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):  January 12, 2009

BIOANALYTICAL SYSTEMS, INC.

(Exact name of registrant as specified in its charter)

Indiana	0-23357	35-1345024
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

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

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o       Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o       Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17CFR240.14a-12)

o       Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17CFR240.14d-2(b))

o       Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17CFR240.13e-4(c))

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 12, 2009, Bioanalytical Systems, Inc. (the "Company") entered into an Amendment to Employment Agreement (the "Amendment"), by and among the Company and Richard M. Shepperd, the President and Chief Executive Officer and a Director of the Company.  Mr. Shepperd's Employment Agreement was previously disclosed as Exhibit 10.1 to the Quarterly Report on Form 10-Q for the quarter ended June 30, 2007.  The Amendment is effective as of January 12, 2009.

The Amendment reduces Mr. Shepperd's base salary from $35,000 per month to $20,000 per month, which will constitute an aggregate reduction of $180,000 through December 31, 2009.  Partially offsetting this, the Amendment provides for a new housing allowance of $1,000 per month, for a total of $12,000 in calendar 2009.  The Amendment also contemplates that, if a "Change in Control" (as defined in the employment contract) occurs prior to the end of the term of the Agreement, Mr. Shepperd will receive a bonus payment of $201,600.

Mr. Shepperd’s reduction in base compensation was part of a general reduction in expenses, whereby the Company is reducing compensation expenses by an estimated 12-15% of total compensation expense.  Approximately one-third of this reduction has been accomplished through attrition, and the remainder has been accomplished through staff reductions.

Item 9.01.  Financial Statements and Exhibits.

(a)  Not applicable.

(b)  Not applicable.

(c)  Not applicable.

(d)  Exhibits

10.1 Amendment to Employment Agreement, dated January 12, 2009, by and among Bioanalytical Systems, Inc. and Richard M. Shepperd.

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.

	Bioanalytical Systems, Inc.
Date: January 14, 2009	By:	/s/ Michael R. Cox
		Michael R. Cox, Vice President, Finance and Administration and Chief Financial Officer

Exhibit Index

Exhibit No.	Description
10.1	Amendment to Employment Agreement, dated January 12, 2009, by and among Bioanalytical Systems, Inc. and Richard M. Shepperd.

EX-10.1

AMENDMENT TO EMPLOYMENT AGREEMENT

THIS AMENDMENT TO EMPLOYMENT AGREEMENT ("Amendment") is made and entered into this 12th day of January, 2009, (the "Signing Date"), by and among BIOANALYTICAL SYSTEMS, INC., a corporation organized under the laws of the State of Indiana ("Company"), and Richard M. Shepperd ("Employee").

Preliminary Statements:

A.           Employee is employed as the chief executive officer of the Company pursuant to an Employment Agreement entered into May 18, 2007 and continuing in effect until December 31, 2009 ("May 2007 Agreement").

B.           The Company and Employee have mutually agreed to amend certain terms and conditions of the May 2007 Agreement to provide the Company with greater financial flexibility for the remainder of 2009.  These amended terms and conditions are set forth below and supersede all terms and conditions in the May 2007 Agreement to the contrary.

In consideration of the promises and mutual covenants and agreements contained herein, the parties hereby agree to amend the May 2007 Agreement as follows:

1.           Salary. The Employee's base salary will be reduced from $35,000.00 per month to $20,000 per month for the remainder of the term of the May 2007 Agreement, commencing with the payroll period beginning January 16, 2009.

2.           Housing Allowance.  In addition to his salary and other compensation provided by the May 2007 Agreement, Employee will receive a housing allowance of $1,000.00 per month for the remainder of his employment by the Company.

3.           Change in Control.  As consideration for the adjustment in his monthly base salary, Employee will receive a payment of $201,600.00 in the event of a Change in Control of the Company, as defined by Article 5 and Addendum A of the May 2007 Agreement.  This amount shall be paid within one (1) month of any such Change in Control and is intended to be in addition to any Terminal Pay or other compensation that may become due and owing pursuant to Article 5 of the May 2007 Agreement.

4.           Other Terms.  Except to the extent specifically superseded above, all other terms and conditions of the May 2007 Agreement (attached as Exhibit 1) are intended to remain in effect through December 31, 2009.

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IN WITNESS WHEREOF, the Company and the Employee have executed, or caused to be executed, this Agreement as of the day and year first written above.

"COMPANY"		"EMPLOYEE"
Bioanalytical Systems, Inc.
By:	/s/ Michael R. Cox	/s/ Richard M. Shepperd
Michael R. Cox		Richard M. Shepperd
Vice President-Finance and
Chief Financial Officer

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