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                                                                     EXHIBIT 4.1

                                 AMENDMENT NO. 2
                               DATED JUNE 13, 2002
                                     TO THE
                      AMENDED AND RESTATED RIGHTS AGREEMENT
                                     BETWEEN
                            NEOSE TECHNOLOGIES, INC.
                                       AND
                    AMERICAN STOCK TRANSFER AND TRUST COMPANY

     THIS AMENDMENT NO. 2, dated June 13, 2002, to the AMENDED AND RESTATED
RIGHTS AGREEMENT between NEOSE TECHNOLOGIES, INC. and AMERICAN STOCK TRANSFER
AND TRUST COMPANY dated as of DECEMBER 3, 1998.

     WHEREAS, Neose Technologies, Inc. ("Neose") and American Stock Transfer and
Trust Company ("ASTT") entered into a Rights Agreement, dated as of December 3,
1998 (the "Agreement") dealing with, among other things, certain rights of the
holders of Neose Common Stock; and

     WHEREAS, Neose has entered into an agreement with Eastbourne Capital
Management, LLC and Richard J. Barry (collectively, "Eastbourne") dated June 13,
2002 (the "Letter Agreement") under which the Company, in exchange for other
consideration, has agreed to permit Eastbourne not to become an "Acquiring
Person", as defined under the Agreement, subject to the terms and conditions of
the Agreement and the Letter Agreement; and

     WHEREAS, to implement the requirements of the Letter Agreement, Neose and
ASTT, pursuant to Section 26 of the Agreement, have agreed to amend the
Agreement as set forth herein.

     NOW THEREFORE, the parties intending to be legally bound, agree as follows:

     1.   Representations and Warranties. The Company represents and warrants to
the Rights Agent that:

          (a)  to the best knowledge of the Company, a Distribution Date has not
               occurred prior to the effective date hereof, and

          (b)  this Amendment is authorized pursuant to the requirements of
               Section 26 of the Agreement, having been approved by the
               Company's Directors.

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     2.   Amendment of Section 1(a). The definition of "Acquiring Person" set
forth in Section 1, paragraph (a) of the Rights Agreement, is amended by adding
a new clause at the end of the definition reading as follows:

          ; and provided, however, that Eastbourne Capital Management, LLC, a
          Delaware limited liability company, and Richard Jon Barry, joint
          filers of a Schedule 13G (and collectively referred to herein as
          "Eastbourne") shall not be an Acquiring Person unless and until
          Eastbourne (i) is the Beneficial Owner of 20% or more of the shares of
          Common Stock then outstanding, or (ii) is the Beneficial Owner of 15%
          or more of the shares of Common Stock then outstanding and is not
          permitted to file a Schedule 13G, in lieu of Schedule 13D, pursuant to
          the Securities Exchange Act of 1934 and the rules and regulations
          promulgated thereunder.

     3.   No Other Changes. Except as specifically amended by this Amendment,
all other provisions of the Agreement remain in full force and effect. This
Amendment shall not constitute or operate as a waiver of, or estoppel with
respect to, any provisions of the Agreement by any party hereto. Capitalized
terms used and not otherwise defined herein will have the meanings ascribed
thereto in the Agreement.

     4.   Counterparts. This Amendment may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same agreement.

     IN WITNESS WHEREOF, the parties have caused this Amendment No. 2 to be duly
executed, all as of the date first written above.


                                       NEOSE TECHNOLOGIES INC.


                                       By: /s/ C. Boyd Clarke
                                           -------------------------------------
                                           C. Boyd Clarke
                                           President and Chief Executive Officer


                                       AMERICAN STOCK TRANSFER AND TRUST COMPANY


                                       By: /s/ Herbert J. Lemmer
                                           -------------------------------------
                                           Herbert J. Lemmer
                                           Vice President

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