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): May 12, 2005


                               NUTRITION 21, INC.

             (Exact name of registrant as specified in its charter)

--------------------------------------------------------------------------------
       New York                       0-14983                    11-2653613
--------------------------------------------------------------------------------
(State or Other Jurisdiction   (Commission file Number)    (IRS Employer Identi-
   of Incorporation)                                         fication 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 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION

            On May 12, 2005 Nutrition 21, Inc. issued a press release announcing
            its financial results for the fiscal quarter ended March 31, 2005. A
            copy of the press release is furnished as Exhibit 99.1 to this
            report.

            In accordance with General Instruction B.2 of Form 8-K, the
            information in this Current Report on Form 8-K, including Exhibit
            99.1, shall not be deemed to be "filed" for purposes of Section 18
            of the Securities Exchange Act of 1934, as amended (the "Exchange
            Act"), or otherwise subject to the liability of that section, and
            shall not be incorporated by reference into any registration
            statement or other document filed under the Securities Act of 1933,
            as amended, or the Exchange Act, except as shall be expressly set
            forth by specific reference in such filing.

<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:  May 12, 2005                By: /s/ Gail Montgomery
                                                     -------------------

                                                       Gail Montgomery
                                                       President & CEO

<PAGE>


                                INDEX TO EXHIBITS

Exhibit No.     Description
-----------     -----------

      99.1      Press release, dated May 12, 2005, issued by Nutrition 21, Inc.
{"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": "05824229"}, "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): May 12, 2005

                               NUTRITION 21, INC.

             (Exact name of registrant as specified in its charter)

--------------------------------------------------------------------------------
       New York                       0-14983                    11-2653613
--------------------------------------------------------------------------------
(State or Other Jurisdiction   (Commission file Number)    (IRS Employer Identi-
   of Incorporation)                                         fication 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 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION

            On May 12, 2005 Nutrition 21, Inc. issued a press release announcing
            its financial results for the fiscal quarter ended March 31, 2005. A
            copy of the press release is furnished as Exhibit 99.1 to this
            report.

            In accordance with General Instruction B.2 of Form 8-K, the
            information in this Current Report on Form 8-K, including Exhibit
            99.1, shall not be deemed to be "filed" for purposes of Section 18
            of the Securities Exchange Act of 1934, as amended (the "Exchange
            Act"), or otherwise subject to the liability of that section, and
            shall not be incorporated by reference into any registration
            statement or other document filed under the Securities Act of 1933,
            as amended, or the Exchange Act, except as shall be expressly set
            forth by specific reference in such filing.
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:  May 12, 2005                By: /s/ Gail Montgomery
                                                     -------------------

                                                       Gail Montgomery
                                                       President & CEO
INDEX TO EXHIBITS

Exhibit No.     Description
-----------     -----------

      99.1      Press release, dated May 12, 2005, issued by Nutrition 21, Inc.