8-K

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

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 17, 2004

BIOANALYTICAL SYSTEMS, INC. (Exact name of registrant as specified in its charter)
Indiana (State or other jurisdiction of incorporation or organization)	0-23357 (Commission File Number)	35-1345024 (I.R.S. Employer Identification No.)

2701 KENT AVENUE
WEST LAFAYETTE, INDIANA (Address of principal executive offices) 47906-1382 (Zip Code)

Registrant's telephone number, including area code:  (765) 463-4527

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 Written communication pursuant to Rule 425 under the Securities Act (17 CFR 234.425)

 Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.02.    Termination of a Material Definitive Agreement.

        On September 17, 2004, The Kevin F. Donohoe Company (“Donohoe”) delivered notice to Bioanalytical Systems, Inc. (the “Company”) that Donohoe was exercising its right to terminate the Purchase and Sale Agreement between PKLB Limited Partnership, a wholly-owned subsidiary of the Company, and Donohoe dated July 26, 2004. The Purchase and Sale Agreement provided for the sale by PKLB Limited Partnership of the parcel of land situated at 300-306 West Fayette Street, Baltimore City, Maryland and the building located thereon. Pursuant to Section 3.2 of the Purchase and Sale Agreement, Donohoe terminated the agreement based on its right to terminate in the event that Donohoe determined (in its sole and absolute discretion) that the property is not suitable for Donohoe’s purposes.

The information in Items 7.01 and 9.01 of this Form 8-K is being furnished and shall not be deemed “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in this Form 8-K shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended.

Item 7.01.    Regulation FD Disclosure.

        On September 22, 2004, the Company issued a press release announcing the termination of the Purchase and Sale Agreement between PKLB Limited Partnership, a wholly-owned subsidiary of the Company, and Donohoe dated July 26, 2004. The full text of the press release is attached hereto as Exhibit 99.1.

Item 9.01.    Financial Statements and Exhibits.

        (a)         Not applicable.

        (b)         Not applicable.

        (c)         Exhibits

        99.1      Bioanalytical Systems, Inc. press release, issued September 22, 2004.

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 hereunto duly authorized.

Date:  September 22, 2004 Bioanalytical Systems, Inc.



By:  /s/ Michael R. Cox Michael R. Cox
VP-Finance, Chief Financial Officer and
Treasurer

Exhibit Index

Exhibit No.

99.1 Description

Bioanalytical Systems, Inc. press release, issued September 22, 2004.

EX-99

Exhibit 99.1

FOR MORE INFORMATION:  Michael R. Cox Phone 765.497.5829
mcox@bioanalytical.com
— OR —
Evan Smith / Erica Pettit
KCSA Public Relations Worldwide
212.896.1251 / 212.896.1248
esmith@kcsa.com / epettit@kcsa.com

Bioanalytical Systems, Inc. Announces Delay of Sale-leaseback of Baltimore Facility

WEST LAFAYETTE, Ind., September 22, 2004 — Bioanalytical Systems, Inc. (Nasdaq:BASI) today announced that it has been notified by the firm with which it had reached an agreement in principle for the sale and leaseback of its Baltimore building that the potential buyer is exercising its right to withdraw from the transaction on the previously announced terms. Michael Cox, CFO, stated, “There is always risk in non-binding agreements that the parties will not be able to come to agreement on definitive terms, which has happened. We remain committed to selling our Baltimore building, on terms which we believe reflect fair values. At the time we solicited offers for the building, there were several potential buyers that made offers in a similar range. We have re-opened discussions with those parties, as well as continuing discussions with this potential buyer.”

Bioanalytical Systems, Inc. is a pharmaceutical development company providing contract research services and monitoring instruments to the world’s leading drug development and medical device companies. BASi focuses on developing innovative services and products that increase efficiency and reduce costs associated with taking new drugs to market. Visit www.bioanalytical.com for more about BASi.

This release contains forward-looking statements that are subject to risks and uncertainties including, but not
limited to, risks and uncertainties related to the development of products and services, changes in technology, industry standards and regulatory standards,
and various market and operating risks detailed in the company’s filings with the Securities and Exchange Commission.

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