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): November 8, 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
        Incorporation)                                       Identification 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))

<PAGE>

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing

On November 8, 2005, Nutrition 21, Inc. (the "Company") received written
notification from The Nasdaq Stock Market ("Nasdaq") stating that, for the last
30 consecutive business days, the bid price of the Company's common stock closed
below the minimum $1.00 per share requirement for continued inclusion under
Nasdaq Marketplace Rule 4310(c)(4) (the "Rule").

In accordance with Nasdaq Marketplace Rule 4310(c)(8)(D), the Company has until
May 8, 2006 (180 calendar days from the date of the letter) to regain compliance
with the Rule. If at any time before May 8, 2006, the bid price of the Company's
common stock closes at $1.00 per share or more for a minimum of 10 consecutive
business days, Nasdaq Staff will provide written notification that the Company
complies with the Rule. Nasdaq Staff may, in its discretion, require the Company
to maintain a bid price of at least $1.00 per share for a period in excess of
ten consecutive business days (but generally no more than 20 consecutive
business days) before determining that the Company has demonstrated the ability
to maintain long-term compliance. If compliance with the Rule cannot be
demonstrated by May 8, 2006, Nasdaq Staff will determine whether the Company
meets The Nasdaq Capital Market initial listing criteria set forth in
Marketplace Rule 4310(c), except for the $1.00 minimum bid price requirement. If
the Company meets the initial listing criteria, Nasdaq Staff will notify the
Company that it has been granted an additional 180 calendar day compliance
period. If the Company does not regain compliance, Nasdaq Staff will provide
written notification that the Company's common stock will be delisted. At that
time, the Company may appeal the Nasdaq Staff's determination to delist its
common stock to a Nasdaq Listing Qualifications Panel.

<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:  November 14, 2005                 By: /s/ Paul Intlekofer
                                             -------------------
                                             Paul Intlekofer
                                             Chief Operating Officer & CFO
{"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": "051200545"}, "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): November 8, 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
        Incorporation)                                       Identification 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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing

On November 8, 2005, Nutrition 21, Inc. (the "Company") received written
notification from The Nasdaq Stock Market ("Nasdaq") stating that, for the last
30 consecutive business days, the bid price of the Company's common stock closed
below the minimum $1.00 per share requirement for continued inclusion under
Nasdaq Marketplace Rule 4310(c)(4) (the "Rule").

In accordance with Nasdaq Marketplace Rule 4310(c)(8)(D), the Company has until
May 8, 2006 (180 calendar days from the date of the letter) to regain compliance
with the Rule. If at any time before May 8, 2006, the bid price of the Company's
common stock closes at $1.00 per share or more for a minimum of 10 consecutive
business days, Nasdaq Staff will provide written notification that the Company
complies with the Rule. Nasdaq Staff may, in its discretion, require the Company
to maintain a bid price of at least $1.00 per share for a period in excess of
ten consecutive business days (but generally no more than 20 consecutive
business days) before determining that the Company has demonstrated the ability
to maintain long-term compliance. If compliance with the Rule cannot be
demonstrated by May 8, 2006, Nasdaq Staff will determine whether the Company
meets The Nasdaq Capital Market initial listing criteria set forth in
Marketplace Rule 4310(c), except for the $1.00 minimum bid price requirement. If
the Company meets the initial listing criteria, Nasdaq Staff will notify the
Company that it has been granted an additional 180 calendar day compliance
period. If the Company does not regain compliance, Nasdaq Staff will provide
written notification that the Company's common stock will be delisted. At that
time, the Company may appeal the Nasdaq Staff's determination to delist its
common stock to a Nasdaq Listing Qualifications Panel.
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:  November 14, 2005                 By: /s/ Paul Intlekofer
                                             -------------------
                                             Paul Intlekofer
                                             Chief Operating Officer & CFO