----

----

|            |                                                                                              |
|-----------------|---------------------------------------------------------------------------------------------------|
| (Mark      One) |
| x               | QUARTERLY      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF      1934 |

|   |                                                                                               |
|--------|----------------------------------------------------------------------------------------------------|
| o      | TRANSITION      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF      1934 |

|                                                                   |                                  |   |
|------------------------------------------------------------------------|---------------------------------------|--------|
|                                                                   | Commission      File No. 333-36379    |   |
|                                                                   |                                  |   |
|                                                                   | PACIFICHEALTH      LABORATORIES, INC. |   |
|        (Exact      name of registrant as specified in itscharter) |

|                                 |   |   |                        |   |
|--------------------------------------|--------|--------|-----------------------------|--------|
| DELAWARE                             |   |   | 22-3367588                  |   |
| (State      or other jurisdiction of |   |   | (I.R.S.      Employer       |   |
| incorporation      or organization)  |   |   | Identification      Number) |   |
|                                 |   |   |                        |   |

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

|                                                                                                 |   |                             |
|------------------------------------------------------------------------------------------------------|--------|----------------------------------|
| Large accelerated      filer o                                                                  |   | Accelerated filer      o         |
| Non-accelerated      filer   o(Do      not check if a smaller reporting      company) |   | Smaller reporting      company x |

----

|                                                                                              |                                                                                                 |   |
|---------------------------------------------------------------------------------------------------|------------------------------------------------------------------------------------------------------|--------|
| CAUTIONARY      NOTE REGARDING FORWARD-LOOKING STATEMENTS                                         | 3                                                                                                    |
|                                                                                              |                                                                                                 |   |
| PART      I. FINANCIAL INFORMATION                                                                |                                                                                                 |
|                                                                                              |                                                                                                 |
| ITEM      1.                                                                                      | FINANCIAL      STATEMENTS                                                                            |   |
|                                                                                              |                                                                                                 |   |
| Balance      Sheets as of March 31, 2009 (Unaudited) and December 31,    2008                     | 4                                                                                                    |
|                                                                                              |                                                                                                 |   |
| Statements      of Operations (Unaudited) for the three months ended March      31, 2009 and 2008 | 5                                                                                                    |
|                                                                                              |                                                                                                 |   |
| Statements      of Cash Flows (Unaudited) for the three months ended March      31, 2009 and 2008 | 6                                                                                                    |
|                                                                                              |                                                                                                 |   |
| Notes      to Financial Statements                                                                | 7                                                                                                    |
|                                                                                              |                                                                                                 |   |
| ITEM      2.                                                                                      | MANAGEMENT’S      DISCUSSION AND ANALYSIS OF FINANCIALCONDITION      AND RESULTS OF OPERATIONS | 11     |
|                                                                                              |                                                                                                 |   |
| ITEM      3.                                                                                      | QUANTITATIVE      AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                                      | 13     |
|                                                                                              |                                                                                                 |   |
| ITEM      4T.                                                                                     | CONTROLS      AND PROCEDURES                                                                         | 13     |
|                                                                                              |                                                                                                 |   |
| PART      II. OTHER INFORMATION                                                                   |                                                                                                 |
|                                                                                              |                                                                                                 |   |
| ITEM      1.                                                                                      | LEGAL      PROCEEDINGS                                                                               | 14     |
|                                                                                              |                                                                                                 |   |
| ITEM      2.                                                                                      | UNREGISTERED      SALES OF EQUITY SECURITIES AND USE OF PROCEEDS                                     | 14     |
|                                                                                              |                                                                                                 |   |
| ITEM      3.                                                                                      | DEFAULTS      UPON SENIOR SECURITIES                                                                 | 14     |
|                                                                                              |                                                                                                 |   |
| ITEM      4.                                                                                      | SUBMISSION      OF MATTERS TO A VOTE OF SECURITY HOLDERS                                             | 14     |
|                                                                                              |                                                                                                 |   |
| ITEM      5.                                                                                      | OTHER      INFORMATION                                                                               | 14     |
|                                                                                              |                                                                                                 |   |
| ITEM      6.                                                                                      | EXHIBITS                                                                                             | 14     |
|                                                                                              |                                                                                                 |   |
| SIGNATURES                                                                                        | 16                                                                                                   |

----

|   |    |                                                                                                                             |
|--------|---------|----------------------------------------------------------------------------------------------------------------------------------|
|   | ● | The      development, testing, and commercialization of new products and the      expansion of markets for our current products; |
|   | ● | The      receipt of royalty payments from our agreements with business      partners;                                            |
|   | ● | Implementing      aspects of our business plan;                                                                                  |
|   | ● | Financing      goals and plans;                                                                                                  |
|   | ● | Our      existing cash and whether and how long these funds will be sufficient to      fund our operations; and                  |
|   | ● | Our      raising of additional capital through future equity      financings.                                                    |

----

|         |                      |
|--------------|---------------------------|
| ITEM      1. | FINANCIAL      STATEMENTS |

|                                                  |   |               |        |   |              |   |
|-------------------------------------------------------|--------|--------------------|-------------|--------|-------------------|--------|
|                                                  |   | March      31,2009 |        |   | December      31, |   |
|                                                  |   | (Unaudited)        |        |   | 2008              |   |
| ASSETS                                                |   |               |        |   |              |   |
| Current      assets:                                  |   |               |        |   |              |   |
| Cash      and cash equivalents                        |   | $                  | 535,606     |   |              | $      | 888,993 |   |
| Other      short-term investments                     |   |               | 275,000     |   |              |   | 300,000 |   |
| Accounts      receivable, net                         |   |               | 860,123     |   |              |   | 455,851 |   |
| Inventories,      net                                 |   |               | 1,313,850   |   |              |   | 1,308,316 |   |
| Prepaid      expenses                                 |   |               | 149,664     |   |              |   | 159,200 |   |
| Total      current assets                             |   |               | 3,134,243   |   |              |   | 3,112,360 |   |
|                                                  |   |               |        |   |              |   |   |   |
| Property      and equipment, net                      |   |               | 202,171     |   |              |   | 236,721 |   |
|                                                  |   |               |        |   |              |   |   |   |
| Deposits                                              |   |               | 22,895      |   |              |   | 22,895 |   |
|                                                  |   |               |        |   |              |   |   |   |
| Total      assets                                     |   | $                  | 3,359,309   |   |              | $      | 3,371,976 |   |
|                                                  |   |               |        |   |              |   |   |   |
| LIABILITIES      AND STOCKHOLDERS’ EQUITY       |   |               |        |   |              |   |   |   |
|                                                  |   |               |        |   |              |   |   |   |
| Current      liabilities:                             |   |               |        |   |              |   |   |   |
| Notes      payable                                    |   | $                  | 30,031      |   |              | $      | 58,810 |   |
| Accounts      payable and accrued expenses            |   |               | 880,513     |   |              |   | 555,354 |   |
| Deferred      revenue                                 |   |               | 374,865     |   |              |   | 347,945 |   |
| Total      current liabilities                        |   |               | 1,285,409   |   |              |   | 962,109 |   |
|                                                  |   |               |        |   |              |   |   |   |
| Stockholders’      equity:                      |   |               |        |   |              |   |   |   |
| Common      stock, $.0025 par value; authorized       |   |               |        |   |              |   |   |   |
| 50,000,000      shares; issued and outstanding:       |   |               |        |   |              |   |   |   |
| 14,462,468      shares at March 31, 2009 and          |   |               |        |   |              |   |   |   |
| 14,194,613      shares at December 31, 2008           |   |               | 36,156      |   |              |   | 35,486 |   |
| Additional      paid-in capital                       |   |               | 19,654,125  |   |              |   | 19,585,297 |   |
| Accumulated      deficit                              |   |               | (17,616,381 | )      |              |   | (17,210,916 | ) |
|                                                  |   |               | 2,073,900   |   |              |   | 2,409,867 |   |
|                                                  |   |               |        |   |              |   |   |   |
| Total      liabilities and stockholders’ equity |   | $                  | 3,359,309   |   |              | $      | 3,371,976 |   |

----

|                                                                      |   |                                  |       |   |   |   |
|---------------------------------------------------------------------------|--------|---------------------------------------|------------|--------|--------|--------|
|                                                                      |   | Three      MonthsEnded      March 31, |       |
|                                                                      |   | 2009                                  |       |   | 2008   |   |
| Revenue:                                                                  |   |                                  |       |   |   |   |
| Net      product sales                                                    |   | $                                     | 1,695,618  |   |   | $      | 1,719,375 |   |
|                                                                      |   |                                  |       |   |   |   |   |   |
| Cost      of goods sold                                                   |   |                                  | 953,997    |   |   |   | 932,795 |   |
|                                                                      |   |                                  |       |   |   |   |   |   |
| Gross      profit                                                         |   |                                  | 741,621    |   |   |   | 786,580 |   |
|                                                                      |   |                                  |       |   |   |   |   |   |
| Operating      expenses:                                                  |   |                                  |       |   |   |   |   |   |
| Sales      and marketing                                                  |   |                                  | 316,108    |   |   |   | 144,234 |   |
| General      and administrative                                           |   |                                  | 832,482    |   |   |   | 900,306 |   |
| Research      and development                                             |   |                                  | —    |   |   |   | 31,911 |   |
|                                                                      |   |                                  | 1,148,590  |   |   |   | 1,076,451 |   |
|                                                                      |   |                                  |       |   |   |   |   |   |
| Loss      before other income (expense) and provision for income    taxes |   |                                  | (406,969   | )      |   |   | (289,871 | ) |
|                                                                      |   |                                  |       |   |   |   |   |   |
| Other      income (expense):                                              |   |                                  |       |   |   |   |   |   |
| Interest      income                                                      |   |                                  | 2,291      |   |   |   | 17,464 |   |
| Interest      expense                                                     |   |                                  | (787       | )      |   |   | (131 | ) |
| Other      income                                                         |   |                                  | —    |   |   |   | 1,133 |   |
|                                                                      |   |                                  | 1,504      |   |   |   | 18,466 |   |
|                                                                      |   |                                  |       |   |   |   |   |   |
| Loss      before income taxes                                             |   |                                  | (405,465   | )      |   |   | (271,405 | ) |
|                                                                      |   |                                  |       |   |   |   |   |   |
| Provision      for income taxes                                           |   |                                  | —    |   |   |   | — |   |
|                                                                      |   |                                  |       |   |   |   |   |   |
| Net      loss                                                             |   | $                                     | (405,465   | )      |   | $      | (271,405 | ) |
|                                                                      |   |                                  |       |   |   |   |   |   |
| Net      loss per common share - basic and diluted                        |   | $                                     | (0.03      | )      |   | $      | (0.02 | ) |
|                                                                      |   |                                  |       |   |   |   |   |   |
| Weighted      average shares outstanding - basic and diluted              |   |                                  | 14,459,492 |   |   |   | 13,501,426 |   |

----

|                                                                                  |   |   |     |   |   |   |
|---------------------------------------------------------------------------------------|--------|--------|----------|--------|--------|--------|
|                                                                                  |   | 2009   |     |   | 2008   |   |
| Cash      flows from operating activities:                                            |   |   |     |   |   |   |
| Net      loss                                                                         |   | $      | (405,465 | )      |   | $      | (271,405 | ) |
| Adjustments      to reconcile net loss to net cash used in operating      activities: |   |   |     |   |   |   |   |   |
| Depreciation                                                                          |   |   | 46,755   |   |   |   | 34,096 |   |
| Allowance      for doubtful accounts                                                  |   |   | 3,000    |   |   |   | 3,000 |   |
| Equity      instrument based expense                                                  |   |   | 69,498   |   |   |   | 109,262 |   |
| Changes      in assets and liabilities:                                               |   |   |     |   |   |   |   |   |
| Accounts      receivable                                                              |   |   | (407,272 | )      |   |   | (396,667 | ) |
| Inventories                                                                           |   |   | (5,534   | )      |   |   | 234,717 |   |
| Prepaid      expenses                                                                 |   |   | 9,536    |   |   |   | 35,680 |   |
| Accounts      payable and accrued expenses                                            |   |   | 325,159  |   |   |   | 191,113 |   |
| Deferred      revenue                                                                 |   |   | 26,920   |   |   |   | (76,886 | ) |
| Net      cash used in operating activities                                            |   |   | (337,403 | )      |   |   | (137,090 | ) |
|                                                                                  |   |   |     |   |   |   |   |   |
| Cash      flows from investing activities:                                            |   |   |     |   |   |   |   |   |
| Proceeds      from sales of other short-term investments                              |   |   | 25,000   |   |   |   | — |   |
| Purchase      of property and equipment                                               |   |   | (12,205  | )      |   |   | (26,817 | ) |
| Net      cash provided by (used in) investing activities                              |   |   | 12,795   |   |   |   | (26,817 | ) |
|                                                                                  |   |   |     |   |   |   |   |   |
| Cash      flows from financing activity:                                              |   |   |     |   |   |   |   |   |
| Repayments      of notes payable                                                      |   |   | (28,779  | )      |   |   | (16,205 | ) |
| Net      cash used in financing activity                                              |   |   | (28,779  | )      |   |   | (16,205 | ) |
|                                                                                  |   |   |     |   |   |   |   |   |
| Net      decrease in cash and cash equivalents                                        |   |   | (353,387 | )      |   |   | (180,112 | ) |
|                                                                                  |   |   |     |   |   |   |   |   |
| Cash      and cash equivalents, beginning balance                                     |   |   | 888,993  |   |   |   | 362,713 |   |
|                                                                                  |   |   |     |   |   |   |   |   |
| Cash      and cash equivalents, ending balance                                        |   | $      | 535,606  |   |   | $      | 182,601 |   |
|                                                                                  |   |   |     |   |   |   |   |   |
| Supplemental      disclosures of cash flow information:                               |   |   |     |   |   |   |   |   |
| Cash      paid for interest                                                           |   | $      | 787      |   |   | $      | 131 |   |

----

|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | The      accompanying unaudited financial statements have been prepared in      accordance with accounting principles generally accepted in the United      States of America for interim financial information and with the      instructions for Form 10-Q. Accordingly, they do not include all of the      information and footnotes required by generally accepted accounting      principles for complete financial statements. In the opinion of      management, all adjustments (consisting of normal recurring accruals)      considered necessary for a fair presentation have been included. Operating      results for the three months ended March 31, 2009 are not necessarily      indicative of the results that may be expected for the year ending      December 31, 2009. The unaudited financial statements should be read in      conjunction with the financial statements and footnotes thereto included      in the Company’s annual report on Form 10-K/A for the year ended December      31, 2008. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|   | The      preparation of financial statements in conformity with accounting      principles generally accepted in the United States of America requires      management to make certain estimates and assumptions that affect the      reported amounts of assets and liabilities and disclosure of contingent      assets and liabilities at the date of the financial statements and the      reported amount of revenue and expenses during the reporting period.      Actual results may differ from these estimates. The significant estimates      and assumptions made by the Company are in the area of revenue recognition      as it relates to customer returns, inventory obsolescence, allowance for      doubtful accounts, valuation allowances for deferred tax assets,      restructuring charges, and valuation of share-based payments issued under      Statement of Financial Accounting Standards (“SFAS”) No. 123R,      “Share-Based Payment” (“SFAS 123R”).              |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|   | During      the first quarter, the Company commenced the marketing and distribution of      its new Forze product line. In connection with this activity, the Company      has increased its marketing expenditures resulting in a reduction of cash      resources. Management believes it is currently on plan in connection with      its working capital needs at this point in the product launch cycle.      Management expects its cash balances to show further reductions into the      second quarter before it begins to see significant sales from this new      product line. There can be no assurance that sales from this new product      line will materialize as planned. Should such planned sales not      materialize, the Company may have to cut discretionary marketing spending      or may be required to raise additional capital to sustain operations in      the future.                                                                                                                              |

|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | Sales      are recognized when all of the following criteria are met: (1) persuasive      evidence that an arrangement exists; (2) delivery has occurred or services      have been rendered; (3) the seller’s price to the buyer is fixed and      determinable; and, (4) collectability is reasonably assured. Sales are      recorded net of incentives paid to customers.                                                                                                                   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|   | The      Company has a sales agreement with a significant customer for certain      products sold to this customer whereby all unsold product is subject to      return provisions. The Company recognizes revenue when this major customer      sells through its products to its consumers. At March 31, 2009, the      Company has deferred $374,865 in revenues related to this customer. At      December 31, 2008, the Company had deferred $347,945 in revenues related      to this customer. |

|   |                                                                                                                                                                                                                                                                             |
|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | Excess      cash is invested in auction rate securities with long-term maturities, the      interest rates of which are reset periodically (typically between 7 and 35      days) through a competitive bidding process often referred to as a “Dutch      auction”. |
|   |                                                                                                                                                                                                                                                                             |
|   | Accordingly,      the Company has classified such investments as other short-term      investments. During the three months ended March 31, 2009, the Company      redeemed $25,000 of theseinvestments.                                                                         |

----

|   |                                                                                          |
|--------|-----------------------------------------------------------------------------------------------|
|   | As      of March 31, 2009 and December 31, 2008, inventories consisted of the      following: |

|                               |   | March      31,2009(Unaudited) |      |   | December      31,2008 |   |
|------------------------------------|--------|-------------------------------|-----------|--------|-----------------------|--------|
| Raw      materials                 |   | $                             | 106,986   |   |                  | $      | 207,286 |   |
| Work-in-process                    |   |                          | 60,476    |   |                  |   | — |   |
| Packaging      supplies            |   |                          | 44,722    |   |                  |   | 42,861 |   |
| Finished      goods                |   |                          | 925,297   |   |                  |   | 902,132 |   |
| Finished      goods on consignment |   |                          | 176,369   |   |                  |   | 156,037 |   |
|                               |   | $                             | 1,313,850 |   |                  | $      | 1,308,316 |   |

|   | Included      above are reserves against finished goods of $42,339 at March 31, 2009 and      December 31, 2008. |
|--------|------------------------------------------------------------------------------------------------------------------|

|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | The      Company accounts for equity instrument issuances in accordance with SFAS      123R, “Share-Based Payment”. Such equity issuances encompass transactions      in which an entity exchanges its equity instruments for goods or services      including such transactions in which an entity obtains employee services      in share-based payment transactions and issuances of stock options to      employees. The Company recorded charges of $39,823 and $109,262,      respectively, in the three-month periods ended March 31, 2009 and 2008,      representing the effect on loss from continuing operations, loss before      income taxes and net loss.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|   | The      Company granted no stock options to employees and directors during the      three months ended March 31, 2009. The Company granted 207,500 stock      options to employees and directors during the three months ended March 31,      2008 with exercise prices ranging from $0.45 to $0.55 per share. There      were 70,417 options that vest ratably in the first quarter of 2009, 70,417      of these options vest ratably in the first quarter of 2010 and 66,666 of      these options vest ratably in the first quarter of 2011. These options      were determined to have a total fair value of $87,988. Compensation      expense recognized during the three months ended March 31, 2008 for these      options amounted to $7,225. These amounts were charged to operations and      added to paid-in capital in accordance with SFAS 123R. The total intrinsic      value of options exercised during the three months ended March 31, 2009      and 2008 was $0 and $0, respectively.                                                                                                                                                                                               |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|   | The      Company granted no stock options to consultants during the three months      ended March 31, 2009 and 2008.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|   | The      Company granted 402,500 warrants to non-employee athlete endorsers during      the three months ended March 31, 2009 with an exercise price of $0.14 per      share. Of these warrants, 109,167 options vest ratably in the fourth      quarter of 2009; 4,167 options vest ratably in the first quarter of 2010;      109,167 of these options vest ratably in the fourth quarter of 2010; 4,167      options vest ratably in the first quarter of 2011; 109,166 of these      options vest ratably in the fourth quarter of 2011; 4,166 options vest      ratably in the first quarter of 2012; and 62,500 of these options vest      ratably in the fourth quarter of 2012. These options were determined to      have a total fair value of $38,713. Compensation expense recognized during      the three months ended March 31, 2009 for these options amounted to      $2,675. These amounts were charged to operations and added to paid-in      capital in accordance with SFAS 123R. The Company did not grant any      warrants during the three months ended March 31, 2008. No warrants were      exercised during the three months ended March 31, 2009 and 2008,      respectively. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|   | The      Company recognized $27,000 as a component of employee compensation for      common shares issuable as payment of directors’ fees. No such directors’      fees were paid or accrued in the first quarter of 2008.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|   | In      summary, compensation charges to operations for the periods presented are      as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |

|                                  |   | Three      MonthsEnded      March 31, |   |
|---------------------------------------|--------|---------------------------------------|--------|
|                                  |   | 2009                                  |   |   | 2008 |   |
|                                  |   |                                  |   |   |   |   |   |   |
| Employee      compensation            |   | $                                     | 66,823 |   |   | $ | 109,262 |   |
| Consultant/endorser      compensation |   |                                  | 2,675  |   |   |   | — |   |
|                                  |   | $                                     | 69,498 |   |   | $ | 109,262 |   |

|   | A      summary of employee options activity under our plans as of March 31, 2009      and changes during the three-month period then ended is presented      below: |
|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------|

----

|                             |   |   |      |                          |   |                                                  |                    |   |   |   |   |   |   |   |    |   |
|----------------------------------|--------|--------|-----------|-------------------------------|--------|-------------------------------------------------------|-------------------------|--------|--------|--------|--------|--------|--------|--------|---------|--------|
| Options                          |   | Shares |      | Weighted-AverageExercisePrice |   | Weighted-AverageRemainingContractualTerm      (Years) | AggregateIntrinsicValue |
| Balance,      January 1, 2009    |   |   | 2,877,000 |                          |   | $                                                     | 0.67                    |   |   |   |   |   |   |   |    |   |
| Granted      during the period   |   |   | —   |                          |   |                                                  | —                 |   |   |   |   |   |   |   |    |   |
| Exercised      during the period |   |   | —   |                          |   |                                                  | —                 |   |   |   |   |   |   |   |    |   |
| Expired      during the period   |   |   | (20,000   | )                             |   |                                                  | 0.20                    |   |   |   |   |   |   |   |    |   |
| Outstanding,      March 31, 2009 |   |   | 2,857,000 |                          |   | $                                                     | 0.67                    |   |   |   | 2.69   |   |   | $      | — |   |
| Exercisable,      March 31, 2009 |   |   | 1,790,251 |                          |   | $                                                     | 0.78                    |   |   |   | 1.91   |   |   | $      | — |   |

|                               |   |   |      |   |                                      |   |
|------------------------------------|--------|--------|-----------|--------|-------------------------------------------|--------|
|        Non-vested      Shares |   | Shares |      |   | Weighted-AverageGrant-DateFair      Value |   |
| Non-vested,      January 1, 2009   |   |   | 1,320,499 |   |                                      | $      | 0.41 |   |
| Granted      during the period     |   |   | —   |   |                                      |   | — |   |
| Vested      during the period      |   |   | (253,750  | )      |                                      |   | 0.49 |   |
| Forfeited      during the period   |   |   | —   |   |                                      |   | — |   |
| Non-vested,      March 31, 2009    |   |   | 1,066,749 |   |                                      | $      | 0.39 |   |

|                             |   |   |    |
|----------------------------------|--------|--------|---------|
| Warrants                         |   | Shares |    |   | Weighted-AverageExercisePrice |   |   | AggregateIntrinsicValue |   |
| Balance,      January 1, 2009    |   |   | 27,500  |   |   | $ | 0.88 |   |   |   |   |   |
| Granted      during the period   |   |   | 402,500 |   |   |   | 0.14 |   |   |   |   |   |
| Expired      during the period   |   |   | (27,500 | ) |   |   | 0.88 |   |   |   |   |   |
| Outstanding,      March 31, 2009 |   |   | 402,500 |   |   | $ | 0.14 |   |   | $ | 4,025 |   |

|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | The      Company has      approximately $15,081,000 in federal and $5,641,000 in state net operating      loss carryovers generated through December 31, 2008 that can be used to      offset future taxable income in calendar years 2009 through 2028. The net      operating loss carryovers begin to expire in the year 2016 through the      year 2028. As of March 31, 2009, the Company has fully reserved for these      net operating losscarryovers. |

|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | The      Company’s largest customer accounted for approximately 19% of net sales      for the three months ended March 31, 2009 and the Company’s two largest      customers accounted for approximately 16% and 14%, respectively, of net      sales for the three months ended March 31, 2008. At March 31, 2009,      amounts due from this customer represented approximately 34% of net      accounts receivable. At December 31, 2008, amounts due from this customer      represented approximately 36% of net accounts receivable. No other      customers exceeded 10% of the respective captions noted    above. |

----

|   | Three      suppliers accounted for approximately 60%, 12% and 10%, respectively, of      total inventory purchases for the three months ended March 31, 2009 and      two suppliers accounted for approximately 70% and 13%, respectively, of      total inventory purchases for the three months ended March 31, 2008. At      March 31, 2009, amounts due to these three vendors represented      approximately 34%, 8% and 7%, respectively, of accounts payable and      accrued expenses. At December 31, 2008, amounts due to these three vendors      represented approximately 24%, 5% and 0%, respectively, of accounts      payable and accrued expenses. No other vendors exceeded 10% of the      respective captions notedabove. |
|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | In      April 2008, the Company obtained a one-year revolving line of credit with      a financial institution in the amount of $675,000 with an interest rate      equal to the Wall Street Journal Prime Rate (3.25% as of March 31, 2009)      with a floor of 5.00%. This line is collateralized by the short-term      investments that are deemed auction rate securities. The maximum amount      that the Company may borrow is limited to 50% of the value of these      auction rate securities as adjusted downward for sales or redemptions. The      Company has renewed this one-year revolving line of credit in the amount      of $137,500 which now matures in May 2010. As of May 5, 2009, the Company      has not drawn down on this line ofcredit. |

|   |                                                                                                                                                                                                                                                                                                                                                           |
|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | The      Company entered into a Separation Agreement with the former CEO effective      August 1, 2008. The terms of the agreement consist of twelve equal monthly      payments that aggregate $295,000 and include a non-compete clause. In the      three months ended March 31, 2009, the Company recognized $73,749 of      expense under this Agreement. |

|   |                                                                                                                                                                                                                                                                                                          |
|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | The      Company reclassified $144,234 of sales and marketing expenses from general      and administrative expenses as well as reclassified $34,096 of      depreciation expense to general and administrative expenses in the quarter      ended March 31, 2008 to conform to current year    presentation. |

|   |                                                                                                                                                                                                                                                                                            |
|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | On      April 3, 2009, the Company issued 180,000 shares of its common stock      valued at $27,000 to the five outside directors of the Company as part of      the Director’s Compensation package. This amount is recorded as a      component of equity instrument-based expense.     |
|   |                                                                                                                                                                                                                                                                                            |
|   | On      April 3, 2009, the Board of Directors of the Company approved the      Company’s 2010 Incentive Stock Option Plan consisting of 1,500,000      underlying shares. Such plan will be voted on at the next Annual Meeting      currently scheduled to take place on June 10,  2009. |

----

| Item      2. | MANAGEMENT’S      DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF      OPERATIONS |
|--------------|-------------------------------------------------------------------------------------------------------|

|   |         |
|--------|--------------|
| (a)    | Introduction |

----

----

|   |                                |
|--------|-------------------------------------|
| (d)    | Off-Balance      Sheet Arrangements |

|         |                                                           |
|--------------|----------------------------------------------------------------|
| ITEM      3. | QUANTITATIVE      AND QUALITATIVE DISCLOSURES ABOUT MARKETRISK |

|          |                         |
|---------------|------------------------------|
| ITEM      4T. | CONTROLS      AND PROCEDURES |

----

| ExhibitNumber |   | Description of      Exhibit(1)                                                                                                                                                                                                                                                                                 |   |
|---------------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|
|          |   |                                                                                                                                                                                                                                                                                                           |
| 3(i)(a)       |   | Certificate      of Incorporation of PacificHealth Laboratories, Inc. and all amendments      thereto (incorporated by reference to Exhibit 3.1 to PacificHealth      Laboratories, Inc.’s Registration Statement on Form SB-2 (Registration No.      333-36379) filed on September 25, 1997)            |
|          |   |                                                                                                                                                                                                                                                                                                           |
| 3(i)(b)       |   | Certificate      of Amendment of Certificate of Incorporation of PacificHealth      Laboratories, Inc. (incorporated by reference to Exhibit 3.3 to      PacificHealth Laboratories, Inc.’s Annual Report on Form 10-KSB filed on      March 31, 2003)                                                   |
|          |   |                                                                                                                                                                                                                                                                                                           |
| 3(i)(c)       |   | Certificate      of Designations for Series A Preferred Stock (incorporated by reference to      Exhibit 3.1 to PacificHealth Laboratories, Inc.’s Current Report on Form      8-K filed on January 28, 2005)                                                                                            |
|          |   |                                                                                                                                                                                                                                                                                                           |
| 3(i)(d)       |   | Certificate      of Designations for Series B Preferred Stock, filed with the Secretary of      State of the State of Delaware on April 28, 2005 (incorporated by      reference to Exhibit 3(i) to PacificHealth Laboratories, Inc.’s Current      Report on Form 8-K filed May 4, 2005)                |
|          |   |                                                                                                                                                                                                                                                                                                           |
| 3(ii)         |   | Amended      and Restated Bylaws of PacificHealth Laboratories, Inc. (incorporated by      reference to Exhibit 3.2.1 to PacificHealth Laboratories, Inc.’s Amendment      No. 3 to Registration Statement on Form SB-2/A filed on December 17,      1997)                                               |
|          |   |                                                                                                                                                                                                                                                                                                           |
| 4.1           |   | Specimen      Common Stock Certificate (incorporated by reference to Exhibit 4.1 to      PacificHealth Laboratories, Inc.’s Amendment No. 3 to Registration      Statement on Form SB-2/A filed on December 17, 1997)                                                                                    |
|          |   |                                                                                                                                                                                                                                                                                                           |
| 4.2.1         |   | Form      of Securities Purchase Agreement entered into among PacificHealth      Laboratories, Inc. and Certain of the Selling Stockholders dated August      26, 2003 (incorporated by reference to Exhibit 4.4 to PacificHealth      Laboratories, Inc.’s Registration Statement on Form SB-2    filed |

----

| ExhibitNumber |   | Description of      Exhibit(1)                                                                                                                                                                                                                                                                                                                                                |   |
|---------------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|
|          |   |                                                                                                                                                                                                                                                                                                                                                                          |
|          |   | on      September 29, 2003)                                                                                                                                                                                                                                                                                                                                                   |
|          |   |                                                                                                                                                                                                                                                                                                                                                                          |
| 4.2.2         |   | Form      of Registration Rights Agreement entered into among PacificHealth      Laboratories, Inc. and Certain of the Selling Stockholders dated August      26, 2003 (incorporated by reference to Exhibit 4.5 to PacificHealth      Laboratories, Inc.’s Registration Statement on Form SB-2 filed on      September 29, 2003)                                       |
|          |   |                                                                                                                                                                                                                                                                                                                                                                          |
| 4.2.3         |   | Form      of Warrant issued to Certain of the Selling Stockholders in connection      with Exhibit 4.2.1 on August 26, 2003 (incorporated by reference to      Exhibit 4.6 to PacificHealth Laboratories, Inc.’s Registration Statement      on Form SB-2 filed on September 29, 2003)                                                                                  |
|          |   |                                                                                                                                                                                                                                                                                                                                                                          |
| 4.3           |   | Stock      Purchase Agreement dated June 1, 2001, by and between PacificHealth      Laboratories, Inc. and Glaxo Wellcome International B.V. (incorporated by      reference to Exhibit 4.1 to PacificHealth Laboratories, Inc.’s Current      Report on Form 8-K filed on June 14, 2001)                                                                               |
|          |   |                                                                                                                                                                                                                                                                                                                                                                          |
| 4.4.1         |   | Series      A Preferred Stock Purchase Agreement dated January 28, 2005, by and      between PacificHealth Laboratories, Inc. and Hormel HealthLabs, LLC      (incorporated by reference to Exhibit 4.3 to PacificHealth Laboratories,      Inc.’s Annual Report on Form 10-KSB filed on April 15,    2005)                                                             |
|          |   |                                                                                                                                                                                                                                                                                                                                                                          |
| 4.4.2         |   | Investors’      Rights Agreement dated January 28, 2005, by and between PacificHealth      Laboratories, Inc. and Hormel HealthLabs, LLC (incorporated by reference      to Exhibit 4.4 to PacificHealth Laboratories, Inc.’s Annual Report on Form      10-KSB filed on April 15, 2005)                                                                          |
|          |   |                                                                                                                                                                                                                                                                                                                                                                          |
| 4.4.3         |   | Right      of First Refusal and Co-Sale Agreement dated January 28, 2005, by and      between PacificHealth Laboratories, Inc., Robert Portman and Hormel      HealthLabs, LLC (incorporated by reference to Exhibit 4.5 to PacificHealth      Laboratories, Inc.’s Annual Report on Form 10-KSB filed on April 15,      2005)                                          |
|          |   |                                                                                                                                                                                                                                                                                                                                                                          |
| 4.4.4         |   | Certificate      of Designations for Series A Preferred Stock (incorporated by reference to      Exhibit 3.1 to PacificHealth Laboratories, Inc.’s Current Report on Form      8-K filed on January 28, 2005)                                                                                                                                                           |
|          |   |                                                                                                                                                                                                                                                                                                                                                                          |
| 4.5           |   | Certificate      of Designations for Series B Preferred Stock, filed with the Secretary of      State of the State of Delaware on April 28, 2005 (incorporated by      reference to Exhibit 3(i) to PacificHealth Laboratories, Inc.’s Current      Report on Form 8-K filed on May 4, 2005)                                                                            |
|          |   |                                                                                                                                                                                                                                                                                                                                                                          |
| 4.6.1         |   | Securities      Purchase Agreement, dated August 24, 2005 by and between PacificHealth      Laboratories, Inc. and Hormel HealthLabs, LLC (incorporated by reference      to Exhibit 10.1 to PacificHealth Laboratories, Inc.’s Current Report on      Form 8-K filed on August 30, 2005)                                                                               |
|          |   |                                                                                                                                                                                                                                                                                                                                                                          |
| 4.6.2         |   | Amended      and Restated Investors’ Rights Agreement dated August 24, 2005 between      PacificHealth Laboratories, Inc. and Hormel HealthLabs, LLC and any      additional investor that becomes a party thereto (incorporated by      reference to Exhibit 4.1 to PacificHealth Laboratories, Inc.’s Current      Report on Form 8-K filed on August 30, 2005) |
|          |   |                                                                                                                                                                                                                                                                                                                                                                          |
| 4.6.3         |   | Form      of Secured Convertible Promissory Note issued in connection with Exhibit      4.6.1 (incorporated by reference to Exhibit 10.2 to PacificHealth      Laboratories, Inc.’s Current Report on Form 8-K filed on August 30,      2005)                                                                                                                           |
|          |   |                                                                                                                                                                                                                                                                                                                                                                          |
| 4.6.4         |   | Security      Agreement dated August 24, 2005 by and between PacificHealth Laboratories,      Inc. and Hormel HealthLabs, LLC (incorporated by reference to Exhibit 10.3      to PacificHealth Laboratories, Inc.’s Current Report on Form 8-K filed on      August 30,2005)                                                                                            |

----

| ExhibitNumber |   |        Description of      Exhibit(1)                                                                                                                                                                                                                                                                                                                                                      |   |
|---------------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|
|          |   |                                                                                                                                                                                                                                                                                                                                                                                            |
| 10.1          |   | Employment      Extension Agreement between PacificHealth Laboratories, Inc. and Robert      Portman effective January 1, 2004, executed February 28, 2006      (incorporated by reference to Exhibit 10.6 to PacificHealth Laboratories,      Inc.’s Post-Effective Amendment to Registration Statement on Form SB-2/A      (File No. 333-109197) filed on May 2, 2006)                  |
|          |   |                                                                                                                                                                                                                                                                                                                                                                                            |
| 10.2.1        |   | Asset      Purchase Agreement dated February 22, 2006, by and between PacificHealth      Laboratories, Inc. and Mott’s LLP (redacted, subject to request for      confidential treatment) (incorporated by reference to Exhibit 10.8 to      PacificHealth Laboratories, Inc.’s Annual report on Form 10-KSB filed on      March 31, 2006)                                          |
|          |   |                                                                                                                                                                                                                                                                                                                                                                                            |
| 10.2.2        |   | License      Agreement dated February 22, 2006, by and between PacificHealth      Laboratories, Inc. and Mott’s LLP (redacted, subject to request for      confidential treatment) (incorporated by reference to Exhibit 10.9 to      PacificHealth Laboratories, Inc.’s Annual report on Form 10-KSB filed on      March 31, 2006)                                                 |
|          |   |                                                                                                                                                                                                                                                                                                                                                                                            |
| 10.2.3        |   | Consulting,      License and Noncompetition Agreement dated February 22, 2006, by and      between PacificHealth Laboratories, Inc., Mott’s LLP and Robert Portman      (redacted, subject to request for confidential treatment) (incorporated by      reference to Exhibit 10.10 to PacificHealth Laboratories, Inc.’s Annual      report on Form 10-KSB filed on March 31, 2006) |
|          |   |                                                                                                                                                                                                                                                                                                                                                                                            |
| 31.1          |   | Rule      13a-14(a) Certification of Chief Executive Officer (filed      herewith)                                                                                                                                                                                                                                                                                                              |
|          |   |                                                                                                                                                                                                                                                                                                                                                                                            |
| 31.2          |   | Rule      13a-14(a) Certification of Chief Financial Officer (filed      herewith)                                                                                                                                                                                                                                                                                                              |
|          |   |                                                                                                                                                                                                                                                                                                                                                                                            |
| 32            |   | Certifications      of Chief Executive Officer and Chief Financial Officer pursuant to Section      906 of the Sarbanes-Oxley Act of 2002 (filed  herewith)                                                                                                                                                                                                                                     |

| (1) | In      the case of incorporation by reference to documents filed by the      Registrant under the Exchange Act, the Registrant’s file number under the      Exchange Act is000-23495. |
|-----|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   |                                                                                                                                                            |   |
|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|
|   | PACIFICHEALTH      LABORATORIES, INC.                                                                                                                           |   |
|   |                                                                                                                                                            |   |
|   | By:      /S/      STEPHEN P. KUCHEN                                                                                                                             |   |
|   | STEPHEN      P. KUCHEN                                                                                                                                          |   |
|   | Chief      Financial Officer (Principal Financial Officer and Principal Accounting      Officer)                                                                |
|   |                                                                                                                                                            |   |
|   | Date:      May 6,      2009                       |   |

----

| ExhibitNumber |   | Description of      Exhibit(1)                                                                                                                                                                                                                                                                                                          |   |
|---------------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|
|          |   |                                                                                                                                                                                                                                                                                                                                    |
| 3(i)(a)       |   | Certificate      of Incorporation of PacificHealth Laboratories, Inc. and all amendments      thereto (incorporated by reference to Exhibit 3.1 to PacificHealth      Laboratories, Inc.’s Registration Statement on Form SB-2 (Registration No.      333-36379) filed on September 25, 1997)                                     |
|          |   |                                                                                                                                                                                                                                                                                                                                    |
| 3(i)(b)       |   | Certificate      of Amendment of Certificate of Incorporation of PacificHealth      Laboratories, Inc. (incorporated by reference to Exhibit 3.3 to      PacificHealth Laboratories, Inc.’s Annual Report on Form 10-KSB filed on      March 31, 2003)                                                                            |
|          |   |                                                                                                                                                                                                                                                                                                                                    |
| 3(i)(c)       |   | Certificate      of Designations for Series A Preferred Stock (incorporated by reference to      Exhibit 3.1 to PacificHealth Laboratories, Inc.’s Current Report on Form      8-K filed on January 28, 2005)                                                                                                                     |
|          |   |                                                                                                                                                                                                                                                                                                                                    |
| 3(i)(d)       |   | Certificate      of Designations for Series B Preferred Stock, filed with the Secretary of      State of the State of Delaware on April 28, 2005 (incorporated by      reference to Exhibit 3(i) to PacificHealth Laboratories, Inc.’s Current      Report on Form 8-K filed May 4, 2005)                                         |
|          |   |                                                                                                                                                                                                                                                                                                                                    |
| 3(ii)         |   | Amended      and Restated Bylaws of PacificHealth Laboratories, Inc. (incorporated by      reference to Exhibit 3.2.1 to PacificHealth Laboratories, Inc.’s Amendment      No. 3 to Registration Statement on Form SB-2/A filed on December 17,      1997)                                                                        |
|          |   |                                                                                                                                                                                                                                                                                                                                    |
| 4.1           |   | Specimen      Common Stock Certificate (incorporated by reference to Exhibit 4.1 to      PacificHealth Laboratories, Inc.’s Amendment No. 3 to Registration      Statement on Form SB-2/A filed on December 17, 1997)                                                                                                             |
|          |   |                                                                                                                                                                                                                                                                                                                                    |
| 4.2.1         |   | Form      of Securities Purchase Agreement entered into among PacificHealth      Laboratories, Inc. and Certain of the Selling Stockholders dated August      26, 2003 (incorporated by reference to Exhibit 4.4 to PacificHealth      Laboratories, Inc.’s Registration Statement on Form SB-2 filed on      September 29, 2003) |
|          |   |                                                                                                                                                                                                                                                                                                                                    |
| 4.2.2         |   | Form      of Registration Rights Agreement entered into among PacificHealth      Laboratories, Inc. and Certain of the Selling Stockholders dated August      26, 2003 (incorporated by reference to Exhibit 4.5 to PacificHealth      Laboratories, Inc.’s Registration Statement on Form SB-2 filed on      September 29, 2003) |
|          |   |                                                                                                                                                                                                                                                                                                                                    |
| 4.2.3         |   | Form      of Warrant issued to Certain of the Selling Stockholders in connection      with Exhibit 4.2.1 on August 26, 2003 (incorporated by reference to      Exhibit 4.6 to PacificHealth Laboratories, Inc.’s Registration Statement      on Form SB-2 filed on September 29, 2003)                                            |
|          |   |                                                                                                                                                                                                                                                                                                                                    |
| 4.3           |   | Stock      Purchase Agreement dated June 1, 2001, by and between PacificHealth      Laboratories, Inc. and Glaxo Wellcome International B.V. (incorporated by      reference to Exhibit 4.1 to PacificHealth Laboratories, Inc.’s Current      Report on Form 8-K filed on June 14, 2001)                                         |
|          |   |                                                                                                                                                                                                                                                                                                                                    |
| 4.4.1         |   | Series      A Preferred Stock Purchase Agreement dated January 28, 2005, by and      between PacificHealth Laboratories, Inc. and Hormel HealthLabs, LLC      (incorporated by reference to Exhibit 4.3 to PacificHealth Laboratories,      Inc.’s Annual Report on Form 10-KSB filed on April 15,    2005)                       |
|          |   |                                                                                                                                                                                                                                                                                                                                    |
| 4.4.2         |   | Investors’      Rights Agreement dated January 28, 2005, by and between PacificHealth      Laboratories, Inc. and Hormel HealthLabs, LLC (incorporated by reference      to Exhibit 4.4 to PacificHealth Laboratories, Inc.’s Annual Report on Form      10-KSB filed on April 15,2005)                                     |

----

| ExhibitNumber |   | Description of      Exhibit(1)                                                                                                                                                                                                                                                                                                                                                                  |   |
|---------------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|
|          |   |                                                                                                                                                                                                                                                                                                                                                                                            |
| 4.4.3         |   | Right      of First Refusal and Co-Sale Agreement dated January 28, 2005, by and      between PacificHealth Laboratories, Inc., Robert Portman and Hormel      HealthLabs, LLC (incorporated by reference to Exhibit 4.5 to PacificHealth      Laboratories, Inc.’s Annual Report on Form 10-KSB filed on April 15,      2005)                                                            |
|          |   |                                                                                                                                                                                                                                                                                                                                                                                            |
| 4.4.4         |   | Certificate      of Designations for Series A Preferred Stock (incorporated by reference to      Exhibit 3.1 to PacificHealth Laboratories, Inc.’s Current Report on Form      8-K filed on January 28, 2005)                                                                                                                                                                             |
|          |   |                                                                                                                                                                                                                                                                                                                                                                                            |
| 4.5           |   | Certificate      of Designations for Series B Preferred Stock, filed with the Secretary of      State of the State of Delaware on April 28, 2005 (incorporated by      reference to Exhibit 3(i) to PacificHealth Laboratories, Inc.’s Current      Report on Form 8-K filed on May 4, 2005)                                                                                              |
|          |   |                                                                                                                                                                                                                                                                                                                                                                                            |
| 4.6.1         |   | Securities      Purchase Agreement, dated August 24, 2005 by and between PacificHealth      Laboratories, Inc. and Hormel HealthLabs, LLC (incorporated by reference      to Exhibit 10.1 to PacificHealth Laboratories, Inc.’s Current Report on      Form 8-K filed on August 30, 2005)                                                                                                 |
|          |   |                                                                                                                                                                                                                                                                                                                                                                                            |
| 4.6.2         |   | Amended      and Restated Investors’ Rights Agreement dated August 24, 2005 between      PacificHealth Laboratories, Inc. and Hormel HealthLabs, LLC and any      additional investor that becomes a party thereto (incorporated by      reference to Exhibit 4.1 to PacificHealth Laboratories, Inc.’s Current      Report on Form 8-K filed on August 30, 2005)                   |
|          |   |                                                                                                                                                                                                                                                                                                                                                                                            |
| 4.6.3         |   | Form      of Secured Convertible Promissory Note issued in connection with Exhibit      4.6.1 (incorporated by reference to Exhibit 10.2 to PacificHealth      Laboratories, Inc.’s Current Report on Form 8-K filed on August 30,      2005)                                                                                                                                             |
|          |   |                                                                                                                                                                                                                                                                                                                                                                                            |
| 4.6.4         |   | Security      Agreement dated August 24, 2005 by and between PacificHealth Laboratories,      Inc. and Hormel HealthLabs, LLC (incorporated by reference to Exhibit 10.3      to PacificHealth Laboratories, Inc.’s Current Report on Form 8-K filed on      August 30, 2005)                                                                                                             |
|          |   |                                                                                                                                                                                                                                                                                                                                                                                            |
| 10.1          |   | Employment      Extension Agreement between PacificHealth Laboratories, Inc. and Robert      Portman effective January 1, 2004, executed February 28, 2006      (incorporated by reference to Exhibit 10.6 to PacificHealth Laboratories,      Inc.’s Post-Effective Amendment to Registration Statement on Form SB-2      (File No. 333-109197) filed on May 2, 2006)                    |
|          |   |                                                                                                                                                                                                                                                                                                                                                                                            |
| 10.2.1        |   | Asset      Purchase Agreement dated February 22, 2006, by and between PacificHealth      Laboratories, Inc. and Mott’s LLP (redacted, subject to request for      confidential treatment) (incorporated by reference to Exhibit 10.8 to      PacificHealth Laboratories, Inc.’s Annual report on Form 10-KSB filed on      March 31, 2006)                                          |
|          |   |                                                                                                                                                                                                                                                                                                                                                                                            |
| 10.2.2        |   | License      Agreement dated February 22, 2006, by and between PacificHealth      Laboratories, Inc. and Mott’s LLP (redacted, subject to request for      confidential treatment) (incorporated by reference to Exhibit 10.9 to      PacificHealth Laboratories, Inc.’s Annual report on Form 10-KSB filed on      March 31, 2006)                                                 |
|          |   |                                                                                                                                                                                                                                                                                                                                                                                            |
| 10.2.3        |   | Consulting,      License and Noncompetition Agreement dated February 22, 2006, by and      between PacificHealth Laboratories, Inc., Mott’s LLP and Robert Portman      (redacted, subject to request for confidential treatment) (incorporated by      reference to Exhibit 10.10 to PacificHealth Laboratories, Inc.’s Annual      report on Form 10-KSB filed on March 31, 2006) |
|          |   |                                                                                                                                                                                                                                                                                                                                                                                            |
| 31.1          |   | Rule      13a-14(a) Certification of Chief Executive Officer (filed      herewith)                                                                                                                                                                                                                                                                                                              |
|          |   |                                                                                                                                                                                                                                                                                                                                                                                            |
| 31.2          |   | Rule      13a-14(a) Certification of Chief Financial Officer (filed      herewith)                                                                                                                                                                                                                                                                                                              |

----

| ExhibitNumber |   | Description of      Exhibit(1)                                                                                                                              |   |
|---------------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|
|          |   |                                                                                                                                                        |
| 32            |   | Certifications      of Chief Executive Officer and Chief Financial Officer pursuant to Section      906 of the Sarbanes-Oxley Act of 2002 (filed  herewith) |

| (1) | In      the case of incorporation by reference to documents filed by the      Registrant under the Exchange Act, the Registrant’s file number under the      Exchange Act is 000-23495. |
|-----|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|