SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-K/A

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For Fiscal Year ended June 30, 2008

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________________ to ________________________ .

Commission File Number 0-14983

NUTRITION 21, INC.

(Exact Name of Registrant as Specified in its Charter)

New York	11-2653613
(State or other jurisdiction of incorporation	(I.R.S. Employer Identification No.)
or organization)

4 Manhattanville Road, Purchase, New York 10577-2197

(914) 701-4500

Securities registered pursuant to Section 12(b) of the Act:

 Common Stock (par value $.005 per share) Nasdaq Capital Market

Securities registered pursuant to Section 12(g) of the Act:

None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes o No x

Indicate by check mark whether the registrant whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this form 10-K. x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer a non-accelerated filer or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer o  Accelerated filer o Non-accelerated filer x Smaller reporting company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.

Yes oNo x

As of December 31, 2007, the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was $39,870,018 based on the closing sale price as reported on the NASDAQ Capital Market System.

As of September 21, 2008, there were 64,555,862 shares of common stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the definitive Proxy Statement to be delivered to shareholders in connection with the Annual Meeting of Shareholders to be held on November 20, 2008 are incorporated by reference into Part III.

This Amendment Number 1 to Form 10-K filed on September 29, 2008 is being filed to correct a typographical error in the Certification signed by Michael A. Zeher Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

NUTRITION 21, INC.

By:  /s/ Michael A. Zeher

Michael A. Zeher, President and

Chief Executive Officer

Dated: October 3, 2008

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below, as of October 3, 2008, by the following persons on behalf of Registrant and in the capacities indicated.

/s/ Michael A. Zeher

Michael A. Zeher, President and

Chief Executive Officer

/s/ John H. Gutfreund

John H. Gutfreund,

Chairman of the Board

/s/ P. George Benson

P. George Benson, Director

/s/ John L. Cassis

John L. Cassis, Director

/s/ Warren D. Cooper

Warren D. Cooper Director

/s/ Peter Mann

Peter Mann, Director

/s/ Alan J. Kirschbaum

Chief Financial Officer, Vice

President Finance and Treasury

(Principal Financial Officer and

Principal Accounting Officer)