- --------------------------------------------------------------------------------
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SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )

Filed by the Registrant /x/
Filed by a Party other than the Registrant / /

Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/x/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

PDK LABS INC.
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(Name of Registrant as Specified in its Charter)

- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

/x/ No fee required

/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11

(1) Title of each class of securities to which transaction applies:

(2) Aggregate number of securities to which transaction applies:

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):

(4) Proposed maximum aggregate value of transaction:

(5) Total fee paid:

/ / Fee paid previously with preliminary materials.

/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

(2) Form, Schedule or Registration Statement No.:

(3) Filing Party:

(4) Date Filed:

PDK LABS INC.
145 RICEFIELD LANE
HAUPPAUGE, NEW YORK 11788
------------------------

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON AUGUST 1, 1997
------------------------

TO THE STOCKHOLDERS:

Notice is hereby given that the annual meeting of stockholders (the 'Annual
Meeting') of PDK Labs Inc. (the 'Company') has been called for and will be held
at 3:00 P.M., Eastern Daylight Savings Time, on August 1, 1997, at Sheraton
Smithtown, 110 Vanderbilt Motor Parkway, Smithtown, N.Y. 11788 for the following
purposes:

1. To elect a Board of Directors consisting of five (5) directors to
hold office until the next Annual Meeting and until their successors shall
have been elected and qualified;

2. To ratify the appointment by the Board of Directors of Holtz
Rubenstein & Co., LLP to serve as the independent certified public
accountants for the current fiscal year; and

3. To consider and transact such other business as may properly come
before the Annual Meeting or any adjournments thereof.

The Board of Directors has fixed the close of business on June 10, 1997 as
the record date for the determination of the stockholders entitled to notice of,
and to vote at, the Annual Meeting or any adjournments thereof. The list of
stockholders entitled to vote at the Annual Meeting will be available for the
examination of any stockholder at the Company's offices at 145 Ricefield Lane,
Hauppauge, New York 11788, for ten days prior to August 1, 1997.

By Order of the Board of Directors

Michael B. Krasnoff
President

Dated: June 10, 1997

WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE FILL IN, SIGN, AND
DATE THE PROXY SUBMITTED HEREWITH AND RETURN IT IN THE ENCLOSED STAMPED
ENVELOPE. THE GIVING OF SUCH PROXY WILL NOT AFFECT YOUR RIGHT TO REVOKE SUCH
PROXY IN PERSON SHOULD YOU LATER DECIDE TO ATTEND THE MEETING. THE ENCLOSED
PROXY IS BEING SOLICITED BY THE BOARD OF DIRECTORS.

PDK LABS INC.
PROXY STATEMENT
GENERAL

This proxy statement is furnished by the Board of Directors of PDK Labs
Inc., a New York corporation (the 'Company'), with offices located at 145
Ricefield Lane, Hauppauge, New York 11788, in connection with the solicitation
of proxies to be used at the annual meeting of stockholders of the Company (the
'Annual Meeting') to be held on August 1, 1997, and at any adjournments thereof.
This proxy statement will be mailed to stockholders beginning approximately June
17, 1997. If a proxy in the accompanying form is properly executed and returned,
the shares represented thereby will be voted as instructed on the proxy. Any
proxy may be revoked by a stockholder prior to its exercise upon written notice
to the President of the Company, or by a stockholder voting in person at the
Annual Meeting.

All properly executed proxies received prior to the Annual Meeting will be
voted at the Annual Meeting in accordance with the instructions marked thereon
or otherwise as provided therein.

At the Annual Meeting, Stockholders will be asked to approve and consent
to:

1. To elect a Board of Directors consisting of five (5) directors to
hold office until the next Annual Meeting and until their successors shall
have been elected and qualified;

2. To ratify the appointment by the Board of Directors of Holtz
Rubenstein & Co., LLP, to serve as the independent certified public
accountants for the current fiscal year; and

3. To consider and transact such other business as may properly come
before the Annual Meeting or any adjournments thereof.

Under the Certificate of Incorporation of the Company and under the New
York Business Corporation Law the affirmative vote of a majority of the votes
represented by shares of Common Stock present or represented at the Annual
Meeting is required for the election of the directors and the ratification of
Holtz Rubenstein & Co., LLP. Unless instructions to the contrary are indicated,
proxies will be voted 'FOR' the election of five (5) directors and; 'FOR' the
ratification of the selection by the Board of Directors of Holtz Rubenstein &
Co., LLP as the independent certified public accountants of the Company.

A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-KSB FOR FISCAL YEAR ENDED
NOVEMBER 30, 1996 (THE 'FORM 10-KSB'), WHICH CONTAINS FINANCIAL STATEMENTS
AUDITED BY THE COMPANY'S INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS, ACCOMPANIES
THIS PROXY STATEMENT AND IS INCORPORATED HEREIN BY REFERENCE.

The Board of Directors does not know of any matter to be proposed for
action at the Annual Meeting other than those described in this proxy statement.
If other matters properly come before the Annual Meeting, the persons named in
the accompanying proxy will act in accordance with their best judgment.

The cost of preparing, assembling and mailing this notice of Annual
Meeting, proxy statement, the enclosed Form 10-KSB and proxy will be borne by
the Company. In addition to solicitation of the proxies by use of the mails,
some of the officers and regular employees of the Company, for no additional
renumeration, may solicit proxies personally or by telephone, telegraph, or
cable. The Company may also request brokerage houses, nominees, custodians and
fiduciaries to forward soliciting material to the beneficial owners of Common
Stock held of record. The Company will reimburse such persons for their expenses
in forwarding soliciting material.

VOTING SECURITIES AND
PRINCIPAL HOLDERS THEREOF

The Board of Directors has fixed the close of business on June 10, 1997 as
the record date (the 'Record Date') for the determination of stockholders
entitled to notice of, and to vote at, the Annual Meeting and any adjournments
thereof. Only stockholders on the Record Date will be able to vote at the Annual
Meeting, and each holder of record will be entitled to one vote for each share
held, with no shares having cumulative voting rights.

As of the Record Date, there were 3,191,986 shares of Common Stock issued
and outstanding, all of which (except for 188,000 shares held in the Company's
treasury) are entitled to one (1) vote per share at the Annual Meeting. As of
the Record Date, there were 739,555 shares of Series A Preferred Stock
outstanding, none of which are entitled to vote at the Annual Meeting. Holders
of the Common Stock are entitled to vote on all matters. Unless otherwise
indicated herein, a majority of the votes represented by shares of Common Stock
present or represented at the Annual Meeting is required for approval of each
matter which will be submitted to stockholders.

Management of the Company knows of no business other than those matters
specified in Items 1 and 2 of the Notice of Annual Meeting which will be
presented for consideration at the Annual Meeting. If any other matter is
properly presented, it is the intention of the persons named in the enclosed
proxy to vote in accordance with their best judgment.

The following table sets forth certain information, as of June 10, 1997
with respect to the beneficial ownership of the outstanding Common Stock by (i)
any holder of more than five (5%) percent; (ii) each of the Company's officers
and directors; and (iii) the directors and officers of the Company as a group:

APPROXIMATE
AMOUNT AND NATURE OF PERCENT
NAME AND ADDRESS OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP OF CLASS(3)
- ----------------------------------------------------------------- -------------------- -----------

Perry D. Krape................................................... 205,488 6.8%
c/o PDK Labs Inc.
145 Ricefield Lane
Hauppauge, NY 11788

Michael B. Krasnoff.............................................. 950,000(1) 31.6
c/o PDK Labs Inc.
145 Ricefield Lane
Hauppauge, NY 11788

Ira Helman....................................................... -0- -0-
c/o PDK Labs Inc.
145 Ricefield Lane
Hauppauge, NY 11788

Hartley T. Bernstein, Esq........................................ 100,000(2) 3.3
c/o PDK Labs Inc.
145 Ricefield Lane
Hauppauge, NY 11788

Stanley K. Krasnoff.............................................. -0- -0-
c/o PDK Labs Inc.
145 Ricefield Lane
Hauppauge, NY 11788

Robin Marks-Kaufman.............................................. -0- -0-
c/o PDK Labs Inc.
145 Ricefield Lane
Hauppauge, NY 11788

Reginald Spinello................................................ 200,000 6.6
c/o PDK Labs Inc.
145 Ricefield Lane
Hauppauge, NY 11788

Karine Hollander................................................. 50,000 1.7
c/o PDK Labs Inc.
145 Ricefield Lane
Hauppauge, NY 11788

Dune Holdings, Inc............................................... 200,000 6.6
132 Dune Road
Westhampton Beach, NY 11978

All officers and directors as a group (6 persons)................ 1,100,000(3) 36.6

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(1) Includes (i) 400,000 shares of common stock issued in accordance with the
October 1995 Employment Agreement, (ii) 200,000 shares of common stock owned
by Reginald Spinello, (iii) 200,000 shares of common stock owned by Dune
Holdings, Inc., (iv) 50,000 shares of common stock owned by Karine Hollander
and (v) 100,000 shares of common stock owned by Michael Lulkin. All of the
Spinello, Dune, Hollander and Lulkin shares of common stock are subject to a
ten (10) year voting trust held by the Company's Chief Executive Officer,
Mr. Krasnoff.

(2) Includes 100,000 shares of common stock owned by Bernstein & Wasserman, LLP,
a law firm which Mr. Bernstein is a partner.

(3) Includes shares beneficially owned by Michael Krasnoff, Ira Helman, Stanley
Krasnoff, Reginald Spinello, Hartley Bernstein, Robin Marks-Kaufman and
Karine Hollander. Dune is not an officer or director of the Company.

PROPOSAL NO. 1:
ELECTION OF DIRECTORS

GENERAL

The Board of Directors consisted of five (5) persons as of the fiscal year
ended November 30, 1996 ('Fiscal 1996'). The directors are elected for a

one-year term or until their successors are elected and qualify with a plurality
of votes cast in favor of their election. Messrs. Michael B. Krasnoff, Ira
Helman, Stanley Krasnoff and Hartley T. Bernstein and Ms. Robin Marks-Kaufman
who are all members of the existing Board, are the nominees for election to the
Board of Directors.

Unless otherwise directed by the stockholder giving the proxy, the proxies
in the accompanying form will be voted 'FOR' the election of the nominees named
above as directors. If any nominee should subsequently become unavailable for
election, the persons voting the accompanying proxy may in their discretion vote
for a substitute.

BOARD OF DIRECTORS

The Board of Directors has the responsibility for managing the operations
of the Company but are not involved in day-to-day operating details. Members of
the Board are kept informed of the Company's business by various reports and
documents sent to them as well as by operating and financial presentations made
at Board meetings. The Board of Directors held twelve (12) meetings (or executed
consents in lieu thereof) in Fiscal 1996, and all of the directors attended all
of the meetings of the Board. The Board of Directors has no standing committees.

The following table sets forth certain information regarding the director
nominees.

NAME AGE POSITION
- ----------------------------------------------------- --- -----------------------------------------------------

Michael B. Krasnoff.................................. 42 Chairman of the Board, President, Chief Executive
Officer and Secretary

Stanley Krasnoff(1).................................. 69 Director

Ira Helman........................................... 65 Director

Hartley T. Bernstein................................. 45 Director and Assistant Secretary

Robin Marks-Kaufman.................................. 43 Director

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(1) Stanley Krasnoff is the father of Michael Krasnoff, President, Chief
Executive Officer and Secretary of the Company.

All directors hold office until the next annual meeting of stockholders and
the election and qualification of their successors. Officers are elected
annually by the Board of Directors and, subject to existing employment
agreements, serve at the discretion of the Board.

Outside directors shall receive Ten Thousand Dollars ($10,000) per year as

compensation for their services. Directors who are also officers of the Company
do not receive any compensation for serving on the Board of Directors. All
Directors are reimbursed by the Company for any expenses incurred in attending
Director's meetings.

BACKGROUND OF EXECUTIVE OFFICERS AND DIRECTORS

Michael B. Krasnoff has been the President and Chief Executive Officer of
the Company since July 31, 1991. Mr. Krasnoff was the Chief Financial Officer of
the Company from July 31, 1991 until March 2, 1997. Mr. Krasnoff had been
Executive Vice President of the Company since July 1989, and has been a director
since August 1, 1989. Mr. Krasnoff has been the Secretary of the Company since
April 1, 1990. Mr. Krasnoff also serves as a director and officer of the
Company's subsidiary Futurebiotics, Inc. Prior to joining the Company in 1988,
Mr. Krasnoff was an independent financial and marketing consultant to the
Company. From September 1982 to September 1988, Mr. Krasnoff was President and
Chairman of the Board of M-D Natural Vitamins, Inc., a company which was engaged
in the mail order and retail distribution of natural vitamins and food
supplements. Mr. Krasnoff received a B.A. degree from State University of New
York at Buffalo and an M.B.A. degree in Accounting and Finance from New York
University Graduate School of Business Administration. Mr. Krasnoff will
continue to devote substantially all of his business time to the Company.

Stanley Krasnoff has served as a director of the Company since January
1991. He was a founder and Executive Vice President of Nature's Bounty, Inc.
from 1961 through 1982. Since 1982, Mr. Krasnoff has been a private investor.
Mr. Krasnoff is a graduate of the New York University School of Business
Administration. Mr. Krasnoff is the father of Michael Krasnoff, who is a
director of the Company and President, Chief Executive Officer and Secretary of
PDK.

Ira Helman has served as a director of the Company since August 1989. For
the past 22 years, Mr. Helman has been an independent investor and financial
consultant as well as a breeder and owner of harness horses. Mr. Helman
currently serves as a financial consultant to National Raceline, Inc., a
corporation which provides race results information. From 1967 to 1970 Mr.
Helman was President and Chief Executive Officer of Cryplex Industries, Inc., a
publicly traded company which manufactured electronic components. Mr. Helman was
from 1957 to 1967 engaged in the practice of law in New York City specializing
in real estate and professional sports related matters. Mr. Helman received his
B.A. degree from Princeton University and his law degree from Brooklyn Law
School.

Hartley T. Bernstein has been a Director since September 1991 and is a
member of the law firm of Bernstein & Wasserman specializing in corporate and
securities law. He was associated with the firm of Parker Chapin Flattau &
Klimpl from 1976-1977, served as an Assistant District Attorney for New York
County from 1977-1979 and was associated with the law firm of Guggenheimer &
Untermyer from 1979-1982. In 1982, Mr. Bernstein formed his own law practice
which subsequently merged with his present firm. Mr. Bernstein also serves as a
director of Compare Generiks, Inc. and the Company's subsidiary Futurebiotics,
Inc. Mr. Bernstein is a member of the adjunct faculty of Yale Law School where

he teaches a course in corporate negotiations and has served previously on the
adjunct faculties of New York Law School and Mercy College. He is also an
instructor at the National Institute of Trial Advocacy and a member of the
Boards of Arbitration of the National Association of Securities Dealers and the
New York Stock Exchange. Mr. Bernstein serves as a commentator on securities law
matters on the nationally syndicated Business Radio Network and Money Radio. Mr.
Bernstein graduated from Columbia University with a B.A. and received his J.D.
from New York University School of Law.

Ms. Marks-Kaufman is an assistant professor of psychology at Tufts
University. Ms. Marks-Kaufman has a degree in biology from Cornell University
and received her Ph.D. in psychology from Tufts University. She is on the
faculty at the Institute of Human Nutrition at Columbia University where she
conducted research on diet and metabolism, diet selection, and drug addition.
She has published numerous scientific articles, and is co-editor of The Columbia
University Encyclopedia of Nutrition.

Karine Hollander has been the Company's Chief Financial Officer since March
3, 1997. She had been the Comptroller of the Company since September 1994. From
1989 until joining the Company Ms. Hollander was employed by the accounting firm
of Holtz Rubenstein & Co., LLP. Ms Hollander received a B.A. degree in
Accounting from Dowling College.

EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

LONG TERM COMPENSATION
----------------------------------
ANNUAL COMPENSATION AWARDS PAYOUTS
------------------------------------ ---------- -------------------
(E) (F) (I)
OTHER RESTRICTED (G) (H) ALL
(A) (C) (D) ANNUAL STOCK OPTIONS/ LTIP OTHER
NAME AND PRINCIPAL (B) SALARY BONUS COMPENSATION AWARDS SARS PAYOUTS COMPENSATION
POSITION YEAR ($) ($) ($) ($) (#) ($) ($)
- -------------------------- ---- -------- -------- ------------ ---------- -------- ------- ------------

Michael Krasnoff, CEO..... 1996 $400,000 $250,000 $200,000(1) $ -0- -0- $ -0- $ -0-
1995 $400,000 $250,000 $125,000(1) $650,000(2) -0- $ -0- $ -0-
1994 $300,000 $200,000 $445,000(1) $ -0- -0- $ -0- $ -0-
Reginald Spinello, V.P. of
Operations................ 1996 $200,000(3) $150,000 $ -0- $ -0- -0- $ -0- $ -0-
1995 $200,000(3) $125,000 $ 75,000(1) $325,000(5) -0- $ -0- $ -0-
1994 $150,000(4) $ 75,000 $ -0- $ -0- -0- $ -0- $ -0-

Karine Hollander, CFO..... 1996 $ 85,000 $ -0- $ -0- $ -0- -0- $ -0- $ -0-
1995 $ 67,500 $ 25,000 $ -0- $ 81,250(6) -0- $ -0- $ -0-
1994 $ 13,000 $ 2,500 $ -0- $ -0- -0- $ -0- $ -0-

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(1) Represents reimbursements to pay taxes resulting from stock grants.

(2) Represents issuance of 400,000 shares in accordance with October 1995
employment agreement. Shares were valued at $1.625 per share.

(3) Represents salary of $150,000 paid by the Company and $50,000 paid by its
subsidiary.

(4) Represents salary of $100,000 paid by the Company and $50,000 paid by its
subsidiary.

(5) Represents issuance of 200,000 shares in accordance with October 1995
employment agreement. Shares were valued at $1.625 per share.

(6) Represents issuance of 50,000 shares in accordance with October 1995
employment agreement. Shares were valued at $1.625 per share.

EMPLOYMENT AGREEMENTS

On October 6, 1995, the Company entered into an amended employment
agreement with Michael Krasnoff, the Company's Chief Executive Officer, in
recognition of Mr. Krasnoff's leadership and services which have constituted a

major factor in the growth and development of the Company (the 'Krasnoff
Agreement'). The Krasnoff Agreement provides for Mr. Krasnoff's employment by
the Company through December 31, 2005 at a minimum salary of $400,000 per year
with cost of living increases. The Krasnoff Agreement also provides for a
discretionary bonus as the Board of Directors may determine from time to time
and the issuance of 400,000 shares of the Company's Common Stock. The Krasnoff
Agreement also provides for the issuance to Mr. Krasnoff of options to purchase
250,000 shares of Common Stock at $2.63 per share. As of November 30, 1996, Mr.
Krasnoff owed the Company the sum of $627,000.00 pursuant to the loan provisions
of his employment agreement. The loan bears interest at the prime rate plus 1/2
of 1% per annum. In the event any sums are outstanding upon termination or
expiration of the employment agreement, such sums shall be automatically
converted to a five (5) year loan which shall be fully amortized over sixty (60)
months.

On October 6, 1995, the Company entered into an amended employment
agreement with Reginald Spinello, the Company's Executive Vice President, which
provides for a minimum salary of $200,000 per year and the issuance of 200,000
shares of Common Stock (the 'Spinello Agreement'). The agreement terminates in
October 2002. The Spinello Agreement may be terminated by the Company, at its
sole discretion, on ninety days notice at any time after October 5, 1996.

On October 6, 1995, the Company entered into an employment agreement with
Karine Hollander, as the Company's Comptroller, which provides for a minimum
salary of $85,000 per year and the issuance of 50,000 shares of Common Stock
(the 'Hollander Agreement'). The Hollander Agreement terminates in October 2000.
The Hollander Agreement may be terminated by the Company, at its sole
discretion, on ninety days notice at any time after October 5, 1996.

On March 3, 1996, the Hollander Agreement was amended to appoint Ms.
Hollander as the Company's Chief Financial Officer and to provide for a minimum
salary of $110,000 per year.

LEGAL FEES

For the year ended November 30, 1996, legal fees of approximately
$129,000.00 were incurred for services from the law firm of Bernstein and
Wasserman, LLP. For the year ended November 30, 1995, legal fees of
approximately $178,000 were incurred for services from the same firm. The
Company also issued 100,000 shares of its Common Stock in October 1995, in
consideration for legal services. Hartley T. Bernstein, a partner in the firm,
is a Director of the Company hereunder.

In October 1995, the Company entered into a five (5) year employment
agreement with Mr. Lulkin which provides for Mr. Lulkin to act as Vice
President-Legal. The agreement provides for Mr. Lulkin to be paid a minimum
salary of $100,000 per annum and for Mr. Lulkin to receive 100,000 shares of the
Company's Common Stock.

PROPOSAL NO. 2:

RATIFICATION OF SELECTION
OF HOLTZ RUBENSTEIN & CO., LLP
AS INDEPENDENT AUDITORS

The Board of Directors has selected the firm of Holtz Rubenstein & Co.,
LLP, independent certified public accountants, to audit the accounts for the
Company for Fiscal 1997. The firm of Holtz Rubenstein & Co., LLP has previously
audited the Company's financial statements. The Company is advised that neither
that firm nor any of its partners has any material direct or indirect
relationship with the Company. The Board of Directors considers Holtz Rubenstein
& Co., LLP to be well qualified for the function of serving as the Company's
auditors. The New York Business Corporation Law does not require the approval of
the selection of auditors by the Company's stockholders, but in view of the
importance of the financial statement to stockholders, the Board of Directors
deems it desirable that they pass upon its selection of auditors. In the event
the stockholders disapprove of the selection, the Board of Directors will
consider the selection of other auditors. The Board of Directors recommends that
you vote in favor of the above proposal in view of the familiarity of Holtz
Rubenstein & Co., LLP with the Company's financial and other affairs due to its
previous service as auditors for the Company.

One or more representatives of Holtz Rubenstein & Co., LLP are expected to
be present at the Annual Meeting with the opportunity to make a statement if
they desire to do so, and are expected to be available to respond to appropriate
questions.

Unless otherwise directed by the stockholder giving the proxy, the proxy
will be voted 'FOR' the ratification of the selection by the Board of Directors
of Holtz Rubenstein & Co., LLP as the Company's independent certified public
accountants for Fiscal 1997.

MISCELLANEOUS

REVOCATION OF PROXIES

If the Annual Meeting is adjourned, for whatever reason, the matters shall
be considered and voted upon by shareholders at the subsequent 'adjourned or
postponed meeting', if any.

You may revoke your proxy at any time prior to its exercise by attending
the Annual Meeting and voting in person, although attendance at the Annual
Meeting will not in and of itself constitute revocation of a proxy, by giving
notice of revocation of your proxy at the Annual Meeting, or by delivering a
written notice of revocation or a duly executed proxy relating to the matters to
be considered at the Annual Meeting and bearing a later date to the Secretary of
the Company at 145 Ricefield Lane, Hauppauge, New York 11788. Unless revoked in
the manner set forth above, proxies on the form enclosed will be voted at the
Annual Meeting in accordance with your instructions.

INCORPORATED BY REFERENCE

The Company's Annual Report on Form 10-KSB for the year ended November 30,
1996 is attached hereto and is incorporated herein by reference.

ADDITIONAL AVAILABLE INFORMATION

The Company is subject to the informational filing requirements of the
Securities and Exchange Act of 1934, as amended (the 'Exchange Act'), and in
accordance therewith, the Company files periodic reports, proxy statements and
other information with the Commission under the Exchange Act relating to its
business, financial condition and other matters. The Company is required to
disclose in such proxy statements certain information as of particular dates,
concerning the Company's directors and officers, their remuneration, options
granted to them, the principal holders of the Company's securities and any
material interests of such persons in transactions with the Company. Such
reports, proxy statements and other information may be inspected at the
Commission's office at 450 Fifth Street, N.W., Washington, D.C. 20549. Copies
may be obtained on payment of the Commission's customary fees by writing to its
principal office at 450 Fifth Street, N.W., Washington, D.C. 20549.

OTHER MATTERS

The Board of Directors of the Company does not intend to bring any other
matters before the Annual Meeting and does not know of any other matter that may
be brought before the Annual Meeting.

STOCKHOLDERS' PROPOSALS

Proposals of stockholders intended to be presented at the next annual
meeting must be received in writing, by the President of the Company at its
offices by January 31, 1998, in order to be considered for inclusion in the
Company's proxy statement relating to that meeting.

By Order of the Board of Directors

Michael B. Krasnoff,
President

PDK LABS INC.
-------------

THIS PROXY IS SOLICITED ON BEHALF
OF THE BOARD OF DIRECTORS

The undersigned hereby appoints Michael B. Krasnoff and Ira Helman as proxies
(the "Proxies"), each with power of substitution and resubstitution, to vote all
shares of Common Stock, $.01 par value per share, of PDK Labs Inc. (the
"Company") held of record by the undersigned on June 10, 1997 at the Annual
Meeting of Stockholders to be held at the Sheraton Smithtown, 110 Vanderbilt
Motor Parkway, Smithtown, N.Y. 11788 on August 1, 1997 at 3:00 P.M. Eastern
Daylight Savings Time, or at any adjournments thereof, as directed on the
reverse, and in their discretion on all other matters coming before the meeting
or any adjournments thereof.

(Continued, and to be signed on the reverse side)

Please date, sign and mail your
proxy card back as soon as possible!

Annual Meeting of Stockholders
PDK LABS INC.

August 1, 1997

Please Detach and Mail in the Envelope Provided

A /X/ Please mark your votes as indicated in this example.

1. Election of five (5) directors:

/ / VOTE FOR all nominees named at right (except / / VOTE WITHHELD as to all Nominees: Michael B. Krasnoff
as marked to the contrary below) nominees named at right Stanley Krasnoff
Ira Helman
VOTE FOR all nominees named at right except Hartley T. Bernstein
those who may be named on this line Robin Marks-Kaufman

- ------------------------------------------------

2. Proposal to ratify appointment of Holtz Rubenstein & Co., LLP as the
Company's independent certified public accountants:
FOR / / AGAINST / / ABSTAIN / /

3. To consider and transact such other business as may properly come before
the Special Meeting or any adjournments thereof.

In their discretion, the Proxies are authorized to vote upon such other
Business as may properly come before the meeting.

When properly executed, this Proxy will be voted as directed. If no
direction is made, this Proxy will be voted 'FOR' Proposals 1 and 2.

Please mark, date, sign and return this Proxy promptly in the enclosed envelope.

---------------------------------------------------
Signature

---------------------------------------------------
Print Name(s)

---------------------------------------------------
Signature, if held jointly

Dated: , 1997
-------------

NOTE: Please sign exactly as name appears hereon. When shares are held by joint
tenants, both should sign. When signing as attorney or executor, administrator,
trustee or guardian, please give full title as such. If a corporation, please
sign in full corporate name by president or other authorized officer. If a
partnership, please sign in partnership name by authorized person.