SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                 ---------------

                                    FORM 10-Q
(Mark One)

| X |  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
       EXCHANGE ACT OF 1934

      For the quarterly period ended September 30, 1998.
                                     -------------------

                                       OR

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

      For the transition period from               to
                                     --------------   ---------------  

                         Commission file number: 0-27718
                                                 -------

                            NEOSE TECHNOLOGIES, INC.
             ------------------------------------------------------ 
             (Exact name of registrant as specified in its charter)


                Delaware                                          13-3549286
    -------------------------------                          -------------------
    (State or other jurisdiction of                           (I.R.S. Employer
     incorporation or organization)                          Identification No.)

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


                                 (215) 441-5890
              ----------------------------------------------------
              (Registrant's telephone number, including area code)


       Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

                                Yes [ X ]  No [ ]


       Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date: 9,572,250 shares of common
stock, $.01 par value, were outstanding as of October 30, 1998.


<PAGE>


                            NEOSE TECHNOLOGIES, INC.
                          (a development-stage company)

                                      INDEX
<TABLE>
<CAPTION>

                                                                                                 Page
                                                                                                 ----
<S>                                                                                              <C>
PART I.  FINANCIAL INFORMATION:

  Item 1.  Financial Statements

     Balance Sheets (unaudited) at December 31, 1997 and September 30, 1998..........................3

     Statements of Operations (unaudited) for the three and nine months ended
     September 30, 1997 and 1998, and for the period from inception through
     September 30, 1998..............................................................................4

     Statements of Cash Flows (unaudited) for the three and nine months ended
     September 30, 1997 and 1998, and for the period of inception through
     September 30, 1998..............................................................................5

     Notes to Unaudited Financial Statements.........................................................6


  Item 2.  Management's Discussion and Analysis of Financial Condition and
             Results of Operations...................................................................7


PART II. OTHER INFORMATION:

  Item 1.  Legal Proceedings........................................................................13

  Item 2.  Changes in Securities and Use of Proceeds................................................13

  Item 3.  Defaults Upon Senior Securities..........................................................13

  Item 4.  Submission of Matters to a Vote of Security Holders......................................13

  Item 5.  Other Information........................................................................13

  Item 6.  Exhibits and Reports on Form 8-K.........................................................13


SIGNATURES .........................................................................................14
</TABLE>


                                       2
<PAGE>


PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements

                            NEOSE TECHNOLOGIES, INC.
                          (a development-stage company)

                                 BALANCE SHEETS
                                   (unaudited)
                    (in thousands, except per share amounts)
<TABLE>
<CAPTION>

                                                         December 31, 1997      September 30, 1998
                                                         -----------------      ------------------
<S>                                                      <C>                    <C>
                           Assets  
Current assets:
  Cash and cash equivalents                                   $  17,098               $ 18,670
  Marketable securities                                          26,205                 15,649
  Restricted funds                                                  450                    464
  Prepaid expenses and other current assets                         514                    319
                                                              ---------               --------
      Total current assets                                       44,267                 35,102

Property and equipment, net                                      14,616                 14,255

Other assets                                                          3                     --
                                                              ---------               --------
Total assets                                                  $  58,886               $ 49,357
                                                              =========               ========


            Liabilities and Stockholders' Equity

Current liabilities:
  Current portion of long-term debt                           $   1,040               $    734
  Accounts payable                                                  347                    274
  Accrued expenses                                                1,628                  1,200
                                                              ---------               --------
    Total current liabilities                                     3,015                  2,208

Long-term debt                                                    8,917                  8,302
                                                              ---------               --------
    Total liabilities                                            11,932                 10,510
                                                              ---------               --------
Stockholders' equity:
   Preferred stock, $.01 par value, 5,000 shares
       authorized, none issued                                    --                        --
   Common stock, $.01 par value, 30,000 shares
      authorized; 9,525 and 9,572 shares issued and
      outstanding                                                    95                     96
   Additional paid-in capital                                    81,807                 82,256
   Deferred compensation                                           (361)                  (326)
   Deficit accumulated during the development-stage             (34,587)               (43,179)
                                                              ---------               --------
    Total stockholders' equity                                   46,954                 38,847
                                                              ---------               --------
Total liabilities and stockholders' equity                    $  58,886               $ 49,357
                                                              =========               ========
</TABLE>


   The accompanying notes are an integral part of these financial statements.


                                       3
<PAGE>


                            NEOSE TECHNOLOGIES, INC.
                          (a development-stage company)

                            STATEMENTS OF OPERATIONS
                                   (unaudited)
                    (in thousands, except per share amounts)



<TABLE>
<CAPTION>                                                                                                               
                                                                                                                  
                                                     Three months                  Nine months           Period from inception
                                                  ended September 30,          ended September 30,         (January 17, 1989)
                                               ------------------------      -------------------------       to September 30,
                                                1997              1998          1997           1998                1998
                                               -------          -------      ---------      ----------   ----------------------
<S>                                           <C>               <C>          <C>            <C>                  <C>
Revenue from collaborative agreements          $    84               --      $     709      $      265           $  6,220

Operating expenses:
   Research and development                      1,875            2,505          5,623           7,357             38,349
   General and administrative                    1,079              923          2,769           2,662             15,740
                                               -------          -------      ---------      ----------           --------
      Total operating expenses                   2,954            3,428          8,392          10,019             54,089
                                               -------          -------      ---------      ----------           --------
Operating loss                                  (2,870)          (3,428)        (7,683)         (9,754)           (47,869)

Interest income                                    848              486          2,020           1,579              6,788
Interest expense                                  (159)            (139)          (388)           (417)            (2,098)
                                               -------          -------      ---------      ----------           --------
Net loss                                       $(2,181)         $(3,081)     $  (6,051)     $   (8,592)          $(43,179)
                                               =======          =======      =========      ==========           ========

Basic and diluted net loss per share           $ (0.23)         $ (0.32)     $   (0.65)     $    (0.90)
                                               =======          =======      =========      ==========
Basic and diluted weighted-average
shares outstanding                               9,506            9,568          9,366           9,548
                                               =======          =======      =========      ==========
</TABLE>



The accompanying notes are an integral part of these financial statements.


                                       4
<PAGE>


                            NEOSE TECHNOLOGIES, INC.
                          (a development-stage company)

                            STATEMENTS OF CASH FLOWS
                                   (unaudited)
                                 (in thousands)


                                                               
                                                                   
<TABLE>
<CAPTION>
                                                                                                    Period from
                                                                     Nine months ended               inception
                                                                        September 30,           (September 17, 1989)
                                                                   -----------------------         to September 30,
                                                                     1997           1998                 1998
                                                                   -----------------------       -------------------

<S>                                                                <C>            <C>             <C>
Cash flows from operating activities:
   Net loss                                                        $ (6,051)      $ (8,592)            $(43,179)
   Adjustments to reconcile net loss to cash used in
      operating activities:
      Depreciation and amortization                                     630          1,203                4,259
      Common stock issued for noncash and other charges                  --             --                   35
      Changes in operating assets and liabilities:
         Restricted funds                                              (545)           (14)                (393)
         Prepaid expenses and other current assets                      (98)           195                 (319)
         Other assets                                                    12              3                   --
         Accounts payable                                               (23)           (73)                 274
         Accrued expenses                                               221           (428)                 518
         Deferred revenue                                               (42)            --                   --
         Other liabilities                                              (79)            --                   --
                                                                   --------       --------             --------
            Net cash used in operating activities                    (5,975)        (7,706)             (38,805)
                                                                   --------       --------             --------
Cash flows from investing activities:
   Purchases of property and equipment                              (10,488)          (647)             (16,410)
   Proceeds from sale-leaseback of equipment                             --             --                1,382
   Purchases of marketable securities                               (18,803)        (8,611)             (35,419)
   Proceeds from sales of marketable securities                          --         19,167               19,770
                                                                   --------       --------             --------
            Net cash provided by (used in) investing               
               activities                                           (29,291)         9,909              (30,677)
                                                                   --------       --------             --------
Cash flows from financing activities:
   Proceeds from issuance of debt                                     9,329             --               11,955
   Repayment of debt                                                   (552)          (921)              (4,216)
   Proceeds from issuance of preferred stock, net                        --             --               29,497
   Proceeds from issuance of common stock, net                          189            171                  705
   Proceeds from public offerings, net                               20,339             --               49,466
   Proceeds from exercise of stock options and warrants, net            106            119                  817
   Dividends paid                                                        --             --                  (72)
                                                                   --------       --------             --------
            Net cash provided by (used in) financing               
               activities                                            29,411           (631)              88,152
                                                                   --------       --------             --------
Net increase (decrease) in cash and cash equivalents                 (5,855)         1,572               18,670
Cash and cash equivalents, beginning of period                       32,845         17,098                   --
                                                                   ========       ========             ========
Cash and cash equivalents, end of period                           $ 26,990       $ 18,670             $ 18,670
                                                                   ========       ========             ========
Supplemental disclosure of cash flow information:
      Cash paid for interest                                       $    355       $    428             $  1,989
                                                                   ========       ========             ========
Noncash financing activities:
      Issuance of common stock for dividends                       $     --       $     --             $     90
                                                                   ========       ========             ========
      Issuance of common stock to employees in lieu of
        cash compensation                                          $     --       $     --             $     44
                                                                   ========       ========             ========
</TABLE>


The accompanying notes are an integral part of these financial statements.


                                       5
<PAGE>


                            NEOSE TECHNOLOGIES, INC.
                          (a development-stage company)

                          NOTES TO FINANCIAL STATEMENTS
                                   (unaudited)

1. Basis of Presentation

       The unaudited financial statements (i) as of September 30, 1998; (ii) for
the three and nine months ended September 30, 1997 and 1998; and (iii) for the
period from inception (January 17, 1989) to September 30, 1998, contained herein
have been prepared by Neose Technologies, Inc. ("Neose" or the "Company") in
accordance with generally accepted accounting principles for interim financial
information. They do not include all of the information and footnotes required
by generally accepted accounting principles for complete financial statements.
In management's opinion, the unaudited information includes all adjustments
(consisting of normal recurring adjustments) necessary for a fair presentation
of the financial position, results of operations and cash flows for the periods
presented. The results of operations for the interim periods shown in this
report are not necessarily indicative of results expected for the full year. The
financial statements should be read in conjunction with the financial statements
and notes included in the Company's Annual Report on Form 10-K for the year
ended December 31, 1997.

2. Agreement with Bristol-Myers Squibb

       In June 1998, the Company entered into an agreement with Bristol-Myers
Squibb ("BMS") to develop and manufacture complex carbohydrates for two
oncologic vaccines being developed by BMS. In addition, the agreement provides
for the payment of fees by BMS to Neose as the Company achieves certain
milestones under the agreement.

3. Net Loss Per Share

       The Company has adopted Statement of Financial Accounting Standards No.
128 ("SFAS 128"), "Earnings per Share," which supersedes APB Opinion No. 15
("APB No.15"), "Earnings per Share," and which is effective for all periods
ending after December 15, 1997. SFAS 128 requires dual presentation of basic and
diluted earnings per share ("EPS") for complex capital structures on the face of
the Statements of Operations. Basic EPS is computed by dividing net income by
the weighted-average number of common shares outstanding for the period. Diluted
EPS reflects the potential dilution from the exercise or conversion of
securities into common stock. For the three and nine months ended September 30,
1997 and 1998, the effect of the exercise of outstanding stock options and
warrants was excluded from the calculation of diluted EPS because its effect was
antidilutive.

4. Reclassifications

       Certain prior year amounts have been reclassified to conform with current
year presentation.


                                       6

<PAGE>


Item 2.  Management's Discussion and Analysis of Financial Condition and 
         Results of Operations

       The statements set forth below that are not historical facts or
statements of current condition are forward-looking statements. Such
forward-looking statements may be identified by, among other things, the use of
forward-looking terminology such as "expects," "continues," "may," "will," or
"anticipates," or the negative thereof or other variations thereon or comparable
terminology, or by discussions of strategy or intentions. These forward-looking
statements, such as statements regarding present or anticipated scientific
progress, development of potential pharmaceutical products, future revenues,
capital expenditures, research and development expenditures, future financings
and collaborations, management, manufacturing development and capabilities, and
other statements regarding matters that are not historical facts, involve
predictions. The Company's actual results, performance, or achievements could
differ materially from the results expressed in, or implied by, these
forward-looking statements. Potential risks and uncertainties that could affect
the Company's actual results, performance, or achievements include, but are not
limited to, the "Risk Factors" set forth in Item 1 of the Company's Annual
Report on Form 10-K for the year ended December 31, 1997 (the "Form 10-K"), and
general financial, economic, regulatory, and political conditions affecting the
biotechnology industry in general. Given these uncertainties, current or
prospective investors are cautioned not to place undue reliance on any such
forward-looking statements. Furthermore, the Company disclaims any obligation or
intent to update any such factors or forward-looking statements to reflect
future events or developments.

       The Management's Discussion and Analysis of Financial Condition and
Results of Operations for the three and nine months ended September 30, 1998,
and as of September 30, 1998, should be read in conjunction with the
Management's Discussion and Analysis of Financial Condition and Results of
Operations for the year ended December 31, 1997, included in the Company's Form
10-K and the Company's 1997 Annual Report.

Overview

       Neose, a development-stage company, commenced operations in 1990, and has
devoted substantially all of its resources to the development of its enzymatic
carbohydrate synthesis technology and to the discovery and development of
complex carbohydrates for a variety of applications, including nutritional
additives and pharmaceuticals.

       In December 1992, the Company entered into collaborative agreements with
Abbott Laboratories ("Abbott"), under which Abbott has licensed technology from
Neose for the development by Abbott of breast milk oligosaccharides as additives
to infant formula and other nutritional products. The Company has received
approximately $11.2 million in contract payments, license fees, milestone
payments, and equity investments in connection with its agreements with Abbott.
The Company has not generated any material revenues from operations, except for
revenues from collaborative agreements, including its agreements with Abbott.

       The Company has incurred losses since its inception and, as of September
30, 1998, had a deficit accumulated during the development stage of
approximately $43.2 million. The Company anticipates incurring additional losses
over at least the next several years. Such losses may fluctuate significantly

                                       7
<PAGE>

from quarter to quarter and are expected to increase as the Company expands its
research and development programs, and as the Company expands its manufacturing
capabilities. The Company anticipates that the only material sources of revenue
for the next several years will be payments under its collaborative agreements,
license fees, payments from future collaborative agreements, if any, and
interest income. Payments under collaborative agreements will be subject to
significant fluctuation in both timing and amount. Therefore, the Company's
results of operations for any period may not be comparable to the results of
operations for any other period.

Results of Operations

Revenues

       The Company recorded no revenues from collaborative agreements for the
three months ended September 30, 1998, compared to $84,000 for the corresponding
period in 1997. Revenues from collaborative agreements for the nine months ended
September 30, 1998 were $265,000, compared to $709,000 for the corresponding
period in 1997. The decreases were due to decreased non-recurring revenues
received during the 1998 periods.

Operating Expenses

       Research and development expenses for the three and nine months ended
September 30, 1998, were $2,505,000 and $7,357,000, respectively, compared to
$1,875,000 and $5,623,000, respectively, for the corresponding periods in 1997.
The increases were primarily attributable to increased (i) funding of academic,
preclinical, and clinical research; (ii) depreciation expense related to
significant property and improvements expenditures made during 1997; and (iii)
expenditures related to the Company's joint development agreement with McNeil
Specialty Products Company, a subsidiary of Johnson & Johnson ("J&J").

       General and administrative expenses for the three and nine months ended
September 30, 1998, were $923,000 and $2,662,000, respectively, compared to
$1,079,000 and $2,769,000, respectively, for the corresponding periods in 1997.
The decreases were primarily attributable to decreased patent and business
development expenses during the 1998 periods.

Interest Income and Expense

       Interest income for the three and nine months ended September 30, 1998,
was $486,000 and $1,579,000, respectively, compared to $848,000 and $2,020,000,
respectively, for the corresponding periods in 1997. The decreases were due to
lower average cash and marketable securities balances during the 1998 periods.

       Interest expense for the three and nine months ended September 30, 1998,
was $139,000 and $417,000, respectively, compared to $159,000 and $388,000,
respectively, for the corresponding periods in 1997. The differences in interest
expense for the 1998 periods from the 1997 periods were due to different average
loan balances outstanding during the 1998 periods.


                                       8
<PAGE>

Net Loss

       The Company incurred net losses of $3,081,000 and $8,592,000, or $0.32
and $0.90 per share, for the three and nine months ended September 30, 1998,
respectively, compared to $2,181,000 and $6,051,000, or $0.23 and $0.65 per
share, respectively, for the corresponding periods in 1997.

Liquidity and Capital Resources

       From inception through September 30, 1998, the Company incurred a
cumulative net loss of approximately $43.2 million, and financed its operations
through (i) public and private offerings of its securities, (ii) revenues from
its collaborative agreements, and (iii) the issuance of long-term debt. The
Company had $34.3 million in cash and marketable securities as of September 30,
1998, compared to $43.3 million as of December 31, 1997.

       The Company and Abbott have entered into collaborative agreements under
which Abbott has licensed technology from Neose to develop breast milk
oligosaccharides as additives to infant formula and other nutritional products.
Abbott has certain manufacturing rights, and development and regulatory
responsibilities for these nutritional additives.

       The Company's agreements with Abbott provide, in part, for the receipt by
the Company of a milestone payment and license fees, if commercialization
occurs. Under this arrangement, Neose has received to date approximately $11.2
million in contract payments, milestone payments, and equity investments from
Abbott. Also, Neose is to receive $5 million within 60 days of the first
commercial sale, if any, of infant formula containing nutritional additives
manufactured using the Company's technology. Abbott has agreed to pay Neose
ongoing fees based on the dry weight of infant formula sold containing
nutritional additives manufactured using the Company's technology. The Company
is required to credit $3.75 million of the license fees against the ongoing fees
in equal amounts over four years. In addition, Abbott has agreed to renegotiate
the fees due Neose on the sale of products covered by the technology licensed to
Abbott by Neose in any case where, aside from and in addition to such
technology, Neose has made a contribution in the methods, processes, or
compounds used in the manufacture of the product that both parties agree will
result in a substantial commercial advantage. There can be no assurance that
Abbott will use the Company's technology to commercialize any oligosaccharide.
Thus, there can be no assurance that the Company will ever receive any further
revenues from Abbott.

       Abbott has the option at any time prior to the first commercial sale, if
any, of infant formula containing an oligosaccharide manufactured using the
technology licensed from the Company, to elect to make the underlying license
agreement with the Company non-exclusive, in which event the license fees
payable to the Company after commercialization would be reduced by 50%, and
Abbott's obligations to make milestone payments would be terminated. Abbott also
has the right to terminate the underlying license agreement upon 60 days'
notice, in which event it would have no further funding obligations to the
Company. In addition, because Abbott has failed to make a certain regulatory
filing by a specified date, Neose, at its option, may now similarly elect to
convert the license of the Company's technology to a non-exclusive license to
Abbott on the same financial terms. Neose has not exercised that right, and


                                       9
<PAGE>

Neose and Abbott are currently engaged in discussions concerning possible
modifications of their agreements. Neose has been advised that Abbott is
continuing to use the Company's technology to pursue the development and
commercialization of infant formula containing an oligosaccharide. There can be
no assurance that Neose would be able to interest another party in a
non-exclusive license for these purposes in the event that either party elects
to convert to a non-exclusive license.

       Further revenues, if any, from the Company's agreements with Abbott will
depend on Abbott's own competitive, marketing, and strategic considerations,
including the relative advantages of alternative products being developed or
marketed by competitors. Furthermore, Abbott is responsible for developing any
oligosaccharides manufactured using the Company's technology, completing
manufacturing scale-up activities, and assuring that the compounds, when used as
nutritional additives, comply with applicable regulatory requirements, which
requirements have not yet been satisfied by Abbott. The amount and timing of
resources Abbott commits to these activities are entirely within Abbott's
control. There can be no assurance that Abbott will use the Company's technology
to pursue the development and commercialization of any products. No assurance
can be given that the agreements will result in the successful commercialization
of any oligosaccharides manufactured using the Company's technology, or that any
future milestone payments or fees will be received by the Company. The
suspension or termination of the Company's agreement with Abbott, the conversion
by Abbott to a non-exclusive license of the Company's technology, or a delay by
Abbott in the development or commercialization of any nutritional additives
manufactured using the Company's technology may have a material adverse effect
on the Company's business, financial condition, and results of operations.

       In June 1998, the Company entered into an agreement with Bristol-Myers
Squibb ("BMS") to develop and manufacture complex carbohydrates for two
oncologic vaccines being developed by BMS. In addition, the agreement provides
for the payment of fees by BMS to Neose as the Company achieves certain
milestones under the agreement. BMS may terminate the agreement upon 90 days'
notice.

       In November 1997, the Company entered into a joint development agreement
with J&J for the joint development of novel technology for the large-scale
production of a class of carbohydrates for a number of consumer health and other
applications. Under the terms of the agreement, the costs of such joint
development will be borne equally by Neose and J&J, and the technology developed
will be owned jointly. Either party may terminate the agreement on 30 days'
notice. If the technology development is successful, agreements will need to be
reached between Neose and J&J concerning the future structure and financing of a
large-scale manufacturing facility, product development, marketing, and sales.

       In connection with the purchase of its facility and the expansion of its
GMP manufacturing capabilities, in March 1997, the Company issued, through the
Montgomery County (Pennsylvania) Industrial Development Authority, $9.4 million
of taxable and tax-exempt bonds. The bonds are supported by a AA-rated letter of
credit, and a reimbursement agreement between the Company's bank and the letter
of credit issuer. The interest rate on the bonds will vary weekly, depending on
market rates for AA-rated taxable and tax-exempt obligations. As of September


                                       10
<PAGE>

30, 1998, the effective, blended interest rate was 7% per annum, including
letter-of-credit and other fees. To provide credit support for this arrangement,
the Company has given a first mortgage on the land, building, improvements, and
certain machinery and equipment to its bank. In addition, the Company has agreed
to certain covenants for the maintenance of minimum cash and short-term
investment balances, and for minimum working capital requirements, and is
required to post cash collateral if it does not meet certain of such covenants.

       During the nine months ended September 30, 1998, the Company purchased
approximately $647,000 of property, equipment, and building improvements.

       The Company has incurred negative cash flows from operations since its
inception, and has expended, and expects to continue to expend in the future,
substantial funds to continue its research and development programs. The Company
expects that its existing capital resources will be adequate to fund its capital
requirements through 1999. No assurance can be given that there will be no
change that would consume available resources significantly before such time.
The Company's future capital requirements and the adequacy of available funds
will depend on many factors, including progress in its research and development
activities, including its pharmaceutical discovery and development programs, the
magnitude and scope of these activities, progress with preclinical studies and
clinical trials, the costs involved in preparing, filing, prosecuting,
maintaining, and enforcing patent claims and other intellectual property rights,
competing technological and market developments, changes in existing
collaborative relationships, the ability of the Company to establish additional
collaborative arrangements, the cost of manufacturing scale-up, the development
of effective marketing activities and arrangements, and acquiring technology
rights.

       To the extent that funds generated from the Company's operations,
together with its existing capital resources, are insufficient to meet current
or planned operating requirements, it is likely that the Company will seek to
obtain additional funds through equity or debt financings, collaborative or
other arrangements with collaborators and others, and from other sources. The
terms and prices of any such financings may be significantly more favorable than
those obtained by present stockholders of the Company, which could have the
effect of diluting or adversely affecting the holdings or the rights of existing
stockholders of the Company. There can be no assurance that additional financing
will be available when needed or on terms acceptable to the Company.

       If adequate additional funds are not available for these purposes or
otherwise, the Company's business, financial condition, and results of
operations will be materially and adversely affected. In such circumstances, the
Company may be required to delay, scale back, or eliminate certain of its
research and product development activities or certain other aspects of its
business or attempt to obtain funds through collaborative arrangements that may
require the Company to relinquish some or all of its rights to certain of its
intellectual property, product candidates, or products.

         The Year 2000 issue is the result of computer programs being written
using two digits rather than four digits to define the applicable year. In other
words, date-sensitive software may recognize a date using "00" as the year 1900
rather than the year 2000. This could result in system failures or
miscalculations causing disruptions of operations, including an inability to
process transactions and information, operate certain laboratory and

                                       11
<PAGE>

manufacturing equipment, order raw materials, or engage in similar normal
business activities.

       The Company does not believe that it has material exposure to the Year
2000 issue with respect to its own information systems since the Company has
reviewed its existing systems and they either correctly define the Year 2000 or
are expected to be replaced before Year 2000 issues will arise. Non-information
technology systems that utilize embedded technology, such as laboratory and
manufacturing equipment, may also face Year 2000 issues. However, the Company
believes that it does not have significant Year 2000 issues related to
non-information technology systems since the Company has reviewed its existing
systems and they either correctly define the Year 2000 or are expected to be
replaced before Year 2000 issues will arise. The Company is conducting an
analysis to determine the extent to which its major vendors' systems (insofar as
they relate to the Company's business) are subject to the Year 2000 issue. This
review is expected to be completed by March 31, 1999.

       Historical costs directly related to Year 2000 issue evaluation,
remediation, and validation at the Company have been immaterial as the Company's
systems have been on a normal replacement schedule with only immaterial
opportunity costs of Company personnel to ensure new systems and third parties
are Year 2000 compliant. The Company estimates that the future expenses and
capital expenditures necessary to complete its Year 2000 evaluation,
remediation, and validation of all systems will not exceed $100,000.

       The Company is currently assessing the extent to which it would be
vulnerable to its vendors' failure to remediate any Year 2000 issues on a timely
basis. The failure of a major vendor subject to the Year 2000 issue to convert
its systems on a timely basis could have a material adverse effect on the
Company. To date, the Company has not made any contingency plans to address
third-party Year 2000 risks. The Company plans to formulate contingency plans to
the extent necessary during 1999. The Company has not deferred any systems
projects as a result of its efforts to evaluate, remediate, and validate the
Company's systems for the Year 2000 issue.




                                       12
<PAGE>


PART  II.      OTHER INFORMATION

Item 1.        Legal Proceedings. None.


Item 2.        Changes in Securities and Use of Proceeds. None.


Item 3.        Defaults Upon Senior Securities.  None.


Item 4.        Submission of Matters to a Vote of Security Holders. None.


Item 5.        Other Information.  None.


Item 6.        Exhibits and Reports on Form 8-K.

               (a) List of Exhibits:

                   27 Financial Data Schedule

               (b) Reports on Form 8-K.  None.






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<PAGE>


                                   SIGNATURES


       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 thereunto duly authorized.




                                       NEOSE TECHNOLOGIES, INC.



Date:  November 13, 1998               By: /s/ P. Sherrill Neff        
                                           ------------------------------------
                                           P. Sherrill Neff
                                           President and Chief Financial Officer







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