<PAGE>

                                  UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 10-Q

(Mark One)
[X]      QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
            OF THE SECURITIES EXCHANGE ACT OF 1934

                         For the Quarterly Period Ended
                                November 30, 2001

[ ]      TRANSITION REPORT UNDER SECTION 13 OR 15(d)
            OF THE EXCHANGE ACT

                         For the Transition Period From
                       _______________ to _______________

                         Commission file number 0-17988

                               NEOGEN CORPORATION

             (Exact name of Registrant as specified in its charter)

              Michigan                                   38-2367843
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
corporation or organization)

                                620 Lesher Place
                             Lansing, Michigan 48912
                                 (517) 372-9200
                    (Address of principal executive offices)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes X No

As of January 1, 2002, there were 6,061,000 outstanding shares of Common Stock.

<PAGE>

                                      INDEX

                       NEOGEN CORPORATION AND SUBSIDIARIES

PART I.  FINANCIAL INFORMATION
------------------------------

ITEM 1.  Interim Condensed Financial Statements (unaudited).

         Consolidated Balance Sheets - November 30, 2001 and May 31, 2001.

         Consolidated Statements of Income - Three months and six months ended
         November 30, 2001 and 2000.

         Consolidated Statements of Stockholders' Equity - Six months ended
         November 30, 2001.

         Consolidated Statements of Cash Flows - Six months ended November 30,
         2001 and 2000.

         Notes to Interim Consolidated Financial Statements - November 30, 2001.

ITEM 2.  Management's Discussion and Analysis of Financial Condition and
         Results of Operations.

ITEM 3.  Quantitative and Qualitative Disclosures about Market Risk.

PART II.  OTHER INFORMATION
---------------------------

ITEM 1.  Legal Proceedings.

ITEM 2.  Changes in Securities.

ITEM 3.  Defaults upon Senior Securities.

ITEM 4.  Submission of Matters to a Vote of Security Holders.

ITEM 5.  Other Information.

ITEM 6.  Exhibits and Reports on Form 8-K.

SIGNATURES
----------

                                     - 2 -

<PAGE>

PART I. - FINANCIAL INFORMATION

ITEM 1.  INTERIM CONDENSED FINANCIAL STATEMENTS

CONSOLIDATED BALANCE SHEETS (UNAUDITED)
NEOGEN CORPORATION AND SUBSIDIARIES

                                                       November 30      May 31
                                                          2001           2001
                                                       -----------   -----------
ASSETS
------
CURRENT ASSETS
    Cash                                               $   502,000   $   848,000
    Marketable securities                                4,886,000     6,334,000
    Accounts receivable, net                             6,845,000     6,026,000
    Inventories                                          6,714,000     6,974,000
    Other current assets                                 1,192,000     1,397,000
                                                       -----------   -----------
                         TOTAL CURRENT ASSETS           20,139,000    21,579,000

PROPERTY AND EQUIPMENT, NET                              3,150,000     2,721,000
INTANGIBLE AND OTHER ASSETS - NOTE B
    Goodwill                                            11,432,000     7,076,000
    Other intangible assets, net                         1,232,000     1,077,000
    Other assets                                           527,000       569,000
                                                       -----------   -----------

                                                       $36,480,000   $33,022,000
                                                       ===========   ===========

LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
CURRENT LIABILITIES
    Accounts payable                                   $ 1,449,000   $ 1,207,000
    Other accrued liabilities                            1,537,000     2,079,000
    Current maturities of long-term notes payable           49,000        49,000
                                                       -----------   -----------
                    TOTAL CURRENT LIABILITIES            3,035,000     3,335,000

LONG-TERM NOTES PAYABLE                                      4,000        28,000
OTHER LONG-TERM LIABILITIES                                322,000       322,000

STOCKHOLDERS' EQUITY
    Preferred stock, $1.00 par value, 100,000
      shares authorized, none issued and outstanding            --            --
    Common stock, $.16 par value,
      20,000,000 shares authorized, 6,045,000
      shares issued at November 30, 2001;
      5,824,000 shares issued at May 31, 2001              967,000       932,000
    Additional paid-in capital                          23,300,000    21,560,000
    Retained earnings                                    8,852,000     6,845,000
                                                       -----------   -----------
                                                        33,119,000    29,337,000
                                                       -----------   -----------

                                                       $36,480,000   $33,022,000
                                                       ===========   ===========

See notes to interim consolidated financial statements.

                                     - 3 -

<PAGE>

CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

NEOGEN CORPORATION AND SUBSIDIARIES

<TABLE>
<CAPTION>
                                     Three Months Ended November 30   Six Months Ended November 30
                                          2001            2000            2001            2000
                                      ------------    ------------    ------------    ------------
<S>                                   <C>             <C>             <C>             <C>
SALES                                 $ 10,699,000    $  9,009,000    $ 20,431,000    $ 17,133,000
Cost of goods sold                       5,026,000       4,465,000       9,866,000       8,593,000
                                      ------------    ------------    ------------    ------------
                       GROSS MARGIN      5,673,000       4,544,000      10,565,000       8,540,000

OPERATING EXPENSES
  Sales and marketing                    2,259,000       1,789,000       4,406,000       3,636,000
  General and administrative             1,179,000       1,139,000       2,177,000       2,067,000
  Research and development                 541,000         456,000       1,053,000         875,000
                                      ------------    ------------    ------------    ------------
                                         3,979,000       3,384,000       7,636,000       6,578,000
                                      ------------    ------------    ------------    ------------

                   OPERATING INCOME      1,694,000       1,160,000       2,929,000       1,962,000

OTHER INCOME
  Interest income                           29,000          86,000          82,000         197,000
  Interest expense                          (1,000)        (11,000)         (2,000)        (21,000)
  Other                                     83,000          78,000         159,000         156,000
                                      ------------    ------------    ------------    ------------
                                           111,000         153,000         239,000         332,000
                                      ------------    ------------    ------------    ------------

      INCOME BEFORE TAXES ON INCOME      1,805,000       1,313,000       3,168,000       2,294,000

INCOME TAXES                               660,000         453,000       1,161,000         762,000
                                      ------------    ------------    ------------    ------------

                         NET INCOME   $  1,145,000    $    860,000    $  2,007,000    $  1,532,000
                                      ============    ============    ============    ============

NET INCOME PER SHARE

   Basic                              $       0.19    $       0.15    $       0.34    $       0.27
                                      ============    ============    ============    ============
   Diluted                            $       0.18    $       0.15    $       0.32    $       0.27
                                      ============    ============    ============    ============
</TABLE>

See notes to interim consolidated financial statements.

                                     - 4 -

<PAGE>

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (UNAUDITED)

NEOGEN CORPORATION AND SUBSIDIARIES

<TABLE>
<CAPTION>
                                           Common Stock
                                      -------------------------    Additional
                                         Number                      Paid-In         Retained
                                       of Shares       Amount        Capital         Earnings
                                      ------------   ----------   -------------   -------------
<S>                                     <C>          <C>          <C>             <C>
Balance at June 1, 2001                 5,824,000    $  932,000   $ 21,560,000    $  6,845,000
   Exercise of options and warrants       155,500        24,000        958,000
   Acquisitions                            93,500        15,000      1,093,000
   Repurchase of shares                  (28,000)       (4,000)       (311,000)
   Net income for the
      six months ended
      November 30, 2001                                                              2,007,000
                                      ------------   ----------   -------------   -------------

BALANCE AT NOVEMBER 30, 2001            6,045,000    $ 967,000    $ 23,300,000    $  8,852,000
                                      ============   ==========   =============   =============
</TABLE>

See notes to interim consolidated financial statements.

                                     - 5 -

<PAGE>

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

NEOGEN CORPORATION AND SUBSIDIARIES

<TABLE>
<CAPTION>
                                                          Six Months Ended November 30
                                                              2001            2000
                                                          ------------    ------------
<S>                                                       <C>             <C>
OPERATING ACTIVITIES
    Net income                                            $  2,007,000    $  1,532,000
    Adjustments to reconcile net income to net cash
     provided by operating activities:
       Depreciation and amortization                           498,000         672,000
    Changes in operating assets and
     liabilities, net of acquisitions:
       Accounts receivable                                    (511,000)       (419,000)
       Inventories                                             390,000           8,000
        Other current assets                                   205,000         (11,000)
       Accounts payable                                          5,000        (276,000)
       Other accrued liabilities                              (542,000)       (436,000)
                                                          ------------    ------------
                                   NET CASH PROVIDED BY
                                   OPERATING ACTIVITIES      2,052,000       1,070,000

INVESTING ACTIVITIES
    Sales of marketable securities                          12,088,000       4,712,000
    Purchases of marketable securities                     (10,640,000)     (1,247,000)
    Purchases of property and equipment
     and other assets                                         (902,000)       (480,000)
    Acquisitions                                            (3,587,000)     (4,748,000)
                                                          ------------    ------------
                                       NET CASH USED IN
                                   INVESTING ACTIVITIES     (3,041,000)     (1,763,000)

FINANCING ACTIVITIES
    Payments on long-term borrowings                           (24,000)        (24,000)
    Net payments for repurchase
     of common stock                                          (315,000)       (573,000)
    Net proceeds from issuance
      of common stock                                          982,000
                                                          ------------    ------------

                            NET CASH (USED IN) PROVIDED
                                BY FINANCING ACTIVITIES        643,000        (597,000)
                                                          ------------    ------------

                                       DECREASE IN CASH       (346,000)     (1,290,000)
Cash at beginning of period                                    848,000       2,198,000
                                                          ------------    ------------

                                  CASH AT END OF PERIOD   $    502,000    $    908,000
                                                          ============    ============
</TABLE>

See notes to interim consolidated financial statements.

                                     - 6 -

<PAGE>

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

NEOGEN CORPORATION AND SUBSIDIARIES

NOTE A - BASIS OF PRESENTATION
------------------------------

The accompanying unaudited condensed financial statements have been prepared in
accordance with generally accepted accounting principles for interim financial
information and with the instructions to Form 10-Q and Article 10 of Regulation
S-X. Accordingly, they do not include all of the information and footnotes
required by generally accepted accounting principles for complete financial
statements. In the opinion of management, all adjustments (consisting only of
normal recurring accruals) considered necessary for a fair presentation have
been included. The results of operations for the three and six month periods
ended November 30, 2001 are not necessarily indicative of the results to be
expected for the fiscal year ending May 31, 2002. For more complete financial
information, these consolidated financial statements should be read in
conjunction with the May 31, 2001 audited consolidated financial statements and
the notes thereto included in the Company's annual report on Form 10-K for the
year ended May 31, 2001.

NOTE B - CHANGE IN ACCOUNTING FOR GOODWILL
------------------------------------------

The Company has adopted Financial Accounting Standards Board SFAS 142 "Goodwill
and other intangible assets" effective June 1, 2001. Under the provisions of the
Statement, goodwill is no longer amortized but instead is reviewed for
impairment at least annually. SFAS 142 provides a six-month transitional period
from the effective date of adoption for Management to perform an assessment of
whether there is an indication that goodwill is impaired. This review was
completed with no indication of impairment of goodwill identified.

A reconciliation of the allocation of intangible assets as reported at May 31,
2001 and at June 1, 2001, following the adoption of SFAS 142, is as follows:

<TABLE>
<CAPTION>
                                      May 31, 2001                 Reclassifications               June 1, 2001
                                   Gross                          Gross                         Gross
                                 Carrying      Accumulated      Carrying       Accumulated     Carrying       Accumulated
                                  Amount      Amortization       Amount       Amortization      Amount       Amortization
                               -----------     -----------     ----------      ----------    -----------      -----------
<S>                             <C>            <C>              <C>            <C>            <C>             <C>
Goodwill                        $8,123,000     $ 1,047,000      $ 280,000      $  133,000     $8,403,000      $ 1,180,000

Intangible assets with
indefinite lives                                                  614,000         199,000        614,000          199,000

Intangible assets with
finite lives                                                    1,019,000         504,000      1,019,000          504,000

Other assets                     2,482,000         836,000     (1,913,000)       (836,000)       569,000                -
                               -----------     -----------     ----------      ----------    -----------      -----------
                               $10,605,000     $ 1,883,000     $        -      $        -    $10,605,000      $ 1,883,000
                               ===========     ===========     ==========      ==========    ===========      ===========
</TABLE>

                                      - 7 -

<PAGE>

The allocation of assets following SFAS 142 as of June 1, 2001 and November 30,
2001 is summarized in the following table:

<TABLE>
<CAPTION>
                                                June 1, 2001              November 30, 2001
                                             Gross                       Gross
                                            Carrying    Accumulated     Carrying    Accumulated
                                             Amount    Amortization      Amount    Amortization
                                          -----------   -----------   -----------   -----------
<S>                                       <C>           <C>           <C>           <C>
Goodwill:
     Food Safety                          $   841,000   $   123,000   $ 4,368,000   $   123,000
     Animal Safety                          7,562,000     1,057,000     8,244,000     1,057,000
                                          -----------   -----------   -----------   -----------
          Total                             8,403,000     1,180,000    12,612,000     1,180,000

Intangible assets with indefinite lives       614,000       199,000       614,000       199,000

Intangible assets with finite lives:

     Licenses                                 305,000        69,000       649,000       122,000
     Covenants not to compete                 355,000       171,000       414,000       204,000
     Patents                                  351,000       263,000       351,000       271,000
     Other                                      8,000         1,000         1,000         1,000
                                          -----------   -----------   -----------   -----------
                                            1,019,000       504,000     1,415,000       598,000
</TABLE>

As provided by SFAS 142, the results of operations of the three and six-month
periods ended November 30, 2000 have not been restated. If the statement had
been adopted as of June 1, 2000, the effect would have resulted in the reduction
in amortization of $96,000 and $188,000 in the three and six-month periods,
respectively. Net income would have been $956,000 ($.17, basic and diluted) and
$1,720,000 ($.30, basic and diluted) in the three months six months ended
November 30, 2000, respectively.

Estimated fiscal year amortization expense is as follows: 2002-$144,000;
2003-$139,000; 2004-$119,000; 2005-$80,000 and 2006-$53,000.


NOTE C - CHANGE IN ACCOUNTING FOR DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES
-------------------------------------------------------------------------------

SFAS 133, as amended by SFAS 137 and SFAS 138, established accounting and
reporting standards for derivative instruments and for hedging activities. The
Company adopted SFAS 133 as amended, effective June 1, 2001. The adoption of
SFAS 133 will not have a significant impact on the financial position or results
of operations of the Company because the Company currently has no derivative
instruments or hedging activities.

                                     - 8 -

<PAGE>

NOTE D - EARNINGS PER SHARE
---------------------------

The following table presents the calculation of earnings per share:

<TABLE>
<CAPTION>
                                                       Three Months               Six Months
                                                     Ended November 30         Ended November 30
                                                     2001         2000         2001         2000
                                                  ----------   ----------   ----------   ----------
<S>                                               <C>          <C>          <C>          <C>
Basic and Diluted - Earnings per Share
                 Numerator - Net Income           $1,145,000   $  860,000   $2,007,000   $1,532,000
                                                  ==========   ==========   ==========   ==========

Denominator:
     For basic earnings per share-
                 Weighted average shares           5,956,000    5,680,000    5,919,000    5,710,000
     Effect of dilutive securities-
                 Stock options and warrants          447,000       85,000      409,000       41,000
                                                  ----------   ----------   ----------   ----------
     For diluted earnings per share-
                 Adjusted weighted average
                 shares and assumed conversions    6,403,000    5,765,000    6,328,000    5,751,000
                                                  ==========   ==========   ==========   ==========

Basic Earnings per Share                          $     0.19   $     0.15   $     0.34   $     0.27
                                                  ==========   ==========   ==========   ==========

Diluted Earnings per Share                        $     0.18   $     0.15   $     0.32   $     0.27
                                                  ==========   ==========   ==========   ==========
</TABLE>

                                     - 9 -

<PAGE>

NOTE E - STOCK REPURCHASE
-------------------------

The Company's board of directors has authorized the purchase of up to 1,000,000
shares of the Company's common stock. As of November 30, 2001, the Company had
purchased 654,000 shares in negotiated and open market transactions. Shares
purchased under this buy-back program will be retired and used to satisfy future
issuance of common stock upon the exercise of outstanding stock options and
warrants.

NOTE F - INVENTORIES
--------------------

Inventories are stated at the lower of cost, determined on the first-in,
first-out method, or market. The components of inventories are as follows:

                          November 30, 2001          May 31, 2001
                          -----------------          ------------
Raw Material              $       1,516,000          $  1,832,000
Work-In-Process                     882,000               885,000
Finished Goods                    4,316,000             4,257,000
                          -----------------          ------------
                          $       6,714,000          $  6,974,000
                          =================          ============

NOTE G - SEGMENT INFORMATION
----------------------------

The Company has two reportable segments: Food Safety and Animal Safety. The Food
Safety segment produces and markets diagnostic test kits and related products
used by food producers and processors to detect harmful natural toxins, drug
residues, foodborne bacteria, food allergens, pesticide residues, disease
infections and levels of general sanitation. The Animal Safety segment is
primarily engaged in the production and marketing of products dedicated to
animal health, including 250 different veterinary instruments and a complete
line of consumable products marketed to veterinarians and distributors serving
the professional animal health industry.

These segments are managed separately because they represent strategic business
units that offer different products and require different marketing strategies.
Management evaluates performance based on total sales and operating income of
the respective segments.


                                       - 10 -

<PAGE>

Segment information for the three months ended November 30, 2001 and 2000 was as
follows:

<TABLE>
<CAPTION>
                                                                                            Corporate
                                                   Food                 Animal                    and
                                                 Safety                 Safety       Eliminations (1)               Total
--------------------------------------------------------------------------------------------------------------------------
2001
<S>                                        <C>                 <C>               <C>                        <C>
Net sales to external customers            $  5,290,000        $     5,409,000   $                 -        $  10,699,000
Operating income                              1,007,000                915,000              (228,000)           1,694,000
Total assets                                 14,286,000             16,927,000              5,267,000          36,480,000
--------------------------------------------------------------------------------------------------------------------------

2000

Net sales to external customers            $  4,325,000        $     4,684,000   $                 -         $  9,009,000
Operating income                                639,000                753,000              (232,000)           1,160,000
Total assets                                  9,920,000             14,843,000              4,988,000          29,751,000
--------------------------------------------------------------------------------------------------------------------------
</TABLE>

Segment information for the six months ended November 30, 2001 and 2000 was as
follows:

<TABLE>
<CAPTION>
                                                                                            Corporate
                                                   Food                 Animal                    and
                                                 Safety                 Safety       Eliminations (1)               Total
--------------------------------------------------------------------------------------------------------------------------
2001
<S>                                        <C>                 <C>               <C>                        <C>
Net sales to external customers            $ 10,239,000        $    10,192,000   $                 -        $  20,431,000
Operating income                              1,913,000              1,460,000              (444,000)           2,929,000
Total assets                                 14,286,000             16,927,000              5,267,000          36,480,000
--------------------------------------------------------------------------------------------------------------------------

2000

Net sales to external customers            $  8,714,000         $    8,419,000   $                 -        $  17,133,000
Operating income                              1,331,000              1,042,000              (411,000)           1,962,000
Total assets                                  9,920,000             14,843,000              4,988,000          29,751,000
--------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  Includes corporate assets, consisting principally of marketable securities,
     and overhead expenses not allocated to specific business segments. Also
     includes the elimination of intersegment transactions and minority
     interests.


                                       - 11 -

<PAGE>

NOTE H - ACQUISITIONS
---------------------

As of June 30, 2001, the Company purchased 100% of the common stock of QA Life
Sciences. QA has a product line directed toward testing of food and water. The
purchase price, subject to certain post closing adjustments, was 58,000 shares
of Neogen stock with provision for payment of up to an additional 3,100 issued
shares of Neogen stock based on post closing collections of accounts receivable
and an additional $200,000 based on achievement of specific levels of post
closing revenues. The accounts receivable secondary payment requirements were
met and required share payment was made as of August 31, 2001. The purchase
price and acquisition costs were allocated $129,000 to current assets, $150,000
to the property and equipment and $487,000 to intangible assets. Revenues of QA
Life Sciences in the 12 months prior to the acquisition were less than
$1,000,000.

As of August 1, 2001, the Company purchased for cash substantially all of the
assets of Gene-Trak Systems from Vysis, Inc. Gene-Trak has a product line for
tests of specific bacteria in food. The purchase price and acquisition costs
were allocated $378,000 to current assets, $125,000 to property and equipment
and $3,144,000 to intangible assets. Revenues of Gene-Trak in the 12 months
prior to the acquisition were approximately $3,000,000.

In July 2001 final determination was made of amounts due as secondary payments
to the former owners of AmVet Pharmaceuticals. To satisfy these obligations,
32,388 shares of Neogen stock valued at $416,000 were issued and cash payments
of $133,000 were made.

These transactions were accounted for as purchases under the provision of SFAS
141. Results of operations are included in the consolidated financial statements
beginning with the date of the acquisition. Common Stock was valued at the
closing price on the date of the transaction after allowance for restriction
related to the shares tendered.

NOTE I - LEGAL PROCEEDINGS
--------------------------

The Company is involved in several legal proceedings, none of which, in the
opinion of Management is material to the financial statements.

NOTE J - SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION
----------------------------------------------------------

<TABLE>
<CAPTION>
                                 Three Months                                   Six Months
                              Ended November 30                             Ended November 30
                           2001               2000                       2001                2000
                     ----------------- -------------------        -------------------- ------------------
<S>                   <C>                 <C>                        <C>                <C>
Cash Paid For:
Income Taxes              $   708,000         $    73,000                $  1,908,000       $  1,349,000
Interest                        1,000              10,000                       2,000             21,000
</TABLE>




                                       - 12 -

<PAGE>

PART I. FINANCIAL INFORMATION

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

The information in this Management's Discussion and Analysis of Financial
Condition and Results of Operations contains both historical financial
information and forward-looking statements. Neogen does not provide forecasts of
future performance. While management is optimistic about the Company's long-term
prospects, historical financial information may not be indicative of future
financial performance.

The words "anticipate", "believe", "potential", "expect", and similar
expressions used herein are intended to identify forward-looking statements.
Forward-looking statements involve certain risks and uncertainties. Various
factors, including competition, recruitment and dependence on key employees,
impact of weather on agriculture and food production, identification and
integration of acquisitions, research and development risks, patent and trade
secret protection, government regulation and other risks detailed from time to
time in the Company's reports on file at the Securities and Exchange Commission
may cause actual results to differ materially from those contained in the
forward-looking statements.

Accounting Changes
------------------

In July 2001, the Financial Accounting Standards Board ("FASB") issued Statement
of Financial Accounting Standards ("SFAS") 142 "Goodwill and Other Intangible
Assets." As allowed under the Standard, the Company has adopted SFAS 142 as of
June 1, 2001. SFAS 142 requires goodwill and intangible assets with indefinite
useful lives to no longer be amortized, but instead be tested for impairment at
least annually.

With the adoption of SFAS 142, Management reviewed classifications, useful
lives, and residual lives of all acquired intangible assets. Following this
review, changes in classification were made as described in Note B. No changes
in the amortization periods or residual values were determined to be necessary.

SFAS 142 provides a six-month transitional period from the effective date of
adoption for Management to perform an assessment of whether there is an
indication that goodwill is impaired. This review was completed with no
indication of impairment of goodwill identified.

Additionally, the Company adopted the provisions of SFAS 133, as amended, as of
June 1, 2001. This statement, which establishes accounting and reporting
standards for derivative instruments and for hedging activities, did not have a
significant impact on the financial position or results of operations of the
Company.


                                       - 13 -

<PAGE>

Three Months and Six Months Ended November 30, 2001 Compared to Three Months and
--------------------------------------------------------------------------------
Six Months Ended November 30, 2000
----------------------------------

Total sales increased $1,690,000 or 19% in the November 2001 quarter as compared
to the November 2000 quarter, and were up $3,298,000 or 19% in the six months
ended November 30, 2001 as compared to the first six months of the 2001 fiscal
year. Sales of products dedicated to Food Safety were up 22% for the quarter and
18% for the six-month period, and sales of Animal Safety products were up 15%
for the quarter and 21% for the six-month period as compared to the applicable
periods of fiscal 2001.

The increase in Food Safety sales includes increases in sales of comparable
products of 14% for the quarter and 10% for the six months. Sales of test kits
for the detection of naturally occurring mycotoxins, such as aflatoxin and DON
(vomitoxin) increased marginally for the quarter and for the six-month period.
These sales increases came during a year without the presence of adverse weather
conditions that in some years have resulted in significant demand fluctuations.
It is believed that the Company's investment in sales and marketing has resulted
in gains in market share. Sales of test kits to detect harmful bacteria such as
E. coli O157:H7, Salmonella, and Listeria increased 50% for the quarter and 36%
for the six-month period. The sales came as the Company has continued to
penetrate this rapidly growing market.

The increase in Animal Safety sales for the quarter and six-month period came
from increased sales of comparable products. In the quarter, sales of all Animal
Safety product lines increased compared to the prior year with the exception of
sales of the Company's vaccine for Botulism B, which while selling at a normal
rate was compared to a two-quarter delivery rate in the second quarter of last
year following the resolution of production and supply problems. Additionally,
current year sales are compared against prior year second quarter sales, which
include almost $400,000 of sales of a now discontinued product. Finally, sales
of Eqstim(R), an immunostimulant, declined as a result of heightened competition
in the marketplace. Increases came in sales of durable veterinary instruments of
36%, and in the Company's Triple Crown product line which increased 38%.
Veterinary instrument sales included sales of the Company's new stronger and
more detectable needle, which has initially been directed toward the swine
market. Sales of Triple Crown products increased as a result of focused efforts
of the distribution organization. Sales for the six-month period followed a
similar pattern with the exception that sales of the Botulism B vaccine product
showed an increase of 19% compared to the year earlier.

Gross margin in the November 2001 quarter increased to 53% from 50% in the
November 30, 2000 quarter, and to 52% in the six months ended November 30, 2001
from 50% in 2000. Food Safety margins increased in the quarter and six-month
period as a result of product mix and the addition of higher margin products
from the QA Life Sciences and Gene-Trak acquisitions. Animal Safety margins were
unchanged in the quarter and six-month periods.

Sales and marketing expenses increased $470,000 or 26% from the November 2000
quarter and $770,000 or 21% for the six-month period. These expenses rose in
relation to sales increases. As a percentage of sales, these expenses rose 1% in
both the quarter and the six-month period. On a divisional basis, sales expenses
were comparable to the prior year.


                                       - 14 -

<PAGE>

General and administrative expenses increased $40,000 or 4% from the November
2000 quarter, and $110,000 or 5% for the six-month period. As a percentage of
revenue, these expenses decreased from 13% to 11% in the quarter, and from 12%
to 11% in the six-month period. The increase in dollar expenses consisted
principally of personnel additions and similar costs necessary to provide
accounting and other administrative functions for the greater level of
operations, offset principally by reductions in amortization. General and
administrative expense by division is consistent with the prior year.

The effect of the change in accounting for amortization resulted in the
reduction of $96,000 of amortization in the quarter and $188,000 in amortization
in the six-month period as compared to the prior year.

Research and development expenses increased $85,000 or 19% from the November
2000 quarter, and $178,000 or 20% for the six-month period. As a percentage of
revenues, Research and development expenses remained constant during the
periods.

The federal and state tax rates in the second quarter of 2001 increased to 36.6%
from 34.5% in the prior year. For the six-month period, tax rates increased to
36.7% from 33.2% in the prior year. The tax provision of the prior year was
favorably affected by tax credits carried over from earlier years and operating
loss carryforwards for state purposes. No further credit or other carryforwards
are available.

Other income decreased in the November 2001 quarter and six-month period,
principally as a result of the reduction in interest income from invested
balances following the acquisitions consummated in the first quarter, and as a
result of significant reductions in interest rates.

Financial Condition and Liquidity
---------------------------------

At November 30, 2001, the Company had $5,388,000 in cash and marketable
securities, working capital of $17,104,000 and stockholders' equity of
$33,119,000. In addition, the Company has unused bank lines totaling
$10,000,000. Cash and marketable securities decreased in the six months ended
November 30, 2001 with cash generated by operations of $2,052,000 offset by cash
expended for Gene-Trak, property additions and other assets.

Accounts receivable were $800,000 higher at November 30, 2001 than at May 31 due
primarily to the Gene-Trak acquisition and increases in sales during the period.
Inventories decreased $300,000 at November 30, 2001 compared to May 31. This
resulted from continued strong management of this asset despite the acquisitions
and an increase in the level of operations. The decrease in current liabilities
results from timing of payments.

At November 30, 2001, the Company had no material commitments for capital
expenditures. Inflation and changing prices are not expected to have a material
effect on the Company's operations.

Management believes that the Company's existing cash and marketable securities
at November 30, 2001, along with its available bank lines of credit and cash
expected to be generated from future operations, will be sufficient to fund
activities for the foreseeable future. However, existing cash and marketable
securities may not be sufficient to meet the Company's cash requirements to
commercialize products currently under development or its plans to acquire
additional technology and products that fit within the Company's mission
statement. Accordingly, the Company may be required to issue equity securities
or enter into other financing arrangements for a portion of the Company's future
capital needs.


                                       - 15 -

<PAGE>

PART I. FINANCIAL INFORMATION

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS

The Company's exposure to market risk for changes in interest rates relates to
its portfolio of marketable securities. The Company has no significant
borrowings. Interest rate risk is managed by investing in high-quality issuers
and seeking to avoid principal loss of invested funds by limiting default risk
and market risk. The Company manages default risks by investing in only
high-credit-quality securities and by responding appropriately to a significant
reduction in a credit rating of any investment issuer or guarantor. The
portfolio includes only marketable securities with active secondary or resale
markets to ensure portfolio liquidity.


                                       - 16 -

<PAGE>

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

The Company is involved in several legal proceedings, none of which, in the
opinion of the Management, is material to the financial statements.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

The Annual Meeting of the Company was held on October 5, 2001. The matters voted
upon and the results of the vote follow:

       1)   Election of Directors              FOR
            Robert M. Book                     5,221,272
            Leonard E. Heller                  5,231,572
            Jack C. Parnell                    5,220,572

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibit Index

None

(b)  Reports on Form 8-K Filed in Quarterly Period Ended November 30, 2001.

The Company did not file any reports on Form 8-K in the quarterly period ended
November 30, 2001.


                                       - 17 -

<PAGE>

                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                               NEOGEN CORPORATION

                       /s/ James L. Herbert
                       --------------------
Date     1/14/02           James L. Herbert
                           President


                       /s/ Richard R. Current
                       ----------------------
Date     1/14/02           Richard R. Current
                           Vice President & Chief Financial Officer

                                       - 18 -
[{"type": "10-Q", "sequence": "1", "filename": "d10q.txt", "description": "QUARTERLY REPORT", "secsgml_size_bytes": 44341}]
{"company-data": {"conformed-name": "NEOGEN CORP", "cik": "0000711377", "assigned-sic": "2835", "irs-number": "382367843", "state-of-incorporation": "MI", "fiscal-year-end": "0531"}, "filing-values": {"form-type": "10-Q", "act": "34", "file-number": "000-17988", "film-number": "2508692"}, "business-address": {"street1": "620 LESHER PLACE", "city": "LANSING", "state": "MI", "zip": "48912", "phone": "5173729200"}, "mail-address": {"street2": "620 LESHER PLACE", "city": "LANSING", "state": "MI", "zip": "48912"}}
UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 10-Q

(Mark One)
[X]      QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
            OF THE SECURITIES EXCHANGE ACT OF 1934

                         For the Quarterly Period Ended
                                November 30, 2001

[ ]      TRANSITION REPORT UNDER SECTION 13 OR 15(d)
            OF THE EXCHANGE ACT

                         For the Transition Period From
                       _______________ to _______________

                         Commission file number 0-17988

                               NEOGEN CORPORATION

             (Exact name of Registrant as specified in its charter)

              Michigan                                   38-2367843
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
corporation or organization)

                                620 Lesher Place
                             Lansing, Michigan 48912
                                 (517) 372-9200
                    (Address of principal executive offices)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes X No

As of January 1, 2002, there were 6,061,000 outstanding shares of Common Stock.
INDEX

                       NEOGEN CORPORATION AND SUBSIDIARIES

PART I.  FINANCIAL INFORMATION
------------------------------

ITEM 1.  Interim Condensed Financial Statements (unaudited).

         Consolidated Balance Sheets - November 30, 2001 and May 31, 2001.

         Consolidated Statements of Income - Three months and six months ended
         November 30, 2001 and 2000.

         Consolidated Statements of Stockholders' Equity - Six months ended
         November 30, 2001.

         Consolidated Statements of Cash Flows - Six months ended November 30,
         2001 and 2000.

         Notes to Interim Consolidated Financial Statements - November 30, 2001.

ITEM 2.  Management's Discussion and Analysis of Financial Condition and
         Results of Operations.

ITEM 3.  Quantitative and Qualitative Disclosures about Market Risk.

PART II.  OTHER INFORMATION
---------------------------

ITEM 1.  Legal Proceedings.

ITEM 2.  Changes in Securities.

ITEM 3.  Defaults upon Senior Securities.

ITEM 4.  Submission of Matters to a Vote of Security Holders.

ITEM 5.  Other Information.

ITEM 6.  Exhibits and Reports on Form 8-K.

SIGNATURES
----------

                                     - 2 -
PART I. - FINANCIAL INFORMATION

ITEM 1.  INTERIM CONDENSED FINANCIAL STATEMENTS

CONSOLIDATED BALANCE SHEETS (UNAUDITED)
NEOGEN CORPORATION AND SUBSIDIARIES

                                                       November 30      May 31
                                                          2001           2001
                                                       -----------   -----------
ASSETS
------
CURRENT ASSETS
    Cash                                               $   502,000   $   848,000
    Marketable securities                                4,886,000     6,334,000
    Accounts receivable, net                             6,845,000     6,026,000
    Inventories                                          6,714,000     6,974,000
    Other current assets                                 1,192,000     1,397,000
                                                       -----------   -----------
                         TOTAL CURRENT ASSETS           20,139,000    21,579,000

PROPERTY AND EQUIPMENT, NET                              3,150,000     2,721,000
INTANGIBLE AND OTHER ASSETS - NOTE B
    Goodwill                                            11,432,000     7,076,000
    Other intangible assets, net                         1,232,000     1,077,000
    Other assets                                           527,000       569,000
                                                       -----------   -----------

                                                       $36,480,000   $33,022,000
                                                       ===========   ===========

LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
CURRENT LIABILITIES
    Accounts payable                                   $ 1,449,000   $ 1,207,000
    Other accrued liabilities                            1,537,000     2,079,000
    Current maturities of long-term notes payable           49,000        49,000
                                                       -----------   -----------
                    TOTAL CURRENT LIABILITIES            3,035,000     3,335,000

LONG-TERM NOTES PAYABLE                                      4,000        28,000
OTHER LONG-TERM LIABILITIES                                322,000       322,000

STOCKHOLDERS' EQUITY
    Preferred stock, $1.00 par value, 100,000
      shares authorized, none issued and outstanding            --            --
    Common stock, $.16 par value,
      20,000,000 shares authorized, 6,045,000
      shares issued at November 30, 2001;
      5,824,000 shares issued at May 31, 2001              967,000       932,000
    Additional paid-in capital                          23,300,000    21,560,000
    Retained earnings                                    8,852,000     6,845,000
                                                       -----------   -----------
                                                        33,119,000    29,337,000
                                                       -----------   -----------

                                                       $36,480,000   $33,022,000
                                                       ===========   ===========

See notes to interim consolidated financial statements.

                                     - 3 -
CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

NEOGEN CORPORATION AND SUBSIDIARIES
Three Months Ended November 30   Six Months Ended November 30
                                          2001            2000            2001            2000
                                      ------------    ------------    ------------    ------------
SALES                                 $ 10,699,000    $  9,009,000    $ 20,431,000    $ 17,133,000
Cost of goods sold                       5,026,000       4,465,000       9,866,000       8,593,000
                                      ------------    ------------    ------------    ------------
                       GROSS MARGIN      5,673,000       4,544,000      10,565,000       8,540,000

OPERATING EXPENSES
  Sales and marketing                    2,259,000       1,789,000       4,406,000       3,636,000
  General and administrative             1,179,000       1,139,000       2,177,000       2,067,000
  Research and development                 541,000         456,000       1,053,000         875,000
                                      ------------    ------------    ------------    ------------
                                         3,979,000       3,384,000       7,636,000       6,578,000
                                      ------------    ------------    ------------    ------------

                   OPERATING INCOME      1,694,000       1,160,000       2,929,000       1,962,000

OTHER INCOME
  Interest income                           29,000          86,000          82,000         197,000
  Interest expense                          (1,000)        (11,000)         (2,000)        (21,000)
  Other                                     83,000          78,000         159,000         156,000
                                      ------------    ------------    ------------    ------------
                                           111,000         153,000         239,000         332,000
                                      ------------    ------------    ------------    ------------

      INCOME BEFORE TAXES ON INCOME      1,805,000       1,313,000       3,168,000       2,294,000

INCOME TAXES                               660,000         453,000       1,161,000         762,000
                                      ------------    ------------    ------------    ------------

                         NET INCOME   $  1,145,000    $    860,000    $  2,007,000    $  1,532,000
                                      ============    ============    ============    ============

NET INCOME PER SHARE

   Basic                              $       0.19    $       0.15    $       0.34    $       0.27
                                      ============    ============    ============    ============
   Diluted                            $       0.18    $       0.15    $       0.32    $       0.27
                                      ============    ============    ============    ============
See notes to interim consolidated financial statements.

                                     - 4 -
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (UNAUDITED)

NEOGEN CORPORATION AND SUBSIDIARIES
Common Stock
                                      -------------------------    Additional
                                         Number                      Paid-In         Retained
                                       of Shares       Amount        Capital         Earnings
                                      ------------   ----------   -------------   -------------
Balance at June 1, 2001                 5,824,000    $  932,000   $ 21,560,000    $  6,845,000
   Exercise of options and warrants       155,500        24,000        958,000
   Acquisitions                            93,500        15,000      1,093,000
   Repurchase of shares                  (28,000)       (4,000)       (311,000)
   Net income for the
      six months ended
      November 30, 2001                                                              2,007,000
                                      ------------   ----------   -------------   -------------

BALANCE AT NOVEMBER 30, 2001            6,045,000    $ 967,000    $ 23,300,000    $  8,852,000
                                      ============   ==========   =============   =============
See notes to interim consolidated financial statements.

                                     - 5 -
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

NEOGEN CORPORATION AND SUBSIDIARIES
Six Months Ended November 30
                                                              2001            2000
                                                          ------------    ------------
OPERATING ACTIVITIES
    Net income                                            $  2,007,000    $  1,532,000
    Adjustments to reconcile net income to net cash
     provided by operating activities:
       Depreciation and amortization                           498,000         672,000
    Changes in operating assets and
     liabilities, net of acquisitions:
       Accounts receivable                                    (511,000)       (419,000)
       Inventories                                             390,000           8,000
        Other current assets                                   205,000         (11,000)
       Accounts payable                                          5,000        (276,000)
       Other accrued liabilities                              (542,000)       (436,000)
                                                          ------------    ------------
                                   NET CASH PROVIDED BY
                                   OPERATING ACTIVITIES      2,052,000       1,070,000

INVESTING ACTIVITIES
    Sales of marketable securities                          12,088,000       4,712,000
    Purchases of marketable securities                     (10,640,000)     (1,247,000)
    Purchases of property and equipment
     and other assets                                         (902,000)       (480,000)
    Acquisitions                                            (3,587,000)     (4,748,000)
                                                          ------------    ------------
                                       NET CASH USED IN
                                   INVESTING ACTIVITIES     (3,041,000)     (1,763,000)

FINANCING ACTIVITIES
    Payments on long-term borrowings                           (24,000)        (24,000)
    Net payments for repurchase
     of common stock                                          (315,000)       (573,000)
    Net proceeds from issuance
      of common stock                                          982,000
                                                          ------------    ------------

                            NET CASH (USED IN) PROVIDED
                                BY FINANCING ACTIVITIES        643,000        (597,000)
                                                          ------------    ------------

                                       DECREASE IN CASH       (346,000)     (1,290,000)
Cash at beginning of period                                    848,000       2,198,000
                                                          ------------    ------------

                                  CASH AT END OF PERIOD   $    502,000    $    908,000
                                                          ============    ============
See notes to interim consolidated financial statements.

                                     - 6 -
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

NEOGEN CORPORATION AND SUBSIDIARIES

NOTE A - BASIS OF PRESENTATION
------------------------------

The accompanying unaudited condensed financial statements have been prepared in
accordance with generally accepted accounting principles for interim financial
information and with the instructions to Form 10-Q and Article 10 of Regulation
S-X. Accordingly, they do not include all of the information and footnotes
required by generally accepted accounting principles for complete financial
statements. In the opinion of management, all adjustments (consisting only of
normal recurring accruals) considered necessary for a fair presentation have
been included. The results of operations for the three and six month periods
ended November 30, 2001 are not necessarily indicative of the results to be
expected for the fiscal year ending May 31, 2002. For more complete financial
information, these consolidated financial statements should be read in
conjunction with the May 31, 2001 audited consolidated financial statements and
the notes thereto included in the Company's annual report on Form 10-K for the
year ended May 31, 2001.

NOTE B - CHANGE IN ACCOUNTING FOR GOODWILL
------------------------------------------

The Company has adopted Financial Accounting Standards Board SFAS 142 "Goodwill
and other intangible assets" effective June 1, 2001. Under the provisions of the
Statement, goodwill is no longer amortized but instead is reviewed for
impairment at least annually. SFAS 142 provides a six-month transitional period
from the effective date of adoption for Management to perform an assessment of
whether there is an indication that goodwill is impaired. This review was
completed with no indication of impairment of goodwill identified.

A reconciliation of the allocation of intangible assets as reported at May 31,
2001 and at June 1, 2001, following the adoption of SFAS 142, is as follows:
May 31, 2001                 Reclassifications               June 1, 2001
                                   Gross                          Gross                         Gross
                                 Carrying      Accumulated      Carrying       Accumulated     Carrying       Accumulated
                                  Amount      Amortization       Amount       Amortization      Amount       Amortization
                               -----------     -----------     ----------      ----------    -----------      -----------
Goodwill                        $8,123,000     $ 1,047,000      $ 280,000      $  133,000     $8,403,000      $ 1,180,000

Intangible assets with
indefinite lives                                                  614,000         199,000        614,000          199,000

Intangible assets with
finite lives                                                    1,019,000         504,000      1,019,000          504,000

Other assets                     2,482,000         836,000     (1,913,000)       (836,000)       569,000                -
                               -----------     -----------     ----------      ----------    -----------      -----------
                               $10,605,000     $ 1,883,000     $        -      $        -    $10,605,000      $ 1,883,000
                               ===========     ===========     ==========      ==========    ===========      ===========
- 7 -
The allocation of assets following SFAS 142 as of June 1, 2001 and November 30,
2001 is summarized in the following table:
June 1, 2001              November 30, 2001
                                             Gross                       Gross
                                            Carrying    Accumulated     Carrying    Accumulated
                                             Amount    Amortization      Amount    Amortization
                                          -----------   -----------   -----------   -----------
Goodwill:
     Food Safety                          $   841,000   $   123,000   $ 4,368,000   $   123,000
     Animal Safety                          7,562,000     1,057,000     8,244,000     1,057,000
                                          -----------   -----------   -----------   -----------
          Total                             8,403,000     1,180,000    12,612,000     1,180,000

Intangible assets with indefinite lives       614,000       199,000       614,000       199,000

Intangible assets with finite lives:

     Licenses                                 305,000        69,000       649,000       122,000
     Covenants not to compete                 355,000       171,000       414,000       204,000
     Patents                                  351,000       263,000       351,000       271,000
     Other                                      8,000         1,000         1,000         1,000
                                          -----------   -----------   -----------   -----------
                                            1,019,000       504,000     1,415,000       598,000
As provided by SFAS 142, the results of operations of the three and six-month
periods ended November 30, 2000 have not been restated. If the statement had
been adopted as of June 1, 2000, the effect would have resulted in the reduction
in amortization of $96,000 and $188,000 in the three and six-month periods,
respectively. Net income would have been $956,000 ($.17, basic and diluted) and
$1,720,000 ($.30, basic and diluted) in the three months six months ended
November 30, 2000, respectively.

Estimated fiscal year amortization expense is as follows: 2002-$144,000;
2003-$139,000; 2004-$119,000; 2005-$80,000 and 2006-$53,000.

NOTE C - CHANGE IN ACCOUNTING FOR DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES
-------------------------------------------------------------------------------

SFAS 133, as amended by SFAS 137 and SFAS 138, established accounting and
reporting standards for derivative instruments and for hedging activities. The
Company adopted SFAS 133 as amended, effective June 1, 2001. The adoption of
SFAS 133 will not have a significant impact on the financial position or results
of operations of the Company because the Company currently has no derivative
instruments or hedging activities.

                                     - 8 -
NOTE D - EARNINGS PER SHARE
---------------------------

The following table presents the calculation of earnings per share:
Three Months               Six Months
                                                     Ended November 30         Ended November 30
                                                     2001         2000         2001         2000
                                                  ----------   ----------   ----------   ----------
Basic and Diluted - Earnings per Share
                 Numerator - Net Income           $1,145,000   $  860,000   $2,007,000   $1,532,000
                                                  ==========   ==========   ==========   ==========

Denominator:
     For basic earnings per share-
                 Weighted average shares           5,956,000    5,680,000    5,919,000    5,710,000
     Effect of dilutive securities-
                 Stock options and warrants          447,000       85,000      409,000       41,000
                                                  ----------   ----------   ----------   ----------
     For diluted earnings per share-
                 Adjusted weighted average
                 shares and assumed conversions    6,403,000    5,765,000    6,328,000    5,751,000
                                                  ==========   ==========   ==========   ==========

Basic Earnings per Share                          $     0.19   $     0.15   $     0.34   $     0.27
                                                  ==========   ==========   ==========   ==========

Diluted Earnings per Share                        $     0.18   $     0.15   $     0.32   $     0.27
                                                  ==========   ==========   ==========   ==========
- 9 -
NOTE E - STOCK REPURCHASE
-------------------------

The Company's board of directors has authorized the purchase of up to 1,000,000
shares of the Company's common stock. As of November 30, 2001, the Company had
purchased 654,000 shares in negotiated and open market transactions. Shares
purchased under this buy-back program will be retired and used to satisfy future
issuance of common stock upon the exercise of outstanding stock options and
warrants.

NOTE F - INVENTORIES
--------------------

Inventories are stated at the lower of cost, determined on the first-in,
first-out method, or market. The components of inventories are as follows:

                          November 30, 2001          May 31, 2001
                          -----------------          ------------
Raw Material              $       1,516,000          $  1,832,000
Work-In-Process                     882,000               885,000
Finished Goods                    4,316,000             4,257,000
                          -----------------          ------------
                          $       6,714,000          $  6,974,000
                          =================          ============

NOTE G - SEGMENT INFORMATION
----------------------------

The Company has two reportable segments: Food Safety and Animal Safety. The Food
Safety segment produces and markets diagnostic test kits and related products
used by food producers and processors to detect harmful natural toxins, drug
residues, foodborne bacteria, food allergens, pesticide residues, disease
infections and levels of general sanitation. The Animal Safety segment is
primarily engaged in the production and marketing of products dedicated to
animal health, including 250 different veterinary instruments and a complete
line of consumable products marketed to veterinarians and distributors serving
the professional animal health industry.

These segments are managed separately because they represent strategic business
units that offer different products and require different marketing strategies.
Management evaluates performance based on total sales and operating income of
the respective segments.

                                       - 10 -
Segment information for the three months ended November 30, 2001 and 2000 was as
follows:
Corporate
                                                   Food                 Animal                    and
                                                 Safety                 Safety       Eliminations (1)               Total
--------------------------------------------------------------------------------------------------------------------------
2001
Net sales to external customers            $  5,290,000        $     5,409,000   $                 -        $  10,699,000
Operating income                              1,007,000                915,000              (228,000)           1,694,000
Total assets                                 14,286,000             16,927,000              5,267,000          36,480,000
--------------------------------------------------------------------------------------------------------------------------

2000

Net sales to external customers            $  4,325,000        $     4,684,000   $                 -         $  9,009,000
Operating income                                639,000                753,000              (232,000)           1,160,000
Total assets                                  9,920,000             14,843,000              4,988,000          29,751,000
--------------------------------------------------------------------------------------------------------------------------
Segment information for the six months ended November 30, 2001 and 2000 was as
follows:
Corporate
                                                   Food                 Animal                    and
                                                 Safety                 Safety       Eliminations (1)               Total
--------------------------------------------------------------------------------------------------------------------------
2001
Net sales to external customers            $ 10,239,000        $    10,192,000   $                 -        $  20,431,000
Operating income                              1,913,000              1,460,000              (444,000)           2,929,000
Total assets                                 14,286,000             16,927,000              5,267,000          36,480,000
--------------------------------------------------------------------------------------------------------------------------

2000

Net sales to external customers            $  8,714,000         $    8,419,000   $                 -        $  17,133,000
Operating income                              1,331,000              1,042,000              (411,000)           1,962,000
Total assets                                  9,920,000             14,843,000              4,988,000          29,751,000
--------------------------------------------------------------------------------------------------------------------------
(1)  Includes corporate assets, consisting principally of marketable securities,
     and overhead expenses not allocated to specific business segments. Also
     includes the elimination of intersegment transactions and minority
     interests.

                                       - 11 -
NOTE H - ACQUISITIONS
---------------------

As of June 30, 2001, the Company purchased 100% of the common stock of QA Life
Sciences. QA has a product line directed toward testing of food and water. The
purchase price, subject to certain post closing adjustments, was 58,000 shares
of Neogen stock with provision for payment of up to an additional 3,100 issued
shares of Neogen stock based on post closing collections of accounts receivable
and an additional $200,000 based on achievement of specific levels of post
closing revenues. The accounts receivable secondary payment requirements were
met and required share payment was made as of August 31, 2001. The purchase
price and acquisition costs were allocated $129,000 to current assets, $150,000
to the property and equipment and $487,000 to intangible assets. Revenues of QA
Life Sciences in the 12 months prior to the acquisition were less than
$1,000,000.

As of August 1, 2001, the Company purchased for cash substantially all of the
assets of Gene-Trak Systems from Vysis, Inc. Gene-Trak has a product line for
tests of specific bacteria in food. The purchase price and acquisition costs
were allocated $378,000 to current assets, $125,000 to property and equipment
and $3,144,000 to intangible assets. Revenues of Gene-Trak in the 12 months
prior to the acquisition were approximately $3,000,000.

In July 2001 final determination was made of amounts due as secondary payments
to the former owners of AmVet Pharmaceuticals. To satisfy these obligations,
32,388 shares of Neogen stock valued at $416,000 were issued and cash payments
of $133,000 were made.

These transactions were accounted for as purchases under the provision of SFAS
141. Results of operations are included in the consolidated financial statements
beginning with the date of the acquisition. Common Stock was valued at the
closing price on the date of the transaction after allowance for restriction
related to the shares tendered.

NOTE I - LEGAL PROCEEDINGS
--------------------------

The Company is involved in several legal proceedings, none of which, in the
opinion of Management is material to the financial statements.

NOTE J - SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION
----------------------------------------------------------
Three Months                                   Six Months
                              Ended November 30                             Ended November 30
                           2001               2000                       2001                2000
                     ----------------- -------------------        -------------------- ------------------
Cash Paid For:
Income Taxes              $   708,000         $    73,000                $  1,908,000       $  1,349,000
Interest                        1,000              10,000                       2,000             21,000
- 12 -
PART I. FINANCIAL INFORMATION

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

The information in this Management's Discussion and Analysis of Financial
Condition and Results of Operations contains both historical financial
information and forward-looking statements. Neogen does not provide forecasts of
future performance. While management is optimistic about the Company's long-term
prospects, historical financial information may not be indicative of future
financial performance.

The words "anticipate", "believe", "potential", "expect", and similar
expressions used herein are intended to identify forward-looking statements.
Forward-looking statements involve certain risks and uncertainties. Various
factors, including competition, recruitment and dependence on key employees,
impact of weather on agriculture and food production, identification and
integration of acquisitions, research and development risks, patent and trade
secret protection, government regulation and other risks detailed from time to
time in the Company's reports on file at the Securities and Exchange Commission
may cause actual results to differ materially from those contained in the
forward-looking statements.

Accounting Changes
------------------

In July 2001, the Financial Accounting Standards Board ("FASB") issued Statement
of Financial Accounting Standards ("SFAS") 142 "Goodwill and Other Intangible
Assets." As allowed under the Standard, the Company has adopted SFAS 142 as of
June 1, 2001. SFAS 142 requires goodwill and intangible assets with indefinite
useful lives to no longer be amortized, but instead be tested for impairment at
least annually.

With the adoption of SFAS 142, Management reviewed classifications, useful
lives, and residual lives of all acquired intangible assets. Following this
review, changes in classification were made as described in Note B. No changes
in the amortization periods or residual values were determined to be necessary.

SFAS 142 provides a six-month transitional period from the effective date of
adoption for Management to perform an assessment of whether there is an
indication that goodwill is impaired. This review was completed with no
indication of impairment of goodwill identified.

Additionally, the Company adopted the provisions of SFAS 133, as amended, as of
June 1, 2001. This statement, which establishes accounting and reporting
standards for derivative instruments and for hedging activities, did not have a
significant impact on the financial position or results of operations of the
Company.

                                       - 13 -
Three Months and Six Months Ended November 30, 2001 Compared to Three Months and
--------------------------------------------------------------------------------
Six Months Ended November 30, 2000
----------------------------------

Total sales increased $1,690,000 or 19% in the November 2001 quarter as compared
to the November 2000 quarter, and were up $3,298,000 or 19% in the six months
ended November 30, 2001 as compared to the first six months of the 2001 fiscal
year. Sales of products dedicated to Food Safety were up 22% for the quarter and
18% for the six-month period, and sales of Animal Safety products were up 15%
for the quarter and 21% for the six-month period as compared to the applicable
periods of fiscal 2001.

The increase in Food Safety sales includes increases in sales of comparable
products of 14% for the quarter and 10% for the six months. Sales of test kits
for the detection of naturally occurring mycotoxins, such as aflatoxin and DON
(vomitoxin) increased marginally for the quarter and for the six-month period.
These sales increases came during a year without the presence of adverse weather
conditions that in some years have resulted in significant demand fluctuations.
It is believed that the Company's investment in sales and marketing has resulted
in gains in market share. Sales of test kits to detect harmful bacteria such as
E. coli O157:H7, Salmonella, and Listeria increased 50% for the quarter and 36%
for the six-month period. The sales came as the Company has continued to
penetrate this rapidly growing market.

The increase in Animal Safety sales for the quarter and six-month period came
from increased sales of comparable products. In the quarter, sales of all Animal
Safety product lines increased compared to the prior year with the exception of
sales of the Company's vaccine for Botulism B, which while selling at a normal
rate was compared to a two-quarter delivery rate in the second quarter of last
year following the resolution of production and supply problems. Additionally,
current year sales are compared against prior year second quarter sales, which
include almost $400,000 of sales of a now discontinued product. Finally, sales
of Eqstim(R), an immunostimulant, declined as a result of heightened competition
in the marketplace. Increases came in sales of durable veterinary instruments of
36%, and in the Company's Triple Crown product line which increased 38%.
Veterinary instrument sales included sales of the Company's new stronger and
more detectable needle, which has initially been directed toward the swine
market. Sales of Triple Crown products increased as a result of focused efforts
of the distribution organization. Sales for the six-month period followed a
similar pattern with the exception that sales of the Botulism B vaccine product
showed an increase of 19% compared to the year earlier.

Gross margin in the November 2001 quarter increased to 53% from 50% in the
November 30, 2000 quarter, and to 52% in the six months ended November 30, 2001
from 50% in 2000. Food Safety margins increased in the quarter and six-month
period as a result of product mix and the addition of higher margin products
from the QA Life Sciences and Gene-Trak acquisitions. Animal Safety margins were
unchanged in the quarter and six-month periods.

Sales and marketing expenses increased $470,000 or 26% from the November 2000
quarter and $770,000 or 21% for the six-month period. These expenses rose in
relation to sales increases. As a percentage of sales, these expenses rose 1% in
both the quarter and the six-month period. On a divisional basis, sales expenses
were comparable to the prior year.

                                       - 14 -
General and administrative expenses increased $40,000 or 4% from the November
2000 quarter, and $110,000 or 5% for the six-month period. As a percentage of
revenue, these expenses decreased from 13% to 11% in the quarter, and from 12%
to 11% in the six-month period. The increase in dollar expenses consisted
principally of personnel additions and similar costs necessary to provide
accounting and other administrative functions for the greater level of
operations, offset principally by reductions in amortization. General and
administrative expense by division is consistent with the prior year.

The effect of the change in accounting for amortization resulted in the
reduction of $96,000 of amortization in the quarter and $188,000 in amortization
in the six-month period as compared to the prior year.

Research and development expenses increased $85,000 or 19% from the November
2000 quarter, and $178,000 or 20% for the six-month period. As a percentage of
revenues, Research and development expenses remained constant during the
periods.

The federal and state tax rates in the second quarter of 2001 increased to 36.6%
from 34.5% in the prior year. For the six-month period, tax rates increased to
36.7% from 33.2% in the prior year. The tax provision of the prior year was
favorably affected by tax credits carried over from earlier years and operating
loss carryforwards for state purposes. No further credit or other carryforwards
are available.

Other income decreased in the November 2001 quarter and six-month period,
principally as a result of the reduction in interest income from invested
balances following the acquisitions consummated in the first quarter, and as a
result of significant reductions in interest rates.

Financial Condition and Liquidity
---------------------------------

At November 30, 2001, the Company had $5,388,000 in cash and marketable
securities, working capital of $17,104,000 and stockholders' equity of
$33,119,000. In addition, the Company has unused bank lines totaling
$10,000,000. Cash and marketable securities decreased in the six months ended
November 30, 2001 with cash generated by operations of $2,052,000 offset by cash
expended for Gene-Trak, property additions and other assets.

Accounts receivable were $800,000 higher at November 30, 2001 than at May 31 due
primarily to the Gene-Trak acquisition and increases in sales during the period.
Inventories decreased $300,000 at November 30, 2001 compared to May 31. This
resulted from continued strong management of this asset despite the acquisitions
and an increase in the level of operations. The decrease in current liabilities
results from timing of payments.

At November 30, 2001, the Company had no material commitments for capital
expenditures. Inflation and changing prices are not expected to have a material
effect on the Company's operations.

Management believes that the Company's existing cash and marketable securities
at November 30, 2001, along with its available bank lines of credit and cash
expected to be generated from future operations, will be sufficient to fund
activities for the foreseeable future. However, existing cash and marketable
securities may not be sufficient to meet the Company's cash requirements to
commercialize products currently under development or its plans to acquire
additional technology and products that fit within the Company's mission
statement. Accordingly, the Company may be required to issue equity securities
or enter into other financing arrangements for a portion of the Company's future
capital needs.

                                       - 15 -
PART I. FINANCIAL INFORMATION

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS

The Company's exposure to market risk for changes in interest rates relates to
its portfolio of marketable securities. The Company has no significant
borrowings. Interest rate risk is managed by investing in high-quality issuers
and seeking to avoid principal loss of invested funds by limiting default risk
and market risk. The Company manages default risks by investing in only
high-credit-quality securities and by responding appropriately to a significant
reduction in a credit rating of any investment issuer or guarantor. The
portfolio includes only marketable securities with active secondary or resale
markets to ensure portfolio liquidity.

                                       - 16 -
PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

The Company is involved in several legal proceedings, none of which, in the
opinion of the Management, is material to the financial statements.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

The Annual Meeting of the Company was held on October 5, 2001. The matters voted
upon and the results of the vote follow:

       1)   Election of Directors              FOR
            Robert M. Book                     5,221,272
            Leonard E. Heller                  5,231,572
            Jack C. Parnell                    5,220,572

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibit Index

None

(b)  Reports on Form 8-K Filed in Quarterly Period Ended November 30, 2001.

The Company did not file any reports on Form 8-K in the quarterly period ended
November 30, 2001.

                                       - 17 -
SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                               NEOGEN CORPORATION

                       /s/ James L. Herbert
                       --------------------
Date     1/14/02           James L. Herbert
                           President

                       /s/ Richard R. Current
                       ----------------------
Date     1/14/02           Richard R. Current
                           Vice President & Chief Financial Officer

                                       - 18 -