UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940

Form 4

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___ Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

(Print or Type Responses)

1 .Name and Address of Reporting Person* Black Bear Offshore Master Fund Limited

2. Issuer Name and Ticker or Trading Symbol Neose Technologies, Inc. (NTEC)

6. Relationship of Reporting Person(s) to Issuer (Check all applicable) ______Director __X__10% Owner ______Officer (give ______Other (specify title below) below) ____________________________

(Last) (First) (Middle) c/o CITCO Fund Services (Cayman Islands) Limited Corporate Centre, West Bay Road P.O. Box 31106-SMB

3. IRS Identification Number of Reporting Person, if an entity (voluntary)

4. Statement for Month/Year September 1223, 2002

(Street) Grand Cayman, Cayman Islands

5. If Amendment, Date of Original (Month/Year)

7. Individual or Joint/Group Filing (Check Applicable Line) XX___Form ~~Form~~ filed by One Reporting Person ~~___Form~~XXForm filed by More than One Reporting Person

(City) (State) (Zip)

Table I Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1. Title of Security (Instr. 4)

2. Trans- action Date (Month/ Day/ Year)

3. Trans- Action Code (Instr. 8)

4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 AND 5)

5. Amount of Securities Beneficially Owned at End of Month (Instr. 3 and 4)

6. Owner- ship Form: Direct (D) or Indirect (I) (Instr. 4)

7. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

Amount

(A) or (D)

Price

Common Stock

09/1219/02

~~600~~4,559

6.624901

1,~~628~~633,~~841~~400

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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Table II Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)

2. Conver- sion or Exercise Price of Deri- vative Security

3. Trans- action Date (Month/ Day/ Year)

4. Trans- action Code (Instr. 8)

5. Number of Deriv- ative Securities Ac- quired (A) or Dis- posed of (D) (Instr. 3, 4, and 5)

6. Date Exer- cisable and Expiration Date (Month/Day/ Year).

7. Title and Amount of Securities Underlying Derivative Security (Inst. 4)

8. Price of Deriv- ative Secur- ity (Instr. 5)

9. Number of deriv- ative Secur- ities Bene- ficially Owned at End of Month (Instr. 4)

10. Owner- ship Form of Deriv- ative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 5)

Code

(A)

(D)

Date Exer- cisable

Expira- tion Date

Title

Amount or Number of Shares

Explanation of Responses:

Black Bear Offshore Master Fund Limited ("Filer") disclaims membership in a group with any other person within the meaning of Rule 13d-5(b)(i) and Rule 16a-1(a)(1) under the Securities Exchange Act of 1934, as amended.

Dated: September 1623, 2002

Black Bear Offshore Master Fund Limited

By: Eastbourne Capital Management, L.L.C.

Attorney-in-fact

By: /s/ Eric M. Sippel

Chief Operating Officer

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See 18 U.S.C. 1001 and 15 U.S.C. 78ff

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient,
See Instruction 6 for procedure.

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