UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                                 SCHEDULE 14A
                                (Rule 14a-101)

                    INFORMATION REQUIRED IN PROXY STATEMENT

                           SCHEDULE 14A INFORMATION

                CONSENT STATEMENT PURSUANT TO SECTION 14(A) OF
             THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO.  )

Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]

Check the appropriate box:
[ ]    Preliminary Proxy Statement
[ ]    Confidential, for Use of the Commission Only (as permitted by
       Rule 14a-6(e)(2))
[ ]    Definitive Proxy Statement
[ ]    Definitive Additional Materials
[X]    Soliciting Material Pursuant to sec. 240.14a-12


                                NEOPHARM, INC.
               (Name of Registrant as Specified in its Charter)

  (Name of Person(s) Filing Consent Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X]  No fee required.
[ ]  Fee computed on table below per Exchange Act Rules 14a-6(i)(l) and 0-11

     (1)  Title of each class of securities to which transaction applies:

     (2)  Aggregate number of securities to which transaction applies:

     (3)  Per unit price or other underlying value of transaction computed
          pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
          the filing fee is calculated and state how it was determined):

     (4)  Proposed maximum aggregate value of transaction:

     (5)  Total fee paid:

[ ]  Fee paid previously with preliminary materials.

[ ]  Check box if any part of the fee is offset as provided by Exchange
     Act Rule 0-11(a)(2) and identify the filing for which the offsetting
     fee was paid previously. Identify the previous filing by registration
     statement number, or the Form or Schedule and the date of its filing.

     (1)  Amount Previously Paid:

     (2)  Form, Schedule or Registration Statement No.:

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                          [NeoPharm Graphic Omitted]

                               IMPORTANT MESSAGE


Dear Fellow NeoPharm Shareholder:

         I am writing to caution you about a development that could have an
important bearing on NeoPharm's future. I believe you need to be aware of this
development and treat it with care.

         John N. Kapoor, Ph.D., a major shareholder and member of the
Company's Board of Directors, has filed solicitation materials with the
Securities and Exchange Commission (SEC) and announced his intention to
solicit consents to take several actions, including removing the four
independent directors that were elected by shareholders less than three months
ago at the June 17 Annual Meeting and replacing them with his own, hand-picked
slate of nominees.

                               A WORD OF CAUTION

         I believe Mr. Kapoor's campaign will be a costly distraction to
management and detrimental to the future direction of Neopharm. Mr. Kapoor
appears to be running a campaign to regain the chairmanship of your board and
take control of your company without paying for it by holding out the prospect
of unrealistic reductions in the Company's costs. Your board and senior
management do not believe these reductions are attainable in the magnitude he
has indicated without serious harm to the Company's prospects and long-term
value to all of our shareholders. Despite our repeated requests, Mr. Kapoor
has offered no specific plan as to how he would achieve his unrealistic goals.

         I urge you to treat any communication from Mr. Kapoor with caution.

         In addition, I urge you NOT to sign any WHITE consent card solicited
by Mr. Kapoor without first having received and considered information that
will be sent to you by NeoPharm's board and senior management in the near
future.

         Your Board and senior management will be sending you consent
revocation material explaining their position, along with a BLUE revocation of
consent card in the coming weeks.

         You may rest assured that your Board will continue to act in the best
interests of Neopharm and all its shareholders. Thank you for your continued
support.


Sincerely,


/s/ Erick Hanson
Erick Hanson
Chairman of the Board


NeoPharm, its executive officers and its directors (other than Mr. Kapoor) may
be deemed to be participants in the solicitation of revocations of consents in
response to Mr. Kapoor's consent solicitation. Information regarding persons
who may be deemed to be participants in such solicitation on behalf of
NeoPharm may be found in NeoPharm's preliminary consent revocation statement
dated as of September 9, 2004. You may obtain a copy of the preliminary
consent revocation statement without charge by accessing the SEC's website at
www.sec.gov, or the company's website at www.neophrm.com.