----

----

| 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 |
|---|----------------------------------------------------------------------------------------------------|

|                            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 September 30, 2008 (Unaudited) and December 31,      2007 | 4 |
|                                                      |                       |   |   |
|                                                      |                       | Statements      of Operations (Unaudited) for the three and nine months ended September      30, 2008 and 2007 | 5 |
|                                                      |                       |   |   |
|                                                      |                       | Statements      of Cash Flows (Unaudited) for the nine months ended September 30, 2008 and      2007 | 6 |
|                                                      |                       |   |   |
|                                                      |                       | Notes      to Financial Statements | 7 |
|                                                      |                       |   |   |
|                                                      | ITEM      2.               | MANAGEMENT'S      DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF      OPERATIONS | 12 |
|                                                      |                       |   |   |
|                                                      | ITEM      3.               | QUANTITATIVE      AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK | 15 |
|                                                      |                       |   |   |
|                                                      | ITEM      4T.              | CONTROLS      AND PROCEDURES | 15 |
|                                                      |                       |   |   |
| PART      II.                                             | OTHER      INFORMATION     |   |
|                                                      |                       |   |   |
|                                                      | ITEM      1.               | LEGAL      PROCEEDINGS | 15 |
|                                                      |                       |   |   |
|                                                      | ITEM      2.               | UNREGISTERED      SALES OF EQUITY SECURITIES AND USE OF PROCEEDS | 15 |
|                                                      |                       |   |   |
|                                                      | ITEM      3.               | DEFAULTS      UPON SENIOR SECURITIES | 16 |
|                                                      |                       |   |   |
|                                                      | ITEM      4.               | SUBMISSION      OF MATTERS TO A VOTE OF SECURITY HOLDERS | 16 |
|                                                      |                       |   |   |
|                                                      | ITEM      5.               | OTHER      INFORMATION | 16 |
|                                                      |                       |   |   |
|                                                      | ITEM      6.               | EXHIBITS | 16 |
|                                                      |                       |   |   |
| SIGNATURES                                                |                       | 18 |

----

|   | ● | 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.                                                    |

----

| PACIFICHEALTH      LABORATORIES, INC.                |   |
|------------------------------------------------------|--------|
| BALANCE      SHEETS                                  |   |
|                                                 |   |
| ASSETS                                               |   |
|                                                 |   | September      30, |   |   | December      31, |   |
|                                                 |   | 2008 |   |   | 2007 |   |
|                                                 |   | (Unaudited) |   |   |   |   |
| Current      assets:                                 |   |   |   |   |   |   |
| Cash      and cash equivalents                       |   | $ | 906,881 |   |   | $ | 1,712,713 |   |
| Other      short-term investments                    |   |   | 775,000 |   |   |   | - |   |
| Accounts      receivable, net                        |   |   | 870,342 |   |   |   | 709,623 |   |
| Inventories,      net                                |   |   | 1,215,226 |   |   |   | 2,010,446 |   |
| Prepaid      expenses                                |   |   | 104,032 |   |   |   | 111,672 |   |
| Total      current assets                            |   |   | 3,871,481 |   |   |   | 4,544,454 |   |
|                                                 |   |   |   |   |   |   |   |   |
| Property      and equipment, net                     |   |   | 267,968 |   |   |   | 185,007 |   |
|                                                 |   |   |   |   |   |   |   |   |
| Deposits                                             |   |   | 10,895 |   |   |   | 10,895 |   |
|                                                 |   |   |   |   |   |   |   |   |
| Total      assets                                    |   | $ | 4,150,344 |   |   | $ | 4,740,356 |   |
|                                                 |   |   |   |   |   |   |   |   |
| LIABILITIES      AND STOCKHOLDERS' EQUITY            |   |
|                                                 |   |   |   |   |   |   |   |   |
| Current      liabilities:                            |   |   |   |   |   |   |   |   |
| Notes      payable                                   |   | $ | 32,261 |   |   | $ | 16,205 |   |
| Accounts      payable and accrued expenses           |   |   | 844,139 |   |   |   | 472,475 |   |
| Deferred      revenue                                |   |   | 385,973 |   |   |   | 559,876 |   |
| Total      current liabilities                       |   |   | 1,262,373 |   |   |   | 1,048,556 |   |
|                                                 |   |   |   |   |   |   |   |   |
| Stockholders'      equity:                           |   |   |   |   |   |   |   |   |
| Common      stock, $.0025 par value; authorized      |   |   |   |   |   |   |   |   |
| 50,000,000      shares; issued and outstanding:      |   |   |   |   |   |   |   |   |
| 13,694,613      shares at September 30, 2008 and     |   |   |   |   |   |   |   |   |
| 13,501,426      shares at December 31, 2007          |   |   | 34,237 |   |   |   | 33,754 |   |
| Additional      paid-in-capital                      |   |   | 19,338,279 |   |   |   | 18,874,609 |   |
| Accumulated      deficit                             |   |   | (16,484,545 | ) |   |   | (15,216,563 | ) |
|                                                 |   |   | 2,887,971 |   |   |   | 3,691,800 |   |
|                                                 |   |   |   |   |   |   |   |   |
| Total      liabilities and stockholders' equity      |   | $ | 4,150,344 |   |   | $ | 4,740,356 |   |
|                                                 |   |   |   |   |   |   |   |   |
| See      accompanying notes to financial statements. |   |

----

| PACIFICHEALTH      LABORATORIES, INC.                               |   |
|---------------------------------------------------------------------|--------|
| STATEMENTS      OF OPERATIONS                                       |   |
| FOR      THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2008 AND2007 |   |
| (UNAUDITED)                                                         |   |
|                                                                |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                                |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                                |   | Three      Months |   |   | Nine      Months |   |
|                                                                |   | Ended September 30, |   |   | Ended September 30, |   |
|                                                                |   | 2008 |   |   | 2007 |   |   | 2008 |   |   | 2007 |   |
|                                                                |   |   |   |   |   |   |   |   |   |   |   |   |
| Revenues:                                                           |   |   |   |   |   |   |   |   |   |   |   |   |
| Net      product sales                                              |   | $ | 2,176,196 |   |   | $ | 2,134,736 |   |   | $ | 6,266,000 |   |   | $ | 6,023,519 |   |
|                                                                |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Cost      of goods sold:                                            |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Cost      of product sales                                          |   |   | 1,202,456 |   |   |   | 1,196,772 |   |   |   | 3,451,138 |   |   |   | 3,634,018 |   |
| Reserve      for obsolete inventory                                 |   |   | 84,669 |   |   |   | 439,208 |   |   |   | 84,669 |   |   |   | 439,208 |   |
| Total      cost of goods sold                                       |   |   | 1,287,125 |   |   |   | 1,635,980 |   |   |   | 3,535,807 |   |   |   | 4,073,226 |   |
|                                                                |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Gross      profit                                                   |   |   | 889,071 |   |   |   | 498,756 |   |   |   | 2,730,193 |   |   |   | 1,950,293 |   |
|                                                                |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Selling,      general and administrative expenses                   |   |   | 1,215,842 |   |   |   | 890,049 |   |   |   | 3,327,976 |   |   |   | 2,569,878 |   |
| Research      and development expenses                              |   |   | 15,220 |   |   |   | 35,327 |   |   |   | 124,728 |   |   |   | 162,490 |   |
| Depreciation      expense                                           |   |   | 44,798 |   |   |   | 26,777 |   |   |   | 112,137 |   |   |   | 67,108 |   |
| Restructuring      expense                                          |   |   | 472,069 |   |   |   | - |   |   |   | 472,069 |   |   |   | - |   |
|                                                                |   |   | 1,747,929 |   |   |   | 952,153 |   |   |   | 4,036,910 |   |   |   | 2,799,476 |   |
|                                                                |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Net      operating loss                                             |   |   | (858,858 | ) |   |   | (453,397 | ) |   |   | (1,306,717 | ) |   |   | (849,183 | ) |
|                                                                |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Other      income (expense):                                        |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Interest      income                                                |   |   | 9,425 |   |   |   | 16,603 |   |   |   | 38,572 |   |   |   | 52,534 |   |
| Interest      expense                                               |   |   | (536 | ) |   |   | (1,114 | ) |   |   | (1,133 | ) |   |   | (2,951 | ) |
| Other      income                                                   |   |   | - |   |   |   | 5,003 |   |   |   | 1,296 |   |   |   | 15,003 |   |
|                                                                |   |   | 8,889 |   |   |   | 20,492 |   |   |   | 38,735 |   |   |   | 64,586 |   |
|                                                                |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Loss      before income taxes                                       |   |   | (849,969 | ) |   |   | (432,905 | ) |   |   | (1,267,982 | ) |   |   | (784,597 | ) |
|                                                                |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Provision      for income taxes                                     |   |   | - |   |   |   | - |   |   |   | - |   |   |   | - |   |
|                                                                |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Net      loss                                                       |   | $ | (849,969 | ) |   | $ | (432,905 | ) |   | $ | (1,267,982 | ) |   | $ | (784,597 | ) |
|                                                                |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Basic      and diluted loss per share                               |   | $ | (0.06 | ) |   | $ | (0.03 | ) |   | $ | (0.09 | ) |   | $ | (0.06 | ) |
|                                                                |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Weighted      average common shares - basic and diluted             |   |   | 13,557,005 |   |   |   | 13,446,579 |   |   |   | 13,520,156 |   |   |   | 13,251,766 |   |
|                                                                |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| See      accompanying notes to financial statements.                |   |

----

| PACIFICHEALTH      LABORATORIES, INC.                         |   |
|---------------------------------------------------------------|--------|
| STATEMENTS      OF CASH FLOWS                                 |   |
| FOR      THE NINE MONTHS ENDED SEPTEMBER 30, 2008 AND 2007    |   |
| (UNAUDITED)                                                   |   |
|                                                          |   |   |   |   |   |   |
|                                                          |   | 2008 |   |   | 2007 |   |
| Cash      flows from operating activities:                    |   |   |   |   |   |   |
| Net      loss                                                 |   | $ | (1,267,982 | ) |   | $ | (784,597 | ) |
| Adjustments      to reconcile net loss to net                 |   |   |   |   |   |   |   |   |
| cash      provided by (used in) operating activities:         |   |   |   |   |   |   |   |   |
| Depreciation                                                  |   |   | 112,137 |   |   |   | 67,108 |   |
| Allowance      for doubtful accounts                          |   |   | 9,000 |   |   |   | 9,000 |   |
| Writedown      of packaging inventory                         |   |   | - |   |   |   | 49,135 |   |
| Equity      instrument based expense                          |   |   | 325,719 |   |   |   | 189,958 |   |
| Reserve      of inventory                                     |   |   | 84,669 |   |   |   | 439,208 |   |
| Restructuring      expense                                    |   |   | 472,069 |   |   |   | - |   |
| Changes      in assets and liabilities:                       |   |   |   |   |   |   |   |   |
| Increase      in accounts receivable                          |   |   | (169,719 | ) |   |   | (586,979 | ) |
| Decrease      (increase) in inventories                       |   |   | 526,178 |   |   |   | (661,719 | ) |
| Decrease      in prepaid expenses                             |   |   | 7,640 |   |   |   | 30,962 |   |
| Increase      (decrease) in accounts payable/accrued expenses |   |   | 222,402 |   |   |   | (343,815 | ) |
| (Decrease)      increase in deferred revenue                  |   |   | (173,903 | ) |   |   | 236,311 |   |
| Net      cash provided by (used in) operating activities      |   |   | 148,210 |   |   |   | (1,355,428 | ) |
|                                                          |   |   |   |   |   |   |   |   |
| Cash      flows from investing activities:                    |   |   |   |   |   |   |   |   |
| Proceeds      from sales of other short-term investments      |   |   | 725,000 |   |   |   | - |   |
| Purchase      of property and equipment                       |   |   | (195,098 | ) |   |   | (137,032 | ) |
| Net      cash provided by (used in) investing activities      |   |   | 529,902 |   |   |   | (137,032 | ) |
|                                                          |   |   |   |   |   |   |   |   |
| Cash      flows from financing activities:                    |   |   |   |   |   |   |   |   |
| Issuance      of notes payable                                |   |   | 58,537 |   |   |   | 79,305 |   |
| Repayments      of notes payable                              |   |   | (42,481 | ) |   |   | (79,747 | ) |
| Common      stock issued                                      |   |   | - |   |   |   | 450,000 |   |
| Proceeds      from common stock options/warrants exercised    |   |   | - |   |   |   | 276,036 |   |
| Net      cash provided by financing activities                |   |   | 16,056 |   |   |   | 725,594 |   |
|                                                          |   |   |   |   |   |   |   |   |
| Net      increase (decrease) in cash                          |   |   | 694,168 |   |   |   | (766,866 | ) |
|                                                          |   |   |   |   |   |   |   |   |
| Cash      and cash equivalents, beginning balance             |   |   | 1,712,713 |   |   |   | 2,564,038 |   |
|                                                          |   |   |   |   |   |   |   |   |
| Reclassification      of other short-term investments         |   |   | (1,500,000 | ) |   |   | - |   |
|                                                          |   |   |   |   |   |   |   |   |
| Cash      and cash equivalents, ending balance                |   | $ | 906,881 |   |   | $ | 1,797,172 |   |
|                                                          |   |   |   |   |   |   |   |   |
|                                                          |   |   |   |   |   |   |   |   |
| Supplemental      disclosures of cash flow information:       |   |   |   |   |   |   |   |   |
| Cash      paid for interest                                   |   | $ | 1,133 |   |   | $ | 2,951 |   |
|                                                          |   |   |   |   |   |   |   |   |
| See      accompanying notes to financial statements.          |   |

----

| 1.     | Basis      of Presentation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|   | 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 and nine months ended September 30, 2008      are not necessarily indicative of the results that may be expected for the      year ending December 31, 2008. 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-KSB for the year ended      December 31, 2007.                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|   | 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").                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|   | In      the quarter ended September 30, 2008, the Company made the decision to      restructure in order to be better able to sustain its base sports      performance business. The Company eliminated a number of positions and      chose to exit certain market sectors. As a result of these decisions, the      Company recorded a restructuring charge in the amount of $472,069 in the      quarter ending September 30, 2008. Approximately $138,000 of this charge      was for the accelerated vesting of options to the Company’s former CEO      pursuant to his Separation Agreement. Approximately $150,000 was accrued      for severance and benefits for the eliminated positions. The Company      wrote-off approximately $139,000 in SATIATRIM raw materials and packaging      components that will no longer be used as the Company does not intend to      market that brand any longer. The Company also wrote off approximately      $45,000 in raw materials and packaging inventory for certain sports      performance products that no longer fit into the Company’s plans. The      Company does not anticipate incurring any additional restructuring      charges.                                                                                                                                                                                                                                                                                                    |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 2.     | Revenue      Recognition                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|   | 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      September 30, 2008, the Company has deferred $385,973 in revenues related      to this customer. At December 31, 2007, the Company had deferred $559,876      in revenues related to this customer.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 3.     | Other      Short-Term Investments                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|   | 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".  Despite the underlying long-term maturity of these      securities, such securities were typically priced and accounted for as      cash equivalents because of the Dutch auction process which has      historically provided a liquid market for auction rate securities, as this      mechanism generally allows existing investors to rollover their holdings      and continue to own their respective securities at the then existing      market interest rate or to liquidate their holdings by selling their      securities at par value. Recently, however, primarily due to liquidity      issues experienced in global credit and capital markets, many auctions for      auction rate securities have failed and the sellers of such securities      have been unable to liquidate their securities.  A seller must      then wait until the next successful auction to attempt to sell its auction      rate securities, unless there is a secondary market for the particular      securities. As a result of a failed auction, however, the auction rate      securities will generally pay interest to the holder at a maximum or      default rate defined by the securities' governing    documents. |

----

|   | Accordingly,      as of September 30, 2008, the Company has classified such investments from      cash and cash equivalents to other short-term investments. During the nine      months ended September 30, 2008, the Company redeemed $725,000 of these      investments with no gain or loss. |
|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                             |
| 4.     | Inventories                                                                                                                                                                                                                                                                                      |
|   |                                                                                                                                                                                                                                                                                             |
|   | As      of September 30, 2008 and December 31, 2007, inventories consisted of the      following:                                                                                                                                                                                                |

|                               |   | September      30, |      |   |              |   |
|------------------------------------|--------|--------------------|-----------|--------|-------------------|--------|
|                               |   | 2008               |      |   | December      31, |   |
|                               |   | (Unaudited)        |      |   | 2007              |   |
| Raw      materials                 |   | $                  | 76,227    |   |              | $      | 266,624 |   |
| Work-in-process                    |   |               | -         |   |              |   | 67,920 |   |
| Packaging      supplies            |   |               | 46,665    |   |              |   | 56,480 |   |
| Finished      goods                |   |               | 920,317   |   |              |   | 1,358,378 |   |
| Finished      goods on consignment |   |               | 172,017   |   |              |   | 261,044 |   |
|                               |   | $                  | 1,215,226 |   |              | $      | 2,010,446 |   |

|   | Included      above are reserves against finished goods of $121,927 and $176,363,      respectively, at September 30, 2008 and December 31, 2007. During the      nine-months ended September 30, 2008, the Company disposed of $139,105 of      previously reserved finished goods.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 5.     | Stock      Based Compensation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|   | 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 $124,047 and      $65,091, respectively, in the three-month periods ended September 30, 2008      and 2007, representing the effect on loss from continuing operations, loss      before income taxes, and net loss. The Company recorded charges of      $325,719 and $189,958, respectively, in the nine-month periods ended      September 30, 2008 and 2007, representing the effect on loss from      continuing operations, loss before income taxes, and net    loss.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|   | The      Company granted 450,000 stock options to employees and directors during      the three months ended September 30, 2008 with exercise prices ranging      from $0.23 to $0.28 per share that vest ratably through the third quarter      of 2012. These options were determined to have a total fair value of      $85,700. Compensation expense recognized during the three months ended      September 30, 2008 for these options amounted to $2,651. The Company      granted 657,500 stock options to employees and directors during the nine      months ended September 30, 2008 with exercise prices ranging from $0.23 to      $0.55 per share. There are 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; 66,666 of these options vest ratably in the first quarter of      2011; and 450,000 of these options vest ratably through the third quarter      of 2012. These options were determined to have a total fair value of      $173,688. Compensation expense recognized during the nine months ended      September 30, 2008 for these options amounted to $24,756. The Company      granted 35,000 stock options to employees and directors during the three      months ended September 30, 2007 with exercise prices ranging from $1.90 to      $1.93 per share. 20,000 of these options vested in the first quarter of      2008 and 15,000 of these options vest ratably through the third quarter of      2010. These options were determined to have a total fair value of $55,465.      The Company granted 61,000 stock options to employees and directors during      the nine months ended September 30, 2007 with exercise prices ranging from      $1.90 to $2.14 per share. These options were determined to have a total      fair value of $101,519. Compensation expense recognized during the three      months ended September 30, 2007 amounted to $65,091. Compensation expense      recognized during the nine months ended September 30, 2007 amounted to      $188,448. 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 and nine months ended September 30, 2007 was      $83,670 and $109,280, respectively. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|   | The      Company granted no stock options to consultants during the three months      ended September 30, 2008 and September 30, 2007. The Company granted no      stock options to consultants during the nine months ended September 30,      2008. The Company granted 1,000 stock options to a consultant during the      nine months ended September 30, 2007 that vested upon grant with an      exercise price of $2.10 per share. These options were determined to have a      fair value of $1,510 that was charged to operations in the nine-month      period ended September 30, 2007.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |

----

|   | In      summary, compensation charges to operations for the periods presented are      as follows: |
|--------|----------------------------------------------------------------------------------------------------|

|                         |   | Three      Months   |    |   | Nine      Months    |   |
|------------------------------|--------|---------------------|---------|--------|---------------------|--------|
|                         |   | Ended September 30, |    |   | Ended September 30, |   |
|                         |   | 2008                |    |   | 2007                |   |   | 2008 |   |   | 2007 |   |
|                         |   |                |    |   |                |   |   |   |   |   |   |   |
| Employee      compensation   |   | $                   | 124,047 |   |                | $      | 65,091 |   |   | $ | 325,719 |   |   | $ | 188,448 |   |
| Consultant      compensation |   |                | -       |   |                |   | - |   |   |   | - |   |   |   | 1,510 |   |
|                         |   | $                   | 124,047 |   |                | $      | 65,091 |   |   | $ | 325,719 |   |   | $ | 189,958 |   |

|   | A      summary of employee options activity under our plans as of September 30,      2008 and changes during the nine-month period then ended is presented      below: |
|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|                                 |   |   |      |   |   |      |   |   | 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       |   |   | 657,500   |   |   |      | 0.35   |   |              |   |   |      |   |   |   |   |
| Exercised      during the period     |   |   | -         |   |   |      | -      |   |              |   |   |      |   |   |   |   |
| Expired      during the period       |   |   | (74,500)  |   |   |      | 1.13   |   |              |   |   |      |   |   |   |   |
| Outstanding,      September 30, 2008 |   |   | 2,921,500 |   |   | $         | 0.67   |   |              |   | 3.14   |      |   | $ | 9,660 |   |
| Exercisable,      September 30, 2008 |   |   | 1,464,334 |   |   | $         | 0.79   |   |              |   | 1.93   |      |   | $ | 2,160 |   |

|   | The      market value of the Company’s common stock as of September 30, 2008 was      $0.26 per share. |
|--------|--------------------------------------------------------------------------------------------------------------|

|                                |   |   |      |   | Weighted-       |   |
|-------------------------------------|--------|--------|-----------|--------|-----------------|--------|
|                                |   |   |      |   | Average         |   |
|                                |   |   |      |   | Grant-Date      |   |
| Non-vested Shares                   |   | Shares |      |   | Fair      Value |   |
| Non-vested,      January 1, 2008    |   |   | 1,264,332 |   |            | $      | 0.80 |   |
| Granted      during the period      |   |   | 657,500   |   |            |   | 0.35 |   |
| Vested      during the period       |   |   | (464,666  | )      |            |   | 0.96 |   |
| Forfeited      during the period    |   |   | -         |   |            |   | - |   |
| Non-vested,      September 30, 2008 |   |   | 1,457,166 |   |            | $      | 0.55 |   |

|   | As      of September 30, 2008, the total fair value of non-vested awards amounted      to $466,273. The weighted average remaining period over which such options      are expected to be recognized is 3.22 years.                              |
|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                             |
|   | The      fair value of each option award during the nine months ended September 30,      2008 is estimated on the date of grant using the Black-Scholes option      valuation model that uses the assumptions noted in the following      table: |

|                             | September      30,2008 |
|----------------------------------|------------------------|
| Expected      volatility         | 100%      - 104%       |
| Weighted-average      volatility | 101%                   |
| Expected      dividends          | 0.0%                   |
| Expected      term (in years)    | 5                      |
| Risk-free      rate              | 2.78%      - 3.49      |

|   | A      summary of warrant activity as of September 30, 2008 and changes during      the nine-month period then ended is presented  below: |
|--------|-------------------------------------------------------------------------------------------------------------------------------------------|

----

|                                 |   |   |     |   | Weighted- |   |   |      |   |
|--------------------------------------|--------|--------|----------|--------|-----------|--------|--------|-----------|--------|
|                                 |   |   |     |   | Average   |   |   | Aggregate |   |
|                                 |   |   |     |   | Exercise  |   |   | Intrinsic |   |
| Warrants                             |   | Shares |     |   | Price     |   |   | Value     |   |
| Balance,      January 1, 2008        |   |   | 938,930  |   |      | $      | 0.64   |      |   |   |   |   |
| Granted      during the period       |   |   | -        |   |      |   | -      |      |   |   |   |   |
| Expired      during the period       |   |   | (911,430 | )      |      |   | 0.63   |      |   |   |   |   |
| Outstanding,      September 30, 2008 |   |   | 27,500   |   |      | $      | 0.88   |      |   | $ | - |   |

| 6.     | Income      Taxes                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|   | The      Company has      approximately $13,401,000 in federal and $4,051,000 in state net operating      loss carryovers generated through December 31, 2007 that can be used to      offset future taxable income in calendar years 2008 through 2027. The net      operating loss carryovers will expire in the year 2015 through the year      2027. As of September 30, 2008, the Company has fully reserved for these      net operating loss carryovers.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|   | In      July 2006, the FASB issued FASB Interpretation No. 48, “Accounting for      Uncertainty in Income Taxes” - an interpretation of FASB Statement No. 109      (“FIN 48”), which clarifies the accounting and disclosure for uncertain      tax positions, as defined. FIN 48 seeks to reduce the diversity in      practice associated with certain aspects of the recognition and      measurement related to accounting for income taxes. The Company adopted      the provision of FIN 48 effective January 1, 2007. The adoption of FIN 48      had no material effect on the Company’s results of operations or financial      position.                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 7.     | Concentrations                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|   | The      Company’s three largest customers accounted for approximately 16%, 13% and      10%, respectively, of net sales for the three months ended September 30,      2008 and the Company’s largest customer accounted for approximately 29% of      net sales for the three months ended September 30, 2007.  The      Company’s two largest customers accounted for approximately 17% and 16%,      respectively, of net sales for the nine months ended September 30, 2008      and the Company’s two largest customers accounted for approximately 20%      and 14%, respectively, of net sales for the nine months ended September      30, 2007.  At September 30, 2008, amounts due from these two      customers represented approximately 27% and 17%, respectively, of net      accounts receivable. At December 31, 2007, amounts due from these two      customers represented approximately 43% and 19%, respectively, of net      accounts receivable. No other customers exceeded 10% of respective      captions noted above. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|   | Two      suppliers accounted for approximately 83% and 13%, respectively, of total      inventory purchases for the three months ended September 30, 2008 and two      suppliers accounted for approximately 63% and 37%, respectively, of total      inventory purchases for the three months ended September 30, 2007. Two      suppliers accounted for approximately 69% and 22%, respectively, of total      inventory purchases for the nine months ended September 30, 2008 and two      suppliers accounted for approximately 66% and 24%, respectively, of total      inventory purchases for the nine months ended September 30,      2007.  At September 30, 2008, amounts due to these two vendors      represented approximately 38% and 4%, respectively, of accounts payable      and accrued expenses. At December 31, 2007, amounts due to these two      vendors represented approximately 45% and 1%, respectively, of accounts      payable and accrued expenses. No other vendors exceeded 10% of respective      captions noted above.                            |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 8.     | Line      of Credit                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|   | 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 (5.00% as of September 30,      2008) 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 of October 30, 2008, the Company has not drawn      down on this line of credit.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 9.     | CEO      Separation Agreement                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|   | 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.  As of September 30, 2008, the Company has recognized      $49,166 of expense under thisAgreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |

----

| 10.    | Subsequent      Events                                                                                                                    |
|--------|-------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                      |
|   | On      October 23, 2008 the Company sold 500,000 shares of common stock for      $150,000 cash to several members of its managementteam. |
|   |                                                                                                                                      |
|   | From      October 1, 2008 through October 30, 2008, the Company redeemed an      additional $275,000 of auction ratesecurities.      |

----

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

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

----

| (b) | Results      of Operations – Three and Nine Months Ended September 30, 2008 and      2007 |
|-----|-------------------------------------------------------------------------------------------------|

----

----

| (c) | Liquidity      and Capital Resources |
|-----|--------------------------------------|

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

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

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

| II.          | OTHER      INFORMATION |
|--------------|------------------------|
|         |                   |
| ITEM      1. | LEGAL      PROCEEDINGS |
|         |                   |
|         | None.                  |

----

| ITEM  2. | UNREGISTERED      SALES OF EQUITY SECURITIES AND USE OF PROCEEDS |
|--------------------|------------------------------------------------------------------|
|               |                                                             |
|               | None.                                                            |
|               |                                                             |
| ITEM      3.       | DEFAULTS      UPON SENIOR SECURITIES                             |
|               |                                                             |
|               | None.                                                            |
|               |                                                             |
| ITEM      4.       | SUBMISSION      OF MATTERS TO A VOTE OF SECURITY HOLDERS         |
|               |                                                             |
|               | None.                                                            |
|               |                                                             |
| ITEM      5.       | OTHER      INFORMATION                                           |
|               |                                                             |
|               | None.                                                            |
|               |                                                             |
|               |                                                             |
| ITEM      6.       | EXHIBITS                                                         |

| 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)                                             |

----

| ExhibitNumber | Description of Exhibit(1) |
|---------------|---------------------------|
|          |

| 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)                                                                                            |
|   |                                                                                                                                                                                                                                                                                                                                                                           |
| 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)                                |

----

| ExhibitNumber | Description of Exhibit(1) |
|---------------|---------------------------|
|          |

| 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. |
|-----|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | PACIFICHEALTH      LABORATORIES, INC.                                                            |                  |
|--------|--------------------------------------------------------------------------------------------------|-----------------------|
|   |                                                                                             |                  |   |
|   |                                                                                             |                  |   |
|   | By:                                                                                              | /S/ STEPHEN P. KUCHEN |   |
|   | STEPHEN      P. KUCHEN                                                                           |                  |
|   | Chief      Financial Officer (Principal Financial Officer and Principal Accounting      Officer) |
|   |                                                                                             |                  |   |
|   | Date:                                                                                            | October 30, 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 is 000-23495. |
|-----|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|