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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  FORM 10-KSB/A
                                 Amendment No. 1

              ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                   For the fiscal year ended December 31, 2003

                          Commission File No. 333-36379

                        PACIFICHEALTH LABORATORIES, INC.
                 (Name of Small Business Issuer in Its Charter)

               Delaware                                 22-3367588
      (State or jurisdiction of                     (I.R.S. Employer
    incorporation or organization)                 Identification No.)

                          100 Matawan Road, - Suite 420
                                Matawan, NJ 07747
                    (Address of principal executive offices)

                                  732/739-2900
                           (Issuer's telephone number)

                   Internet Website: www.pacifichealthlabs.com
                                     -------------------------

Securities registered under Section 12(b) of the Exchange Act: None

Securities registered under Section 12(g) of the Exchange Act: Common Stock, par
value $.0025 per share.

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes [X] No [_]

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. [_]

The issuer's revenues for its most recent fiscal year were $5,453,573.

As of March 24, 2004, the aggregate market value of the common stock held by
non-affiliates based on the closing sale price of the common stock, was
$6,251,974.

As of March 24, 2004, the issuer had 10,240,545 shares of common stock
outstanding.

Transitional Small Business Disclosure Format (check one): Yes [_] No [X]



                        PACIFICHEALTH LABORATORIES, INC.




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         By this Amendment, the Company hereby amends and restates Item 11.,
Security Ownership of Certain Beneficial Owners and Management, of its Form
10-KSB for fiscal year ended December 31, 2003, which was filed with the SEC on
March 29, 2004 (the "2003 10-KSB") and refiles a corrected Exhibit 23.1, Consent
of Eisner LLP, which was filed with the 2003 Form 10-KSB. Item 11. contained
herein amends and restates Item 11 contained in the 2003 10-KSB in its entirety
and Exhibit 23.1 attached hereto amends and restates Exhibit 23.1 attached to
the 2003 Form 10-KSB in its entirety.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         As of March 24, 2004, the Company had 10,240,545 shares of common stock
outstanding. The following table sets forth information concerning the present
ownership of the Company's common stock by the Company's directors, executive
officers and each person known to the Company to be the beneficial owner of more
than five percent of the outstanding shares of the Company's common stock.
<TABLE>
<CAPTION>
                                         Common Stock (2)                       Common Stock (2)
Name and Address (1)                     Amount Beneficially Owned              Percentage of Class
--------------------                     -------------------------              -------------------
<S>                                      <C>                                    <C>
Robert Portman (3)                                2,961,051                              25.4%
President, Chief Executive Officer and
a Director

Stephen P. Kuchen (4)                                86,044                                  *
Vice President, Chief Financial
Officer and a Director

Bruce Bollinger (5)                                  35,000                                  *
Executive Vice President- Marketing

David I. Portman (6)                                468,928                               4.5%
Secretary and a Director

Michael Cahr (7)                                     20,000                                  *
Director

Joseph Harris (8)                                    21,000                                  *
Director

Greg Horn (9)                                       811,711                               7.7%
Director

Executive Officers and Directors                  4,403,734                              36.0%
as a group (7 persons)

GlaxoSmithKline PLC                                 541,711                               5.3%
Glaxo Wellcome House
Berkeley Avenue
Greenford, Middlesex
England UB6 0NN

Matthew Smith                                       954,144                               9.0%
241 Central Park West
New York, NY 10024
</TABLE>



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

*    Less than one percent

(1)  Except as otherwise indicated, the address of each person named in the
     above table is c/o PacificHealth Laboratories, Inc., 100 Matawan Road,
     Suite 420, Matawan, NJ 07747.

(2)  Common Stock which is issuable upon the exercise of a stock option which is
     presently exercisable or which becomes exercisable within sixty days is
     considered outstanding for the purpose of computing the percentage
     ownership (x) of persons holding such options, and (y) of officers and
     directors as a group with respect to all options held by officers and
     directors.

(3)  Includes 800,000 shares issuable upon the exercise of options granted under
     the Company's 1995 Incentive Stock Option Plan ("1995 Plan"); 460,000
     shares issuable upon the exercise of options granted under the Company's
     2000 Incentive Stock Option Plan ("2000 Plan"); and 160,428 shares issuable
     upon the exercise of warrants issued pursuant to a 2003 Private Placement.
     Does not include 200,000 shares of Common Stock owned by Jennifer Portman,
     Dr. Portman's wife, individually and as Trustee for his and her minor
     children, as to which Dr. Portman disclaims beneficial ownership.

(4)  Includes 55,000 shares issuable upon the exercise of options granted under
     the 1995 Plan; 15,000 shares issuable upon the exercise of options granted
     under the 2000 Plan; and 5,348 shares issuable upon the exercise of
     warrants issued pursuant to a 2003 Private Placement.

(5)  Includes 35,000 shares issuable upon the exercise of options granted under
     the 2000 Plan.

(6)  Includes 20,000 shares issuable upon the exercise of options granted under
     the Company's 1995 Plan; 53,476 shares issuable upon the exercise of
     warrants granted pursuant to a 2003 Private Placement; and 100,000 shares
     issuable upon exercise of warrants issued pursuant to a 2001 debt
     financing.

(7)  Includes 20,000 shares issuable upon the exercise of options granted under
     the 1995 Plan

(8)  Includes 20,000 shares issuable upon the exercise of options granted under
     the 1995 Plan

(9)  Includes 10,000 shares issuable upon the exercise of options granted under
     the 1995 Plan; 10,000 shares issuable upon the exercise of options granted
     under the 2000 Plan; and 213,904 shares issuable upon the exercise of
     warrants issued pursuant to a 2003 Private Placement. Does not include
     53,476 shares of Common Stock owned by Mr. Horn's mother and 357,143 shares
     of Common Stock owned by Mr. Horn's father as to which Mr. Horn disclaims
     beneficial ownership.




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                                   SIGNATURES

         In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

PacificHealth Laboratories, Inc.

By:      s/Robert Portman
    ----------------------------------------------------------------------------
         Robert Portman, President, Chief Executive Officer

Date: April 5, 2004

In accordance with the Securities Exchange Act of 1934 and the requirements of
Form 10-KSB, this Report has been signed below by the following persons on
behalf of the registrant and in the capacities and on the dated indicated.
<TABLE>
<S>                                          <C>                                <C>
s/Robert Portman                             Director and Chief                 April 5, 2004
------------------------------------         Executive Officer
Robert Portman

s/Stephen P. Kuchen                          Director and Principal             April 5, 2004
------------------------------------         Financial and Accounting
Stephen P. Kuchen                            Officer


s/David I. Portman                           Director and Secretary             April 5, 2004
------------------------------------
David I. Portman

s/Michael Cahr                               Director                           April 5, 2004
------------------------------------
Michael Cahr

s/Joseph Harris                              Director                           April 5, 2004
------------------------------------
Joseph Harris
</TABLE>