S-8

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER

THE SECURITIES ACT OF 1933

BIOANALYTICAL SYSTEMS, INC.

(Exact Name Of Registrant As Specified In Its Charter)

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

2701 Kent Avenue

West Lafayette, Indiana 47906

(Address of Principal Executive Offices)

1997 Bioanalytical Systems, Inc.

Outside Director Stock Option Plan

(full title of the plan)

Michael R. Cox

Vice President-Finance, Chief Financial Officer and Treasurer

Bioanalytical Systems, Inc.

2701 Kent Avenue

West Lafayette, Indiana 47906

(Name and address of agent for service)

(765) 463-4527

(Telephone number, including area code, of agent for service)

Copies to:

Stephen J. Hackman

Ice Miller

One American Square, Box 82001

Indianapolis, Indiana 46282

CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered	Amount to be Registered 1,2	Proposed Maximum Offering Price Per Unit 3	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee
Common Stock	25,000 shares	$ 6.21	$ 155,250.00	$ 18.27

_________________________

¹ These are additional securities of the same class, to be offered pursuant to the same employee benefit plan as those registered pursuant to Registration No. 333-56127. Pursuant to General Instruction E of Form S-8, this registration statement covers only the additional shares being registered.

² Pursuant to Rule 416(c), this registration statement shall also cover any additional shares of the registrant's Common Stock which becomes issuable under the 1997 Bioanalytical Systems, Inc. Outside Director Stock Option Plan by reason of any stock dividend, stock split, recapitalization or other similar transaction without the registrant's receipt of consideration.

³ The registration fee has been calculated pursuant to Rule 457(c) and (h) based upon the average of the high and low prices reported for the Common Stock on May 16, 2005.

INFORMATION INCORPORATED BY REFERENCE

The contents of the registrant’s Registration Statement on Form S-8, File No. 333-56127, heretofore filed with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended, are incorporated herein by reference.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned thereunto duly authorized, in the City of West Lafayette, State of Indiana, on May 19, 2005.

BIOANALYTICAL SYSTEMS, INC.


By:  /s/  Peter T. Kissinger

Peter T. Kissinger, President and
Chief Executive Officer

POWER OF ATTORNEY

Know all men by these presents, that each person whose signature appears below constitutes and appoints Peter T. Kissinger, his true and lawful attorneys-in-fact and agents with full power of substitution and re-substitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto those attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that those attorneys-in-fact and agents, or their substitutes, may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on May 19, 2005.

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

  /s/  Michael R. Cox Michael R. Cox Vice President-Finance and Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)

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

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

     Leslie B. Daniels Director

     Gayl W. Doster Director

  /s/  David W. Crabb David W. Crabb Director

BIOANALYTICAL SYSTEMS, INC.

FORM S-8

INDEX TO EXHIBITS

Exhibit Number Assigned in Regulation S-K Item 601		Description of Exhibit
(5)	5.01	Opinion of Ice Miller as to the legality of the securities being registered and consent to use of this opinion in this registration statement
(23)	23.01	Consent of Ernst & Young LLP
	23.02	Consent of KPMG LLP
	23.03	Consent of Ice Miller (included in Exhibit 5.01)
(24)	24.01	Power of Attorney (incorporated by reference to the signature page of this registration statement)

EX-5

Exhibit 5.01

May 19, 2005

Board of Directors

Bioanalytical Systems, Inc.

2701 Kent Avenue

West Lafayette, Indiana 47906

Ladies and Gentlemen:

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

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

1. Unanimous Written Consent of the Board of Directors dated as of February 10, 2005 relating to the approval of the Plan and reserving shares for issuance under the Plan (the "Consent");

2.	the Registration Statement;
3.	the Plan; and

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

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

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

Based upon the foregoing and subject to the qualifications set forth in this letter, we are of the opinion that the Shares are validly authorized and, when (a) the pertinent provisions of the Securities Act and all relevant state securities laws have been complied

with and (b) the Shares have been delivered against payment therefor as contemplated by the Plan, the Shares will be legally issued, fully paid and non-assessable.

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

Very truly yours,

/s/  Ice Miller

EX-23

Exhibit 23.01

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 333-56127) pertaining to the 1997 Bioanalytical Systems, Inc. Outside Director Stock Option Plan of our report dated November 28, 2003, with respect to the consolidated financial statements of Bioanalytical Systems, Inc. included in this Annual Report (Form 10-K) for the year ended September 30, 2004, filed with the Securities and Exchange Commission.

/s/  Ernst & Young LLP

Indianapolis, Indiana

May 16, 2005

EX-23

Exhibit 23.02

Consent of Independent Registered Public Accounting Firm

The Board of Directors
Bioanalytical Systems, Inc.:

We consent to the incorporation by reference in the registration statement on Form S-8 to be filed on May 19, 2005, of Bioanalytical Systems, Inc.'s 1997 Outside Director Stock Option Plan of our report dated January 7, 2005, with respect to the consolidated balance sheet of Bioanalytical Systems, Inc. as of September 30, 2004, and the related consolidated statements of operations, stockholders' equity and cash flows for the year then ended, which report appears in the September 30, 2004, annual report on Form 10-K of Bioanalytical Systems, Inc.

/S/  KPMG LLP

Indianapolis, Indiana
May 16, 2005