<PAGE>

                                  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, 2003

[  ]  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 incorporation            (I.R.S. Employer
or organization)                                        Identification No.)

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

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

           Securities registered pursuant to Section 12(b) of the Act:
                                      None
                                      ----

           Securities registered pursuant to Section 12(g) of the Act:
                    Common Stock (par value $.005 per share)
                    ----------------------------------------
                                 Title of Class

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
              -----                 -----


The number of shares  outstanding  of  Registrant's  Common  Stock as of May 12,
2003: 33,602,990.

<PAGE>



                               NUTRITION 21, INC.

                                      INDEX


PART I    FINANCIAL INFORMATION                                     PAGE
------    ---------------------                                     ----


ITEM 1    Consolidated Financial Statements (unaudited)


          Consolidated Balance Sheets at March 31, 2003
            and June 30, 2002                                         3

          Consolidated Statements of Operations for the three
            and nine months ended March 31, 2003 and 2002             5

          Consolidated Statement of Stockholders' Equity for
            the nine months ended March 31, 2003                      6

          Consolidated Statements of Cash Flows for the nine
           months ended March 31, 2003 and 2002                       7

          Notes to 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                                          17

ITEM 4    Controls and Procedures                                    17


PART II   OTHER INFORMATION

ITEM 1    Legal Proceedings                                          18

ITEM 5    Other Information                                          18

ITEM 6    Exhibits and Reports on Form 8-K                           18


                                       2

<PAGE>


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

<TABLE>
<CAPTION>


                                                                                MARCH 31,     JUNE 30,
                                                                                  2003          2002
                                                                                  ----          ----
                                                                               (unaudited)    (Note 1)
<S>                                                                             <C>           <C>
ASSETS

Current assets:
    Cash and cash equivalents                                                       $ 4,787   $ 3,974
    Short-term investments                                                             --       1,000
    Accounts receivable (less allowance for doubtful accounts of $19 at March 31,
    2003 and June 30, 2002, respectively)                                             1,460     2,219

    Other receivables                                                                   303     1,097

    Inventories                                                                         940     1,075

    Prepaid expense and other current assets                                            307       788
                                                                                    -------   -------
         Total current assets                                                         7,797    10,153
Property and equipment, net                                                             583       654

Patents and trademarks (net of accumulated amortization of $14,458 at March 31,
2003 and $12,721 at June 30, 2002)                                                   15,526    17,073
Other assets                                                                            221       220
                                                                                    -------   -------
TOTAL ASSETS                                                                        $24,127   $28,100
                                                                                    =======   =======
</TABLE>

See accompanying notes to consolidated financial statements.

                                       3
<PAGE>



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

<TABLE>
<CAPTION>


                                                                                MARCH 31,     JUNE 30,
                                                                                  2003          2002
                                                                                  ----          ----
                                                                               (unaudited)     (Note 1)
<S>                                                                             <C>           <C>
LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities;
      Accounts payable and accrued expenses                                       $  1,699    $  2,102
      Contingent payments payable                                                       29          43
      Preferred dividends payable                                                        2           6
                                                                                   -------    --------
             Total current liabilities                                               1,730       2,151

TOTAL LIABILITIES                                                                    1,730       2,151
                                                                                   -------    --------
Commitments and contingent liabilities

STOCKHOLDERS' EQUITY:
Preferred stock, $0.01 par value, authorized 5,000,000 shares

    Series G convertible preferred, 1,769 shares issued: 188 shares and 471
    shares outstanding at March 31, 2003 and June 30, 2002, respectively
    (aggregate liquidation value - $193)                                               188         471

    Common stock, $0.005 par value, authorized 65,000,000 shares;
     33,602,990 shares issued and outstanding at March 31, 2003 and 33,048,655
     shares issued at June 30, 2002                                                    168         165

Additional paid-in capital                                                          64,080      63,936

Accumulated deficit                                                                (42,039)    (38,501)

Less treasury stock, at cost, 136,000 shares                                            --        (122)
                                                                                  --------    --------
TOTAL STOCKHOLDERS' EQUITY                                                        $ 22,397    $ 25,949
                                                                                              --------
  TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                      $ 24,127    $ 28,100
                                                                                  ========    ========

</TABLE>

See accompanying notes to consolidated financial statements.


                                       4
<PAGE>


                               NUTRITION 21, INC.
                      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,
                                                     2003                2002          2003               2002
                                                     ----                ----          ----               ----
<S>                                               <C>               <C>               <C>              <C>
Net sales                                         $  3,082          $  3,912          $  8,605          $ 10,544
Other revenues                                          50                75               175               304
                                                  --------          --------          --------          --------

REVENUES                                             3,132             3,987             8,780            10,848
Cost of goods sold                                   1,017             1,274             2,808             3,385
                                                  --------          --------          --------          --------
GROSS PROFIT                                         2,115             2,713             5,972             7,463
Research and development expenses                      561               276             1,401               686
Selling, general and administrative
expenses                                             2,362             2,058             6,383             5,516
Depreciation and amortization                          649               641             2,046             1,962
                                                  --------          --------          --------          --------

OPERATING (LOSS)                                    (1,457)             (262)           (3,858)             (701)
Interest income                                         13                11                54                76
Snterest expense                                         5                46                27                96
Other income, net                                       --                --                --             1,794
                                                  --------          --------          --------          --------
(LOSS) INCOME BEFORE INCOME TAXES
                                                    (1,449)             (297)           (3,831)            1,073
Income taxes (benefit)                                (306)             (100)             (306)              366
                                                  --------          --------          --------          --------
NET (LOSS) INCOME                                 $ (1,143)         $   (197)         $ (3,525)         $    707
                                                  ========          ========          ========          ========
Basic (loss) earnings per share                   $  (0.03)         $  (0.01)         $  (0.11)         $   0.02
                                                  ========          ========          ========          ========
Diluted (loss) earnings per share                 $  (0.03)         $  (0.01)         $  (0.11)         $   0.02
                                                  ========          ========          ========          ========
Weighted average number of common shares -
basic                                               33,603            32,995            33,212            32,523
                                                  ========          ========          ========          ========
Weighted average number of common shares
and equivalents - diluted
                                                    33,603            33,018            33,212            32,550
                                                  ========          ========          ========          ========
</TABLE>


See accompanying notes to consolidated financial statements.

                                       5
<PAGE>


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

<TABLE>
<CAPTION>

                                                                               ADDITIONAL
                                     PREFERRED STOCK                             PAID-IN    ACCUMULATED     TREASURY
                                         SERIES G             COMMON STOCK       CAPITAL      DEFICIT         STOCK     TOTAL
                                     ----------------   --------------------    ----------  ------------     -------    -----
                                     SHARES      $        SHARES          $         $           $              $          $
                                     --------    --     -----------      --        --           --             --         --
<S>                                  <C>        <C>     <C>             <C>       <C>       <C>            <C>        <C>
 Balance at June 30, 2002             471       $471    33,048,655      $165     $63,936    $(38,501)      $ (122)    $25,949
 Preferred stock dividends declared    --        --            --         --          --         (13)          --         (13)
 Issuance of warrants                  --        --            --         --          24          --           --         24
 Conversion of Series G stock to
 common stock                        (283)     (283)       654,335         4         279          --           --         --
 Repurchase of common stock for
 treasury                              --        --       (100,000)       --          --          --          (38)       (38)
 Retirement of treasury stock          --        --         --            (1)       (159)         --          160         --
 Net loss for the period               --        --         --            --          --      (3,525)          --     (3,525)
                                     ----      ----     ----------      ----     -------    ---------        ----    -------
 Balance at March 31, 2003            188      $188     33,602,990      $168     $64,080    $(42,039)        $ --    $22,397
                                     ====      ====     ==========      ====     =======    =========        ====    =======
</TABLE>


See accompanying notes to consolidated financial statements.

                                       6



<PAGE>


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



<TABLE>
<CAPTION>
                                                                                       NINE MONTHS ENDED
                                                                                           MARCH 31,
                                                                                      2003             2002
                                                                                      ----             ----
<S>                                                                                <C>             <C>
Cash flows from operating activities:
    Net (loss) income                                                               $(3,525)       $   707
    Adjustments to reconcile net (loss) income to net cash
       provided by operating activities:
        Depreciation and amortization                                                 2,046          1,962
        Gain on sale of assets                                                         --              (55)
        Other non-cash items                                                             24             74
        Changes in operating assets and liabilities:
           Accounts receivable                                                          759          2,001
           Other receivables                                                            793            334
           Inventories                                                                  135           (130)
           Prepaid and other current assets                                             481             (4)
           Other assets                                                                --              111
           Accounts payable and accrued expenses                                       (403)        (1,473)
                                                                                    -------        -------
               Net cash provided by operating activities                                310          3,527
                                                                                    --------        -------
Cash flows from investing activities:
    Contingent payments for acquisitions                                               (106)        (2,746)
    Purchases of property and equipment                                                 (88)           (82)
    Payments for patents and trademarks                                                (248)          (325)
    Proceeds from sale of assets                                                       --              100
    Sale of investments                                                               1,000           --
                                                                                    -------        -------
        Net cash provided by (used in) investing activities                             558         (3,053)
                                                                                    -------        -------
Cash flows from financing activities:
    Debt repayments                                                                    --           (1,125)
    Preferred stock dividends paid                                                      (17)           (55)
    Purchase of common stock for treasury                                               (38)          (122)
    Redemption of redeemable preferred stock                                           --             (348)
                                                                                    -------        -------
        Net cash used in financing activities                                           (55)        (1,650)
                                                                                    -------        -------
Net increase (decrease) in cash and cash equivalents                                    813         (1,176)
Cash and cash equivalents at beginning of period                                      3,974          5,355
                                                                                    -------        -------
Cash and cash equivalents at end of period                                          $ 4,787        $ 4,179
                                                                                    =======        =======

</TABLE>



See accompanying notes to consolidated financial statements.

                                       7

<PAGE>



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

NOTE 1    BASIS OF PRESENTATION

          The accompanying unaudited 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, 2003 are not necessarily  indicative of the results that may
          be expected for the year ending June 30, 2003.

          The balance  sheet at June 30, 2002 has been  derived from the audited
          financial  statements  at that date,  but does not  include all of the
          information and footnotes  required by generally  accepted  accounting
          principles 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, 2002.


NOTE 2    SIGNIFICANT ACCOUNTING PRONOUNCEMENTS

          In  December  2002,  the FASB issued  SFAS No.  148,  "Accounting  for
          Stock-Based  Compensation-Transition  and  Disclosure-an  amendment of
          FASB Statement No. 123." SFAS No 148 amends SFAS No. 123,  "Accounting
          for  Stock-Based  Compensation,"  to  provide  alternative  methods of
          transition  for a voluntary  change to the fair value based  method of
          accounting for stock-based employee  compensation.  In addition,  SFAS
          No. 148 amends the disclosure  requirements of SFAS No. 123 to require
          prominent  disclosures in both annual and interim financial statements
          about the method of accounting for stock-based  employee  compensation
          and the effect of the method  used on  reported  results.  The Company
          adopted the disclosure  provisions of SFAS No. 148 effective  December
          31, 2002.

          In October  2001,  the FASB issued SFAS No. 144,  "Accounting  for the
          Impairment or Disposal of Long-Lived  Assets." The FASB's new rules on
          asset  impairment   supersede  SFAS  No.  121,   "Accounting  for  the
          Impairment  of  Long-Lived  Assets  and for  Long-Lived  Assets  to be
          Disposed of," and is effective for the Company's fiscal year beginning
          July 1, 2002.  For the three and nine month  periods  ended  March 31,
          2003, there was no material impact as a result of the adoption of this
          standard.

NOTE 3    STOCK-BASED COMPENSATION

          The Company  continues to account for stock-based  compensation  using
          the intrinsic value method  prescribed in Accounting  Principles Board
          Opinion  No.  25,   "Accounting   for  Stock  Issued  to   Employees".
          Compensation cost for stock options, if any, is measured as the excess
          of the quoted market price of the Company's stock at the date of grant
          over the amount an employee must pay to acquire the stock.

          Statement  of  Financial   Accounting   Standards  ("SFAS")  No.  123,
          "Accounting for Stock-Based  Compensation," established accounting and
          disclosure  requirements  using a fair-value  method of accounting for
          stock-based  employee  compensation  plans. The Company has elected to
          remain on its current method of accounting as described above, and has
          adopted the disclosure requirements of SFAS No. 123.

          The Company  applies APB  Opinion No. 25 in  accounting  for its Plans
          and,  accordingly,  no  compensation  cost has been  recognized in the
          financial  statements for its employee  stock  options,  which have an
          exercise price equal to the fair value of the stock on the date of the
          grant. Had the Company determined  compensation cost based on the fair
          value at the grant date for its stock  options under SFAS No. 123, the
          Company's net income (loss) would have been reduced (increased) to the
          pro forma amounts indicated below (in thousands):

                                       8
<PAGE>


<TABLE>
<CAPTION>
                                                      THREE MONTHS ENDED                   NINE MONTHS ENDED
                                                           MARCH 31,                            MARCH 31,
                                                  ----------------------------       ----------------------------
                                                    2003                2002            2003                 2002
                                                    ----                ----            ----                 ----
<S>                                              <C>                <C>              <C>                <C>
Net (loss) income as reported                    $  (1,143)         $    (197)       $  (3,525)         $     707
Deduct:  Total stock-based employee
compensation expense determined under fair
value based method for all awards, net of
related tax effects                                    (63)               (55)            (198)              (163)
                                                 ---------          ---------        ---------          ---------

Pro forma net income (loss)                      $  (1,206)         $    (252)       $  (3,723)         $     545
                                                 =========          =========        =========          =========

Earnings (loss) per share
   Basic - as reported                           $   (0.03)         $   (0.01)       $   (0.11)         $    0.02
   Basic - pro forma                             $   (0.04)         $   (0.01)       $   (0.11)         $    0.02

   Diluted - as reported                         $   (0.03)         $   (0.01)       $   (0.11)         $    0.01
   Diluted - pro forma                           $   (0.04)         $   (0.01)       $   (0.11)         $    0.01
</TABLE>



NOTE 4    INVENTORIES

          The  components  of  inventories  at March 31,  2003 and June 30, 2002
          were:

                                          MARCH 31,           JUNE 30,
                                            2003               2002
                                            ----               ----

            Raw materials                   $439                $444
            Finished goods                   501                 631
                                             ---                 ---
            Total inventories               $940              $1,075
                                            ====              ======


NOTE 5    REDEEMABLE PREFERRED STOCK

          During the nine month period  ended March 31, 2003,  283 shares of the
          Company's  Series G Preferred Stock were converted into 654,335 shares
          of the Company's common stock.


                                       9

<PAGE>


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

NOTE 6   EARNINGS PER SHARE

          The following  table sets forth the  computation  of basic and diluted
          earnings (loss) per share for the periods indicated.

<TABLE>
<CAPTION>


        Basic and diluted earnings (loss) per                   Three months ended                    Nine months ended
        share computation:                                           March 31,                           March 31,
                                                             2003                2002              2003              2002
                                                             ----                ----              ----              ----
<S>                                                       <C>               <C>               <C>               <C>
Net (loss) income                                         $     (1,143)     $       (197)     $     (3,525)     $        707
    Less: Dividends on preferred shares                             (2)               (6)              (13)              (39)
         Premium on redemption of
         preferred stock                                          --                --                --                (121)
                                                          ------------      ------------      ------------      ------------
Net (loss) income available to common
stockholders                                              $     (1,145)     $       (203)     $     (3,538)     $        547
                                                          ============      ============      ============      ============
Weighted average shares:                                    33,602,990        32,995,281        33,211,855        32,522,768
                                                          ============      ============      ============      ============
Basic (loss) earnings per share                           $      (0.03)     $      (0.01)     $      (0.11)     $       0.02
                                                          ============      ============      ============      ============
Diluted (loss) earnings per share
computation:

Net (loss) income available to common
stockholders                                              $     (1,145)     $       (203)     $     (3,538)     $        547
  Add:  Dividends on preferred stock                              --                --                --                --
                                                          ------------      ------------      ------------      ------------
Net (loss) income available to common
stockholders                                              $     (1,145)     $       (203)     $     (3,538)     $        547
                                                          ============      ============      ============      ============
Weighted average shares:                                    33,602,990        32,995,281        33,211,855        32,522,768
  Plus incremental shares from assumed conversions:
    Preferred stock                                               --                --                --                --
    Stock option plans                                            --                --                --                --
                                                          ------------      ------------      ------------      ------------
Adjusted weighted average shares                            33,602,990        32,995,281        33,211,855        32,522,768
                                                          ============      ============      ============      ============
Diluted (loss) earnings per share                         $      (0.03)     $      (0.01)     $      (0.11)     $       0.02
                                                          ============      ============      ============      ============
</TABLE>

         Diluted (loss) earnings per share for each of the three and nine month
         periods ended March 31, 2003 and 2002, does not reflect the incremental
         shares from the assumed conversion of preferred stock and stock option
         plans (303,471 and 144,494 and 782,253 and 506,199 shares,
         respectively) as the effect of such inclusion would be antidilutive.

NOTE 7   RESEARCH AND DEVELOPMENT AGREEMENTS

          The  Company's  strategy for the quarter  ended March 31, 2003 and the
          next three  quarters  includes a larger  commitment,  relative  to the
          prior year comparable periods, to spending on research and development
          targeted at validating  earlier  findings  focused on disease specific
          conditions  in the  areas of  diabetes  and  depression.  The  Company
          entered into an agreement with  Comprehensive  NeuroSciences,  Inc., a
          contract research  organization in the neurosciences field, to perform
          studies related to the Company's  anti-depressant  technology that are
          expected to be completed by December  31,  2004.  The Company  entered
          into an agreement with Diabetex,  Inc., a diabetes disease  management
          company,  to  perform  studies  related  to the  Company's  technology
          addressing  blood  glucose  support for people with  diabetes that are
          expected to be completed by December 31, 2004. The Company  expects

                                       10
<PAGE>



          to launch  these  products  under the  Dietary  Supplement  Health and
          Education Act (DSHEA) regulatory pathway,  which customarily  requires
          only nominal  research to support  safety and label claims and is less
          costly and time  consuming  than that  required for drug  development.
          These  large  scale  studies  are being  conducted  to secure  medical
          acceptance and adoption as treatment protocols. The Company's spending
          in these areas of new technology,  however,  is  discretionary  and is
          subject to the availability of funds,  since the agreements permit the
          Company to discontinue  the studies.  There can be no assurances  that
          the Company's  disease  specific product  development  efforts will be
          successfully  completed  or that  the  products  will be  successfully
          manufactured or marketed.

NOTE 8   OTHER INCOME

         In the nine month period ended March 31, 2002, the Company recorded as
         other income $1.8 million from the settlement of patent infringement
         claims related to chromium picolinate as well as a sale of assets.

NOTE 9   INCOME TAXES

         The effective tax rates for the nine-month periods ended March 31, 2003
         and 2002 were a benefit of 8.0% and a 34.0% provision, respectively.
         The benefit was recorded only to the extent of the Company's net
         operating loss carryback. At March 31, 2003, the difference between the
         federal statutory rate of 34% and the actual rate is primarily due to
         changes in the deferred tax asset valuation allowance.

NOTE 10  SEGMENT REPORTING

          A summary of business data for the Company's reportable segments is as
          follows:

          Information by business segment (in thousands):

<TABLE>
<CAPTION>


                                  THREE MONTHS ENDED        NINE MONTHS ENDED
                                      MARCH 31,                  MARCH 31,
                                    2003         2002       2003        2002
                                    ----         ----       ----        ----
<S>                               <C>             <C>       <C>        <C>
Revenues
Nutritional Products               $  3,067    $  3,912    $  8,575    $ 10,483
Pharmaceutical Products                  65          75         205         365
                                   --------    --------    --------    --------
                                   $  3,132    $  3,987    $  8,780    $ 10,848
                                   ========    ========    ========    ========

Operating Income (Loss)
Nutritional Products               $ (1,493)   $ (3,960)   $   (929)   $   (305)
Pharmaceutical Products                  36          43         102         228
                                   --------    --------    --------    --------
                                   $ (1,457)   $   (262)   $ (3,858)   $   (701)
                                   ========    ========    ========    ========
</TABLE>



         The operations of the Company are principally in the United States.

         One nutritional product segment customer accounted for approximately
         16% of the segment revenues in the nine month period ended March 31,
         2003.

Note 11  SUPPLEMENTAL CASH FLOW INFORMATION

<TABLE>
<CAPTION>

                                                                         NINE MONTHS ENDED
                                                                             MARCH 31 ,
                                                                           2003       2002
                                                                           ----       ----
<S>                                                                      <C>         <C>
         Supplemental disclosure of cash flow information:
               Cash paid for interest                                     $17          $57
               Cash paid for income taxes                                 $41         $979

         Supplemental schedule of non-cash financing activities:
               Obligation for purchase of property and equipment          $--         $137
               Obligation for N21 contingent payments                     $29          $41
               Issuance of common stock for Series E conversion           $--         $194
               Issuance of common stock for Series G conversion          $283         $470
</TABLE>

                                       11
<PAGE>


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

NOTE 12   RELATED PARTY TRANSACTIONS

          On January 14, 2003, the Company entered into a financial advisory and
          investment  banking services  agreement with C. E. Unterberg,  Towbin.
          The agreement has a one-year term and provides for a monthly retainer,
          and additional  remuneration upon the sale of securities to investors.
          The  agreement  is  terminable  on thirty days notice and the retainer
          payments cease upon termination of the agreement. John H. Gutfreund is
          Senior  Managing  Director  and  Executive  Committee  member of C. E.
          Unterberg, Towbin and is Chairman of the Company's board of directors.
          On April 30, 2003, the Company gave C. E.  Unterberg,  Towbin a thirty
          day termination notice.


                                       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  consolidated
financial statements and related notes thereto of the Company included elsewhere
herein.

GENERAL

The  Company's  revenues are primarily  derived from:  (i) the sale of nutrition
products  to  manufacturers  of  vitamin  and  mineral  supplements  ("Nutrition
Products"),  and (ii) the sale of  nutrition  bars  and  other  related  dietary
supplement products marketed under the trademarks "Lite Bites" and "Brite Bites"
(the "Lite Bites Business"). The Company has, in addition,  received royalty and
license   income  from  users  of  its  patented   technology   ("Pharmaceutical
Products").

Cost of goods sold  includes  both  direct  and  indirect  manufacturing  costs.
Research 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,  royalty  expenses for
licenses and trademarks,  and costs associated with the selling of the Company's
products. The Company capitalizes patent costs and acquisition-related  goodwill
and intangible assets, and amortizes them,  excluding goodwill effective July 1,
2001, over periods of one to twenty years.

RESULTS OF OPERATIONS

REVENUES

Net sales for the three and nine  month  periods  ended  March 31,  2003 of $3.1
million and $8.6 million, respectively, decreased $0.8 million and $1.9 million,
respectively,  when  compared  to $3.9  million  and $10.5  million for the same
periods a year ago. The decrease is due primarily to a softness in sales of Lite
Bites products sold through QVC. There were no airings on QVC from October, 2002
to February,  2003. Since air-time was  re-initiated in late February,  sales to
QVC for the quarter  were lower than  expected.  For the nine months ended March
31, 2003,  Lite Bites sales were  negatively  impacted by a temporary  hiatus in
airings while  restaging the QVC product  lineup,  as well as limited airings in
the  period.  For the three  months  ended  March 31,  2003,  there was  nominal
additional  revenue  associated  with a  planned  expansion  of the  Lite  Bites
products  into retail  outlets.  The Company  continues  to focus its efforts on
selecting  an  appropriate  partner to expand  distribution  of these  products.
Nutrition  Products' net sales, for the three and nine month periods ended March
31, 2003, remained stable when compared to the comparable periods a year ago.

Net sales,  for the three and nine month  periods  ended March 21, 2003,  remain
stable when compared to  comparable  periods a year ago.  Other  revenues of $50
thousand and $175  thousand for the three and nine month periods ended March 31,
2003,  respectively,  declined  when  compared  to the same  periods a year ago.
License  fee income  earned was lower in the three and nine month  period  ended
March 31, 2003 when compared to the same periods a year ago.

COST OF GOODS SOLD

Cost of goods sold for the three and nine month  periods  ended  March 31,  2003
were $1.0 million and $2.8  million,  compared to $1.3 million and $3.4 million,
respectively,  for the same periods a year ago. Cost of goods primarily reflects
the impact of lower  sales of Lite Bites  products  for the three and nine month
periods  ended March 31, 2003.  Gross margin on product sales of 67.0% and 67.4%
for the  three and nine  month  periods  ended  March  31,  2003,  respectively,
declined 0.4 and 0.4 percentage points, respectively,  when compared to the same
periods a year earlier.

RESEARCH AND DEVELOPMENT EXPENSES

Research  costs were $0.6  million and $1.4 million for the three and nine month
periods  ended March 31, 2003,  respectively,  compared to $0.3 million and $0.7
million,  respectively,  for the same  periods a year ago.  The  increase is due
primarily  to  spending  to  validate  two  new  chromium   Nutrition   Products
applications in diabetes and depression.


The  Company's  strategy for the quarter ended March 31, 2003 and the next three
quarters  includes a larger  commitment,  relative to the prior year  comparable
periods, to spending on research and development  targeted at validating earlier
findings  focused on disease  specific  conditions  in the areas of diabetes and
depression.   The  Company   entered  into  an  agreement   with   Comprehensive
NeuroSciences,  Inc., a contract research  organization in


                                       13
<PAGE>

ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS (CONTINUED)

the   neurosciences   field,   to  perform  studies  related  to  the  Company's
anti-depressant  technology  that are  expected to be  completed by December 31,
2004.  The Company  entered into an agreement  with  Diabetex,  Inc., a diabetes
disease  management  company,  to  perform  studies  related  to  the  Company's
technology  addressing  blood glucose  support for people with diabetes that are
expected to be completed by December  31,  2004.  The Company  expects to launch
these  products  under the Dietary  Supplement  Health and Education Act (DSHEA)
regulatory pathway,  which customarily requires only nominal research to support
safety and label claims and is less costly and time consuming than that required
for drug  development.  These large scale studies are being  conducted to secure
medical acceptance and adoption as treatment  protocols.  The Company's spending
in these areas of new technology,  however,  is discretionary  and is subject to
the  availability  of  funds,   since  the  agreements  permit  the  Company  to
discontinue the studies.  There can be no assurances that the Company's  disease
specific product development efforts will be successfully  completed or that the
products will be successfully manufactured or marketed.


The Company  entered into an agreement with Diabetex,  Inc., a diabetes  disease
management  company,  to perform  studies  related to the  Company's  technology
addressing  blood  glucose  support for people with diabetes to be completed not
later than December 31, 2004. The Company expects to launch these products under
the Dietary  Supplement  Health and  Education Act (DSHEA)  regulatory  pathway,
which  customarily  requires only nominal  research to support  safety and label
claims  and is less  costly  and time  consuming  than  that  required  for drug
development.  The larger scale  studies are being  conducted  to secure  medical
acceptance and adoption as treatment  protocols.  The Company's spending in this
area  of  new  technology,  however,  is  discretionary  and is  subject  to the
availability  of funds.  There can be no assurances  that the Company's  disease
specific product development efforts will be successfully  completed or that the
products will be successfully manufactured or marketed.

SELLING GENERAL AND ADMINISTRATIVE EXPENSES (SG&A)

SG&A  expenses for the three and nine month periods ended March 31, 2003 of $2.4
million and $6.4 million, respectively, increased $0.3 million and $0.9 million,
respectively, when compared to $2.1 million and $5.5 million in the same periods
a year ago.  Charges for marketing,  as well as personnel and personnel  related
costs  associated  with the  organizational  expansion to support the  Company's
planned launch of new chromium based nutrition products were the primary reasons
for the increases.

DEPRECIATION AND AMORTIZATION

Depreciation  and  amortization for the three and nine month periods ended March
31, 2003 were $0.6  million  and $2.0  million,  respectively,  compared to $0.6
million and $2.0 million, respectively, for the same periods a year ago.

OPERATING LOSS

Operating  loss for the three and nine month  periods  ended  March 31, 2003 was
$1.5 million and $3.9 million,  respectively,  compared to an operating  loss of
$0.3 million and $0.7  million,  respectively,  for the same periods a year ago.
Lower  revenues  combined with  increases in expenses for our new chromium based
nutrition products were the primary reasons for the decrease.

INTEREST INCOME, INTEREST EXPENSE AND OTHER INCOME, NET

Interest  income,  net of interest  expense for the three and nine month periods
ended March 31, 2003 was $8 thousand and $27 thousand, respectively, compared to
interest  expense,  net of interest  income of $35 thousand and $20 thousand for
the same periods a year ago.  Levels of cash  available for investment in fiscal
2003 were higher than the comparable periods a year ago.

Other  income for the nine months ended March 31,  2002,  includes  $1.8 million
primarily from amounts earned on the settlement of patent infringement lawsuits,
as well as gains resulting from licensing certain rights to sell lysostaphin for
research purposes to an Officer of the Company.

INCOME TAX (BENEFIT)

Income tax benefit for the three and nine month periods ended March 31, 2003 was
$0.3 million and $0.3 million respectively, compared to an income tax benefit of
$0.1  million  for  the  three  months  ended  March  31, 2002 and an income tax
provision  of  $0.4  million  for  the  nine  months  ended  March 31, 2002. The
effective  tax  rate  was a 8% benefit for the nine months ended March 31, 2003.
The  benefit  was  recorded up to the extent of the Company's net operating loss
carryback.



                                       14
<PAGE>


ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS (CONTINUED)

     At March 31, 2003, the difference between the federal statutory rate of 34%
     and the actual rate is  primarily  due to changes in the deferred tax asset
     valuation allowance.

     BUSINESS SEGMENT

     The Company  operates in two business  segments,  Nutritional  Products and
     Pharmaceutical Products.

     NUTRITIONAL PRODUCTS

     Nutritional  product  revenues for the three and nine month  periods  ended
     March 31,  2003,  were  $3.1  million  and $8.6  million,  respectively,  a
     decrease of $0.8 million and $1.9 million,  respectively,  when compared to
     $3.9 million and $10.5 million,  respectively,  for the same periods a year
     ago.  The  decrease is due  primarily  to a softness in sales of Lite Bites
     products sold through QVC. There were no airings on QVC from October,  2002
     to February,  2003. Since air-time was re-initiated in late February, sales
     to QVC for the quarter were lower than expected.  For the nine months ended
     March 31, 2003,  Lite Bites sales were  negatively  impacted by a temporary
     hiatus in  airings  while  restaging  the QVC  product  lineup,  as well as
     limited  airings in the period.  For the three months ended March 31, 2003,
     there was nominal  additional  revenue  associated with a Company expansion
     into  retail  outlets.  The  Company  continues  to focus  its  efforts  on
     selecting an appropriate  partner to expand distribution of these products.
     Net sales  for the  three  and nine  month  periods  ended  March 31,  2003
     remained stable when compared to the comparable periods a year ago.

     Nutritional  products  operating  loss was $1.5  million and $4.0  million,
     respectively,  for the three and nine month  periods  ended  March 31, 2003
     compared  to  an  operating   loss  of  $0.3  million  and  $0.9   million,
     respectively, for the same periods a year ago. The decline in product sales
     and increases in operating costs  associated  with our retail  expansion of
     Lite Bites and the planned launch of new chromium based nutrition  products
     were the primary reasons for the shortfall.

     PHARMACEUTICAL PRODUCTS

     Pharmaceutical product revenues were $65 thousand and $205 thousand for the
     three and nine month periods ended March 31, 2003, compared to $75 thousand
     and $365 thousand in the comparable periods a year ago.

     Pharmaceutical products operating income was $36 thousand and $102 thousand
     for the three and nine month periods ended March 31, 2003, respectively, as
     compared to operating income of $43 thousand and $228 thousand in the three
     and nine month periods ended March 31, 2002.

     LIQUIDITY AND CAPITAL RESOURCES

     Cash and cash equivalents and short-term investments at March 31, 2003 were
     $4.8 million  compared to $5.0  million at June 30,  2002.  As of March 31,
     2003,  the  Company had working  capital of $6.1  million  compared to $8.0
     million as of June 30, 2002.

     During the nine months ended March 31,  2003,  net cash of $0.6 million was
     provided by investing  activities compared to net cash of $3.1 million used
     in investing  activities for the comparable  period a year ago.  Contingent
     payments  for  previous  acquisitions,  which are based on  current  sales,
     declined $2.6 million due to a change in royalty rates, as well as proceeds
     from the sale of short-term investments of $1.0 million.

     Cash used in financing  activities for the nine months ended March 31, 2003
     was $55  thousand  compared to $1.7 million for the same period a year ago.
     During the nine months ended March 31, 2002, a cash payment of $1.1 million
     was made to repay the Company's  outstanding  term loan with Citizens Bank.
     This repayment was made in connection with the Company obtaining a new line
     of credit with Fleet  National  Bank.  In  addition,  cash was used for the
     redemption of Series F preferred stock and the repurchase of common stock.


                                       15
<PAGE>

ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS (CONTINUED)


     The Company's  primary  sources of financing are from cash  generated  from
     continuing operations, as well as the ability, subject to bank approval, to
     enter into short-term  loans from time to time, not to exceed $4.0 million,
     with Fleet National Bank. At March 31, 2003, the Company had no borrowings.

     The Company  believes that cash on hand and cash generated from  operations
     will provide  sufficient  liquidity to fund  operations for the next twelve
     months.

     Future  acquisition  activities and any increases in marketing and research
     and  development  expenses over the present  levels may require  additional
     funds.  The Company  will 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
     arrangements. The Company does not currently have any specific arrangements
     for  additional  financing  and there can be no assurance  that  additional
     funding will be available at all or on terms acceptable to the Company.

     SIGNIFICANT ACCOUNTING PRONOUNCEMENTS

     In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based
     Compensation-Transition  and Disclosure-an  amendment of FASB Statement No.
     123."  SFAS  No 148  amends  SFAS  No.  123,  "Accounting  for  Stock-Based
     Compensation," to provide alternative methods of transition for a voluntary
     change  to the fair  value  based  method  of  accounting  for  stock-based
     employee  compensation.  In  addition,  SFAS No. 148 amends the  disclosure
     requirements  of SFAS No.  123 to  require  prominent  disclosures  in both
     annual and interim financial  statements about the method of accounting for
     stock-based  employee  compensation  and the effect of the  method  used on
     reported results. The Company adopted the disclosure provisions of SFAS No.
     148 effective December 31, 2002.

     In  October  2001,  the FASB  issued  SFAS  No.  144,  "Accounting  for the
     Impairment or Disposal of Long-Lived Assets." The FASB's new rules on asset
     impairment  supersede  SFAS No.  121,  "Accounting  for the  Impairment  of
     Long-Lived Assets and for Long-Lived Assets to be Disposed of," and will be
     effective for the Company's fiscal year beginning July 1, 2002.  Management
     does not anticipate  that the adoption of SFAS No. 144 will have a material
     impact on Nutrition 21's financial position or results of operations.




                                       16
<PAGE>


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

          Nutrition 21, Inc. under the direction of the Chief Executive  Officer
          and Chief Financial Officer, has reviewed and evaluated its disclosure
          controls and  procedures  and believes as of the date of  management's
          evaluation,   that  Nutrition  21,  Inc.'s  disclosure   controls  and
          procedures  are  reasonably  designed to be effective for the purposes
          for which they are intended.  The review and  evaluation was performed
          within 90 days prior to the filing of this report.

          There have not been any  significant  changes in Nutrition  21, Inc.'s
          internal controls or any other factors that could significantly affect
          these  controls  subsequent  to the date of  management's  evaluation,
          including   any   corrective   actions  with  regard  to   significant
          deficiencies and material weaknesses.




                                       17



<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,  the  Company  has one  action  pending  and is  evaluating
          bringing additional actions.

          On April 24, 2003,  the Company  filed an action  against a competitor
          for false and misleading advertising.

          A former executive of the Company has submitted an employment  dispute
          for arbitration.

ITEM 5 -  OTHER INFORMATION

          On January 14, 2003, the Company entered into a financial advisory and
          investment  banking services  agreement with C. E. Unterberg,  Towbin.
          The agreement has a one-year term and provides for a monthly retainer,
          and additional  remuneration upon the sale of securities to investors.
          The  agreement  is  terminable  on thirty days notice and the retainer
          payments cease upon termination of the agreement. John H. Gutfreund is
          Senior  Managing  Director  and  Executive  Committee  member of C. E.
          Unterberg, Towbin and is Chairman of the Company's board of directors.
          On April 23, 2003, the Company gave C. E.  Unterberg,  Towbin a thirty
          day termination notice.

ITEM 6 -  EXHIBITS AND REPORTS ON FORM 8-K

          (a) EXHIBITS

               99.1 Certification  of  President  and  Chief  Executive  Officer
                    pursuant to the Sarbanes-Oxley Act of 2002

               99.2 Certification  of Chief  Financial  Officer  pursuant to the
                    Sarbanes-Oxley Act of 2002

          (b) REPORTS

              None

                                       18

<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 14, 2003             By:      /s/ Gail Montgomery
                                         -------------------
                                         Gail Montgomery
                                         President and Chief Executive Officer
                                         (Principal Executive Officer)


                                         /s/ Paul Intlekofer
                                         Paul Intlekofer
                                         Chief Financial Officer and
                                         Senior Vice President,
                                         Corporate Development
                                         (Principal Financial Officer)


                                       19


<PAGE>


CERTIFICATIONS

I, Gail Montgomery, President and Chief Executive Officer of Nutrition 21, Inc.,
certify that:

1. I have reviewed this quarterly r report on Form 10-Q of Nutrition 21, Inc.;

2. Based on my  knowledge,  this  quarterly  report  does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not  misleading  with respect to the period covered by this quarterly
report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

a) designed  such  disclosure  controls and  procedures  to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others  within those  entities,  particularly  during the
period in which this quarterly report is being prepared;

b) evaluated  the  effectiveness  of the  registrant's  disclosure  controls and
procedures  as of a date  within  90  days  prior  to the  filing  date  of this
quarterly report (the "Evaluation Date"); and

c) presented in this quarterly report our conclusions about the effectiveness of
the  disclosure  controls  and  procedures  based  on our  evaluation  as of the
Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
registrant's   board  of  directors  (or  persons   performing   the  equivalent
functions):

a) all significant  deficiencies in the design or operation of internal controls
which  could  adversely  affect the  registrant's  ability  to record,  process,
summarize and report  financial data and have  identified  for the  registrant's
auditors any material weaknesses in internal controls; and

b) any  fraud,  whether  or not  material,  that  involves  management  or other
employees who have a significant role in the registrant's internal controls; and

6. The  registrant's  other  certifying  officers  and I have  indicated in this
quarterly report whether there were significant  changes in internal controls or
in other factors that could significantly affect internal controls subsequent to
the date of our most recent  evaluation,  including any corrective  actions with
regard to significant deficiencies and material weaknesses.

Date: May 14, 2003                     /s/ Gail Montgomery
                                       -------------------
                                       President and Chief Executive officer


                                       20


<PAGE>


I, Paul  Intlekofer,  Senior Vice  President,  Corporate  Development  and Chief
Financial Officer  (Principal  Financial Officer) of Nutrition 21, Inc., certify
that:

1. I have reviewed this quarterly report on Form 10-Q of Nutrition 21, Inc.

2. Based on my  knowledge,  this  quarterly  report  does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not  misleading  with respect to the period covered by this quarterly
report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

a) designed  such  disclosure  controls and  procedures  to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others  within those  entities,  particularly  during the
period in which this quarterly report is being prepared;

b) evaluated  the  effectiveness  of the  registrant's  disclosure  controls and
procedures  as of a date  within  90  days  prior  to the  filing  date  of this
quarterly report (the "Evaluation Date"); and

c) presented in this quarterly report our conclusions about the effectiveness of
the  disclosure  controls  and  procedures  based  on our  evaluation  as of the
Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
registrant's   board  of  directors  (or  persons   performing   the  equivalent
functions):


a) all significant  deficiencies in the design or operation of internal controls
which  could  adversely  affect the  registrant's  ability  to record,  process,
summarize and report  financial data and have  identified  for the  registrant's
auditors any material weaknesses in internal controls; and

b) any  fraud,  whether  or not  material,  that  involves  management  or other
employees who have a significant role in the registrant's internal controls; and

6. The  registrant's  other  certifying  officers  and I have  indicated in this
quarterly report whether there were significant  changes in internal controls or
in other factors that could significantly affect internal controls subsequent to
the date of our most recent  evaluation,  including any corrective  actions with
regard to significant deficiencies and material weaknesses.

Date: May 14, 2003                             /s/ Paul Intlekofer
                                               -------------------
                                               Chief Financial Officer
                                               and Senior Vice President,
                                               Corporate Development
                                               (Principal Financial Officer)

                                       21
<PAGE>