<PAGE>


                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 10-Q/A

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

For the quarterly period ended September 30, 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)

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

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

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 November 12,
2003: 37,986,988.


<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 September 30, 2003
                               and June 30, 2003                                  3

          Condensed Consolidated Statements of Operations for the three
                               months ended September 30, 2003 and 2002           5

          Condensed Consolidated Statement of Stockholders' Equity for
                               the three months ended September 30, 2003          6

          Condensed Consolidated Statements of Cash Flows for the three
                               months ended September 30, 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 II   OTHER INFORMATION

ITEM 1    Legal Proceedings                                                      15

ITEM 5    Other Information                                                      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>
                                                                                      September 30,      June 30,
                                                                                           2003             2003
                                                                                          -------          -------
                                                                                        (unaudited)       (Note 1)
ASSETS
<S>                                                                                       <C>              <C>
Current assets:
    Cash and cash equivalents                                                             $ 3,201          $ 4,059

    Accounts receivable (less allowance for doubtful accounts and returns of $16
    at September 30, 2003 and $430 at June 30, 2003)                                        1,167            1,140

    Other receivables                                                                         917            1,100

    Inventories                                                                             1,408            1,135

    Prepaid expense and other current assets                                                  303              196
                                                                                          -------          -------
         Total current assets                                                               6,996            7,630

Property and equipment, net                                                                   435              479

Patents, trademarks and other intangibles (net of accumulated amortization of
$13,827 at September 30, 2003 and $13,334 at June 30, 2003)
                                                                                           10,234           10,612

Other assets                                                                                  195              199
                                                                                          -------          -------
TOTAL ASSETS                                                                              $17,860          $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>
                                                                                         September 30,        June 30,
                                                                                             2003               2003
                                                                                           --------           --------
LIABILITIES AND STOCKHOLDERS' EQUITY                                                     (unaudited)          (Note 1)
<S>                                                                                     <C>                  <C>
Current liabilities:
      Accounts payable and accrued expenses                                                $  3,371           $  3,456
      Contingent payments payable                                                                33                 26
      Preferred dividends payable                                                                --                  2
                                                                                           --------           --------

TOTAL LIABILITIES                                                                             3,404              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;
    33,924,488 shares issued and outstanding at September 30, 2003 and 33,602,990
    shares issued at June 30, 2003                                                              170                168

Additional paid-in capital                                                                   64,322             64,103

Accumulated deficit                                                                         (50,036)           (49,023)
                                                                                           --------           --------
TOTAL STOCKHOLDERS' EQUITY                                                                   14,456             15,436
                                                                                           --------           --------
  TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                               $ 17,860           $ 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
                                                                      September 30,
                                                                2003                   2002
                                                            ------------           ------------
<S>                                                         <C>                    <C>
Net sales                                                   $      2,308           $      3,240
Other revenues                                                        50                     75
                                                            ------------           ------------

TOTAL REVENUES                                                     2,358                  3,315
Cost of goods sold                                                   563                    809
                                                            ------------           ------------
GROSS PROFIT                                                       1,795                  2,506

Research and development expenses                                    428                    228

Selling, general and administrative expenses                       1,841                  1,769

Depreciation and amortization                                        539                    631
                                                            ------------           ------------

OPERATING (LOSS)                                                  (1,013)                  (122)

Interest income                                                        6                     21

Interest expense                                                       6                     11
                                                            ------------           ------------

NET (LOSS)                                                  $     (1,013)          $       (112)
                                                            ============           ============

Basic (loss) per share                                      $      (0.03)          $      (0.00)
                                                            ============           ============

Diluted (loss) per share                                    $      (0.03)          $      (0.00)
                                                            ============           ============

Weighted average number of common shares - basic              33,699,750             32,863,962
                                                            ============           ============

Weighted average number of common shares - diluted            33,699,750             32,863,962
                                                            ============           ============
</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           --            --            --           --           29           --            29

Exercise of stock options                      --            --         5,000           --            4           --             4

Conversion of Series G preferred
stock to common stock                        (188)         (188)      316,498            2          186           --            --

Net loss for the period                        --            --            --           --           --       (1,013)       (1,013)
                                       ----------    ----------    ----------   ----------   ----------   ----------    ----------
Balance at September 30, 2003                  --    $       --    33,924,488   $      170   $   64,322   $  (50,036)   $   14,456
                                       ==========    ==========    ==========   ==========   ==========   ==========    ==========
</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>
                                                                             Three Months Ended
                                                                                September 30,
                                                                            2003            2002
                                                                          -------         -------
<S>                                                                       <C>             <C>
Cash flows from operating activities:
    Net (loss)                                                            $(1,013)        $  (112)
    Adjustments to reconcile net (loss) to net cash (used
      in)/ provided by operating activities:
        Depreciation and amortization                                         539             631
        Other non-cash items                                                   29               5
        Changes in operating assets and liabilities:
           Accounts receivable                                                (27)            230
           Other receivables                                                  183             473
           Inventories                                                       (273)            236
           Prepaid expense and other current assets                          (107)           (173)
           Other assets                                                         4               2
           Accounts payable and accrued expenses                              (85)           (448)
                                                                          -------         -------
               Net cash (used in)/provided by operating activities           (750)            844
                                                                          -------         -------

Cash flows from investing activities:
    Contingent payments for acquisitions                                      (26)            (43)
    Purchases of property and equipment                                        (2)             --
    Payments for patents and trademarks                                       (82)            (99)
                                                                          -------         -------
        Net cash (used in) investing activities                              (110)           (142)
                                                                          -------         -------

Cash flows from financing activities:
    Preferred stock dividends paid                                             (2)             (6)
    Purchase of common stock for treasury                                      --             (38)
    Proceeds from stock option exercises                                        4              --
                                                                          -------         -------
        Net cash provided by/(used in) financing activities                     2             (44)
                                                                          -------         -------

Net (decrease) increase in cash and cash equivalents                         (858)            658
Cash and cash equivalents at beginning of period                            4,059           3,974
                                                                          -------         -------
Cash and cash equivalents at end of period                                $ 3,201         $ 4,632
                                                                          =======         =======
</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  month  period  ended   September   30,  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 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      STOCK-BASED COMPENSATION

              The  Company   continues  to  account  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.

              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) would have
              been (increased) to the pro forma amounts indicated below :


                                       8
<PAGE>


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

<TABLE>
<CAPTION>
                                                                     Three months ended
                                                                        September 30,
                                                                  2003              2002
                                                                ---------         ---------
<S>                                                             <C>               <C>
Net (loss) as reported                                          $  (1,013)        $    (112)
Deduct:  Total stock-based employee compensation expense
determined under fair value based method for all awards               (57)              (61)
                                                                ---------         ---------

Pro forma net (loss)                                            $  (1,070)        $    (173)
                                                                =========         =========

 (Loss) per share:

   Basic - as reported                                          $   (0.03)        $   (0.00)
   Basic - pro forma                                            $   (0.03)        $   (0.01)

   Diluted - as reported                                        $   (0.03)        $   (0.00)
   Diluted - pro forma                                          $   (0.03)        $   (0.01)
</TABLE>


Note 4        INVENTORIES

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

Note 5        CONVERTIBLE PREFERRED STOCK

              During the three  month  period  ended  September  30,  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.


                                       9
<PAGE>


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

Note 6   (LOSS) PER SHARE

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

<TABLE>
<CAPTION>
                                                        Three months ended
                                                           September 30,
Basic (loss) per share:                             2003                 2002
                                                ------------         ------------
<S>                                             <C>                  <C>
Net (loss)                                      $     (1,013)        $       (112)
    Less: Dividends on preferred shares                   --                   (6)
(Loss) applicable to common stockholders        $     (1,013)        $       (118)
                                                ============         ============
Weighted average shares:                          33,699,750           32,863,962
                                                ============         ============
Basic (loss) per share                          $      (0.03)        $      (0.00)
                                                ============         ============

Diluted (loss) per share:

(Loss) applicable to common stockholders        $     (1,013)        $       (118)
  Add:  Dividends on preferred stock                      --                    6
                                                ------------         ------------

(Loss) applicable to common stockholders        $     (1,013)        $       (112)
                                                ============         ============
Weighted average shares                           33,699,750           32,863,962
                                                ============         ============

Diluted (loss) earnings per share               $      (0.03)        $      (0.00)
                                                ============         ============
</TABLE>


         Diluted  (loss) per share for the three month periods  ended  September
         30, 2003 and 2002,  does not reflect  the  incremental  shares from the
         assumed  conversion of stock  options  (1,320,193  and 376,800  shares,
         respectively) as the effect of such inclusion would be antidilutive.

Note 7   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  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 clinical trial
         is  expected  to be  completed  by the close of fiscal  year 2004.  The
         Company expects to launch these products


                                       10
<PAGE>


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

         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.

Note 8   SUPPLEMENTAL CASH FLOW INFORMATION


<TABLE>
<CAPTION>
                                                                         Three months ended
                                                                            September 30,
                                                                           2003        2002
                                                                           ----        ----
<S>                                                                        <C>         <C>
Supplemental disclosure of cash flow information:
      Cash paid for interest                                               $ --        $ 57

Supplemental schedule of non-cash financing activities:
      Obligation for N21 contingent payments                               $ 33        $ 36
      Issuance of common stock for conversion of Series G preferred        $188        $ --
</TABLE>


Note  9  SUBSEQUENT EVENT

         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 $2,975,000
         from the sale of these  securities  are intended for general  corporate
         purposes,  including the continued  clinical and market  development of
         Diachrome,   a  nutritional  therapy  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 equal to $1.05.


                                       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 filed with
           the Securities and Exchange Commission on November 7, 2003.

           GENERAL

           The  Company's  revenues  are  primarily  derived  from  the  sale of
           proprietary  ingredients  to  manufacturers  of vitamin  and  mineral
           supplements.  The Company  has,  in  addition,  received  royalty and
           license income from users of its patented technology.

           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 twenty years.

           RESULTS OF OPERATIONS

           Revenues

           Net sales for the three month period ended September 30, 2003 of $2.3
           million  decreased $0.9 million when compared to $3.2 million for the
           same  period  a  year  ago.  The  decrease  is due  primarily  to the
           Company's  decision in fiscal year 2003 to discontinue its investment
           in the Lite Bites product line.  Net sales for the three month period
           ended  September  30, 2003,  declined  slightly  when compared to the
           comparable period a year ago.

           Other  revenues  were $50  thousand  for the three month period ended
           September  30, 2003  compared to $75  thousand  for the same period a
           year ago.  License  fee income  earned  was lower in the three  month
           period ended  September  30, 2003 when  compared to the same period a
           year ago.

           Cost of goods sold

           Cost of goods sold for the three month  period  ended  September  30,
           2003 was $0.6 million  compared to $0.8 million for the same period a
           year ago. Cost of goods sold was impacted by the  Company's  decision
           to discontinue  its investment in the Lite Bites product line.  Gross
           margin on product  sales of 75.6% for the three  month  period  ended
           September 30, 2003 increased 0.6  percentage  points when compared to
           the same period a year earlier.

           Research and development expenses

           Research  and  development  expenses  were $0.4 million for the three
           month period ended  September  30, 2003  compared to $0.2 million for
           the same period a year ago. The increase is due primarily to spending
           to  validate   the  new  chromium   applications   for  diabetes  and
           depression.

           Selling, general and administrative expenses (SG&A)

           SG&A expenses for the three month period ended  September 30, 2003 of
           $1.8 million  remained  flat when  compared to the same period 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, continue in fiscal year 2004.


                                       12
<PAGE>


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

           Depreciation and amortization

           Depreciation  and  amortization  for the  three  month  period  ended
           September 30, 2003 was $0.5 million  compared to $0.6 million for the
           same period a year ago. Amortization  declined,  due primarily to the
           effects of the impairment  charge of $4.4 million  incurred in fiscal
           year 2003.

           Operating Loss

           Operating  loss for the three month period ended  September  30, 2003
           was $1.0 million  compared to an  operating  loss of $0.1 million for
           the same period a year ago. Lower revenues combined with increases in
           expenses  for our new  chromium  based  nutrition  products  were the
           primary reasons for the increased operating loss.

           Interest income, Interest expense and Other income, net

           Interest  income,  net of interest expense for the three month period
           ended September 30, 2003 was $0 compared to interest  income,  net of
           interest  expense  of $10  thousand  for the same  period a year ago.
           Levels of cash  available  for  investment  in fiscal  year 2003 were
           higher than the comparable period in fiscal year 2004.

           Liquidity and Capital Resources

           Cash and cash  equivalents  at  September  30, 2003 were $3.2 million
           compared to $4.1 million at June 30, 2003.  As of September 30, 2003,
           the  Company  had working  capital of $3.6  million  compared to $4.1
           million as of June 30, 2003.

           During the three months ended  September  30, 2003,  net cash of $0.8
           million  was  used  in  operating  activities  compared  to net  cash
           provided  of $0.8  million  for the  comparable  period a year ago. A
           greater  net  loss in the  current  fiscal  quarter  compared  to the
           comparable  period a year  earlier  was the  primary  reason  for the
           difference.

           During the three month period ended September 30, 2003, net cash used
           for investing  activities  was $0.1 million  compared to $0.1 million
           for the same period a year ago.

           During the three month period  ended  September  30,  2003,  net cash
           provided by financing  activities  was $2  thousand,  compared to net
           cash used of $44 thousand in the comparable period a year ago.

           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
           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 .
           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
           $2,975,000 from the sale of these securities are intended for general
           corporate  purposes,  including  the  continued  clinical  and market
           development  of  Diachrome,  a  nutritional  therapy  for people with
           diabetes.

           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.


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<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 as of the balance sheet date.

           During the  quarter  ended  September  30,  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.


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<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 5 - OTHER INFORMATION

         On October 8, 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  remuneration  upon the
         sale of securities to investors.  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.

ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K

(A)      EXHIBITS

         10.77    Financial  Advisory and Investment  Banking Services Agreement
                  entered into on October 8, 2003 between Nutrition 21, Inc. and
                  C.E. Unterberg, Towbin.

         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

         The  Company  filed one Report on Form 8-K  during  the fiscal  quarter
         ended September 30, 2003.

         1.       Report dated August 5, 2003 reporting a change in registrant's
                  certifying  accountants  for the  fiscal  year  ended June 30,
                  2003.

         2.       Report  dated  September  3, 2003  amending  the Report  dated
                  August 5, 2003 reporting a change in  registrant's  certifying
                  accountants for the fiscal year ended June 30, 2003.

         3.       Report dated  September 29, 2003  furnishing a copy of a press
                  release of financial  results for the fiscal  quarter and year
                  ended June 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:  December 24, 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)


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