10-Q/A

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

AMENDMENT NO. 1
TO
FORM 10-Q

(Mark One)

       [X]     Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

                 For the quarterly period ended June 30, 2003.

or

       [   ]     Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

                 For the transition period from                                     to                                    .

Commission File Number:  0-23357


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, IN		47906
(Address of principal executive offices)		(Zip Code)
	(765) 463-4527
	(Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.      Yes [X]     No [   ]

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).      Yes [   ]     No [X]

         As of August 19, 2003, 4,831,460 Common Shares of the registrant were outstanding.

The purpose of this amendment is to correct certain typographical errors in the financial statements and throughout the document, to provide additional information in response to Part I, Item 4, and to replace Exhibits 31.1 and 31.2, which were inadvertently missing portions of the certifications required to be filed as part thereof, which information and exhibits were omitted due to clerical error.

PAGE   
NUMBER

PART I.	FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited):
	Consolidated Balance Sheets as of
	June 30, 2003 and September 30, 2002	3
	Consolidated Statements of Operations for the
	Three Months and Nine Months ended June 30, 2003 and 2002	5
	Consolidated Statements of Cash Flows for the
	Nine Months Ended June 30, 2003 and 2002	6
	Notes to Consolidated Financial Statements	7
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	10
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	15
Item 4.	Controls and Procedures	15
PART II.	OTHER INFORMATION
Item 6.	Exhibits and Reports on Form 8-K	16
	SIGNATURES	20

–  2  –

PART I — FINANCIAL INFORMATION

ITEM 1.    FINANCIAL STATEMENTS

BIOANALYTICAL SYSTEMS, INC.
CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)

	June 30, 2003 (Unaudited)			September 30, 2002
ASSETS
Current assets:
Cash and cash equivalents	$	972		$	826
Accounts receivable
Trade		4,374			3,699
Grants		14			116
Unbilled revenues and other		456			739
Inventories		2,418			2,624
Deferred income taxes		455			455
Refundable income taxes		117			52
Prepaid expenses		365			283
Total current assets		9,171			8,794
Property and equipment:
Land and improvements		486			496
Buildings and improvements		24,200			14,476
Machinery and equipment		14,237			13,363
Office furniture and fixtures		1,144			1,114
Construction in process		1,564			2,359
Total property and equipment		41,631			31,808
Less accumulated depreciation		(10,719	)		(8,984	)
Net property and equipment		30,912			22,824
Goodwill, less accumulated amortization of $360		3,766			884
Intangible and other assets		240			961
Debt issue costs		446			---
Total assets	$	44,535		$	33,463
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	3,529		$	2,459
Income taxes payable		15			42
Accrued expenses		1,171			753
Customer advances		1,601			1,285
Revolving line of credit		1,620			3,750
Current portion of capital lease obligation		188			1,138
Current portion of long-term debt		428			278
Total current liabilities		8,552			9,705
Capital lease obligation, less current portion		3			124
Construction line of credit		1,139			---
Long-term debt, less current portion		7,056			3,124
Subordinated debt, long-term		5,754			---
Deferred income taxes		1,922			1,612
Shareholders' equity:
Preferred Shares:
Authorized shares - 1,000,000
Issued and outstanding shares - none		---			---
Common Shares:
Authorized shares - 19,000,000
Issued and outstanding shares - 4,831,460 and
4,578,516		1,168			1,014
Additional paid-in capital		11,122			10,521
Retained earnings		7,873			7,411
Accumulated other comprehensive loss		(54	)		(48	)
Total shareholders' equity		20,109			18,898
Total liabilities and shareholders' equity	$	44,535		$	33,463

See accompanying notes to consolidated financial statements.

–  3  –

BIOANALYTICAL SYSTEMS, INC.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(in thousands)
(Unaudited)

	Preferred Shares		Common Shares		Additional Paid-In Capital		Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Total Shareholders Equity
Balance at September 30, 2002	$	---	$	1,014	$	10,521	$	7,411		$	(48	)	$	18,898
Comprehensive income (loss)
Net income		---		---		---		275			---			275
Other comprehensive loss:
Foreign currency
translation adjustments		---		---		---		---			(1	)		(1	)
Total comprehensive income														274
Exercise of stock options		---		3		16		---			---			19
Balance at December 31, 2002		---		1,017		10,537		7,686			(49	)		19,191
Comprehensive income (loss)
Net income		---		---		---		(167	)		---			(167	)
Other comprehensive loss:
Foreign currency
translation adjustments		---		---		---		---			1			1
Total comprehensive income														(166	)
Exercise of stock options		---		3		17		---			---			20
Balance at March 31, 2003		---		1,020		10,554		7,519			(48	)		19,045
Total comprehensive income								---						---
Net income		---		---		---		354			---			354
Other comprehensive loss:
Foreign currency
translation adjustments											(6	)		(6	)
Total comprehensive income														348
Issuance of new shares		---		148		568		---			---			716
Balance at June 30, 2003	$	---	$	1,168	$	11,122	$	7,873		$	(54	)	$	20,109

See accompanying notes to consolidated financial statements.

.

–  4  –

BIOANALYTICAL SYSTEMS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except share and per share amounts)
(Unaudited)

	Three Months Ended June 30, 2003			Three Months Ended June 30, 2002			Nine Months Ended June 30, 2003			Nine Months Ended June 30, 2002
Service revenue	$	5,643		$	4,086		$	14,739		$	11,902
Product revenue		2,231			2,490			7,059			8,082
Total revenue		7,874			6,576			21,798			19,984
Cost of service revenue		3,864			3,050			10,840			8,463
Cost of product revenue		858			1,034			2,864			3,326
Total cost of revenue		4,722			4,084			13,704			11,789
Gross profit		3,152			2,492			8,094			8,195
Operating expenses:
Selling		557			621			2,199			2,275
Research and development		305			393			996			1,105
General and administrative		1,436			1,170			3,723			3,275
Total operating expenses		2,298			2,184			6,918			6,655
Operating income		854			308			1,176			1,540
Interest income		1			---			3			2
Interest expense		(148	)		(62	)		(396	)		(177	)
Other income		20			13			79			65
Gain (loss) on sale of property and equipment		49			-			81			(13	)
Income before income taxes		776			259			943			1,417
Income taxes (benefit)		422			(22	)		481			370
Net income	$	354		$	281		$	462		$	1,047
Basic and diluted net income per common share and
common equivalent share	$	.08		$	.06		$	.10		$	.23
Basic weighted average common shares outstanding
		4,605,118			4,578,261			4,594,993			4,575,146
Diluted weighted average common and common
equivalent shares outstanding		4,608,541			4,614,622			4,615,530			4,620,150

See accompanying notes to consolidated financial statements.

–  5  –

BIOANALYTICAL SYSTEMS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(Unaudited)

	Nine Months Ended June 30, 2003			Nine Months Ended June 30, 2002
Operating activities:
Net income	$	462		$	1,047
Adjustments to reconcile net income to net cash (used) provided by
operating activities:
Depreciation and amortization		1,783			1,478
Loss (gain) on sale of property and equipment		(81	)		13
Deferred income taxes		242			293
Changes in operating assets and liabilities:
Accounts receivable		605			(257	)
Inventories		255			(321	)
Prepaid expenses and other assets		153			(165	)
Accounts payable		(476	)		(295	)
Income taxes payable		(92	)		(273	)
Accrued expenses		1			(455	)
Customer advances		(141	)		(842	)
Net cash provided (used) by operating activities		2,711			(223	)
Investing activities:
Capital expenditures		(4,077	)		(3,786	)
Proceeds from sale of property and equipment		1,023			---
Payments for purchase of net assets from LC Resources, Inc. net
of cash acquired		(163	)		---
Payments for purchase of net assets from Pharmakinetics Laboraties,
Inc. net of cash acquired		(816	)		---
Net cash used by investing activities		(4,033	)		(3,786	)
Financing activities:
Borrowings on line of credit		3,826			3,774
Payments on line of credit		(5,955	)		(707	)
Borrowings on construction line of credit		3,343			---
Payments on capital lease obligations		(1,071	)		(175	)
Borrowings of long-term debt		5,410			680
Payments of debt issue costs		(460	)		---
Payments of long-term debt		(3,658	)		(183	)
Net proceeds from the exercise of stock options		39			17
Net cash provided by financing activities		1,474			3,406
Effects of exchange rate changes		(6	)		(8	)
Net increase (decrease) in cash and cash equivalents		146			(165	)
Cash and cash equivalents at beginning of period		826			374
Cash and cash equivalents at end of period	$	972		$	209

See accompanying notes to consolidated financial statements.

–  6  –

BIOANALYTICAL SYSTEMS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

(1)    DESCRIPTION OF THE BUSINESS

Bioanalytical Systems, Inc. and its subsidiaries (“BASi”) engage in drug development services, consulting and research related to analytical chemistry and chemical instrumentation. BASi also manufactures and markets scientific instruments for use in the determination of trace amounts of organic compounds in biological, environmental and industrial materials. BASi also sells its equipment and software for use in industrial, government and academic laboratories. BASi customers are located throughout the world.

(2)    INTERIM FINANCIAL STATEMENT PRESENTATION AND STOCK BASED COMPENSATION

The accompanying interim financial statements are unaudited and have been prepared by BASi pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements, and therefore these consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements, and the notes thereto, for the year ended September 30, 2002. In the opinion of management, the consolidated financial statements for the nine months ended June 30, 2003 and 2002 include all adjustments, consisting only of normal and recurring adjustments, which are necessary for a fair presentation of the results of the interim periods. The results of operations for the nine months ended June 30, 2003 are not necessarily indicative of the results for the year ending September 30, 2003.

At June 30, 2003, BASi had four stock-based employee compensation plans, which are described more fully in Note 8 of the annual report of BASi on Form 10-K for the year ended September 30, 2002. BASi accounts for these plans under the recognition and measurement principals of APB Opinion No. 25, “Accounting for Stock Issued to Employees”, and related Interpretations. No stock-based employee compensation cost is reflected in the net income of BASi, as all options granted under these plans had an exercise price equal to the market value of the underlying common stock on the date of grant. The following table illustrates the effect on net income and earnings per share if BASi had applied the fair value recognition provisions of Financial Accounting Standards Board (“FASB”) Statement No. 123, “Accounting for Stock-Based Compensation”, to stock-based employee compensation.

(in thousands, except per share data)	Three Months Ended June 30, 2003		Three Months Ended June 30, 2002		Nine Months Ended June 30, 2003		Nine Months Ended June 30, 2002
Net income as reported	$	354	$	281	$	462	$	1047
Deduct: Total stock-based employee
compensation expense determined
under fair value based method for
all awards, net of related tax
effects		5		5		15		15
Pro forma net income	$	349	$	276	$	447	$	1032
Earnings per share:
Basic and diluted - as reported	$	.08	$	.06	$	.10	$	.23
Basic and diluted - pro forma	$	.08	$	.06	$	.10	$	.23

–  7  –

(3)    NEW ACCOUNTING PRONOUNCEMENTS

As of October 1, 2002, BASi adopted Statement of Financial Accounting Standards (“SFAS”) No. 142, “Goodwill and Other Intangible Assets”. Pursuant to the provisions of SFAS No. 142 BASi stopped amortizing goodwill as of October 1, 2002 and will perform an impairment test on its goodwill at least annually. During the second quarter of 2003, BASi completed the transitional impairment test required under SFAS No. 142. The initial step of the impairment test was to identify potential goodwill impairment by comparing the fair value of BASi’s reporting units to their carrying values, including the applicable goodwill. These fair values were determined by calculating the discounted free cash flow expected to be generated by each reporting unit taking into account what BASi considers to be the appropriate industry and market rate assumptions. If the carrying value exceeded the fair value, then a second step was performed, which compared the implied fair value of the applicable reporting unit’s goodwill with the carrying amount of that goodwill, to measure the amount of goodwill impairment, if any. As a result of the initial transitional impairment test, BASi determined that no goodwill impairment existed at October 1, 2002.

In addition to performing the required transitional impairment test on BASi’s goodwill, SFAS No. 142 required BASi to reassess the expected useful lives of existing intangible assets including patents and licenses for which the useful life is determinable. (See note 7 for cost and accumulated amortization). BASi incurred no impairment charges as a result of SFAS No. 142 for intangibles with determinable useful lives which are subject to amortization.

The following table shows BASi’s 2002 results presented on a comparable basis to the 2003 results, adjusted to exclude amortization expense related to goodwill (in thousands, except per share data):

	Three Months Ended June 30, 2003		Three Months Ended June 30, 2002		Nine Months Ended June 30, 2003		Nine Months Ended June 30, 2002
Net income - as reported	$	354	$	281	$	462	$	1,047
Goodwill amortization		---		26		---		53
Net income - as adjusted	$	354	$	307	$	462	$	1,100
Basic and diluted per share:
Net income - as reported	$	.08	$	.06	$	.10	$	.23
Goodwill amortization	$	---	$	.01	$	---	$	.01
Net income - as adjusted	$	.08	$	.07	$	.10	$	.24

The sum of the net income per common share may not equal the annual net income per share due to interim quarter rounding.

Effective January 1, 2003, BASi adopted FASB Interpretation No. (“FIN”) 45, “Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others.” FIN 45 elaborates on the disclosures that must be made by a guarantor in its interim and annual financial statements about its obligations under certain guarantees. It also clarifies that a guarantor is required to recognize, at the inception of a guarantee, a liability for the fair value of the obligation undertaken in issuing the guarantee. The initial recognition and measurement provisions of FIN 45 apply on a prospective basis to certain guarantees and indemnifications issued or modified after December 31, 2002. Accordingly, any contractual guarantees or indemnifications BASi issues or modifies subsequent to December 31, 2002 will be evaluated and, if required, a liability for the fair value of the obligation undertaken will be recognized. The adoption of FIN 45 did not have a material effect on BASi’s financial position or results of operations during the third quarter.

In January 2003, the FASB issued FIN 46, “Consolidation of Variable Interest Entities, an Interpretation of Accounting Research Bulletin (“ARB”) No. 51.” FIN 46 requires a variable interest entity (“VIE”) to be consolidated by the primary beneficiary of the entity under certain circumstances. FIN 46 is effective for all new VIEs created or acquired after January 31, 2003. For VIEs created or acquired prior to February 1, 2003, the provisions of FIN 46 must be applied for the first interim or annual period beginning after June 15, 2003. Based on its preliminary review of its interests in other entities, BASi does not expect that the adoption of FIN 46 will have a material impact its financial position or results of operations.

–  8  –

(4)    ACQUISITIONS

On December 13, 2002, BASi acquired LC Resources, Inc. (“LCR”), a privately-held company based in Walnut Creek, California. BASi purchased all of the outstanding shares of LCR for $2,000,000 in cash and subordinated notes. BASi paid cash of $176,000, including acquisition costs, at closing and issued subordinated notes in the principal amount of $2,250,000. Following an adjustment in the purchase price required by the terms of the acquisition agreement, the principal amount of the notes was adjusted (as of the closing date) to $1,800,000, and BASi paid the sellers an additional $75,000 in cash. The notes bear interest at 10% per annum, and mature on October 1, 2007. The holders of the notes have the option to require BASi to repay up to 20% of the outstanding principal balance each October 1 prior to maturity, commencing October 1, 2003. Holders of $1,258,650 in aggregate principal amount of these notes have notified BASi that they will require payments of 20% of the outstanding principal of their notes plus accrued interest on October 1, 2003. These notes are subordinate to BASi’s bank debt.

The acquisition was accounted for using the purchase method of accounting as required by Statement of Financial Accounting Standards No. 141, “Business Combinations.” The purchase price has been allocated to the estimated fair values of net assets acquired based on management’s estimate. The allocation of the purchase price is preliminary and subject to change pending the completion of management's analysis, including an assessment of the fair value of LCR owned properties and of any identifiable intangible assets required to be accounted for apart from goodwill. The excess preliminary purchase price has been allocated to goodwill in the amount of $1,351,000 and the results of operations of LCR have been included with those of BASi since the date of the acquisition. LCR has recently been renamed BASi Northwest Laboratories, Inc.

On May 26, 2003, Pharmakinetics Laboratories, Inc. (“PKLB”) became a majority owned subsidiary through the conversion of $791,000 in convertible notes receivable to 4,992,300 shares of PKLB common stock, representing a 67% interest. On June 30, 2003, BASi completed its acquisition of PKLB through the exchange of approximately 228,857 shares of BASi common stock valued at $1,179,000 for all of the outstanding common stock and Class B preferred stock of PKLB, and the issuance of $4,000,000 of 6% convertible notes due 2009 (“6% Notes”) for all of PKLB’s Class A redeemable preferred stock. The 6% Notes do not bear interest for the first year after their date of issuance and are convertible at any time after the first anniversary of the date of issuance into approximately 249,990 shares of BASi common stock. BASi paid cash aggregating $1,505,000, representing acquisition costs and cash advances made to PKLB from June 2002 through May 2003.

PKLB, a public company based in Baltimore, Maryland, provides clinical research and development services to the pharmaceutical and biotechnology industries in the development of prescription and non-prescription drug products. PKLB has been renamed BASi Baltimore, Inc. The acquisition was accounted for using the purchase method of accounting as required by SFAS No. 141, “Business Combinations.” The purchase price has been allocated to the estimated fair values of net assets acquired based on management’s estimate. The allocation of the purchase price is preliminary and subject to change pending the completion of management’s analysis, including an assessment of the fair value of PKLB owned properties and of any identifiable intangible assets required to be accounted for apart from goodwill. The purchase price has been allocated (preliminary) as follows:

Current assets	$	626
Property and equipment		6,321
Goodwill		1,494
Total assets		8,441
Liabilities		2,206
	$	6,235

The results of operations of PKLB have been included with those of BASi since May 26, 2003. Pro forma revenue, net income (loss) and income (loss) per share information is as follows (in thousands, except per share data):

	Three Months Ended June 30, 2003		Three Months Ended June 30, 2002			Nine Months Ended June 30, 2003			Nine Months Ended June 30, 2002
Revenue	$	8,536	$	7,545		$	24,510		$	24,600
Net income (loss)	$	18	$	(489	)	$	(902	)	$	36
Earnings (loss) per share:
Basic and diluted	$	.00	$	(.10	)	$	(.19	)	$	.01

–  9  –

(5)    INVENTORIES

Inventories consisted of (in thousands):

	June 30, 2003			September 30, 2002
Raw materials	$	1,281		$	1,347
Work in progress		360			339
Finished goods		930			1,091
		2,571			2,777
LIFO reserve		(153	)		(153	)
	$	2,418		$	2,624

(6)    DEBT

BASi has a revolving line of credit which expires September 30, 2005. The maximum amount available under the terms of the agreement is $6,000,000, with outstanding borrowings limited to the borrowing base as defined in the agreement. Interest accrues monthly on the outstanding balance at the bank’s prime rate to prime rate plus 125 basis points or at the Eurodollar rate plus 200 to 350 basis points, as elected by BASi, depending upon certain financial ratios (4.00% at June 30, 2003). BASi pays a fee equal to 25 to 50 basis points, depending on certain financial ratios, on the unused portion of the line of credit.

BASi has a $5,410,000 commercial mortgage with a bank. The mortgage note requires 119 monthly principal payments of $22,542 plus interest, followed by a final payment for the unpaid principal amount of $2,727,502 due November 1, 2012. Interest is charged at the prime rate (4.00% at June 30, 2003).

BASi has a $2,250,000 construction loan with a bank which expires November 1, 2012. Proceeds from this loan will be used to fund the expansion of BASi’s facilities in West Lafayette, Indiana. The loan requires interest payments only until completion of the project in West Lafayette, Indiana. Interest is charged at the prime rate (4.00% at June 30, 2003).

BASi had a $2,340,000 construction loan with a bank. BASi utilized $2,221,000 of the amount available which was converted to a term loan effective April 1, 2003. Proceeds from this loan were used to fund the expansion of BASi’s facilities in Evansville, Indiana. The loan requires 60 monthly principal and interest payments of $16,712 with the balance to be paid on April 1, 2008. Interest is charged at the prime rate (4.00% at June 30, 2003).

BASi has $5,754,000 in subordinated notes payable issued in connection with the acquisitions of LCR and PKLB (see Note 4).

(7)    SEGMENT INFORMATION

BASi operates in two principal segments – analytical services and analytical products. BASi’s analytical services unit provides drug development support on a contract basis directly to pharmaceutical companies. BASi’s products unit provides liquid chromatography, electrochemical and physiological monitoring products to pharmaceutical companies, universities, government research centers and medical research institutions. BASi evaluates performance and allocates resources based on these segments.

–  10  –

The following table presents required segment information:

(in thousands)	Three Months Ended June 30, 2003			Three Months Ended June 30, 2002			Nine Months Ended June 30, 2003			Nine Months Ended June 30, 2002
Operating income:
Services	$	546		$	123		$	739		$	885
Products		308			185			437			655
Total operating income		854			308			1,176			1,540
Corporate expenses		(78	)		(49	)		(233	)		(123	)
Income before income taxes
	$	776		$	259		$	943		$	1,417
(in thousands)	June 30, 2003			September 30, 2002
Carrying amounts of goodwill:
Services	$	3,392		$	510
Products		374			374
Goodwill	$	3,766		$	884
(in thousands)	June 30, 2003			September 30, 2002
Carrying amounts of definite-lived intangible assets
Products:
Patents and licenses	$	320		$	311
Less accumulated amortization		116			88
Patents and licenses	$	204		$	223
The are no intangible assets associated with the services segment.
(in thousands)	June 30, 2003			September 30, 2002
Carrying amounts of identifiable assets
Services	$	30,225		$	22,255
Products		14,310			11,208
Total assets	$	44,535		$	33,463

–  11  –

ITEM 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This Form 10-Q may contain “forward-looking statements,” within the meaning of Section 27A of the Securities Act of 1933, as amended, and/or Section 21E of the Securities Exchange Act of 1934, as amended. Those statements may include, but are not limited to, discussions regarding BASi’s intent, belief or current expectations with respect to (i) BASi’s strategic plans; (ii) BASi’s future revenues or profitability; (iii) BASi’s capital requirements; (iv) industry trends affecting the Company’s financial condition or results of operations; (v) the Company’s sales or marketing plans; or (vi) BASi’s growth strategy. Investors in BASi’s Common Shares are cautioned that reliance on any forward-looking statement involves risks and uncertainties, including the risk factors contained in Exhibit 99.1 to BASi’s annual report on Form 10-K for the year ended September 30, 2002. Although the Company believes that the assumptions on which the forward-looking statements contained herein are based are reasonable, any of those assumptions could prove to be inaccurate, and as a result, the forward-looking statements based upon those assumptions also could be incorrect. In light of the uncertainties inherent in any forward-looking statement, the inclusion of a forward-looking statement herein should not be regarded as a representation by the Company that BASi’s plans and objectives will be achieved.

RESULTS OF OPERATIONS

Three Months Ended June 30, 2003 Compared With Three Months Ended June 30, 2002

Total revenue for the three months ended June 30, 2003 increased 19.7% to $7,874,000 from $6,576,000 for the three months ended June 30, 2002. The net increase of $1,298,000 was primarily due to an increase in service revenue to $5,643,000 for the three months ended June 30, 2003 from $4,086,000 for the three months ended June 30, 2002, primarily as a result of the operation of LC Resources, Inc. The impact of the increase in service revenue was partially offset by a $259,000 decrease in product revenue from the comparable period in 2002.

Total cost of revenue for the three months ended June 30, 2003 increased 15.6% to $4,722,000 from $4,084,000 for the three months ended June 30, 2002. This increase of $638,000 was primarily due to increased costs of service revenue associated with the operation of LC Resources, Inc. and an increase in the costs of bioanalytical services in the United Kingdom. Costs of service revenue decreased to 68.5% of service revenue for the three months ended June 30, 2003 from 74.6% for the three months ended June 30, 2002, primarily due to increased revenue associated with the acquisition of LC Resources, Inc. and an increase in the revenue of bioanalytical services in the United States. Cost of product revenue decreased to 38.5% of product revenue for the three months ended June 30, 2003 from 41.5% for the three months ended June 30, 2002, primarily due to a change in product mix.

Selling expenses for the three months ended June 30, 2003 decreased 10.3% to $557,000 from $621,000 for the three months ended June 30, 2002. Selling expenses decreased $64,000 due to decreased advertising expense, and the relocation of the United Kingdom instrument sales office. Research and development expenses, which are net of grant reimbursements, for the three months ended June 30, 2003 decreased 22.4% to $305,000 from $393,000 for the three months ended June 30, 2002. The decrease of $88,000 is primarily due to a reallocation of certain research and development personnel. General and administrative expenses for the three months ended June 30, 2003 increased 22.7% to $1,436,000 from $1,170,000 for the three months ended June 30, 2002, primarily as a result of increases in professional fees and outside services. As a result of the foregoing, total operating expenses increased $114,000, or 5.2%, to $2,298,000 for the three months ended June 30, 2003 from $2,184,000 for the three months ended June 30, 2002.

Other expense, net, was $78,000 in the three months ended June 30, 2003, as compared to $49,000 in the three months ended June 30, 2002, primarily as a result of increased interest expense due to increased debt.

BASi’s effective tax rate for the three months ended June 30, 2003 was 54.4% compared to 8.5% (tax benefit) for the three months ended June 30, 2002. In the third quarter, BASi changed its estimated annual effective tax rate from 35% to 51% due to the impact of nondeductible foreign losses. The effect of this change resulted in an increase in income tax expense of $150,000 ($0.03 per share) for the three months ended June 30, 2003.

–  12  –

Nine Months Ended June 30, 2003 Compared With Nine Months Ended June 30, 2002

Total revenue for the nine months ended June 30, 2003 increased 9.1% to $21,798,000 from $19,984,000 for the nine months ended June 30, 2002. The net increase of $1,814,000 was primarily due to an increase in service revenue to $14,739,000 for the nine months ended June 30, 2003 from $11,902,000 for the nine months ended June 30, 2002, primarily as a result of an increase in bioanalytical services in the United States. The increase in service revenue was partially offset by a decline in product revenue of $1,023,000 from the comparable period in 2002, which was due primarily to lower sales volume of Culex units in fiscal 2003.

Total cost of revenue for the nine months ended June 30, 2003 increased 16.2% to $13,704,000 from $11,789,000 for the nine months ended June 30, 2002. This increase of $1,915,000 was primarily due to increased costs of service revenue related to the additional contract services provided by the bioanalytical services group. Costs of service revenue increased to 73.5% of services revenue for the nine months ended June 30, 2003 from 71.1% for the nine months ended June 30, 2002, primarily due to increased costs associated with the operation of LC Resources, Inc. and an increase in the costs of bioanalytical services in the United Kingdom. Cost of product revenue decreased to 40.6% of product revenue for the nine months ended June 30, 2003 from 41.2% for the nine months ended June 30, 2002, primarily due to a change in product mix.

Selling expenses for the nine months ended June 30, 2003 decreased 3.3% to $2,199,000 from $2,275,000 for the nine months ended June 30, 2002. Selling expenses decreased $76,000 due to decreased advertising and the relocation of the UK instrument sales office. Research and development expenses, which are net of grant reimbursements, for the nine months ended June 30, 2003 decreased 9.9% to $996,000 from $1,105,000 for the nine months ended June 30, 2002. General and administrative expenses for the nine months ended June 30, 2003 increased 13.7% to $3,723,000 from $3,275,000 for the nine months ended June 30, 2002, primarily as a result of increases in professional fees and outside services. As a result of the foregoing, total operating expenses increased $263,000, or 4.0%, to $6,918,000 for the nine months ended June 30, 2003 from $6,655,000 for the nine months ended June 30, 2002.

Other expense, net, was $233,000 in the nine months ended June 30, 2003, as compared to $123,000 in the nine months ended June 30, 2002, primarily as a result of increased interest expense due to increased debt.

BASi’s effective tax rate for the nine months ended June 30, 2003 was 51.0% compared to 26.1% for the nine months ended June 30, 2002. In the third quarter, BASi changed its estimated annual effective tax rate from 35% to 51% due to the impact of nondeductible foreign losses. The effect of this change resulted in an increase in income tax expense of $150,000 ($0.03 per share) for the nine months ended June 30, 2003.

LIQUIDITY AND CAPITAL RESOURCES

Comparative Cash Flow Analysis

Since its inception, BASi’s principal sources of cash have been cash flow generated from operations and funds received from bank borrowings and other financings. At June 30, 2003, BASi had cash and cash equivalents of $972,000, compared to cash and cash equivalents of $826,000 at September 30, 2002.

BASi’s net cash provided by operating activities was $2,711,000 for the nine months ended June 30, 2003. Cash provided by operations during the nine months ended June 30, 2003 consisted of net income of $462,000, non-cash charges of $1,944,000 and a net increase of $305,000 in operating assets and liabilities. The most significant item affecting the change in operating assets and liabilities was a decrease in accounts receivable of $605,000.

Cash used by investing activities decreased to $4,033,000 for the nine months ended June 30, 2003 from $3,786,000 for the nine months ended June 30, 2002, primarily due to the acquisition of LC Resources, Inc. and PharmaKinetics Laboratories, Inc. Cash provided by financing activities for the nine months ended June 30, 2003 was $1,474,000, due to additional borrowings on the line of credit, the construction line and increased long-term debt.

–  13  –

Capital Resources

Total expenditures by BASi for property and equipment were $4,077,000 and $3,786,000 for the nine months ended June 30, 2003 and 2002, respectively. Expenditures made in connection with the expansion of BASi’s operating facilities in West Lafayette and Evansville, Indiana and in the United Kingdom and purchases of laboratory equipment account for the largest portions of these expenditures in each period. The capital investments relate to the purchase of additional laboratory equipment corresponding to anticipated increases in research services to be provided by BASi. BASi expects to make other investments to expand its operations through internal growth and strategic acquisitions, alliances and joint ventures.

During 2001, BASi commenced construction to expand its preclinical facilities in Evansville, Indiana. Construction of these preclinical facilities was completed during the nine months ended June 30, 2003. During 2002, BASi began expanding its facilities in West Lafayette, Indiana. Construction on the West Lafayette facilities is expected to have a total cost of $4,000,000. BASi obtained bank financing for each of these construction projects.

On December 13, 2002, BASi acquired LC Resources, Inc. (“LCR”), a privately-held company based in Walnut Creek, California. BASi purchased all of the outstanding shares of LCR for $2,000,000 in cash and subordinated notes. BASi paid cash of $176,000, including acquisition costs, at closing and issued subordinated notes in the principal amount of $2,250,000. Following an adjustment in the purchase price required by the terms of the acquisition agreement, the principal amount of the notes was adjusted (as of the closing date) to $1,800,000, and BASi paid the sellers an additional $75,000 in cash. The notes bear interest at 10% per annum, and mature on October 1, 2007. The holders of the notes have the option to require BASi to repay up to 20% of the outstanding principal balance each October 1 prior to maturity, commencing October 1, 2003. Holders of $1,258,650 in aggregate principal amount of these notes have notified BASi that they will require payments of 20% of the outstanding principal of their notes plus accrued interest on October 1, 2003. These notes are subordinate to BASi’s bank debt.

On May 26, 2003, Pharmakinetics Laboratories, Inc. (“PKLB”) became a majority owned subsidiary through the conversion of $791,000 in convertible notes receivable to 4,992,300 shares of PKLB common stock, representing a 67% interest. On June 30, 2003, BASi completed its acquisition of PKLB through the exchange of approximately 228,857 shares of BASi common stock valued at $1,179,000 for all of the outstanding common stock and Class B preferred stock of PKLB, and the issuance of $4,000,000 of 6% convertible notes payable due 2009 (“6% Notes”) for all of PKLB’s Class A redeemable preferred stock. The 6% Notes are convertible into approximately 249,990 shares of BASi common stock. BASi paid cash aggregating $1,505,000, representing acquisition costs and cash advances made to PKLB from June 2002 through May 2003.

Now that the merger has been completed, BASi expects to expend additional amounts to pay trade payables and other obligations of PKLB and to fund PKLB’s continuing operations. BASi intends to fund these expenses using cash from operations and borrowings under its line of credit. BASi’s credit agreement also requires BASi to sell the Baltimore, Maryland real property within 180 days following its acquisition of PKLB. BASi intends to use the net proceeds from the sale to pay down the line of credit. BASi management believes that the sale of the building will enable it to fund PKLB operations until such time as the cash flow generated from those operations becomes adequate to support the operations.

On October 29, 2002, BASi obtained new credit agreements with two different banks that completely refinanced and replaced all outstanding bank debt arrangements that were in place at September 30, 2002. These new credit agreements provide for a $6,000,000 revolving line of credit with a bank and a mortgage note and two construction term loans payable with another bank aggregating $10,000,000. Borrowings under these new credit agreements are collateralized by substantially all assets related to BASi’s operations, all common stock of BASi’s United States subsidiaries and 65% of the common stock of its non-United States subsidiaries, and the assignment of a life insurance policy on BASi’s Chairman and CEO. Under the terms of these credit agreements, BASi has agreed to restrict advances to foreign subsidiaries, limit additional indebtedness and capital expenditures as well as to comply with certain financial covenants outlined in the borrowing agreements. These financial covenants include: maintenance of a certain ratio of interest bearing indebtedness (not including subordinated debt) to earnings before income taxes, depreciation, amortization, and interest expense (“EBITDA”); maintenance of a certain ratio of total indebtedness to tangible net worth and subordinated debt; maintenance of a certain ratio of EBITDA to certain identified fixed charges; maintenance of a certain ratio of current assets to current liabilities; limits on the amount of capital expenditures that can be made using funds other than long-term indebtedness in a single fiscal year; and maintenance of a certain ratio of net cash flow to debt servicing requirements. These credit agreements contain cross-default provisions.

BASi’s revolving line of credit expires September 30, 2005. The maximum amount available under the terms of the agreement is $6,000,000 with outstanding borrowings limited to the borrowing base as defined in the agreement. Interest accrues monthly on the outstanding balance at the bank’s prime rate to prime rate plus 125 basis points, or at the Eurodollar rate plus 200 to 350 basis points, as elected by BASi, depending upon the ratio of BASi’s interest bearing indebtedness (less subordinated debt) to EBITDA. BASi pays a fee equal to 25 to 50 basis points, depending upon the same financial ratio, on the unused portion of the line of credit.

–  14  –

BASi has a $5,410,000 commercial mortgage with a bank. The mortgage note requires 119 monthly principal payments of $22,542 plus interest, followed by a final payment for the unpaid principal amount of $2,727,502 due November 1, 2012. Interest is charged at the prime rate. BASi has a $2,250,000 construction loan with the same bank, which expires November 1, 2012. The loan requires interest payments only until completion of the project in West Lafayette, Indiana. Interest is charged at the prime rate. BASi had a $2,340,000 construction loan with a bank. BASi utilized $2,221,000 of the amount available which was converted to a commercial mortgage effective April 1, 2003. Proceeds from this loan were used to fund the expansion of BASi’s facilities in Evansville, Indiana. The loan requires 60 monthly principal and interest payments of $16,712 with the balance to be paid on April 1, 2008. Interest is charged at the prime rate (4.00% at June 30, 2003). On November 15, 2002, BASi obtained a $1,500,000 lease line for equipment with a bank. At June 30, 2003, $1,090,000 was utilized under the terms of operating leases requiring 60 payments of $17,820.

To obtain the foregoing new credit agreements, BASi entered into an agreement with Periculum Capital Company, LLC (“Periculum”). Under the terms of the agreement, BASi paid $300,000 in fees to Periculum upon closing of the refinancing.

Liquidity

BASi is required to make cash payments in the future on debt and lease obligations. The following table summarizes BASi’s contractual term debt and lease obligations at June 30, 2003 and the effect such obligations are expected to have on its liquidity and cash flows in future periods (amounts in thousands).

	Payments due for fiscal years ending September 30:
	2003		2004-2005		2006-2007		After 2007		Total
Mortgage notes payable	$	316	$	943	$	943	$	5,385	$	7,587
Subordinated debt		75		252		---		5,552		5,879
Capital lease obligations		265		69		---		---		334
Operating leases		474		617		432		36		1,559
	$	1,130	$	1,881	$	1,375	$	10,973	$	15,359

BASi’s borrowings under its revolving line of credit for working capital needs and borrowings to fund capital expenditures using construction loans will each affect BASi’s liquidity and cash flows in future periods. These obligations are not reflected in the above schedule. The covenants in BASi’s credit agreement requiring the maintenance of certain ratios of interest bearing indebtedness (not including subordinated debt) to EBITDA and net cash flow to debt servicing requirements may restrict the amount BASi can borrow to fund future operations, acquisitions and capital expenditures.

During the first quarter of fiscal 2003, BASi borrowed additional funds to continue construction on its West Lafayette expansion project. In order to better assure compliance with the covenants in the credit agreement, construction on this project was delayed until May of 2003. The commencement of construction has required BASi to incur additional indebtedness. BASi has formulated and begun to implement a plan to reduce debt and improve its cash flow to better enable it to satisfy the credit agreement covenants in the future. The plan includes, but is not limited to, the sale of real estate assets in West Lafayette. BASi believes that delaying construction of the West Lafayette project reduced pressure on cash flow. By temporarily halting construction, BASi has been able to maintain leverage at current, acceptable levels, although delaying the construction project also resulted in a delay in the income expected from the facility. Furthermore, delaying construction also allowed BASi to defer hiring the additional employees necessary to staff the new facility. BASi has also begun to implement headcount reductions and other cost saving measures at its West Lafayette facility. BASi has reduced headcount by electing not to replace certain terminated employees and by reducing the hours of several formerly full-time employees. As an additional cost saving measure, all salaries have been frozen indefinitely and certain employees have elected to take temporary pay cuts. BASi has also implemented capital expenditure reductions and has limited the amount of business travel made by employees. BASi believes continued compliance with loan covenants will be achieved.

–  15  –

BASi issued additional subordinated debt of approximately $4,000,000 in connection with the acquisition of PKLB. Interest does not begin to accrue on the indebtedness until June 30, 2004 and the first interest payment is due on July 15, 2004. This indebtedness does not affect BASi’s compliance with the leverage covenant in its credit agreement. However, as discussed above, BASi has used cash from operations and amounts available under its credit agreement to pay trade payables and other obligations of PKLB and to fund PKLB’s future operations. To offset these requirements, BASi's credit agreement requires it to sell a building owned by PKLB, located in Baltimore, Maryland.

Based on its current business activities, BASi believes cash generated from its operations, amounts available under its existing bank line of credit and credit facility, and the proposed action plan will be sufficient to fund BASi’s short and long-term working capital and capital expenditure requirements for the foreseeable future and through September 30, 2004.

Inflation

BASi believes that inflation has not had a material adverse effect on its business, operations or financial condition.

New Accounting Pronoucements

Please refer to the Notes to Consolidated Financial Statements for a discussion of recently issued accounting standards.

ITEM 3.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

BASi’s primary market risk exposure with regard to financial instruments is changes in interest rates. The credit agreement between BASi and The Provident Bank dated October 29, 2002 bears interest at a rate of either the bank’s prime rate plus 0 to 125 basis points, or at Eurodollar rate plus 200 to 350 basis points, depending in each case upon the ratio of BASi’s interest-bearing indebtedness (less subordinated debt) to EBITDA, at BASI’s option. BASi also has construction loans and a commercial mortgage which bear interest at the prime rate. Historically, BASi has not used derivative financial instruments to manage exposure to interest rate changes. BASi estimates that a hypothetical 10% adverse change in interest rates would not affect the consolidated operating results of BASi by a material amount.

BASi operates internationally and is, therefore, subject to potentially adverse movements in foreign currency rates change. The effect of movements in the exchange rates was not material to the consolidated operating results of BASi in fiscal years 2002 and 2001. BASi estimates that a hypothetical 10% adverse change in foreign currency exchange rates would not affect the consolidated operating results of BASi by a material amount.

ITEM 4.    CONTROLS AND PROCEDURES

Based on their most recent evaluation, BASi’s Chief Executive Officer and Chief Financial Officer believe BASi’s disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) were effective as of June 30, 2003. Except as disclosed in the following sentences, there were no significant changes in BASi’s internal controls over financial reporting that have materially affected, or are reasonable likely to materially affect the company’s internal control over financial reporting subsequent to the date of their evaluation, and there were no significant deficiencies or material weaknesses which required corrective actions. On July 21, 2003, the controller of BASi gave notice that she intended to resign. Subsequently, the controller has worked on a part-time basis to assist in the preparation of this Form 10-Q. BASi is currently searching for a new controller.

–  16  –

PART II — OTHER INFORMATION

ITEM 6.    EXHIBITS AND REPORTS ON FORM 8-K

        (a)        Exhibits

Number assigned
in Regulation S-K
Item 601 Description of Exhibits

(2) 2.1 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).

2.2 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).

2.3 Amendment No. 3 to the Agreement and Plan of Merger dated as of November 21, 2002, by and among PharmaKinetics Laboratories, Inc., Bioanalytical Systems, Inc. and PI Acquisition Corp., dated as of April 15, 2003 (incorporated by reference to Exhibit 10.1 to Form 8-K filed April 16, 2003).

(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 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 Form of 10% Subordinated Note due 2007.

4.3 Form of 6% Subordinated Convertible Note due 2008 (incorporated by reference to Form 8K filed November 21, 2002).

(10) 10.1 First Amendment to Credit Agreement

(11) 11.1 Statement Regarding Computation of Per Share Earnings.

–  17  –

(31) 31.1 Amended Certification of Chief Executive Officer dated August 19, 2003.

31.2 Amended Certification of Chief Financial Officer dated August 19, 2003.

31.3 Certification of Chief Executive Officer dated August 20, 2003.

31.4 Certification of Chief Financial Officer dated August 20, 2003.

(32) 32.1 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

(99) 99.1 Risk factors (incorporated by reference to Exhibit 99.1 to Form 10-K for the year ended September 30, 2002).

        (b)         Reports on Form 8-K

Form 8-K filed April 16, 2003 reporting under itmes 5 and 7.
Form 8-K filed May 9, 2003 reporting under itmes 5.
Form 8-K filed May 15, 2003 reporting under itmes 5 and 7.
Form 8-K filed May 22, 2003 reporting under itmes 7 and 9.
Form 8-K filed May 29, 2003 reporting under itmes 5 and 7.

–  18  –

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized:

BIOANALYTICAL SYSTEMS, INC.



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

Date:  August 20, 2003



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

Date:  August 20, 2003

–  19  –

EX-4

Exhibit 4.2

THIS SUBORDINATED NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE OR OTHER SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD, PLEDGED, TRANSFERRED OR ASSIGNED (i) EXCEPT PURSUANT TO REGISTRATION THEREOF UNDER SUCH LAWS, OR (ii) UNLESS, IN THE WRITTEN OPINION OF COUNSEL ADDRESSED TO MAKER, FROM COUNSEL REASONABLY SATISFACTORY TO MAKER, THE PROPOSED TRANSFER MAY BE EFFECTED IN COMPLIANCE WITH APPLICABLE SECURITIES LAWS WITHOUT SUCH REGISTRATION.

THIS NOTE IS SUBORDINATED TO CERTAIN SENIOR INDEBTEDNESS OF MAKER. THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF COVENANTS AND AGREES THAT AMOUNTS OWING WITH RESPECT TO THIS NOTE SHALL BE SUBORDINATED IN ACCORDANCE WITH THE PROVISIONS OF SENIOR DEBT (AS DEFINED HEREIN), AND THE HOLDER ACCEPTS AND AGREES TO BE BOUND BY SUCH PROVISIONS.

10% SUBORDINATED NOTE

$                                             Dated:                                            , 2003

        For value received, Bioanalytical Systems, Inc., an Indiana corporation with its principal offices at 2701 Kent Avenue, Purdue Research Park, West Lafayette, Indiana 47906-1382 (“Maker”), hereby promises to pay to the order of [Name of Holder] or [his/her/its] assigns (the “Holder”), at [address] or at such other place as the Holder may direct in writing to the Maker, in lawful money of the United States of America, the principal amount of                             Dollars ($                           ) and interest, as provided herein, all in accordance with the terms hereof and without relief from valuation or appraisement laws. This Amended and Restated 10% Subordinated Note (“Note”) amends and restates that certain 10% Subordinated Note issued by Maker to Holder dated as of December 13, 2002 (the “Original Note”), which Original Note is hereby superseded and replaced in its entirety. This Note is being delivered in connection with the Stock Purchase Agreement by and among the Maker, LC Resources Inc., and the shareholders set forth on the signature pages thereto dated as of December 13, 2002 (the “Purchase Agreement”).

        1.         Maturity Date. Subject to acceleration or earlier payment as provided for elsewhere in this Note, the Maker shall pay to the Holder on October 1, 2007 (the “Maturity Date”), the entire unpaid principal balance of this Note, plus all accrued and unpaid interest through and including the Maturity Date.

        2.         Demand Principal Payments. Commencing on October 1, 2003 and on October 1 of each following year prior to the Maturity Date, the Holder shall have the right, exercisable at its option, to demand the payment of up to twenty percent (20%) of the original principal balance of this Note (each a “Demand Principal Payment”). In order to exercise its right to a Demand Principal Payment, the Holder shall deliver to the Maker written notice of its intent to so exercise its right on or before July 1 of each relevant year (each a “Demand Principal Payment Notice”). Each Demand Principal Payment Notice shall include the name of the Holder and the amount of the Demand Principal Payment to be made. The Maker shall have no obligation to make any Demand Principal Payment for any year in which it has not received a Demand Principal Payment Notice conforming to the preceding sentence on or before July 1 of that year. Each Demand Principal Payment will reduce the principal balance of this Note by the amount of such Demand Principal Payment.

        3.         Interest. Interest on the unpaid principal balance existing from time to time under this Note or the Original Note shall accrue at the rate of ten percent (10%) per annum. Interest shall be calculated on the basis of actual daily balances of outstanding principal for the exact number of days the principal remains outstanding and shall be computed on the basis of a 365-day year. Commencing on October 1, 2003, and on October 1 of each following year prior to the Maturity Date, the Holder shall have the right, exercisable at its option, to demand the payment of up to one hundred percent (100%) of the accrued and unpaid interest as of such date (each a “Demand Interest Payment”). In order to exercise its right to a Demand Interest Payment, the Holder shall deliver to the Maker written notice of its intent to so exercise its right on or before July 1 of each relevant year. Each Demand Interest Payment Notice shall include the name of the Holder and the amount of the Demand Interest Payment to be made; provided, however, that any Demand Interest Payment Notice for a single year may be delivered as part of a Demand Principal Payment Notice delivered that same year (each an “Demand Interest Payment Notice”). The Maker shall have no obligation to pay any Demand Interest Payment for any year in which it has not received a Demand Interest Payment Notice conforming to the preceding sentence on or before July 1 of that year. Each Demand Interest Payment will reduce the amount of the accrued and unpaid interest. Subject to acceleration or earlier payment as provided for elsewhere in this Note, all accrued and unpaid interest shall be due and payable on the Maturity Date.

        4.         Prepayment. Upon ninety (90) days prior written notice delivered to the Holder (a “Prepayment Notice”), the Maker may prepay all or any portion of the unpaid principal balance hereof and accrued interest, without premium or penalty; provided, however, all sums received in prepayment shall first be applied in payment of accrued but unpaid interest, and the excess, if any, shall then be applied to the unpaid principal balance hereof.

        5.         Default and Remedies.

(a) An “Event of Default” under this Note shall mean the occurrence of any of the following events: (i) the Maker defaults in the payment of principal of or interest on this Note when due, whether pursuant to a Demand Principal Payment, a Demand Interest Payment, or otherwise, and the Maker does not cure that default within five (5) days after the due date; (ii) the Maker defaults in the performance of any obligation under this Note (other than the payment described in the immediately preceding clause) and the Maker does not cure that default within thirty (30) days after receipt by the Maker of written notice from the Holder specifying the nature of such default; (iii) the Maker commences proceedings in any court under the United States Bankruptcy Code, or any other debtors’ relief or insolvency act, whether state or federal (the “Bankruptcy Laws”), or any other person commences proceedings under the Bankruptcy Laws against the Maker and those proceedings are not stayed or dismissed within one hundred twenty (120) days (each a “Bankruptcy Default”); or (iv) any Change of Control (as defined below) of the Maker occurs. For purposes of this Section 5(a), the term “Change of Control” shall mean any merger, reorganization or other transaction in which control of the Maker or substantially all of its assets is transferred, the sale of substantially all of the capital stock of the Maker, or any other sale of all or substantially all of the assets of the Maker.

– 2 –

(b) If any Event of Default occurs and is continuing, then the Holder shall have the right and option to declare, by notice in writing sent by registered or certified mail to the Maker, the full unpaid principal balance hereof, together with all accrued and unpaid interest thereon, immediately due and payable without further demand, notice, or presentment for payment; provided, however, that, notwithstanding anything in this Note to the contrary, in the event of a Bankruptcy Default the entire principal balance of and all accrued interest on this Note shall forthwith be due and payable without demand, presentment for payment, protest, notice of protest, notice of intent to accelerate, notice of acceleration and all other notices and further actions of any kind, all of which are hereby expressly waived by the Maker.

(c) If this Note is collected or attempted to be collected by the initiation or prosecution of any suit or through any bankruptcy court, or by any judicial proceeding, or is placed in the hands of attorneys for collection, then the Maker shall pay, in addition to all other amounts owing hereunder, all court costs and reasonable attorney’s fees incurred by the Holder.

        6.         Subordination.

(a) Subordination to Senior Debt. Notwithstanding anything to the contrary contained in this Note, the Maker covenants and agrees, and the Holder by acceptance of this Note likewise covenants and agrees, that the Maker’s indebtedness under this Note shall be junior and subordinate to the Senior Debt (as hereafter defined) to the extent and in the manner set forth in this Section 6, except to the extent otherwise agreed to in writing by the Holder and any Senior Lender (as hereinafter defined) with respect to the Senior Debt held by or payable to that Senior Lender. Each subsection of this Section 6 shall be given independent effect so that if a particular payment or action is prohibited by any one of these subsections, it shall be prohibited although it otherwise would not be prohibited by another subsection.

– 3 –

(b) Default on Senior Debt. The Maker may not make any Payment with respect to this Note or any Distribution of Assets if (i) there exists a default under any Senior Debt or there exists an event (an “Unmatured Default”) which but for the lapse of time of the giving of notice, or both, would constitute a default under any Senior Debt, or (ii) a default or Unmatured Default under any Senior Debt would exist upon giving effect to such Payment or Distribution of Assets. The Maker may resume Payments with respect to this Note and Distributions of Assets, subject to the terms of the Senior Debt and this Note, when (A) the subject default or Unmatured Default is cured or waived in writing by the holders of the affected Senior Debt, or (B) 180 days pass after the occurrence of the subject default or Unmatured Default, but only if (a) the subject default or the Unmatured Default is not the subject of judicial proceedings and (b) the holders of the affected Senior Debt have not declared acceleration of their Senior Debt, but in either case only if this Section 6 otherwise permits the Payment or Distribution of Assets at that time.

(c) Dissolution, Liquidation or Reorganization of Maker. In the event of any insolvency, bankruptcy or receivership case or proceeding or any dissolution, winding up, liquidation, reorganization or other similar proceeding relating to the Maker, its property or its operations (whether voluntary or involuntary and whether in bankruptcy, insolvency or receivership proceedings or otherwise), upon an assignment for the benefit of creditors, or any other marshalling of the assets of the Maker, then payment in full of all Senior Debt then or thereafter to become due shall occur before the Holder shall be entitled to receive or retain any Distribution of Assets or Payment with respect to this Note. In any such proceedings, any Distribution of Assets or Payment to which the Holder would be entitled if this Note were not subordinated to the Senior Debt shall be paid by the Maker or the agent or other person making such payment or distribution, or by the Holder if received by the Holder, directly to each Senior Lender, pro rata, to the extent necessary to make payment in full of all Senior Debt, after giving effect to any concurrent payment or distribution to or for the benefit of the Senior Lenders. The Senior Lenders are authorized and empowered, in the event of such insolvency, bankruptcy or receivership case or proceeding or any dissolution, winding up, liquidation, reorganization or other similar proceeding relating to the Maker, to demand, sue for, collect and receive every such payment or distribution referred to above, give acquittance therefore, file claims and proofs of claim in any statutory or non-statutory proceeding, vote such claims in any such proceeding and take such other actions, in the name of the Senior Lenders or in the name of the Holder or otherwise, as the Senior Lenders may deem necessary or advisable for the enforcement of the provisions for this Section 6. The Holder agrees, in the event of such insolvency, bankruptcy, receivership case or proceeding or any dissolution, winding up, liquidation, reorganization, or other similar proceeding relating to the Maker to take such action as may reasonably be requested at any time and from time to time by the Senior Lenders to collect this Note for the account of the Senior Lenders and to file appropriate proofs of claim in respect thereof and to execute and deliver such powers of attorney, assignments or other instruments as the Senior Lenders may reasonably request in order to enable the Senior Lenders to enforce any and all claims upon or in respect of the indebtedness of this Note and to collect and receive any and all payments or distributions which may be payable or deliverable at any time upon or in respect hereof. Any and all monies so collected or received by the holders of the Senior Debt shall be retained indefeasibly by the Senior Lender for application to the Senior Debt until the Senior Debt is fully, finally and irrevocably paid. In no event shall the Senior Lenders be liable to the Holder for any failure to prove any indebtedness of this Note, to exercise any right with respect thereto or to collect any sums payable thereon.

– 4 –

(d) Subrogation. No Distribution of Assets or Payment to which the Holder would have been entitled except for the provisions of this Section 6 and which is received by or paid over to the Senior Lenders or their Representative (as hereinafter defined) shall, as between the Maker and its creditors other than the Senior Lenders and the Holder, be deemed to be a payment by the Maker to the Senior Lenders or on account of the Senior Debt, and the Holder shall be subrogated (without any duty on the part of the Senior Lenders to warrant, create, effectuate, preserve or protect such subrogation) to the then or thereafter existing rights of the Senior Lenders to receive Distributions of Assets or payments made on the Senior Debt until this Note shall be paid in full.

(e) Payments Held in Trust. If the Holder receives any Distribution of Assets or Payment which the Holder is not entitled to retain under the provisions of this Section 6, any such Distribution of Assets or Payment so received shall be held in trust for the Senior Lenders, shall not be commingled with any other assets of the Holder, and shall be paid to the Senior Lenders, pro rata, to the extent necessary to make payment in full, after giving effect to any concurrent payment or distribution to or for the benefit of the Senior Lenders.

(f) Changes in Senior Debt. Any Senior Lender may at any time and from time to time without notice to the Holder which notice is hereby expressly waived: (i) with the approval of the Maker, extend, renew, modify, waive or amend the terms of the Senior Debt; (ii) as permitted by contract between the Maker and such Senior Lender or by applicable laws, sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing the Senior Debt; (iii) release any guarantor or any other person liable in any manner for the Senior Debt or, with the approval of the Maker, amend or waive the terms of the Senior Debt; (iv) exercise or refrain from exercising any rights against the Maker or any other persons; (v) apply in any order any sums by whomever paid or however realized to the Senior Debt; and (vi) take any other action which otherwise might be deemed to impair the Holder’s rights. Any and all of such actions may be taken by the Senior Lenders without incurring responsibility to the Holder and without impairing or releasing the Holder’s obligations to the Senior Lenders.

– 5 –

(g) Claims by Holder. Except for scheduled payments of principal and interest on this Note that are not prohibited under Section 6(b) and except as provided in this Section 6, until the Senior Debt shall have been fully, finally and irrevocably paid, (i) the Holder will not ask, demand, sue for, take or receive from the Maker, and the Maker will not make, give, or permit, directly or indirectly, by setoff, redemption, purchase or in any other manner, any payment on or security for the whole or any part of the indebtedness of this Note, and, without the prior written consent of the Senior Lenders, the Holder will not take any action to enforce or collect amounts so owing against the Maker or act as a petitioning creditor in any bankruptcy proceeding filed against the Maker, (ii) the Holder shall not have any right to possess any assets of the Maker or to foreclose upon any such assets, whether by judicial action or otherwise, and (iii) regardless of whether the Senior Debt is secured or unsecured, the Senior Lenders shall be subrogated to the Holder with respect to the Holder’s claims against the Maker, and the Holder’s rights, liens and security interests, if any, in any of the Maker’s assets and the proceeds thereof.

(h) Third-Party Beneficiaries. The foregoing provisions regarding subordination are solely for the purpose of defining the relative rights of the Senior Lenders on the one hand and the Holder on the other hand. Such provisions are for the benefit of the Senior Lenders (and their successors and assigns) and shall be enforceable by them directly against the Holder, except to the extent otherwise agreed to in writing by the Holder and any other Senior Lender.

(i) Further Assurances. The Holder covenants and agrees that at any time, and from time to time hereafter, it will execute such additional instruments and take such actions as may be reasonably requested by any Senior Lender to confirm or perfect or otherwise to carry out the intent and purposes of this Section 6, including, but not limited to, a subordination and standstill agreement or other similar document.

(j) Definitions. As used in this Section 6 (or as elsewhere used in this Note) the following terms shall have the meanings indicated:

“Distribution of Assets” means any distribution of assets of the Maker or any of its subsidiaries of any kind or character, whether a payment, purchase or other acquisition or retirement for cash, property, or securities, with respect to the Maker’s obligations under this Note.

“Payment” means payment of any obligation now or hereafter existing under this Note (as it may hereafter be amended, supplemented, or otherwise modified from time to time), whether created directly or acquired by assignment or otherwise, and interest and premiums, if any, thereon and all other amounts payable in respect thereof or in connection therewith.

– 6 –

“Representative” means, with respect to any Senior Debt, the trustee, agent, or other representative for one or more of the Senior Lenders, if any, designated in the indenture, agreement or document creating, evidencing or governing such Senior Debt or pursuant to which it was issued, or otherwise designated by the holders of such Senior Debt.

“Senior Debt” means the principal of and premium, if any, and interest on indebtedness incurred by the Maker at any time and from time to time for money borrowed from banks, trust companies, savings and loan associations and other similar financial institutions evidenced by notes, bonds, debentures, financing agreements, letters of credit, or similar obligations, or issued under the provisions of an indenture or similar instrument between the Maker and a bank or trust company or substantially similar financial institution; excluding, however, all indebtedness (principal and interest) owed by the Maker to the Holder.

“Senior Lender” or “Senior Lenders” means one or more of the holders of Senior Debt.

        7.         Rights to Set-Off.

(a) The Holder hereby agrees that the Maker shall have the right to a set-off and shall receive a credit against the principal and interest payable under this Note in the amount of any damage, loss, liability, cost or expense for which the Maker is then entitled to indemnification pursuant to the terms and conditions of Article 9 of the Purchase Agreement. This right of set-off shall be exercisable in the manner set forth in and shall be subject to the terms and conditions of the Purchase Agreement. Any exercise of the set-off right provided for in this Section 7(a) or Article 9 of the Purchase Agreement shall for all purposes be treated as a prepayment under Section 4 of this Note, and in no event shall such exercise be considered an Event of Default under this Note.

(b) With respect to any right of set-off described in Section 7(a) which is disputed as to liability or amount at a time when any payment of principal or interest is required under this Note, the amount by which the Maker has reduced the amount due under the Note shall be placed into an interest-bearing escrow account no later than the date upon which such payment under the Note is due, pursuant to an escrow agreement reasonably acceptable to the Holder and the Maker.

        8.         Notices. All notices, requests, demands, or other communications that are required or may be given pursuant to the terms of this Note shall be in writing and delivery shall be deemed sufficient and to have been duly given on the date of service if delivered personally or by facsimile transmission if receipt is confirmed to the party to whom notice is to be given or on the third day after mailing if mailed by registered or certified mail, and properly addressed as follows:

– 7 –

If to the Maker, to: 2701 Kent Avenue
West Lafayette, Indiana 47906-1382
Attention: Peter T. Kissinger, Ph.D.
President and Chief Executive Officer
Facsimile No.: (765) 497-1102

Copies to: Ice Miller
One American Square
Box 82001
Indianapolis, Indiana 46282-0002
Attention: Stephen J. Hackman, Esq.
Facsimile No.: (317) 236-2219

If to the Holder, to: The address set forth beneath the Holder’s signature on the
signature page of this Note.

or to such other address as may be specified in writing by any of the above.

        9.         Remedies. The remedies provided by this Note shall be cumulative, and shall be in addition to and not exclusive of other remedies available at law or in equity. The exercise or waiver by the Holder of any right or remedy available under this Note shall not be deemed to be a waiver of any other right or remedy available under this Note, at law or in equity.

        10.         Miscellaneous.

(a) Whenever used herein, the singular includes the plural and the plural includes the singular. The term “Maker” means the corporation named in the opening paragraph hereof and its successors and assigns.

(b) All disputes, claims or controversies arising out of or relating to this Agreement or the negotiation, validity or performance of this Agreement or the Transactions shall be governed by and construed in accordance with the laws of the State of Indiana without regard to its rules of conflict of laws. Each of the parties hereby irrevocably and unconditionally consents to submit to the exclusive jurisdiction of the courts of the State of Indiana and of the United States located in the State of Indiana (the “Agreed Courts”) for any litigation arising out of or relating to this Agreement, or the negotiation, validity or performance of this Agreement, or the Transactions (and agrees not to commence any litigation relating thereto except in such courts), waives any objection to the laying of venue of any such litigation in the Agreed Courts and agrees not to plead or claim in any Agreed Court that such litigation brought therein has been brought in any inconvenient forum. Each of the parties hereto agrees, that service of process may be made on such party by prepaid certified mail with a proof of mailing receipt validated by the United States Postal Service constituting evidence of valid service. Service made pursuant to the preceding sentence shall have the same legal force and effect as if served upon such party personally within the State of Indiana.

– 8 –

(c) The Holder, by acceptance of this Note, hereby represents and warrants that this Note has been acquired by the Holder for investment only and not for resale or distribution hereof. The Holder, by acceptance of this Note, further understands, covenants and agrees that the Maker is under no obligation and has made no commitment to provide for registration of this Note under the Securities Act of 1933, as amended, or state securities laws, or to take such steps as are necessary to permit the sale of this Note without registration under those laws.

(d) The provisions of Section 6 of this Note may not be amended or modified without the written consent of the Senior Lenders.

(e) This Note may be executed simultaneously in multiple counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

(f) The captions of the sections of this Note are solely for convenient reference and shall not be deemed to affect the meaning or interpretation of any provision of this Note.

[Remainder of Page Intentionally Left Blank]

– 9 –

        IN WITNESS WHEREOF, the Maker has executed, acknowledged, and delivered this Note as of the day and year first above written.

BIOANALYTICAL SYSTEMS, INC.



By:  
Printed:  
Title:  

Accepted and agreed to this          day of                                    , 2003:

By:           [Name]
        [Date]



[Address]

Facsimile No.:  

– 10 –

EX-10

Exhibit 10.1

FIRST AMENDMENT TO
CREDIT AGREEMENT

         THIS FIRST AMENDMENT made as of the 30th day of May, 2003, by and between BIOANALYTICAL SYSTEMS, INC. (“Borrower”) and THE PROVIDENT BANK ("Bank");

W I T N E S S E T H:

         WHEREAS, as of October 29, 2002, the parties hereto entered into a certain Credit Agreement (the “Agreement”); and

        WHEREAS, the parties desire to amend the Agreement to revise certain of the financial covenants, subject to the terms contained herein;

        NOW, THEREFORE, in consideration of the premises, and the mutual promises herein contained, the parties agree that the Agreement shall be, and it hereby is, amended as provided herein and the parties further agree as follows:

PART I.    AMENDATORY PROVISIONS

Section 5.    Covenants

        5.3.         Financial Covenants.

        5.3.1.         Funded Debt Ratio.    Section 5.3.1 of the Agreement is hereby amended by substituting the following new Section 5.3.1 in lieu of the existing Section 5.3.1:

        5.3.1.         Funded Debt Ratio.    Maintain its Funded Debt Ratio at not greater than (a) 3.75 to 1.00 at each fiscal quarter ending through and including December 31, 2003, (b) 3.50 to 1.00 as of March 31, 2004 and June 30, 2004, (c) 3.00 to 1.00 as of September 30, 2004, (b) 2.50 to 1.00 as of December 31, 2004 and at each fiscal quarter ending thereafter through and including September 30, 2005, and (c) 2.00 to 1.00 as of December 31, 2005 and as of each fiscal quarter ending thereafter.

PART II.    EXHIBIT

        Except as expressly modified herein:

        (a)         All terms, conditions, representations, warranties and covenants contained in the Agreement shall remain the same and shall continue in full force and effect, interpreted, wherever possible, in a manner consistent with this First Amendment; provided, however, in the event of any irreconcilable inconsistency, this First Amendment shall control;

SIGNATURE PAGE OF
BIOANALYTICAL SYSTEMS, INC.
TO FIRST AMENDMENT TO CREDIT AGREEMENT

“BORROWER”

BIOANALYTICAL SYSTEMS, INC.



By:  /s/  Peter T. Kissinger
Its:  Chairman and CEO

– 2 –

SIGNATURE PAGE OF
THE PROVIDENT BANK
TO FIRST AMENDMENT TO CREDIT AGREEMENT

“BANK”

THE PROVIDENT BANK



By:  /s/  Jeff Salesman
Its:  Vice President

– 3 –

PARTICIPANT’S CONSENT

        The undersigned, the “Participant” under that certain Participation Agreement dated as of October 29, 2002 between the The Provident Bank (the “Bank”) and the undersigned, hereby consents to the execution and delivery by the Bank and Bioanalytical Systems, Inc. of the attached First Amendment to Credit Agreement and further consents to the terms contained therein. The undersigned further agrees that the obligations of the undersigned under the Participation Agreement are hereby ratified, confirmed and reaffirmed in all respects.

        IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed by its officer duly authorized as of the 30th day of May, 2003.

FIFTH THIRD BANK, INDIANA



By:  /s/  Sheridan Sanders
Its:  Vice President

– 4 –

EX-11

Exhibit 11.1 — Statement Regarding Computation of Per share Earnings

(Unaudited)
(in thousands, except per share data)

	Three Months Ended June 30, 2003		Three Months Ended June 30, 2002		Nine Months Ended June 30, 2003		Nine Months Ended June 30, 2002
Basic
Average Common Shares
outstanding		4,605		4,578		4,595		4,575
Net income	$	354	$	281	$	462	$	1,047
Per share amount	$	.08	$	.06	$	.10	$	.23
Diluted
Average Common Shares
outstanding		4,605		4,578		4,595		4,575
Net effect of dilutive stock
options based on the
Treasury stock method
using the average market price
		4		37		21		45
Total		4,609		4,615		4,616		4,620
Net income	$	354	$	281	$	462	$	1,047
Per share amount	$	.08	$	.06	$	.10	$	.23

EX-31

Exhibit 31.1

CERTIFICATION

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

1. I have reviewed this report on Form 10-Q of Bioanalytical Systems, Inc.;

2. Based on my knowledge, this 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 report;

3. Based on my knowledge, the financial statements, and other financial information included in this 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 report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) [clause omitted pursuant to SEC Release Nos. 33-8238 and 34-47986] for the registrant and have:

(a)  Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, 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 report is being prepared;

(b)  [paragraph omitted pursuant to SEC Release Nos. 33-8238 and 34-47986];

(c)  Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)  Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)  All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)  Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:  August 19, 2003

/s/  Peter T. Kissinger Peter T. Kissinger
President and Chief Executive Officer

EX-31

Exhibit 31.2

CERTIFICATION

I, Douglas P. Wieten, Vice President, Chief Financial Officer and Treasurer, certify that:

1. I have reviewed this report on Form 10-Q of Bioanalytical Systems, Inc.;

2. Based on my knowledge, this 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 report;

3. Based on my knowledge, the financial statements, and other financial information included in this 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 report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) [clause omitted pursuant to SEC Release Nos. 33-8238 and 34-47986] for the registrant and have:

(a)  Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, 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 report is being prepared;

(b)  [paragraph omitted pursuant to SEC Release Nos. 33-8238 and 34-47986];

(c)  Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)  Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)  All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)  Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:  August 19, 2003

/s/  Douglas P. Wieten Douglas P. Wieten
Vice President, Chief Financial Officer and Treasurer

EX-31

Exhibit 31.3

CERTIFICATION

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

1. I have reviewed this report on Amendment to Form 10-Q of Bioanalytical Systems, Inc.;

2. Based on my knowledge, this 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 report;

3. Based on my knowledge, the financial statements, and other financial information included in this 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 report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) [clause omitted pursuant to SEC Release Nos. 33-8238 and 34-47986] for the registrant and have:

(a)  Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, 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 report is being prepared;

(b)  [paragraph omitted pursuant to SEC Release Nos. 33-8238 and 34-47986];

(c)  Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)  Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)  All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)  Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:  August 20, 2003

/s/  Peter T. Kissinger Peter T. Kissinger
President and Chief Executive Officer

EX-31

Exhibit 31.4

CERTIFICATION

I, Douglas P. Wieten, Vice President, Chief Financial Officer and Treasurer, certify that:

1. I have reviewed this report on Amendment to Form 10-Q of Bioanalytical Systems, Inc.;

2. Based on my knowledge, this 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 report;

3. Based on my knowledge, the financial statements, and other financial information included in this 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 report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) [clause omitted pursuant to SEC Release Nos. 33-8238 and 34-47986] for the registrant and have:

(a)  Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, 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 report is being prepared;

(b)  [paragraph omitted pursuant to SEC Release Nos. 33-8238 and 34-47986];

(c)  Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)  Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)  All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)  Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:  August 20, 2003

/s/  Douglas P. Wieten Douglas P. Wieten
Vice President, Chief Financial Officer and Treasurer

EX-32

Exhibit 32.1

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

         I, Peter T. Kissinger, the President and Chief Executive Officer of Bioanalytical Systems, Inc. certify pursuant to section 906 of the Sarbanes Oxley Act of 2002 that (i) the Quarterly Report on Form 10-Q for the quarter ended June 30, 2003, as amended (the “Report”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and (ii) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Bioanalytical Systems, Inc.

This certificate is being furnished solely for purposes of Section 906 and is not filed as part of the Report.

/s/ Peter T. Kissinger Peter T. Kissinger
President and Chief Executive Officer
Date:  August 20, 2003

EX-32

Exhibit 32.2

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

         I, Douglas P. Wieten, the Vice President, Chief Financial Officer and Treasurer of Bioanalytical Systems, Inc. certify pursuant to section 906 of the Sarbanes Oxley Act of 2002 that (i) the Quarterly Report on Form 10-Q for the quarter ended June 30, 2003, as amended (the “Report”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and (ii) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Bioanalytical Systems, Inc.

This certificate is being furnished solely for purposes of Section 906 and is not filed as part of the Report.

/s/ Douglas P. Wieten Douglas P. Wieten
Vice President and Chief Financial Officer, Treasurer
Date:  August 20, 2003