SecProbe.io

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Via Facsimile and U.S. Mail
Mail Stop 03-09

										March 3, 2005

Benjamin T. Sporn
Vice President, General Counsel and Secretary
Nutrition 21, Inc.
4 Manhattanville Road
Purchase, New York 10577

Re:	Nutrition 21, Inc.
	Registration Statement on Form S-3
      Filed February 17 2005
	File Number 333-122880

Dear Mr. Sporn:
      This is to advise you that we have undertaken a limited
review
of the above referenced registration statement and have the
following
comments.  After and issues that arise during our examination of
the
request have been satisfied, we will consider your request for
acceleration of the effective date of the registration statement.

      Where indicated, we think you should revise your document in
response to these comments.  If you disagree, we will consider
your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.

      The purpose of our review process is to assist you in your
compliance with the applicable disclosure requirements and to
enhance
the overall disclosure in your filing.  We look forward to working
with you in these respects.  We welcome any questions you may have
about our comments or on any other aspect of our review.  Feel
free
to call us at the telephone numbers listed at the end of this
letter.

1. We note your statements in the last paragraph on page 15.  Your
registration statement should register only those shares which are
currently outstanding, to the extent some shares are not yet
issued
to named selling security holders they should be removed from the
registration statement.  Also, please amend the registration fee
table accordingly.

2. Please identify the natural persons who have voting and
dispositive power for the common stock held by the named entities
in
the selling security holders table on pages 14-15.

3. We note the filing does not include the signature of your
controller or principal accounting officer.  Please include this
signature in your amended Form S-1.  If Paul Intlekofer serves as
the
controller or principal accounting officer, his signature should
be
captioned as such in your amended filing.  See Instructions 1 and
2
to the Signatures section of Form S-3

*	*	*

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

	Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
* the company may not assert this action as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      Please contact Albert Lee at (202) 824-5522 or me at (202)
942-
1840 with any questions.

      Sincerely,

								Jeffrey P. Riedler
								Assistant Director

cc:	Oscar D. Folger
	521 Fifth Avenue
	New York, New York 10175

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Benjamin T. Sporn
Nutrition 21, Inc.
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