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


                               November 11, 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.

Settlement Agreement

         On November 11, 2004, NeoPharm, Inc. (the "Company"), John N. Kapoor,
Ph.D. ("Kapoor"), Erick E. Hanson ("Hanson"), Gregory P. Young ("Young"), and
Dr. Kaveh T. Safavi ("Safavi") entered into a settlement agreement (the
"Settlement Agreement") relating to the consent solicitation commenced by
Kapoor on September 2, 2004 (the "Consent Solicitation") to, among other
things, remove the Company's four independent directors and elect three
individuals nominated by Kapoor. Hanson, Young, Safavi and Kapoor are each
members of the Board of Directors of the Company. Kapoor was previously
Chairman of the Board of Directors, and he is also the Company's largest
shareholder, holding 21.7% of the Company's outstanding common stock.

         Pursuant to the Settlement Agreement, Kapoor has terminated the
Consent Solicitation, and he and his affiliates and associates have revoked
any written consents previously delivered by them. In addition, the Board of
Directors of the Company has authorized the increase of the size of the Board
of Directors from six directors to eight directors. Pursuant to the Separation
Agreements described below, two of the Company's prior directors, Matthew P.
Rogan and Sander A. Flaum, have resigned from the Board of Directors and the
vacancies created by their resignations and the expansion of the Board of
Directors have been filled by Bernard A. Fox, Ph.D., Ronald Eidell, Paul E.
Frieman and Frank C. Becker (collectively, the "New Directors"). The Company
has also agreed to cause the New Directors, as well as Kapoor, Hanson, Young
and Safavi (collectively, the "Nominees"), to be nominated for election as
directors to the Board of Directors at the 2005 Annual Meeting of Stockholders
(the "Annual Meeting"), to publicly support and recommend the Nominees, to
include the recommendation in the Company's proxy materials for the Annual
Meeting, to solicit authority to vote for the Nominees at the Annual Meeting,
and to use its best efforts to solicit proxies in favor of the election of the
Nominees at the Annual Meeting. Hanson, Young and Safavi (collectively, the
"Continuing Directors") and Kapoor have agreed to, and to cause their
affiliates and associates to, support the Nominees at the Annual Meeting. In
conjunction with any meeting of stockholders or action by written consent in
lieu of a meeting relating to the election of directors, Kapoor and the
Continuing Directors have agreed to vote any and all shares of common stock
over which they have voting power in favor of the Nominees and to cause their
affiliates and associates to so vote or consent.

         In connection with the Settlement Agreement, Kapoor may nominate
directors and propose other business for the Company's 2006 Annual Meeting of
Stockholders so long as he submits the information required by applicable law
and Section 2.4 of the Company's By-laws as currently in effect no later than
December 30, 2005, and the Company and the Continuing Directors agree not to
take any action to preclude Kapoor from nominating directors or proposing other
business at such meeting.

         The term of the Settlement Agreement is from November 11, 2004 through
December 1, 2005. Throughout the term, the Company, Kapoor and the Continuing
Directors may not take any action (including the solicitation of proxies or
consents) seeking the removal of any Nominee from the Board of Directors or
vote or consent in favor of the removal of any Nominee from the Board of
Directors, and they each agreed to cause their affiliates and associates not to
take any such action or so vote or consent. The Company, Kapoor and the
Continuing Directors have also agreed that they will not commence or initiate
any solicitation of proxies relating to the election of directors of the
Company, except in favor of the Nominees or in favor of a matter that is
approved by the Board of Directors, and will cause their affiliates and
associates not to commence or initiate any such action. The Continuing
Directors and Kapoor also agreed not to initiate or propose or otherwise
solicit stockholders of the Company for the approval of any stockholder
proposals or make any publicly disclosed proposal regarding any of the
foregoing matters. If the Company breaches its obligations relating to the
nomination, support for, and solicitation of authority to vote for the Nominees
at the Annual Meeting, the restrictions placed on Kapoor and his affiliates and
associates to vote their shares of stock or solicit proxies cease to apply, and
Kapoor will have the right to nominate candidates for director or propose other
business for the 2005 Annual Meeting.

         Under the Settlement Agreement, the Company has also agreed to
reimburse Kapoor for up to $350,000 of his out-of-pocket fees and expenses
incurred in connection with the Consent Solicitation, and Kapoor has agreed
not to publicly disparage the Company or its current and former officers,
directors and employees, or publicly disparage or make any public statements
or proposals that are critical of, or alternatives to, the Company's business
strategy or practices. Similarly, the Company and the Continuing Directors
have agreed not to publicly disparage Kapoor or his affiliates or associates
or make any public statements or proposals that are critical of Kapoor's views
on the Company's business strategies and practices. Kapoor also agreed not to
seek to be elected or agree to serve as Chairman of the Board of Directors
until the 2005 Annual Meeting.

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

         As a consequence of the above described changes made to the Company's
Board of Directors, the Incumbent Directors (as that term is defined in the
Company's 1998 Equity Incentive Plan, the "Plan") no longer constitute a
majority of the Board of Directors, resulting, for purposes of the Plan, in a
change of control and the immediate vesting of all outstanding options. The
Company does not expect any net financial impact as a result of this
accelerated vesting.

Certain Relationships
---------------------

         In 1994, the Company entered into a Consulting Agreement with EJ
Financial Enterprises, Inc. ("EJ Financial"). Kapoor is the president and a
director of EJ Financial. In June 2004, the agreement was terminated by mutual
agreement.

         In December 2001, following approval by the Company's Board of
Directors, the Company loaned $3,250,000 to Akorn, Inc. ("Akorn"), an
independent publicly traded company, to assist Akorn in the completion of its
lyophilized products manufacturing facility in Decatur, Illinois. The
Promissory Note issued to Akorn is due in December 2006. In exchange, the
Company entered into a manufacturing and processing agreement that grants the
Company access to at least 15% of the annual lyophilization manufacturing
capacity at Akorn at a discounted price, upon completion of the facility. As of
December 31, 2002, the Company determined the Promissory Note was impaired and
recorded a charge to fully reserve for the Promissory Note and accrued
interest. No amounts have yet been paid on the loan. On October 6, 2004, the
Company announced an event of default had occurred under the loan. Kapoor is a
director and Chairman of Akorn.

         On June 17, 2004, NeoPharm entered into an Employment Agreement with
Young to serve as the Company's President, Chief Executive Officer and a
Director.

         Hanson is currently the Chairman of the Board of Directors of the
Company and Safavi is a member of the Board of Directors of the Company.

Amendment to Preferred Stock Rights Agreement
---------------------------------------------

         See the information included under Item 3.03 hereof.

Separation Agreements
---------------------

         On November 11, 2004, Sander A. Flaum and Matthew P. Rogan each
resigned from the Board of Directors. In connection with their resignations,
each of them executed a Separation Agreement with the Company which entitles
each of them to an honorarium payment of $50,000 and the payment of certain
expenses. The Separation Agreements also provide for immediate vesting of all
shares under the Award of Restricted Stock granted to each director under the
Company's 1998 Equity Incentive Plan (the "Plan") on March 10, 2004, and an
extension of the exercisability of each Award of Options (as defined in the
Plan) under the Plan until the earlier of June 30, 2008 or ten years from the
date of the original grant of such award. Each director also agreed to
confidentiality and non-disparagement provisions, and the Company agreed not to
disparage either former director or his good name or business reputation.

         The foregoing description of the Separation Agreements is a general
description only and is qualified in its entirety by reference to the
Separation Agreements. The Separation Agreements for each of Sander A. Flaum
and Matthew P. Rogan are attached hereto as Exhibits 10.02 and 10.03,
respectively, and are incorporated herein by reference.

         In March 2000, the Company entered into a Consulting Agreement with
Unicorn Pharma Consulting, Inc. ("Unicorn"). Matthew P. Rogan is the President
and a principal stockholder of Unicorn. The Consulting Agreement with Unicorn
was terminated by mutual agreement of the parties on October 1, 2000, and the
parties entered into a new consulting agreement in November 2001. No consulting
or other services have been provided by Unicorn subsequent to March 31, 2002.

Item 3.03 Material Modification to Rights of Security Holders.

         Reference is hereby made to the Registration Statement on Form 8-A
dated July 7, 2003 and filed with the Securities and Exchange Commission (File
No. 000-26898) on July 7, 2003 (the "Original Form 8-A") and the Amended
Registration Statement on Form 8-A/A dated September 24, 2004 and filed with
the Securities and Exchange Commission (File No. 001-12493) on September 24,
2004 (the "Amended Form 8-A") by the Company, relating to the rights
distributed to the stockholders of the Company (the "Rights") in connection
with the Preferred Stock Rights Agreement, dated as of June 30, 2003 (the
"Original Rights Agreement"), as amended as of September 20, 2004 (together
with the Original Rights Agreement, the "Amended Rights Agreement"), between
the Company and Computershare Investor Services, L.L.C., a Delaware limited
liability company, as Rights Agent.

         On November 11, 2004, the Board of Directors of the Company approved
and adopted the Second Amendment to Rights Agreement, dated as of November 11,
2004 (the "Second Amendment"), by and between the Company and Computershare.
The Second Amendment amends the Amended Rights Agreement between the Company
and Computershare, as Rights Agent (such Amended Rights Agreement, as amended
by the Second Amendment, being referred to hereinafter as the "Rights
Agreement").

         The Amendment has the effect of increasing from 22% to 30% the
percentage of outstanding shares of common stock of the Company which Kapoor,
together with his Affiliates (as defined in the Rights Agreement), must be or
become the beneficial owner of before being deemed to be an Acquiring Person
(as defined in the Rights Agreement).

         The foregoing description of the Second Amendment is a general
description only and is qualified in its entirety by reference to the Second
Amendment. A copy of the Second Amendment is attached hereto as Exhibit 4.01,
and is incorporated herein by reference.

Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.

         On November 11, 2004, the vacancies on the Board of Directors of the
Company created by the resignations of Matthew P. Rogan and Sander A. Flaum and
the expansion of the Board of Directors to eight members were filled by the
election of Bernard A. Fox, Ph.D., Ronald Eidell, Paul E. Frieman and Frank C.
Becker (the "New Directors"), pursuant to action by the Board of Directors in
accordance with the terms of the Settlement Agreement. See Item 1.01 -
Settlement Agreement. None of the New Directors have engaged in any
transactions which are required to be disclosed under Item 404(a) of Regulation
S-K. As of the date hereof, the New Directors have not been named to any
committees of the Board of Directors.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits.

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

4.01              Second Amendment to Rights Agreement, dated as of November
                  11, 2004, by and between NeoPharm, Inc. and Computershare
                  Investor Services, L.L.C.

10.01             Settlement Agreement, dated as of November 11, 2004, among
                  NeoPharm, Inc., John N. Kapoor, Ph.D., Erick E. Hanson,
                  Gregory P. Young, and Dr. Kaveh T. Safavi.

10.02             Separation Agreement, dated as of November 11, 2004, by and
                  between NeoPharm, Inc. and Sander A. Flaum.

10.03             Separation Agreement, dated as of November 11, 2004, by and
                  between NeoPharm, Inc. and Matthew P. Rogan.

99.1              Press Release dated November 12, 2004 announcing the
                  Settlement Agreement and related matters.

<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: November 17, 2004               By:  Lawrence Kenyon
                                      Its: Chief Financial Officer
                                           (Principal Accounting Officer and
                                           Principal Financial Officer)
<PAGE>


                                 EXHIBIT INDEX

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

4.01              Second Amendment to Rights Agreement, dated as of November
                  11, 2004, by and between NeoPharm, Inc. and Computershare
                  Investor Services, L.L.C.

10.01             Settlement Agreement, dated as of November 11, 2004, among
                  NeoPharm, Inc., John N. Kapoor, Ph.D., Erick E. Hanson,
                  Gregory P. Young, and Dr. Kaveh T. Safavi.

10.02             Separation Agreement, dated as of November 11, 2004, by and
                  between NeoPharm, Inc. and Sander A. Flaum.

10.03             Separation Agreement, dated as of November 11, 2004, by and
                  between NeoPharm, Inc. and Matthew P. Rogan.

99.1              Press Release dated November 12, 2004 announcing the
                  Settlement Agreement and related matters.
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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

                               November 11, 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.

Settlement Agreement

         On November 11, 2004, NeoPharm, Inc. (the "Company"), John N. Kapoor,
Ph.D. ("Kapoor"), Erick E. Hanson ("Hanson"), Gregory P. Young ("Young"), and
Dr. Kaveh T. Safavi ("Safavi") entered into a settlement agreement (the
"Settlement Agreement") relating to the consent solicitation commenced by
Kapoor on September 2, 2004 (the "Consent Solicitation") to, among other
things, remove the Company's four independent directors and elect three
individuals nominated by Kapoor. Hanson, Young, Safavi and Kapoor are each
members of the Board of Directors of the Company. Kapoor was previously
Chairman of the Board of Directors, and he is also the Company's largest
shareholder, holding 21.7% of the Company's outstanding common stock.

         Pursuant to the Settlement Agreement, Kapoor has terminated the
Consent Solicitation, and he and his affiliates and associates have revoked
any written consents previously delivered by them. In addition, the Board of
Directors of the Company has authorized the increase of the size of the Board
of Directors from six directors to eight directors. Pursuant to the Separation
Agreements described below, two of the Company's prior directors, Matthew P.
Rogan and Sander A. Flaum, have resigned from the Board of Directors and the
vacancies created by their resignations and the expansion of the Board of
Directors have been filled by Bernard A. Fox, Ph.D., Ronald Eidell, Paul E.
Frieman and Frank C. Becker (collectively, the "New Directors"). The Company
has also agreed to cause the New Directors, as well as Kapoor, Hanson, Young
and Safavi (collectively, the "Nominees"), to be nominated for election as
directors to the Board of Directors at the 2005 Annual Meeting of Stockholders
(the "Annual Meeting"), to publicly support and recommend the Nominees, to
include the recommendation in the Company's proxy materials for the Annual
Meeting, to solicit authority to vote for the Nominees at the Annual Meeting,
and to use its best efforts to solicit proxies in favor of the election of the
Nominees at the Annual Meeting. Hanson, Young and Safavi (collectively, the
"Continuing Directors") and Kapoor have agreed to, and to cause their
affiliates and associates to, support the Nominees at the Annual Meeting. In
conjunction with any meeting of stockholders or action by written consent in
lieu of a meeting relating to the election of directors, Kapoor and the
Continuing Directors have agreed to vote any and all shares of common stock
over which they have voting power in favor of the Nominees and to cause their
affiliates and associates to so vote or consent.

         In connection with the Settlement Agreement, Kapoor may nominate
directors and propose other business for the Company's 2006 Annual Meeting of
Stockholders so long as he submits the information required by applicable law
and Section 2.4 of the Company's By-laws as currently in effect no later than
December 30, 2005, and the Company and the Continuing Directors agree not to
take any action to preclude Kapoor from nominating directors or proposing other
business at such meeting.

         The term of the Settlement Agreement is from November 11, 2004 through
December 1, 2005. Throughout the term, the Company, Kapoor and the Continuing
Directors may not take any action (including the solicitation of proxies or
consents) seeking the removal of any Nominee from the Board of Directors or
vote or consent in favor of the removal of any Nominee from the Board of
Directors, and they each agreed to cause their affiliates and associates not to
take any such action or so vote or consent. The Company, Kapoor and the
Continuing Directors have also agreed that they will not commence or initiate
any solicitation of proxies relating to the election of directors of the
Company, except in favor of the Nominees or in favor of a matter that is
approved by the Board of Directors, and will cause their affiliates and
associates not to commence or initiate any such action. The Continuing
Directors and Kapoor also agreed not to initiate or propose or otherwise
solicit stockholders of the Company for the approval of any stockholder
proposals or make any publicly disclosed proposal regarding any of the
foregoing matters. If the Company breaches its obligations relating to the
nomination, support for, and solicitation of authority to vote for the Nominees
at the Annual Meeting, the restrictions placed on Kapoor and his affiliates and
associates to vote their shares of stock or solicit proxies cease to apply, and
Kapoor will have the right to nominate candidates for director or propose other
business for the 2005 Annual Meeting.

         Under the Settlement Agreement, the Company has also agreed to
reimburse Kapoor for up to $350,000 of his out-of-pocket fees and expenses
incurred in connection with the Consent Solicitation, and Kapoor has agreed
not to publicly disparage the Company or its current and former officers,
directors and employees, or publicly disparage or make any public statements
or proposals that are critical of, or alternatives to, the Company's business
strategy or practices. Similarly, the Company and the Continuing Directors
have agreed not to publicly disparage Kapoor or his affiliates or associates
or make any public statements or proposals that are critical of Kapoor's views
on the Company's business strategies and practices. Kapoor also agreed not to
seek to be elected or agree to serve as Chairman of the Board of Directors
until the 2005 Annual Meeting.

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

         As a consequence of the above described changes made to the Company's
Board of Directors, the Incumbent Directors (as that term is defined in the
Company's 1998 Equity Incentive Plan, the "Plan") no longer constitute a
majority of the Board of Directors, resulting, for purposes of the Plan, in a
change of control and the immediate vesting of all outstanding options. The
Company does not expect any net financial impact as a result of this
accelerated vesting.

Certain Relationships
---------------------

         In 1994, the Company entered into a Consulting Agreement with EJ
Financial Enterprises, Inc. ("EJ Financial"). Kapoor is the president and a
director of EJ Financial. In June 2004, the agreement was terminated by mutual
agreement.

         In December 2001, following approval by the Company's Board of
Directors, the Company loaned $3,250,000 to Akorn, Inc. ("Akorn"), an
independent publicly traded company, to assist Akorn in the completion of its
lyophilized products manufacturing facility in Decatur, Illinois. The
Promissory Note issued to Akorn is due in December 2006. In exchange, the
Company entered into a manufacturing and processing agreement that grants the
Company access to at least 15% of the annual lyophilization manufacturing
capacity at Akorn at a discounted price, upon completion of the facility. As of
December 31, 2002, the Company determined the Promissory Note was impaired and
recorded a charge to fully reserve for the Promissory Note and accrued
interest. No amounts have yet been paid on the loan. On October 6, 2004, the
Company announced an event of default had occurred under the loan. Kapoor is a
director and Chairman of Akorn.

         On June 17, 2004, NeoPharm entered into an Employment Agreement with
Young to serve as the Company's President, Chief Executive Officer and a
Director.

         Hanson is currently the Chairman of the Board of Directors of the
Company and Safavi is a member of the Board of Directors of the Company.

Amendment to Preferred Stock Rights Agreement
---------------------------------------------

         See the information included under Item 3.03 hereof.

Separation Agreements
---------------------

         On November 11, 2004, Sander A. Flaum and Matthew P. Rogan each
resigned from the Board of Directors. In connection with their resignations,
each of them executed a Separation Agreement with the Company which entitles
each of them to an honorarium payment of $50,000 and the payment of certain
expenses. The Separation Agreements also provide for immediate vesting of all
shares under the Award of Restricted Stock granted to each director under the
Company's 1998 Equity Incentive Plan (the "Plan") on March 10, 2004, and an
extension of the exercisability of each Award of Options (as defined in the
Plan) under the Plan until the earlier of June 30, 2008 or ten years from the
date of the original grant of such award. Each director also agreed to
confidentiality and non-disparagement provisions, and the Company agreed not to
disparage either former director or his good name or business reputation.

         The foregoing description of the Separation Agreements is a general
description only and is qualified in its entirety by reference to the
Separation Agreements. The Separation Agreements for each of Sander A. Flaum
and Matthew P. Rogan are attached hereto as Exhibits 10.02 and 10.03,
respectively, and are incorporated herein by reference.

         In March 2000, the Company entered into a Consulting Agreement with
Unicorn Pharma Consulting, Inc. ("Unicorn"). Matthew P. Rogan is the President
and a principal stockholder of Unicorn. The Consulting Agreement with Unicorn
was terminated by mutual agreement of the parties on October 1, 2000, and the
parties entered into a new consulting agreement in November 2001. No consulting
or other services have been provided by Unicorn subsequent to March 31, 2002.

Item 3.03 Material Modification to Rights of Security Holders.

         Reference is hereby made to the Registration Statement on Form 8-A
dated July 7, 2003 and filed with the Securities and Exchange Commission (File
No. 000-26898) on July 7, 2003 (the "Original Form 8-A") and the Amended
Registration Statement on Form 8-A/A dated September 24, 2004 and filed with
the Securities and Exchange Commission (File No. 001-12493) on September 24,
2004 (the "Amended Form 8-A") by the Company, relating to the rights
distributed to the stockholders of the Company (the "Rights") in connection
with the Preferred Stock Rights Agreement, dated as of June 30, 2003 (the
"Original Rights Agreement"), as amended as of September 20, 2004 (together
with the Original Rights Agreement, the "Amended Rights Agreement"), between
the Company and Computershare Investor Services, L.L.C., a Delaware limited
liability company, as Rights Agent.

         On November 11, 2004, the Board of Directors of the Company approved
and adopted the Second Amendment to Rights Agreement, dated as of November 11,
2004 (the "Second Amendment"), by and between the Company and Computershare.
The Second Amendment amends the Amended Rights Agreement between the Company
and Computershare, as Rights Agent (such Amended Rights Agreement, as amended
by the Second Amendment, being referred to hereinafter as the "Rights
Agreement").

         The Amendment has the effect of increasing from 22% to 30% the
percentage of outstanding shares of common stock of the Company which Kapoor,
together with his Affiliates (as defined in the Rights Agreement), must be or
become the beneficial owner of before being deemed to be an Acquiring Person
(as defined in the Rights Agreement).

         The foregoing description of the Second Amendment is a general
description only and is qualified in its entirety by reference to the Second
Amendment. A copy of the Second Amendment is attached hereto as Exhibit 4.01,
and is incorporated herein by reference.

Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.

         On November 11, 2004, the vacancies on the Board of Directors of the
Company created by the resignations of Matthew P. Rogan and Sander A. Flaum and
the expansion of the Board of Directors to eight members were filled by the
election of Bernard A. Fox, Ph.D., Ronald Eidell, Paul E. Frieman and Frank C.
Becker (the "New Directors"), pursuant to action by the Board of Directors in
accordance with the terms of the Settlement Agreement. See Item 1.01 -
Settlement Agreement. None of the New Directors have engaged in any
transactions which are required to be disclosed under Item 404(a) of Regulation
S-K. As of the date hereof, the New Directors have not been named to any
committees of the Board of Directors.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits.

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

4.01              Second Amendment to Rights Agreement, dated as of November
                  11, 2004, by and between NeoPharm, Inc. and Computershare
                  Investor Services, L.L.C.

10.01             Settlement Agreement, dated as of November 11, 2004, among
                  NeoPharm, Inc., John N. Kapoor, Ph.D., Erick E. Hanson,
                  Gregory P. Young, and Dr. Kaveh T. Safavi.

10.02             Separation Agreement, dated as of November 11, 2004, by and
                  between NeoPharm, Inc. and Sander A. Flaum.

10.03             Separation Agreement, dated as of November 11, 2004, by and
                  between NeoPharm, Inc. and Matthew P. Rogan.

99.1              Press Release dated November 12, 2004 announcing the
                  Settlement Agreement and related matters.
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: November 17, 2004               By:  Lawrence Kenyon
                                      Its: Chief Financial Officer
                                           (Principal Accounting Officer and
                                           Principal Financial Officer)
EXHIBIT INDEX

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

4.01              Second Amendment to Rights Agreement, dated as of November
                  11, 2004, by and between NeoPharm, Inc. and Computershare
                  Investor Services, L.L.C.

10.01             Settlement Agreement, dated as of November 11, 2004, among
                  NeoPharm, Inc., John N. Kapoor, Ph.D., Erick E. Hanson,
                  Gregory P. Young, and Dr. Kaveh T. Safavi.

10.02             Separation Agreement, dated as of November 11, 2004, by and
                  between NeoPharm, Inc. and Sander A. Flaum.

10.03             Separation Agreement, dated as of November 11, 2004, by and
                  between NeoPharm, Inc. and Matthew P. Rogan.

99.1              Press Release dated November 12, 2004 announcing the
                  Settlement Agreement and related matters.