UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the

                         Securities Exchange Act of 1934

       Date of Report (Date of earliest event reported): October 14, 2005

                               NUTRITION 21, INC.
             (Exact name of registrant as specified in its charter)

<TABLE>
<S>                                 <C>                          <C>
---------------------------------------------------------------------------------------------
            New York                         0-14983                       11-2653613
---------------------------------------------------------------------------------------------
(State or Other Jurisdiction of     (Commission file Number)     (IRS Employer Identification
         Incorporation)                                                       No.)
---------------------------------------------------------------------------------------------
</TABLE>

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

Registrant's telephone number, including area code: (914) 701-4500

                                       N/A
          (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

|_|   Written communications pursuant to Rule 425 under the Securities Act (17
      CFR 230.425)

|_|   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
      240.14a-12)

|_|   Pre-commencement communications pursuant to Rule 14d-2(b) under the
      Exchange Act (17 CFR 240.14d-2(b))

|_|   Pre-commencement communications pursuant to Rule 13e-4(c) under the
      Exchange Act (17 CFR 240.13e-4(c))

<PAGE>

Item 2.04. Triggering Events That Accelerate Or Increase A Direct Financial
Obligation Or An Obligation Under An Off-Balance Sheet Arrangement

In connection with the termination of the employment of Andrew Wertheim (a
former executive officer), an arbitrator on July 24, 2004, awarded Mr. Wertheim
damages of (1) $269,000 for salary and benefits, (2) $709,000 related to stock
options, and (3) interest of $92,000. 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 related to stock options, i.e.
$709,000 plus interest. On October 14, 2005, the United States Court of Appeals
for the Second Circuit rejected the company's appeal from the denial of its
motion. The company has decided not to appeal the Court's decision and will pay
the damages and interest awarded by the arbitrator, together with additional
interest for the period from July 24, 2004. The company charged $1,070,000
against earnings in respect of the arbitrator's award in its financial
statements for the year ended June 30, 2004. On December 13, 2004, the Company
deposited $1,225,000 as security for this payment with the Clerk of the District
Court. The Company has characterized this security deposit as Restricted Cash in
its financial statements.

<PAGE>

                                   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 hereto duly authorized.

                                                Nutrition 21, Inc.
                                                (Registrant)

Date: October 20, 2005                          By: /s/ Gail Montgomery
                                                    -------------------
                                                        Gail Montgomery
                                                        President & CEO
{"company-data": {"conformed-name": "NUTRITION 21 INC", "cik": "0000744962", "assigned-sic": "2836", "irs-number": "112653613", "state-of-incorporation": "NY", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-12106", "film-number": "051147128"}, "business-address": {"street1": "4 MANHATTANVILLE ROAD", "city": "PURCHASE", "state": "NY", "zip": "10577-2197", "phone": "9147014500"}, "mail-address": {"street1": "4 MANHATTANVILLE ROAD", "city": "PURCHASE", "state": "NY", "zip": "10577-2197"}, "former-company": [{"former-conformed-name": "AMBI INC", "date-changed": "19961226"}, {"former-conformed-name": "APPLIED MICROBIOLOGY INC", "date-changed": "19920703"}]}
UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the

                         Securities Exchange Act of 1934

       Date of Report (Date of earliest event reported): October 14, 2005

                               NUTRITION 21, INC.
             (Exact name of registrant as specified in its charter)
---------------------------------------------------------------------------------------------
            New York                         0-14983                       11-2653613
---------------------------------------------------------------------------------------------
(State or Other Jurisdiction of     (Commission file Number)     (IRS Employer Identification
         Incorporation)                                                       No.)
---------------------------------------------------------------------------------------------
4 Manhattanville Road, Purchase, New York                               10577
(Address of Principal Executive Offices)                              (Zip Code)

Registrant's telephone number, including area code: (914) 701-4500

                                       N/A
          (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

|_|   Written communications pursuant to Rule 425 under the Securities Act (17
      CFR 230.425)

|_|   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
      240.14a-12)

|_|   Pre-commencement communications pursuant to Rule 14d-2(b) under the
      Exchange Act (17 CFR 240.14d-2(b))

|_|   Pre-commencement communications pursuant to Rule 13e-4(c) under the
      Exchange Act (17 CFR 240.13e-4(c))
Item 2.04. Triggering Events That Accelerate Or Increase A Direct Financial
Obligation Or An Obligation Under An Off-Balance Sheet Arrangement

In connection with the termination of the employment of Andrew Wertheim (a
former executive officer), an arbitrator on July 24, 2004, awarded Mr. Wertheim
damages of (1) $269,000 for salary and benefits, (2) $709,000 related to stock
options, and (3) interest of $92,000. 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 related to stock options, i.e.
$709,000 plus interest. On October 14, 2005, the United States Court of Appeals
for the Second Circuit rejected the company's appeal from the denial of its
motion. The company has decided not to appeal the Court's decision and will pay
the damages and interest awarded by the arbitrator, together with additional
interest for the period from July 24, 2004. The company charged $1,070,000
against earnings in respect of the arbitrator's award in its financial
statements for the year ended June 30, 2004. On December 13, 2004, the Company
deposited $1,225,000 as security for this payment with the Clerk of the District
Court. The Company has characterized this security deposit as Restricted Cash in
its financial statements.
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 hereto duly authorized.

                                                Nutrition 21, Inc.
                                                (Registrant)

Date: October 20, 2005                          By: /s/ Gail Montgomery
                                                    -------------------
                                                        Gail Montgomery
                                                        President & CEO