S-8

Registration No. 333-103716

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933

BIOANALYTICAL SYSTEMS, INC.
(Exact Name Of Registrant As Specified In Its Charter)

Indiana	35-1345024
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

2701 Kent Avenue
West Lafayette, Indiana 47906
(Address of Principal Executive Offices)

1997 Bioanalytical Systems, Inc. Outside
Director Stock Option Plan
(full title of the plan)

Douglas P. Wieten
Vice President-Finance, Chief Financial
Officer and Treasurer
Bioanalytical Systems, Inc.
2701 Kent Avenue
West Lafayette, Indiana 47906
(Name and address of agent for service)

(765) 463-4527
(Telephone number, including
area code, of agent for service)

Copies to:

Stephen J. Hackman
Ice Miller
One American Square, Box 82001
Indianapolis, Indiana 46282

         This Amendment No. 1 to Form S-8 is being filed for the purpose of including additional exhibits not filed with the original filing.

SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned thereunto duly authorized, in the City of West Lafayette, State of Indiana, on March 11, 2003.

BIOANALYTICAL SYSTEMS, INC.



By:   /s/  Peter T. Kissinger Peter T. Kissinger, President and
Chief Executive Officer

         Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on March 11, 2003.

/s/ Peter T. Kissinger Peter T. Kissinger Chairman, President, Chief Executive Officer,
and Director (Principal Executive Officer)

/s/ Douglas P. Wieten* Douglas P. Wieten Vice President-Finance, Chief Financial Officer
and Treasurer (Principal Financial Officer and
Principal Accounting Officer)

/s/ Ronald E. Shoup* Ronald E. Shoup Director

/s/ Candice B. Kissinger* Candice B. Kissinger Director

/s/ William E. Baitinger* William E. Baitinger Director

/s/ John A. Kraeutler* John A. Kraeutler Director

/s/ W. Leigh Thompson* W. Leigh Thompson Director

*Signed by Peter T. Kissinger, Attorney-in-fact

BIOANALYTICAL SYSTEMS, INC.

FORM S-8

INDEX TO EXHIBITS

Exhibit Number
Assigned in
Regulation S-K
Item 601 Description of Exhibit

(4) Not applicable

(5) 5.01 Opinion of Ice Miller as to the legality of the securities being registered and consent to use of the opinion in this registration statement

(15) Not applicable

(23) 23.01 Consent of Ernst & Young

23.02 Consent of Ice Miller (included in Exhibit 5.01)

(24) 24.01 Power of Attorney (incorporated by reference to the signature page found on page 4 of the original filing)

(99) Not applicable

EX-5.01

Exhibit 5.01

[Ice Miller Letterhead]

March 12, 2003

Board of Directors
Bioanalytical Systems, Inc.
2701 Kent Avenue
West Lafayette, Indiana 47906

Ladies and Gentlemen:

         We have acted as counsel to Bioanalytical Systems, Inc., an Indiana corporation (the "Company"), in connection with the filing of a Registration Statement on Form S-8 (the "Registration Statement"), with the Securities and Exchange Commission (the "Commission") for the purposes of registering under the Securities Act of 1933, as amended (the "Securities Act"), 25,000 of the Company's authorized but unissued Common Shares (the "Shares") issuable upon exercise of options which may be granted under the 1997 Bioanalytical Systems, Inc. Outside Director Stock Option Plan (the "Plan").

         In connection therewith, we have investigated those questions of law as we have deemed necessary or appropriate for purposes of this opinion. We have also examined originals, or copies certified or otherwise identified to our satisfaction, of those documents, corporate or other records, certificates and other papers that we deemed necessary to examine for purposes of this opinion, including:

1. Unanimous Written Consent of the Board of Directors dated as of January 24, 2003 relating to the approval of the Plan and reserving shares for issuance under the Plan (the "Consent");

2. the Registration Statement;

3. the Plan; and

4. copies of the Articles of Incorporation of the Company and all amendments thereto.

We have also relied, without investigation as to the accuracy thereof, on oral and written communications from public officials and officers of the Company.

We have also relied, without investigation as to the accuracy thereof, on oral and written communications from public officials and officers of the Company.

March 12, 2003
Page 2

         For purposes of this opinion, we have assumed (i) the genuineness of all signatures of all parties other than the Company; (ii) the authenticity of all documents submitted to us as originals and the conformity to authentic originals of all documents submitted to us as certified or photostatic copies; (iii) that the Consent will not be amended, altered or superseded prior to the issuance of the Shares; and (iv) that no changes will occur in the applicable law or the pertinent facts prior to the issuance of the Shares.

         Based upon the foregoing and subject to the qualifications set forth in this letter, we are of the opinion that the Shares are validly authorized and, when (a) the pertinent provisions of the Securities Act and all relevant state securities laws have been complied with and (b) the Shares have been delivered against payment therefor as contemplated by the Plan, the Shares will be legally issued, fully paid and non-assessable.

         We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.

Very truly yours,

/s/  Ice Miller

EX-23.01

CONSENT OF INDEPENDENT AUDITORS

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the 1997 Bioanalytical Systems, Inc. Outside Director Stock Option Plan of our report dated November 1, 2002, with respect to the consolidated financial statements of Bioanalytical Systems, Inc., incorporated by reference in its Annual Report (Form 10-K) for the year ended September 30, 2002, filed with the Securities and Exchange Commission.

/s/  Ernst & Young LLP

Indianapolis, Indiana
March 6, 2003