<PAGE>   1

                                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 (FEE REQUIRED).

          FOR THE FISCAL YEAR ENDED DECEMBER 31, 1997

                                      OR

  [ ]     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
          EXCHANGE ACT OF 1934 (NO FEE REQUIRED)

          FOR THE TRANSITION PERIOD FROM ______________ TO _______________

                       Commission File Number 33-90516
                                NEOPHARM, INC.
            (Exact name of registrant as specified in its charter)

         DELAWARE                                  51-0327886            
         (State or other jurisdiction of           (I.R.S. Employer      
         incorporation or organization)            Identification Number)

                             100 CORPORATE NORTH
                                  SUITE 215
                         BANNOCKBURN, ILLINOIS 60015
             (Address Of Principal Executive Offices) (Zip Code)

                                (847) 295-8678
             (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:
                                Title of class
                      Common Stock, $.0002145 Par Value

                                Title of class
       Warrants to Purchase Shares of Common Stock, $.0002145 Par Value

     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 [ ].

     The aggregate market value of the Registrant's common stock held by
non-affiliates of the registrant, par value $.0002145 per share, (based on the
closing price of such shares on the American Stock Exchange on March 16, 1998)
was $16,178,211.  As of March 16, 1998 there were 8,195,810 shares of Common
Stock outstanding.



<PAGE>   2

     This Amendment No. 1 of the Form 10-K is being filed by NeoPharm, Inc. to
provide the information required to be presented in Part III, Item 11
"Executive Compensation", Item 12 "Security Ownership of Certain Beneficial
Owners and Management" and Item 13 "Certain Relationships and Related
Transactions".

ITEM 11. EXECUTIVE COMPENSATION

     Summary of Cash and Certain Other Compensation of Executive Officers.  The
following table sets forth certain summary compensation information  for the
fiscal year ended December 31, 1997, for services rendered by the chief
executive officer and for each executive officer of the Company who received
more than $100,000 in salary and bonus in 1997 (the "Named Executive
Officers").



<TABLE>
<CAPTION>
                                            ANNUAL COMPENSATION                     LONG-TERM COMPENSATION AWARDS
                           -----------------------------------------------------  ---------------------------------
                                                       ANNUAL          OTHER
        NAME AND                                    COMPENSATION       ANNUAL     RESTRICTED STOCK
   PRINCIPAL POSITION      FISCAL YEAR  SALARY($)     BONUS($)      COMPENSATION     AWARDS($)        OPTIONS(#)
-------------------------  -----------  ---------  ---------------  ------------  ----------------  ---------------
<S>                        <C>          <C>        <C>              <C>           <C>               <C>
William C. Govier,            1997       $138,600               $0       $0              $0                    0
Chief Executive Officer       1996        121,000           39,600        0               0               50,000(2)
and President(1)              1995              0                0        0               0                    0

Aquilur Rahman,               1997       $167,000          $51,000       $0              $0                    0
Chief Scientific Officer      1996        144,100           45,000        0               0               50,000(2)
                              1995              0                0        0               0                    0
</TABLE>


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

(1)   Dr. Govier resigned as President, Chief Executive Officer and a Director 
      of the Company effective January 18, 1998.  Effective March 16, 1998,
      Mr. James M. Hussey succeeded Dr. Govier as President and Chief Executive
      Officer and was appointed to fill the vacancy in the Board of Directors
      created by Dr. Govier's departure.

(2)   The stock option became exercisable for 25% of the covered shares on
      August 13, 1997 and will become exercisable with respect to an additional 
      25% on each anniversary of such date thereafter until exercisable in full.
      Exercisability may be accelerated in the event of a "change of control."



<PAGE>   3

                      OPTION GRANTS IN LAST FISCAL YEAR

     No options to purchase shares of Common Stock were granted to the Named
Executive Officers during the fiscal year ended December 31, 1997.

                  AGGREGATED OPTION EXERCISES IN LAST FISCAL
                   YEAR, AND FISCAL YEAR-END OPTION VALUES

     The following table sets forth information with respect to stock options
exercised during the fiscal year ended December 31, 1997, and the value at
December 31, 1997, of unexercised stock options held by the Named Executive
Officers:


                              INDIVIDUAL GRANTS

<TABLE>
<CAPTION>
                                                                         VALUE OF UNEXERCISED        
                                               NUMBER OF UNEXERCISED    OPTIONS IN-THE-MONEY AT
                                              OPTIONS AT FISCAL YEAR-       FISCAL YEAR-END*
                   SHARES ACQUIRED   VALUE       END EXERCISABLE/             EXERCISABLE/
                     ON EXERCISE    REALIZED      UNEXERCISABLE              UNEXERCISABLE
NAME                      #            $                 #                         $
----                     ---         -----           --------                  --------       
<S>                    <C>            <C>         <C>                        <C>
William C. Govier         0             0          12,500/37,500                  N/A*
Aquilur Rahman            0             0          12,500/37,500                  N/A*
</TABLE>

----------------
*    Represents the fair market value at December 31, 1997, of the Common
     Stock underlying the options minus the exercise price.  As of December 31,
     1997, the fair market value of the underlying common stock was less than 
     the option exercise price for all options held by the Named Executive 
     Officers.




<PAGE>   4

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The following table sets forth certain information regarding beneficial
ownership of shares of the Common Stock as of March 31, 1998 by (i) all those
known by the Company to be beneficial owners of more than 5% of its outstanding
Common Stock, (ii) each director of the Company and each nominee for director,
(iii) each of the executive officers named in the Summary Compensation Table
and (iv) all Executives, directors and nominees for director as a group.


<TABLE>
<CAPTION>
                                       Amount and Nature of  Percent of
Name                                   Beneficial Ownership  Class (1)
----                                   --------------------  ----------
<S>                                       <C>                 <C>
John N. Kapoor                              2,112,909(2)        24.24% 
EJ Financial Enterprises, Inc.                                         
225 East Deerpath                                                      
Suite 250                                                              
Lake Forest, IL 60045                                                  
                                                                       
John N. Kapoor 1994-A                       1,550,453(3)        17.79% 
 Annuity Trust                                                         
225 East Deerpath                                                      
Suite 250                                                              
Lake Forest, IL 60045                                                  
                                                                       
Aquilur Rahman                                878,040           10.07% 
100 Corporate North                                                    
Suite 215                                                              
Bannockburn, IL 60015                                                  
                                                                       
Anatoly Dritschilo                            245,949            2.82% 
100 Corporate North                                                    
Suite 215                                                              
Bannockburn, IL 60015                                                  
                                                                       
James M. Hussey                                     0               *  
100 Corporate North                                                    
Suite 215                                                              
Bannockburn, IL  60015                                                 
                                                                       
Erick E. Hanson                                     0               *  
100 Corporate North, Suite 212                                         
Bannockburn, IL 60015                                                  
                                                                       
William C. Govier                             245,634(4)         2.82% 
225 E. Deerpath                                                        
Suite 250                                                              
Lake Forest, IL 60045                                                  
                                                                       
All officers and directors as a group                                  
        (8 persons)                         5,337,591(5)        61.24% 
</TABLE>

_____________________________________

* Indicates ownership of less than 1%.

(1)  Based on 8,195,810 shares of Common Stock outstanding as of March 31,
     1998, plus 519,817 shares subject to warrant and options that are
     considered to be beneficially owned by the persons listed.  Beneficial
     ownership is determined in accordance with the rules of the Securities and
     Exchange Commission (the "Commission") and generally includes voting or
     investment power with respect to securities.  Shares of Common Stock
     subject to options or warrants exercisable or convertible within 60 days
     are deemed outstanding for computing the percentage of the person or group
     holding such options or warrants.



<PAGE>   5

(2)  Includes 1,511,624 shares held by the John N. Kapoor Trust, dtd 9/20/89
     (the "JNK Trust"), of which Dr. Kapoor is the sole trustee and sole
     beneficiary.  The address of the Trust is 225 East Deerpath, Suite 250,
     Lake Forest, Illinois 60045.  The Trust also owns Warrants to purchase
     287,004 shares of Common Stock, which are assumed to have been exercised
     for purposes of disclosing the ownership indicated.  The amount shown also
     includes 300,000 shares which are held by the John N. Kapoor Charitable
     Trust (the "Charitable Trust") of which Dr. Kapoor and his spouse are
     co-trustees.  Dr. Kapoor disclaims beneficial ownership of the shares held
     by the Charitable Trust.

(3)  The sole trustee of the John N. Kapoor 1994-A Annuity Trust (the "Annuity
     Trust") is Editha Kapoor, Dr. Kapoor's spouse, who also serves as trustee
     for four trusts which have been established for their children (the
     "Childrens' Trusts") and which collectively own 310,848 shares and as
     co-trustee with Dr. Kapoor of the Charitable Trust.  The shares held by
     the Childrens' Trusts and the Charitable Trust are not included in the
     reported shares.

(4)  Dr. Govier resigned as President, Chief Executive Officer and Director
     effective January 18, 1998.

(5)  Does not include shares held by family members or trusts established for
     family members of officers and directors as to which shares such officers
     and directors do not have or share voting or investment power and as to
     which they have disclaimed beneficial ownership.

ITEM 13. CERTAIN RELATIONSHIPS AND OTHER RELATED TRANSACTIONS

     In November, 1997 the Company relocated its principal corporate office to
space subleased from Option Care, Inc.  Mr. Hanson, a director of the Company,
is President, CEO and a Director of Option Care.  In addition, Dr. Kapoor,
Chairman of the Company's Board of Directors, is a director and principal
shareholder of Option Care.  The sublease was negotiated at arms length and the
Company believes the terms are fair.

     On July 1, 1994, the Company entered into a Consulting Agreement with EJ
Financial Enterprises, Inc. ("EJ Financial").  The Consulting Agreement
provides that the Company will pay EJ Financial $125,000 per year (paid
quarterly) for certain business and financial services, including having
certain officers of EJ Financial serve as officers of the Company.  Dr. John
Kapoor, the Company's Chairman of the Board is the president and a director of
EJ Financial.  Dr. Mahendra Shah, Vice President of the Company, is also a Vice
President of EJ Financial.  The Company believes that the charges provided for
in the Agreement are reasonable and reflect the cost of the services provided.
These charges reflect the increased need for EJ Financial's services in
connection with operation of NeoPharm as a publicly-held company.  Unless
terminated by the parties, the management services agreement with EJ Financial
automatically renews in June of each year for a one year term.

     In connection with the Company's initial public offering, the Company
adopted a policy whereby any further transactions between the Company and its
officers, directors, principal stockholders and any affiliates of the foregoing
persons will be on terms no less favorable to the Company than could reasonably
be obtained in arm's length transactions with independent third parties, and
that any such transactions also be approved by a majority of the Company's
disinterested outside directors.




<PAGE>   6

                                  SIGNATURES

     Pursuant to the requirements of Section 13(d) or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Amendment No. 1 to
report to be signed on its behalf by the undersigned, thereunto duly
authorized, on the 30th day of April, 1998.


                                  NEOPHARM, INC.                             
                                                                             
                                                                             
                                                                             
                                  By:  /s/ James M. Hussey                   
                                      -------------------------------------- 
                                      James M. Hussey                        
                                      President and Chief Executive Officer  



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


<TABLE>
<CAPTION>
      SIGNATURE                       TITLE                      DATE
      ---------                       -----                      ----       
<S>                     <C>                                 <C>
/s/ JOHN N. KAPOOR
------------------      Director, Chairman of the Board     April 30, 1998
John N. Kapoor

/s/ AQUILUR RAHMAN
------------------      Director, Chief Scientific Officer  April 30, 1998
Aquilur Rahman

/s/ ANATOLY DRITSCHILO
----------------------  Director                            April 30, 1998
Anatoly Dritschilo
                        Director, President, and Chief
/s/ JAMES M. HUSSEY     Executive Officer (Principal
-------------------     Executive Officer)                  April 30, 1998
James M. Hussey

/s/ ERICK E. HANSON
-------------------     Director                            April 30, 1998
Erick E. Hanson
                        Chief Financial Officer
/s/ DAVID E. RIGGS      (Principal Officer and Principal
------------------      Accounting Officer)                 April 30, 1998
David E. Riggs
</TABLE>