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): May 21, 2004

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)

(215) 315-9000
(Registrant’s telephone number, including area code)

Item 5 -Other Events.

          On May 21, 2004, the Company issued a press release announcing that it has closed its previously announced registered direct offering. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

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

          (a)     Financial Statements of Businesses Acquired: None

          (b)     Pro Forma Financial Information: None

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

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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: May 21, 2004	By:	/s/ C. BOYD CLARKE
		C. Boyd Clarke
		President and Chief Executive Officer

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Index to Exhibits

Exhibit No.	Description
Exhibit 99.1	Press Release dated May 21, 2004

EX-99

Exhibit 99.1

N E O S E  T E C H N O L O G I E S,  I N C.

1 0 2  W i t m e r  R o a d,  H o r s h a m,  P A  1 9 0 4 4      2 1 5 . 3 1 5 - 9 0 0 0      f a x : 2 1 5 . 3 1 5 - 9 1 0 0

e m a i l :  i n f o @ n e o s e . c o m      w w w . n e o s e . c o m

Neose Completes $32 Million Financing

Horsham, PA, May 21, 2004.  Neose Technologies, Inc. (NasdaqNM: NTEC) announced that it has closed its previously announced registered direct offering.  The Company sold approximately 4.7 million shares of its common stock at $6.77 per share, the closing bid price on May 17, for aggregate gross proceeds of approximately $32 million.  Investors included existing shareholders, new shareholders and several executive officers of the company.   J.P. Morgan Securities Inc. and UBS Securities LLC acted as lead placement agent and co-placement agent, respectively, for the transaction. 

Neose is a biopharmaceutical company focused on improving protein therapeutics using its proprietary technologies.  Neose’s core business is to use its novel GlycoAdvance™ and GlycoPEGylation™ technologies to improve proteins for which there is already a substantial body of data demonstrating safety and efficacy.  Neose intends to apply its technologies to products it is developing on its own and to products it co-develops and co-owns with others.  It also expects to make its technologies available, through strategic partnerships, to improve the products of other parties.

CONTACTS:

     Neose Technologies, Inc.
     Robert I. Kriebel
     Sr. Vice President and Chief Financial Officer
     Barbara Krauter
     Manager, Investor Relations
     (215) 315-9000
     E-mail: info@neose.com

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 Neose’s business that are not historical facts are “forward-looking statements” that involve risks and uncertainties.  For a discussion of

NEOSE TECHNOLOGIES, INC. Page 2

these risks and uncertainties, any of which could cause Neose’s actual results to differ from those contained in the forward-looking statement, see the section of Neose’s Annual Report on Form 10-K for the year ended December 31, 2003, entitled “Factors Affecting the Company’s Prospects” and discussions of potential risks and uncertainties in Neose’s subsequent filings with the SEC.