POWER OF ATTORNEY

     Know all these presents, that the undersigned, Joseph
J. Villafranca, Ph.D., hereby constitutes and appoints each
of A. Brian Davis, Debra J. Poul, Wendy L. Nagy and J. Peter
Wolf, signing singly, the undersigned's true and lawful
attorney-in-fact to:

     1.   Execute for an on behalf of the undersigned, in the
       undersigned's capacity as an officer and/or director of
       Neose Technologies, Inc. (the "Company"), Forms 3, 4, and 5
       (and any amendments thereto) in accordance with Section
       16(a) of the Securities Exchange Act of 1934 and the rules
       thereunder;

     2.   Do and perform any and all acts for and on behalf of
       the undersigned that may be necessary or desirable to
       complete and execute any such Form 3, 4, or 5 and timely
       file such form with the United States Securities and
       Exchange Commission and any stock exchange or similar
       authority; and

     3.   Take any other action of any type whatsoever in
       connection with the foregoing that, in the opinion of such
       attorney-in-fact, may be of benefit to, in the best interest
       of, or legally required by, the undersigned, it being
       understood that the documents executed by such attorney-in-
       fact on behalf of the undersigned pursuant to this Power of
       Attorney shall be in such form and shall contain such terms
       and conditions as such attorney-in-fact may approve in such
       attorney-in-fact's discretion.

     The undersigned hereby grants to each such attorney-in-
fact full power and authority to do and perform any and
every act and thing whatsoever requisite, necessary, or
proper to be done in the exercise of any of the rights and
powers herein granted, as fully to all intents and purposes
as the undersigned might or could do if personally present,
with full power of substitution or revocation, hereby
ratifying and confirming all that such attorney-in-fact, or
such attorney-in-fact's substitute or substitutes, shall
lawfully do or cause to be done by virtue of this power of
attorney and the rights and powers herein granted. The
undersigned acknowledges that the foregoing attorneys-in-
fact may rely entirely on information furnished orally or in
writing by the undersigned, or a representative of the
undersigned, to such attorney-in-fact. The undersigned
acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned,
are not assuming, nor is the Company assuming, any of the
undersigned's responsibilities to comply with Section 16 of
the Securities Exchange Act of 1934. This Power of Attorney
shall remain in full force and effect until the undersigned
is no longer required to file Forms 3, 4, and 5 with respect
to the undersigned's holdings of and transactions in
securities issued by the Company, unless earlier revoked by
the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact at the Company's address.

     IN WITNESS WHEREOF, the undersigned has caused this
Power of Attorney to be executed as of this 2nd day of
October, 2002.

                              /s/ Joseph J. Villafranca

                              Joseph J. Villafranca, Ph.D.