# UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

# AMENDMENT NO. 1
TO
FORM 10-K

(Mark One)
[ X ]    ANNUAL  REPORT  PURSUANT TO SECTION 13 OR
15(d)     OF     THE      SECURITIES      EXCHANGE      ACT     OF      1934
            for  the
fiscal year ended September 30, 2002.
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 000-23357BIOANALYTICAL SYSTEMS, INC.
(Exact name of the registrant as specified in its charter)

|INDIANA                                                        | 35-1345024                          
|-------------------------------------------------------------- | ------------------------------------
|(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.)
|2701 KENT AVENUEWEST LAFAYETTE, INDIANA                        | 47906                               
|(Address of principle executive offices)                       | (Zip Code)                          
|(765) 463-4527                                                
|(Registrant's telephone number, including area code)          

Securities     registered     pursuant     to     Section     12(b)    of    the
Act:   None

Securities     registered     pursuant     to     section     12(g)    of    the
Act:   Common Shares

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 by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form
10-K.   X

Indicate  by check mark  whether  the  registrant  is an  accelerated  filer (as
defined              in              Rule              12b-2).   
YES      
 NO  X

Based on the closing price on the NASDAQ stock market on December 31, 2002,  the
aggregate  market  value of the  voting and  non-voting  common  equity  held by
non-affiliates  of the  registrant  is  $12,530,823.  As of December  31,  2002,
4,590,045 shares of registrants common shares were outstanding.  No shares
of  registrants  Preferred  Stock  were  outstanding  as of  December  31,
2002.

Portions of the following  documents  have been  incorporated  by reference into
this report:

| | Registrant's Document                                                          | Parts Into Which Incorporated
| | ------------------------------------------------------------------------------ | -----------------------------
| | Annual Report to security
holders for the fiscal year
ended September 30, 2002 | Parts I, II and IV           
| | Proxy Statement                                                                | Part III                     

The purpose of this amendment is to include Exhibit 10.21 and to correct certain
typographical  errors  and  minor  inaccuracies  in Items 1, 2, 7, 8, and 10 and
Exhibit 13, and those Items and Exhibit 13 are replaced in their  entirety  with
the following:

## Item 1.   Business

## General

The Company provides  contract  development  services and research  equipment to
many of the leading  global  pharmaceutical,  medical  device and  biotechnology
companies.  It has played a significant  role in  understanding  the  underlying
causes of central nervous system  disorders,  diabetes,  osteoporosis  and other
diseases  since  its  start in 1975,  when it was  formed  as a  corporation  in
Indiana.

The Company offers an efficient,  variable cost alternative to its clients
internal product development  programs.  Outsourcing  development work to reduce
overhead  and speed  drug  approvals  through  the Food and Drug  Administration
(FDA)  is a growing  trend  among  pharmaceutical  developers.  As a
result, the Company now derives its revenues from sales of its research services
and drug development  tools, both focused on determining the safety and efficacy
of drugs developed by its clients.

The Company supports the preclinical (pharmacokinetics,  toxicology,  pathology)
and clinical development  (formulations,  bioanalysis for clinical trials) needs
of researchers  and clinicians for small molecules  through large  biomolecules.
The Company  believes its  scientists  have the skills  necessary in  analytical
instrumentation   development,   chemistry,   computer   software   development,
physiology and  toxicology,  and the global  presence,  to make the services and
products it provides  increasingly  valuable  to the  worldwide  pharmaceutical,
medical device and biotechnology industries.

Scientists  engaged  in drug  metabolism  studies,  pharmacokinetics  and  basic
neuroscience  research at drug  development  organizations,  many of the largest
global  pharmaceutical  companies,  are the  Companys  principal  clients.

## Acquisitions

PharmaKinetics Laboratories, Inc.

On June 20, 2002, the Company, PI Acquisition Corp., a Maryland  corporation and
a  wholly  owned  subsidiary  of  the  Company  (Acquisition),   and
PharmaKinetics  Laboratories,  Inc., a Maryland  corporation  (PKLB)
entered into an Agreement and Plan of Merger (the Merger  Agreement)
which provides for,  subject to the terms and conditions set forth therein,  the
Merger of PKLB and Acquisition (the Merger).

On July 24, 2002, the Company, Acquisition and PKLB executed an amendment to the
Merger  Agreement.  The  amendment  revised the  exchange  terms for the Class A
Preferred  shares  of PKLB to a set  amount  of $6.00  per  share  for  clarity,
provided  for the  conversion  of an  outstanding  warrant to a warrant  for the
purchase of common shares of the Company which had not been addressed, and added
as a  condition  to the  Merger  that  shareholders  holding  10% or more of the
outstanding PKLB common shares not exercise  dissenters  appraisal rights.

Between  June and August 2002,  the Company  loaned PKLB a total of $350,000 for
working  capital  purposes.  On  November  14,  2002,  PKLB  executed  a Secured
Convertible  Revolving Note in the principal amount of up to $925,000 payable to
the Company to replace the  existing  notes  payable to the Company and to allow
PKLB to borrow  additional  amounts to cover short-term  operating  requirements
(the  Note).  The Note  issued  to the  Company  carries  an  annual
interest rate of 8%, and all  principal and accrued  interest is due and payable
on May 1, 2003. The outstanding  principal  amount of the Note is convertible by
the Company at any time into PKLB common  stock at a price of $0.1585 per common
share,  which price represents the average of the closing prices for PKLBs
common  shares as  reported  by Nasdaq for the twenty  (20)  trading  days ended
November 8, 2002.  The Note to the Company is secured by a security  interest in
favor  of the  Company  in all of the  assets  of PKLB  pursuant  to a  Security
Agreement  between  PKLB,  as debtor,  and the  Company as secured  party.  PKLB
Limited Partnership,  a subsidiary of PKLB, guaranteed the repayment of the Note
to the Company,  pursuant to the terms of an Unconditional  Guaranty dated as of
November 15,  2002,  and pledged the real  property  located at 302 West Fayette
Street, Baltimore, Maryland to the Company as security for its guaranty pursuant
to the terms of an Indemnity Deed of Trust.

Page 2

On November  21,  2002,  the  Company,  Acquisition  and PKLB  executed a second
amendment  to the Merger  Agreement.  The second  amendment  revised  the Merger
Agreement  to provide  that all PKLB common  shares held by the Company  will be
canceled  automatically  as of the  effective  time of the  Merger.  The  second
amendment  further amended the Merger Agreement to provide that the Company will
have the right to terminate the Merger Agreement in the event that any holder of
PKLBs  Class A Preferred shares  exercises its conversion  rights prior to
the effective  time of the Merger.  The second  amendment also extended the date
upon which the parties will have the right to terminate the Merger  Agreement if
the Merger has not been  consummated  from  December 31, 2002 to March 31, 2003.
Finally, the second amendment modified the merger  consideration  payable to the
holders of Class A Preferred  shares by reducing the principal  amount of the 6%
Subordinated Convertible Note due 2008 from $6.00 per Class A Preferred share to
$4.80 per share and modified the form of the 6%  Subordinated  Convertible  Note
due  2008  to  insert   certain   subordination   provisions   required  by  the
Companys lender.

The board of directors of PKLB has  unanimously  approved the Merger  Agreement.
Each holder of PKLB common  shares  (other than the Company) will be entitled to
receive  one-twelfth (1/12) of one common share of the Company for each of their
PKLB  common  shares.  Each  holder of PKLB  Class A  Preferred  shares  will be
entitled to receive a 6%  Subordinated  Convertible  Note due 2009 issued by the
Company with a principal  amount equal to $4.80 per Class A Preferred share. The
notes are  convertible  into common  shares of the Company at any time after one
year after the date of issuance at a price of $16.00 per share.  The sole holder
of PKLB Class B Preferred shares will be entitled to receive  one-twelfth (1/12)
of one common  share of the Company  for each PKLB  common  share into which its
Class B  Preferred  shares  are  convertible.  Each Class B  Preferred  share is
convertible  into 1.00062 PKLB common shares.  In addition,  the warrant held by
the holder of the Class B  Preferred  shares to  purchase  100,000  PKLB  common
shares at a price of $6.00 per share will be exchanged for a warrant to purchase
8,333 BAS common shares at a price of $72.00 per share. As of the effective time
of the Merger, all PKLB common shares held by the Company will be cancelled. The
transaction  is subject to approval by the  Companys  board and  customary
closing conditions,  including registration of the Companys  securities to
be issued in the Merger and the approval of PKLBs shareholders. The Merger
is currently expected to close prior to March 31, 2003.

Holders of more than 85% of the Class A  Preferred  shares  have  agreed to vote
those  shares in favor of the  approval of the Merger and the Merger  Agreement.
The sole holder of the Class B Preferred  shares has advised the Company that it
intends to vote its shares in favor of the approval of the Merger and the Merger
Agreement.  Prior to the record date of the special meeting of the  shareholders
of PKLB, the Company intends to convert the  outstanding  balance under the Note
into  common  shares of PKLB.  Assuming  that the entire  balance of $925,000 is
outstanding as of the record date (without  accounting for any interest that may
also be outstanding),  BAS will own 5,835,962 common shares of PKLB. The Company
intends to vote all of these  shares in favor of  approval of the Merger and the
Merger  Agreement.  The votes  described in this  paragraph  are  sufficient  to
approve the Merger and the Merger Agreement under Maryland law.

LC Resources, Inc.

On December 13, 2002, the Company acquired LC Resources, Inc.  (LCR)
through the purchase by the Company of all of the outstanding  shares of LCR for
$2.5 million, subject to adjustment as described below. The Company paid cash of
$125,000 at closing. In addition,  the Company also delivered  $2,250,000 of the
purchase  price at the  closing  in the form of  promissory  notes  maturing  on
October 1, 2007 and bearing  interest at a rate of 10% per annum. The holders of
the notes will have the option to require  the Company to repay up to 20% of the
outstanding  principal balance of the notes on each October 1 prior to maturity,
commencing  October 1, 2003. The amount of the purchase price may be adjusted as
a result of certain  changes in the net tangible assets of LCR as of the closing
date.  The Company has 90 days from the closing date to determine  the amount of
the adjustment.  Finally,  the Company will pay an additional $125,000 either in
cash or by  increasing  the  principal  amount of the  promissory  notes,  to be
determined by the mutual  agreement of the parties when the net tangible  assets
of LCR are determined.

Certain  assets  comprising  separate  lines of  business of LCR were sold to an
unrelated third party prior to the closing of the purchase by the Company of the
outstanding shares of LCR, and the proceeds of that sale were distributed to the
LCR shareholders.

Page 3

## Changing Nature of the Pharmaceutical Industry

The Company provides research services and products globally. The Companys
services and products are marketed to pharmaceutical, medical device and biotech
companies engaged in drug development.  The research services industry is highly
fragmented  among  hundreds  of  niche  vendors  and a small  number  of  larger
companies;  the  latter  offer  an  ever-growing  portfolio  of  cradle-to-grave
pharmaceutical  development  services.  The  Companys  products  are  also
marketed to academic and government  institutions.  The Companys  services
and products may have distinctly  different  customers (often separate divisions
in a single large pharmaceutical company) and requirements. It believes that all
clients are facing increased  pressure to outsource facets of their research and
development  activities  and that the  following  factors will  increase  client
outsourcing:

Accelerated Drug Development
End users continue to demand faster, more efficient,  more selective development
of a larger pool of drug  candidates.  Clients demand fast, high quality service
in order to make  immediate,  well  informed  decisions to quickly  exclude poor
candidates  and speed  development  of successful  ones. The need for additional
development  capacity to exploit  more  opportunities,  accelerate  development,
extend  market  exclusivity  and  increase  profitability  drives the demand for
outsourced services.

Cost      Containment
Pharmaceutical  companies  continue  to push for more  efficient  operations  to
optimize  profitability  as  development  costs  escalate,  generic  competition
challenges  previously  secure  profit  generators,  and  political  and  social
pressures mount to reduce health care costs.

Patent     Expiration
As exclusivity ends with patent expiry,  drug companies defend their proprietary
positions against generic  competition with various patent extension  strategies
(reformulation, drug combinations, chiral forms). Both the parent creating these
line extensions and the generic competitors will outsource development.

Alliances
Strategic  alliances allow  pharmaceutical  companies to share research know-how
and to develop and market new drugs faster in more diverse,  global markets. The
Company believes that alliances will lead to a greater number of potential drugs
in  testing,  many  under  study  by small  companies  lacking  broad  technical
resources. Those small companies add shareholder value by further developing new
products through outsourcing, reducing risk for potential allies.

Mergers and Acquisitions
Consolidation  in the  pharmaceutical  industry is  commonplace.  As firms blend
personnel,  resources and business  activities,  the Company  believes they will
continue to streamline  operations,  minimizing staffing which will lead to more
outsourcing.  This may  result in  short-term  disruption  in  placement  of, or
progress on, drug development  programs as merging  companies  rationalize their
respective pipelines.

Biotechnology Industry and Virtual Drug Company Growth
The biotech industry continues to grow and has introduced many new developmental
drugs.  Developers  do not  have  in-house  resources  to  conduct  development.
Strategically,  many new companies choose only to develop a product sufficiently
to attract a partner  who will  manufacture  and market the drug.  Many of these
virtual development companies will outsource drug development.

Unique Technical Expertise
The increasing  complexity of new drugs requires highly specialized  quality and
innovative,  solution-driven  research not  available  in all client  labs.  The
Company believes that this need for unique technical expertise will increasingly
lead to outsourcing of research activity.

Data Management Expertise
The FDA is requiring more regulatory data and greater access to that data and is
encouraging use of computer-assisted  filings in an effort to expedite approval.
The Company is able to provide  clients with remote  access to Company  computer
systems while at the same time protecting client data from unauthorized  access.
The Company has also developed  proprietary validated online data entry software
enabling direct publication of data in unique client formats.

Page 4

Globalization of the Marketplace
Foreign firms are relying on independent  development  companies with experience
in the  United  States to  provide  integrated  services  through  all phases of
product  development and to assist in preparing complex regulatory  submissions.
Domestic drug firms are  broadening  product  availability  globally,  demanding
local regulatory approval.  The Company believes that domestic service providers
with  global  reach,  established  regulatory  expertise,  and a broad  range of
integrated  development services will benefit from this trend. The Company has a
significant  European  presence  and  domestic  skills  in  foreign  operations.

## The Companys Role in the Drug Development Process

After a new drug candidate is created and carried through preliminary screening,
the development process for new drugs has three distinct phases.

1)   The  preclinical  phase includes safety
testing to prepare an Investigational New Drug  (IND)  exemption for
submission to the FDA (Food and Drug  Administration).  The IND must be accepted
by the FDA  before the drug can be tested in  humans.  Once a  pharmacologically
active  molecule is fully analyzed to confirm its integrity,  the initial dosage
form for clinical trials is created. An analytical chemistry method is developed
to  enable  reliable  quantification.  Stability  of  the  formulation  is  also
determined.

Clients work with the  Companys  preclinical  services  group to establish
pharmacokinetics  and safety testing of the new drug. These safety studies range
from acute safety monitoring on drugs and medical devices to chronic, multi-year
oncogenicity studies.  Bioanalyses of blood sampled under these protocols by the
Companys bioanalytical services group provide kinetic, metabolism and dose
ranging data. Upon successful  completion of preclinical safety studies,  an IND
submission  is  prepared  and  provided  to the FDA for  review  prior  to human
clinical trials.

Many  of the  Companys  products  are  designed  for  use  in  preclinical
development.  The Culex® ABS, a robotic automated blood sampler,
enables  researchers to develop  pharmacokinetic  profiles of drugs during early
screening in rodents quickly and cost  effectively.  Several  variations of this
technology  are in  development.  Clients and the  Companys  bioanalytical
services  group  used the  Companys  electrochemistry  and  chromatography
products  to  develop a single,  quick,  proprietary  method to screen  drugs in
biological samples.

2)   The   second  clinical   phase  further
explores  the safety and  efficacy  of the  substance  in  humans.  The  sponsor
conducts  Phase  I  human  clinical  trials  in  a  limited  number  of  healthy
individuals to determine safety and tolerability. Bioanalytical assays determine
the   availability   and   metabolism   of  the  active   ingredient   following
administration.  Expertise in method  development  and  validation is essential,
particularly for new chemical entities.

More exhaustive  safety,  tolerability and dosing regimens have been established
in sick humans in Phase II trials.  Phase III clinical  trials are  conducted to
verify efficacy and safety.  After  successful  completion of Phase III clinical
trials,   the  sponsor  of  the  new  drug   submits  a  New  Drug   Application
(NDA)  or Product License Application  (PLA)  to the FDA
requesting  that the  product be approved  for  marketing.  Early  manufacturing
demonstrates  production of the substance in accordance with the FDAs Good
Manufacturing  Practices guidelines.  Data from these activities are compiled in
an  NDA,  or  for  biotechnology  products  a PLA,  for  submission  to the  FDA
requesting   approval  to  market  the  drug  or  product.   The  Companys
bioanalytical  work per patient  grows  rapidly  from Phase I through  III.  The
number of samples per patient  declines as the number of patients grows in later
studies.  Phase II and III studies take several  years,  practicing  well-proven
analytical protocols.  It is unusual for a sponsor to change laboratories unless
there are problems in the quality or timely delivery of results.

3)   Post-approval, the third phase, follows
FDA  approval  of  the  NDA or  PLA.  This  includes  production  and  continued
analytical  and clinical  monitoring of the drug. The  post-approval  phase also
involves the development and regulatory  approval of product  modifications  and
line extensions,  including improved dosage forms.  Following approval, the drug
manufacturer must comply with quality assurance and quality control requirements
throughout  production and must continue analytical and stability studies of the
drug during  commercial  production in order to continue to validate  production
processes and confirm product shelf life.  Samples from each manufactured  batch
must be tested prior to release of the batch for distribution to the public. The
Company  also  provides  services in all areas during the  post-approval  phase,
concentrating on bio-equivalence  studies of new formulations,  line extensions,
new disease indications and drug interaction studies.

Page 5

The  Companys  ability to solve client  problems  combining  its knowledge
base, services and products has been a factor in the Companys selection by
major pharmaceutical  companies to assist in several preclinical and Phase I, II
and III clinical trials, as well as in the post-approval phase.

## Company Services and Products

Overview
The Company operates in two principal  segments   analytical  services and
analytical products, both of which are aimed at addressing the bioanalytical and
preclinical  research needs of drug  developers.  Both segments arose out of the
Companys  expertise  in a  number  of  core  technologies,  out  of  which
state-of-the-art  equipment and procedures  designed to quantify trace chemicals
in complex  materials were  developed.  The Company  evaluates  performance  and
allocates resources based on these segments.

The Pharmaceutical  Research and Manufacturing  Association  (PhRMA)
states that  pharmaceutical  and  biotechnology  companies  spent $30.3  billion
worldwide on research and development in 2001. Analysts estimate that outsourced
research and development services will grow from $5 billion in 2000 to more than
$9 billion by 2004. The Company  believes this growing trend toward  outsourcing
will continue.

Services
The   Companys   analytical   services   unit   provides   screening   and
pharmacological testing,  preclinical/safety  testing,  formulation development,
regulatory   compliance  and  quality   control   testing.   Revenues  from  the
Companys  services  unit  were  $16,140,000  for  fiscal  year  2002.  For
additional financial information regarding the services unit, please see Note 10
in the Notes to Consolidated Financial Statements included in the Companys
Annual  Report which is  incorporated  herein by  reference.  The following is a
description of the services provided by the Companys  analytical  services
unit:

| |  | Method Development and Validation:   The Company develops
analytical  methods  to  demonstrate  potency,  purity,  stability  or  physical
attributes.  Methods are  validated to ensure that data  generated are accurate,
precise, reproducible and reliable and are used consistently throughout the drug
development process and in later product support.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | Product  Characterization:   The Company identifies the
chemical   composition,   structure  and  physical  properties  of  a  compound.
Characterization data is a significant portion of a regulatory application.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | Stability  Testing:   The  Company  tests  stability  and
maintains secure storage  facilities  necessary to establish and confirm product
purity,  potency and shelf life.  The Company has  multiple  ICH  (International
Conference on Harmonization)  validated  controlled  climate Good  Manufacturing
Practices systems.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | Bioanalytical  Testing:   The Company analyzes biological
samples to measure  drug and  metabolite  concentrations  in complex  biological
matrixes.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------

| |  | Preclinical and Pathology Services:   The Company provides
pharmacokinetic and safety testing in studies ranging from acute safety
monitoring of drugs and medical devices to chronic, multi-year oncogenicity
studies. Depending on protocol, multiple tissues may be collected to monitor
pathological changes.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | In Vivo Sampling:   The  Company develops and sells
miniaturized  in  vivo  sampling   products  and  services  for  the  continuous
monitoring of chemical changes in life.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Products
The  Company  also  competes  in niches  of the $20  billion  (2001)  analytical
instrument  industry.  It leverages its talented  personnel in these  instrument
businesses  to provide  solutions to highly  challenging  problems.  The Company
designs,  develops,  manufactures  and markets  state-of-the-art  robotic  blood
sampling  and in vivomicrodialysis  collection  systems and  physiology
monitoring tools.  Complementing these, the Companys liquid chromatography
and  electrochemistry  instrument  platform,  epsilon,  is  used to
separate and quantify  drugs,  xenobiotics,  metabolites  and other chemicals in
blood,  cerebrospinal  fluid and other biological media. These tools are used to
track  complex  chemical,  physiological  and  behavioral  effects in humans and
laboratory  animal  models.  The Company is focusing  its  products  business on
expediting  preclinical  screening  of  developmental  drugs.  Revenues  for the
Companys  products  unit  were  $10,373,000  for  fiscal  year  2002.  For
additional financial information regarding the products unit, please see note 10
in the Notes to Consolidated Financial Statements included in the Companys
Annual  Report which is  incorporated  herein by  reference.  The following is a
description of the products offered by the Company:

Page 6

| |  | The Culex® ABS robotic automated rodent blood sampling
system is used by pharmaceutical researchers to monitor drug concentrations as a
function of time (pharmacokinetics). Compared to current manual methods, the
Culex offers greater than 80% reduction in test model use and comparable
reduction in labor, coupled with computer-controlled blood sampling protocol,
providing exceptional cost savings, significant reduction in model stress and
more expeditious data delivery.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | Bioanalytical separation instrumentation (liquid chromatography) used in
connection with Windows® software, detect and quantify low
concentrations of substances in biological fluids and tissues.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | A wide range of chemical analyzers monitor trace levels of organic
chemicals such as neurotransmitters in biological samples using core
electrochemistry, liquid chromatography and enzymology technologies.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | Diagnostic kits and methods are designed to add value to the
Companys instrumentation and enable clinical laboratories and
pharmaceutical researchers to determine the presence of multiple drugs in blood
plasma and to measure neurotransmitters and their metabolites in plasma and
urine.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | A line of miniaturized in vivo sampling devices sold to drug
developers and medical research centers, assist in the study of a number of
medical conditions including stroke, depression, Alzheimers and
Parkinsons diseases, diabetes and osteoporosis.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

## Clients

Over the past five years, the Company has regularly provided its services and/or
products to most of the top 25 pharmaceutical  companies in the world, as ranked
by 2001 research and development spending.  The Company has been recognized as a
preferred vendor, or a tactical partner, to four of these firms. Since 2000, the
Company has been concentrating its business  development effort on the next tier
of smaller drug  development  companies.  The Company believes that companies of
this size are less likely to have resources comparable to the Companys and
will  consequently  be more  inclined  to  establish  a  consistent,  long-term,
strategic  relationship  with the  Company.  The Company  also  recognizes  that
increasing  its  dependence  on a larger  pool of  smaller  companies  demands a
broader,  more active and more fragmented  business  development effort, and the
Company has adapted accordingly.

Approximately  24% of the  Companys  products  and  services  revenues are
generated from customers outside the United States.  During 2002, 2001 and 2000,
Pfizer accounted for approximately 19.0%, 18.9% and 21.0%, respectively,  of the
Companys  total  revenue  and  15.7%  and  23.6% of total  trade  accounts
receivable at September 30, 2002 and 2001,  respectively.  During 2002, 2001 and
2000, Pharmacia accounted for approximately 9.3%, 11.7% and 12.2%, respectively,
of the Companys total revenues, and 6.3% and 10.7% of total trade accounts
receivable at September 30, 2002 and 2001, respectively. During 2002, Pfizer and
Pharmacia  announced their intention to merge, but to date, this proposed merger
has not affected the Companys relationship with these customers. There can
be no  assurance  that  the  Companys  business  will not  continue  to be
dependent on continued relationships with the proposed combined Pfizer/Pharmacia
or  other  clients  or,  that  annual  results  will  not  be  dependent  on the
performance of a few large projects. In addition, there can be no assurance that
significant clients in any one period will continue to be significant clients in
other  periods.  In any  given  year,  there  is a  possibility  that  a  single
pharmaceutical  company may account for 5% or more of the  Companys  total
revenue.  Furthermore,  since the Company does not have long term contracts with
its clients,  the importance of a single client may vary  dramatically from year
to year.

## Sales and Marketing

Capitalizing  on its long history of innovation  and technical  excellence,  the
current  sales  and  marketing  plan  of the  Company  focuses  on  key  account
development  among the top 200  global  pharmaceutical  companies.  The  Company
recognizes that its growth and customer  satisfaction depend upon its ability to
continually improve client relationships.

In North America, the Companys products are sold directly to the end user.
The Company has nine  employees on its business  development  staff and an equal
number  providing  technical  and  development  support to those end users.  The
Company  also has created a  collection  of  catalogs,  training  and  technical
support  literature,  media  presentations,  web sites,  workshops  and academic
publications.

Sales, marketing and technical support are based in the Companys corporate
headquarters  located in West  Lafayette,  Indiana.  The Company also  maintains
offices in  Evansville,  Indiana;  New  Jersey;  Oregon;  and  Warwickshire  and
Congleton,  UK. These locations  enable the Company to present the Company close
to  its  largest  concentration  of  key  customers.  For  additional  financial
information relating to geographic segments,  please see Note 10 in the Notes to
Consolidated  Financial Statements in the Companys  Annual Report which is
incorporated herein by reference.

Page 7

BAS Analytics,  Ltd., a wholly owned subsidiary,  provides a direct liaison with
research  service  clients in the United  Kingdom and  maintains a laboratory to
provide those services.  BAS Instruments,  Ltd., also a wholly owned subsidiary,
manages most product sales in Europe. In addition,  the Company has a network of
more than 20 established  distributors  covering Japan, the Pacific Basin, South
America,  the Middle East,  India,  South Africa and Eastern Europe.  All of the
Companys  distributor  relationships  are managed from the  Companys
headquarters in West Lafayette, Indiana. International growth is planned through
acquisitions,  stronger  local  promotion  and  expansion of the  Companys
distributor network.

Although  the  Companys  revenues  tend to be  lower in its  first  fiscal
quarter, the Company does not believe that this reflects any seasonal changes in
the Companys business.

## Contractual Arrangements

The Companys  service contracts typically establish an estimated fee to be
paid for identified  services.  In most cases,  some  percentage of the contract
costs is paid in advance.  While the Company is  performing a contract,  clients
often  adjust the scope of  services  to be  provided  by the  Company  based on
interim  project  results.  Fees  are  adjusted  accordingly.   Generally,   the
Companys  fee-for-service  contracts  are  terminable  by the client  upon
written  notice  of 30 days or less for a  variety  of  reasons,  including  the
clients  decision  to forego a  particular  study,  the failure of product
prototypes to satisfy safety  requirements,  and unexpected or undesired results
of product testing.

## Backlog

Considering  that the  arrangements  pursuant to which the Company  provides its
services are terminable upon written notice of 30 days or less, the Company does
not disclose  backlog for the services it  provides.  The Company does  maintain
projections  based  on  bids  and  contracts  to  optimize  asset   utilization.

## Competition

With respect to its  services,  the Company  competes  primarily  with  in-house
research, development,  quality control and other support service departments of
pharmaceutical and biotechnology companies. There are also full-service Contract
Research  Organizations  (CROs)  that compete in this industry.  The
largest CRO competitors  offering  similar  research  services  include Covance,
Inc.,  Pharmaceutical Product Development,  Inc., AAIpharma, Inc. and MDS Health
Group Ltd. CROs generally compete on the basis of previous  experience,  medical
and  scientific  expertise in specific  therapeutic  areas,  quality of contract
research,  ability to organize and manage  large-scale trials on a global basis,
medical database  management  capabilities,  ability to provide  statistical and
regulatory  services,  ability to recruit  investigators,  ability to  integrate
information  technology  with  systems to improve  the  efficiency  of  contract
research,  existence of an  international  presence with  strategically  located
facilities, financial viability and price.

With respect to its products,  the Company competes with several large equipment
manufacturers,   including   Agilent,   Waters   Corporation  and  Perkin  Elmer
Corporation.  Competitive  factors  include market  presence,  product  quality,
reliability  and price.  The  Company  believes  it  competes  well in its niche
markets because of its reputation and the quality of its products, together with
the technical assistance and service it offers.

Many  of the  Companys  competitors  are  much  larger  and  have  greater
resources than the Company,  which makes it difficult for the Company to capture
business  from  clients  other  than  those who need the  Companys  unique
capabilities.

## Government Regulation

The Company is subject to various regulatory requirements designed to ensure the
quality and integrity of its data and products.  These  regulations are governed
primarily  under  the  Federal  Food,  Drug  and  Cosmetic  Act,  as  well as by
associated Good Laboratory  Practice  (GLP)  and Good  Manufacturing
Practice (GMP)  guidelines administered by the FDA. The standards of
GLP and GMP are required by the FDA and by similar regulatory authorities around
the world.  These  guidelines  demand rigorous  attention to employee  training;
detailed,  authorized documentation;  equipment validation;  careful tracking of
changes and routine auditing of compliance.  Noncompliance  with these standards
could  result in  disqualification  of project  data  collected  by the Company.
Material  violation  of  GLP  or  GMP  guidelines  could  result  in  additional
regulatory sanctions and, in severe cases, could also result in a discontinuance
of selected Company operations.

Page 8

Laboratories  such as ours that  provide  information  that is included in INDs,
NDAs and PLAs must  conform to  regulatory  requirements  that are  designed  to
ensure  the  quality  and  integrity  of  the  testing  process.   Most  of  the
Companys  contract research  services are subject to government  standards
for  laboratory  practices  that are embodied in guidelines for GLP. The FDA and
other  regulatory  authorities  require  that  test  results  submitted  to such
authorities  be based  on  studies  conducted  in  accordance  with  GLP.  These
guidelines are set out to help the researcher  perform work in compliance with a
pre-established plan and standardized  procedures.  These guidelines include but
are not restricted to:

| |  | Resources - organization, personnel, facilities and equipment
| | - | -------------------------------------------------------------

| |  | Rules - protocols and written procedures
| | - | ----------------------------------------

| |  | Characterization - test items and test systems
| | - | ----------------------------------------------

| |  | Documentation - raw data, final report and archives
| | - | ---------------------------------------------------

| |  | Quality assurance unit - formalized internal audit function
| | - | -----------------------------------------------------------

The Company must also maintain reports for each study for specified  periods for
auditing by the study sponsor and by the FDA or similar  regulatory  authorities
in  other  parts  of  the  world.  Noncompliance  with  GLP  can  result  in the
disqualification of data collection during the clinical trial.

The Companys  animal research  facilities are also subject to a variety of
federal and state laws and regulations, including The Animal Welfare Act and the
rules and regulations  promulgated thereunder by the United States Department of
Agriculture  (USDA).  These regulations  establish the standards for
the humane  treatment,  care and  handling  of animals by dealers  and  research
facilities.  The  Companys  animal research  facilities  maintain detailed
standard  operating  procedures and the  documentation  necessary to comply with
applicable  regulations for the humane  treatment of the animals in its custody.
Besides being licensed by the USDA as a research facility, this business is also
accredited by the  Association  for Assessment and  Accreditation  of Laboratory
Animal Care  International  and has registered  assurance with the United States
National Institutes of Health Office of Laboratory Animal Welfare.

To  help  assure  compliance  with  applicable  regulations,   the  Company  has
established  quality assurance  programs at its facilities that audit test data,
train  personnel and review  procedures  and regularly  inspect  facilities.  In
addition, FDA regulations and guidelines serve as a basis for the Companys
standard operating procedures where applicable.

Some of the Companys development and testing activities are subject to the
Controlled   Substances  Act  administered  by  the  Drug   Enforcement   Agency
(DEA),  which  strictly  regulates  all narcotic  and  habit-forming
substances.  The Company maintains  restricted-access  facilities and heightened
control  procedures for projects  involving such  substances due to the level of
security and other  controls  required by the DEA. In  addition,  the Company is
subject  to other  federal  and state  regulations  concerning  such  matters as
occupational safety and health and protection of the environment.

The  Companys  activities  also  involve the  controlled  use of hazardous
materials and chemicals.  The Company is subject to foreign,  federal, state and
local laws and regulations governing the use, storage,  handling and disposal of
such materials and certain waste  products,  as well as the safety and health of
laboratory employees.

Our United States  laboratories  are subject to licensing and  regulation  under
federal,  state and local laws  relating to hazard  communication  and  employee
right-to-know  regulations,  the handling and disposal of medical  specimens and
hazardous waste, as well as the safety and health of laboratory  employees.  All
of our  laboratories  are  subject  to  applicable  federal  and state  laws and
regulations  relating to the storage and  disposal of all  laboratory  specimens
including the regulations of the Environmental Protection Agency, the Department
of  Transportation,  the  National  Fire  Protection  Agency  and  the  Resource
Conservation and Recovery Act. Although we believe that the Company is currently
in compliance in all material respects with such federal,  state and local laws,
failure to comply  could  subject  the Company to denial of the right to conduct
business, fines, criminal penalties and other enforcement actions.

In addition to its  comprehensive  regulation  of safety in the  workplace,  the
Occupational  Safety  and  Health   Administration  has  established   extensive
requirements  relating  to  workplace  safety for health  care  employers  whose
workers may be exposed to blood-borne  pathogens such as HIV and the hepatitis B
virus.  These regulations,  among other things,  require work practice controls,
protective clothing and equipment, training, medical follow-up, vaccinations and
other measures designed to minimize  exposure to chemicals,  and transmission of
blood-borne  and  airborne  pathogens.  Furthermore,  relevant  employees of the
Company  receive  initial and  periodic  training  focusing on  compliance  with
applicable  hazardous  materials  regulations and health and safety  guidelines.

Page 9

The regulations of the U.S. Department of Transportation, the U.S. Public Health
Service and the U.S. Postal Service apply to the surface and air  transportation
of laboratory  specimens.  The Companys  laboratories also comply with the
International Air Transport  Association  regulations which govern international
shipments of laboratory  specimens.  Furthermore,  when  materials are sent to a
foreign country,  the  transportation  of such materials  becomes subject to the
laws, rules and regulations of such foreign country.

The  Department  of  Health  and  Human  Services  recently   promulgated  final
regulations  under the Health Insurance  Portability and  Accountability  Act of
1996 (HIPAA) that will govern the disclosure of confidential medical
information in the United States.  The Privacy Rule, which governs disclosure of
confidential  information,  was  effective  beginning  April 14,  2001,  and all
companies  subject to the Privacy  Rule must comply  with its  provisions  on or
before  April 14,  2003.  We have had a global  privacy  policy  in place  since
January 2001, which includes a designated  privacy officer,  and believe that we
are in compliance with the current EU (European  Union) and HIPAA  requirements.
Nevertheless,  we will  continue  to  monitor  our  compliance  with  these  new
regulations and will take  appropriate  steps to ensure  compliance as these and
other privacy regulations come into effect.

## Product Liability and Insurance

The Company maintains  product  liability and professional  errors and omissions
liability  insurance,  providing  approximately  $6.0  million in  coverage on a
claims-made basis.  Additionally,  in certain circumstances the Company seeks to
manage its liability risk through contractual  provisions with clients requiring
the Company to be indemnified by the client or covered by clients  product
liability insurance policies.  Also, in certain types of engagements the Company
seeks to limit  its  contractual  liability  to  clients  to the  amount of fees
received by the Company. The contractual arrangements are subject to negotiation
with  clients,  and the  terms  and  scope  of such  indemnification,  liability
limitation and insurance coverage vary by client and project.

## Research and Development

In fiscal year 2002, the Company spent  $1,521,000 on research and  development.
Separate  from the  Companys  contract  research  services  business,  the
Company maintains  applications research and development to enhance its products
business. Expenditures cover hardware and software engineering costs, laboratory
supplies, animals,  drugs/reagents,  labor, prototype development and laboratory
demonstrations of new products and applications for those products. Hardware and
software  engineering  and  prototype  development  in 2002  generated  multiple
Culex®-related  products (Bambino System, Raturn upgrade,  Vertical Sensor,
Metabolic Cage for Mice,  Empis  Automated  Infusion  System) and new techniques
which  can  be  offered  as  contract  services  (lung   microdialysis,   rodent
electrocardiography).  Laboratory  demonstrations are published in peer-reviewed
journals,   scientific  seminars  or  at  scientific   association  meetings  as
promotional tools for existing and new products.  Culex®-related
products and demonstrations consumed roughly 80% of all research and development
dollars in 2002. The Company also makes small expenditures in novel research and
development,  some under partial grants,  such as its membership in the National
Institutes of Health  (NIH)  supported Botanicals Center with Purdue
University,  Indiana  University,  and the University of Alabama.  The Center is
focused on applying strict FDA safety and efficacy  guidelines to  plant-derived
chemicals  that are  claimed  to have  therapeutic  properties.  Seven  NIH SBIR
research grant  applications were filed in 2002 to support  development of other
products under consideration.

## Intellectual Property

The  Company  believes  that  its  patents,  trademarks,  copyrights  and  other
proprietary rights are important to its business and,  accordingly,  it actively
seeks  protection  for those rights both in the United States and abroad.  Where
the Company deems it to be an appropriate  course of action,  it will vigorously
prosecute patent infringements.  The Company does not believe, however, that the
loss of any one of its  patents,  trademarks,  copyrights  or other  proprietary
rights would be material to its consolidated revenues or earnings.

The  Company  currently  holds  seven  registered  trademarks  and  one  pending
trademark, as well as one copyright.  The Company also maintains a small pool of
issued  and  pending  patents.   Most  of  these  patents  are  related  to  the
Companys Culex® or in vivo product line. Of these patents,
most are either issued or pending in the United States,  although there are also
patents  pending in the European  Union,  Japan and with the World  Intellectual
Property Organization.  Although the Company believes that at least two of these
patents are important to the Culex® product line, the success of
the  Culex®  business  is not  dependent  on the  Companys
intellectual  property  rights because the Company also  generates  client value
through  continuing  client  support,  hardware  and software  upgrades,  system
reliability and accuracy.

Page 10

In  addition,  the Company  relies on trade  secrets,  unpatented  know-how  and
continuing  applications  research  which it seeks to protect  through  means of
reasonable business procedures,  such as confidentiality agreements. The Company
believes  that the greatest  value that it generates  for its clients comes from
these trade secrets, know-how and applications research.

## Item 2.   Properties

The Companys  principal executive offices are located at 2701 Kent Avenue,
West Lafayette,  Indiana 47906, and constitute approximately 100,000 square feet
of operational and administrative space. Both the services unit and the products
unit conduct  operations  at the West  Lafayette  facility.  The BAS  Evansville
facility consists of 10 buildings with roughly 80,000 square feet of operational
and  administrative  space on 52 acres. The Company also maintains offices which
provide  sales and  technical  support  services  in the United  Kingdom.  As of
December  13, 2002,  the Company  leases  8,560  square feet of  laboratory  and
administrative  space in  McMinnville,  Oregon.  The Company  believes  that its
facilities  are adequate for the  Companys  operations  and that  suitable
additional space will be available when needed.

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

You can find
Managements  Discussion and Analysis of Financial Condition and Results of
Operations  on  pages  7-13 of our  2002  Annual  Report.  That  information  is
incorporated herein by reference.

## Item 8.   Financial Statements and Supplementary Data

You can  find the  consolidated  financial  statements  of the  Company  and its
subsidiaries  in our 2002  Annual  Report  at pages 14-17  (Consolidated  Balance
Sheets,  Consolidated  Statements  of  Operations,  Consolidated  Statements  of
Shareholders  Equity and Consolidated  Statements of Cash Flows) and pages
18-27 (Notes to Consolidated Financial  Statements).  You can find the Report of
Independent  Auditors  at page 28 of our 2002  Annual  Report.  All of the above
information is incorporated herein by reference.

Also  incorporated  by reference  herein is information on quarterly  results of
operations,  which can be found in our 2002 Annual Report under  Quarterly
Financial Data (unaudited) at page 6.

Page 11

Item 10.   Directors and Executive Officers of the Registrant.

The following  information  concerns the persons who served as the directors and
executive  officers of the Company as of September 30, 2002. Except as indicated
in the following paragraphs,  the principal occupations of these persons has not
changed in the past five  years.  Officers  are  elected  annually at the annual
meeting of the board of directors.

| | Name | Age | Position
| | ---- | --- | --------

| | Peter T. Kissinger, Ph.D | 58 | Chairman of the Board;
President; Chief Executive Officer
| | ------------------------ | -- | ---------------------------------------------------------

| | Ronald E. Shoup, Ph.D | 51 | Chief Operating Officer, BAS Contract
Research Services; Director
| | --------------------- | -- | -----------------------------------------------------------------

| | Douglas P. Wieten | 41 | Vice President, Finance; Chief Financial
Officer; Treasurer
| | ----------------- | -- | -----------------------------------------------------------

| | Candice B. Kissinger | 51 | Senior Vice President, Marketing;
Secretary and Director
| | -------------------- | -- | --------------------------------------------------------

| | Craig S. Bruntlett, Ph.D | 53 | Senior Vice President, International Sales
| | ------------------------ | -- | ------------------------------------------

| | Donnie A. Evans | 56 | Vice President, Engineering
| | --------------- | -- | ---------------------------

| | Stephen Geary, Ph.D | 61 | Vice President, United States Sales
| | ------------------- | -- | -----------------------------------

| | Lina L. Reeves-Kerner | 52 | Vice President, Human Resources
| | --------------------- | -- | -------------------------------

| | Michael P. Silvon | 55 | Vice President, Planning and Development
| | ----------------- | -- | ----------------------------------------

| | Michelle L. Troyer | 31 | Corporate Controller
| | ------------------ | -- | --------------------

| | William E. Baitinger | 69 | Director
| | -------------------- | -- | --------

| | John A. Kraeutler | 54 | Director
| | ----------------- | -- | --------

| | W. Leigh Thompson | 64 | Director
| | ----------------- | -- | --------

Peter T. Kissinger,  Ph.D.  founded the Company in 1974 and has served as
its  Chairman,  President and Chief  Executive  Officer since 1974. He is also a
part-time  Professor  of  Chemistry  at  Purdue  University,  where  he has been
teaching  since  1975.  Dr.  Kissinger  has a  Bachelor  of  Science  degree  in
Analytical  Chemistry from Union College and a Doctorate in Analytical Chemistry
from the University of North Carolina.

Ronald  E.  Shoup,  Ph.D.  serves  as  Chief  Operating  Officer  of  the
Companys  BAS Contract  Research  Services and is Managing Director of BAS
Analytics,  Ltd.  in the UK. He joined BAS in 1980 as an  applications  chemist,
became  Research  Director in 1983 and initiated the  laboratory  services group
within BAS in 1988.  Dr. Shoup has a Bachelor of Science  degree in  Mathematics
and Chemistry from Purdue University and then attended Michigan State and Purdue
University  for  his  Ph.D.  in  Analytical  Chemistry.  He  has  served  on  the
Companys  board of  directors  since 1991 and is a member of the  external
advisory board to the Purdue University Department of Chemistry.

Douglas P. Wieten has been Vice  President,  Finance since February 1999,
Chief Financial  Officer since September 1997 and Treasurer since March 1997. He
served as Corporate  Controller from 1992 to February 1999.  Prior to that time,
Mr. Wieten  worked at Ernst &  Young LLP,  where he had been employed  since
1984. Mr. Wieten is a certified public  accountant and has a Bachelor of Science
degree in Accounting from Butler University.

Candice  B.  Kissinger  is currently  serving as the Interim  Director of
Research. She has been Senior Vice President,  Marketing since January 2000. She
served as Vice  President,  International  Sales and Marketing  since July 1981.
Mrs.  Kissinger  has a Bachelor  of  Science  degree in  Microbiology  from Ohio
Wesleyan  University  and a Master of Science  degree in Food  Science  from the
University of Massachusetts.  Mrs. Kissinger is the wife of Dr. Peter Kissinger.
She has served as a director of the Company since 1978.

Craig S. Bruntlett, Ph.D. has been Senior Vice President of International
Sales  since   January  2000.   From  1992  to  1999  he  was  Vice   President,
Electrochemical  Products.  From 1980 to 1990, Dr. Bruntlett was Director of New
Products  Development  for the  Company.  Dr.  Bruntlett  has a Bachelor of Arts
degree in Chemistry and Mathematics from St. Cloud State University in Minnesota
and a Ph.D. in Chemistry from Purdue University.

Page 12

Donnie A. Evans he has been Vice  President,  Engineering  Services since
January of 1988. Mr. Evans was the Company's first full-time employee, beginning
as an electronics engineer in 1978.

Stephen  Geary,  Ph.D has been Vice President,  United States Sales since
January  1992.  Dr.  Geary is also  responsible  for the  sales  efforts  of the
Company's  clinical  products.  Dr.  Geary has a Bachelor  of Science  degree in
Biology  and  Chemistry  from Tufts  University,  a Master of Science  degree in
Biology from the  University of New Hampshire and a Ph.D. in  Biochemistry  from
Syracuse University.

Lina L. Reeves-Kerner has been Vice President, Human Resources since 1995
and is  responsible  for the  administrative  support  functions of the Company,
including shareholder relations,  human resources and community relations.  From
1980 to 1990, Ms. Reeves-Kerner  served as an Administrative  Assistant with the
Company.  Ms.  Reeves-Kerner  has a  Bachelor  of  Science  degree  in  Business
Administration from Indiana Wesleyan University.

Michael P. Silvon,  Ph.D. has been Vice  President  since March 1997. Dr.
Silvon has been general  manager,  BAS  Evansville  and Vetronics  since January
2000. Prior to January 1997, Dr. Silvon was principal in his own consulting firm
and Vice  President  Sales and  Marketing  at Hi-Port,  Inc. in Houston,  Texas.
Before  October 1993,  Dr.  Silvon was Regional  Business  Manager-Americas  for
Zeneca Fine  Chemicals.  He has a Bachelor of Science in  Chemistry  from Loyola
University  of Chicago,  a Master of Business  Administration  from Sacred Heart
University   and   a   Doctorate   in   Chemistry   from   the   University   of
Vermont.

Michelle L. Troyer has been the Corporate Controller since February 1999.
Ms. Troyer joined the Company in 1994 as a Staff Accountant and became Assistant
Controller  in October  1996.  Ms.  Troyer has a Bachelor  of Science  degree in
Accounting    from   Purdue    University    and   is   a    certified    public
accountant.

William E.  Baitinger has served as a director of the Company since 1979.
Mr.  Baitinger  was  Director of  Technology  Transfer  for the Purdue  Research
Foundation  from 1988 until 2000.  In this capacity he was  responsible  for all
licensing and commercialization  activities from Purdue University. He currently
serves  as  Special  Assistant  to the Vice  President  for  Research  at Purdue
University.  Mr.  Baitinger  has a Bachelor of Science  degree in Chemistry  and
Physics from Marietta  College and a Master of Science  degree in Chemistry from
Purdue University.

John A.  Kraeutler  has served as a director of the Company since January
1997. Mr.  Kraeutler has been President and Chief Operating  Officer of Meridian
Bioscience, Inc., a life sciences manufacturer,  since August 1992 and is also a
director.  Prior to joining  Meridian  Bioscience,  Inc.,  Mr.  Kraeutler held a
progression  of technical,  marketing and general  management  positions  with a
number of healthcare companies,  including Carter-Wallace,  Becton Dickinson and
Organon (Akzo Nobel).  Mr.  Kraeutler has Bachelor of Science  degree in Biology
from Fairleigh Dickinson  University and a Master of Business  Administration in
Marketing   and  a  Master  of  Science   degree  in  Biology  from  Seton  Hall
University.

W.  Leigh Thompson,  Ph.D.,  M.D. has served as a director of the Company
since January 1997. Since 1995, Dr. Thompson has been Chief Executive Officer of
Profound Quality Resources,  Inc., a scientific  consulting firm. Prior to 1995,
Dr.  Thompson  was  Professor  of Medicine at Case  Western  Reserve and Indiana
Universities,  President  of the society of  Critical  Care  Medicine  and Chief
Scientific  Officer at Eli Lilly and  Company.  He earned a Bachelor  of Science
degree in Biology  from the  College of  Charleston,  a Master of Science  and a
Doctorate in  Pharmacology  from the Medical  University  of South  Carolina,  a
Medical  Doctor  degree  from The Johns  Hopkins  University  and was  awarded a
Doctorate of Science from the Medical University of South Carolina. Dr. Thompson
is also a director of La Jolla Pharmaceutical  Company,  Diabetogen Biosciences,
Inc., Medarex, Inc., Guilford  Pharmaceuticals,  Inc., Inspire  Pharmaceuticals,
Inc., Sontra Medical Corp., and DepoMed, Inc.

Page 13

# SIGNATURES

Pursuant to the  requirements of Section 13 or 15(d) 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.

|                        | BIOANALYTICAL SYSTEMS, INC.
(Registrant)
By:  /s/ Peter T. Kissinger
Peter T. Kissinger
President, Chairman and Chief Executive Officer
By:  /s/ Douglas P. Wieten
Douglas P. Wieten
Chief Financial Officer, Treasurer, VP Finance
(Principal Financial and Accounting Officer)
|----------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Date:  January 28, 2003

# CERTIFICATIONS

I, Peter T. Kissinger, Chief Executive Officer, certify that:

| | 1. | I have reviewed this annual report on Form 10-K of Bioanalytical Systems, Inc;                                                                                                                                                                                                                                                   
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 2. | Based on my knowledge,  this annual report does not contain any untrue statement
of a  material  fact or omit to  state a  material  fact  necessary  to make the
statements made, in light of the circumstances  under which such statements were
made, not misleading with respect to the period covered by this annual report;
| | 3. | Based  upon  my  knowledge,  the  financial  statements,   and  other  financial
information  included  in this annual  report,  fairly  present in all  material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this annual report;       
| | 4. | The  registrants  other  certifying  officers  and I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:                                                                                                  

| |  | a) | designed  such  disclosure  controls  and  procedures  to ensure  that  material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others  within those  entities,  particularly  during the
period in which this annual report is being prepared;
| |  | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | b) | evaluated the  effectiveness of the  registrants  disclosure  controls and
procedures  as of a date  within 90 days prior to the filing date of this annual
report (the Evaluation Date); and                                                                                                        
| |  | c) | presented in this annual report our conclusions  about the  effectiveness of the
disclosure  controls and procedures based on our evaluation as of the Evaluation
Date;                                                                                                                                 

Page 14

| | 5. | The registrants  other certifying officers and I have disclosed,  based on
our most recent  evaluation,  to the  registrants  auditors  and the audit
committee of  registrants  board of directors (or persons  performing  the
equivalent functions):
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | a) | all  significant  deficiencies  in the design or operation of internal  controls
which could adversely affect the registrants  ability to record,  process,
summarize   and   report   financial   data   and   have   identified   for  the
registrants auditors any material weaknesses in internal controls; and
| |  | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | b) | any fraud, whether or not material,  that involves management or other employees
who have a significant role in the registrant's internal controls; and                                                                                                                                                              

| | 6. | The  registrants  other  certifying  officers and I have indicated in this
annual report whether there were significant  changes in internal controls or in
other factors that could  significantly  affect internal controls  subsequent to
the date of our most recent  evaluation,  including any corrective  actions with
regard to significant deficiencies and material weaknesses.
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Date:  January 28, 2003

| | /s/  Peter T. Kissinger
Peter T. Kissinger
Chief Executive Officer
| | ------------------------------------------------------------------

I, Douglas P. Wieten, Chief Financial Officer, certify that:

| | 1. | I have reviewed this annual report on Form 10-K of Bioanalytical Systems, Inc;                                                                                                                                                                                                                                                     
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 2. | Based on my knowledge,  this annual report does not contain any untrue statement
of a  material  fact or omit to  state a  material  fact  necessary  to make the
statements made, in light of the circumstances  under which such statements were
made, not  misleading  with respect to the period covered by this annual report;
| | 3. | Based  upon  my  knowledge,  the  financial  statements,   and  other  financial
information  included  in this annual  report,  fairly  present in all  material
respects the financial  condition,  results of operations  and cash flows of the
registrant  as of,  and  for,  the  periods  presented  in this  annual  report;
| | 4. | The  registrants  other  certifying  officers  and I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:                                                                                                    

Page 15

| |  | a) | designed  such  disclosure  controls  and  procedures  to ensure  that  material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others  within those  entities,  particularly  during the
period in which this annual report is being prepared;
| |  | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | b) | evaluated the  effectiveness of the  registrants  disclosure  controls and
procedures  as of a date  within 90 days prior to the filing date of this annual
report (the Evaluation Date); and                                                                                                        
| |  | c) | presented in this annual report our conclusions  about the  effectiveness of the
disclosure  controls and procedures based on our evaluation as of the Evaluation
Date;                                                                                                                                 

| | 5. | The registrants  other certifying officers and I have disclosed,  based on
our most recent  evaluation,  to the  registrants  auditors  and the audit
committee of  registrants  board of directors (or persons  performing  the
equivalent functions):
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | a) | all  significant  deficiencies  in the design or operation of internal  controls
which could adversely affect the registrants  ability to record,  process,
summarize   and   report   financial   data   and   have   identified   for  the
registrants  auditors any material  weaknesses in internal  controls;  and
| |  | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | b) | any fraud, whether or not material,  that involves management or other employees
who have a significant role in the registrant's internal controls; and                                                                                                                                                                  

| | 6. | The  registrants  other  certifying  officers and I have indicated in this
annual report whether there were significant  changes in internal controls or in
other factors that could  significantly  affect internal controls  subsequent to
the date of our most recent  evaluation,  including any corrective  actions with
regard to significant deficiencies and material weaknesses.
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Date:  January 28, 2003

| | /s/  Douglas P. Wieten
Douglas P. Wieten
Chief Financial Officer
| | ----------------------------------------------------------------

Page 16

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following  persons on behalf of the  Registrant and
in the capacities and on the dates indicated.

|Signature                                      | Capacity                                                 | Date            
|---------------------------------------------- | -------------------------------------------------------- | ----------------
|/s/  Peter T. Kissinger
Peter T. Kissinger     | President, Chairman Chief
Executive Officer and Director | January 28, 2003
|/s/  Douglas P. Wieten
Douglas P. Wieten       | Chief Financial Officer,
and Treasurer                   | January 28, 2003
|/s/  William E. Baitinger
William E. Baitinger | Director                                                 | January 28, 2003
|/s/  Candice B. Kissinger
Candice B. Kissinger | Director                                                 | January 28, 2003
|/s/  John A. Kraeutler
John A. Kraeutler       | Director                                                 | January 28, 2003
|/s/  Ronald E. Shoup
Ronald E. Shoup           | Director                                                 | January 28, 2003
|W. Leigh Thompson                              | Director                                                 | January 28, 2003

Page 17

## INDEX TO EXHIBITS

|Number
Assigned In
Regulation S-KItem 601 | Description of Exhibits | Sequential
Numbering
System Page
Number ofExhibits
|----------------------------------------- | ----------------------- | --------------------------------------------------

| | (2) |  | No Exhibit
| | --- |  | ----------

| | (3) | 3.1 | Second Amended and Restated Articles of Incorporation of Bioanalytical  Systems,
Inc.  (incorporated  by  reference  to Exhibit  3.1 to Form 10-Q for the quarter
ended December 31, 1997).
| | --- | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | 3.2 | Second Restated Bylaws of Bioanalytical Systems, Inc.
(incorporated by reference to Exhibit 3.2 to Form 10-Q for the
quarter ended December 31, 1997).
| |  | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------

| | (4) | 4.1 | Specimen Certificate for Common Shares (incorporated by
reference to Exhibit 4.1 to Registration Statement on Form S-1,
Registration No. 333-36429).
| | --- | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------

| |  | 4.2 | See Exhibits 3.1 and 3.2 to this Form 10-K.
| |  | --- | -------------------------------------------

| | (9) |  | No Exhibit.
| | --- |  | -----------

| | (10) | 10.1 | Bioanalytical Systems, Inc. 1990 Employee Incentive Stock Option
Plan (incorporated by reference to Exhibit 10.4 to Registration
Statement on Form S-1, Registration No. 333-36429).
| | ---- | ---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | 10.2 | Form of Bioanalytical Systems, Inc. 1990 Employee Incentive
Stock Option Agreement (incorporated by reference to Exhibit
10.5 to Registration Statement on Form S-1, Registration No.
333-36429).
| |  | ---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | 10.3 | Bioanalytical Systems, Inc. 1997 Employee Incentive Stock Option
Plan (incorporated by reference to Exhibit 10.26 to Registration
Statement on Form S-1, Registration No. 333-36429).
| |  | ---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | 10.4 | Form of Bioanalytical Systems, Inc. 1997 Employee Incentive
Stock Option Agreement (incorporated by reference to Exhibit
10.27 to Registration Statement on Form S-1, Registration No.
333-36429).
| |  | ---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Page 18

|Number
Assigned In
Regulation S-KItem 601 | Description of Exhibits | Sequential
Numbering
System Page
Number ofExhibits
|----------------------------------------- | ----------------------- | --------------------------------------------------

| |  | 10.5 | 1997 Bioanalytical Systems, Inc. Outside Director Stock Option
Plan (incorporated by reference to Exhibit 10.28 to Registration
Statement on Form S-1, Registration No. 333-36429).
| |  | ---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | 10.6 | Form of Bioanalytical Systems, Inc. 1997 Outside Director Stock
Option Agreement (incorporated by reference to Exhibit 10.29 to
Registration Statement on Form S-1, Registration No. 333-36429).
| |  | ---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | 10.7 | Agreement and Plan of Merger, dated June 20, 2002, among
Bioanalytical Systems, Inc., PI Acquisition Corp. and
PharmaKinetics Laboratories, Inc., amended and restated to give
effect to Amendment No. 1 to Agreement and Plan of Merger, dated
July 24, 2002 (incorporated by reference to Exhibit 2.1 to
Registration Statement on Form S-4, Registration No. 333-99593).
| |  | ---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | 10.8 | Second Amendment, dated November 21, 2002, to the Agreement and
Plan of Merger by and among PharmaKinetics Laboratories, Inc.,
Bioanalytical Systems, Inc. and PI Acquisition Corp., dated as
of June 20, 2002, as amended by a First Amendment, dated as of
July 24, 2002 (incorporated by reference to Exhibit 10.1 to Form
8-K filed November 21, 2002).
| |  | ---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | 10.9 | Master Equipment Lease Agreement by and between Bioanalytical
Systems, Inc. and Keycorp Leasing, dated December 5, 1997.
| |  | ---- | ------------------------------------------------------------------------------------------------------------------------

| |  | 10.10 | Credit Agreement by and between Bioanalytical Systems, Inc., and
The Provident Bank, dated October 29, 2002.
| |  | ----- | ------------------------------------------------------------------------------------------------------------

| |  | 10.11 | General Security Agreement by and between Bioanalytical Systems,
Inc. and The Provident Bank, dated October 29, 2002.
| |  | ----- | ---------------------------------------------------------------------------------------------------------------------

| |  | 10.12 | Trademark Security Agreement by and between Bioanalytical
Systems and The Provident Bank, dated October 29, 2002.
| |  | ----- | -----------------------------------------------------------------------------------------------------------------

| |  | 10.13 | Patent Security Agreement by and between Bioanalytical Systems
and The Provident Bank, dated October 29, 2002.
| |  | ----- | --------------------------------------------------------------------------------------------------------------

| |  | 10.14 | Promissory Note by and between Bioanalytical Systems, Inc. and
The Provident Bank, dated October 29, 2002 related to loan in
the amount of $6,000,000.
| |  | ----- | ------------------------------------------------------------------------------------------------------------------------------------------------------

Page 19

|Number
Assigned In
Regulation S-KItem 601 | Description of Exhibits | Sequential
Numbering
System Page
Number ofExhibits
|----------------------------------------- | ----------------------- | --------------------------------------------------

| |  | 10.15 | Loan Agreement between Bioanalytical Systems, Inc. and Union
Planters Bank, dated October 29, 2002.
| |  | ----- | ---------------------------------------------------------------------------------------------------

| |  | 10.16 | Real Estate Mortgage and Security Agreement between
Bioanalytical Systems, Inc. and Union Planters Bank, dated
October 29, 2002.
| |  | ----- | --------------------------------------------------------------------------------------------------------------------------------

| |  | 10.17 | Real Estate Mortgage and Security Agreement between
Bioanalytical Systems, Inc. and Union Planters Bank, dated
October 29, 2002.
| |  | ----- | --------------------------------------------------------------------------------------------------------------------------------

| |  | 10.18 | Term Loan Promissory Note made by Bionanalytical Systems, Inc.
in favor of Union Planters Bank, dated October 29, 2002.
| |  | ----- | -----------------------------------------------------------------------------------------------------------------------

| |  | 10.19 | Promissory Note made by Bioanalytical Systems, Inc. in favor of
Union Planters Bank, dated October 29, 2002.
| |  | ----- | ------------------------------------------------------------------------------------------------------------

| |  | 10.20 | Secured Convertible Revolving Note, dated November 14, 2002,
payable by PharmaKinetics Laboratories, Inc. to Bioanalytical
Systems, Inc. in the original principal amount of up to $925,000
(incorporated by reference to Exhibit 10.3 to Form 8-K filed
November 21, 2002).
| |  | ----- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | 10.21+ | Master  Equipment Lease by and between Fifth Third Bank,  Indiana  (Central) and
Bioanalytical Systems, Inc., dated November 15, 2002.
| |  | ------ | --------------------------------------------------------------------------------------------------------------------------------------

| | (12) |  | No Exhibit
| | ---- |  | ----------

| | (13)+ |  | 2002 Annual Report. This report, except for those portions which are expressly
incorporated by reference in this Form 10-K, is furnished for the information of
the Commission and is not to be deemed filed as part of this Form
10-K.
| | ----- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (16) |  | No Exhibit
| | ---- |  | ----------

| | (18) |  | No Exhibit
| | ---- |  | ----------

| | (21) | 21.1 | Subsidiaries of the Registrant
| | ---- | ---- | ------------------------------

| | (23) | 23.1+ | Consent of Independent Auditors
| | ---- | ----- | -------------------------------

+  Filed with this Amendment No. 1 to Form 10-K.

Page 20

|Number
Assigned In
Regulation S-KItem 601 | Description of Exhibits | Sequential
Numbering
System Page
Number ofExhibits
|----------------------------------------- | ----------------------- | --------------------------------------------------

| | (24) |  | No Exhibit
| | ---- |  | ----------

| | (27) |  | No Exhibit
| | ---- |  | ----------

| | (99) | 99.1 | Risk Factors
| | ---- | ---- | ------------

| |  | 99.2+ | Certification of Chief Executive Officer
| |  | ----- | ----------------------------------------

| |  | 99.3+ | Certification of Chief Financial Officer
| |  | ----- | ----------------------------------------

+  Filed with this Amendment No. 1 to Form 10-K.

Page 21