SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                   FORM 8-K/A
                                 CURRENT REPORT

                         PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934




        Date of Report (Date of earliest event reported): March 29, 2002



                            Neose Technologies, Inc.

                 (Exact name of issuer as specified in charter)



          DELAWARE                      0-27718                13-3549286
-----------------------------        -------------          -----------------
(State or Other Jurisdiction          (Commission           (I.R.S. Employer
     of Incorporation or                 file                Identification
        Organization)                   number)                  Number)


                                102 Witmer Road,
                           Horsham, Pennsylvania 19044
                    (Address of principal executive offices)


                                 (215) 315-9000

              (Registrant's telephone number, including area code)







Item 5 - Other Events.


     This Current Report on Form 8-K/A amends the Registrant's Current Report on
Form 8-K and filed with the Securites and Exchange Commission on April 4, 2002
to correct errors in the exhibits attached hereto.


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

(c)      Exhibits



         Exhibit No.                Description
         -----------                ------------

                                 
         10.1                       Employment Agreement with C. Boyd Clarke dated March 29, 2002

         10.2                       Non-Qualified Stock Option Agreement with C. Boyd Clarke dated March 29, 2002

         10.3                       Separation and Consulting Agreement with Stephen A. Roth dated March 29, 2002





                                    Signatures


         Pursuant to the requirements of the Securities and Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned, hereunto duly authorized.


                                     NEOSE TECHNOLOGIES, INC.


Date: April 29, 2002                 By: /s/ C. Boyd Clarke
                                         -----------------------
                                          C. Boyd Clarke
                                          President and Chief Executive Officer





                                Index to Exhibits





         Exhibit No.                Description
         ----------                 ------------
                                 
         10.1                       Employment Agreement with C. Boyd Clarke dated March 29, 2002

         10.2                       Non-Qualified Stock Option Agreement with C. Boyd Clarke dated March 29, 2002

         10.3                       Separation and Consulting Agreement with Stephen A. Roth dated March 29, 2002