Governance Committee, the Board of Directors anticipates replacing Messrs. Garabedian and Sacks on the Compensation Committee with Mr. Peter White, following the Meeting.

The Nominating/Corporate Governance Committee is composed of Peter J. White (Chairman), Murray Daly and Bernard G. Owen. The Nominating Committee is composed entirely of independent

Directors. The Nominating Committee is charged with assisting the Board in (i) establishing criteria for Board membership; (ii) searching for and screening candidates to fill vacancies on the Board; (iii) recommending an appropriate slate of candidates for election each year; (iv) evaluating the performance of individual directors; (v) assessing the overall performance of the Board; (vi) considering issues regarding the composition and size of the Board; (vii) monitoring a process to assess board effectiveness; and (viii) developing and implementing the Company's Corporate Governance Guidelines. The Nominating Committee met twice during the 2005 Fiscal Year. The Nominating Committee's written charter and the Company's Corporate Governance Guidelines are available on the Company's web site at www.nbty.com under the link "Corporate Governance". A printed copy of this charter is also available to any stockholder of the Company who requests it by writing to the Secretary of the Company at the Company's headquarters. The Board of Directors anticipates replacing Mr. Owen on the Nominating/Corporate Governance Committee with Mr. Cohen, following the Meeting.

Nominees may be suggested by the Directors, by members of management, or by stockholders. The Company may also, in its discretion, engage a third party to assist in the search for Director candidates. Each of Messrs. Garabedian, Slade and Koenig, proposed for election as a Class I Director at the Meeting, is a currently serving Director.

The Nominating/Corporate Governance Committee will consider nominations for Board membership by stockholders. Stockholders wishing to nominate Director candidates for consideration may do so by writing to NBTY, Inc., 90 Orville Drive, Bohemia, New York 11716, Attention: Secretary, and providing the candidate's name, age, biographical data and qualifications. Recommendations by stockholders that are made in accordance with these procedures will be evaluated in the same manner as other candidates. In its assessment of any potential candidate, the Nominating/Corporate Governance Committee will review the nominee's judgment, experience, independence, understanding of the Company's industry and markets or related industries and markets, and any other factors that the Nominating/Corporate Governance Committee believes are pertinent in light of the current needs of the Board. In addition, the Nominating/Corporate Governance Committee will also take into account the requirements set forth in the Company's Corporate Governance Guidelines, as well as the ability of a Director to devote the time and effort necessary to fulfill his or her responsibilities.

The Strategic Planning Committee is composed of Scott Rudolph (Chairman), Arthur Rudolph, Michael C. Slade and Aram G. Garabedian. The Strategic Planning Committee exercises the broad powers and authority granted to it under the Company's Amended and Restated By-Laws, including such prerogatives as evaluating potential acquisitions, exploring new marketing areas and assisting in the formulation of major policy objectives. The Strategic Planning Committee met once during the 2005 Fiscal Year.

During the 2005 Fiscal Year, the Board convened four regular Board meetings. No special Board meetings were held. Each Director attended at least 75% of the Board meetings and the meetings of the Committees of which such Director was a member.

It is the Company's policy that all Directors attend annual meetings of stockholders. All Directors attended the 2005 Annual Meeting of Stockholders.

During the 2005 Fiscal Year, each Director (other than Scott Rudolph and Michael C. Slade, who are officers of the Company) earned an annual retainer of $60,000 for services rendered as Directors. In addition, each non-management Director is entitled to reimbursement for out-of-pocket expenses to attend meetings. In addition, Mr. Ashner received an additional $50,000 for his services as Audit Committee Chairman, for a total of $110,000. Except as described below, the Company does not offer a pension plan or other compensation to its non-management Directors. Any Director who is an officer of the Company does not receive additional compensation for his services as a Director.

The Company has adopted a mandatory retirement age policy that applies to each member of the Board, other than Mr. Arthur Rudolph, the Company's founder. Under this superannuation policy, no person who has reached the age of 73 can stand for election to the Board. Each member of the Board who has served on the Board for at least fifteen years and who retires from the Board solely as a result of this superannuation policy will continue to receive the annual Board retainer in effect on the retirement date until the earlier of the tenth anniversary of the retirement date or his or her death.

Effective January 1, 1997, the Company entered into a consulting agreement with Rudolph Management Associates, Inc. for the services of Mr. Arthur Rudolph, a Director and founder of the Company. The agreement has been renewed for a one-year term, ending December 31, 2006. The agreement provides for a consulting fee in the annual amount of $450,000 for the period ending December 31, 2006, payable in monthly installments. Pursuant to the consulting agreement, Mr. Rudolph will receive certain fringe benefits accorded to other executives of the Company. During the 2005 Fiscal Year, Mr. Arthur Rudolph also received the annual retainer of $60,000 for services rendered by him as a Director.

Stockholders wishing to communicate with the Board of Directors may do so in one of four ways: in person at the Meeting, by mail, by telephone or via the Internet. Mail addressed to the Directors can be sent to: NBTY, Inc., 90 Orville Drive, Bohemia, New York 11716, Attn: Secretary, indicating it to be a correspondence to a particular member(s) of the Board or the Board in its entirety. All mail received will be opened and screened for security purposes. The mail will then be logged in, and all mail other than mail determined by the Company's chief legal officer to be trivial or obscene will be forwarded to the particular Director in question or to the Board of Directors in its entirety, as requested in the stockholder's correspondence in question. Trivial items will be delivered to the Directors at the next scheduled Board meeting. Obscene items will not be forwarded.

Stockholders wishing to communicate only with non-management Directors may do so by calling toll free at 1.866.850.8624 or via the Internet at www.reportit.net, in either case using the username "NBTY" and the password "holder". Copies of any such communication will be forwarded to each non-management Director.

The following table sets forth the number of shares of Common Stock beneficially owned as of December 23, 2005 by (i) each Director of the Company; (ii) the executive officers named in the Summary Compensation Table set forth below; (iii) the Directors and executive officers as a group; (iv) each person or entity known by the Company to beneficially own more than five percent of the outstanding shares of Common Stock; and (v) and the Company's Retirement Savings and Employees' Stock Ownership Plan (the "ESOP").

Directors	Number of Shares Beneficially Owned(a)	Percent of Class(a)
Scott Rudolph(b)	8,162,395	11.7	%
Arthur Rudolph(c)	360,392	*
Aram G. Garabedian	3,000	*
Bernard G. Owen(d)	13,000	*
Alfred Sacks	15,500	*
Neil H. Koenig	—	—
Murray Daly(e)	2,000	*
Glenn Cohen	—	—
Michael L. Ashner	50,000	*
Michael C. Slade(f)	1,525,496	2.3	%
Peter J. White(g)	8,400	*
Other Named Executive Officers
Harvey Kamil(h)	1,594,590	2.4	%
William J. Shanahan(i)	211,285	*
James P. Flaherty(j)	59,542	*
Directors and Executive Officers
All Directors and Executive Officers as a group (14 persons)	12,005,600	17.0	%
Other
NBTY, Inc. Retirement Savings and Employees' Stock Ownership Plan(k)	2,396,804	3.6	%
Neuberger Berman, LLC(l)	5,576,815	8.3	%
Wasatch Advisors, Inc.(l)	3,815,101	5.7	%

An asterisk (*) in the above table means percentage ownership of less than one percent.

The following table sets forth information concerning total compensation earned or paid to the CEO and the four other most highly compensated executive officers of the Company who served in such capacities as of September 30, 2005 for services rendered to the Company during each of the last three fiscal years. See also the Report of the Compensation and Stock Option Committee of the Board of Directors on Executive Compensation below for additional information.

The Company has entered into a deferred compensation agreement with each executive officer named in the Summary Compensation Table that provides for post-retirement payments and payments upon the officer's death or disability as described below. Each agreement requires the Company to maintain a variable life insurance policy on the life of the officer.

Upon retirement at age sixty-five, the officer will be entitled to receive the cash surrender value of the insurance policy maintained on his life, to be paid over a period not to exceed ten years. The cash surrender value of the policy will vary over time, including during the post-retirement payment period. The officer may elect to receive a distribution of the policy in lieu of the last cash payment that would otherwise be paid.

If the officer dies while employed by the Company or retires and dies before receiving all of the post-retirement payments, the officer's beneficiary will be entitled to receive a lump sum payment in amount equal to the death benefit under the insurance policy in full discharge of all of the Company's obligations under the defined compensation agreement.

If the officer's employment with the Company is terminated involuntarily due to a permanent disability (as defined in the deferred compensation agreement) prior to the officer's voluntary retirement from the Company, the officer will be entitled to receive a lump sum payment equal to the cash surrender value of the insurance policy in full discharge of all of the Company's obligations under the deferred compensation agreement. Alternatively, the officer may elect to have the insurance policy transferred to him or her to continue coverage thereunder personally, and the Company will have discharged in full its obligations under the deferred compensation agreement.

The officer will not be entitled to any benefits under the deferred compensation agreement if his or her employment with the Company is terminated under circumstances other than as described above.

As of September 30, 2005, the cash surrender value and death benefit under the variable life insurance policies maintained by the Company in connection with these agreements were as follows:

Executive Officer	Cash Surrender Value		Death Benefit
Scott Rudolph	$	231,316	$	2,500,000
Harvey Kamil	$	137,847	$	810,000
Michael C. Slade	$	23,062	$	200,000
James P. Flaherty	$	67,416	$	375,000
William J. Shanahan	$	77,242	$	375,000

The Company did not grant any stock options to any of the executive officers named in the Summary Compensation Table during the 2005 Fiscal Year. The Company's stock option plans do not provide for the granting of stock appreciation rights.

Aggregated Option Exercises in the 2005 Fiscal Year and Fiscal Year-End Option Values

The following table shows information concerning option exercises by the executive officers named in the Summary Compensation Table and the number and the value at the end of the 2005 Fiscal Year of unexercised in-the-money options to purchase Common Stock granted to those executive officers.

			Number of Securities Underlying Unexercised Options at 9/30/05 (#)	Value of Unexercised In-The-Money Options at 9/30/05 ($)
Name	Shares Acquired on Exercise (#)	Value Realized($)	Exercisable/ Unexercisable(a)	Exercisable/ Unexercisable(b)
Scott Rudolph	—	—	2,810,000/0	$	49,695,350/0
Harvey Kamil	—	—	425,000/0		7,551,055/0
Michael C. Slade	—	—	100,000/0		1,790,941/0
James P. Flaherty	—	—	0/0		0/0
William J. Shanahan	—	—	70,000/0		1,261,890/0

Scott Rudolph Employment Agreement. The Company had entered into an employment agreement with Mr. Scott Rudolph (the "Rudolph Agreement"), superseding Mr. Rudolph's prior employment agreement with the Company. The Rudolph Agreement was effective October 1, 2002. Pursuant to the Rudolph Agreement, Mr. Rudolph currently serves as Chairman of the Board and Chief Executive Officer of the Company. The initial term of the Rudolph Agreement is five years, subject to automatic one-year extensions, unless either the Company or Mr. Rudolph provides specified notice to the contrary. Mr. Rudolph is required to devote to the Company substantially all of his working time, attention and efforts. Under the Rudolph Agreement, during the 2005 Fiscal Year Mr. Rudolph received a base salary of $813,472 and certain fringe benefits accorded to the other senior executives of NBTY. Mr. Rudolph is also eligible to earn an annual bonus targeted at not less than 50% of his base salary, as determined by the Compensation and Stock Option Committee of the Board, taking into account the achievement by the Company of certain performance goals.

Mr. Rudolph has the right to terminate the Rudolph Agreement in the event of a material breach by the Company or for other "good reason" (as defined in the Rudolph Agreement). In such event, or if the Company terminates Mr. Rudolph's employment without cause (as defined in the Rudolph Agreement), (i) Mr. Rudolph will be entitled to receive a lump sum amount equal to the greater of: (A) the base salary, automobile allowance and annual bonus (in the amount of 50% of his then base salary) that would be payable for the remaining term of the Rudolph Agreement had such termination not taken place, and (B) three times the sum of (x) his then base salary plus (y) the annual bonus Mr. Rudolph received in the year preceding such termination, (ii) all outstanding equity incentive awards (including stock options) will immediately vest and remain exercisable for a period of one year following the date of such termination (or, if earlier, until the end of the option term), and (iii) Mr. Rudolph would be entitled to receive a payment sufficient to offset the effects of any excise tax ("Excise Tax") imposed under Section 4999 of the Internal Revenue Code of 1986, as amended, if a Change of Control (as defined in the Rudolph Agreement) of the Company occurs after such termination of employment.

Upon termination of Mr. Rudolph's employment with the Company, following a Change of Control of the Company, Mr. Rudolph would (i) be entitled to receive a lump sum amount equal to

2.99 times the average compensation received by Mr. Rudolph during the five years immediately preceding such termination, (ii) become vested in all outstanding equity incentive awards (including stock options), (iii) have the right to receive a cash payment equal to the "spread" on all outstanding stock options, and (iv) be entitled to a payment sufficient to offset the effects of any Excise Tax.

During the term of the Rudolph Agreement (and, in the event Mr. Rudolph terminates his employment other than for good reason or the Company terminates Mr. Rudolph's employment for cause, for a period of one year beyond the expiration of the employment term), Mr. Rudolph will be subject to certain non-competition requirements.

Harvey Kamil Employment Agreement. The Company had entered into an employment agreement with Mr. Harvey Kamil (the "Kamil Agreement"), superseding Mr. Kamil's prior employment agreement with the Company. The Kamil Agreement was effective October 1, 2002. Pursuant to the Kamil Agreement, Mr. Kamil currently serves as President and Chief Financial Officer of the Company. The initial term of the Kamil Agreement is five years, subject to automatic one-year extensions, unless either the Company or Mr. Kamil provides specified notice to the contrary. Mr. Kamil is required to devote to the Company substantially all of his working time, attention and efforts. Under the Kamil Agreement, during the 2005 Fiscal Year Mr. Kamil received a base salary of $455,545 and certain fringe benefits accorded to the other senior executives of NBTY. Mr. Kamil is also eligible to earn an annual bonus targeted at not less than 50% of his base salary, as determined by the Compensation and Stock Option Committee of the Board, taking into account the achievement by the Company of certain performance goals.

Mr. Kamil has the right to terminate the Kamil Agreement in the event of a material breach by the Company or for other "good reason" (as defined in the Kamil Agreement). In such event, or if the Company terminates Mr. Kamil's employment without cause (as defined in the Kamil Agreement), (i) Mr. Kamil will be entitled to receive a lump sum amount equal to the greater of: (A) the base salary, automobile allowance and annual bonus (in the amount of 50% of his then base salary) that would be payable for the remaining term of the Kamil Agreement had such termination not taken place, and (B) three times the sum of (x) his then base salary plus (y) the annual bonus Mr. Kamil received in the year preceding such termination, (ii) all outstanding equity incentive awards (including stock options) will immediately vest and remain exercisable for a period of one year following the date of such termination (or, if earlier, until the end of the option term), and (iii) Mr. Kamil would be entitled to receive a payment sufficient to offset the effects of any Excise Tax, if a Change of Control (as defined in the Kamil Agreement) of the Company occurs after such termination of employment.

Upon termination of Mr. Kamil's employment with the Company, following a Change of Control of the Company, Mr. Kamil would (i) be entitled to receive a lump sum amount equal to 2.99 times the average compensation received by Mr. Kamil during the five years immediately preceding such termination, (ii) become vested in all outstanding equity incentive awards (including stock options), (iii) have the right to receive a cash payment equal to the "spread" on all outstanding stock options, and (iv) be entitled to a payment sufficient to offset the effects of any Excise Tax.

During the term of the Kamil Agreement (and, in the event Mr. Kamil terminates his employment other than for good reason or the Company terminates Mr. Kamil's employment for cause, for a period of one year beyond the expiration of the employment term), Mr. Kamil will be subject to certain non-competition requirements.

Holland & Barrett Agreements. Five members of Holland & Barrett's senior executive staff have service contracts, terminable by the Company upon twelve months' notice. The aggregate commitment for these salaries as of September 30, 2005 was approximately $1,349,000 per year.

REPORT OF THE COMPENSATION AND STOCK OPTION COMMITTEE
OF THE BOARD OF DIRECTORS ON EXECUTIVE COMPENSATION

The Compensation and Stock Option Committee of the Board of Directors (the "Compensation Committee") is composed of Murray Daly (Chairman), Glenn Cohen (who became a member of the Compensation Committee on October 17, 2005), Aram G. Garabedian and Alfred Sacks. The Compensation Committee is comprised entirely of independent Directors. The Compensation Committee is charged with assisting the Board in (i) developing and periodically reviewing compensation policies for the Company, including stock options, restricted stock and similar rewards, consistent with and linked to the Company's strategies; (ii) evaluating the performance of the Company's Chief Executive Officer and determining his compensation annually; (iii) recommending the compensation of the Company's other officers to the Board annually; (iv) reviewing management's recommendations on executive compensation policies and programs; (v) recommending to the Board the fees of outside directors; (vi) reviewing and approving new Company benefit plans and amendments to existing benefit plans; (vii) approving all equity-based compensation plans; and (viii) reviewing benefit plan administration.

Executive officers' overall compensation and benefits generally include base salary, executive benefits (including a company car), and if and when deemed appropriate, an annual performance bonus and/or stock-based long term incentive award. Factors considered have typically included the results of the performance review of each executive officer's performance and an evaluation of the significance of the executive's contribution to the Company. The overall compensation program has been designed to attract and retain experienced and well-qualified executive officers who will enhance the performance of the Company.

The Compensation Committee believes that Company tenure and the level of responsibility undertaken by individual executives should be appropriately reflected in the establishment of base salary amounts. Additionally, the Compensation Committee believes that the performance-based bonus structure is of key importance. Accordingly, for executive officers in charge of sales divisions, a material portion of total bonus eligibility is tied to year-over-year improvement in financial and operational indicators measured at that divisional level. For executive officers in charge of corporate departments, bonuses are based in large part on improvements in the performance of those departments. The Compensation Committee believes that these standards serve to align the interests of executive officers with those of stockholders.

The Company has endeavored to set the base salary of the Company's executive officers to be at levels that are generally competitive within the nutritional supplement industry and that take into account the range of practices for other similarly-sized companies based on available survey and proxy statement data. In addition, base salaries have reflected the Company's operating philosophy, strategic direction and cost-conscious orientation. In connection with reviewing each executive officer's base salary (other than the CEO), the Committee also consults with the CEO regarding his assessment of such executive officer's recent performance and on-going impact potential. While stock options have not been a component of executive officers' total compensation in recent years, the Compensation Committee determined in December 2005 that grants of equity in the form of restricted stock and/or stock options will be considered on an annual basis to further incentivize executive officers.

The Compensation Committee has determined generally to retain base salary, benefits, performance bonuses and equity-based incentives as components in the Company's overall executive

compensation. In setting the overall compensation levels for executive officers, the Compensation Committee expects to be guided by the following considerations:

In summary, the Compensation Committee annually establishes the base salary and incentive compensation that will be paid to the Company's Chief Executive Officer. The Compensation Committee recommends to the Board for the full Board's approval the compensation for each of the Company's officers other than the CEO. In setting or recommending compensation, the Compensation Committee generally takes into account a number of factors, including the Company's results of operations and other Company performance measures, competitive compensation data, comparisons of salaries, incentive compensation terms and responsibilities among the Company's executive officers, the desired proportion of incentive compensation in the executive officer's total compensation and qualitative factors bearing on an individual's experience, responsibilities, management and leadership abilities and job performance. The Compensation Committee does not generally assign greater weight to any one or more such factors than to others.

In the summer of 2005, the Compensation Committee, after conducting interviews of a number of outside consultants, engaged an independent compensation consultant to directly assist the Compensation Committee in reviewing how the levels and mix of compensation paid to the Company's executive officers compared to the range of practices for other similar companies based on 2004-2005 proxy disclosure data, 2005 survey data and other data, and taking into account the consultant's experience.

The compensation consultant reported directly to and worked directly with the Compensation Committee and its Chairman. The Compensation Committee met with the consultant several times in summer and fall of 2005, and the consultant had numerous other discussions with the Committee Chairman and other individual Committee members at various times. The actions taken by the Compensation Committee in December 2005 (see below) take into account the Committee's consideration of the information and advice received from its independent compensation consultant regarding the range of market practices among other similar companies with respect to salary rates, annual bonus opportunities and long-term stock-based incentives.

During the Company's fiscal years ending in the years 2002-2005, new stock option grants were not a component of the total compensation provided to executive officers, based on annual determinations made by the Compensation Committee that it was not necessary to grant stock options to further incentivize executive officers during those years. As noted above, in December 2005, the Compensation Committee has decided to change that approach, and has determined that annual stock option grants or other stock-based compensation should, on a going forward basis, generally be an active component of the incentive compensation opportunities provided by the Company to its executive officers, subject to performance and other appropriate considerations.

Section 162(m) of the Code limits the Company to a deduction for federal income tax purposes of no more than $1 million of compensation paid to certain executive officers in a taxable year. Compensation above $1 million may be deducted if it is "performance-based compensation" within the meaning of the Code. The Compensation Committee has considered the limitations on deductions imposed by Section 162(m) of the Code, and it is the Compensation Committee's present intention that, as long as it is consistent with its overall compensation objectives, substantially all federal income tax deductions attributable to executive compensation should not be subject to the deduction limitation of section 162(m) of the Code.

Scott Rudolph was the Company's Chief Executive Officer throughout the 2005 Fiscal Year. Mr. Rudolph received a base salary of $813,472 during that period, which included a cost-of-living increase from the prior fiscal year (pursuant to the Rudolph Agreement). During the 2005 Fiscal Year, Mr. Rudolph was also paid a discretionary annual bonus in the amount of $1,250,000 as determined by the Compensation Committee based on 2004 Fiscal Year performance, as reported in the Summary Compensation Table above.

In determining Mr. Rudolph's compensation, the Compensation Committee considered the following: (i) the level and mix of compensation for Chief Executive Officers in various other publicly-held and similarly-sized companies, including companies operating in the Company's industry and related or similar industries, (ii) the handling and impact of the Company's recent acquisitions of other companies, (iii) the Company's revenue growth and other performance against its business plan, and (iv) Mr. Rudolph's individual performance and contributions. In particular, the Compensation Committee considered Mr. Rudolph's efforts and contributions with respect to the operations of the Company, the selection and completion of corporate acquisitions, the integration of acquired operations, the international diversification of the Company, the diversification of its customer base, and the Company's overall performance, including EBITDA targets.

The Compensation Committee is committed to attracting, motivating and retaining senior executives who will help the Company meet the increasing challenges of the nutritional supplement industry. The Compensation Committee recognizes its responsibility to the Company's stockholders to increase the value of the Common Stock and intends to continue to review, establish and implement executive compensation policies that are consistent with competitive practices, are based on the Company's and the officers' performance, and permit the Company to attract, motivate and retain executives who will lead the Company and increase stockholder value.

The foregoing report of the Compensation Committee is not "soliciting material" and shall not be deemed incorporated by reference by any general statement incorporating by reference this Proxy Statement into any filing under the Securities Act or the Securities Exchange Act, except to the extent that the Company specifically incorporates this information by reference, and shall not otherwise be deemed filed under such Acts.

The following is the report of the Audit Committee with respect to the Company's audited financial statements for the 2005 Fiscal Year.

The Audit Committee has reviewed and discussed the Company's audited financial statements for the 2005 Fiscal Year with management. The Audit Committee has discussed with Deloitte & Touche LLP, the Company's independent accountants for the 2005 Fiscal Year, the matters required to be discussed by Statement of Auditing Standards No. 61, Communication with Audit Committees, as modified or supplemented, which includes, among other items, matters related to the conduct of the audit of the Company's financial statements. The Audit Committee has also received written disclosures and the letter from Deloitte & Touche LLP required by Independence Standards Board Standard No. 1, as modified or supplemented, which relates to the accountant's independence from the Company and its related entities, and has discussed with Deloitte & Touche LLP their independence from the Company.

The Audit Committee acts pursuant to the Audit Committee Charter. Each of the members of the Audit Committee qualifies as an "independent" Director under the current listing standards of the New York Stock Exchange, where the Company's Common Stock is listed.

The accounting firm of Deloitte & Touche LLP served as the Company's independent auditor for the 2005 Fiscal Year. As stated in Proposal 2, the Board has selected PricewaterhouseCoopers LLP to serve as the Company's independent auditors for the fiscal year ending September 30, 2006.

Audit services performed by Deloitte & Touche LLP during the 2005 Fiscal Year consisted of the examination of the Company's financial statements, services related to the Company's filings with the Securities and Exchange Commission and review of the offering memorandum with respect to the Company's senior subordinated notes. Other services provided by Deloitte & Touche LLP during the 2005 Fiscal Year included tax compliance and planning advice. All fees paid to Deloitte & Touche LLP and all services provided by Deloitte & Touche LLP during the 2005 Fiscal Year were reviewed, considered for independence and approved by the Audit Committee.

Aggregate fees billed to the Company for the fiscal year ended September 30, 2005 and 2004 represent the fees billed by the Company's principal accounting firm, Deloitte & Touche LLP, the member firms of Deloitte Touche Tohmatsu, and their respective affiliates (collectively, "Deloitte & Touche") and the Company's prior principal accounting firm, PricewaterhouseCoopers LLP.

Type of Fee	Fiscal 2005		Fiscal 2004
Audit Fees	$	3,538,000	$	1,014,000
Audit Related Fees	$	1,091,000	$	503,000
Tax Fees	$	950,000	$	1,082,000

Total	$	5,579,000	$	2,599,000

For fiscal 2005, aggregate fees, including out-of-pocket expenses, were for professional services rendered by Deloitte & Touche in connection with (i) the integrated audit of the Company's consolidated financial statements and internal control over financial reporting as of and for the years ended September 30, 2005 and 2004, including statutory audits of the financial statements of the Company's affiliates, and of its internal control over financial reporting as of September 30, 2005, (ii) reviews of the Company's unaudited condensed consolidated interim financial statements as of December 31, 2004, June 30, 2005, and March 31, 2005, and (iii) review of the Company's offering memorandum for senior subordinated notes issued by the Company.

For fiscal 2004, aggregate fees, including out-of-pocket expenses, for professional services rendered by Deloitte & Touche and PricewaterhouseCoopers LLP were $756,000 and $258,000, respectively.

For fiscal 2005, aggregate fees of $119,000, including out-of-pocket expenses, for professional services rendered by Deloitte & Touche for audit-related services for the year ended September 30, 2005 were for employee benefit plan audits and procedures relating to various other audit and special reports. For fiscal 2005 audit related fees for services performed by PricewaterhouseCoopers LLP were $972,000, mainly for the review of the Company's procedures related to internal control over financial reporting.

For fiscal 2004, aggregate fees of $503,000, including out-of-pocket expenses, were for professional services related to due diligence and audits in connection with acquisitions, internal control reviews, and an employee benefit plan audit. For fiscal 2004 audit related fees for services performed by Deloitte & Touche and PricewaterhouseCoopers LLP were $49,000 and $454,000, respectively.

For fiscal 2005, aggregate fees of $870,000 and $80,000, including out-of-pocket expenses, were for professional services rendered by Deloitte & Touche and PricewaterhouseCoopers LLP, respectively, in connection with tax compliance and advice for the year ended September 30, 2005. Tax services include U.S. and foreign tax compliance assistance, consultation and advice on various foreign tax matters, expatriate tax return preparation and transfer pricing documentation for compliance purposes.

For fiscal 2004, aggregate fees of $566,000 and $516,000, including out-of-pocket expenses, were for professional services rendered by Deloitte & Touche and PricewaterhouseCoopers LLP, respectively, in connection with tax compliance and advice for the year ended September 30, 2004.

No fees were paid to Deloitte & Touche and PricewaterhouseCoopers LLP during the years ended September 30, 2005 and 2004 for any other professional services.

Procedures for Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditor

The Charter for the Audit Committee of the Company's Board of Directors provides that the Audit Committee pre-approve, on an annual basis, the audit, audit-related, tax and other non-audit services to be rendered by the Company's accountants based on historical information and anticipated requirements for the following fiscal year. The Audit Committee must pre-approve specific types or categories of engagements constituting audit, audit-related, tax and other non-audit services as well as the range of fee amounts corresponding to each such engagement.

Based on the review and discussion referred to above, the Audit Committee recommended to the Company's Board of Directors that the Company's audited financial statements be included in the Company's Annual Report on Form 10-K for the 2005 Fiscal Year.

The following graph illustrates, for the period from September 30, 2000 (Base Year) through September 30, 2005, the cumulative total stockholder return of $100 invested in the Company's Common Stock, the New York Stock Exchange Composite (US) and the NYSE Health Products Index.

The comparisons reflected in the graph are not intended to forecast the future performance of the Common Stock and may not be indicative of such future performance.

COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*
AMONG NBTY, INC., THE NYSE COMPOSITE INDEX
AND THE NYSE HEALTH CARE INDEX

Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") requires NBTY's directors, executive officers, and persons who own more than ten percent of NBTY's Common Stock to file reports of ownership and changes in ownership on Forms 3, 4 and 5 with the Securities and Exchange Commission. Directors, executive officers and greater than ten percent stockholders are required by the Securities and Exchange Commission regulations to furnish NBTY with copies of all Forms 3, 4 and 5 they file with the Securities and Exchange Commission.

Based solely on NBTY's review of the copies of the Securities and Exchange Commission filings it has received, or written representations from certain reporting person that no Form 5's were required for these persons, NBTY believes that, except as indicated below, all its directors, executive officers and greater than ten percent beneficial owners complied with all filing requirements applicable to them with respect to the 2005 Fiscal Year. Mr. Bernard G. Owen filed late one Form 4, relating to one transaction in the Company's common stock.

The Company has adopted a Code of Ethics for its directors, officers and employees, including its senior financial officers and Chief Executive Officer. The Code of Ethics is available on the Company's web site: www.nbty.com. The Company will also provide a copy of such Code of Ethics to any person upon written request made to the Secretary of the Company at the Company's headquarters. It is the Company's intention to disclose any waivers of, or amendments to, such Code of Ethics on its web site: www.nbty.com.

The Company has had, and in the future may continue to have, business transactions with individuals and firms affiliated with certain of the Company's directors and executive officers. Each such transaction has been in the ordinary course of the Company's business.

The Audit Committee has determined to change the Company's independent auditors. As a result, the Audit Committee replaced Deloitte & Touche LLP ("Deloitte") as the Company's independent auditors effective January 9, 2006. The Audit Committee has selected PricewaterhouseCoopers LLP ("PwC") to audit the consolidated financial statements of the Company and its subsidiaries for the fiscal year ending September 30, 2006. PwC had previously been the Company's independent auditors until March 19, 2004.

During the two most recent fiscal years, the reports on the Company's financial statements issued by Deloitte did not contain an adverse opinion or disclaimer of opinion, nor were these reports qualified or modified as to uncertainty, audit scope or accounting principles. During the two most recent fiscal years and any subsequent period, there were no disagreements with PwC (through March 19, 2004) or with Deloitte thereafter on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure. During that time, none of the events listed in Item 304(a)(1)(v) of Regulation S-K occurred, and the Company did not consult with Deloitte (through March 19, 2004) or with PwC regarding either of the matters referred to in Item 304(a)(2) of Regulation S-K.

A representative of PwC will be present at the Meeting and will be available to respond to appropriate questions from stockholders. Representatives of Deloitte, the Company's independent auditors for the 2005 Fiscal Year, are not expected to be present at the Meeting.

Additional information regarding fees paid to Deloitte can be found in the "Report of the Audit Committee" beginning on page 17.

Stockholder approval is not required for the appointment of PwC, as the Audit Committee of the Board of Directors has the sole responsibility for selecting auditors. However, the appointment is being submitted for ratification at the Meeting. No determination has been made as to what action the Audit Committee of the Board of Directors would take if stockholders do not ratify the appointment.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING SEPTEMBER 30, 2006.

All expenses of this solicitation, including the cost of preparing and mailing this Proxy Statement, will be borne by the Company. In addition to solicitation by use of the mails, proxies and voting instruments may be solicited by Directors, officers and associates of the Company in person or by Internet, telephone, telegram or other means of communication. American Stock Transfer & Trust Company ("AST") is the Company's transfer agent, and as part of the Company's annual fee and services arrangement with AST, AST assists in the solicitation and distribution of proxies at no additional charge. AST will be reimbursed for its out-of-pocket expenses in connection with such services. The Company's Directors, officers and associates will not be additionally compensated but may be reimbursed for reasonable out-of-pocket expenses incurred by them in connection with such solicitation. Arrangements will also be made with brokers, custodians, nominees and fiduciaries for forwarding proxy solicitation materials to beneficial owners of shares held of record by such brokers, custodians, nominees and fiduciaries. The Company will reimburse such brokers, custodians, nominees and fiduciaries for reasonable out-of-pocket expenses incurred in connection therewith.

Pursuant to Rule 14a-8 under the Exchange Act, stockholders may present proper proposals for inclusion in the Company's proxy statement and proxy and for consideration at the next Annual Meeting of its stockholders by submitting their proposals to the Company in a timely manner. In order to be so included for the next Annual Meeting, stockholder proposals must be received by the Company no later than September 9, 2006, and must otherwise comply with the requirements of Rule 14a-8. In addition, the Company's Amended and Restated By-Laws establish an advance notice procedure with regard to certain matters, including stockholder proposals not included in the Company's proxy statement, to be brought before an Annual Meeting of stockholders. To be timely, stockholder's notice must be delivered to, or mailed by registered or certified mail, return receipt requested, and received at, the principal executive offices of the Company not less than 60 days nor more than 90 days prior to the scheduled annual meeting, regardless of any postponements, deferrals or adjournments of that meeting to a later date; provided, however, that, if less than 70 days' notice or prior public disclosure of the date of the scheduled Annual Meeting is given or made, notice by the stockholder, to be timely, must be so delivered or received not later than the close of business on the tenth day following the earlier of the day on which such notice of the date of the scheduled annual meeting was mailed or the day on which such public disclosure was made. If a stockholder who has notified the Company of his or her intention to present a proposal at an Annual Meeting does not appear or send a qualified representative to present his or her proposal at such meeting, the Company need not present the proposal for a vote at such meeting.

The Board of Directors knows of no other matters that will be presented for consideration at the Meeting. If any other matters are properly brought before the Meeting, it is the intention of the persons named in the accompanying proxy to vote on such matters in accordance with their best judgment.

A copy of the Company's Annual Report on Form 10-K for the 2005 Fiscal Year, as filed with the Securities and Exchange Commission, excluding exhibits, is being mailed to stockholders together with this Proxy Statement and also may be obtained by stockholders without charge by written request addressed to: NBTY, Inc., 90 Orville Drive, Bohemia, New York 11716, Attention: Secretary, or may be accessed on the Company's web site at www.nbty.com under the link "SEC Filings".

Please date, sign and mail
your proxy card in the
envelope provided as soon
as possible.

THIS PROXY IS BEING SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF NBTY, INC.
DIRECTORS RECOMMEND: AVOTE FOR ELECTION OF DIRECTORS AND AVOTE FOR PROPOSAL 2.
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.
PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE ý

Note: Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder must sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership or a limited liability company, please sign in partnership or a limited liability company name, as the case may be, by authorized person.

Annual Meeting of Stockholders to be held on
February 10, 2006 at 10:00 A.M., Local Time

The undersigned hereby appoints Harvey Kamil and Michael C. Slade as Proxies, each with the power to appoint his substitute, and hereby authorizes them, to represent and vote, as designated on the reverse side, all shares of Common Stock of NBTY, INC. (the "Company") held of record by the undersigned on January 6, 2006, at the Annual Meeting of Stockholders to be held at 2100 Smithtown Avenue, Ronkonkoma, New York 11779, on February 10, 2006 at 10:00 AM, local time, for the purpose of considering and taking action on the proposals set forth on the reverse side:

You may enter your voting instructions at 1-800-PROXIES or www.voteproxy.com up until 11:59 PM Eastern Time the day before meeting date.

V Please detach along perforated line and mail in the envelope provided IF you are not voting via telephone or the Internet. V

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NBTY, Inc.
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Name and year first became a Director of the Company	Age	Principal occupation during the past five years
CLASS II—Terms Expiring at the 2008 Annual Meeting of Stockholders
Scott Rudolph 1986	48	The Chairman of the Board of Directors and Chief Executive Officer and a more than 5% stockholder of the Company. He served as the Chairman of the Board of Directors of Dowling College, Long Island, New York from 1997 through 2000, and is currently the Vice Chairman of the Dowling College Board. He joined the Company in 1986. He is the son of Arthur Rudolph.
Murray Daly 1971	78	Is retired, having formerly been a Vice President of J.P. Egan Office Equipment Co., an office equipment company, and is a consultant to the office equipment industry.
Peter J. White 2001	51	President and Chief Executive Officer of I.J. White Corporation, a company based in Farmingdale, New York, engaged in the worldwide engineering and manufacturing of conveying systems for the food industry.


CLASS III—Terms Expiring at the 2007 Annual Meeting of Stockholders
Arthur Rudolph 1971	77	Founded Arco Pharmaceuticals, Inc., the Company's predecessor, in 1960 and founded the Company in 1971. He served as the Company's Chief Executive Officer and Chairman of the Board of Directors until his resignation in September 1993. He is the father of Scott Rudolph. He has been a consultant to the Company since 1997.
Glenn Cohen 1988	46	President of 1641 Bellmore Road Corp., a residential/commercial real estate development corporation; and President of Save-on Sprinkler Co., a sprinkler company.
Michael L. Ashner 1998	53	President and Chief Executive Officer of Winthrop Realty Partners, L.P., a real estate investment and management company, since 1996. Mr. Ashner is also the Chairman and Chief Executive Officer of Winthrop Realty Trust ("WRT") and Newkirk Realty Trust, Inc. ("Newkirk"), two New York Stock Exchange listed real estate investment trusts. Mr. Ashner serves on the Board of Directors of WRT, Newkirk, Atlantic Coast Entertainment Holdings, Inc. and Sizeler Property Investors, Inc.

		Annual Compensation							Long Term Compensation Awards
Name and Principal Position	Fiscal Year	Salary($)		Bonus($)(1)		Other Annual Compensation($)			Securities Underlying Options(#)	All Other Compensation ($)(2)
Scott Rudolph Chairman and Chief Executive Officer	2005 2004 2003	$	813,472 764,278 750,000	$	1,250,000 1,000,000 600,000	$	200,554	(3) (4) (4)	— — —	$	32,214 34,983 33,477
Harvey Kamil President and Chief Financial Officer	2005 2004 2003		455,545 427,996 420,000		550,000 400,000 300,000			(4) (4) (4)	— — —		23,099 25,632 24,752
Michael C. Slade Senior Vice President and Secretary	2005 2004 2003		359,890 353,100 341,994		50,000 50,000 90,000		117,498	(3) (4) (4)	— — —		17,936 10,469 9,575
James P. Flaherty Senior Vice President— Marketing and Advertising	2005 2004 2003		262,308 243,654 228,365		125,000 212,643 65,000			(4) (4) (4)	— — —		17,396 20,469 19,589
William J. Shanahan Vice President— Information Systems	2005 2004 2003		225,577 204,471 191,972		160,000 120,000 75,000			(4) (4) (4)	— — —		17,396 20,469 19,589


		Sincerely,

		Scott Rudolph, Chairman of the Board and Chief Executive Officer


		Cordially,

		Scott Rudolph Chairman of the Board and Chief Executive Officer

		BY ORDER OF THE BOARD OF DIRECTORS,

		Scott Rudolph Chairman of the Board and Chief Executive Officer
Bohemia, New York January 16, 2006


							FOR	AGAINST	ABSTAIN
1.	Election of Directors:			2.	RATIFICATION OF PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS FOR THE FISCALYEAR ENDING SEPTEMBER 30, 2006.		o	o	o
		NOMINEES:
o	FOR ALL NOMINEES	o o o	Aram G. Garabedian Neil H. Koenig Michael C. Slade
o	WITHHOLD AUTHORITY FOR ALL NOMINEES			"NOTE"		THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF.
o	FOR ALL EXCEPT (See instructions below)

INSTRUCTION:		To withhold authority to vote for any individual nominee(s), mark "FOR ALL EXCEPT" and fill in the circle next to each nominee you wish to withhold, as shown here: •

To change the address on your account, please check the box at right and indicate your new address in the space above. Please note that changes to the registered name(s) on the account may not be submitted via this method.				o


MAIL—Date, sign and mail your proxy card in the envelope provided as soon as possible.
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INTERNET—Access "www.voteproxy.com" and follow the on-screen instructions. Have your proxy card available when you access the web page.


Signature of Stockholder				Date:				Signature of Stockholder				Date:


Signature of Stockholder				Date:				Signature of Stockholder				Date: