As filed with the Securities and Exchange Commission on March 13, 2001
                           Registration Statement No. _______

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                              --------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                              --------------------
                               NUTRITION 21, INC.
             (Exact name of registrant as specified in its charter)

NEW YORK                 2083                            11-2653613
(State or other          (Primary Standard               (I.R.S. Employer
jurisdiction of          Industrial Classification       Identification No.)
incorporation)           Code Number)

NUTRITION 21, INC.                        GAIL MONTGOMERY
4 MANHATTANVILLE ROAD                     4 MANHATTANVILLE ROAD
PURCHASE, NEW YORK 10577                  PURCHASE, NEW YORK 10577
(914) 701-4500                            (914) 701-4500
(Address,including zip code,              (Name, address, including zip code,
and telephone number,                     and telephone number, including
including area code, of                   area code, of agent for service)
registrant's principal
executive offices)


                             1998 STOCK OPTION PLAN
                             ----------------------
                              (Full Title of Plans)


                                   ---------
                        COPIES OF ALL COMMUNICATIONS TO:
                              OSCAR D. FOLGER, ESQ.
                                521 FIFTH AVENUE
                            NEW YORK, NEW YORK 10175

Approximate  date of commencement of proposed sale to public:  From time to time
after the  effective  date of this  Registration  Statement  depending on market
conditions.

If the only securities  being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. /__/

If any of the  securities  being  registered on this Form are to be offered on a
delayed or continuous  basis  pursuant to Rule 415 under the  Securities  Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. / X /




<PAGE>

                         CALCULATION OF REGISTRATION FEE
================================================================================
                                   PROPOSED         PROPOSED
TITLE OF EACH             AMOUNT   MAXIMUM          MAXIMUM         AMOUNT OF
CLASS OF SECURITIES        BEING   OFFERING PRICE   AGGREGATE       REGISTRATION
BEING REGISTERED      REGISTERED   PER SHARE (1)    OFFERING PRICE  FEE
--------------------------------------------------------------------------------
Common Stock        2,500,000 (2)    $0.9219        $2,304,750.00     $576.19
================================================================================
(1) Estimated for purposes of computing  the  registration  fee pursuant to Rule
457(c) at $0.9219 per share based upon the average of the high and low prices of
$0.875 and $0.9688 respectively, on March 8, 2001.

(2) The total number of shares that may be issued upon exercise of options under
Registrant's 1998 Stock Option Plan (the "Plan") is 2,500,000.






                                       2

<PAGE>

PROSPECTUS
----------

                               NUTRITION 21, INC.
                        2,500,000 shares of Common Stock

                        --------------------------------

         This  prospectus  is  part  of a  registration  statement  that  covers
2,500,000  shares of our common  stock  which we may issue  under our 1998 Stock
Option  Plan.  Some of the shares to be issued  under the 1998 Stock Option Plan
may be  offered  and  sold  from  time to time by our  directors  and  executive
officers who are listed on page 12. We will not receive any of the proceeds from
the resale of the shares  although we may receive the  exercise  prices when the
holders of the stock options exercise their stock options.

         Our common  stock is traded on the  Nasdaq  National  Market  under the
symbol  "NXXI." The last  reported  sale price of our common stock on the Nasdaq
National Market on March 8, 2001 was $0.9375 per share.

                  INVESTING IN THE COMMON STOCK INVOLVES RISKS.
                     SEE "RISK FACTORS" BEGINNING ON PAGE 2.



NEITHER  THE  SECURITIES  AND  EXCHANGE  COMMISSION  NOR  ANY  STATE  SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED THESE  SECURITIES,  OR DETERMINED IF THIS
PROSPECTUS  IS TRUTHFUL OR  COMPLETE.  ANY  REPRESENTATION  TO THE CONTRARY IS A
CRIMINAL OFFENSE.

                 The date of this prospectus is March __, 2001.






<PAGE>

                                   THE COMPANY

     WE ARE A NEW YORK  CORPORATION  THAT WAS  INCORPORATED ON JUNE 29, 1983. WE
DEVELOP AND MARKET  CLINICALLY  SUBSTANTIATED  PRODUCTS FOR CONSUMER WELL BEING.
OUR EXECUTIVE OFFICES ARE LOCATED AT 4 MANHATTANVILLE ROAD,  PURCHASE,  NEW YORK
10577 AND OUR TELEPHONE NUMBER AT THAT ADDRESS IS 914-701-4500.

                                  RISK FACTORS

     An  investment  in the  offered  shares  involves  a high  degree  of risk.
Prospective  investors should understand that they may lose their investment and
should consider  carefully the following risk factors in making their investment
decision. This prospectus contains and incorporates by reference forward-looking
statements which are intended to fall within the "safe harbor" provisions of the
Private  Securities   Litigation  Reform  Act  of  1995.  Examples  include  the
discussion  under  "Business"  and  "Management's  Discussion  and  Analysis  of
Financial  Condition and Results of  Operations" in the Form 10-K/A for the year
ended June 30, 2000.  These  statements are based on current  expectations  that
involve a number of  uncertainties  including  those set forth in the  following
risk  factors.  Actual  results  could  differ  materially  from  those  results
projected in these forward-looking statements.

WE MAY BE UNABLE TO  BECOME  CONSISTENTLY  PROFITABLE  DUE TO OTHER  FACTORS  IN
ADDITION TO THE PROBLEM OF ABSORBING OUR NEW BUSINESSES.

     We have had net  operating  losses from our  inception as a company in 1983
through the fiscal quarter ended December 31,1997.  Since then we had net income
of $5.865  million in the fiscal year ended June 30, 1999 and $6.490  million in
the  fiscal  year ended  June 30,  2000.  However,  in the  quarter  ended as of
December 31, 2000 we incurred a net loss of  approximately  $1.9 million and our
accumulated  deficit was  approximately  $35.1  million.  Our current  sales are
predominately  from  the  Nutrition  21  (ingredients)  and  the  Lite  Bites(R)
(consumer  products)  businesses.  While one  strategy  to expand  our  revenues
includes the continued  acquisition of nutrition  products,  we may be unable to
consummate any further acquisitions.  It may be several years before we generate
revenues from the products we are currently developing.  Other factors important
to our continued profitability include:

o    entering into new agreements for product development,
o    commercializing new products,
o    developing additional manufacturing and marketing capacity, and
o    obtaining any required regulatory approvals for products.

We may fail to  develop,  commercialize,  manufacture  and market new  products,
continue to achieve profitability, or obtain required regulatory approvals.



                                       4
<PAGE>

SINCE WE DEPEND ON A LIMITED  NUMBER OF PRODUCTS  FOR OUR  REVENUES A DECLINE IN
THE SALES OF ONLY ONE PRODUCT COULD HARM OUR BUSINESS.

     Our revenues are primarily derived from the sale of nutrition  products and
dietary  supplements,  which are the principal  products of the Nutrition 21 and
Optimum Lifestyle  businesses that we acquired.  While we are working to acquire
or develop additional  products or businesses,  at the present time a decline in
chromium  picolinate,  selenium or nutrition  bar sales would harm our business.
During the six months ended  December 31, 2000,  we  experienced  a  significant
reduction  in revenue  from  chromium  picolinate  sales due to reduced  selling
prices in order to secure  contracts  with our  customers  in  recognition  of a
patent expiration.

WE MAY NEED ADDITIONAL  FINANCING AND DO NOT KNOW IF ADDITIONAL FUNDING WOULD BE
AVAILABLE ON  REASONABLE  TERMS WHICH DO NOT  SUBSTANTIALLY  DILUTE OUR EXISTING
SHAREHOLDERS.

     We may require additional funds in the future for:

o    continued marketing of existing products,
o    research and development,
o    the acquisition of products and/or companies,
o    filing, prosecuting and enforcing patent claims,
o    completing technological and market developments,
o    establishing collaborative arrangements for manufacturing and marketing,
o    product licensing,
o    pre-clinical and clinical trials, and
o    obtaining regulatory approvals.

     We  intend to seek  other  additional  funding  through  arrangements  with
corporate  collaborators,  public or private  sales of our  securities,  or bank
financing arrangements.  However, we currently have no arrangements in place for
additional  financing  and thus do not know if it would be  available  or if the
terms would be reasonable.  Additional financing will dilute the holdings of our
existing shareholders.  The inability to obtain required financing on reasonable
terms could harm our business.

IF WE ARE  NOT  ABLE TO MEET  THE  REGULATORY  REQUIREMENTS  THAT  APPLY  TO OUR
PRODUCTS, WE WILL NOT BE ABLE TO MARKET THEM.

     While all of the  products  that we are  currently  selling are in business
areas that do not  require  FDA  approval  for  marketing,  they are  subject to
monitoring  by the  FDA.  The FDA  may  make  inquiries  or  take  other  action
concerning these products in the future.  Any limitations  imposed by the FDA on
the marketing of our current products could cause our business to suffer.

     In addition to FDA  regulations,  the Federal  Trade  Commission  , or FTC,
regulates


                                       5

<PAGE>

product  advertising  claims. In November 1996, after an FTC inquiry,  Nutrition
21,  without  any  admission  that any laws had been  violated,  entered  into a
settlement  agreement  with the FTC. This  agreement  limits our ability to make
claims  about  our  Nutrition  21  products  without   "competent  and  reliable
scientific evidence."

     The government  extensively  regulates  products that are intended to treat
disease in humans or animals.  The main regulatory  agency is the U. S. Food and
Drug Administration,  or FDA. Our proposed products may not prove to be safe and
effective  under the FDA's  regulatory  procedures,  or be marketable even after
approval.  Products must undergo thorough  pre-clinical and clinical evaluations
of  performance  as to safety and efficacy.  It may take several years to take a
product from the discovery stage through research and  pre-clinical  development
to the  point  where  our  partners  or we  can  make  the  necessary  U.S.  and
international filings to conduct human clinical trials.  Regulatory requirements
to conduct  clinical trials are  substantial,  depend upon a variety of factors,
vary by  country,  and  significantly  add to the time  necessary  to  determine
whether a product candidate can be approved for human use.

     We do not  have  any  pharmaceutical  products  that  have  completed  this
process. All of our potential  pharmaceutical  products are in various stages of
pre-clinical and clinical  development.  The failure of any of these products to
obtain  FDA  approval  would  prevent  us from  selling  them  and may  harm our
business.

WE MAY BE LIABLE FOR DAMAGES NOT COVERED BY OUR  INSURANCE IF OUR PRODUCTS  HAVE
HARMFUL SIDE EFFECTS.

     We have product  liability  insurance for the products we currently  market
and intend to obtain product liability  insurance for products we will market in
the future.  However,  we may not succeed in obtaining  additional  insurance or
obtaining insurance sufficient to cover all possible  liabilities.  Harmful side
effects may occur in both human and animal patients during clinical testing of a
new drug.  These  side  effects  may delay FDA  approval  and cause a company to
terminate its efforts to develop a drug for commercial use. In addition, harmful
side  effects  that  develop  after the FDA has  approved a drug could result in
legal action against a company.  We may face substantial  liability in the event
of harmful side effects or product defects  occurring when our products are used
in clinical  tests or after sale to the public.  If we fail to defend  ourselves
successfully  in any suit that may be brought  against us, our business could be
harmed.  Also,  the  defense of such a lawsuit is likely to be  expensive  and a
significant drain on our financial resources.

OUR FUTURE  SUCCESS  CONTINUES  TO DEPEND ON THE SERVICES OF THE  PRESIDENT  AND
CHIEF EXECUTIVE OFFICER.

     Our business  depends heavily upon the  participation  of the President and
Chief  Executive  Officer,  Gail  Montgomery,  who assumed  these  positions  in
September 2000.


                                       6
<PAGE>

IF WE ARE UNABLE TO DEFEND  OUR MARKET  POSITION  FROM  LARGER,  BETTER-FINANCED
COMPETITORS, OUR BUSINESS COULD SUFFER.

     We  are  evaluating   proprietary   nutrition  products  in  the  areas  of
cardiovascular  disease,  diabetes,  and  gastrointestinal  disorders.  We  have
limited  experience in marketing  products and providing  marketing  licenses to
others  in  these  areas.  Compared  to us,  there  are  many  larger  food  and
pharmaceutical  companies  with  substantially  greater  financial  resources or
relevant marketing experience. These companies could acquire or develop products
that  may  compete  with  our  current  or  future  products.   Our  failure  to
successfully defend our market position would harm our business.

     The nutrition  supplement  industry is fragmented with many competitors and
potential  competitors that are larger and have greater financial resources than
we do.  Although  we hold  exclusive  rights to United  States  patents  for the
nutritional uses of chromium picolinate, foreign producers compete on price with
us in foreign markets. We also face competition from patent infringers. Although
we have a program of enforcing our patent rights, patent enforcement proceedings
are expensive and the outcome of any litigation is always unpredictable.

     Our licensees are developing  drugs for the treatment of serious  bacterial
infections.  Many other  corporate  and research  organizations  are  developing
similar  drugs to treat  these and  similar  bacterial  infections.  Success  by
competitors  with  other  anti-bacterial  or  germicidal  products  may harm our
prospects.  Many of the large  corporations  that are  involved in, or we expect
will enter, the field of biotechnology  have  substantially  greater  financial,
marketing and human resources than we do.

OUR PRODUCTS MAY BECOME OBSOLETE DUE TO TECHNOLOGICAL ADVANCES.

     We are developing products in areas that are undergoing rapid technological
advances and we may be unable to take advantage of these advances.  In addition,
the successful  application of these  technological  advances by competitors may
render our products obsolete. In the nutrition supplement market claims are made
similar to those we make for chromium picolinate for numerous products. Research
supporting competitors' claims in the nutrition supplement market is not subject
to mandatory review by any government agency. Therefore, new products can appear
and be brought to market  rapidly  and with  little  advance  notice.  A product
competitive with chromium  picolinate may appear or be supported by new research
before we are able to respond  with new product  development  or  countervailing
research.  If  competing  products  are  developed  that  customers  believe are
superior to our products,  sales of our products  could decline and our business
would be harmed.  In the  pharmaceutical  market,  many companies are developing
products for treatment of diseases caused by antibiotic resistant bacteria.  Our
licensees are also developing products, nisin and lysostaphin, to treat diseases
caused by serious bacterial  infections.  Our licensees  potential  products may
become  obsolete due to the products  being  developed  by other  companies  for
treating antibiotic resistant bacteria.



                                       7
<PAGE>

IF WE ARE UNABLE TO MAKE ADEQUATE MARKETING ARRANGEMENTS OR CONTROL HOW WELL OUR
PRODUCTS ARE SOLD OUR BUSINESS COULD SUFFER.

     We rely on  agreements  with  collaborative  partners to develop,  test and
market  our  products.  We may be  unable to obtain  agreements  needed  for our
business, or agreements may not be available on terms that are acceptable to us.
If we are not able to enter into these agreements,  we could encounter delays in
marketing  our  new  products  into  the  market,   or  find  that  development,
manufacture or sale of our products will be limited.

IF WE ARE UNABLE TO MAKE ADEQUATE MANUFACTURING ARRANGEMENTS OR CONTROL HOW WELL
OUR PRODUCTS ARE MADE OUR BUSINESS COULD SUFFER.

     We  currently  have  no  facilities  to  manufacture  chromium  picolinate,
selenium,  nutrition bars, and our other products and must rely on third parties
to manufacture our products.  These manufacturers may not meet our requirements,
and we may not be able to find substitute manufacturers, if necessary.

IF WE ARE  UNABLE TO PROTECT  OUR  TECHNOLOGY,  WE WILL BE SUBJECT TO  INCREASED
COMPETITION.

     We rely on patent and trade secret  protection  for our  biotechnology  and
pharmaceutical  products.  In  addition,  we rely on  intellectual  property  to
protect our  investment in the  nutrition  products  business.  Our success will
depend, in part, on our ability to obtain patent protection for our products and
manufacturing  processes,  preserve  our  trade  secrets,  and  operate  without
infringing  the  proprietary  rights  of  third  parties.  If we  cannot  secure
intellectual property protection, our competitors could sell products similar to
ours at lower prices. Competitors could undercut our prices because they did not
pay to develop or obtain  licenses  to the  technology  in these  products.  Any
current or future patent applications relating to our products or technology may
not result in patents  being issued or, if issued,  these patents may not afford
adequate protection or may be challenged,  invalidated or infringed. Competitors
may independently develop similar products and processes, duplicate our products
or, if patents are issued to us, design around these  patents.  In addition,  we
could incur substantial costs in defending ourselves in suits brought against us
or in suits we bring to  assert  our  patents  against  others.  The loss of any
litigation could harm our business.

     We may also be required to obtain licenses to patents or other  proprietary
rights of third parties. These licenses may not be available on terms acceptable
to us, if at all. If we do not obtain required licenses,  we could be delayed in
marketing new products while we attempt to design around the proprietary  rights
held by third parties,  or we may be unable to develop,  manufacture or sell new
products.

     We  also  seek  to  protect   our   proprietary   technology   in  part  by
confidentiality   and  inventors'  rights  agreements  with  our  collaborators,
advisors,  employees,  and consultants.  These


                                       8

<PAGE>

agreements may be breached and we may not have adequate remedies for any breach.
In  addition,  our trade  secrets may be disclosed in some manner not covered by
these agreements.

     Currently,  we hold exclusive rights to the United States patent on various
nutritional uses of chromium picolinate which expire in 2009, and other chromium
compound  patents which expire in 2018. We expect to seek additional  patents in
the future, but we may not succeed in obtaining any patents. Any patents that we
do obtain  may be  inadequate  as to the  breadth  or degree of  protection.  In
addition,  Orion  Corporation,  the University of Maryland,  New York University
Medical  Center,   and  the  McGuire  Veterans   Administration   Hospital  have
exclusively  licensed  some  patents and patent  applications  to us. Our future
performance is partly dependent upon these patent rights.

IF OUR LICENSEES MARKET PHARMACEUTICAL  PRODUCTS,  THEY MAY BE UNABLE TO QUALIFY
THESE  NEW  PRODUCTS  FOR THIRD  PARTY  REIMBURSEMENT  WHICH  COULD  REDUCE  OUR
LICENSING REVENUES FOR THOSE PRODUCTS.

     If and when they become  available,  a significant  portion of the sales of
our  licensees'  pharmaceutical  products  will  depend on the  availability  of
reimbursement from third-party  payers, such as government and private insurance
plans. These third-party payers are a major source of payment for pharmaceutical
products.  Our  licensees  will  have  to  comply  with  many  requirements  and
procedures  imposed by these  government  and  private  payers  before they will
reimburse  health  care  providers  for using  pharmaceutical  products.  If our
licensees  were unable to qualify these  products for  reimbursement  from these
third party payers our licensing revenues from those products would be reduced.

THE GROWTH OF OUR BUSINESS HAS DEPENDED ON ACQUISITIONS  AND WE MAY BE UNABLE TO
CONTINUE TO FIND NEW ACQUISITIONS TO MAINTAIN OUR GROWTH.

     Almost  all of our  current  revenues  come  from  businesses  that we have
acquired,  like  Nutrition 21 and Optimum  Lifestyle,  rather than from products
that we have  developed.  We intend to continue to grow our  business in part by
seeking acquisitions of complementary  products and businesses.  However, we may
be  unable  to  find  suitable  acquisition  candidates.  We  may be  unable  to
effectively  integrate acquired  businesses into our operations.  The process of
integration is costly and could harm our operating results,  particularly in the
periods immediately following the acquisition.

OUR STOCK PRICE MAY  DECLINE IF WE ARE UNABLE TO  MAINTAIN A NASDAQ  LISTING FOR
OUR SECURITIES.

     Our common stock is quoted on the Nasdaq  National  Market  System.  If our
securities  fail to maintain a Nasdaq  listing,  the market  value of our common
stock would likely  decline and purchasers of our common stock would likely find
it more difficult to sell our common stock, or to obtain accurate  quotations as
to its market value.  In addition,  if we fail to maintain a Nasdaq  listing for
our  securities,  and no other  exclusion from the definition of a "penny stock"
under the Exchange Act is available,  then any broker  engaging in a transaction
in our  securities  would  be  required  to  provide  any  customer  with a risk
disclosure document,  disclosure of market


                                       9

<PAGE>

quotations,  if any, disclosure of the compensation of the broker-dealer and its
salesperson in the transaction and monthly account statements showing the market
values of our  securities  held in the  customer's  accounts.  The bid and offer
quotation and  compensation  information must be provided prior to effecting the
transaction  and must be contained on the  customer's  confirmation.  If brokers
become subject to the "penny stock" rules when engaging in  transactions  in our
securities,  they would  become  less  willing to engage in these  transactions,
which will make it more  difficult for purchasers of our common stock to dispose
of their shares.

     In order to maintain our Nasdaq  listing we must  continue to be registered
under the Exchange Act and have:

o    net tangible assets of at least $4,000,000,
o    at least 750,000 shares  outstanding held by  non-affiliates  with a market
     value of at least $5,000,000,
o    at least 400 shareholders,
o    a minimum bid price of $1.00 per share, and
o    at least two market makers.

We believe that we currently  comply with all of the  requirements for continued
listing except that our stock price has periodically dropped below $1.00. In the
future we may not continue to meet the requirements for continued listing on the
Nasdaq National Market System in which event our business would be harmed.

THE SALE OF SHARES ELIGIBLE FOR FUTURE SALE MAY DEPRESS THE PRICE OF OUR STOCK.

     Sales of a  substantial  number of shares  of  common  stock in the  public
market could harm the market price for our common stock. Among other securities,
we currently have  outstanding 476 shares of our Series E Convertible  Preferred
Stock that currently are  convertible  into 380,800  shares of common stock,  an
undetermined   additional   number  of  shares  of  common   stock   because  of
anti-dilution  adjustments,  401,948 warrants exercisable in connection with the
Series D  Preferred  Stock,  343 shares of Series F  Preferred  Stock  currently
convertible  into  274,400  shares of common  stock,  and 663 shares of Series G
Preferred  Stock  currently  convertible  into  approximately  264,000 shares of
common stock. We have registered the sale of all of the common stock  underlying
the Series E and F Preferred  Stock and warrants as well as 3,999,617  shares of
common stock  issuable  under  various  other  warrants and stock  options.  The
conversion and sale of these shares of common stock would dilute the holdings of
current shareholders and may reduce the price of our common stock.

THE VOLATILITY OF OUR STOCK PRICE MAY MAKE IT DIFFICULT TO OBTAIN FINANCING.

     The market  prices  for  securities  issued by small  health  care  related
companies   such  as  Nutrition  21  have  been   volatile.   Announcements   of
technological  innovations  for  new  commercial  products  by our  competitors,
adverse developments concerning regulatory review, proprietary rights, corporate
plans,  the introduction of new products,  and changes in general


                                       10

<PAGE>

conditions  in the  industry  may  have a  significant  negative  impact  on our
business and on the market price of our common  stock.  Potential  investors may
decline to invest in Nutrition 21 due to the past volatility of its stock price.
Also,  in part to  protect  themselves  from  this  volatility,  investors  have
insisted  on  receiving a discount  from the market  price for  securities  that
Nutrition 21 has sold to raise funds.

                                 USE OF PROCEEDS

     We will not receive any proceeds from the sale of the offered shares by the
selling  shareholders  although  we may  receive  the  exercise  prices when the
holders of the stock options exercise the stock options.

                            SELLING SECURITY HOLDERS

     The  securities  being offered hereby are for the accounts of the following
persons  who  are  directors  or  officers  of  the  Company  or  its  principal
subsidiary:

                       Securities Owned     Securities      Securities to be
 Name                  Before Offering      to be Sold      Owned after offering
 ----                  ---------------      ----------      --------------------
 Jonathan dela Harpe       152,000            25,000         127,000
 Alan J. Kirschbaum         75,000            30,000          45,000
 Gerald A. Shapiro         159,800            40,000         119,800
 Benjamin T. Sporn         271,625            35,000         236,625
 Gail Montgomery           225,000           150,000          75,000
 John H. Gutfreund          55,000            20,000          35,000
 P. George Benson           55,000            20,000          35,000
 Audry T. Cross             84,000            20,000          64,000
 Robert E. Flynn           132,000            20,000         112,000
 Marvin Moser              135,000            20,000         115,000
 Robert E. Pollack          90,000            20,000          70,000


                              PLAN OF DISTRIBUTION

     The shares offered in this  prospectus may be sold from time to time by the
selling stockholders for their own accounts. We are responsible for the expenses
incurred in the  registration  of the shares,  other than selling  discounts and
commissions  and stock  transfer  fees and taxes  applicable  to the sale of the
shares. The selling stockholders are not subject to any underwriting agreements.
The selling stockholders, or any parties who receive the shares from the selling
stockholders by way of a gift,  donation or other transfer,  may sell the shares
covered by this prospectus.  The selling stockholder may sell the shares offered
by this prospectus from


                                       11

<PAGE>

time to time at market prices prevailing at the time of sale, at prices relating
to the prevailing market prices or at negotiated  prices.  The sales may be made
in  the  over-the-counter  market,  on the  Nasdaq  National  Market,  or on any
exchange on which the shares are  listed.  The shares may be sold by one or more
of the following means:

o    one or more block  trades in which a broker or dealer will  attempt to sell
     all or a portion of the shares held by the selling  stockholder as agent or
     principal;

o    purchases by a broker or dealer as  principal  and resale by such broker or
     dealer for its account pursuant to this prospectus;

o    ordinary brokerage transactions and transactions in which a broker solicits
     purchasers;

o    in negotiated transactions; and

o    through other means.

     The selling  stockholders  may effect sales by selling shares to or through
broker-dealers,  and such broker-dealers may receive compensation in the form of
underwriting  discounts,  concessions,  commissions,  or fees  from the  selling
stockholders and/or purchasers of the shares. Under the federal securities laws,
any  broker-dealers  that  participate  with  the  selling  stockholders  in the
distribution of the shares may be deemed to be underwriters  and any commissions
received by them and any profit on the resale of the shares  positioned  by them
might be deemed to be underwriting compensation.

     We have informed the selling stockholders that the anti-manipulation  rules
under Section 16 of the Securities Exchange Act may apply to sales in the market
and will  furnish  the  selling  stockholders  with a copy of these rules if the
stockholders  request them. We have also informed the selling  stockholders that
they need to  deliver  a copy of this  prospectus  to the  buyer  when they sell
shares.

     Some of the shares may be sold under Rule 144 rather  than in  reliance  on
this prospectus.

     American Stock Transfer and Trust  Company,  40 Wall Street,  New York, New
York, 10005, is the transfer agent for our common stock.

                                     EXPERTS

     The  consolidated  financial  statements of the Company as of June 30, 1999
and 2000,  and for each of the years of the  three-year  period  ended  June 30,
2000,  have  been  incorporated  by  reference  herein  and in the  registration
statement in reliance upon the report of KPMG LLP, independent  certified public
accountants,  incorporated by reference  herein,  and upon the authority of said
firm as experts in accounting and auditing.


                                       12
<PAGE>

                                  LEGAL MATTERS

     Certain  legal  matters in  connection  with this offering are being passed
upon for the Company by Oscar D. Folger,  Esq., 521 Fifth Avenue,  New York, New
York 10175.  Mr.  Folger's  wife owns 10,000  shares of the Common  Stock of the
Company.

                                MATERIAL CHANGES

     There  have been no  material  changes  since the  filing of our  quarterly
report on Form 10-Q for the fiscal quarter ended December 31, 2000.

                       WHERE YOU CAN FIND MORE INFORMATION

     We have filed a registration  statement on Form S-8 with the Securities and
Exchange  Commission  in connection  with this  offering.  In addition,  we file
annual,  quarterly and current reports,  proxy statements and other  information
with  the  Securities  and  Exchange  Commission.  You may  read  and  copy  the
registration  statement and any other  documents we file at the  Securities  and
Exchange   Commission's  Public  Reference  Room  at  450  Fifth  Street,  N.W.,
Washington,  DC 20549.  Please call the  Securities  and Exchange  Commission at
1-800-SEC-0330  for  further  information  on the  Public  Reference  Room.  Our
Securities and Exchange  Commission  filings are also available to the public at
the Securities and Exchange Commission's Internet site at http://www.sec.gov.

     The  Securities  and  Exchange  Commission  allows  us to  "incorporate  by
reference" the  information we file with them,  which means that we can disclose
important  information  to  you  by  referring  you  to  those  documents.   The
information  incorporated  by  reference  is  considered  to  be  part  of  this
prospectus,  and information that we file later with the Securities and Exchange
Commission  will  automatically  update  and  supersede  this  information.   We
incorporate  by reference  the  documents  listed below and any future filing we
will make with the Securities  and Exchange  Commission  under  Sections  13(a),
13(c), 14 or 15(d) of the Exchange Act (File No. 0-14983):

     (1)      Annual  Report on Form  10-K/A for the fiscal  year ended June 30,
              2000.

     (2)      Quarterly  Report on Form 10-Q for the three months ended December
              31, 2000.

     (3)      The section entitled  "Description of Securities" in the Company's
              Registration  Statement  on Form S-1  (Registration  No.  33-4822)
              declared effective on August 28, 1986.

     We  will  provide  a  copy  of any  and  all of  the  information  that  is
incorporated  by reference in this  prospectus,  not  including  exhibits to the
information  unless those exhibits are  specifically  incorporated  by reference
into this  prospectus,  to any  person,  without  charge,  upon  written or oral



                                       13

<PAGE>

request. Requests for copies of this information should be directed to Nutrition
21, Inc., 4 Manhattanville Road Purchase, New York 10577, Attn.: Benjamin Sporn.

     This  prospectus  is part of a  registration  statement  we filed  with the
Securities and Exchange  Commission.  You should rely only on the information or
representations  provided  in  this  prospectus.  We have  authorized  no one to
provide  you with  different  information.  We are not  making an offer of these
securities in any state where the offer is not permitted.  You should not assume
that the  information  in this  prospectus is accurate as of any date other than
the date on the front of the document.

<PAGE>

                               NUTRITION 21, INC.

                        2,500,000 SHARES OF COMMON STOCK

                             ----------------------

                                   PROSPECTUS

                             ----------------------



                                 March ___, 2001

     You should rely only on the information  contained in this  prospectus.  We
have not authorized  anyone to provide you with information  different from that
contained in this prospectus. The selling security holders are offering to sell,
and seeking offers to buy,  shares of Common Stock only in  jurisdictions  where
offers and sales are permitted.  The information contained in this prospectus is
accurate  only as of the  date of this  prospectus,  regardless  of the  time of
delivery of this prospectus or of any sale of the Common Stock.




                                       14

<PAGE>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     See "Incorporation of Certain Information by Reference."

ITEM 4.       DESCRIPTION OF SECURITIES.

     Not applicable.

ITEM 5.       INTERESTS OF NAMED EXPERTS AND COUNSEL.

     See "Experts" and "Legal Matters."

ITEM 6.       INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Section  5.04 of the  Company's  by-laws  provides  that the  Company  will
indemnify its directors and officers to the fullest extent permitted by law.

     Section  722 of the New  York  Business  Corporation  Law  provides  that a
corporation  may  indemnify a director or officer,  made a party to a derivative
action,  against reasonable expenses actually and necessarily incurred by him in
connection with the defense of such action,  except in relation to matters as to
which such  director  or officer is adjudged  to have  breached  his duty to the
corporation.  Such  indemnification does not include amounts paid in settling or
otherwise  disposing  of a  threatened  or  pending  action  which is settled or
otherwise disposed of without court approval.

     Section  722  of the  Business  Corporation  Law  further  provides  that a
corporation may indemnify a director or officer, made, or threatened to be made,
a  party  to any  action  other  than  a  derivative  action  on  behalf  of the
indemnifying corporation,  whether civil or criminal, against judgments,  fines,
amounts paid in settlement  and  reasonable  expenses  actually and  necessarily
incurred as a result of such action,  if such  director or officer acted in good
faith, for a purpose which he reasonably believed to be in the best interests of
the corporation  and, in criminal  actions or proceedings,  in addition,  had no
reasonable cause to believe that his conduct was unlawful.

     Section 723 specifies  the manner in which payment of such  indemnification
may be authorized by the  corporation.  It provides  that  indemnification  by a
corporation  is  mandatory in any case in which the director or officer has been
completely  successful,  whether on the merits or  otherwise,  in  defending  an
action referred to in Section 722. In the event that the director or officer has
not been wholly  successful  or the action is settled,  indemnification  must be
authorized  by the  appropriate  corporate  action as set forth in Section  723.
Section  724  provides  that  upon   application   by  a  director  or  officer,
indemnification  may be  awarded  by a  court  to the  extent


                                       15

<PAGE>

authorized   under   Sections  722  and  723.   Section  725  provides  that  no
indemnification  agreement in any  Certificate  of  Incorporation  or By-Laws is
valid  unless  consistent  with the statute.  In addition,  Section 725 contains
certain  other  miscellaneous   provisions   affecting  the  indemnification  of
directors and officers.

     Insofar as indemnification by the Company for liabilities arising under the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the Company pursuant to the foregoing provisions,  or otherwise,  the
Company has been  advised  that in the opinion of the  Securities  and  Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against  such  liabilities  (other  than the  payment by the Company of expenses
incurred or paid by a director,  officer or controlling person of the Company in
the  successful  defense of any action,  suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered,  the Company  will,  unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

ITEM 7.       EXEMPTION FROM REGISTRATION CLAIMED.

     Not Applicable.

ITEM 8.       EXHIBITS.

(5)           Opinion of Oscar D. Folger as to legality
(23)(a)       Consent of Oscar D. Folger (included in Exhibit 5)
(23)(b)       Consent of KPMG LLP
(28)          Form of 1998 Stock Option Plan(1)
----------------------------

     (1)  Incorporated  by reference to the  Company's  proxy  statement for the
annual meeting of shareholders held December 17, 1998.

ITEM 9.   UNDERTAKINGS.

     (a)  The undersigned Registrant hereby undertakes:

     (1) To file,  during any period in which  offers or sales are being made, a
post-effective amendment to this registration statement:

              (i) To include any prospectus  required by Section 10(a)(3) of the
Securities Act of 1933;

              (ii) To reflect in the Prospectus any fact or events arising after
the  effective  date


                                       16

<PAGE>

of the  registration  statement  (or the most  recent  post-effective  amendment
thereof) which, individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement.  Notwithstanding the
foregoing,  any increase or decrease in the volume of securities offered (if the
total  dollar  value of  securities  offered  would not  exceed  that  which was
registered) and any deviation from the high and low and of the estimated maximum
offering  range  may be  reflected  in the  form of  prospectus  filed  with the
Commission  pursuant to Rule 424(b) if, in the aggregate,  the changes in volume
and price  represent no more than a 20 percent  change in the maximum  aggregate
offering price set forth in the  "Calculation of Registration  Fee" table in the
effective registration statement;

              (iii) To include any material information with respect to the plan
of distribution not previously  disclosed in the  registration  statement or any
material change to such information in the registration statement;

              PROVIDED, HOWEVER, that paragraphs (1)(i) and (1)(ii) do not apply
if the  registration  statement is on Form S-3, or Form S-8, and the information
required to be included in a  post-effective  amendment by those  paragraphs  is
contained  in periodic  reports  filed by  Registrant  pursuant to Section 13 or
Section 15(d) of the Securities  Exchange Act of 1934 that are  incorporated  by
reference in the registration statement.

     (2) That, for the purpose of determining any liability under the Securities
Act of 1933,  each  such  post-effective  amendment  shall be deemed to be a new
registration  statement  relating  to the  securities  offered  therein  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

     (3) To remove from registration by means of a post-effective  amendment any
of the securities being registered which remain unsold at the termination of the
offering.

     (b) The  undersigned  registrant  hereby  undertakes  that for  purposes of
determining  any  liability  under the  Securities  Act of 1933,  each filing of
Registrant's  annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable,  each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the  registration  statement shall be
deemed to be a new  registration  statement  relating to the securities  offered
therein,  and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

     (h) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 (the  "Act") may be  permitted  to  directors,  officers  or persons
controlling the Registrant pursuant to the foregoing  provisions,  or otherwise,
Registrant  has been advised that in the opinion of the  Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such liabilities  (other than the payment by Registrant of expenses paid
or incurred by a director,  officer or  controlling  person of Registrant in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with


                                       17

<PAGE>

the securities being  registered,  Registrant will, unless in the opinion of its
counsel  the matter has been  settled by  controlling  precedent,  submit to the
court of appropriate  jurisdiction the question whether such  indemnification by
it is against  public policy as expressed in the Act and will be governed by the
final adjudication of such issue.







                                       18

<PAGE>


                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the registrant
has duly caused this  registration  statement  to be signed on its behalf by the
undersigned, thereunto duly authorized, in Purchase, New York on the 12th day of
March 2001.

                                       Nutrition 21, Inc.


                                       By:  /s/ Gail Montgomery
                                          ----------------------------------
                                                Gail Montgomery
                                                President, CEO and Director


<PAGE>

                                POWER OF ATTORNEY

     Each person whose signature  appears below hereby  constitutes and appoints
Gail Montgomery as his or her true and lawful  attorney-in-fact  and agent, with
full power of substitution and resubstitution,  for him or her and in his or her
name,  place and stead in any and all  capacities to sign any and all amendments
(including post-effective amendments) to this Registration Statement on Form S-8
and to file  the  same,  with  all  exhibits  thereto  and  other  documents  in
connection  therewith,  with the  Securities and Exchange  Commission  under the
Securities Act of 1933.

                              --------------------

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

SIGNATURE                        TITLE                             DATE
---------                        -----                             ----

/s/
  -------------------------
Robert E. Flynn                Chairman of the Board               March 8, 2001

/s/
  -------------------------
Gail Montgomery                President, CEO and Director         March 8, 2001

/s/
  -------------------------
Gerald A. Shapiro              CFO (Principal Accounting and
                               Financial Officer)                  March 8, 2001

/s/
  -------------------------
P. George Benson               Director                            March 8, 2001

/s/
  -------------------------
Audrey T. Cross                Director                            March 8, 2001

/s/
  -------------------------
John H. Gutfreund              Director                            March 8, 2001

/s/
  -------------------------
Marvin Moser                   Director                            March 8, 2001

/s/
  -------------------------
Robert E. Pollack              Director                            March 8, 2001




                                       20
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 48408}]
{"company-data": {"conformed-name": "AMBI INC", "cik": "0000744962", "assigned-sic": "2836", "irs-number": "112653613", "state-of-incorporation": "NY", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-56966", "film-number": "1567558"}, "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": "APPLIED MICROBIOLOGY INC", "date-changed": "19920703"}}
As filed with the Securities and Exchange Commission on March 13, 2001
                           Registration Statement No. _______

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                              --------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                              --------------------
                               NUTRITION 21, INC.
             (Exact name of registrant as specified in its charter)

NEW YORK                 2083                            11-2653613
(State or other          (Primary Standard               (I.R.S. Employer
jurisdiction of          Industrial Classification       Identification No.)
incorporation)           Code Number)

NUTRITION 21, INC.                        GAIL MONTGOMERY
4 MANHATTANVILLE ROAD                     4 MANHATTANVILLE ROAD
PURCHASE, NEW YORK 10577                  PURCHASE, NEW YORK 10577
(914) 701-4500                            (914) 701-4500
(Address,including zip code,              (Name, address, including zip code,
and telephone number,                     and telephone number, including
including area code, of                   area code, of agent for service)
registrant's principal
executive offices)

                             1998 STOCK OPTION PLAN
                             ----------------------
                              (Full Title of Plans)

                                   ---------
                        COPIES OF ALL COMMUNICATIONS TO:
                              OSCAR D. FOLGER, ESQ.
                                521 FIFTH AVENUE
                            NEW YORK, NEW YORK 10175

Approximate  date of commencement of proposed sale to public:  From time to time
after the  effective  date of this  Registration  Statement  depending on market
conditions.

If the only securities  being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. /__/

If any of the  securities  being  registered on this Form are to be offered on a
delayed or continuous  basis  pursuant to Rule 415 under the  Securities  Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. / X /
CALCULATION OF REGISTRATION FEE
================================================================================
                                   PROPOSED         PROPOSED
TITLE OF EACH             AMOUNT   MAXIMUM          MAXIMUM         AMOUNT OF
CLASS OF SECURITIES        BEING   OFFERING PRICE   AGGREGATE       REGISTRATION
BEING REGISTERED      REGISTERED   PER SHARE (1)    OFFERING PRICE  FEE
--------------------------------------------------------------------------------
Common Stock        2,500,000 (2)    $0.9219        $2,304,750.00     $576.19
================================================================================
(1) Estimated for purposes of computing  the  registration  fee pursuant to Rule
457(c) at $0.9219 per share based upon the average of the high and low prices of
$0.875 and $0.9688 respectively, on March 8, 2001.

(2) The total number of shares that may be issued upon exercise of options under
Registrant's 1998 Stock Option Plan (the "Plan") is 2,500,000.

                                       2
PROSPECTUS
----------

                               NUTRITION 21, INC.
                        2,500,000 shares of Common Stock

                        --------------------------------

         This  prospectus  is  part  of a  registration  statement  that  covers
2,500,000  shares of our common  stock  which we may issue  under our 1998 Stock
Option  Plan.  Some of the shares to be issued  under the 1998 Stock Option Plan
may be  offered  and  sold  from  time to time by our  directors  and  executive
officers who are listed on page 12. We will not receive any of the proceeds from
the resale of the shares  although we may receive the  exercise  prices when the
holders of the stock options exercise their stock options.

         Our common  stock is traded on the  Nasdaq  National  Market  under the
symbol  "NXXI." The last  reported  sale price of our common stock on the Nasdaq
National Market on March 8, 2001 was $0.9375 per share.

                  INVESTING IN THE COMMON STOCK INVOLVES RISKS.
                     SEE "RISK FACTORS" BEGINNING ON PAGE 2.

NEITHER  THE  SECURITIES  AND  EXCHANGE  COMMISSION  NOR  ANY  STATE  SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED THESE  SECURITIES,  OR DETERMINED IF THIS
PROSPECTUS  IS TRUTHFUL OR  COMPLETE.  ANY  REPRESENTATION  TO THE CONTRARY IS A
CRIMINAL OFFENSE.

                 The date of this prospectus is March __, 2001.
THE COMPANY

     WE ARE A NEW YORK  CORPORATION  THAT WAS  INCORPORATED ON JUNE 29, 1983. WE
DEVELOP AND MARKET  CLINICALLY  SUBSTANTIATED  PRODUCTS FOR CONSUMER WELL BEING.
OUR EXECUTIVE OFFICES ARE LOCATED AT 4 MANHATTANVILLE ROAD,  PURCHASE,  NEW YORK
10577 AND OUR TELEPHONE NUMBER AT THAT ADDRESS IS 914-701-4500.

                                  RISK FACTORS

     An  investment  in the  offered  shares  involves  a high  degree  of risk.
Prospective  investors should understand that they may lose their investment and
should consider  carefully the following risk factors in making their investment
decision. This prospectus contains and incorporates by reference forward-looking
statements which are intended to fall within the "safe harbor" provisions of the
Private  Securities   Litigation  Reform  Act  of  1995.  Examples  include  the
discussion  under  "Business"  and  "Management's  Discussion  and  Analysis  of
Financial  Condition and Results of  Operations" in the Form 10-K/A for the year
ended June 30, 2000.  These  statements are based on current  expectations  that
involve a number of  uncertainties  including  those set forth in the  following
risk  factors.  Actual  results  could  differ  materially  from  those  results
projected in these forward-looking statements.

WE MAY BE UNABLE TO  BECOME  CONSISTENTLY  PROFITABLE  DUE TO OTHER  FACTORS  IN
ADDITION TO THE PROBLEM OF ABSORBING OUR NEW BUSINESSES.

     We have had net  operating  losses from our  inception as a company in 1983
through the fiscal quarter ended December 31,1997.  Since then we had net income
of $5.865  million in the fiscal year ended June 30, 1999 and $6.490  million in
the  fiscal  year ended  June 30,  2000.  However,  in the  quarter  ended as of
December 31, 2000 we incurred a net loss of  approximately  $1.9 million and our
accumulated  deficit was  approximately  $35.1  million.  Our current  sales are
predominately  from  the  Nutrition  21  (ingredients)  and  the  Lite  Bites(R)
(consumer  products)  businesses.  While one  strategy  to expand  our  revenues
includes the continued  acquisition of nutrition  products,  we may be unable to
consummate any further acquisitions.  It may be several years before we generate
revenues from the products we are currently developing.  Other factors important
to our continued profitability include:

o    entering into new agreements for product development,
o    commercializing new products,
o    developing additional manufacturing and marketing capacity, and
o    obtaining any required regulatory approvals for products.

We may fail to  develop,  commercialize,  manufacture  and market new  products,
continue to achieve profitability, or obtain required regulatory approvals.

                                       4
SINCE WE DEPEND ON A LIMITED  NUMBER OF PRODUCTS  FOR OUR  REVENUES A DECLINE IN
THE SALES OF ONLY ONE PRODUCT COULD HARM OUR BUSINESS.

     Our revenues are primarily derived from the sale of nutrition  products and
dietary  supplements,  which are the principal  products of the Nutrition 21 and
Optimum Lifestyle  businesses that we acquired.  While we are working to acquire
or develop additional  products or businesses,  at the present time a decline in
chromium  picolinate,  selenium or nutrition  bar sales would harm our business.
During the six months ended  December 31, 2000,  we  experienced  a  significant
reduction  in revenue  from  chromium  picolinate  sales due to reduced  selling
prices in order to secure  contracts  with our  customers  in  recognition  of a
patent expiration.

WE MAY NEED ADDITIONAL  FINANCING AND DO NOT KNOW IF ADDITIONAL FUNDING WOULD BE
AVAILABLE ON  REASONABLE  TERMS WHICH DO NOT  SUBSTANTIALLY  DILUTE OUR EXISTING
SHAREHOLDERS.

     We may require additional funds in the future for:

o    continued marketing of existing products,
o    research and development,
o    the acquisition of products and/or companies,
o    filing, prosecuting and enforcing patent claims,
o    completing technological and market developments,
o    establishing collaborative arrangements for manufacturing and marketing,
o    product licensing,
o    pre-clinical and clinical trials, and
o    obtaining regulatory approvals.

     We  intend to seek  other  additional  funding  through  arrangements  with
corporate  collaborators,  public or private  sales of our  securities,  or bank
financing arrangements.  However, we currently have no arrangements in place for
additional  financing  and thus do not know if it would be  available  or if the
terms would be reasonable.  Additional financing will dilute the holdings of our
existing shareholders.  The inability to obtain required financing on reasonable
terms could harm our business.

IF WE ARE  NOT  ABLE TO MEET  THE  REGULATORY  REQUIREMENTS  THAT  APPLY  TO OUR
PRODUCTS, WE WILL NOT BE ABLE TO MARKET THEM.

     While all of the  products  that we are  currently  selling are in business
areas that do not  require  FDA  approval  for  marketing,  they are  subject to
monitoring  by the  FDA.  The FDA  may  make  inquiries  or  take  other  action
concerning these products in the future.  Any limitations  imposed by the FDA on
the marketing of our current products could cause our business to suffer.

     In addition to FDA  regulations,  the Federal  Trade  Commission  , or FTC,
regulates

                                       5
product  advertising  claims. In November 1996, after an FTC inquiry,  Nutrition
21,  without  any  admission  that any laws had been  violated,  entered  into a
settlement  agreement  with the FTC. This  agreement  limits our ability to make
claims  about  our  Nutrition  21  products  without   "competent  and  reliable
scientific evidence."

     The government  extensively  regulates  products that are intended to treat
disease in humans or animals.  The main regulatory  agency is the U. S. Food and
Drug Administration,  or FDA. Our proposed products may not prove to be safe and
effective  under the FDA's  regulatory  procedures,  or be marketable even after
approval.  Products must undergo thorough  pre-clinical and clinical evaluations
of  performance  as to safety and efficacy.  It may take several years to take a
product from the discovery stage through research and  pre-clinical  development
to the  point  where  our  partners  or we  can  make  the  necessary  U.S.  and
international filings to conduct human clinical trials.  Regulatory requirements
to conduct  clinical trials are  substantial,  depend upon a variety of factors,
vary by  country,  and  significantly  add to the time  necessary  to  determine
whether a product candidate can be approved for human use.

     We do not  have  any  pharmaceutical  products  that  have  completed  this
process. All of our potential  pharmaceutical  products are in various stages of
pre-clinical and clinical  development.  The failure of any of these products to
obtain  FDA  approval  would  prevent  us from  selling  them  and may  harm our
business.

WE MAY BE LIABLE FOR DAMAGES NOT COVERED BY OUR  INSURANCE IF OUR PRODUCTS  HAVE
HARMFUL SIDE EFFECTS.

     We have product  liability  insurance for the products we currently  market
and intend to obtain product liability  insurance for products we will market in
the future.  However,  we may not succeed in obtaining  additional  insurance or
obtaining insurance sufficient to cover all possible  liabilities.  Harmful side
effects may occur in both human and animal patients during clinical testing of a
new drug.  These  side  effects  may delay FDA  approval  and cause a company to
terminate its efforts to develop a drug for commercial use. In addition, harmful
side  effects  that  develop  after the FDA has  approved a drug could result in
legal action against a company.  We may face substantial  liability in the event
of harmful side effects or product defects  occurring when our products are used
in clinical  tests or after sale to the public.  If we fail to defend  ourselves
successfully  in any suit that may be brought  against us, our business could be
harmed.  Also,  the  defense of such a lawsuit is likely to be  expensive  and a
significant drain on our financial resources.

OUR FUTURE  SUCCESS  CONTINUES  TO DEPEND ON THE SERVICES OF THE  PRESIDENT  AND
CHIEF EXECUTIVE OFFICER.

     Our business  depends heavily upon the  participation  of the President and
Chief  Executive  Officer,  Gail  Montgomery,  who assumed  these  positions  in
September 2000.

                                       6
IF WE ARE UNABLE TO DEFEND  OUR MARKET  POSITION  FROM  LARGER,  BETTER-FINANCED
COMPETITORS, OUR BUSINESS COULD SUFFER.

     We  are  evaluating   proprietary   nutrition  products  in  the  areas  of
cardiovascular  disease,  diabetes,  and  gastrointestinal  disorders.  We  have
limited  experience in marketing  products and providing  marketing  licenses to
others  in  these  areas.  Compared  to us,  there  are  many  larger  food  and
pharmaceutical  companies  with  substantially  greater  financial  resources or
relevant marketing experience. These companies could acquire or develop products
that  may  compete  with  our  current  or  future  products.   Our  failure  to
successfully defend our market position would harm our business.

     The nutrition  supplement  industry is fragmented with many competitors and
potential  competitors that are larger and have greater financial resources than
we do.  Although  we hold  exclusive  rights to United  States  patents  for the
nutritional uses of chromium picolinate, foreign producers compete on price with
us in foreign markets. We also face competition from patent infringers. Although
we have a program of enforcing our patent rights, patent enforcement proceedings
are expensive and the outcome of any litigation is always unpredictable.

     Our licensees are developing  drugs for the treatment of serious  bacterial
infections.  Many other  corporate  and research  organizations  are  developing
similar  drugs to treat  these and  similar  bacterial  infections.  Success  by
competitors  with  other  anti-bacterial  or  germicidal  products  may harm our
prospects.  Many of the large  corporations  that are  involved in, or we expect
will enter, the field of biotechnology  have  substantially  greater  financial,
marketing and human resources than we do.

OUR PRODUCTS MAY BECOME OBSOLETE DUE TO TECHNOLOGICAL ADVANCES.

     We are developing products in areas that are undergoing rapid technological
advances and we may be unable to take advantage of these advances.  In addition,
the successful  application of these  technological  advances by competitors may
render our products obsolete. In the nutrition supplement market claims are made
similar to those we make for chromium picolinate for numerous products. Research
supporting competitors' claims in the nutrition supplement market is not subject
to mandatory review by any government agency. Therefore, new products can appear
and be brought to market  rapidly  and with  little  advance  notice.  A product
competitive with chromium  picolinate may appear or be supported by new research
before we are able to respond  with new product  development  or  countervailing
research.  If  competing  products  are  developed  that  customers  believe are
superior to our products,  sales of our products  could decline and our business
would be harmed.  In the  pharmaceutical  market,  many companies are developing
products for treatment of diseases caused by antibiotic resistant bacteria.  Our
licensees are also developing products, nisin and lysostaphin, to treat diseases
caused by serious bacterial  infections.  Our licensees  potential  products may
become  obsolete due to the products  being  developed  by other  companies  for
treating antibiotic resistant bacteria.

                                       7
IF WE ARE UNABLE TO MAKE ADEQUATE MARKETING ARRANGEMENTS OR CONTROL HOW WELL OUR
PRODUCTS ARE SOLD OUR BUSINESS COULD SUFFER.

     We rely on  agreements  with  collaborative  partners to develop,  test and
market  our  products.  We may be  unable to obtain  agreements  needed  for our
business, or agreements may not be available on terms that are acceptable to us.
If we are not able to enter into these agreements,  we could encounter delays in
marketing  our  new  products  into  the  market,   or  find  that  development,
manufacture or sale of our products will be limited.

IF WE ARE UNABLE TO MAKE ADEQUATE MANUFACTURING ARRANGEMENTS OR CONTROL HOW WELL
OUR PRODUCTS ARE MADE OUR BUSINESS COULD SUFFER.

     We  currently  have  no  facilities  to  manufacture  chromium  picolinate,
selenium,  nutrition bars, and our other products and must rely on third parties
to manufacture our products.  These manufacturers may not meet our requirements,
and we may not be able to find substitute manufacturers, if necessary.

IF WE ARE  UNABLE TO PROTECT  OUR  TECHNOLOGY,  WE WILL BE SUBJECT TO  INCREASED
COMPETITION.

     We rely on patent and trade secret  protection  for our  biotechnology  and
pharmaceutical  products.  In  addition,  we rely on  intellectual  property  to
protect our  investment in the  nutrition  products  business.  Our success will
depend, in part, on our ability to obtain patent protection for our products and
manufacturing  processes,  preserve  our  trade  secrets,  and  operate  without
infringing  the  proprietary  rights  of  third  parties.  If we  cannot  secure
intellectual property protection, our competitors could sell products similar to
ours at lower prices. Competitors could undercut our prices because they did not
pay to develop or obtain  licenses  to the  technology  in these  products.  Any
current or future patent applications relating to our products or technology may
not result in patents  being issued or, if issued,  these patents may not afford
adequate protection or may be challenged,  invalidated or infringed. Competitors
may independently develop similar products and processes, duplicate our products
or, if patents are issued to us, design around these  patents.  In addition,  we
could incur substantial costs in defending ourselves in suits brought against us
or in suits we bring to  assert  our  patents  against  others.  The loss of any
litigation could harm our business.

     We may also be required to obtain licenses to patents or other  proprietary
rights of third parties. These licenses may not be available on terms acceptable
to us, if at all. If we do not obtain required licenses,  we could be delayed in
marketing new products while we attempt to design around the proprietary  rights
held by third parties,  or we may be unable to develop,  manufacture or sell new
products.

     We  also  seek  to  protect   our   proprietary   technology   in  part  by
confidentiality   and  inventors'  rights  agreements  with  our  collaborators,
advisors,  employees,  and consultants.  These

                                       8
agreements may be breached and we may not have adequate remedies for any breach.
In  addition,  our trade  secrets may be disclosed in some manner not covered by
these agreements.

     Currently,  we hold exclusive rights to the United States patent on various
nutritional uses of chromium picolinate which expire in 2009, and other chromium
compound  patents which expire in 2018. We expect to seek additional  patents in
the future, but we may not succeed in obtaining any patents. Any patents that we
do obtain  may be  inadequate  as to the  breadth  or degree of  protection.  In
addition,  Orion  Corporation,  the University of Maryland,  New York University
Medical  Center,   and  the  McGuire  Veterans   Administration   Hospital  have
exclusively  licensed  some  patents and patent  applications  to us. Our future
performance is partly dependent upon these patent rights.

IF OUR LICENSEES MARKET PHARMACEUTICAL  PRODUCTS,  THEY MAY BE UNABLE TO QUALIFY
THESE  NEW  PRODUCTS  FOR THIRD  PARTY  REIMBURSEMENT  WHICH  COULD  REDUCE  OUR
LICENSING REVENUES FOR THOSE PRODUCTS.

     If and when they become  available,  a significant  portion of the sales of
our  licensees'  pharmaceutical  products  will  depend on the  availability  of
reimbursement from third-party  payers, such as government and private insurance
plans. These third-party payers are a major source of payment for pharmaceutical
products.  Our  licensees  will  have  to  comply  with  many  requirements  and
procedures  imposed by these  government  and  private  payers  before they will
reimburse  health  care  providers  for using  pharmaceutical  products.  If our
licensees  were unable to qualify these  products for  reimbursement  from these
third party payers our licensing revenues from those products would be reduced.

THE GROWTH OF OUR BUSINESS HAS DEPENDED ON ACQUISITIONS  AND WE MAY BE UNABLE TO
CONTINUE TO FIND NEW ACQUISITIONS TO MAINTAIN OUR GROWTH.

     Almost  all of our  current  revenues  come  from  businesses  that we have
acquired,  like  Nutrition 21 and Optimum  Lifestyle,  rather than from products
that we have  developed.  We intend to continue to grow our  business in part by
seeking acquisitions of complementary  products and businesses.  However, we may
be  unable  to  find  suitable  acquisition  candidates.  We  may be  unable  to
effectively  integrate acquired  businesses into our operations.  The process of
integration is costly and could harm our operating results,  particularly in the
periods immediately following the acquisition.

OUR STOCK PRICE MAY  DECLINE IF WE ARE UNABLE TO  MAINTAIN A NASDAQ  LISTING FOR
OUR SECURITIES.

     Our common stock is quoted on the Nasdaq  National  Market  System.  If our
securities  fail to maintain a Nasdaq  listing,  the market  value of our common
stock would likely  decline and purchasers of our common stock would likely find
it more difficult to sell our common stock, or to obtain accurate  quotations as
to its market value.  In addition,  if we fail to maintain a Nasdaq  listing for
our  securities,  and no other  exclusion from the definition of a "penny stock"
under the Exchange Act is available,  then any broker  engaging in a transaction
in our  securities  would  be  required  to  provide  any  customer  with a risk
disclosure document,  disclosure of market

                                       9
quotations,  if any, disclosure of the compensation of the broker-dealer and its
salesperson in the transaction and monthly account statements showing the market
values of our  securities  held in the  customer's  accounts.  The bid and offer
quotation and  compensation  information must be provided prior to effecting the
transaction  and must be contained on the  customer's  confirmation.  If brokers
become subject to the "penny stock" rules when engaging in  transactions  in our
securities,  they would  become  less  willing to engage in these  transactions,
which will make it more  difficult for purchasers of our common stock to dispose
of their shares.

     In order to maintain our Nasdaq  listing we must  continue to be registered
under the Exchange Act and have:

o    net tangible assets of at least $4,000,000,
o    at least 750,000 shares  outstanding held by  non-affiliates  with a market
     value of at least $5,000,000,
o    at least 400 shareholders,
o    a minimum bid price of $1.00 per share, and
o    at least two market makers.

We believe that we currently  comply with all of the  requirements for continued
listing except that our stock price has periodically dropped below $1.00. In the
future we may not continue to meet the requirements for continued listing on the
Nasdaq National Market System in which event our business would be harmed.

THE SALE OF SHARES ELIGIBLE FOR FUTURE SALE MAY DEPRESS THE PRICE OF OUR STOCK.

     Sales of a  substantial  number of shares  of  common  stock in the  public
market could harm the market price for our common stock. Among other securities,
we currently have  outstanding 476 shares of our Series E Convertible  Preferred
Stock that currently are  convertible  into 380,800  shares of common stock,  an
undetermined   additional   number  of  shares  of  common   stock   because  of
anti-dilution  adjustments,  401,948 warrants exercisable in connection with the
Series D  Preferred  Stock,  343 shares of Series F  Preferred  Stock  currently
convertible  into  274,400  shares of common  stock,  and 663 shares of Series G
Preferred  Stock  currently  convertible  into  approximately  264,000 shares of
common stock. We have registered the sale of all of the common stock  underlying
the Series E and F Preferred  Stock and warrants as well as 3,999,617  shares of
common stock  issuable  under  various  other  warrants and stock  options.  The
conversion and sale of these shares of common stock would dilute the holdings of
current shareholders and may reduce the price of our common stock.

THE VOLATILITY OF OUR STOCK PRICE MAY MAKE IT DIFFICULT TO OBTAIN FINANCING.

     The market  prices  for  securities  issued by small  health  care  related
companies   such  as  Nutrition  21  have  been   volatile.   Announcements   of
technological  innovations  for  new  commercial  products  by our  competitors,
adverse developments concerning regulatory review, proprietary rights, corporate
plans,  the introduction of new products,  and changes in general

                                       10
conditions  in the  industry  may  have a  significant  negative  impact  on our
business and on the market price of our common  stock.  Potential  investors may
decline to invest in Nutrition 21 due to the past volatility of its stock price.
Also,  in part to  protect  themselves  from  this  volatility,  investors  have
insisted  on  receiving a discount  from the market  price for  securities  that
Nutrition 21 has sold to raise funds.

                                 USE OF PROCEEDS

     We will not receive any proceeds from the sale of the offered shares by the
selling  shareholders  although  we may  receive  the  exercise  prices when the
holders of the stock options exercise the stock options.

                            SELLING SECURITY HOLDERS

     The  securities  being offered hereby are for the accounts of the following
persons  who  are  directors  or  officers  of  the  Company  or  its  principal
subsidiary:

                       Securities Owned     Securities      Securities to be
 Name                  Before Offering      to be Sold      Owned after offering
 ----                  ---------------      ----------      --------------------
 Jonathan dela Harpe       152,000            25,000         127,000
 Alan J. Kirschbaum         75,000            30,000          45,000
 Gerald A. Shapiro         159,800            40,000         119,800
 Benjamin T. Sporn         271,625            35,000         236,625
 Gail Montgomery           225,000           150,000          75,000
 John H. Gutfreund          55,000            20,000          35,000
 P. George Benson           55,000            20,000          35,000
 Audry T. Cross             84,000            20,000          64,000
 Robert E. Flynn           132,000            20,000         112,000
 Marvin Moser              135,000            20,000         115,000
 Robert E. Pollack          90,000            20,000          70,000

                              PLAN OF DISTRIBUTION

     The shares offered in this  prospectus may be sold from time to time by the
selling stockholders for their own accounts. We are responsible for the expenses
incurred in the  registration  of the shares,  other than selling  discounts and
commissions  and stock  transfer  fees and taxes  applicable  to the sale of the
shares. The selling stockholders are not subject to any underwriting agreements.
The selling stockholders, or any parties who receive the shares from the selling
stockholders by way of a gift,  donation or other transfer,  may sell the shares
covered by this prospectus.  The selling stockholder may sell the shares offered
by this prospectus from

                                       11
time to time at market prices prevailing at the time of sale, at prices relating
to the prevailing market prices or at negotiated  prices.  The sales may be made
in  the  over-the-counter  market,  on the  Nasdaq  National  Market,  or on any
exchange on which the shares are  listed.  The shares may be sold by one or more
of the following means:

o    one or more block  trades in which a broker or dealer will  attempt to sell
     all or a portion of the shares held by the selling  stockholder as agent or
     principal;

o    purchases by a broker or dealer as  principal  and resale by such broker or
     dealer for its account pursuant to this prospectus;

o    ordinary brokerage transactions and transactions in which a broker solicits
     purchasers;

o    in negotiated transactions; and

o    through other means.

     The selling  stockholders  may effect sales by selling shares to or through
broker-dealers,  and such broker-dealers may receive compensation in the form of
underwriting  discounts,  concessions,  commissions,  or fees  from the  selling
stockholders and/or purchasers of the shares. Under the federal securities laws,
any  broker-dealers  that  participate  with  the  selling  stockholders  in the
distribution of the shares may be deemed to be underwriters  and any commissions
received by them and any profit on the resale of the shares  positioned  by them
might be deemed to be underwriting compensation.

     We have informed the selling stockholders that the anti-manipulation  rules
under Section 16 of the Securities Exchange Act may apply to sales in the market
and will  furnish  the  selling  stockholders  with a copy of these rules if the
stockholders  request them. We have also informed the selling  stockholders that
they need to  deliver  a copy of this  prospectus  to the  buyer  when they sell
shares.

     Some of the shares may be sold under Rule 144 rather  than in  reliance  on
this prospectus.

     American Stock Transfer and Trust  Company,  40 Wall Street,  New York, New
York, 10005, is the transfer agent for our common stock.

                                     EXPERTS

     The  consolidated  financial  statements of the Company as of June 30, 1999
and 2000,  and for each of the years of the  three-year  period  ended  June 30,
2000,  have  been  incorporated  by  reference  herein  and in the  registration
statement in reliance upon the report of KPMG LLP, independent  certified public
accountants,  incorporated by reference  herein,  and upon the authority of said
firm as experts in accounting and auditing.

                                       12
LEGAL MATTERS

     Certain  legal  matters in  connection  with this offering are being passed
upon for the Company by Oscar D. Folger,  Esq., 521 Fifth Avenue,  New York, New
York 10175.  Mr.  Folger's  wife owns 10,000  shares of the Common  Stock of the
Company.

                                MATERIAL CHANGES

     There  have been no  material  changes  since the  filing of our  quarterly
report on Form 10-Q for the fiscal quarter ended December 31, 2000.

                       WHERE YOU CAN FIND MORE INFORMATION

     We have filed a registration  statement on Form S-8 with the Securities and
Exchange  Commission  in connection  with this  offering.  In addition,  we file
annual,  quarterly and current reports,  proxy statements and other  information
with  the  Securities  and  Exchange  Commission.  You may  read  and  copy  the
registration  statement and any other  documents we file at the  Securities  and
Exchange   Commission's  Public  Reference  Room  at  450  Fifth  Street,  N.W.,
Washington,  DC 20549.  Please call the  Securities  and Exchange  Commission at
1-800-SEC-0330  for  further  information  on the  Public  Reference  Room.  Our
Securities and Exchange  Commission  filings are also available to the public at
the Securities and Exchange Commission's Internet site at http://www.sec.gov.

     The  Securities  and  Exchange  Commission  allows  us to  "incorporate  by
reference" the  information we file with them,  which means that we can disclose
important  information  to  you  by  referring  you  to  those  documents.   The
information  incorporated  by  reference  is  considered  to  be  part  of  this
prospectus,  and information that we file later with the Securities and Exchange
Commission  will  automatically  update  and  supersede  this  information.   We
incorporate  by reference  the  documents  listed below and any future filing we
will make with the Securities  and Exchange  Commission  under  Sections  13(a),
13(c), 14 or 15(d) of the Exchange Act (File No. 0-14983):

     (1)      Annual  Report on Form  10-K/A for the fiscal  year ended June 30,
              2000.

     (2)      Quarterly  Report on Form 10-Q for the three months ended December
              31, 2000.

     (3)      The section entitled  "Description of Securities" in the Company's
              Registration  Statement  on Form S-1  (Registration  No.  33-4822)
              declared effective on August 28, 1986.

     We  will  provide  a  copy  of any  and  all of  the  information  that  is
incorporated  by reference in this  prospectus,  not  including  exhibits to the
information  unless those exhibits are  specifically  incorporated  by reference
into this  prospectus,  to any  person,  without  charge,  upon  written or oral

                                       13
request. Requests for copies of this information should be directed to Nutrition
21, Inc., 4 Manhattanville Road Purchase, New York 10577, Attn.: Benjamin Sporn.

     This  prospectus  is part of a  registration  statement  we filed  with the
Securities and Exchange  Commission.  You should rely only on the information or
representations  provided  in  this  prospectus.  We have  authorized  no one to
provide  you with  different  information.  We are not  making an offer of these
securities in any state where the offer is not permitted.  You should not assume
that the  information  in this  prospectus is accurate as of any date other than
the date on the front of the document.
NUTRITION 21, INC.

                        2,500,000 SHARES OF COMMON STOCK

                             ----------------------

                                   PROSPECTUS

                             ----------------------

                                 March ___, 2001

     You should rely only on the information  contained in this  prospectus.  We
have not authorized  anyone to provide you with information  different from that
contained in this prospectus. The selling security holders are offering to sell,
and seeking offers to buy,  shares of Common Stock only in  jurisdictions  where
offers and sales are permitted.  The information contained in this prospectus is
accurate  only as of the  date of this  prospectus,  regardless  of the  time of
delivery of this prospectus or of any sale of the Common Stock.

                                       14
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     See "Incorporation of Certain Information by Reference."

ITEM 4.       DESCRIPTION OF SECURITIES.

     Not applicable.

ITEM 5.       INTERESTS OF NAMED EXPERTS AND COUNSEL.

     See "Experts" and "Legal Matters."

ITEM 6.       INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Section  5.04 of the  Company's  by-laws  provides  that the  Company  will
indemnify its directors and officers to the fullest extent permitted by law.

     Section  722 of the New  York  Business  Corporation  Law  provides  that a
corporation  may  indemnify a director or officer,  made a party to a derivative
action,  against reasonable expenses actually and necessarily incurred by him in
connection with the defense of such action,  except in relation to matters as to
which such  director  or officer is adjudged  to have  breached  his duty to the
corporation.  Such  indemnification does not include amounts paid in settling or
otherwise  disposing  of a  threatened  or  pending  action  which is settled or
otherwise disposed of without court approval.

     Section  722  of the  Business  Corporation  Law  further  provides  that a
corporation may indemnify a director or officer, made, or threatened to be made,
a  party  to any  action  other  than  a  derivative  action  on  behalf  of the
indemnifying corporation,  whether civil or criminal, against judgments,  fines,
amounts paid in settlement  and  reasonable  expenses  actually and  necessarily
incurred as a result of such action,  if such  director or officer acted in good
faith, for a purpose which he reasonably believed to be in the best interests of
the corporation  and, in criminal  actions or proceedings,  in addition,  had no
reasonable cause to believe that his conduct was unlawful.

     Section 723 specifies  the manner in which payment of such  indemnification
may be authorized by the  corporation.  It provides  that  indemnification  by a
corporation  is  mandatory in any case in which the director or officer has been
completely  successful,  whether on the merits or  otherwise,  in  defending  an
action referred to in Section 722. In the event that the director or officer has
not been wholly  successful  or the action is settled,  indemnification  must be
authorized  by the  appropriate  corporate  action as set forth in Section  723.
Section  724  provides  that  upon   application   by  a  director  or  officer,
indemnification  may be  awarded  by a  court  to the  extent

                                       15
authorized   under   Sections  722  and  723.   Section  725  provides  that  no
indemnification  agreement in any  Certificate  of  Incorporation  or By-Laws is
valid  unless  consistent  with the statute.  In addition,  Section 725 contains
certain  other  miscellaneous   provisions   affecting  the  indemnification  of
directors and officers.

     Insofar as indemnification by the Company for liabilities arising under the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the Company pursuant to the foregoing provisions,  or otherwise,  the
Company has been  advised  that in the opinion of the  Securities  and  Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against  such  liabilities  (other  than the  payment by the Company of expenses
incurred or paid by a director,  officer or controlling person of the Company in
the  successful  defense of any action,  suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered,  the Company  will,  unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

ITEM 7.       EXEMPTION FROM REGISTRATION CLAIMED.

     Not Applicable.

ITEM 8.       EXHIBITS.

(5)           Opinion of Oscar D. Folger as to legality
(23)(a)       Consent of Oscar D. Folger (included in Exhibit 5)
(23)(b)       Consent of KPMG LLP
(28)          Form of 1998 Stock Option Plan(1)
----------------------------

     (1)  Incorporated  by reference to the  Company's  proxy  statement for the
annual meeting of shareholders held December 17, 1998.

ITEM 9.   UNDERTAKINGS.

     (a)  The undersigned Registrant hereby undertakes:

     (1) To file,  during any period in which  offers or sales are being made, a
post-effective amendment to this registration statement:

              (i) To include any prospectus  required by Section 10(a)(3) of the
Securities Act of 1933;

              (ii) To reflect in the Prospectus any fact or events arising after
the  effective  date

                                       16
of the  registration  statement  (or the most  recent  post-effective  amendment
thereof) which, individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement.  Notwithstanding the
foregoing,  any increase or decrease in the volume of securities offered (if the
total  dollar  value of  securities  offered  would not  exceed  that  which was
registered) and any deviation from the high and low and of the estimated maximum
offering  range  may be  reflected  in the  form of  prospectus  filed  with the
Commission  pursuant to Rule 424(b) if, in the aggregate,  the changes in volume
and price  represent no more than a 20 percent  change in the maximum  aggregate
offering price set forth in the  "Calculation of Registration  Fee" table in the
effective registration statement;

              (iii) To include any material information with respect to the plan
of distribution not previously  disclosed in the  registration  statement or any
material change to such information in the registration statement;

              PROVIDED, HOWEVER, that paragraphs (1)(i) and (1)(ii) do not apply
if the  registration  statement is on Form S-3, or Form S-8, and the information
required to be included in a  post-effective  amendment by those  paragraphs  is
contained  in periodic  reports  filed by  Registrant  pursuant to Section 13 or
Section 15(d) of the Securities  Exchange Act of 1934 that are  incorporated  by
reference in the registration statement.

     (2) That, for the purpose of determining any liability under the Securities
Act of 1933,  each  such  post-effective  amendment  shall be deemed to be a new
registration  statement  relating  to the  securities  offered  therein  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

     (3) To remove from registration by means of a post-effective  amendment any
of the securities being registered which remain unsold at the termination of the
offering.

     (b) The  undersigned  registrant  hereby  undertakes  that for  purposes of
determining  any  liability  under the  Securities  Act of 1933,  each filing of
Registrant's  annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable,  each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the  registration  statement shall be
deemed to be a new  registration  statement  relating to the securities  offered
therein,  and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

     (h) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 (the  "Act") may be  permitted  to  directors,  officers  or persons
controlling the Registrant pursuant to the foregoing  provisions,  or otherwise,
Registrant  has been advised that in the opinion of the  Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such liabilities  (other than the payment by Registrant of expenses paid
or incurred by a director,  officer or  controlling  person of Registrant in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with

                                       17
the securities being  registered,  Registrant will, unless in the opinion of its
counsel  the matter has been  settled by  controlling  precedent,  submit to the
court of appropriate  jurisdiction the question whether such  indemnification by
it is against  public policy as expressed in the Act and will be governed by the
final adjudication of such issue.

                                       18
SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the registrant
has duly caused this  registration  statement  to be signed on its behalf by the
undersigned, thereunto duly authorized, in Purchase, New York on the 12th day of
March 2001.

                                       Nutrition 21, Inc.

                                       By:  /s/ Gail Montgomery
                                          ----------------------------------
                                                Gail Montgomery
                                                President, CEO and Director
POWER OF ATTORNEY

     Each person whose signature  appears below hereby  constitutes and appoints
Gail Montgomery as his or her true and lawful  attorney-in-fact  and agent, with
full power of substitution and resubstitution,  for him or her and in his or her
name,  place and stead in any and all  capacities to sign any and all amendments
(including post-effective amendments) to this Registration Statement on Form S-8
and to file  the  same,  with  all  exhibits  thereto  and  other  documents  in
connection  therewith,  with the  Securities and Exchange  Commission  under the
Securities Act of 1933.

                              --------------------

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

SIGNATURE                        TITLE                             DATE
---------                        -----                             ----

/s/
  -------------------------
Robert E. Flynn                Chairman of the Board               March 8, 2001

/s/
  -------------------------
Gail Montgomery                President, CEO and Director         March 8, 2001

/s/
  -------------------------
Gerald A. Shapiro              CFO (Principal Accounting and
                               Financial Officer)                  March 8, 2001

/s/
  -------------------------
P. George Benson               Director                            March 8, 2001

/s/
  -------------------------
Audrey T. Cross                Director                            March 8, 2001

/s/
  -------------------------
John H. Gutfreund              Director                            March 8, 2001

/s/
  -------------------------
Marvin Moser                   Director                            March 8, 2001

/s/
  -------------------------
Robert E. Pollack              Director                            March 8, 2001

                                       20