8-K

                       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): April 29, 2002



                            Neose Technologies, Inc.

                 (Exact name of issuer as specified in charter)



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


                                102 Witmer Road,
                           Horsham, Pennsylvania 19044
                    (Address of principal executive offices)


                                 (215) 315-9000

              (Registrant's telephone number, including area code)



Item 4 - Changes in Registrant's Certifying Accountant.

On April 29, 2002, the Board of Directors of Neose Technologies, Inc. (the
"Company"), upon recommendation of the Audit Committee, approved the dismissal
of Arthur Andersen LLP ("Arthur Andersen") as the Company's independent public
accountants and engaged KPMG LLP ("KPMG") to serve as the Company's independent
public accountants for the fiscal year 2002. The appointment of KPMG is
effective immediately.

Arthur Andersen's reports on the Company's consolidated financial statements for
each of the years ended December 31, 2001 and 2000 did not contain an adverse
opinion or disclaimer of opinion, nor were they qualified or modified as to
uncertainty, audit scope or accounting principles.

During the years ended December 31, 2001 and 2000 and through the filing date of
this Current Report on Form 8-K, there were no disagreements with Arthur
Andersen on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure which, if not resolved to
Arthur Andersen's satisfaction, would have caused them to make reference to the
subject matter in connection with their report on the Company's consolidated
financial statements for such years; and there were no reportable events as
defined in Item 304(a)(1)(v) of Regulation S-K.

The Company provided Arthur Andersen with a copy of the foregoing disclosures.
Attached as Exhibit 16 is a copy of Arthur Andersen's letter, dated April 29,
2002, stating its agreement with such statements.

During the years ended December 31, 2001 and 2000 and through the filing date of
this Current Report on Form 8-K, the Company did not consult KPMG with respect
to the application of accounting principles to a specified transaction, either
completed or proposed, or the type of audit opinion that might be rendered on
the Company's consolidated financial statements, or any other matters or
reportable events as set forth in Items 304(a)(2)(i) and (ii) of Regulation S-K.

Item 7 - Financial Statements, Pro Forma Financial Information and Exhibits.

(c)  Exhibits

     Exhibit No.         Description
     -----------         -----------

     16                  Letter from Arthur Andersen LLP to the Securities and
                         Exchange Commission dated April 29, 2002.




                                   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: April 29, 2002                          By: /s/ C. Boyd Clarke
                                                  -----------------------
                                                  C. Boyd Clarke
                                                  President and Chief Executive
                                                  Officer





                                Index to Exhibits

   Exhibit No.         Description
   -----------         -----------

   16                  Letter from Arthur Andersen LLP to the Securities and
                       Exchange Commission dated April 29, 2002.

EX-16

                                                                      Exhibit 16

Office of Chief Accountant
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549

April 29, 2002

Dear Sir or Madam:

We have read the second, third and fourth paragraphs of Item 4 included in the
Form 8-K dated April 29, 2002 of Neose Technologies, Inc. to be filed with the
Securities and Exchange Commission and are in agreement with the statements
contained therein.

Very truly yours,


ARTHUR ANDERSEN LLP


cc:   Mr. A. Brian Davis, Acting Chief Financial Officer
      Neose Technologies, Inc.