~~Table~~SECURITIES ofAND ~~Contents~~EXCHANGE COMMISSION

~~SECURITIES~~Washington, ~~AND EXCHANGE COMMISSION~~D.C. 20549

~~Washington,~~FORM ~~D.C. 20549~~ 8-K

~~FORM~~CURRENT ~~8-K~~ REPORT

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

~~Pursuant~~April 24, to2003 Date of ~~Section 13~~Report ~~or 15~~(d)Date of ~~the~~ earliest event reported)

~~Securities~~N2H2, ~~Exchange~~INC. (Exact Name ~~Act~~ of ~~1934~~Registrant as Specified in Charter)

September 9, 2002

Washington (State or Other Jurisdiction of Incorporation)	0-26825 (Commission File No.)	91-1686754 (IRS Employer Identification No.)

900 Fourth Avenue, Suite 3600, Seattle, WA		98164
(Address of Principal Executive Offices)		(Zip Code)

(206) 336-1501 (Registrant’s Telephone Number, Including Area Code)

None (Former Name or Former Address, if Changed Since Last Report)

DateItem of7. ReportFinancial (DateStatements, ofPro earliesteventForma reported)Financial Information and Exhibits.

N2H2,(c) INC. Exhibits

~~(Exact~~99.1 ~~Name~~Press ofRelease ~~Registrant~~dated April as24, ~~Specified in Charter)~~2003

Washington		0-26825		91-1686754
(State or Other Jurisdiction of Incorporation)		(Commission File No.)		(IRS Employer Identification No.)

Item 9. Regulation FD Disclosure and Disclosure Under Item 12

~~900~~The ~~Fourth~~following ~~Avenue~~information, ~~Suite~~which ~~3600,~~is ~~Seattle~~required to be furnished under Item 12, WA“Results ~~98164~~and ~~(Address~~Operations of ~~Principal~~Financial ~~Executive~~Condition,” ~~Offices)~~is being ~~(Zip~~furnished ~~Code)~~under Item 9, “Regulation FD Disclosure,” in accordance with Securities and Exchange Commission Release No. 33-8216.

~~(206) 336-1501~~On April 24, 2003, N2H2, Inc. issued a press release announcing its financial results for the quarter ended March 31, 2003. A copy of the press release is attached as Exhibit 99.1.

~~(Registrant’s Telephone Number, Including Area Code)~~2

~~None~~ SIGNATURE

~~(Former~~Pursuant ~~Name~~to orthe ~~Former~~requirements ~~Address~~of the Securities Exchange Act of 1934, ifthe ~~Changed~~registrant ~~Since~~has ~~Last~~duly ~~Report)~~caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

TABLE OF CONTENTS

	N2H2, INC.

Dated: April 24, 2003	By:	/s/ J. Paul Quinn
		J. Paul Quinn
		Vice President — Chief Financial Officer, Secretary and Treasurer

	Item 5. Other Events
	Item 7. Exhibits
SIGNATURE
EXHIBIT INDEX
EXHIBIT 99.1

~~Table~~EXHIBIT ~~of Contents~~INDEX

Item 5. Other Events

Exhibit Number		Description
99.1		Press release dated April 24, 2003

On September 9, 2002, N2H2, Inc., a Washington corporation, announced that it was restructuring its operations to reduce expenses and streamline its operations and development groups in light of the company’s new focus on software-only solutions. Eighteen positions were included in the restructuring, including N2H2’s Chief Operating Officer and Chief Marketing Officer. Marketing and operating activity will be consolidated under the leadership of the N2H2 executive team. 4

A copy of the press release issued by N2H2 on September 9, 2002 with respect to the restructuring is attached to this report as Exhibit 99.1 and is incorporated in this report by reference.

Item 7. Exhibits

99.1 Press release issued September 9, 2002.

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.

	N2H2, INC.
Dated: September 16, 2002	By:	/s/ J. Paul Quinn
		J. Paul Quinn Vice President, Chief Financial Officer, Secretary and Treasurer

EXHIBIT INDEX

Exhibit Number		Description
99.1		Press release issued September 9, 2002.

DateItem of7. ReportFinancial (DateStatements, ofPro earliesteventForma reported)Financial Information and Exhibits.

N2H2,(c) INC. Exhibits

Item 9. Regulation FD Disclosure and Disclosure Under Item 12

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