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


                                    FORM 10-Q

           [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

                  For the quarterly period ended March 31, 2006

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

           For the transition period from ___________ to ___________.

                         Commission File Number 0-14983

                               NUTRITION 21, INC.
             (Exact Name of Registrant as Specified in its Charter)

               New York                                 11-2653613
    (State or other jurisdiction of                  (I.R.S. Employer
     incorporation or organization)                 Identification No.)

           4 Manhattanville Road
             Purchase, New York                         10577-2197
  (Address of Principal Executive Offices)              (Zip Code)


                                 (914) 701-4500
              (Registrant's telephone number, including Area Code)

                                      None
              (Former name, former address and former fiscal year,
                         if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding twelve (12) months (or for such shorter period that the registrant
was required to file such reports) and (2) has been subject to such filing
requirements for the past ninety (90) days Yes [X] No [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of "accelerated
filer and large accelerated filer" Rule 12b-2 of the Exchange Act.

Large accelerated filer [ ]  Accelerated filer [ ]   Non-accelerated filer [X]

Indicate by check mark whether registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes [ ] No [X]

Indicate the number of shares outstanding of Registrant's Common Stock as of the
latest practicable date.

                  Class                           Outstanding at May 11, 2006
                  -----                           ---------------------------
Common Stock, $0.005 par value per share              42,474,016 shares

<PAGE>



                               NUTRITION 21, INC.

                                      INDEX


<TABLE>
<CAPTION>

    PART I FINANCIAL INFORMATION                                                  PAGE
    ------ ---------------------                                                  ----
<S>        <C>                                                                   <C>
    ITEM 1 Condensed Consolidated Financial Statements (unaudited)

           Condensed Consolidated Balance Sheets at March 31, 2006
                            and June 30, 2005                                        3

           Condensed Consolidated Statements of Operations for the three
                            and nine month periods ended March 31, 2006 and 2005     5

           Condensed Consolidated Statement of Stockholders' Equity for
                            the nine month period ended March 31, 2006               6

           Condensed Consolidated Statements of Cash Flows for the nine
                            month periods ended March 31, 2006 and 2005              7

           Notes to Condensed Consolidated Financial Statements                      8

    ITEM 2 Management's Discussion and Analysis of
             Financial Condition and Results of Operations                          13

    ITEM 3 Quantitative and Qualitative Disclosures
           About Market Risk                                                        15

    ITEM 4 Controls and Procedures                                                  15


    PART IIOTHER INFORMATION

    ITEM 1 Legal Proceedings                                                        16

    ITEM 6 Exhibits                                                                 16
</TABLE>




                                       2

<PAGE>

                               NUTRITION 21, INC.
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                 (in thousands, except share and per share data)

<TABLE>
<CAPTION>
                                                                                  March 31, June 30,
                                                                                    2006      2005
                                                                                   -------   -------
                                                                                 (unaudited) (Note 1)
ASSETS

Current assets:
<S>                                                                                <C>       <C>
    Cash and cash equivalents                                                      $   286   $   675
    Short-term investments                                                           5,000     8,000
    Restricted cash                                                                   --       1,225
    Accounts receivable (less allowance for doubtful accounts and returns of $9)     1,089       779
    Other receivables                                                                  156       279
    Inventories                                                                        798       582
    Prepaid expenses and other current assets                                          663       390
                                                                                   -------   -------
         Total current assets                                                        7,992    11,930
Property and equipment, net                                                            133       249
Patents, trademarks and other intangibles (net of accumulated amortization of
$18,988 at March 31, 2006 and $17,446 at June 30, 2005)                              5,715     7,013

Other assets                                                                           421       488
                                                                                   -------   -------
TOTAL ASSETS                                                                       $14,261   $19,680
                                                                                   =======   =======
</TABLE>

See accompanying notes to condensed consolidated financial statements.

                                       3

<PAGE>

                               NUTRITION 21, INC.
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                 (in thousands, except share and per share data)


<TABLE>
<CAPTION>
                                                                                 March 31,    June 30,
                                                                                    2006        2005
                                                                                  --------    --------
                                                                                (unaudited)   (Note 1)
LIABILITIES AND STOCKHOLDERS' EQUITY

LIABILITIES
<S>                                                                               <C>         <C>
Current liabilities -- accounts payable and accrued expenses                      $  2,726    $  3,929

6% Series I convertible preferred stock subject to mandatory redemption
(redemption value $8,748 and $9,600 at March 31, 2006 and June 30, 2005,
respectively)                                                                        5,593       5,324
                                                                                  --------    --------
          Total liabilities                                                          8,319       9,253
                                                                                  --------    --------
Commitments and contingencies

STOCKHOLDERS' EQUITY:
Preferred stock, $0.01 par value, authorized 5,000,000 shares, 9,600 shares
designated as Series I convertible preferred stock, 9,600 shares issued and
8,748 and 9,600 shares outstanding at March 31, 2006 and June 30, 2005,
respectively                                                                          --          --

Common stock, $0.005 par value, authorized 100,000,000 shares at March 31,
2006 and 65,000,000 at June 30, 2005;
    40,467,323 shares issued and outstanding at March 31, 2006 and 38,156,695
    issued and outstanding at June 30, 2005, respectively                              202         190
Additional paid-in capital                                                          74,279      72,205
Accumulated deficit                                                                (68,539)    (61,968)
                                                                                  --------    --------
          Total stockholders' equity                                                 5,942      10,427
                                                                                  --------    --------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                        $ 14,261    $ 19,680
                                                                                  ========    ========
</TABLE>


See accompanying notes to condensed consolidated financial statements.

                                       4
<PAGE>

                               NUTRITION 21, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                 (in thousands, except share and per share data)
                                   (unaudited)

<TABLE>
<CAPTION>
                                                       Three Months Ended               Nine Months Ended
                                                            March 31,                       March 31,
                                                       2006           2005            2006             2005
                                                   ------------    ------------    ------------    ------------
<S>                                                <C>             <C>             <C>             <C>
Net sales                                          $      2,379    $      2,323    $      7,908    $      7,635
Other revenues                                               82              71             253           1,153
                                                   ------------    ------------    ------------    ------------

TOTAL REVENUES                                            2,461           2,394           8,161           8,788
                                                   ------------    ------------    ------------    ------------
COSTS AND EXPENSES
Cost of revenues                                            584             658           1,861           1,940
Selling, general and administrative expenses              2,605           2,224           8,529           6,611
Research and development expenses                           305             770           1,134           1,884
Depreciation and amortization                               559             596           1,694           1,727
                                                   ------------    ------------    ------------    ------------
TOTAL COSTS AND EXPENSES                                  4,053           4,248          13,218          12,162
                                                   ------------    ------------    ------------    ------------

OPERATING LOSS                                           (1,592)         (1,854)         (5,057)         (3,374)
Interest income                                              48               2             177              29
Interest expense                                            784               6           1,684              18
                                                   ------------    ------------    ------------    ------------
LOSS BEFORE INCOME TAXES                                 (2,328)         (1,858)         (6,564)         (3,363)

Income taxes                                                  2              10               7              19
                                                   ------------    ------------    ------------    ------------

NET LOSS                                           $     (2,330)   $     (1,868)   $     (6,571)   $     (3,382)
                                                   ============    ============    ============    ============

Basic and diluted loss per common share            $      (0.06)   $      (0.05)   $      (0.17)   $      (0.09)
                                                   ============    ============    ============    ============

Weighted average number of common shares - basic
and diluted                                          39,328,637      38,046,671      38,678,346      38,009,950
                                                   ============    ============    ============    ============
</TABLE>

See accompanying notes to condensed consolidated financial statements.


                                       5

<PAGE>

                               NUTRITION 21, INC.
            CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                        (in thousands, except share data)
                                   (unaudited)

<TABLE>
<CAPTION>
                                                                             Additional
                                                                              Paid-In     Accumulated
                                                         Common Stock         Capital       Deficit       Total
                                                   -----------------------   ----------   ----------    ----------

                                                    Shares
                                                   ----------
<S>                                                <C>          <C>          <C>          <C>           <C>
Balance at June 30, 2005                           38,156,695   $      190   $   72,205   $  (61,968)   $   10,427
Charge for stock appreciation rights                   75,582         --             97         --              97

Conversion of 852 shares of Series I convertible
preferred stock to shares of common stock             682,157            4          813         --             817
Issuance of common stock for dividends on Series
I preferred stock                                     490,849            3          424         --             427

Stock-based compensation expense                         --           --            271         --             271

Exercise of stock options and warrants              1,062,040            5          469         --             474
Net loss for the period                                  --           --           --         (6,571)       (6,571)
                                                   ----------   ----------   ----------   ----------    ----------
Balance at March 31, 2006                          40,467,323   $      202   $   74,279   $  (68,539)   $    5,942
                                                   ==========   ==========   ==========   ==========    ==========
</TABLE>



          See accompanying notes to condensed consolidated financial statements.



                                       6

<PAGE>

                               NUTRITION 21, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (in thousands)
                                   (unaudited)

<TABLE>
<CAPTION>
                                                                                    Nine Months Ended
                                                                                        March 31,
                                                                                     2006       2005
                                                                                    -------    -------
Cash flows from operating activities:
<S>                                                                                 <C>        <C>
    Net loss                                                                        $(6,571)   $(3,382)
    Adjustments to reconcile net loss to net cash used in operating activities:
        Depreciation of property and equipment                                          128        145
        Amortization of intangibles                                                   1,566      1,582
        Accretion of preferred stock and amortization of deferred financing costs     1,198       --
        Series I convertible preferred stock dividend charged as interest expense       427       --
        Stock-based compensation expense                                                271       --
        Charge for stock appreciation rights                                             97        143
        Issuance of warrants for services                                              --            7
        Changes in operating assets and liabilities:
           Accounts receivable                                                         (310)       197
           Other receivables                                                            123         66
           Inventories                                                                 (216)       726
           Prepaid expenses and other current assets                                   (273)      (148)
           Accounts payable and accrued expenses                                     (1,214)       367
                                                                                    -------    -------
               Net cash used in operating activities                                 (4,774)      (297)
                                                                                    -------    -------
Cash flows from investing activities:
    Contingent payments for acquisitions                                               (134)      (137)
    Purchases of property and equipment                                                 (12)       (35)
    Payments for patents and trademarks                                                (123)      (206)
    Redemption of investments available for sale                                      3,000       --
    Decrease (increase) in restricted cash                                            1,225     (1,225)
                                                                                    -------    -------
                  Net cash provided by (used in) investing activities                 3,956     (1,603)
                                                                                    -------    -------
Cash flows from financing activities:
    Proceeds from stock option and warrant exercises                                    474          5
    Proceeds from issuance of Series I convertible preferred stock,
      net of issuance costs                                                            --        8,617
     Additional issuance costs related to Series I convertible preferred stock          (45)      --
                                                                                    -------    -------
                   Net cash provided by financing activities                            429      8,622
                                                                                    -------    -------
Net increase (decrease) in cash and cash equivalents                                   (389)     6,722
Cash and cash equivalents at beginning of period                                        675      2,164
                                                                                    -------    -------
Cash and cash equivalents at end of period                                          $   286    $ 8,886
                                                                                    =======    =======
</TABLE>

See accompanying notes to condensed consolidated financial statements.

                                       7

<PAGE>
                               NUTRITION 21, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                       ($ in thousands, except share data)
                                   (unaudited)

  Note 1      BASIS OF PRESENTATION

              The accompanying unaudited condensed consolidated financial
              statements have been prepared in accordance with accounting
              principles generally accepted in the United States for interim
              financial information and with the instructions to Form 10-Q and
              Article 10 of Regulation S-X. Accordingly, they do not include all
              of the information and footnotes required by accounting principles
              generally accepted in the United States for complete financial
              statements. In the opinion of management, all adjustments
              (consisting of normal recurring adjustments) considered necessary
              for a fair presentation have been included. Operating results for
              the three and nine month periods ended March 31, 2006 are not
              necessarily indicative of the results that may be expected for the
              year ending June 30, 2006. The Company reports on the basis that
              it is one business segment.

              The condensed consolidated balance sheet at June 30, 2005 has been
              derived from the audited consolidated financial statements at that
              date, but does not include all of the information and footnotes
              required by accounting principles generally accepted in the United
              States for complete financial statements.

              For further information, refer to the consolidated financial
              statements and footnotes thereto included in the Company's Annual
              Report on Form 10-K for the year ended June 30, 2005.

Note 2        SHORT-TERM INVESTMENTS

              Investments in marketable debt securities with maturities beyond
              one year are classified as current assets because of their
              highly-liquid nature. All short-term investments are classified as
              available for sale and are recorded at market value. Realized
              gains and losses are determined using the specific identification
              method. Unrealized gains and losses would be reflected in
              Accumulated Other Comprehensive Income, if material.

              Short-term investments are comprised as follows (in thousands):

                                                    March 31,   June 30,
                                                      2006       2005
                                                     ------     ------
        2.03% corporate bond,  maturing 12/22/05     $ --       $1,000
        3.87% corporate bond, maturing 12/15/06       1,000      1,000
        Variable corporate bond, maturing 05/05/06    1,000      1,000
        Auction rate securities (1)                   3,000      5,000
                                                     ------     ------
                                                     $5,000     $8,000
                                                     ======     ======


              (1)Auction rate securities are instruments whose interest rate or
              dividends are reset at specific frequencies. The typical reset
              periods are either 28 or 35 days, but may be as short as seven
              days or as long as one year.

  Note 3      STOCK-BASED COMPENSATION

              In December 2004, the Financial Accounting Standards Board (FAS)
              revised Statement of Financial Accounting Standards No. 123 (FAS
              123R), "Share-Based Payment," which establishes accounting for
              share-based awards exchanged for employee services and requires
              companies to expense the estimated fair value of these awards over
              the requisite employee service period. On April 14, 2005, the US
              Securities and Exchange Commission adopted a new rule amending the
              effective dates for FAS 123R. In accordance with the new rule, the
              Company adopted the accounting provisions of FAS 123R beginning in
              the first quarter of fiscal year 2006.

                                       8
<PAGE>


                               NUTRITION 21, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                       ($ in thousands, except share data)
                                   (unaudited)


  Note 3      STOCK-BASED COMPENSATION (continued
              -----------------------------------

              Under FAS 123(R), share-based compensation cost is measured at the
              grant date, based on the estimated fair value of the award, and is
              recognized as expense over the employee's requisite service
              period. The Company has no awards with market or performance
              conditions. The Company adopted the provisions of FAS 123R on July
              1, 2006, the first day of the Company's fiscal year, using the
              modified prospective application, which provides for certain
              changes to the method for valuing share-based compensation. Under
              the modified prospective application, prior periods are not
              revised for comparative purposes. The valuation provisions of
              FAS123R apply to new awards and to awards that are outstanding on
              the effective date and subsequently modified or cancelled.
              Estimated compensation expense for awards outstanding on the
              effective date will be recognized over the remaining service
              period using the compensation cost calculated for pro forma
              disclosure purposes under FAS Statement No. 123, "Accounting for
              Stock-Based Compensation" (FAS 123).

              On November 10, 2005, the FASB issued FASB Staff Position No. FAS
              123R-3, "Transition Election Related to Accounting for Tax Effects
              of Share-Based Payment Awards." The Company has elected to adopt
              the alternative transition method provided in this FASB Staff
              Position for calculating the tax effects of share-based
              compensation pursuant to FAS 123(R). The alternative transition
              method includes a simplified method to establish the beginning
              balance of the additional paid-in capital pool (APIC pool) related
              to the tax effects of employee share-based compensation, which is
              available to absorb tax deficiencies recognized subsequent to the
              adoption of FAS 123R.

              Share-Based Compensation Information under FAS 123R

              The weighted average estimated fair value of employee stock
              options granted during the nine months ended March 31, 2006 was
              $0.51 per share using the Black-Scholes model with the following
              weighted average assumptions (annualized percentages): Volatility
              99.7%; risk-free interest rate 4.7%; dividend yield 0%; post-
              vesting forfeiture rate 5% and expected life-years-3.0.

              The risk-free interest rate assumption is based upon observed
              interest rates appropriate for the terms of the Company's employee
              stock options. The Company has not paid, nor does it contemplate
              paying a dividend in the near future. As such a 0% dividend yield
              appears appropriate. The post vesting forfeiture rate and the
              years of expected life are based on the Company's historical
              option cancellation and employee exercise information,
              respectively.

              As share-based compensation expense recognized in the condensed
              consolidated statement of operations for the nine months ended
              March 31, 2006 is based on awards ultimately expected to vest, it
              should be reduced for estimated forfeitures. FAS 123R requires
              forfeitures to be estimated at the time of grant and revised, if
              necessary, in subsequent periods if actual forfeitures differ from
              those estimates. Pre-vesting forfeitures are estimated to be
              approximately 5%, based on historical experience.

              For share-based awards granted in fiscal year 2006, the total
              estimated share-based compensation expense, recognized for each of
              the three and nine months ended March 31, 2006 was $77,000.

              The Company recorded $46,000 and $194,000, respectively, in
              share-based compensation expense in the three and nine months
              ended March 31, 2006 related to share-based awards granted prior
              to fiscal year 2006.

              At March 31, 2006, total unrecognized compensation cost related to
              non-vested awards, granted prior to fiscal year 2006 was $192,000,
              which is expected to be recognized over a weighted average period
              of 1.6 years.

              A summary of option activity as of March 31, 2006 and changes
              during the three months then ended is presented below:

                                       9
<PAGE>

                               NUTRITION 21, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                       ($ in thousands, except share data)
                                   (unaudited)


  Note 3      STOCK-BASED COMPENSATION (continued)


<TABLE>
<CAPTION>
                                                                                             Weighted-Average   Aggregate
                                                                Shares     Weighted-Average     Remaining     Intrinsic Value
                                 Options                        (000)       Exercise Price    Contractual         ($000)
                                 -------                        -----       --------------    ------------        ------
                                                                                                  Term
                                                                                                  ----
<S>                                                             <C>        <C>                 <C>             <C>
              Outstanding at January 1, 2006                     5,865           $0.89
              Granted                                              100           $1.04
              Exercised                                           (897)          $0.44
              Forfeited or expired                                (104)          $1.59
                                                                 -----
              Outstanding at March 31, 2006                      4,964           $0.91             6.3            $6,156
                                                                 =====           =====             ===            ======
              Exercisable at March 31, 2006                      3,994           $0.96             5.1            $4,753
                                                                 =====           =====             ===            ======
</TABLE>

              Pro Forma Information under FAS 123 for Periods Prior to Fiscal
              2006

              Prior to adopting the provisions of FAS 123R, the Company recorded
              estimated compensation expense for employee stock options based
              upon their intrinsic value on the date of grant pursuant to
              Accounting Principles Board Opinion 25 (APB 25), "Accounting for
              Stock Issued to Employees" and provided the required pro forma
              disclosures of FAS 123. Because the Company established the
              exercise price based on the fair market value of the Common Stock
              at the date of grant the stock options had no intrinsic value upon
              grant, and therefore no estimated expense was recorded prior to
              adopting FAS 123R. Each accounting period, the Company reported
              the potential dilutive impact of stock options in its diluted
              earnings per common share using the treasury -stock method. Out-
              of-the-money stock options were not included in diluted earnings
              per common share as their effect was anti-dilutive.

              For purposes of pro forma disclosures under FAS 123 for the three
              and nine month periods ended March 31, 2005, the estimated fair
              value of the share-based awards was assumed to be amortized over
              their vesting periods. The pro forma effects of recognizing
              estimated compensation expense under the fair value method on net
              income and loss per common share were as follows:


<TABLE>
<CAPTION>
                                                    Three Months Ended        Nine Months Ended
                                                          March 31,               March 31,
                                                            2005                    2005
                                                           -------               ---------
<S>                                                        <C>                   <C>
Net loss as reported                                       $(1,868)              $  (3,382)
Deduct:  Total stock-based employee compensation expense
determined under fair value-based method for all awards
                                                               (62)                   (186)
                                                           -------               ---------

Pro forma net loss                                         $(1,930)              $  (3,568)
                                                           =======               =========

 Loss per share:
   Basic and diluted  - as reported                        $ (0.05)              $   (0.09)
   Basic and diluted - pro forma                           $ (0.05)              $   (0.09)
</TABLE>

                                       10

<PAGE>


                               NUTRITION 21, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                       ($ in thousands, except share data)
                                   (unaudited)

Note 4       INVENTORIES

             Inventories at March 31, 2006 and June 30, 2005 consist primarily
             of finished goods as well as consigned inventory.

Note 5       LOSS PER COMMON SHARE

             Diluted loss per common share for the three and nine month periods
             ended March 31, 2006 and 2005 does not reflect the total of any
             incremental shares related to the assumed conversion or exercise of
             preferred stock, stock options and warrants (9,304,281 and
             9,896,531 shares for the three months ended March 31, 2006 and
             2005, respectively, and 8,809,419 and 9,357,416 shares for the nine
             months ended March 31, 2006 and 2005, respectively) as the effect
             of such inclusion would be anti-dilutive.

Note 6       SUPPLEMENTAL CASH FLOW INFORMATION

<TABLE>
<CAPTION>
                                                                                      Nine months ended
                                                                                          March 31,

                                                                                         2006   2005
                                                                                         ----   ----
Supplemental disclosure of cash flow information:
<S>                                                                                      <C>    <C>
           Cash paid for income taxes                                                    $  7   $  5

Supplemental schedule of non-cash financing activities:
      Obligation for N21 contingent payments                                             $145   $129
      Debt issuance costs in connection with Series I convertible preferred stock        $--    $584
           Non-cash issuance of common  shares on conversion of 852 shares of Series I
           convertible preferred stock                                                   $817   $--
           Subscriptions receivable relating to sale of preferred stock
           (paid in April 2005)                                                          $--    $930

           Issuance of stock for deferred compensation                                   $--    $ 25
</TABLE>


Note 7       6% SERIES I CONVERTIBLE PREFERRED STOCK

             Cumulative dividends of 6% of the stated value per share per annum
             may be paid in cash or common stock at the sole election of the
             Company. Dividends shall be valued at 90% of the average of the 20
             VWAPs (daily volume weighted average price of the Company's common
             stock) immediately prior to the dividend payment date. For the nine
             month period ended March 31, 2006, the Company issued 490,849
             shares of common stock in lieu of a cash dividend.

Note 8       LEGAL PROCEEDINGS

             In connection with the termination of the employment of Andrew
             Wertheim (a former executive officer), the Company deposited $1.2
             million as security with the Clerk of the District Court for the
             payment of damages and interest awarded the former executive. The
             $1.2 million was originally classified as restricted cash in the
             Company's financial statements. In November 2005, the former
             executive received $1.1 million of the security deposit and $0.1
             million was returned to the Company.

             On September 3, 2004, QVC filed a suit against the Company alleging
             that QVC has the right to return product to the Company and receive
             a payment of $551,715, and for $5,706 for certain services QVC
             allegedly rendered to the Company. The Company and QVC settled this
             suit for a payment of $390,000 made by the Company on April 20,
             2006.

                                       11
<PAGE>


                               NUTRITION 21, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                       ($ in thousands, except share data)
                                   (unaudited)


Note 9     SUBSEQUENT EVENT

           On April 4, 2006, 1,349 shares of Series I preferred stock and
           associated interest thereon were converted into 1,081,738 shares of
           the Company's common stock.





























                                       12
<PAGE>



Item 2  -  Management's Discussion and Analysis of Financial Condition and
           Results of Operations

           The following discussion should be read in conjunction with the
           condensed consolidated financial statements and related notes thereto
           of the Company included elsewhere herein.

           Forward-Looking Statements and Risk Factors

           This quarterly report and the documents incorporated by reference
           contain forward-looking statements which are intended to fall within
           the "safe harbor" provisions of the Private Securities Litigation
           Reform Act of 1995. Words such as "anticipates", "expects",
           "intends", "plans", "believes", "seeks", and "estimates" and similar
           expressions identify forward-looking statements. Statements that are
           "forward-looking statements" are based on current expectations and
           assumptions that are subject to risks and uncertainties. Actual
           performance and results could differ materially because of factors
           such as those set forth under "Risk Factors" in Form S-3 filed with
           the Securities and Exchange Commission on March 31, 2006.

           General

           The Company's revenues are primarily derived from the sale of
           proprietary ingredients, together with the grant of patent licenses
           to use the ingredients, to manufacturers of vitamin and mineral
           supplements. The fees for the licenses are bundled on an
           undifferentiated basis with the price that the Company charges for
           its ingredients, since licenses are never sold separately.

           Cost of revenues includes both direct and indirect manufacturing
           costs. Research and development expenses include internal
           expenditures as well as expenses associated with third party
           providers. Selling, general and administrative expenses include
           salaries and overhead, third party fees and expenses, and costs
           associated with the selling of the Company's products. The Company
           capitalizes patent costs and intangible assets, and amortizes them
           over periods not to exceed seventeen years.

           Results of Operations

           Revenues

           Net product sales for the three month period ended March 31, 2006 was
           $2.4 million compared to $2.3 million for the same period a year ago.
           Sales of the Company's proprietary ingredient, chromium picolinate,
           account for the improvement in sales.

           For the nine month period ended March 31, 2006, net product sales of
           $7.9 million increased $0.3 million when compared to $7.6 million for
           the same period a year ago, due primarily to an improvement in the
           Company's ingredient sales.

           Other revenues were $82,000 and $71,000 for the three month periods
           ended March 31, 2006 and 2005, respectively. Other revenues for the
           nine month period ended March 31, 2006 was $0.3 million, compared to
           $1.2 million in the same period a year ago. A $1.0 million
           non-refundable payment from ImmuCell Corporation for waiving our
           rights to receive potential milestone and royalty payments did not
           recur in the current periods.

           Cost of revenues

           Cost of revenues for the three and nine month periods ended March 31,
           2006 of $0.6 million and $1.9 million, respectively, were comparable
           to the same periods a year ago, as the mix of products sold was
           similar in the periods noted above.

                                       13
<PAGE>

Item 2  -  Management's Discussion and Analysis of Financial Condition and
           Results of Operations (continued)


           Selling, general and administrative expenses (SG&A)

           SG&A expenses for the three and nine month periods ended March 31,
           2006 were $2.6 million and $8.5 million, respectively, compared to
           $2.2 million and $6.6 million, respectively, for the same periods a
           year ago. The current fiscal quarter included a $0.4 million charge
           as a result of increased legal expenses associated with the
           prosecution of a patent infringement lawsuit.

           The increase of $1.9 million in the nine month period ended March 31,
           2006, when compared to the same period a year ago, is due primarily
           to a $0.4 million charge as a result of the departure of a former
           executive officer and others as well as legal costs of $0.6 million
           associated with the prosecution of a patent infringement lawsuit. In
           addition, there were increased marketing and communications
           expenditures of $0.9 million related to our chromium picolinate
           products.

           The effect of the adoption of SFAS 123R was a charge of $0.3 million
           in the nine month period ended March 31, 2006.

           Research and development expenses

           Research and development expenses for the three and nine month
           periods ended March 31, 2006 were $0.3 million and $1.1 million,
           respectively, compared to $0.8 million and $1.9 million,
           respectively, for the same periods a year ago. The decrease is
           largely due to a reduction in spending to validate new chromium
           applications.

           Depreciation and amortization

           Depreciation and amortization for each of the three and nine month
           periods ended March 31, 2006 and 2005 was approximately $0.6 million
           and $1.7 million, respectively.

           Operating Loss

           Operating loss for the three and nine month periods ended March 31,
           2006 was $1.6 million and $5.1 million, respectively, compared to an
           operating loss of $1.9 million and $3.4 million, respectively, for
           the same periods a year ago.

           Interest expense and interest income

           Interest expense, net of interest income for the three and nine month
           periods ended March 31, 2006 was $0.7 million and $1.5 million,
           respectively, compared to interest expense, net of interest income of
           $4 thousand for the three months ended March 31, 2005 and interest
           income, net of expense of $11 thousand for the nine months ended
           March 31, 2005. Amortization of debt issuance costs, accretion of
           preferred stock and the value of common stock issued to pay dividends
           on preferred stock that was charged as interest expense account for
           the increase.

           Liquidity and Capital Resources

           Unrestricted cash, cash equivalents and short-term investments at
           March 31, 2006, were $5.3 million compared to $8.7 million at June
           30, 2005. As of March 31, 2006, the Company had working capital of
           $5.3 million compared to $8.0 million as of June 30, 2005.

                                       14
<PAGE>


Item 2  -  Management's Discussion and Analysis of Financial Condition and
           Results of Operations (continued)

           During the nine month period ended March 31, 2006, net cash of $4.8
           million was used in operating activities, compared to $0.3 million in
           the comparable period a year ago. An increase of $1.5 million in the
           net loss adjusted to exclude non-cash operating expenditures combined
           with a net decrease in operating assets and liabilities, net of $3.0
           million account for the change.

           During the nine month period ended March 31, 2006 net cash provided
           by investing activities was $4.0 million. The Company redeemed $3.0
           million of its short-term investments in the nine month period ended
           March 31, 2006 and used $1.2 million of restricted cash to settle its
           legal obligation with a former executive officer.

           The Company believes that cash on hand and cash generated from
           operations will provide sufficient liquidity at least through March
           31, 2007. Long-term liquidity is dependent upon achieving future
           profitability or raising additional financing.

           Future increases in marketing and research and development expenses
           over the present levels may require additional funds. The Company
           intends to seek any necessary additional funding through arrangements
           with corporate collaborators, through public or private sales of its
           securities, including equity securities, or through bank financing.

           Recently Issued Accounting Pronouncements

           The Company does not expect any recently issued accounting
           pronouncements to have a material effect on its consolidated
           financial statements in subsequent periods.

Item 3  -  Quantitative and Qualitative Disclosures about Market Risk

           Market risk represents the risk of changes in value of a financial
           instrument, derivative or non-derivative, caused by fluctuations in
           interest rates, foreign exchange rates and equity prices. The Company
           has no financial instruments that give it exposure to foreign
           exchange rates or equity prices.

Item 4  -  Controls and Procedures

           An evaluation has been carried out under the supervision and with the
           participation of our management, including our Chief Executive
           Officer and Chief Financial Officer, of the effectiveness of the
           design and the operation of our "disclosure controls and procedures"
           (as such term is defined in Rule 13a-15(e) under the Securities
           Exchange Act of 1934) as of March 31, 2006 ("Evaluation Date"). Based
           on such evaluation, our Chief Executive Officer and Chief Financial
           Officer have concluded that, as of the Evaluation Date, the
           disclosure controls and procedures are reasonably designed and
           effective to ensure that (i) information required to be disclosed by
           us in the reports we file or submit under the Securities Exchange Act
           of 1934 is recorded, processed, summarized and reported within the
           time periods specified in the SEC's rules and forms, and (ii) such
           information is accumulated and communicated to our management,
           including our Chief Executive Officer and Chief Financial Officer, as
           appropriate to allow timely decisions regarding required disclosure.

           During the quarter ended March 31, 2006, there have been no changes
           in our internal controls over financial reporting or in other
           factors, which have significantly affected, or are reasonably likely
           to significantly affect, our internal controls over financial
           reporting subsequent to such evaluation.

                                       15

<PAGE>

                           PART II - OTHER INFORMATION

Item 1 - Legal Proceedings

         The Company in the ordinary course of its business has brought patent
         infringement actions against companies that it believes have sold
         chromium picolinate in violation of the Company's patent rights. As of
         this date, one patent infringement action is ongoing against General
         Nutrition Corporation for infringement of three chromium method of use
         patents. The Company is evaluating bringing other patent infringement
         actions.

         On September 3, 2004, QVC filed a suit against the Company alleging
         that QVC has the right to return product to the Company and receive a
         payment of $551,715, and for $5,706 for certain services QVC allegedly
         rendered to the Company. The Company and QVC settled this suit for a
         payment by the Company of $390,000 made on April 20, 2006.

Items 1A, 2, 3, 4 and 5 are not applicable and have been omitted.

Item 6 - Exhibits

         (a)      Exhibits

                  31.1  Certifications of the President and Chief Executive
                        Officer pursuant to Section 302 of the Sarbanes-Oxley
                        Act of 2002.

                  31.2  Certifications of the Chief Financial Officer pursuant
                        to Section 302 of the Sarbanes-Oxley Act of 2002.

                  32.1  Certifications of the President and Chief Executive
                        Officer pursuant to Section 906 of the Sarbanes-Oxley
                        Act of 2002.

                  32.2  Certification of the Chief Financial Officer pursuant to
                        Section 906 of the Sarbanes-Ozley Act of 2002.






                                       16

<PAGE>

                               NUTRITION 21, INC.

                                   SIGNATURES



Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.





                                       NUTRITION 21, INC.
                                       ------------------
                                       Registrant

Date:  May 15, 2006                    By: /s/ Paul Intlekofer
                                           -------------------
                                           Paul Intlekofer
                                           President and
                                           Chief Executive Officer
                                           (Principal Executive Officer)














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