2

Item 1.   Security and Issuer.

This Schedule 13D relates to the Common Stock, par value $0.0025 per share, of PacificHealth Laboratories, Inc. (“PacificHealth”). The name of the issuer is PacificHealth Laboratories, Inc. and its principal executive offices are at 100 Matawan Road, Suite 420, Matawan, NJ 07747.

Item 2.   Identity and Background.

Hormel Health Labs, LLC is a limited liability company organized under the laws of the State of Delaware with its principle offices located at One Hormel Place, Austin, MN 55912. It is the indirect, wholly-owned subsidiary of Hormel Foods Corporation. Hormel Health Labs, LLC is engaged in the manufacturing, distribution and sale of nutritional products to the health care industry. Hormel Foods Corporation is a corporation organized under the laws of the State of Delaware with its principle offices located at One Hormel Place, Austin, MN 55912. Hormel Foods Corporation is primarily engaged in the production of a variety of meat and food products and the marketing of those products throughout the United States.

During the last five years, neither Hormel Health Labs nor Hormel Foods Corporation has (a) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) been a party to a judicial or administrative proceeding (except for matters that were dismissed without sanction or settlement) that resulted in a judgment, decree or final order enjoining future violations of, prohibiting or mandating activities subject to, federal or state securities laws or finding any violations of any such laws.

The name, business address, present principal occupation or employment and citizenship of each director and executive officer of each of Hormel Health Labs or Hormel Foods Corporation are set forth in Annex A hereto and are incorporated herein by reference. During the last five years, none of the individuals identified on Annes A have (a) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) been a party to a judicial or administrative proceeding (except for matters that were dismissed without sanction or settlement) that resulted in a judgment, decree or final order enjoining future violations of, prohibiting or mandating activities subject to, federal or state securities laws or finding any violations of any such laws.

Item 3.   Source and Amount of Funds or Other Consideration.

Hormel Health Labs became the beneficial owner of 909,090 shares of common shares of PacificHealth on January 31, 2005 by subscribing for 90,909 Series A Convertible Preferred Stock for an aggregate purchase price of $1,000,000 pursuant to the Stock Purchase Agreement between Hormel Health Labs and PacificHealth dated January 28, 2005. Each share of Series A Convertible Preferred Stock is convertible at the holder’s option into ten shares of common stock of PacificHealth, subject to adjustment.

The funds used in the acquisition of Series A Convertible Preferred Stock came from Hormel Health Labs’ working capital.

Item 4.   Purpose of Transaction.

Hormel Health Labs purchased the securities covered by this statement in order to acquire an interest in PacificHealth for investment purposes. Hormel Health Labs intends to review continuously its position in PacificHealth. Depending on further evaluations of the business prospects of the Company and upon other developments, including, but not limited to, general economic and business conditions and stock market conditions, Hormel Health Labs may (i) convert all or a portion of the Series A Convertible Preferred Stock into shares of common stock, (ii) retain or dispose of all or a portion of the Series A Convertible Preferred Stock and/or common stock beneficially owned by it, subject to any applicable legal and contractual restrictions on its ability to do so in privately negotiated transactions, open market sales or otherwise, or (ii) acquire additional shares of PacificHealth’s capital stock or formulate other purposes, plans or proposals deemed advisable.

Pursuant to the terms of the Stock Purchase Agreement and subject to applicable laws and regulations, Hormel Health Labs has the right to designate one director for appointment to the Board of Directors of PacificHealth.

Except as set forth in this Item 4 (including the matters described in Item 6 which are incorporated in this Item 4 by reference), Hormel Health Labs has no present plans or proposals that relate to, or that would result in, any of the actions specified in clauses (a) through (j) of Schedule 13D of the Securities Exchange Act of 1934, as amended.

Item 5.   Interest in Securities of the Issuer.

As discussed in Item 4, Hormel Health Labs became the beneficial owner of 909,090 shares of common stock of PacificHealth on January 31, 2005 by subscribing for 90,909 shares of its Series A Convertible Preferred Stock pursuant to the Stock Purchase Agreement described in Item 6. Each share of the Series A Preferred Stock is convertible at any time into 10 shares of common stock of PacificHealth, subject to adjustment. Conversion may take place at Hormel Health Labs’s election by providing written notice to PacificHealth any time. Upon conversion at the current conversion rate, Hormel Health Labs would hold 8.2% of the outstanding shares of common stock of PacificHealth.

To the best of Hormel Health Labs’ knowledge, none of Hormel Foods Corporation or any individual listed on Annex A own any securities of PacificHealth nor have any such persons effected transactions in the class of securities reported during the past sixty (60) days. Other than as described herein, Hormel Health Labs has not effected transactions in the class of securities reported during the past sixty (60) days.

Item 6.    Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

On January 31, 2005, PacificHealth issued and sold 90,909 shares of its Series A Convertible Preferred Stock to Hormel Health Labs for an aggregate purchase price of $1,000,000, or $11.00 per share. Each share of the Series A Preferred Stock is convertible at any time into 10 shares of common stock of PacificHealth, subject to adjustment. Therefore, the Series A Preferred shares issued to Hormel Health Labs are currently convertible into an aggregate 909,090 shares of common stock of PacificHealth. Additional terms of the Series A Convertible Preferred Stock are described in the Form 8-K filed by PacificHealth on January 28, 2005.

In connection with the Stock Purchase Agreement, PacificHealth and Hormel Health Labs entered into an Investors’ Rights Agreement on the same date. Under the Investors Rights Agreement PacificHealth has agreed, upon request by the holders of the Series A Preferred Stock, and subject to customary terms and conditions, to file a registration statement with the SEC registering for resale the shares of common stock issuable upon conversion of the Series A Preferred Stock. Under this Agreement, PacificHealth has also agreed to include the common stock issuable upon conversion of the Series A Convertible Preferred Stock in any other registration statement PacificHealth may file with the SEC. The Investors’ Rights Agreement prohibits PacificHealth from granting registration rights superior to those under the Investors Rights Agreement.

Under the Investors’ Rights Agreement, the Series A Preferred holders are also granted a right to participate on a pro rata basis in future sales of equity securities (or securities exercisable for or convertible into equity securities).

As long as at least 50% of the original shares of Series A Convertible Preferred Stock remain outstanding, the holders have the right to designate an individual to be nominated to PacificHealth’s board, provided that such designee would be considered an independent director. Hormel has not yet determined whether it will exercise this right.

Also in connection with this transaction, PacificHealth, Hormel Health Labs and Dr. Robert Portman, PacificHealth’s Chairman and Chief Scientific Officer, entered into a Right of First Refusal and Co-Sale Agreement on January 28, 2005. Under this agreement, PacificHealth and Hormel Health Labs have the right of first refusal to purchase shares of PacificHealth common stock Dr. Portman wishes to sell, at the price and terms offered by a third party. In addition, if the right of first refusal is not exercised in connection with any sale by Dr. Portman, Hormel Health Labs will have the right to require a portion of its shares to be included with Dr. Portman’s sale to a third

party. Certain sales by Dr. Portman will be exempt from these restrictions, including public sales by Dr. Portman pursuant to Rule 144.

On January 28, 2005, PacificHealth entered into an Exclusive Custom Manufacturing Agreement (the “Manufacturing Agreement”) with an affiliate of Hormel Health Labs. The Manufacturing Agreement provides for the exclusive manufacturing and processor of PacificHealth’s powdered sports drinks at fixed prices. The initial term of the Manufacturing Agreement is one year.

Item 7.   Material to be Filed as Exhibits.

None.

SIGNATURE

        After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

        DATED as of February 8, 2005.

Annex A

Directors and Executive Officers of Hormel Foods Corporation and Hormel Health Labs, LLC.

The name, present principal occupation or employment and material occupations, positions, offices or employment for the past five years of each of the directors and executive officers of Hormel Foods Corporation and Hormel Health Labs, LLC are set forth below. Unless otherwise indicated, each person’s business address is One Hormel Place, Austin, MN 55912. Each such director and executive officer is a citizen of the United States.