UNITED STATES

                      SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C. 20549

                                   FORM 8-K

                                CURRENT REPORT

    Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


                              September 24, 2004
               -------------------------------------------------
               Date of Report (Date of earliest event reported)


                                NeoPharm, Inc.
            ------------------------------------------------------
            (Exact name of registrant as specified in its charter)


      Delaware                       001-12493                51-0327886
------------------------------------------------------------------------------
(State or other jurisdiction      (Commission                (IRS Employer
   of incorporation)              File Number)              Identification No.)


         150 Field Drive, Suite 195, Lake Forest, Illinois          60045
-------------------------------------------------------------------------------
         (Address of principal executive offices)                (Zip Code)


Registrant's telephone number, including area code     847-295-8678
                                                    ---------------------------


-------------------------------------------------------------------------------
        (Former name or former address, if changed since last report.)


Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of
the following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act
    (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
    (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
    Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
    Exchange Act (17 CFR 240.13e-4(c))


<PAGE>


Item 1.01 Entry into a Material Definitive Agreement.

         On September 24, 2004, NeoPharm, Inc. (the "Company") entered into
Director and Executive Officer Indemnification Agreements (collectively, the
"Indemnification Agreements") with each of its directors, its Chief Executive
Officer, its Chief Financial Officer, its Chief Medical Officer and its Chief
Scientific Officer (each, an "Indemnitee"), substantially in the form as
adopted by the Board of Directors of the Company on September 20, 2004. The
Indemnification Agreements provide, among other things, the Indemnitees with
contractual rights to indemnification and advancement or reimbursement of
expenses to the fullest extent of the law in connection with any and all
expenses, damages, judgments, fines, penalties, and amounts paid in settlement
incurred by the Indemnitees as a result of their service to and actions on
behalf of the Company.

         The foregoing description of the Indemnification Agreements is a
general description only and is qualified in its entirety by reference to the
form of Indemnification Agreement, a copy of which is attached hereto as
Exhibit 10.01 and incorporated herein by reference.


Item 9.01 Financial Statements and Exhibits.

(c) Exhibits.

Exhibit           Description
-------           -----------

10.01             Form of Director and Executive Officer Indemnification
                  Agreement of NeoPharm, Inc., as adopted on September 20,
                  2004.


<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 hereunto duly authorized.


                                                NeoPharm, Inc.


                                                /s/  Lawrence Kenyon
                                                -----------------------------
Date: September 30, 2004                        By:  Lawrence Kenyon
                                                Its: Chief Financial Officer
                                                     (Principal Accounting
                                                     Officer and Principal
                                                     Financial Officer)
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{"company-data": {"conformed-name": "NEOPHARM INC", "cik": "0000942788", "assigned-sic": "2836", "irs-number": "510327886", "state-of-incorporation": "DE", "fiscal-year-end": "0907"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-12493", "film-number": "041055124"}, "business-address": {"street1": "150 FIELD DRIVE", "street2": "SUITE 195", "city": "LAKE FORREST", "state": "IL", "zip": "60045", "phone": "8472958678"}, "mail-address": {"street1": "C/O WILSON SONSIN GOODRICH & ROSETI", "street2": "650 PAGE MILL ROAD", "city": "PALO ALTO", "state": "CA", "zip": "94304"}}
UNITED STATES

                      SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C. 20549

                                   FORM 8-K

                                CURRENT REPORT

    Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

                              September 24, 2004
               -------------------------------------------------
               Date of Report (Date of earliest event reported)

                                NeoPharm, Inc.
            ------------------------------------------------------
            (Exact name of registrant as specified in its charter)

      Delaware                       001-12493                51-0327886
------------------------------------------------------------------------------
(State or other jurisdiction      (Commission                (IRS Employer
   of incorporation)              File Number)              Identification No.)

         150 Field Drive, Suite 195, Lake Forest, Illinois          60045
-------------------------------------------------------------------------------
         (Address of principal executive offices)                (Zip Code)

Registrant's telephone number, including area code     847-295-8678
                                                    ---------------------------

-------------------------------------------------------------------------------
        (Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of
the following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act
    (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
    (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
    Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
    Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement.

         On September 24, 2004, NeoPharm, Inc. (the "Company") entered into
Director and Executive Officer Indemnification Agreements (collectively, the
"Indemnification Agreements") with each of its directors, its Chief Executive
Officer, its Chief Financial Officer, its Chief Medical Officer and its Chief
Scientific Officer (each, an "Indemnitee"), substantially in the form as
adopted by the Board of Directors of the Company on September 20, 2004. The
Indemnification Agreements provide, among other things, the Indemnitees with
contractual rights to indemnification and advancement or reimbursement of
expenses to the fullest extent of the law in connection with any and all
expenses, damages, judgments, fines, penalties, and amounts paid in settlement
incurred by the Indemnitees as a result of their service to and actions on
behalf of the Company.

         The foregoing description of the Indemnification Agreements is a
general description only and is qualified in its entirety by reference to the
form of Indemnification Agreement, a copy of which is attached hereto as
Exhibit 10.01 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits.

Exhibit           Description
-------           -----------

10.01             Form of Director and Executive Officer Indemnification
                  Agreement of NeoPharm, Inc., as adopted on September 20,
                  2004.
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 hereunto duly authorized.

                                                NeoPharm, Inc.

                                                /s/  Lawrence Kenyon
                                                -----------------------------
Date: September 30, 2004                        By:  Lawrence Kenyon
                                                Its: Chief Financial Officer
                                                     (Principal Accounting
                                                     Officer and Principal
                                                     Financial Officer)