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 December 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 February 12,
2004: 37,991,988


<PAGE>

                               NUTRITION 21, INC.

                                      INDEX


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

       Condensed Consolidated Balance Sheets at December 31, 2003 and June 30, 2003                           3

       Condensed Consolidated Statements of Operations for the three months and six months
            ended December 31, 2003 and 2002                                                                  5

       Condensed Consolidated Statement of Stockholders' Equity for the six months ended December 31, 2003    6

       Condensed Consolidated Statements of Cash Flows for the six months ended December 31, 2003 and 2002    7

       Notes to Condensed Consolidated Financial Statements                                                   8

ITEM 2 Management's Discussion and Analysis of Financial Condition and Results of Operations                 12

ITEM 3 Quantitative and Qualitative Disclosures About Market Risk                                            14

ITEM 4 Controls and Procedures                                                                               14

PART IIOTHER INFORMATION

ITEM 1 Legal Proceedings                                                                                     15

ITEM 6 Exhibits and Reports on Form 8-K                                                                      15
</TABLE>



                                       2
<PAGE>

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

<TABLE>
<CAPTION>
                                                                                    December 31,  June 30,
                                                                                       2003         2003
                                                                                      -------      -------
                                                                                    (unaudited)    (Note 1)
ASSETS

Current assets:
<S>                                                                                   <C>          <C>
    Cash and cash equivalents                                                         $ 3,327      $ 4,059
    Short-term investments                                                              2,350           --
    Accounts receivable (less allowance for doubtful accounts and returns of $16
    at December 31, 2003 and $430 at June 30, 2003)                                     1,122        1,140

    Other receivables                                                                     939        1,100

    Inventories                                                                         1,224        1,135

    Prepaid expense and other current assets                                              314          196
                                                                                      -------      -------
         Total current assets                                                           9,276        7,630

Property and equipment, net                                                               396          479

Patents, trademarks and other intangibles (net of accumulated amortization of
$14,323 at December 31, 2003 and $13,334 at June 30, 2003)
                                                                                        9,829       10,612

Other assets                                                                              188          199
                                                                                      -------      -------
TOTAL ASSETS                                                                          $19,689      $18,920
                                                                                      =======      =======
</TABLE>


See accompanying notes to condensed consolidated financial statements.




                                       3
<PAGE>

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



<TABLE>
<CAPTION>
                                                                                     December 31,    June 30,
                                                                                        2003           2003
                                                                                      --------       --------
LIABILITIES AND STOCKHOLDERS' EQUITY                                                (unaudited)       (Note 1)

Current liabilities:
<S>                                                                                   <C>            <C>
      Accounts payable and accrued expenses                                           $  3,417       $  3,456
      Contingent payments payable for acquisitions                                          36             26
      Preferred dividends payable                                                           --              2
                                                                                      --------       --------

TOTAL LIABILITIES                                                                        3,453          3,484
                                                                                      --------       --------

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 outstanding
    at June 30, 2003                                                                        --            188
Common stock, $0.005 par value, authorized 65,000,000 shares;
    37,991,988 shares issued and outstanding at December 31, 2003 and 33,602,990
    shares issued at June 30, 2003                                                         189            168
Additional paid-in capital                                                              67,331         64,103
Accumulated deficit                                                                    (51,284)       (49,023)
                                                                                      --------       --------
TOTAL STOCKHOLDERS' EQUITY                                                              16,236         15,436
                                                                                      --------       --------
  TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                          $ 19,689       $ 18,920
                                                                                      ========       ========
</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                    Six Months Ended
                                                                December 31,                         December 31,
                                                      -------------------------------       -------------------------------
                                                          2003               2002               2003               2002
                                                      ------------       ------------       ------------       ------------
<S>                                                   <C>                <C>                <C>                <C>
Net sales                                             $      2,345       $      2,284       $      4,653       $      5,523
Other revenues                                                  50                 50                100                125
                                                      ------------       ------------       ------------       ------------

TOTAL REVENUES                                               2,395              2,334              4,753              5,648
Cost of goods sold                                             582                982              1,145              1,790
                                                      ------------       ------------       ------------       ------------
GROSS PROFIT                                                 1,813              1,352              3,608              3,858
Research & development expenses                                613                556              1,041                840
Selling, general & administrative expenses                   1,912              2,309              3,753              4,022
Depreciation and amortization                                  540                767              1,079              1,397
                                                      ------------       ------------       ------------       ------------
OPERATING (LOSS)                                            (1,252)            (2,280)            (2,265)            (2,401)
Interest income                                                 11                 20                 17                 41
Interest expense                                                 7                 10                 13                 22
                                                      ------------       ------------       ------------       ------------

NET (LOSS)                                            $     (1,248)      $     (2,270)      $     (2,261)      $     (2,382)
                                                      ============       ============       ============       ============

Basic (loss) per common share                         $      (0.03)      $      (0.07)      $      (0.06)      $      (0.07)
                                                      ============       ============       ============       ============

Diluted (loss) per common share                       $      (0.03)      $      (0.07)      $      (0.06)      $      (0.07)
                                                      ============       ============       ============       ============

Weighted average number of common shares - basic
                                                        37,414,189         33,041,115         35,556,970         33,020,538
                                                      ============       ============       ============       ============

Weighted average number of common shares -
diluted                                                 37,414,189         33,041,115         35,556,970         33,020,538
                                                      ============       ============       ============       ============
</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
                                            Preferred Stock                                Paid-In    Accumulated
                                                Series G               Common Stock        Capital      Deficit      Total
                                       ------------------------  ----------------------- -----------  -----------  -----------
                                          Shares          $         Shares        $            $            $           $
                                       -----------  -----------  ----------- ----------- -----------  -----------  -----------
<S>                                    <C>          <C>           <C>         <C>         <C>         <C>          <C>
Balance at June 30, 2003                       188  $       188   33,602,990  $       168 $    64,103 $   (49,023) $    15,436
Charge for stock appreciation rights            --           --           --          --          35           --           35
Exercise of stock options                       --           --       10,000          --           6           --            6
Issuance of warrants to purchase
20,000 shares of common stock for
services                                        --           --           --          --          16           --           16

Conversion of Series G preferred
stock to common stock                         (188)        (188)     316,498           1         187           --           --
Private placement of shares of the
Company's common stock                          --           --    4,062,500          20       2,984           --        3,004
Net loss for the period                         --           --           --          --          --       (2,261)      (2,261)
                                       -----------  -----------  ----------- ----------- -----------  -----------  -----------
Balance at December 31, 2003                    --  $        --   37,991,988 $       189 $    67,331  $   (51,284) $    16,236
                                       ===========  ===========  =========== =========== ===========  ===========  ===========
</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>
                                                                                  Six Months Ended
                                                                                     December 31,
                                                                                ---------------------
                                                                                 2003          2002
                                                                                -------       -------
Cash flows from operating activities:
<S>                                                                             <C>           <C>
    Net (loss)                                                                  $(2,261)      $(2,382)
    Adjustments to reconcile net (loss) to net cash (used in)/ provided by
      operating activities:
        Depreciation and amortization                                             1,079         1,397
        Issuance of warrants for services                                            16            24
        Other non-cash items                                                         35            --
        Changes in operating assets and liabilities:
           Accounts receivable                                                       18           603
           Other receivables                                                        161           798
           Inventories                                                              (89)          283
           Prepaid expense and other current assets                                (118)         (320)
           Other assets                                                              11             2
           Accounts payable and accrued expenses                                    (39)          293
                                                                                -------       -------
               Net cash (used in)/provided by operating activities               (1,187)          698
                                                                                -------       -------
Cash flows from investing activities:
    Contingent payments for acquisitions                                            (59)          (79)
    Purchases of property and equipment                                              (8)          (46)
    Payments for patents and trademarks                                            (136)         (157)
     Proceeds from maturities of  investments                                        --           800
     Purchase of investments available for sale                                  (2,350)           --
                                                                                -------       -------
        Net cash (used in)/provided by investing activities                      (2,553)          518
                                                                                -------       -------
Cash flows from financing activities:
    Preferred stock dividends paid                                                   (2)          (12)
    Purchase of common stock for treasury                                            --           (38)
    Proceeds from stock option exercises                                              6            --
     Net proceeds from private placement                                          3,004            --
                                                                                -------       -------
        Net cash provided by/(used in) financing activities                       3,008           (50)
                                                                                -------       -------
Net (decrease) increase in cash and cash equivalents                               (732)        1,166
Cash and cash equivalents at beginning of period                                  4,059         3,974
                                                                                -------       -------
Cash and cash equivalents at end of period                                      $ 3,327       $ 5,140
                                                                                =======       =======
</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 six month  periods  ended  December 31, 2003 are not
              necessarily indicative of the results that may be expected for the
              year  ending June 30,  2004.  Beginning  in fiscal year 2004,  the
              Company's  reporting  segments were combined into one- Nutritional
              Products.

              The  balance  sheet at June 30,  2003  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/A for the year ended June 30, 2003.


  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 from the intrinsic
              value  method 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.

  Note 3      SHORT-TERM INVESTMENTS

              Short-term   securities  consist  of  investments   acquired  with
              maturities  exceeding three months but less than three years.  The
              Company, in compliance with SFAS No. 115,  "Accounting for Certain
              Investments  in Debt and Equity  Securities,"  has  classified all
              debt  securities  that have  readily  determinable  fair values as
              available-for-sale, as the sale of such securities may be required
              prior to  maturity.  Such  securities  are reported at fair value,
              with  unrealized  gains  or  losses  excluded  from  earnings  and
              included in other  comprehensive  income, net of applicable taxes.
              The  cost  of   securities   sold  is   based   on  the   specific
              identification method.

              Available-for-sale securities consist of:

<TABLE>
<CAPTION>

                                                                  December 31, 2003
                                                                       Gross           Estimated
                                                       Amortized    Unrealized           Fair
                                                         Cost       Gain (loss)          Value
                                                       ---------    ----------           ----
<S>                                                     <C>                             <C>
              US government and agency securities       $2,350          --              $2,350
</TABLE>


  Note 4      STOCK-BASED COMPENSATION

              The Company accounts for employee  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.



                                       8
<PAGE>

              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 the  intrinsic  value method  pursuant to APB
              Opinion No. 25 in accounting  for its plans and,  accordingly,  no
              compensation   cost  has   been   recognized   in  the   condensed
              consolidated  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 loss and net loss
              per  common  share  would  have  been  increased  to the pro forma
              amounts indicated below :

<TABLE>
<CAPTION>
                                                    Three months ended             Six months ended
                                                        December 31,                  December 31,
                                                   2003            2002            2003            2002
                                                ---------       ---------       ---------       ---------
<S>                                               <C>             <C>             <C>             <C>
Net (loss) as reported                            $(1,248)        $(2,270)        $(2,261)        $(2,382)
Deduct:  Total stock-based employee
compensation expense determined under fair
value based method for all awards                     (25)            (29)           (192)           (176)
                                                ---------       ---------       ---------       ---------

Pro forma net (loss)                              $(1,273)        $(2,299)        $(2,453)        $(2,558)
                                                =========       =========       =========       =========

 (Loss) per common share:
   Basic - as reported                             $(0.03)         $(0.07)         $(0.06)         $(0.07)
   Basic - pro forma                               $(0.03)         $(0.07)         $(0.07)         $(0.08)

   Diluted - as reported                           $(0.03)         $(0.07)         $(0.06)         $(0.07)
   Diluted - pro forma                             $(0.03)         $(0.07)         $(0.07)         $(0.08)
</TABLE>


Note 5   INVENTORIES

         Inventories  at  December  31,  2003  and June 30,  2003  consisted  of
finished goods.

Note 6   ACCOUNTS PAYABLE AND ACCRUED EXPENSES

         On December 23, 2003, the Company  received $0.3 million for granting a
         three-year  renewable  license to market  certain  dietary  supplements
         previously marketed by the Company under the Lite Bites trademarks.  In
         addition,  the  Company  granted an option to  purchase  the Lite Bites
         trademark. License fee income will be recognized over the initial three
         year license period.

Note 7   CONVERTIBLE PREFERRED STOCK

         During the six month period ended  December 31, 2003, the remaining 188
         shares of the Company's  Series G Preferred  Stock were  converted into
         316,498 shares of the Company's common stock.

Note 8   STOCKHOLDERS' EQUITY

         On  October 9, 2003,  the  Company  completed  a private  placement  of
         4,062,500  shares of the  Company's  common stock for  aggregate  gross
         proceeds  of $3.25  million.  The net  proceeds of  approximately  $3.0
         million  from the sale of these  securities  are  intended  for general
         corporate  purposes,   including  the  continued  clinical  and  market
         development of Diachrome(TM),  a nutritional therapy product for people
         with  diabetes.  In  connection  with  the  private  placement,  C.  E.
         Unterberg,   Towbin,  in  accordance  with  a  Financial  Advisory  and
         Investment  Banking Services Agreement entered into on October 8, 2003,
         was  granted a warrant  to  purchase  121,950  shares of the  Company's
         common stock at an exercise price of $1.05 per share.



                                       9
<PAGE>

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

Note 9   (LOSS) PER SHARE

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

<TABLE>
<CAPTION>
                                                    Three months ended                     Six months ended
                                                        December 31,                          December 31,
                                                  2002               2003               2002               2003
                                              ------------       ------------       ------------       ------------
Basic (loss) per common share:
<S>                                                <C>                <C>                <C>                <C>
Net (loss)                                         $(1,248)           $(2,270)           $(2,261)           $(2,382)
    Less: Dividends on preferred shares                 --                 (5)                --                (11)
                                              ------------       ------------       ------------       ------------
(Loss) applicable to common stockholders
                                                   $(1,248)           $(2,275)           $(2,261)           $(2,393)
                                              ============       ============       ============       ============
Weighted average shares:                        37,414,189         33,041,115         35,556,970         33,020,538
Basic (loss) per share                              $(0.03)            $(0.07)            $(0.06)            $(0.07)
                                              ============       ============       ============       ============
Diluted (loss) per share:

(Loss) applicable to common stockholders           $(1,248)           $(2,275)           $(2,261)           $(2,393)
                                              ============       ============       ============       ============
Weighted average shares                         37,414,189         33,041,115         35,556,970         33,020,538

Diluted (loss) earnings per share                   $(0.03)            $(0.07)            $(0.06)            $(0.07)
                                              ============       ============       ============       ============
</TABLE>

         Diluted  (loss)  per share for the  three and six month  periods  ended
         December  31, 2003 and 2002,  does not reflect the  incremental  shares
         from the assumed  conversion of stock  options,  warrants and preferred
         stock (2,179,611 and 1,931,863  shares,  respectively) as the effect of
         such inclusion would be antidilutive.

Note 10  RESEARCH AND DEVELOPMENT AGREEMENTS

         The  Company's  therapeutic  strategy  for fiscal year 2004  includes a
         larger  commitment,  relative to the prior year's comparable period, to
         spending on research and  development  targeted at  validating  earlier
         findings  of efficacy  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. The Company expects that the
         first phase of the study will be completed  during fiscal year 2004. In
         addition, the Company entered into an agreement with Diabetex,  Inc., a
         disease  management  company,  and is  funding a  large-scale  trial in
         managed  patient  populations  to  evaluate  Diachrome's  effect  as  a
         nutritional  adjunct to  standard  care for people with  diabetes.  The
         Diabetex  clinical  trial is  expected  to be  completed  by the end of
         calendar year 2004. The Company  expects to launch these products under
         the Dietary  Supplement  Health and  Education  Act (DSHEA)  regulatory
         pathway,  which  is less  costly  and less  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.
         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.



                                       10
<PAGE>
                               NUTRITION 21, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                       ($ in thousands, except share data)
                                   (unaudited)




Note 11  SUPPLEMENTAL CASH FLOW INFORMATION

                                                              Six months ended
                                                                 December 31,
                                                               2003     2002
                                                               ----     ----
Supplemental disclosure of cash flow information:
      Cash paid for interest                                  $  --      $12
           Cash paid for income taxes                         $  --      $41

Supplemental schedule of non-cash investing activities:
      Obligation for N21 acquisition contingent payments        $36      $18





                                       11
<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/A filed with
           the Securities and Exchange Commission on January 27, 2004.

           General

           The  Company's  revenues  are  primarily  derived  from  the  sale of
           proprietary  ingredients and the grant of patent licenses  related to
           those   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.

           Cost of goods sold  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,  royalty
           expenses for licenses and trademarks,  and costs  associated with the
           selling of the Company's  products.  The Company  capitalizes  patent
           costs and intangible  assets,  and amortizes them over periods of one
           to seventeen years.

           Results of Operations

           Revenues

           Net sales for the three month period ended  December 31, 2003 of $2.3
           million  increased  $61 thousand  when  compared to the same period a
           year ago. Net sales for the six month period ended  December 31, 2003
           of $4.7 million  decreased $0.8 million when compared to $5.5 million
           for the same  period  a year  ago.  For the six  month  period  ended
           December  31,  2003,  net  sales  from the Lite  Bites  product  line
           declined $0.6 million,  due primarily to the Company's phasing out of
           Lite Bites  product  sales  after its  decision  to  discontinue  its
           investment  in the Lite Bites  product  line in fiscal year 2003.  In
           addition, nutritional product sales for the six months ended December
           31, 2003  declined  $0.2  million  compared to the same period a year
           ago,  due  primarily  to  lower  weight  loss  and  sports  nutrition
           supplement sales.

           Other  revenues were $50 thousand and $100 thousand for the three and
           six month  periods  ended  December 31, 2003 compared to $50 thousand
           for the three month  period a year ago and $125  thousand for the six
           month period a year ago.

           Cost of goods sold

           Cost of goods sold for the three and six month periods ended December
           31, 2003 was $0.6 million and $1.1 million, respectively, compared to
           $1.0 million and $1.8 million,  respectively,  for the same periods a
           year ago.  Cost of goods sold for the three and six month  periods of
           fiscal year 2003 was higher due to the cost of goods  associated with
           the  sale of  Lite  Bites  products  versus  the  cost  of  goods  of
           ingredients  and the costs  associated  with the  phasing out of Lite
           Bites product sales after the Company's  decision to discontinue  its
           investment in the Lite Bites product line in fiscal year 2003.  Gross
           margin  on  product  sales of 75.2%  and  75.4% for the three and six
           month  periods  ended  December  31,  2003  increased  18.2  and  7.8
           percentage points, respectively,  when compared to the same periods a
           year  earlier,  as gross  margin on  nutritional  products  sales are
           greater than gross margins on Lite Bites products.

           Research and development expenses

           Research and development  expenses were $0.6 million and $1.0 million
           for the three and six month periods ended  December 31, 2003 compared
           to $0.6 million and $0.8 million for the same periods a year ago. The
           increase  for the six month  period  ended  December  31, 2003 is due
           primarily   to   incremental   spending  to  validate   new  chromium
           applications.



                                       12
<PAGE>

           Selling, general and administrative expenses (SG&A)

           SG&A expenses for the three and six month periods ended  December 31,
           2003 of $1.9 million and $3.8 million,  respectively,  decreased when
           compared to $2.3 million and $4.0 million, respectively, for the same
           periods  a year ago.  The  primary  reason  for the  decline  of $0.2
           million and $0.3 million,  respectively,  for the three and six month
           periods  ended  December  31,  2003 was the phasing out of Lite Bites
           product lines.

           Depreciation and amortization

           Depreciation  and  amortization  for the three and six month  periods
           ended   December  31,  2003  was  $0.5  million  and  $1.1   million,
           respectively,  compared to $0.8 and $1.4 million,  respectively,  for
           the same periods a year ago. Amortization  declined, due primarily to
           the  effects of an  impairment  charge of $4.4  million  incurred  in
           fiscal year 2003.

           Operating Loss

           Operating loss for the three and six month periods ended December 31,
           2003 was $1.2 million and $2.3 million, compared to an operating loss
           of $2.3 million and $2.4 million,  respectively, for the same periods
           a year ago. The primary  reasons for lower operating loss this fiscal
           year when compared to the same period a year ago were the improvement
           in gross profit due primarily to sales of higher  margin  nutritional
           ingredients  combined with the  reductions in selling  expense due to
           the phasing out of the Lite Bites product line.

           Interest income and interest expense

           Interest income,  net of interest expense for the three and six month
           periods ended December 31, 2003 was $4 thousand  compared to interest
           income,  net of interest  expense of $10 thousand  and $19  thousand,
           respectively,  for  the  same  periods  a year  ago.  Levels  of cash
           available  for  investment  in fiscal  year 2004 were  lower than the
           comparable periods in fiscal year 2003.

           Liquidity and Capital Resources

           Cash,  cash  equivalents  and short-term  investments at December 31,
           2003 were $5.7 million  compared to $4.1 million at June 30, 2003. As
           of December 31, 2003, the Company had working capital of $5.8 million
           compared to $4.1  million as of June 30,  2003.  Net proceeds of $3.0
           million from a private placement,  of which $2.4 million was invested
           in marketable short-term debt instruments, was the primary reason for
           the improvement.

           During the six  months  ended  December  31,  2003,  net cash of $1.2
           million  was  used  in  operating  activities  compared  to net  cash
           provided of $0.7  million for the  comparable  period a year ago. The
           primary reasons for the change were a decline in the cash collections
           of trade  and other  receivables  of $1.2  million,  an  increase  in
           payments to trade vendors for  inventory  and  operating  expenses of
           $0.7  million and receipt of $0.3  million for  granting a three-year
           renewable license.

           During the six month period ended December 31, 2003, net cash used in
           investing  activities was $2.6 million  compared to net cash provided
           of $0.5  million for the same period a year ago.  Investment  of $2.4
           million of the net proceeds  from a private  placement in  marketable
           securities was the primary reason for the change.

           During  the six  month  period  ended  December  31,  2003,  net cash
           provided by financing  activities  was $3.0 million,  compared to net
           cash  used of $50  thousand  in the  comparable  period  a year  ago.
           Proceeds of $3.0  million  from a private  placement  was the primary
           reason for the change.

           The  Company's  primary  source of financing is cash  generated  from
           operations. The Company believes that cash on hand and cash generated
           from operations will provide sufficient  liquidity to fund operations
           at least through the next twelve months.

           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.




                                       13
<PAGE>

           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.

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. Although the Company has temporarily
           invested  a portion  of the  proceeds  of its  private  placement  in
           interest-bearing  marketable debt securities,  those instruments have
           relatively  short-term  maturities  and risk related to interest rate
           fluctuations is not expected to be significant.

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 as of the balance sheet date.

           During  the  quarter  ended  December  31,  2003,  there have been no
           significant 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.




                                       14
<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,  no action is pending.  The Company is  evaluating  bringing
         other patent infringement 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 6  - Exhibits and Reports on Form 8-K

(a)      Exhibits

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

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

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

(b)      Reports on Form 8-K

         The  Company  filed two  Reports on Form 8-K during the fiscal  quarter
ended December 31, 2003.

         1.       Report dated  October 9, 2003,  furnishing a Press Release and
                  Common  Stock  Purchase  Agreement  related to the issuance of
                  4,062,500  shares of  registrant's  common  stock in a private
                  placement at $0.80 per share for aggregate  gross  proceeds of
                  $3.25 million.

         2.       Report dated  November 12, 2003,  furnishing a copy of a press
                  release of  financial  results  for the fiscal  quarter  ended
                  September 30, 2003.



                                       15
<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:  February 12, 2004           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)




                                       16