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, 2004

[ ] 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 12,
2004: 37,991,988.

<PAGE>

                               NUTRITION 21, INC.

                                      INDEX


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

ITEM 1    Condensed Consolidated Financial Statements (unaudited)

          Condensed Consolidated Balance Sheets at September 30, 2004
                and June 30, 2004                                            3

          Condensed Consolidated Statements of Operations for the three
                months ended September 30, 2004 and 2003                     5

          Condensed Consolidated Statement of Stockholders' Equity for
                the three months ended September 30, 2004                    6

          Condensed Consolidated Statements of Cash Flows for the three
                months ended September 30, 2004 and 2003                     7

          Notes to Condensed Consolidated Financial Statements               8

ITEM 2    Management's Discussion and Analysis of
          Financial Condition and Results of Operations                     10

ITEM 3    Quantitative and Qualitative Disclosures
          About Market Risk                                                 11

ITEM 4    Controls and Procedures                                           12

PART II   OTHER INFORMATION

ITEM 1    Legal Proceedings                                                 13

ITEM 6    Exhibits and Reports on Form 8-K                                  13



                                        2
<PAGE>

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

<TABLE>
<CAPTION>
                                                                September 30,  June 30,
                                                                    2004         2004
                                                                   -------     -------
                                                                 (unaudited)   (Note 1)
<S>                                                                <C>         <C>
ASSETS

Current assets:
    Cash and cash equivalents                                      $ 1,543     $ 2,164

    Short-term investments                                           2,000       2,000
    Accounts receivable (less allowance for doubtful accounts
      of $10)                                                        1,041       1,342

    Other receivables                                                   57         257

    Inventories                                                        897       1,163

    Prepaid expenses and other current assets                          338         221
                                                                   -------     -------
         Total current assets                                        5,876       7,147
Property and equipment, net                                            271         314
Patents, trademarks and other intangibles (net of accumulated
  amortization of $15,936 at September 30, 2004 and $15,444 at
  June 30, 2004)                                                     8,293       8,719

Other assets                                                           186         187
                                                                   -------     -------
TOTAL ASSETS                                                       $14,626     $16,367
                                                                   =======     =======
</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,
                                                                    2004          2004
                                                                  --------      --------
LIABILITIES AND STOCKHOLDERS' EQUITY                             (unaudited)    (Note 1)

<S>                                                               <C>           <C>
Accounts payable and accrued expenses                             $  3,138      $  3,687
Contingent payments payable                                             45            47
                                                                  --------      --------
TOTAL LIABILITIES                                                    3,183         3,734
                                                                  --------      --------

Commitments and contingent liabilities

STOCKHOLDERS' EQUITY:

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

Common stock, $0.005 par value, authorized 65,000,000 shares;
    37,991,988 shares issued and outstanding at September 30,
    2004 and at June 30, 2004                                          190           190
Additional paid-in capital                                          67,404        67,367
Accumulated deficit                                                (56,151)      (54,924)
                                                                  --------      --------
TOTAL STOCKHOLDERS' EQUITY                                          11,443        12,633
                                                                  --------      --------
  TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                      $ 14,626      $ 16,367
                                                                  ========      ========
</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,
                                                                     2004              2003
                                                                 ------------      ------------
<S>                                                              <C>               <C>
Net sales                                                        $      2,670      $      2,308
Other revenues                                                             71                50
                                                                 ------------      ------------

TOTAL REVENUES                                                          2,741             2,358
Cost of goods sold                                                        610               563
                                                                 ------------      ------------
GROSS PROFIT                                                            2,131             1,795
Selling, general and administrative expenses                            2,159             1,841
Research and development expenses                                         609               428
Depreciation and amortization                                             584               539
                                                                 ------------      ------------
OPERATING (LOSS)                                                       (1,221)           (1,013)
Interest income                                                             4                 6
Interest expense                                                            6                 6
                                                                 ------------      ------------
LOSS BEFORE INCOME TAXES                                               (1,223)           (1,013)
Income taxes                                                                4                --
                                                                 ------------      ------------

NET (LOSS)                                                       $     (1,227)     $     (1,013)
                                                                 ============      ============

Basic and diluted (loss) per share                               $      (0.03)     $      (0.03)
                                                                 ============      ============

Weighted average number of common shares - basic and diluted       37,991,988        33,699,750
                                                                 ============      ============
</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>
                                                Common Stock        Additional
                                          -----------------------     Paid-In     Accumulated
                                            Shares                    Capital       Deficit       Total
                                          ----------   ----------   ----------    ----------    ----------
<S>                                       <C>          <C>          <C>           <C>           <C>
Balance at June 30, 2004                  37,991,988   $      190   $   67,367    $  (54,924)   $   12,633
Charge for stock appreciation rights              --           --           30            --            30
Issuance of warrants to purchase 20,000
  shares of common stock for services             --           --            7            --             7
Net loss for the period                           --           --           --        (1,227)       (1,227)
                                          ----------   ----------   ----------    ----------    ----------
Balance at September 30, 2004             37,991,988   $      190   $   67,404    $  (56,151)   $   11,443
                                          ==========   ==========   ==========    ==========    ==========
</TABLE>

     See accompanying notes to condensed consolidated financial statements.


                                       6

<PAGE>

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


                                                             Three Months Ended
                                                                September 30,
                                                               2004       2003
                                                             -------    -------
Cash flows from operating activities:
    Net (loss)                                               $(1,227)   $(1,013)
    Adjustments to reconcile net (loss) to net cash
      (used in) operating activities:
        Depreciation and amortization                            584        539
        Other non-cash items                                      37         29
        Changes in operating assets and liabilities:
           Accounts receivable                                   301        (27)
           Other receivables                                     200        183
           Inventories                                           267       (273)
           Prepaid expenses and other current assets            (117)      (107)
           Other assets                                           --          4
           Accounts payable and accrued expenses                (549)       (85)
                                                             -------    -------
               Net cash (used in) operating activities          (504)      (750)
                                                             -------    -------
Cash flows from investing activities:
    Contingent payments for acquisitions                         (47)       (26)
    Purchases of property and equipment                           (2)        (2)
    Payments for patents and trademarks                          (68)       (82)
                                                             -------    -------
        Net cash (used in) investing activities                 (117)      (110)
                                                             -------    -------
Cash flows from financing activities:
    Preferred stock dividends paid                                --         (2)
    Proceeds from stock option exercises                          --          4
                                                             -------    -------
        Net cash provided by financing activities                 --          2
                                                             -------    -------
Net (decrease) in cash and cash equivalents                     (621)      (858)
Cash and cash equivalents at beginning of period               2,164      4,059
                                                             -------    -------
Cash and cash equivalents at end of period                   $ 1,543    $ 3,201
                                                             =======    =======


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,  2004  are  not
              necessarily indicative of the results that may be expected for the
              year  ending June 30,  2005.  Beginning  in fiscal year 2004,  the
              Company's  reporting segments were combined into one - Nutritional
              Products.

              The  consolidated  balance sheet at June 30, 2004 has been derived
              from the audited  financial  statements at that date, but does not
              include  all  of  the  information   and  footnotes   required  by
              accounting  principles generally accepted in the United States for
              complete financial statements.

              For  further  information,  refer  to the  consolidated  financial
              statements and footnotes  thereto included in the Company's Annual
              Report on Form 10-K for the year ended June 30, 2004.

Note 2        SHORT-TERM INVESTMENTS

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

              Available-for-sale securities consist of ($ in thousands):

<TABLE>
<CAPTION>
                                                               September 30, 2004
                                                       ------------------------------------
                                                                      Gross       Estimated
                                                       Amortized   Unrealized       Fair
                                                          Cost     Gain (loss)      Value
                                                       ---------   -----------    ---------
<S>                                                     <C>             <C>        <C>
              U.S. government and agency securities     $2,000          --         $2,000
</TABLE>

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 and  SFAS  No.  148,  "Accounting  for  Stock-Based
              Compensation-Transition and Disclosure".

              The Company  applies the  intrinsic  value method  pursuant to APB
              Opinion No. 25 in accounting  for its employee  stock option 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, and  amortized  such costs
              over the vesting  period,  the  Company's net loss would have been
              increased to the pro forma amounts  indicated below (in thousands,
              except per share data):


                                       8
<PAGE>

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

                                                             Three months ended
                                                                September 30,
                                                               2004       2003
                                                             -------    -------
Net (loss) as reported                                       $(1,227)   $(1,013)
Deduct:  Total stock-based employee compensation expense
determined under fair value based method for all awards          (28)       (57)
                                                             -------    -------

Pro forma net (loss)                                         $(1,255)   $(1,070)
                                                             =======    =======

 (Loss) per share:
   Basic and diluted  - as reported                           $(0.03)    $(0.03)
   Basic and diluted - pro forma                              $(0.03)    $(0.03)


Note 4   INVENTORIES

              Inventories  at September 30, 2004 and June 30, 2004  consisted of
         finished goods.


Note 5   (LOSS) PER SHARE

                 Diluted  (loss)  per share for the three  month  periods  ended
         September 30, 2004 and 2003,  does not reflect the  incremental  shares
         from the assumed  conversion of stock options and warrants (717,794 and
         1,320,193  shares,  respectively) as the effect of such inclusion would
         be antidilutive.


Note 6   SUPPLEMENTAL CASH FLOW INFORMATION

                                                             Three months ended
                                                                September 30,
                                                               2004       2003
                                                             -------    -------
         Supplemental disclosure of cash flow information:
               Cash paid for interest                          $ --      $ --
               Cash paid for income taxes                      $ --      $ --

         Supplemental schedule of non-cash financing activities:
               Obligation for N21 contingent payments          $ 45      $ 33
               Issuance of common stock for conversion of
                 Series G preferred                            $ --      $188

Note 7  LEGAL PROCEEDINGS

                  On March 19,2003, Andrew Wertheim (a former Executive Officer)
        initiated  an  arbitration  with the  American  Arbitration  Association
        against the Company in connection with his termination of employment. On
        July 24,  2004,  an  arbitrator  awarded  Mr.  Wertheim  (1)  damages of
        $268,477 for salary and benefits, (2) $708,750 related to stock options,
        and (3)  interest of $92,151.  On  November 1, 2004,  the United  States
        District Court for the Southern  District of New York denied a motion by
        the  Company to vacate  the part of the award that  relates to the stock
        options,  i.e.  $708,750  plus  interest.  The  Company  is  considering
        appealing the decision of the District Court.


                                       9
<PAGE>

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

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

           FORWARD-LOOKING STATEMENTS AND RISK FACTORS

           This  quarterly  report and the documents  incorporated  by reference
           contain forward-looking  statements which are intended to fall within
           the "safe  harbor"  provisions of the Private  Securities  Litigation
           Reform  Act  of  1995.  Words  such  as   "anticipates",   "expects",
           "intends", "plans", "believes",  "seeks", and "estimates" and similar
           expressions identify forward-looking statements.  Statements that are
           "forward-looking  statements" are based on current  expectations  and
           assumptions  that are  subject  to risks  and  uncertainties.  Actual
           performance  and results could differ  materially  because of factors
           such as those set forth under "Risk Factors" in Form S-3/A filed with
           the Securities and Exchange Commission on January 27, 2004.

           GENERAL

           The  Company's  revenues  are  primarily  derived  from  the  sale of
           proprietary  ingredients and the grant of patent licenses  related to
           those   ingredients   to   manufacturers   of  vitamin   and  mineral
           supplements.   The  fee  for  the   licenses   are   bundled   on  an
           undifferentiated  basis with the price that the  Company  charges for
           its ingredients.

           Cost of goods sold  includes  both direct and indirect  manufacturing
           costs.   Research   and   development   expenses   include   internal
           expenditures  as  well  as  expenses   associated  with  third  party
           providers.  Selling,  general  and  administrative  expenses  include
           salaries  and  overhead,  third  party  fees  and  expenses,  royalty
           expenses for licenses and trademarks,  and costs  associated with the
           selling of the Company's  products.  The Company  capitalizes  patent
           costs and intangible  assets,  and amortizes them over periods of one
           to seventeen years.

           RESULTS OF OPERATIONS

           Revenues

           Net sales for the three-month period ended September 30, 2004 of $2.7
           million  increased $0.4 million when compared to $2.3 million for the
           same period a year ago.  The  increase is due  primarily to increased
           sales of the Company's  Chromax(R) chromium picolinate in the current
           quarter compared to the same period last year.

           Other  revenues  were $71 thousand for the  three-month  period ended
           September  30, 2004  compared to $50  thousand  for the same period a
           year ago.

           Cost of goods sold

           Cost of goods sold for the  three-month  period ended  September  30,
           2004 and  September 30, 2003 was $0.6  million,  respectively.  Gross
           margin on product  sales of 77.2% for the  three-month  period  ended
           September 30, 2004 increased 1.6  percentage  points when compared to
           the same period a year earlier due to the mix of products sold in the
           current period as compared to the same period a year ago.

           Research and development expenses

           Research  and   development   expenses  were  $0.6  million  for  the
           three-month period ended September 30, 2004, compared to $0.4 million
           for the same  period a year ago.  The  increase is due  primarily  to
           continued spending to validate new chromium applications.

           Selling, general and administrative expenses (SG&A)

           SG&A expenses for the three-month  period ended September 30, 2004 of
           $2.2 million  increased $0.3 million when compared to the same period
           a year ago. Marketing  expenditures,  increased legal fees associated
           with outstanding lawsuits and personnel related expenditures were the
           primary reason for the increase.


                                       10
<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, 2004 was $0.6 million  compared to $0.5 million for the
           same period a year ago.

           Operating Loss

           Operating loss for the  three-month  period ended  September 30, 2004
           was $1.2 million  compared to an  operating  loss of $1.0 million for
           the same period a year ago.  Increases in  expenses,  as noted above,
           were the primary reasons for the increased operating loss.

           Interest expense and Interest income

           Interest expense,  net of interest income for the three-month  period
           ended September 30, 2004 was $2 thousand  compared to $0 for the same
           period a year ago.  Levels of cash available for investment in fiscal
           year 2005 were lower than the comparable period in fiscal year 2004.

           Liquidity and Capital Resources

           Cash and cash equivalents and short-term investments at September 30,
           2004 were $3.5 million  compared to $4.2 million at June 30, 2004. As
           of  September  30,  2004,  the Company  had  working  capital of $2.7
           million  compared  to $3.4  million  as of June  30,  2004.  Improved
           collection  of trade  receivables  ($0.3  million),  lower  inventory
           levels  ($0.3  million)  and a  reduction  in accounts  payables  and
           accrued expenses, net ($0.5 million) were the primary reasons for the
           change.

           During the three months ended  September  30, 2004,  net cash of $0.5
           million was used in operating activities compared to net cash used of
           $0.8 million for the comparable  period a year ago.  Improvements  in
           operating  assets,  net  of  operating  liabilities  ($0.5  million),
           partially offset by a $0.2 million increase in the Company's net loss
           when  compared  to the  comparable  period a year  earlier,  were the
           primary reasons for the change.

           During the three-month periods ended September 30, 2004 and September
           30,  2003 net cash used for  investing  activities  was $0.1  million
           respectively.

           During the  three-month  period ended  September  30, 2004,  net cash
           provided  by  financing  activities  was  $0,  compared  to net  cash
           provided of $2 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 in the short term.
           Long-term liquidity is dependent upon achieving future  profitability
           or raising additional financing.

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

           Significant Accounting Pronouncements

           The Company has considered all recent accounting  pronouncements  and
           has determined that the pronouncements have no material effect on the
           Company's consolidated financial statements.

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.


                                       11

<PAGE>

ITEM 4 - CONTROLS AND PROCEDURES

           The Company's  management,  with the  participation  of the Company's
           Chief  Executive  and Chief  Financial  Officer,  has  evaluated  the
           effectiveness of the Company's  disclosure controls and procedures as
           of September 30, 2004. Based on this evaluation,  the Company's Chief
           Executive  Officer and Chief  Financial  Officer  concluded  that the
           Company's  disclosure  controls  and  procedures  are  effective  for
           gathering,  analyzing and disclosing the  information  the Company is
           required to  disclose  in the  reports it files under the  Securities
           Exchange Act of 1934,  within the time periods specified in the Sec's
           rules and forms.

           During the  quarter  ended  September  30,  2004,  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.



                                       12
<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  March  19,2003,   Andrew  Wertheim  (a  former  Executive  Officer)
         initiated  an  arbitration  with the American  Arbitration  Association
         against the Company in connection  with his  termination of employment.
         On July 24, 2004,  an  arbitrator  awarded Mr.  Wertheim (1) damages of
         $268,477  for  salary  and  benefits,  (2)  $708,750  related  to stock
         options,  and (3) interest of $92,151.  On November 1, 2004, the United
         States  District  Court for the Southern  District of New York denied a
         motion by the  Company to vacate the part of the award that  relates to
         the  stock  options,  i.e.  $708,750  plus  interest.  The  Company  is
         considering appealing the decision of the District Court.


ITEM 6  - EXHIBITS AND REPORTS ON FORM 8-K

         (a)      EXHIBITS

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

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

                  32       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, 2004.

                  1.       Report dated  September 22, 2004 furnishing a copy of
                           a press  release of financial  results for the fiscal
                           quarter and year ended June 30, 2004.



                                       13

<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 12, 2004        By: /s/ Gail Montgomery
                                    -----------------------------
                                    Gail Montgomery
                                    President and Chief Executive Officer
                                    (Principal Executive Officer)


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



                                       14