FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person *   Duffner Frederick G 2. Date of Event Requiring Statement (Month/Day/Year) 01/27/2010 3. Issuer Name and Ticker or Trading Symbol PACIFICHEALTH LABORATORIES INC [PHLI] (Last) (First) (Middle) C/O PACIFICHEALTH LABORATORIES, INC., 100 MATAWAN ROAD, SUITE 420 4. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) President 5. If Amendment, Date Original Filed(Month/Day/Year) (Street) MATAWAN, NJ 07747-3913 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5) Common Stock 662,857 D Â

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Common Stock Option (right to buy)	  (1)	  (2)	Common Stock	200,000 (3)	$ 0.28	D	Â
Common Stock Option (right to buy)	  (4)	  (5)	Common Stock	250,000 (3)	$ 0.122	D	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Duffner Frederick G C/O PACIFICHEALTH LABORATORIES, INC. 100 MATAWAN ROAD, SUITE 420 MATAWAN, NJ 07747-3913	  X	Â	  President	Â

Signatures

/s/ Fred Duffner		01/28/2010
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	On July 14, 2008, the Board of Directors of PacificHealth Laboratories, Inc. (the "Company") approved the issuance of options to purchase 200,000 shares of the Company's common stock (the "Options") at an exercise price of $0.28 per share to vest as follows: 50,000 shares on July 14, 2009, 50,000 shares on July 14, 2010, 50,000 shares on July14, 2011, and 50,000 shares on July 14, 2012.
(2)	To the extent not previously exercised, these Options will terminate upon the earlier of (i) July 14, 2013 or (ii) 90 days following the termination of Mr. Duffner's employment with the Company.
(3)	Mr. Duffner became an officer of the Company on January 27, 2010, which triggered the requirement to report the grant of the Options on this Form 3.
(4)	On January 25, 2010, the Company approved the issuance of Options to purchase 250,000 shares of the Company's common stock at an exercise price of $0.122 per share to vest as follows: 83,333 shares on January 25, 2011, 83,333 shares on January 25,2012, and 83,334 shares on January 25,2013.
(5)	To the extent not previously exercised, the Options will terminate upon the earlier of (i) January 25,2015 or (ii) 90 days following the termination of Mr. Duffner's employment with the Company.

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