SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-K/A

(Amendment No. 2)

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

For Fiscal Year ended June 30, 2007

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)

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, or a non-accelerated filter. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.

Large accelerated filer o Accelerated filer x Non-accelerated filer o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act. Yes o No x

As of December 31, 2006, the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was $92,196,040 based on the closing sale price as reported on the NASDAQ Capital Market System.

As of September 21, 2007, there were 62,536,793 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 29, 2007 are incorporated by reference into Part III.

Explanatory Note:

Nutrition 21, Inc. is filing this Amendment to its Annual Report on Form 10-K/A for the fiscal year ended June 30, 2007, originally filed with the Securities and Exchange Commission on September 28, 2007, to correct typographical errors in Exhibit 32.1 and Exhibit 32.2.

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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/ Paul Intlekofer

Paul Intlekofer, President and

Chief Executive Officer

Dated: October 24, 2007

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below, as of October 24, 2007, by the following persons on behalf of Registrant and in the capacities indicated.

/s/ Paul Intlekofer

Paul Intlekofer, 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/ Audrey T Cross

Audrey T. Cross, Director

/s/ Marvin Moser

Marvin Moser, Director

/s/ Alan J. Kirschbaum

Chief Financial Officer, Vice

President Finance and Treasury

(Principal Financial Officer and

Principal Accounting Officer)

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