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 September 30, 2002

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

For the transition period from _________________ to ________________________ .

                         Commission File Number 0-14983

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

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

          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 November 13,
2002: 32,948,655.

<PAGE>


                               NUTRITION 21, INC.

                                      INDEX


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

ITEM 1    Consolidated Financial Statements (unaudited)

          Consolidated Balance Sheets at September 30, 2002
               and June 30, 2002                                               3

          Consolidated Statements of Operations for the
               three months ended September 30, 2002 and 2001                  5

          Consolidated Statement of Stockholders' Equity for
               the three months ended September 30, 2002                       6

          Consolidated Statements of Cash Flows for the
               three months ended September 30, 2002 and 2001                  7

          Notes to Unaudited Consolidated Financial Statements                 8


ITEM 2    Management's Discussion and Analysis of
          Financial Condition and Results of Operations                       11

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 6    Exhibits and Reports on Form 8-K                                    15





                                       2
<PAGE>


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


                                                         September 30,  June 30,
                                                              2002        2002
                                                         -------------  --------
                                                          (unaudited)   (Note 1)
ASSETS

Current assets:

  Cash and cash equivalents                                 $ 4,632      $ 3,974

  Short-term investments                                      1,000        1,000

  Accounts receivable (less allowance
    for doubtful accounts of $19)                             1,989        2,219

  Other receivables                                             624        1,097

  Inventories                                                   839        1,075

  Prepaid expenses and other current assets                     961          788
                                                            -------      -------
    Total current assets                                     10,045       10,153

Property and equipment, net                                     604          654

Patents and trademarks (net of accumulated
amortization of $13,302 at September 30, 2002
and $12,721 at June 30, 2002)                                16,627       17,073

Other assets                                                    218          220
                                                            -------      -------
TOTAL ASSETS                                                $27,494      $28,100
                                                            =======      =======


See accompanying notes to consolidated financial statements.


                                       3
<PAGE>


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


                                                         September 30,  June 30,
                                                              2002        2002
                                                            -------     -------
LIABILITIES, AND STOCKHOLDERS' EQUITY                     (unaudited)   (Note 1)

Current liabilities;
    Accounts payable and accrued expenses                   $ 1,654     $ 2,102
    Contingent payments payable                                  36          43
    Preferred dividends payable                                   6           6
                                                            -------     -------
        Total current liabilities                             1,696       2,151

TOTAL LIABILITIES                                             1,696       2,151
                                                            -------     -------
Commitments and contingent liabilities

STOCKHOLDERS' EQUITY:

Preferred stock, $0.01 par value,
  authorized 5,000,000 shares

    Series G convertible preferred, 1,769 shares
    issued: 471 shares outstanding. (aggregate
    liquidation value- $477)                                    471         471
Common stock, $0.005 par value, authorized
    65,000,000 shares; 32,948,655 and 33,048,655
    shares issued and outstanding at September 30,
    2002 and June 30, 2002, respectively                        165         165

Additional paid-in capital                                   63,941      63,936

Accumulated deficit                                         (38,619)    (38,501)

Less treasury stock, at cost, 236,000 shares and
136,000 shares at September 30, 2002 and
June 30, 2002 respectively                                     (160)       (122)
                                                            -------     -------

TOTAL STOCKHOLDERS' EQUITY                                  $25,798     $25,949
                                                            -------     -------
     TOTAL LIABILITIES, AND STOCKHOLDERS' EQUITY            $27,494     $28,100
                                                            =======     =======


See accompanying notes to consolidated financial statements.


                                       4
<PAGE>


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

                                                           Three Months Ended
                                                              September 30,
                                                           2002          2001
                                                        ----------    ----------
Net sales                                                   $3,240        $3,795
Other revenues                                                  75           154
                                                        ----------    ----------
                                                             3,315         3,949
REVENUES
Cost of goods sold                                             809         1,240
                                                        ----------    ----------
GROSS PROFIT                                                 2,506         2,709
  Research and development expenses                            228           186

  Selling, general and administrative expenses               1,769         1,682

  Depreciation and amortization                                631           656
                                                        ----------    ----------

OPERATING (LOSS) INCOME                                       (122)          185

Interest income                                                 21            45
Interest expense                                                11            28
Other income, net                                               --         1,794
                                                        ----------    ----------

(LOSS) INCOME BEFORE INCOME TAXES                             (112)        1,996

Income taxes                                                    --           719
                                                        ----------    ----------

NET (LOSS) INCOME                                            $(112)       $1,277
                                                        ==========    ==========

  Basic (loss) earnings per share                           $(0.00)        $0.04
                                                        ==========    ==========

  Diluted (loss) earnings per share                         $(0.00)        $0.04
                                                        ==========    ==========

  Weighted average number of common shares - basic      32,863,962    32,337,731
                                                        ==========    ==========

  Weighted average number of common shares
  and equivalents - diluted                             32,863,962    33,647,111
                                                        ==========    ==========


See accompanying notes to consolidated financial statements.

                                       5
<PAGE>


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

<TABLE>
<CAPTION>
                                                                                   Additional
                                        Preferred Stock                              Paid-In    Accumulated   Treasury
                                           Series G           Common Stock           Capital      Deficit       Stock       Total

                                         SHARES     $         SHARES           $         $           $            $            $
                                         ------    ----     ----------       ----     -------     --------      -----      --------

<S>                                        <C>     <C>      <C>              <C>      <C>         <C>           <C>         <C>
Balance at June 30, 2002                   471     $471     33,048,655       $165     $63,936     $(38,501)     $(122)      $25,949

Preferred stock dividends declared          --       --             --         --          --           (6)        --            (6)

Issuance of warrants                        --       --             --         --           5           --         --             5

Repurchase of common stock for treasury     --       --       (100,000)        --          --           --        (38)          (38)

Net loss for the period                     --       --             --         --          --         (112)        --          (112)
                                           ---     ----     ----------       ----     -------     --------      -----      --------
Balance at September 30, 2002              471     $471     32,948,655       $165     $63,941     $(38,619)     $(160)      $25,798
                                           ===     ====     ==========       ====     =======     ========      =====      ========
</TABLE>


See accompanying notes to consolidated financial statements.


                                       6
<PAGE>


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


                                                             Three Months Ended
                                                                September 30,
                                                              2002        2001
                                                             ------      ------
Cash flows from operating activities:
  Net (loss) income                                          $ (112)     $1,277
  Adjustments to reconcile net (loss) income
  to net cash provided by operating activities:
    Depreciation and amortization                               631         656
    Gain on sale of assets                                       --         (40)
    Issuance of warrants                                          5          --
    Changes in operating assets and liabilities:
      Accounts receivable                                       230         797
      Other receivables                                         473        (945)
      Inventories                                               236         135
      Prepaid expenses and other current assets                (173)        (61)
      Other assets                                                2        (300)
      Accounts payable and accrued expenses                    (448)       (730)
                                                             ------      ------
        Net cash provided by operating activities               844         789
                                                             ------      ------
Cash flows from investing activities:
  Contingent payments for acquisition                           (43)         --
  Payments for patents and trademarks                           (99)        (86)
  Proceeds from sale of assets                                   --         100
                                                             ------      ------
    Net cash (used in) provided by investing activities        (142)         14
                                                             ------      ------
Cash flows from financing activities:
  Debt repayments                                                --        (375)
  Preferred stock dividends paid                                 (6)        (23)
  Repurchase of common stock for treasury                       (38)        (80)
  Redemption of redeemable preferred stock                       --         (88)
                                                             ------      ------
    Net cash used in financing activities                       (44)       (566)
                                                             ------      ------
Net increase in cash and cash equivalents                       658         237
Cash and cash equivalents at beginning of period              3,974       5,355
                                                             ------      ------
Cash and cash equivalents at end of period                   $4,632      $5,592
                                                             ======      ======


See accompanying notes to consolidated financial statements.


                                       7
<PAGE>


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

Note 1    BASIS OF PRESENTATION

          The accompanying unaudited consolidated financial statements have been
          prepared in accordance with accounting  principles  generally accepted
          in the United States for interim  financial  information  and with the
          instructions   to  Form  10-Q  and  Article  10  of  Regulation   S-X.
          Accordingly,  they do not include all of the information and footnotes
          required by  accounting  principles  generally  accepted in the United
          States  for  complete   financial   statements.   In  the  opinion  of
          management,   all   adjustments   (consisting   of  normal   recurring
          adjustments)  considered  necessary for a fair  presentation have been
          included. Operating results for the three-month period ended September
          30, 2002 are not  necessarily  indicative  of the results  that may be
          expected for the year ending June 30, 2003.

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

          For  further   information,   refer  to  the  consolidated   financial
          statements  and footnotes  thereto  included in the  Company's  annual
          report on Form 10-K for the year ended June 30, 2002.

Note 2    SIGNIFICANT ACCOUNTING PRONOUNCEMENTS

          In October  2002,  the FASB issued SFAS No. 144,  "Accounting  for the
          Impairment or Disposal of Long-Lived  Assets." The FASB's new rules on
          asset  impairment   supersede  SFAS  No.  121,   "Accounting  for  the
          Impairment  of  Long-Lived  Assets  and for  Long-Lived  Assets  to be
          Disposed of," and is effective for the Company's fiscal year beginning
          July 1, 2002. For the quarter ended  September 30, 2002,  there was no
          material impact as a result of the adoption of this standard.

Note 3    INVENTORIES

          The  components of inventories at September 30, 2002 and June 30, 2002
          were:

                                          September 30,   June 30,
                                              2002          2002
                                              ----         ------

               Raw materials                  $431         $  444
               Finished goods                  408            631
                                              ----         ------
               Total inventories              $839         $1,075
                                              ====         ======

Note 4    EARNINGS (LOSS) PER SHARE

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


                                       8
<PAGE>


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

Note 4   EARNINGS (LOSS) PER SHARE , (CONTINUED)

                                                           Three months ended
                                                              September 30,
                                                            2002        2001
                                                         ----------  ----------
          Basic and diluted (loss) earnings per share:

          (Loss) income                                       $(112)     $1,277
            Less: Dividends on preferred shares                  (6)        (23)
                  Premium on redemption of
                    preferred stock                              --         (29)
                                                         ----------  ----------
          (Loss) income available to common stockholders      $(118)     $1,225
                                                         ==========  ==========

          Weighted average shares                        32,863,962  32,337,731
                                                         ==========  ==========
          Basic (loss) earnings per share                    $(0.00)      $0.04
                                                         ==========  ==========
          Diluted (loss) earnings per share:
          (Loss) income available to common stockholders      $(118)     $1,225
             Add:  Dividends on preferred stock                   6          23
                                                         ----------  ----------
          (Loss) income available to common stockholders      $(112)     $1,248
                                                         ----------  ----------
          Weighted average shares:                       32,863,962  32,337,731
            Plus incremental shares from
            assumed conversions:
              Preferred stock                                    --   1,217,129
              Stock option plans                                 --      92,251
                                                         ----------  ----------
          Adjusted weighted average shares               32,863,962  33,647,111
                                                         ==========  ==========
          Diluted (loss) earnings per share                  ($0.00)      $0.04
                                                         ==========  ==========

          Diluted loss per share for the three-month  period ended September 30,
          2002,  does not  reflect  the  incremental  shares  from  the  assumed
          conversion of preferred stock (376,800 shares),  as the effect of such
          inclusion would be anti dilutive and thus reduce the loss per share.

Note 5    INCOME TAXES

          The effective tax rate for the three-month periods ended September 30,
          2002  and 2001 was 0% and 36%,  respectively.  The  difference  in tax
          rates is  primarily  due to  changes  in the  deferred  tax  valuation
          allowance.

                                       9
<PAGE>


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

Note 6    SEGMENT REPORTING

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

          Information by business segment (in thousands):

                                                              Three months ended
                                                                 September 30,
                                                                 2002     2001
                                                                ------   ------
          REVENUES
          Nutritional Products                                  $3,225   $3,884
          Pharmaceutical Products                                   90       65
                                                                ------   ------
                                                                $3,315   $3,949
                                                                ======   ======

          OPERATING (LOSS) INCOME
          Nutritional Products                                    (170)  $  162
          Pharmaceutical Products                                   48       23
                                                                ------   ------
                                                                $ (122)  $  185
                                                                ======   ======

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

          One nutritional  products segment customer accounted for approximately
          18% and 28% of the segment  revenues in the three-month  periods ended
          September 30, 2002 and September 30, 2001, respectively.


Note 7    SUPPLEMENTAL CASH FLOW INFORMATION


                                                              Three months Ended
                                                                 September 30,
                                                                 2002     2001
                                                                 ----    ------
          Supplemental disclosure of cash flow information:
            Cash paid for interest                               $  7    $   22

            Cash paid for income taxes                           $ --    $  502

          Supplemental schedule of non-cash
          financing activities:
            Obligation for purchase of property and equipment    $ --    $  144
            Obligation for N21 contingent payments               $ 36    $1,701
            Obligation for Lite Bites contingent payment         $ --    $  663



                                       10
<PAGE>


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


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

          GENERAL

          The Company's  revenues have been  primarily  derived from the sale of
          nutrition products to manufacturers of vitamin and mineral supplements
          and sales of  nutrition  bars and  other  related  dietary  supplement
          products  marketed  under the trademark  "Lite Bites" (the "Lite Bites
          Business") through a previously  exclusive  relationship with QVC. Inc
          ("QVC").  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  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 trademarks,  and amortizes them,
          over periods of three to fifteen years.

          RESULTS OF OPERATIONS

          REVENUES

          Net sales for the three  months  ended  September  30,  2002 were $3.2
          million,  a decrease of $0.6 million when compared to $3.8 million for
          the same  period a year  earlier.  The  decrease is due  primarily  to
          softness  in  sales  of  nutrition  bars  and  other  related  dietary
          supplement  products  sold  through  QVC.  Partially   offsetting  the
          decrease was a 17% increase in the volume of chromium  picolinate sold
          in the three months ended September 30, 2002 when compared to the same
          period a year earlier.

          Other revenues of 75 thousand for the three months ended September 30,
          2002,  declined 79 thousand when compared to $0.2 million for the same
          period a year ago. Royalty fee income due from a customer was lower in
          the current quarter when compared to the same period a year earlier.

          COST OF GOODS SOLD

          Cost of goods sold for the three months ended  September 2002 was $0.8
          million,  a decrease of $0.4 million when compared to $1.2 million for
          the same period a year ago. The  reduction in cost of goods  primarily
          reflects  the lower sales for the quarter  ended  September  30, 2002.
          Gross  margins  on  product  sales  were 75.0% and 67.3% for the three
          months  ended   September  30,  2002  and  2001,   respectively.   The
          improvement  in gross  margin is due  primarily to the mix of products
          sold in the current quarter compared to the same period a year ago.

          RESEARCH AND DEVELOPMENT EXPENSES

          Research  costs of $0.2 million for the three  months ended  September
          30, 2002,  were the same as the  research  costs for the same period a
          year ago.  Our  continued  emphasis on focused  spending  for research
          related activities,  was the primary reason for no change. The Company
          anticipates  increased  research  spending in connection  with its new
          business initiative.

          SELLING GENERAL AND ADMINISTRATIVE EXPENSES (SG&A)

          SG&A expenses for the three months ended  September 30, 2002 were $1.8
          million, an increase of $0.1 million when compared to $1.7 million for
          the same period a year ago.  One-time  charges for  personnel  related
          activities  associated with its new business  development  initiatives
          was the primary reason for the increase.

          DEPRECIATION AND AMORTIZATION

          Depreciation and amortization for the three months ended September 30,
          2002 and September 30, 2001, were $0.6 and $0.7 million, respectively.


                                       11
<PAGE>


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

          OPERATING (LOSS) INCOME

          Operating  (loss) for the three  months ended  September  30, 2002 was
          $0.1 million compared to operating income of $0.2 million for the same
          period a year ago. Lower  revenues and a modest  increase in SG&A were
          the primary reasons for the shortfall.

          INTEREST INCOME, NET OF INTEREST EXPENSE, AND OTHER INCOME, NET

          Interest  income,  net of expense of $10 thousand for the three months
          ended  September  30, 2002,  declined $7 thousand when compared to the
          net of $17  thousand  for the same period a year ago.  Interest  rates
          were lower in the three months ended September 30, 2002, when compared
          to the comparable period a year ago.

          Other income for the three months ended  September 30, 2001,  was $1.8
          million due  primarily to amounts  earned on the  settlement of patent
          infringement  lawsuits,  and gains resulting from licensing its rights
          to  sell  lysostaphin  for  research  purposes  to an  officer  of the
          Company.  There were no such  transactions  in the three  months ended
          September 30, 2002.

          INCOME TAXES

          There were no income taxes for the three month period ending September
          30, 2002, compared to income taxes of $0.7 million for the same period
          a year ago.  The  benefit is due to lower  profitability  in the three
          months ended  September 30, 2002.  The effective tax rates were 0% and
          36% for the three month  periods  ending  September 30, 2002 and 2001,
          respectively.  At  September  30,  2002,  the  difference  between the
          federal statutory rate of 34% and the actual tax rate is primarily due
          to changes in the deferred tax asset valuation allowance.

          BUSINESS SEGMENTS

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

          NUTRITIONAL PRODUCTS

          Nutritional  product revenues for the three months ended September 30,
          2002,  were $3.2 million,  a decrease of $0.7 million when compared to
          $3.9  million for the same period a year ago. The decrease in revenues
          is primarily due to lower sales of nutrition bars and related  dietary
          supplement products through QVC.

          Nutritional  products  operating  loss was $170 thousand for the three
          months ended  September  30, 2002 as compared to  operating  income of
          $162  thousand  for the same period a year ago. The decline in product
          sales and the lack of  significant  license fees earned in the current
          quarter were the primary reasons for the shortfall.

          PHARMACEUTICAL PRODUCTS

          Pharmaceutical product revenues were $90 thousand for the three months
          ended  September 30, 2002,  compared to $65 thousand in the comparable
          period a year ago.

          Pharmaceutical  products  operating  income was $48  thousand  and $23
          thousand,  for the three  months  ended  September  30, 2002 and 2001,
          respectively.

                                       12
<PAGE>


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


          LIQUIDITY AND CAPITAL RESOURCES

          Cash,  cash  equivalents  and short-term  investments at September 30,
          2002 were $5.6 million  compared to $5.0 million at June 30, 2002.  As
          of September 30, 2002,  the Company had a working  capital  surplus of
          $8.3 million  compared to a $8.0 million  surplus as of June 30, 2002.
          The working  capital  increase was due  primarily  to,  reductions  in
          current liabilities.

          During the three months  ended  September  30, 2002,  net cash of $142
          thousand was used in investing  activities compared to net cash of $14
          thousand provided by investing  activities for the comparable period a
          year ago. Funds received from the licensing of the Company's remaining
          rights to use  lysostaphin  for research  purposes in the three months
          ended September 30, 2001, did not recur in the current period.

          Cash used in financing activities for the three months ended September
          30, 2002 was $44 thousand compared to $0.6 million for the same period
          a year ago.  No proceeds  were used for the  redemption  of  preferred
          stock  or  debt  repayment,  and  less  proceeds  were  used  for  the
          repurchase of common stock.

          The Company's  primary  sources of financing are cash  generated  from
          continuing  operations  and up to a $4.0  million  revolving  line  of
          credit  with  Fleet   National   Bank.  At  September  30,  2002,  the
          availability  under the revolving line of credit was $1.8 million.  At
          September 30, 2002, the Company had no borrowings  under the revolving
          line of credit.

          The Company  believes that cash  generated  from  operations  and cash
          available under the line of credit will provide  sufficient  liquidity
          to fund operations in the short-term

          Future  acquisition  activities  and any  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 arrangements.  The Company does
          not currently have any specific  arrangements for additional financing
          and  there  can  be no  assurance  that  additional  funding  will  be
          available at all or on reasonable terms.


                                       13
<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  Principal  Financial  Officer,  has  reviewed and  evaluated  its
          disclosure  controls  and  procedures  and  believes as of the date of
          management's evaluation,  that Nutrition 21, Inc's disclosure controls
          and  procedures  are  reasonably  designed  to be  effective  for  the
          purposes for which they are intended.  The review and  evaluation  was
          performed within 90 days prior to the filing of this report.


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


                                       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,  the  Company  has two  actions  pending  and is  evaluating
         bringing additional actions.




ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K

    (A)  EXHIBITS

         99.1 Certification of President and Chief Executive Officer
         99.2 Certification of Principal Financial Officer

    (B)  REPORTS

         The Company filed a report on Form 8-K on September 18, 2002,  relating
         to a Rights  Agreement,  and  Amended  and  Restated  By-laws,  adopted
         September 12, 2002. The report was filed as an Exhibit to the Company's
         Form 10-K for the Fiscal Year Ended June 30, 2002.


                                       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:  November 13, 2002            By: /s/ GAIL MONTGOMERY
                                        -------------------
                                        Gail Montgomery
                                        President and Chief Executive Officer
                                        (Principal Executive Officer)


                                        /s/ ALAN J. KIRSCHBAUM
                                        ----------------------------------------
                                        Alan J. Kirschbaum
                                        Sr. Vice President, Finance and Treasury
                                        (Principal Financial Officer)




                                       16
<PAGE>


CERTIFICATIONS

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

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

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

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

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

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

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

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

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

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

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

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

Date: November 13, 2002                    /s/ GAIL MONTGOMERY
                                           -------------------
                                           President and Chief Executive officer



                                       17
<PAGE>


I, Alan J. Kirschbaum, Senior Vice President Finance and Treasurer, and
Principal Financial Officer of Nutrition 21, Inc., certify that:

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

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

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

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

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

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

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

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

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

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

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

Date: November 13, 2002              /s/ ALAN J. KIRSCHBAUM
                                     ----------------------
                                     Senior Vice President Finance and Treasury,
                                     and Principal Financial Officer



                                       18

<PAGE>
                                 EXHIBIT INDEX

Exhibit   Description
------    ----------------------------------------------------------------------

99.1      Certification of President and Chief Executive Officer

99.2      Certification of Principal Financial Officer