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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549


                                    FORM 8-K


                             CURRENT REPORT PURSUANT
                          TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


         Date of Report (Date of earliest event reported): May 31, 2005


                        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 Number)


       100 MATAWAN ROAD, SUITE 420, MATAWAN, NJ                  07747-3913
       (Address of Principal Executive Offices)                  (Zip Code)


       Registrant's telephone number, including area code: (732) 739-2900


                                       N/A
         (Former name or former address, if changed since last report.)


Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))

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ITEM 1.02         TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT

ITEM 5.02         DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF
                  DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS


         Pacifichealth Laboratories, Inc. has announced that its Chief Executive
Officer, David Mastroianni, has separated from the Company and is not currently
actively engaged as Chief Executive Officer. Pacifichealth and Mr. Mastroianni
are in discussions regarding the terms of his separation, including the
termination of his Employment Agreement dated September 1, 2004.



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                                    SIGNATURE

         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:  May 31, 2005                        By:  /s/ Stephen P. Kuchen          
                                                 -------------------------------
                                                 Stephen P. Kuchen
                                                 Chief Financial Officer


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