ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS

On March 6, 2003, Neogen Corporation completed the purchase of 100% of the Common Stock of Adgen Ltd. a privately held company located in Aye Scotland. Adgen is a producer and marketer of diagnostic testing products. Since its founding in 1994, Adgen has been a distributor of Neogen products in Europe.

Adgen's sales totaled $1.6 million in the year ended September 30, 2002.

Consideration included net cash of $1,850,000, 32,000 shares of common stock and contingent consideration based on future revenue levels. The source of cash was Neogen Corporation cash balances.

Adgen's assets include net current assets and goodwill. Other non-current assets are not significant. Prior to the acquisition, the businesses were unaffiliated.

It is Neogen Corporation's current intention to continue to operate the business in its present location.

ITEM 7. FINANCIAL STATEMENTS, PROFORMA INFORMATION AND EXHIBITS

1. Financial Statements of Business to be Acquired
2. Profroma Financial Information

Financial statements and proforma financial information of the business are not required by the applicable rules and regulations of the Securities and Exchange Commission, as the acquisition is not considered to be significant.

SIGNATURE

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 thereunto duly authorized.