Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

On October 22, 2008, Nutrition 21, Inc. ("Nutrition 21" or the "Company") received a letter from The Nasdaq Stock Market ("NASDAQ") stating that NASDAQ has decided to temporarily suspend enforcement of the bid price and market value of publicly held shares requirements, given the extraordinary current market conditions. As a result, the Company will now have until March 26, 2009 to regain compliance with the minimum bid price requirement.

On October 16, 2008, NASDAQ filed an effective rule change with the Securities and Exchange Commission to implement the suspension immediately. As a result, all companies, including Nutrition 21, who are presently in a bid price or market value of publicly held shares compliance period, will remain at that same stage of the process and will not be subject to being delisted for these concerns. These rules will be reinstated on Monday, January 19, 2009, and the first relevant trade date will be Tuesday, January 20, 2009.

As of October 16, 2008, Nutrition 21 had 66 calendar days remaining within its compliance period. Therefore, upon reinstatement of the rules, the Company will still have this number of days, or until March 26, 2009, to regain compliance. Nutrition 21 can regain compliance, either during the suspension or during the compliance period resuming after the suspension, by achieving a $1 closing bid price for a minimum of 10 consecutive trading days.

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