X0202 4 2004-05-17 0000877902 NEOSE TECHNOLOGIES INC NTEC 0001194368 RACHESKY MARK H MD 40 WEST 57TH STREET 24TH FLOOR NEW YORK NY 10019 1 0 0 0 Common Stock 2004-05-17 4 P 0 738552 6.77 A 1493942 I See Footnotes At the end of the reporting period, the Reporting Person may be deemed to be the beneficial owner of 1,493,942 shares of the Issuer's common stock, par value $0.01 per share ("Shares"). This number consists of A) 949,078 Shares held for the account of MHR Capital Partners LP, a Delaware limited partnership ("Capital Partners"), B) 502,759 Shares held for the account of MRL Partners LP, a Delaware limited partnership ("MRL"), and C) 42,105 Shares held for the account of OTT LLC, a Delaware limited liability company ("OTT"). The general partner of each of Capital Partners and MRL is MHR Advisors LLC, a Delaware limited liability company ("Advisors"). The Reporting Person is the managing member of Advisors and OTT and, in such capacity, may be deemed to be the beneficial owner of the Shares and other securities held for the accounts of Capital Partners, MRL and OTT. The filing of this statement shall not be deemed an admission that the Reporting Person is the beneficial owner of any securities not held for his account for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise. Mark H. Rachesky, M.D. 2004-05-19