<PAGE>
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

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

For the quarterly period ended December 31, 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 incorporation           (I.R.S. Employer
or organization)                                       Identification No.)

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

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

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

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

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding twelve (12) months (or for such shorter period that the registrant
was required to file such reports) and (2) has been subject to such filing
requirements for the past ninety (90) days.

         Yes     X                No
             ---------               -------


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


<PAGE>


                               NUTRITION 21, INC.

                                      INDEX
<TABLE>
<CAPTION>


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

<S>                                                                                                <C>
    ITEM 1      Consolidated Financial Statements (unaudited)


                Consolidated Balance Sheets at December 31, 2002
                   and June 30, 2002                                                                3


                Consolidated Statements of  Operations for the three
                   and six months ended December 31, 2002 and 2001                                  5


                Consolidated Statement of Stockholders' Equity for
                   the six months ended December 31, 2002                                           6


                Consolidated Statements of Cash Flows for the six
                   months ended December 31, 2002 and 2001                                          7


                Notes to 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                                                                15

     ITEM 4    Controls and Procedures                                                             15

     PART II   OTHER INFORMATION
     -------   -----------------

     ITEM 1    Legal Proceedings                                                                   16

     ITEM 2    Changes in Securities and Use of Proceeds                                           16

     ITEM 5    Other Information                                                                   16

     ITEM 6    Exhibits and Reports on Form 8-K                                                    16

</TABLE>


                                       2
<PAGE>


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

<TABLE>
<CAPTION>
                                                                                        December 31,        June 30,
                                                                                            2002              2002
                                                                                            ----              ----
                                                                                         (unaudited)        (Note 1)
ASSETS

<S>                                                                                      <C>                 <C>
Current assets:
    Cash and cash equivalents                                                               $5,140             $3,974

    Short-term investments                                                                     200              1,000
    Accounts receivable (less allowance for doubtful accounts of $19
    at December 31, 2002 and June 30, 2002, respectively)                                    1,616              2,219

    Other receivables                                                                          299              1,097

    Inventories                                                                                792              1,075

    Prepaid expense and other current assets                                                 1,108                788
                                                                                             -----                ---

         Total current assets                                                                9,155             10,153

Property and equipment, net                                                                    599                654
Patents and trademarks (net of accumulated amortization of
$14,016 at December 31, 2002 and $12,721 at June 30, 2002)                                  15,997             17,073

Other assets                                                                                   218                220
                                                                                               ---                ---

TOTAL ASSETS                                                                               $25,969            $28,100
                                                                                           =======            =======

</TABLE>

See accompanying notes to consolidated financial statements.




                                       3
<PAGE>


                               NUTRITION 21, INC.
                           CONSOLIDATED BALANCE SHEETS
                        (in thousands, except share data)
<TABLE>
<CAPTION>

                                                                                          December 31,        June 30,
                                                                                              2002              2002
                                                                                              ----              ----
LIABILITIES AND STOCKHOLDERS' EQUITY                                                      (unaudited)         (Note 1)

<S>                                                                                        <C>                <C>
Current liabilities;
      Accounts payable and accrued expenses                                                    $2,396          $2,102
      Contingent payments payable                                                                  27              43
      Preferred dividends payable                                                                   5               6
                                                                                               ------           -----
             Total current liabilities                                                          2,428           2,151

TOTAL LIABILITIES                                                                               2,428           2,151
                                                                                                -----           -----
Commitments and contingent liabilities

STOCKHOLDERS' EQUITY:

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

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

Common stock, $0.005 par value, authorized 65,000,000 shares;

    33,838,990 shares issued at December 31, 2002 and 33,048,655
    shares issued at June 30, 2002.                                                               168             165

Additional paid-in capital                                                                     64,240          63,936

Accumulated deficit                                                                          (40,895)        (38,501)

Less treasury stock, at cost, 236,000 shares                                                    (160)           (122)
                                                                                              -------         -------
TOTAL STOCKHOLDERS' EQUITY                                                                    $23,541         $25,949
                                                                                              -------         -------

  TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                                  $25,969         $28,100
                                                                                              =======         =======
</TABLE>

See accompanying notes to consolidated financial statements.



                                       4
<PAGE>



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

<TABLE>
<CAPTION>
                                                     Three Months Ended                           Six Months Ended
                                                        December 31,                                 December 31
                                                  2002                  2001                   2002                  2001
                                                  ----                  ----                   ----                  ----
<S>                                             <C>                   <C>                    <C>                   <C>
Net sales                                       $2,284                $2,837                 $5,523                $6,632
Other revenues                                      50                    75                    125                   229
                                                    --                    --                    ---                   ---

REVENUES                                         2,334                 2,912                  5,648                 6,861

Cost of goods sold                                 982                   871                  1,790                 2,111
                                                   ---                   ---                  -----                 -----
GROSS PROFIT                                     1,352                 2,041                  3,858                 4,750

  Research and development
  expenses                                         611                   225                    840                   410
  Selling, general and administrative
  expenses                                       2,255                 1,776                  4,022                 3,458
  Depreciation and amortization                    766                   665                  1,397                 1,321
                                                   ---                   ---                  -----                 -----

OPERATING LOSS                                 (2,280)                 (625)                (2,401)                 (439)

Interest income                                     20                    20                     41                    65
Interest expense                                    10                    22                     22                    50
Other income, net                                   --                    --                     --                 1,794
                                                    --                    --                     --                 -----

(LOSS) INCOME BEFORE
INCOME TAXES                                    (2,270)                 (627)                (2,382)                 1,370

Income tax (benefit)                                --                 (252)                     --                   466
                                                    --                 -----                     --                   ---

NET (LOSS) INCOME                             $(2,270)                $(375)              $ (2,382)                  $904
                                              ========                ======              =========                  ====

  Basic (loss) earnings per share              $(0.07)               $(0.02)                $(0.07)                 $0.02
                                               =======               =======                =======                 =====

  Diluted (loss) earnings per share
                                               $(0.07)               $(0.02)                $(0.07)                 $0.02
                                               =======               =======                =======                 =====

  Weighted average number of common
  shares - basic                            33,041,115            32,242,337             33,020,538            32,291,648
                                            ==========            ==========             ==========            ==========

  Weighted average number of common
  shares and equivalents - diluted
                                            33,041,115            32,242,337             33,020,538            32,308,400
                                            ==========            ==========             ==========            ==========
</TABLE>

See accompanying notes to consolidated financial statements.



                                       5
<PAGE>




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

                                                                                                Additional
                                     Preferred Stock                              Paid-In     Accumulated      Treasury
                                         Series G          Common Stock           Capital        Deficit        Stock        Total
                                         --------          ------------           -------        -------        -----        -----

                                     Shares      $      Shares          $             $             $             $            $
                                     ------      -      ------          -             -             -             -            -

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

Preferred stock dividends declared      --        --      --              --            --            (12)          --         (12)

Issuance of warrants                    --        --      --              --            24              --          --           24

Conversion of Series G stock to
common stock                         (283)     (283)      654,335          3           280              --          --           --

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

Net loss for the period                 --        --        --            --            --         (2,382)          --      (2,382)
                                       ---      ----    ----------      ----       -------       --------       ------      -------

Balance at December 31, 2002           188      $188    33,602,990      $168       $64,240       $(40,895)      $(160)      $23,541
                                       ===      ====    ==========      ====       =======       =========      ======      =======

</TABLE>


          See accompanying notes to consolidated financial statements.


                                       6
<PAGE>


                               NUTRITION 21, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (in thousands)
                                   (unaudited)
<TABLE>
<CAPTION>

                                                                                                          Six Months Ended
                                                                                                            December 31,
                                                                                                        2002             2001
                                                                                                        ----             ----
<S>                                                                                                  <C>               <C>
Cash flows from operating activities:
    Net (loss) income                                                                                $(2,382)             $904
    Adjustments to reconcile net (loss) income to net cash provided by operating
    activities:
        Depreciation and amortization                                                                   1,397            1,321
        Gain on sale of assets                                                                              -             (40)
        Issuance of warrants                                                                               24               --
        Changes in operating assets and liabilities:
           Accounts receivable                                                                            603            2,067
           Other receivables                                                                              798               76
           Inventories                                                                                    283              125
           Prepaid and other current assets                                                             (320)             (36)
           Other assets                                                                                     2                4
           Accounts payable and accrued expenses                                                          293          (1,589)
                                                                                                          ---          -------
               Net cash provided by operating activities                                                  698            2,832
                                                                                                          ---            -----

Cash flows from investing activities:
    Contingent payments for acquisitions                                                                 (79)          (1,512)
    Purchases of property and equipment                                                                  (46)              (6)
    Payments for patents and trademarks                                                                 (157)            (131)
    Proceeds from sale of assets                                                                           --              100
    Proceeds from investments                                                                             800               --
                                                                                                          ---               --
        Net cash provided by (used in) investing activities                                               518          (1,549)
                                                                                                          ---          -------
Cash flows from financing activities:
    Debt repayments                                                                                        --          (1,125)
    Preferred stock dividends paid                                                                       (12)             (43)
    Purchase of common stock for treasury                                                                (38)            (122)
    Redemption of redeemable preferred stock                                                               --            (345)
                                                                                                           --            -----
        Net cash used in financing activities                                                            (50)          (1,635)
                                                                                                         ----          -------

Net increase (decrease) in cash and cash equivalents                                                    1,166            (352)
Cash and cash equivalents at beginning of period                                                        3,974            5,355
                                                                                                        -----            -----
Cash and cash equivalents at end of period                                                             $5,140           $5,003
                                                                                                       ======           ======
</TABLE>

See accompanying notes to consolidated financial statements.



                                       7
<PAGE>
                               NUTRITION 21, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                       ($ in thousands, except share data)
                                   (unaudited)

Note 1    BASIS OF PRESENTATION
          ---------------------

          The accompanying unaudited consolidated financial statements have been
          prepared in accordance with accounting  principles  generally accepted
          in the United States for interim  financial  information  and with the
          instructions   to  Form  10-Q  and  Article  10  of  Regulation   S-X.
          Accordingly,  they do not include all of the information and footnotes
          required by  accounting  principles  generally  accepted in the United
          States  for  complete   financial   statements.   In  the  opinion  of
          management,   all   adjustments   (consisting   of  normal   recurring
          adjustments)  considered  necessary for a fair  presentation have been
          included.  Operating results for the three-and six month periods ended
          December 31, 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 three and six month periods ended  December 31,
          2002, there was no material impact as a result of the adoption of this
          standard.

Note 3    INVENTORIES
          -----------

          The  components of  inventories at December 31, 2002 and June 30, 2002
          were:
<TABLE>
<CAPTION>

                                                           December 31,         June 30,
                                                               2002               2002
                                                               ----               ----

<S>                                                        <C>                 <C>
          Raw materials                                        $401                $444
          Finished goods                                        391                 631
                                                                ---                 ---
          Total inventories                                    $792              $1,075
                                                               ====              ======
</TABLE>

Note 4    REDEEMABLE PREFERRED STOCK
          --------------------------

          During the six month period ended December 31, 2002, 283 shares of the
          Company's  Series G Preferred Stock were converted into 654,335 shares
          of the Company's common stock.





                                       8
<PAGE>


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

Note 5    EARNINGS PER SHARE
          ------------------

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

        Basic and diluted earnings (loss) per               Three months ended                    Six months ended
        share:                                                 December 31,                         December 31,
                                                             2002              2001              2002              2001
                                                             ----              ----              ----              ----
<S>                                                      <C>                 <C>             <C>                   <C>
        Net (loss) income                                $(2,270)            $(375)          $(2,382)              $904
            Less: Dividends on preferred shares               (5)              (17)              (11)              (40)
                 Premium on redemption of
                 preferred stock                               --              (85)                --             (115)
                                                               --              ----                --             -----
        Net (loss) income available to common
        stockholders                                     $(2,275)            $(477)          $(2,393)              $749
                                                         ========            ======          ========              ====

        Weighted average shares:                       33,041,115        32,242,337        33,020,538        32,291,648
                                                       ==========        ==========        ==========        ==========

        Basic (loss) earnings per share                   $(0.07)           $(0.02)           $(0.07)             $0.02
                                                          =======           =======           =======             =====
        Diluted (loss) earnings per share
        computation:
        Net (loss) income available to common
        stockholders                                     $(2,275)            $(477)          $(2,393)              $749

          Add:  Dividends on preferred stock                   --                --                --                --
                                                               --                --                --                --
        Net (loss) income available to common
        stockholders                                     $(2,393)            $(477)          $(2,393)              $749
                                                         ========            ======          ========              ====

        Weighted average shares:                       33,041,115        32,242,337        33,020,538        32,291,648
          Plus incremental shares from assumed
          conversions:
            Preferred stock                                    --                --                --                --
            Stock option plans                                 --                --                --            16,752
                                                               --                --                --            ------
        Adjusted weighted average shares               33,041,115        32,242,337        33,020,638        32,308,400
                                                       ==========        ==========        ==========        ==========

        Diluted (loss) earnings per share                 $(0.07)           $(0.02)           $(0.07)             $0.02
                                                          =======           =======           =======             =====
</TABLE>

          Diluted  (loss)  earnings  per share for the three month and six month
          periods  ended  December  31,  2002 and  2001,  does not  reflect  the
          incremental  shares from the assumed  conversion  of  preferred  stock
          (1,079,692 and 1,247,756 and 178,522 and 614,617 shares, respectively)
          as the effect of such inclusion would be antidilutive.

Note 6    RESEARCH AND DEVELOPMENT AGREEMENTS
          -----------------------------------

          The  Company's  strategy for this  quarter and the next four  quarters
          includes a larger commitment,  relative to the prior year, 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 to be completed not later than December 31,
          2004. The Company  entered into an agreement  with  Diabetex,  Inc., a
          diabetes disease management company, to perform studies related to the
          Company's technology  addressing blood glucose support for people with
          diabetes to be completed not later than December 31, 2004. The Company
          expects to launch these products under the Dietary  Supplement  Health
          and  Education  Act  (DSHEA)  regulatory  pathway,  which  customarily


                                       9
<PAGE>

          requires only nominal  research to support safety and label claims and
          is less  costly  and  time  consuming  than  that  required  for  drug
          development.  The larger scale  studies are being  conducted to secure
          medical acceptance and adoption as treatment protocols.  The Company's
          spending in this area of new technology, however, is discretionary and
          is subject to the  availability  of funds.  There can be no assurances
          that the Company's disease specific product  development  efforts will
          be  successfully  completed or that the products will be  successfully
          manufactured or marketed.


Note 7    OTHER INCOME
          ------------

          In the six month period ended December 31, 2001, the Company  recorded
          as  other  income  $1.8  million   from  the   settlement   of  patent
          infringement  claims  related  to  chromium  picolinate  and a sale of
          assets.

Note 8    INCOME TAXES
          ------------

          The effective tax rates for the six-month  periods ended  December 31,
          2002 and 2001 were 0.0% and 34.0%, respectively. The difference in tax
          rates is  primarily  due to  changes  in the  deferred  tax  valuation
          allowance.

Note 9    SEGMENT REPORTING
          -----------------

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

          Information by business segment (in thousands):

<TABLE>
<CAPTION>
                                                                        Three months ended               Six months ended
                                                                           December 31,                    December 31,
                                                                        2002            2001           2002             2001
                                                                        ----            ----           ----             ----
<S>                                                                  <C>              <C>              <C>             <C>
               Revenues
               --------
               Nutritional Products                                   $2,284          $2,791         $5,508           $6,675
               Pharmaceutical Products                                    50             121            140              186
                                                                          --             ---            ---              ---
                                                                      $2,334          $2,912         $5,648           $6,861
                                                                      ======          ======         ======           ======

               Operating Income (Loss)
               -----------------------
               Nutritional Products                                 $(2,298)                       $(2,467)           $(396)
                                                                                       $(683)
               Pharmaceutical Products                                    18              58             66             (43)
                                                                          --              --             --             ----
                                                                    $(2,280)          $(625)       $(2,401)           $(439)
                                                                    ========          ======       ========           ======
</TABLE>

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

          One nutritional  product segment customer  accounted for approximately
          38% of the segment revenues in the six month period ended December 31,
          2002.

Note 10   SUPPLEMENTAL CASH FLOW INFORMATION
          ----------------------------------

<TABLE>
<CAPTION>
                                                                            Six months ended
                                                                             December 31 ,

                                                                             2002       2001
                                                                             ----       ----
<S>                                                                        <C>       <C>
         Supplemental disclosure of cash flow information:
               Cash paid for interest                                       $12          $50
               Cash paid for income taxes                                   $41         $759

         Supplemental schedule of non-cash financing activities:
               Obligation for purchase of property and equipment            $--         $137
               Obligation for N21 contingent payments                       $18         $217
               Obligation for Lite Bites contingent payment                 $--         $915
               Issuance of common stock for Series E conversion             $--         $194


</TABLE>


                                       10
<PAGE>



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

Note  11  RELATED PARTY TRANSACTIONS
          --------------------------

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




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

          General

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

          Cost of goods sold  includes  both direct and  indirect  manufacturing
          costs.  Research  expenses  include  internal  expenditures as well as
          expenses associated with third party providers.  Selling,  general and
          administrative  expenses  include  salaries and overhead,  third party
          fees and expenses,  royalty expenses for licenses and trademarks,  and
          costs  associated  with the  selling of the  Company's  products.  The
          Company capitalizes patent costs and acquisition-related  goodwill and
          intangible  assets,  and amortizes them,  excluding goodwill effective
          July 1, 2001, over periods of one to twenty years.

          Results of Operations

          Revenues
          --------

          Net sales for the three and six month periods ended  December 31, 2002
          of $2.3 million and $5.5 million, respectively, decreased $0.5 million
          and $1.1 million, respectively, when compared to $2.8 million and $6.6
          million for the same periods a year ago. The decrease is due primarily
          to a temporary  hiatus of the sale of Lite Bites products  through QVC
          as a result of a restaging of the QVC product lineup, and planning for
          expansion to retail  outlets.  Nutrition  Products  revenue  nominally
          increased  for  the  period,  despite  an  erosion  of our  customers'
          business in the "weight-loss"  category due to the  discontinuation of
          their products formulated with Ephedra.

          Other revenues of $50 thousand and $125 thousand for the three and six
          month periods ended December 31, 2002, respectively, declined slightly
          when  compared  to the same  periods a year ago.  License  fee  income
          earned was lower in the three and six month period ended  December 21,
          2002 when compared to the same periods a year ago.

          Cost of goods sold
          ------------------

          Cost of goods sold for the three and six month periods ended  December
          2002 were $1.0 million and $1.8 million,  compared to $0.9 million and
          $2.1 million,  respectively,  for the same periods a year ago. Cost of
          goods primarily  reflects the impact of lower sales for the six months
          ended  December 31, 2002.  Gross margin on product  sales of 57.0% and
          67.6% for the three and six month  periods  ended  December  31, 2002,
          respectively,  declined 12.3 and 0.6 percentage points,  respectively,
          when  compared to the same periods a year  earlier.  The change is due
          partly to development  costs  associated with the restaging of the new
          QVC product lineup and the Lite Bites  expansion into retail,  as well
          as an increase in provision for returned goods.  An additional  change
          is due partly to product mix,  with lower margin  products  accounting
          for a greater proportion of the Company's revenues.

          Research and development expenses
          ---------------------------------

          Research  costs of $0.6  million  and $0.8  million  for the three and
          six-month  periods ended  December 31, 2002,  respectively,  increased
          $0.4 million and $0.4  million,  respectively,  when  compared to $0.2
          million and $0.4  million,  respectively,  for the same periods a year
          ago.  The  increase is due  primarily  to spending to validate two new
          chromium Nutrition Products applications in diabetes and depression.

          The  Company's  strategy for this  quarter and the next four  quarters
          includes a larger commitment,  relative to the prior year, 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 to be completed not later than December 31,


                                       12
<PAGE>

          2004. The Company  entered into an agreement  with  Diabetex,  Inc., a
          diabetes disease management company, to perform

Item 2 - Management's Discussion and Analysis of Financial Condition and Results
         of Operations (Continued)

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

          Selling general and administrative expenses (SG&A)
          --------------------------------------------------

          SG&A expenses for the three and six month  periods ended  December 31,
          2002 of $2.3 million and $4.0 million,  respectively,  increased  $0.5
          million and $0.5 million, respectively,  when compared to $1.8 million
          and $3.5 million in the same periods a year ago. Charges for personnel
          and personnel related costs as well as activities  associated with the
          Company's  transition to retail  expansion for the Lite Bites Business
          and  organizational  expansion to support the Company's planned launch
          of new chromium based nutrition  products were the primary reasons for
          the increase.

          Depreciation and amortization
          -----------------------------

          Depreciation  and  amortization  for the three  and six month  periods
          ended   December  31,  2002  were  $0.8  million  and  $1.4   million,
          respectively, compared to $0.7 million and $1.4 million, respectively,
          for the same periods a year ago.

          Operating Loss
          --------------

          Operating  loss for the three and six month periods ended December 31,
          2002 was $2.3 million and $2.4 million,  respectively,  compared to an
          operating loss of $0.6 million and $0.4 million, respectively, for the
          same periods a year ago.  Lower revenues and product mix combined with
          increases in operating  expenses for our new chromium based  nutrition
          products were the primary reasons for the shortfall.

          Interest income, Interest expense and Other income, net
          -------------------------------------------------------

          Interest  income,  net of interest expense for the three and six month
          periods  ended  December 21, 2002 was $20  thousand and $19  thousand,
          respectively,  compared to interest expense, net of interest income of
          $2  thousand  and  interest  income,  net of  interest  expense of $15
          thousand  for the same  periods a year ago.  Levels of cash on hand in
          fiscal 2003 were higher than the comparable periods a year ago.

          Other  income for the six months ended  December  31,  2001,  was $1.8
          million  primarily  from amounts  earned on the  settlement  of patent
          infringement  lawsuits,  as well as  gains  resulting  from  licensing
          certain rights to sell lysostaphin for research purposes to an Officer
          of the Company.

           Income tax (benefit)
           --------------------

          There were no income taxes for the three and six month  periods  ended
          December  31, 2002  compared to an income tax benefit of $0.3  million
          for the  three  months  ended  December  31,  2001 and an  income  tax
          provision of $0.5 million for the six months ended  December 31, 2001.
          The  effective  tax rate was 0% for the  three  and six  months  ended
          December 31, 2002. At December 31, 2002,  the  difference  between the
          federal  statutory rate of 34% and the actual rate is primarily due to
          changes in the deferred tax asset valuation allowance.

           Business Segment
           ----------------

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

          Nutritional Products
          --------------------

          Nutritional product revenues for the three and six month periods ended
          December 31, 2002, were $2.3 million and $5.5 million, respectively, a
          decrease of $0.5 million and $1.2 million, respectively, when compared


                                       13
<PAGE>

          to $2.8 million and $6.7 million, respectively, for the same periods a
          year ago. The decrease in revenues is primarily due to lower

Item 2 - Management's Discussion and Analysis of Financial Condition and Results
         of Operations (Continued)

          sales of nutrition bars and related  supplement  products through QVC,
          as a result of a temporary hiatus of QVC airings due to a restaging of
          the QVC lineup.


          Nutritional products operating loss was $2.3 million and $2.5 million,
          respectively,  for the three and six month periods ended  December 31,
          2002  as  compared  to an  operating  loss of $0.7  million  and  $0.4
          million, respectively, for the same periods a year ago. The decline in
          product sales and  increases in operating  costs  associated  with our
          retail  expansion  of  Lite  Bites  a the  planned  launch  of two new
          chromium  based  nutrition  products were the primary  reasons for the
          shortfall.

          Pharmaceutical Products
          -----------------------

          Pharmaceutical  product  revenues  were $50 thousand and $140 thousand
          for the three and six month periods ended December 31, 2002,  compared
          to $121  thousand and $186 thousand in the  comparable  periods a year
          ago.

          Pharmaceutical  products  operating  income was $18  thousand  and $66
          thousand for the three month and six month periods ended  December 31,
          2002 as  compared  to  operating  income of $58  thousand in the three
          months ended  December 31, 2001 and an operating  loss of $43 thousand
          for the six months ended December 31, 2001.

          Liquidity and Capital Resources
          -------------------------------

          Cash and cash  equivalents  at  December  31,  2002 were $5.3  million
          compared to $5.0  million at June 30,  2002.  As of December 31, 2002,
          the  Company had working  capital of $6.7  million  compared to a $8.0
          million as of June 30,  2002.  The change in working  capital  was the
          result of the collection of funds due from the  successful  settlement
          of patent  infringement  litigation  as well as a  reduction  in trade
          collections.

          During  the six  months  ended  December  31,  2002,  net cash of $0.5
          million was provided by investing  activities  compared to net cash of
          $1.5 million used in investing  activities for the comparable period a
          year ago. Contingent payments for previous acquisitions that are based
          on current sales  declined $1.4 million due to decreases in net sales.
          Cash used in financing  activities  for the six months ended  December
          31, 2002 was $50 thousand compared to $1.6 million for the same period
          a year ago.  During the six months  ended  December  31,  2001, a cash
          payment of $1.1  million was made to repay the  Company's  outstanding
          term loan with Citizens  Bank.  This  repayment was made in connection
          with the Company  obtaining  a new line of credit with Fleet  National
          Bank.  In  addition,  cash  was used for the  redemption  of  Series F
          preferred stock and the repurchase of common stock.

          The Company's  primary  sources of financing  are from cash  generated
          from  continuing  operations and the ability to enter into  short-term
          loans  from  time to time,  not to exceed  $4.0  million,  with  Fleet
          National Bank. At December 31, 2002, the Company had no borrowings.

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

          Future  acquisition  activities  and any  increases in  marketing  and
          research and development  expenses over the present levels may require
          additional  funds.  The  Company  will seek any  necessary  additional
          funding through  arrangements  with corporate  collaborators,  through
          public  or  private  sales  of  its   securities,   including   equity
          securities,  or through bank financing arrangements.  The Company does
          not currently have any specific  arrangements for additional financing
          and  there  can  be no  assurance  that  additional  funding  will  be
          available at all or on terms acceptable to the Company.

          Significant Accounting Pronouncements
          -------------------------------------

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


                                       14
<PAGE>





Item 3 - Quantitative and Qualitative Disclosures About Market Risk


          Market  risk  represents  the risk of changes in value of a  financial
          instrument,  derivative or  non-derivative,  caused by fluctuations in
          interest rates,  foreign exchange rates and equity prices. The Company
          has no financial instruments that give it exposure to foreign exchange
          rates or equity prices.

Item 4 - Controls and Procedures



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


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













                                       15
<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 2 - Changes in Securities and Use of Proceeds

          (i) On September 17, 2002,  the Company issued a three year Warrant at
          an exercise  price of $0.40 to purchase  5,000 shares of the Company's
          Common Stock to Stan Slap for marketing and organizational development
          services.

          (ii) On December 10, 2002,  the Company issued a three year Warrant at
          an exercise price of $0.48 to purchase  35,000 shares of the Company's
          Common Stock to Michael Brod for financial consulting services.

Item 5 - Other Information

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


Item 6 - Exhibits and Reports on Form 8-K

          (a) Exhibits

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

          (b) Reports

               None











                                       16
<PAGE>


                                NUTRITION 21, INC

                                   SIGNATURES



Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.



                                                NUTRITION 21, INC.
                                                ------------------
                                                     Registrant






Date:  February 13, 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)





                                       17
<PAGE>


CERTIFICATIONS

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

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

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

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

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

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

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

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

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

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


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

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

Date: February 13, 2003                    /s/ Gail Montgomery
                                           -------------------
                                           President and Chief Executive officer





                                       18
<PAGE>



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

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

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

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

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

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

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

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

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


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

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

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

Date: February 13, 2003      /s/ Paul Intlekofer
                             -------------------
                             Chief Financial Officer and Senior Vice President,
                             Corporate Development (Principal Financial Officer)



                                       19
<PAGE>