Item 1.01.        ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

        See discussions in Item 2.01 and Item 2.03.

Item 2.01.        COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS

        On January 5, 2005, BASi Maryland, Inc., (“BASi Maryland”) a wholly-owned subsidiary of Bioanalytical Systems, Inc. (“BASi”), closed a Purchase and Sale Agreement by and between BASi Maryland, as the general partner in the PKLB Limited Partnership and 300 W. Fayette Street, LLC, a subsidiary of The Kevin F. Donohoe Company for the sale of the parcel of land situated at 300-306 West Fayette Street, Baltimore City, Maryland and the building located thereon (the “Property”) for a purchase price of Six Million Five Hundred Thousand Dollars ($6,500,000.00). The Property houses the clinical research facilities of BASi Maryland. Effective the same day, BASi Maryland entered into a three-year lease with 300 W. Fayette Street, LLC for 101,000 square feet of space in the building at an initial rent of Sixty-Seven Thousand Three Hundred Thirty-Three Dollars and Thirty-Three Cents ($67,333.33) per month (the “Lease”). Rent is secured by a letter of credit as further described in the Lease. BASi Maryland’s financial obligations in the Lease are guaranteed by BASi.

        The foregoing discussion of the Purchase and Sale Agreement is entirely qualified by reference to the Purchase and Sale Agreement which is attached hereto as Exhibit 10.1, the amendments to the Purchase and Sale Agreement, attached as Exhibits 10.2 and 10.3 and the Lease attached hereto as Exhibit 10.4 and incorporated herein by this reference.

Item 2.03.        CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.

        On January 4, 2005, BASi and National City Bank of Indiana, as successor to The Provident Bank (“National City”) executed an Amended and Restated Credit Agreement (the “Credit Agreement”), a Replacement Promissory Note, and an Amended and Restated General Security Agreement (collectively, the “Credit Facility”). The Credit Facility replaces a credit agreement between BASi and The Provident Bank, originally dated October 12, 2002 as amended.

        The Credit Facility may be drawn up to a maximum aggregate principal amount of the lesser of $6,000,000 or the “Borrowing Base” of BASi (as defined in the Credit Agreement) (against which there is currently no outstanding balance). The Credit Facility bears interest at an annual rate equal to the sum of National City’s “Prime Rate” (as defined in the Credit Agreement), plus an additional 0.25% if BASi exceeds a “Senior Debt Ratio” that is specified and defined in the Credit Agreement. Prime Rate interest payments are due monthly. In addition, BASi may elect to have interest accrue at the “Eurodollar Rate” (as defined in the Credit Agreement), plus 2.50% to 3.00%, for up to three different advances on the Credit Facility. Interest payments on the Eurodollar Rate are due on the last day of each applicable “Interest Period” (as defined in the Credit Agreement). The Credit Facility also carries an annual interest rate fee of 1.50% for all standby letters of credit and commercial letters of credit, and a 0.25% fee for the portion of the Credit Facility which is unused, minus the amount of all letters of credit. These fees are payable quarterly. Should any balance remain on the Credit Facility after December 31, 2007 or while there is an uncured Default (as defined in the Credit Agreement), the interest rate on the Credit Facility increases by 4.0% over the rate previously in effect.