Item 5 -Other Events.

          On June 26, 2003, the Securities and Exchange Commission (the “Commission”) declared effective the Registration Statement on Form S-3 (File No. 333-106327) (the “Registration Statement”) of Neose Technologies, Inc. (the “Company”), which permits the Company to issue up to an aggregate of $75,000,000 of common stock. The prospectus dated June 26, 2003 included in the Registration Statement is referred to as the “Prospectus”.

          On May 18, 2004, the Company issued a press release announcing that it had entered into an agreement to sell on an agency basis up to 5,000,000 shares of the Company’s common stock at a price to the public of $6.77 per share (the “Shares”). J.P. Morgan Securities Inc. and UBS Securities LLC are acting as lead placement agent and co-placement agent, respectively, in connection with the offering of the Shares. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

          The Company filed with the Commission on May 18, 2004 the Prospectus, together with a supplement to the Prospectus, dated May 17, 2004, relating to the issuance and sale of the Shares. In connection with the filing of the Prospectus and Prospectus Supplement with the Commission and the offering of the Shares, the Company is filing the Placement Agent Agreement relating thereto and a legal opinion of Pepper Hamilton LLP relating to the Shares as part of this Current Report on Form 8-K as Exhibits 99.2 and 5.1, respectively.

Item 7 – Financial Statements, Pro Forma Financial Information and Exhibits.

          (a)     Financial Statements of Businesses Acquired: None

          (b)     Pro Forma Financial Information: None

          (c)     Exhibits: Reference is made to the Exhibit Index annexed hereto and made a part hereof.

-2-