UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
NEOSE TECHNOLOGIES, INC.
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(Name of Issuer)
COMMON STOCK, PAR VALUE $.01
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(Title of Class of Securities)
640522108
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(CUSIP Number)
DECEMBER 31, 2001
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ X ] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
SCHEDULE 13G
CUSIP No. 640522108 Page 2 of 4 Pages
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1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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Emerald Advisers, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ______
(b) ______
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
Pennsylvania
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5 SOLE VOTING POWER
347,468 shares
NUMBER OF -----------------------------------------------------------
SHARES 6 SHARED VOTING POWER
BENEFICIALLY 0 shares
OWNED BY -----------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 542,000 shares
PERSON -----------------------------------------------------------
WITH 8 SHARED DISPOSITIVE POWER
0 shares
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
542,000 shares
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10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(See Instructions)
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.9 %
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12 TYPE OF REPORTING PERSON (See Instructions)
IA
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SCHEDULE 13G PAGE 3 OF 4
ITEM 1.
(a) The name of the issuer is Neose Technologies, Inc.
(b) The address of the issuer's principal executive office is
102 Witmer Road, Horsham,
Pennsylvania 19044.
ITEM 2.
(a) The name of the person filing is Emerald Advisers, Inc.
(b) The address of the principal office of the person filing is
1703 Oregon Pike., Suite 101,
Lancaster, Pennsylvania 17601.
(c) The state of organization is Pennsylvania.
(d) The title of class of security is common stock, par value
$.01.
(e) The CUSIP number is 640522108.
ITEM 3.
The person filing is an Investment Adviser registered under Section 203
of the Investment Advisers Act of 1940.
ITEM 4.
(a) The amount beneficially owned is 542,000 shares.
(b) The percent of class is 3.9% based on 14,052,214 shares of
Common Stock outstanding as of October 31, 2001, as reported
in the Issuer's Form 10-Q filed for the period ended September
30, 2001.
(c)(i) The number of shares as to which Emerald Advisers, Inc. has
sole voting power is 347,468.
(c)(ii) The number of shares as to which Emerald Advisers, Inc. has
shared voting power is 0.
(c)(iii) The number of shares as to which Emerald Advisers, Inc. has
sole dispositive power is 542,000.
(c)(iv) The number of shares as to which Emerald Advisers, Inc. has
shared dispositive power is 0.
ITEM 5.
This statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of
more than five percent of the class of securities.
SCHEDULE 13G PAGE 4 OF 4
ITEM 6.
Other persons have the right to receive and/or the power to direct the
receipt of dividends from, or the proceeds from the sale of, such
securities.
ITEM 7.
Not applicable.
ITEM 8.
Not applicable.
ITEM 9.
Not applicable.
ITEM 10.
By signing below, I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired and are held in
the ordinary course of business and were not acquired and are not held
for the purpose of or with the effect of changing or influencing the
control of the issuer of such securities and were not acquired and are
not held in connection with or as a participant in any transaction
having that purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
JANUARY 10 , 2002
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Date
/S/ SCOTT L. REHR
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Signature
SCOTT L. REHR, EXECUTIVE VICE PRESIDENT
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Name/Title