----

----

----

| 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) |

----

| CAUTIONARY      NOTE REGARDING FORWARD-LOOKING STATEMENTS | 3            |
|-----------------------------------------------------------|--------------|
|                                                      |         |   |   |
| PART      I.   FINANCIAL INFORMATION       |         |
|                                                      |         |   |   |
|                                                      | ITEM      1. | FINANCIAL      STATEMENTS |   |
|                                                      |         |   |   |
|                                                      |         | Balance      Sheets as of March 31, 2008 (Unaudited) and December 31,    2007 | 4 |
|                                                      |         |   |   |
|                                                      |         | Statements      of Operations (Unaudited) for the three months ended March 31, 2008      and 2007 | 5 |
|                                                      |         |   |   |
|                                                      |         | Statements      of Cash Flows (Unaudited) for the three months ended March 31, 2008      and 200 | 6 |
|                                                      |         |   |   |
|                                                      |         | Notes      to Financial Statements | 7 |
|                                                      |         |   |   |
|                                                      | ITEM      2. | MANAGEMENT'S      DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF      OPERATIONS | 11 |
|                                                      |         |   |   |
|                                                      | ITEM      3. | CONTROLS      AND PROCEDURES | 14 |
|                                                      |         |   |   |
| 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 | 15 |
|                                                      |         |   |   |
| SIGNATURES                                                | 17           |

----

|   | ● | The      development, testing, and commercialization of new products and the      expansion of the market for our current products; |
|--------|---------|-------------------------------------------------------------------------------------------------------------------------------------|
|   | ● | The      receipt of royalty payments from our agreements with business      partners;                                               |
|   | ● | Implementing      aspects of our business plans;                                                                                    |
|   | ● | 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.                                                       |

----

| PACIFICHEALTH      LABORATORIES, INC.                |   |
|------------------------------------------------------|--------|
| BALANCE      SHEETS                                  |   |
|                                                 |   |   |   |   |   |   |
| ASSETS                                               |   |
|                                                 |   | March      31, |   |   | December      31, |   |
|                                                 |   | 2008 |   |   | 2007 |   |
|                                                 |   | (Unaudited) |   |   |          |   |
| Current      assets:                                 |   |   |   |   |   |   |
| Cash      and cash equivalents                       |   | $ | 182,601 |   |   | $ | 1,712,713 |   |
| Other      short-term investments                    |   |   | 1,350,000 |   |   |   | - |   |
| Accounts      receivable, net                        |   |   | 1,103,290 |   |   |   | 709,623 |   |
| Inventories                                          |   |   | 1,775,729 |   |   |   | 2,010,446 |   |
| Prepaid      expenses                                |   |   | 75,992 |   |   |   | 111,672 |   |
| Total      current assets                            |   |   | 4,487,612 |   |   |   | 4,544,454 |   |
|                                                 |   |   |   |   |   |   |   |   |
| Property      and equipment, net                     |   |   | 177,728 |   |   |   | 185,007 |   |
|                                                 |   |   |   |   |   |   |   |   |
| Deposits                                             |   |   | 10,895 |   |   |   | 10,895 |   |
|                                                 |   |   |   |   |   |   |   |   |
| Total      assets                                    |   | $ | 4,676,235 |   |   | $ | 4,740,356 |   |
|                                                 |   |   |   |   |   |   |   |   |
| LIABILITIES      AND STOCKHOLDERS' EQUITY            |   |
|                                                 |   |   |   |   |   |   |   |   |
| Current      liabilities:                            |   |   |   |   |   |   |   |   |
| Notes      payable                                   |   | $ | - |   |   | $ | 16,205 |   |
| Accounts      payable and accrued expenses           |   |   | 663,588 |   |   |   | 472,475 |   |
| Deferred      revenue                                |   |   | 482,990 |   |   |   | 559,876 |   |
| Total      current liabilities                       |   |   | 1,146,578 |   |   |   | 1,048,556 |   |
|                                                 |   |   |   |   |   |   |   |   |
| Stockholders'      equity:                           |   |   |   |   |   |   |   |   |
| Common      stock, $.0025 par value; authorized      |   |   |   |   |   |   |   |   |
| 50,000,000      shares; issued and outstanding:      |   |   |   |   |   |   |   |   |
| 13,501,426      shares at March 31, 2008 and         |   |   |   |   |   |   |   |   |
| 13,501,426      shares at December 31, 2007          |   |   | 33,754 |   |   |   | 33,754 |   |
| Additional      paid-in-capital                      |   |   | 18,983,871 |   |   |   | 18,874,609 |   |
| Accumulated      deficit                             |   |   | (15,487,968 | ) |   |   | (15,216,563 | ) |
|                                                 |   |   |   |   |   |   |   |   |
|                                                 |   |   | 3,529,657 |   |   |   | 3,691,800 |   |
|                                                 |   |   |   |   |   |   |   |   |
| Total      liabilities and stockholders' equity      |   | $ | 4,676,235 |   |   | $ | 4,740,356 |   |
|                                                 |   |   |   |   |   |   |   |   |
| See      accompanying notes to financial statements. |   |

----

| PACIFICHEALTH      LABORATORIES, INC.                   |   |
|---------------------------------------------------------|--------|
| STATEMENTS      OF OPERATIONS                           |   |
| FOR      THE THREE MONTHS ENDED MARCH 31, 2008 AND 2007 |   |
| (UNAUDITED)                                             |   |
|                                                    |   |   |   |   |   |   |
|                                                    |   |   |   |   |   |   |
|                                                    |   | 2008 |   |   | 2007 |   |
| Revenues:                                               |   |   |   |   |   |   |
| Net      product sales                                  |   | $ | 1,719,375 |   |   | $ | 1,818,894 |   |
|                                                    |   |   |   |   |   |   |   |   |
| Cost      of goods sold                                 |   |   | 932,795 |   |   |   | 1,132,887 |   |
|                                                    |   |   |   |   |   |   |   |   |
| Gross      profit                                       |   |   | 786,580 |   |   |   | 686,007 |   |
|                                                    |   |   |   |   |   |   |   |   |
| Selling,      general and administrative expenses       |   |   | 1,010,444 |   |   |   | 849,166 |   |
| Research      and development expenses                  |   |   | 31,911 |   |   |   | 75,370 |   |
| Depreciation      expense                               |   |   | 34,096 |   |   |   | 15,812 |   |
|                                                    |   |   | 1,076,451 |   |   |   | 940,348 |   |
|                                                    |   |   |   |   |   |   |   |   |
| Net      operating loss                                 |   |   | (289,871 | ) |   |   | (254,341 | ) |
|                                                    |   |   |   |   |   |   |   |   |
| Other      income (expense)                             |   |   |   |   |   |   |   |   |
| Other      income                                       |   |   | 1,133 |   |   |   | 10,000 |   |
| Interest      income                                    |   |   | 17,464 |   |   |   | 20,536 |   |
| Interest      expense                                   |   |   | (131 | ) |   |   | (611 | ) |
|                                                    |   |   | 18,466 |   |   |   | 29,925 |   |
|                                                    |   |   |   |   |   |   |   |   |
| Loss      before income taxes                           |   |   | (271,405 | ) |   |   | (224,416 | ) |
|                                                    |   |   |   |   |   |   |   |   |
| Provision      for income taxes                         |   |   | - |   |   |   | - |   |
|                                                    |   |   |   |   |   |   |   |   |
| Net      loss                                           |   | $ | (271,405 | ) |   | $ | (224,416 | ) |
|                                                    |   |   |   |   |   |   |   |   |
| Basic      and diluted loss per share                   |   | $ | (0.02 | ) |   | $ | (0.02 | ) |
|                                                    |   |   |   |   |   |   |   |   |
| Weighted      average common shares - Basic and diluted |   |   | 13,501,426 |   |   |   | 12,983,950 |   |
|                                                    |   |   |   |   |   |   |   |   |
| See      accompanying notes to financial statements.    |   |

----

| PACIFICHEALTH      LABORATORIES, INC.                         |   |
|---------------------------------------------------------------|--------|
| STATEMENTS      OF CASH FLOWS                                 |   |
| FOR      THE THREE MONTHS ENDED MARCH 31, 2008 AND 2007       |   |
| (UNAUDITED)                                                   |   |
|                                                          |   |   |   |   |   |   |
|                                                          |   | 2008 |   |   | 2007 |   |
| Cash      flows from operating activities:                    |   |   |   |   |   |   |
| Net      loss                                                 |   | $ | (271,405 | ) |   | $ | (224,416 | ) |
| Adjustments      to reconcile net loss to                     |   |   |   |   |   |   |   |   |
| net      cash used in operating activities:                   |   |   |   |   |   |   |   |   |
| Depreciation                                                  |   |   | 34,096 |   |   |   | 15,812 |   |
| Allowance      for doubtful accounts                          |   |   | 3,000 |   |   |   | 3,000 |   |
| Equity      instrument-based expense                          |   |   | 109,262 |   |   |   | 60,844 |   |
| Changes      in assets and liabilities:                       |   |   |   |   |   |   |   |   |
| Increase      in accounts receivable                          |   |   | (396,667 | ) |   |   | (607,737 | ) |
| Decrease      (increase) in inventories                       |   |   | 234,717 |   |   |   | (722,125 | ) |
| Decrease      in prepaid expenses                             |   |   | 35,680 |   |   |   | 38,504 |   |
| Increase      (decrease) in accounts payable/accrued expenses |   |   | 191,113 |   |   |   | (98,816 | ) |
| (Decrease)      increase in deferred revenue                  |   |   | (76,886 | ) |   |   | 50,945 |   |
| Net      cash used in operating activities                    |   |   | (137,090 | ) |   |   | (1,483,989 | ) |
|                                                          |   |   |   |   |   |   |   |   |
| Cash      flows from investing activity:                      |   |   |   |   |   |   |   |   |
| Purchase      of fixed assets                                 |   |   | (26,817 | ) |   |   | (100,918 | ) |
| Net      cash used in investing activity                      |   |   | (26,817 | ) |   |   | (100,918 | ) |
|                                                          |   |   |   |   |   |   |   |   |
| Cash      flows from financing activities:                    |   |   |   |   |   |   |   |   |
| Issuance      of notes payable                                |   |   | - |   |   |   | 7,874 |   |
| Repayments      of notes payable                              |   |   | (16,205 | ) |   |   | (26,787 | ) |
| Common      stock issued                                      |   |   | - |   |   |   | 450,000 |   |
| Proceeds      from common stock options/warrants exercised    |   |   | - |   |   |   | 179,004 |   |
| Net      cash (used in) provided by financing activities      |   |   | (16,205 | ) |   |   | 610,091 |   |
|                                                          |   |   |   |   |   |   |   |   |
| Net      decrease in cash                                     |   |   | (180,112 | ) |   |   | (974,816 | ) |
|                                                          |   |   |   |   |   |   |   |   |
| Cash      and cash equivalents, beginning balance             |   |   | 1,712,713 |   |   |   | 2,564,038 |   |
|                                                          |   |   |   |   |   |   |   |   |
| Reclassification      of other short-term investments         |   |   | (1,350,000 | ) |   |   | - |   |
|                                                          |   |   |   |   |   |   |   |   |
| Cash      and cash equivalents, ending balance                |   | $ | 182,601 |   |   | $ | 1,589,222 |   |
|                                                          |   |   |   |   |   |   |   |   |
| Supplemental      disclosures of cash flow information:       |   |   |   |   |   |   |   |   |
| Cash      paid for interest                                   |   | $ | 131 |   |   | $ | 611 |   |
|                                                          |   |   |   |   |   |   |   |   |
| See      accompanying notes to financial statements.          |   |

----

----

|                               |   | Mar.      31, 2008 |      |   | December      31, |   |
|------------------------------------|--------|--------------------|-----------|--------|-------------------|--------|
|                               |   | (Unaudited)        |      |   | 2007              |   |
| Raw      materials                 |   | $                  | 292,464   |   |              | $      | 266,624 |   |
| Work      in process               |   |               | -         |   |              |   | 67,920 |   |
| Packaging      supplies            |   |               | 62,541    |   |              |   | 56,480 |   |
| Finished      goods                |   |               | 1,198,839 |   |              |   | 1,358,378 |   |
| Finished      goods on consignment |   |               | 221,885   |   |              |   | 261,044 |   |
|                               |   | $                  | 1,775,729 |   |              | $      | 2,010,446 |   |

|                         |   | Three      Months |    |
|------------------------------|--------|-------------------|---------|
|                         |   | Ended March 31,   |    |
|                         |   | 2008              |    |   | 2007 |   |
|                         |   |              |    |   |   |   |
| Employee      compensation   |   | $                 | 109,262 |   |   | $ | 59,334 |   |
| Consultant      compensation |   |              | -       |   |   |   | 1,510 |   |
|                         |   | $                 | 109,262 |   |   | $ | 60,844 |   |

----

|                             |   |   |      |   |      |   |   | Weighted-         |   |   |      |   |   |
|----------------------------------|--------|--------|-----------|--------|-----------|--------|--------|-------------------|--------|--------|-----------|--------|--------|
|                             |   |   |      |   | Weighted- |   |   | Average           |   |   |      |   |   |
|                             |   |   |      |   | Average   |   |   | Remaining         |   |   | Aggregate |   |
|                             |   |   |      |   | Exercise  |   |   | Contractual       |   |   | Intrinsic |   |
| Options                          |   | Shares |      |   | Price     |   |   | Term      (Years) |   |   | Value     |   |
| Balance,      January 1, 2008    |   |   | 2,338,500 |   |      | $      | 0.77   |              |   |   |      |   |   |   |   |
| Granted      during the period   |   |   | 207,500   |   |      | $      | 0.55   |              |   |   |      |   |   |   |   |
| Exercised      during the period |   |   | -         |   |      |   | -      |              |   |   |      |   |   |   |   |
| Expired      during the period   |   |   | (34,500   | )      |      | $      | 1.46   |              |   |   |      |   |   |   |   |
| Outstanding,      March 31, 2008 |   |   | 2,511,500 |   |      | $      | 0.75   |              |   | 3.28   |      |   | $      | 8,280 |   |
| Exercisable,      March 31, 2008 |   |   | 1,213,001 |   |      | $      | 0.75   |              |   | 2.14   |      |   | $      | 8,280 |   |

|                             |   |   |      |   | Weighted-       |   |
|----------------------------------|--------|--------|-----------|--------|-----------------|--------|
|                             |   |   |      |   | Average         |   |
|                             |   |   |      |   | Grant-Date      |   |
| Non-vested Shares                |   | Shares |      |   | Fair      Value |   |
| Non-vested,      January 1, 2008 |   |   | 1,264,332 |   |            | $      | 0.80 |   |
| Granted      during the period   |   |   | 207,500   |   |            | $      | 0.55 |   |
| Vested      during the period    |   |   | (173,333  | )      |            | $      | 0.93 |   |
| Forfeited      during the period |   |   | -         |   |            | $      | - |   |
| Non-vested,      March 31, 2008  |   |   | 1,298,499 |   |            | $      | 0.75 |   |

|                             | Mar.      31, 2008 |
|----------------------------------|--------------------|
| Expected      volatility         | 103%      - 104%   |
| Weighted-average      volatility | 104%               |
| Expected      dividends          | 0.0%               |
| Expected      term (in years)    | 5                  |
| Risk-free      rate              | 2.78%      - 3.49% |

----

----

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

----

----

----

----

| 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)                                    |
|          |                                                                                                                                                                                                                                                                                                                                    |
| 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)                                       |

----

| ExhibitNumber | Description of Exhibit(1)                                                                                                                                                                                                                                                                                                                                                                       |
|---------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|          |                                                                                                                                                                                                                                                                                                                                                                                            |
| 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/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 is 000-23495. |
|-----|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

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|   |   | PACIFICHEALTH      LABORATORIES, INC.                                                            |
|--------|--------|--------------------------------------------------------------------------------------------------|
|   |   |                                                                                             |   |
|   |   |                                                                                             |   |
|   |   | By:/S/ STEPHEN P.      KUCHEN                                                                    |   |
|   |   | STEPHEN      P. KUCHEN                                                                           |   |
|   |   | Chief      Financial Officer (Principal Financial Officer and Principal Accounting      Officer) |
|   |   |                                                                                             |   |
|   |   | Date:May 2,      2008                                                                            |   |

----

| 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)                                                                                                                                                                                                                                                                                                              |
|          |                                                                                                                                                                                                                                                                                                                                                                                            |
| 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. |
|-----|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|