SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 8-K


                Current Report Pursuant to Section 13 or 15(d) of
                           the Securities Act of 1934


     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


   Date of Report (Date of earliest event reported) April 1, 2002
                                                    -------------



                        PACIFICHEALTH LABORATORIES, INC.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

           Delaware                      000-23495              22-3367588
          ---------                     -----------         ------------------
(State or other jurisdiction            (Commission            (IRS Employer
    of Incorporation)                   File Number)        Identification No.)


1480 Route 9 North, Suite 204, Woodbridge, New Jersey              07095
-----------------------------------------------------              -----
     (Address of principal executive offices)                    (Zip Code)


         Registrant's telephone number, including area code 732/636-6141



          -------------------------------------------------------------
          (Former name or former address, if changed since last report)





Item 4.  Changes in Registrant's Certifying Accountant.

Effective April 1, 2002, PacificHealth Laboratories, Inc. dismissed Larson,
Allen, Weishair & Co., LLP ("Larson, Allen") and engaged Richard A. Eisner & Co.
("Eisner") to serve as the independent public accountants to audit the financial
statements of PacificHealth for the fiscal year ending December 31, 2002.

The appointment of Eisner as independent public accountants replacing Larson,
Allen was recommended by the Board of Directors of PacificHealth. Larson, Allen
did not decline to stand for re-election and Larson, Allen's reports on
financial statements for the last two fiscal years did not contain an adverse
opinion or a disclaimer of opinion, and was not qualified or modified as to
uncertainty, audit scope or accounting principles.

During our past two fiscal years, we had no disagreements with Larson, Allen of
the nature required to be reported under Item 304(a)(1)(iv) of Regulation S-B.

Effective April 1, 2002, we engaged Eisner as our independent public
accountants. During the past two fiscal years, we have had no consultations with
Eisner concerning: (a) the application of accounting principles to a specific
transaction or the type of opinion that might be rendered on our financial
statements as to which a written report was provided to us or as to which we
received oral advice that was an important factor in reaching a decision on any
accounting, auditing or financial reporting issue; or (b) any disagreements, as
defined in Item 304(a)(1)(iv) of Regulation S-B.

Item 7.  Financial Statements and Exhibits

16.      Letter from Larson, Allen regarding the appointment Eisner as
         independent public accountants for PacificHealth for the fiscal year
         ending December 31, 2002.






                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                          PACIFICHEALTH LABORATORIES, INC.



Dated: April 8, 2002                      By: /s/ Robert Portman
                                          ----------------------
                                          Robert Portman, President