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): November 2, 2006

Neose Technologies, Inc.

(Exact Name of Issuer as Specified in Charter)

Delaware	0-27718	13-3549286
(State or Other Jurisdiction of Incorporation or Organization)	(Commission File Number)	(I.R.S. Employer Identification Number)

102 Witmer Road, Horsham, Pennsylvania	19044
(Address of Principal Executive Offices)	(Zip Code)

(215) 315-9000

(Registrant’s Telephone Number, Including Area Code)

(Former Name or Former Address, if Changed Since Last Report)

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:

o Written communications pursuant to Rule 425 under the Securities Act

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act

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

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

TABLE OF CONTENTS

Press Release dated November 2, 2006

Item 2.02 – Results of Operations and Financial Condition.

     On November 2, 2006, Neose Technologies, Inc. (the “Company”) announced financial results for the quarter ended September 30, 2006. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01 – Financial Statements and Exhibits.

     (c) Exhibits: Reference is made to the Exhibit Index annexed hereto and made a part hereof.

“Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995: Statements in this report regarding our business that are not historical facts are “forward-looking statements” that involve risks and uncertainties. For a discussion of these risks and uncertainties, any of which could cause our actual results to differ from those contained in the forward-looking statement, see the section entitled “Factors Affecting the Company’s Prospects” in our Annual Report on Form 10-K for the year ended December 31, 2005, and discussions of potential risks and uncertainties in Neose’s subsequent filings with the SEC.

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Signatures

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

	Neose Technologies, Inc.
Date: November 2, 2006	By:	/s/ George J. Vergis
		George J. Vergis, Ph.D.
		President and Chief Executive Officer

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Index to Exhibits

Exhibit No.	Description
Exhibit 99.1	Press Release dated November 2, 2006

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EX-99.1

Exhibit 99.1

NEOSE TECHNOLOGIES REPORTS THIRD QUARTER FINANCIAL RESULTS

HORSHAM, PA, November 2, 2006 — Neose Technologies, Inc. (NasdaqGM: NTEC) today announced financial results for the third quarter and nine months ended September 30, 2006.

For the quarter ended September 30, 2006, the Company reported a net loss of $1.4 million, or $0.04 per basic and diluted share, compared to a net loss of $22.6 million, or $0.69 per basic and diluted share, for the same period in 2005. During the third quarter of 2006, the Company recognized a $7.3 million gain from the September 2006 sale of the Company’s 50,000 square foot facility containing its pilot manufacturing plant and current corporate headquarters (“Witmer Road Facility”) located in Horsham, Pennsylvania. During the third quarter of 2005, the Company recognized $14.0 million of restructuring charges related to its August 2005 restructuring.

The Company reported revenues of $1.5 million for the third quarter of 2006, compared to $1.5 million for the third quarter of 2005. The 2006 revenues are primarily attributable to revenues recognized under the Company’s collaboration with Novo Nordisk A/S. Research and development expenses decreased to $6.8 million in the third quarter of 2006 from $7.5 million in the third quarter of 2005. The decrease in research and development expenses during the 2006 period as compared to the 2005 period was primarily due to lower payroll and operating costs resulting from the Company’s August 2005 restructuring. The reduction in expenses related to the restructuring was partially offset by costs related to resolving the clinical hold for NE-180 in the U.S., as well as higher European Phase I clinical study costs for NE-180.

General and administrative expenses were $3.0 million for the third quarter of 2006, compared to $2.7 million for the third quarter of 2005. The increase for the 2006 period was primarily due to the recognition of stock-based compensation expense resulting from the adoption in January 2006 of SFAS No. 123(R).

For the nine months ended September 30, 2006, the Company reported a net loss of $17.6 million, or $0.54 per basic and diluted share, compared to a net loss of $44.2 million, or $1.42 per basic and diluted share, for the same period in 2005. During the third quarter of 2006, the Company recognized a $7.3 million gain from the September 2006 sale of the Company’s Witmer Road Facility. During the third quarter of 2005, the Company recognized $14.0 million of restructuring charges related to the August 2005 restructuring. The Company reported revenues of $5.6 million for the first nine months of 2006, compared to $4.3 million for the same period in 2005. The increase in revenues for the 2006 period was primarily due to revenues recognized under the Company’s collaboration with Novo Nordisk.

NEOSE TECHNOLOGIES, INC. Page   2

Research and development expenses for the nine months ended September 30, 2006 decreased to $21.2 million from $26.1 million for the same period in 2005. The decrease in research and development expenses during the 2006 period as compared to the 2005 period was primarily due to lower payroll and operating costs resulting from the Company’s August 2005 restructuring, as well as lower depreciation in 2006 resulting from the 2005 impairment of the Witmer Road Facility. The reduction in expenses was partially offset by European Phase I clinical study costs for NE-180 and stock-based compensation expense resulting from the adoption in January 2006 of SFAS No. 123(R).

General and administrative expenses were $9.0 million for the nine months ended September 30, 2006, compared to $8.5 million for the same period in 2005. The increase for the 2006 period was primarily due to stock-based compensation expense resulting from the adoption in January 2006 of SFAS No. 123(R), partially offset by lower consulting and operating costs resulting from the Company’s August 2005 restructuring.

The Company ended the third quarter of 2006 with $23.6 million in cash and cash equivalents.

Conference Call

The Company will host a conference call at 5:00 p.m. (ET) on November 2, 2006, to discuss the third quarter financial results and update investors on company developments. The dial-in number for domestic callers is (866) 550-6338. The dial-in number for international callers is (347) 284-6930. A replay of the call will be available for 7 days beginning approximately three hours after the conclusion of the call. The replay number for domestic callers is (888) 203-1112 using the passcode 1480889 The replay number for international callers is (719) 457-0820, also using the passcode 1480889. Live audio of the conference call will be simultaneously broadcast over the Internet through First Call Events, which can be accessed via the following link:

http://phx.corporate-ir.net/phoenix.zhtml?c=60494&p=irol-calendar

To listen to the live call, please go to the web site at least fifteen minutes early to register, download, and install any necessary audio software. For those who cannot listen to the live broadcast, a replay will be available shortly after the call. The call will also be available on the Investor Relations/Audio Archives page of the Neose website at www.neose.com.

About Neose

Neose Technologies, Inc. is a clinical-stage biopharmaceutical company focused on the development of next-generation therapeutic proteins that are competitive with best-in-class protein drugs currently on the market, on its own and through strategic partnerships. The lead candidates in its pipeline, NE-180 for use in the treatment of chemotherapy-induced anemia and anemia associated with chronic renal failure and GlycoPEG-GCSF for chemotherapy-induced neutropenia, target markets with aggregate sales in excess of $14 billion.

NEOSE TECHNOLOGIES, INC. Page   3

Statements of Operations
(unaudited)
(in thousands, except per share amounts)

	Three months						Nine months
	ended September 30,						ended September 30,
	2006			2005			2006			2005
Revenue from collaborative agreements	$	1,477		$	1,503		$	5,588		$	4,271
Operating expenses:
Research and development		6,811			7,521			21,173			26,154
General and administrative		3,028			2,685			9,050			8,469
Restructuring charges		—			14,002			—			14,002
Total operating expenses		9,839			24,208			30,223			48,625
Gain on sale of property and equipment		7,335			—			7,335			21
Operating loss		(1,027	)		(22,705	)		(17,300	)		(44,333	)
Other income		—			—			—			22
Interest income		269			415			943			1,138
Interest expense		(592	)		(331	)		(1,225	)		(1,000	)
Net loss	$	(1,350	)	$	(22,621	)	$	(17,582	)	$	(44,173	)
Basic and diluted net loss per share	$	(0.04	)	$	(0.69	)	$	(0.54	)	$	(1.42	)
Weighted-average shares outstanding used in computing basic and diluted net loss per share		32,866			32,782			32,818			31,188

NEOSE TECHNOLOGIES, INC. Page   4

Condensed Balance Sheets
(unaudited)
(in thousands)

	September 30, 2006		December 31, 2005
Assets
Cash and cash equivalents	$	23,612	$	37,738
Accounts receivable		161		1,076
Prepaid expenses and other current assets		1,444		892
Total current assets		25,217		39,706
Property and equipment, net		11,505		24,708
Intangible and other assets, net		324		949
Total assets	$	37,046	$	65,363
Liabilities and Stockholders’ Equity
Current liabilities	$	7,395	$	10,595
Long-term debt and capital lease obligations, net of current portion		879		10,423
Deferred revenue, net of current portion		3,832		3,765
Other liabilities		498		463
Total liabilities		12,604		25,246
Stockholders’ equity		24,442		40,117
Total liabilities and stockholders’ equity	$	37,046	$	65,363

CONTACTS:

Neose Technologies, Inc.

A. Brian Davis
Sr. Vice President and Chief Financial Officer
(215) 315-9000

Barbara Krauter
Manager, Investor Relations
(215) 315-9004

For more information, please visit www.neose.com.

“Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995: Statements in this press release regarding our business that are not historical facts are “forward-looking statements” that involve risks and uncertainties. For a discussion of these risks and uncertainties, any of which could cause the Company’s actual results to differ from those contained in the forward-looking statement, see the section entitled “Factors Affecting the Company’s Prospects” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2005, and discussions of risk factors in the Company’s subsequent SEC filings.