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 Document September 9, 2025 VIA EDGAR Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Inotiv, Inc. Registration Statement on Form S-3 File Number 333-289957 Ladies and Gentlemen: Inotiv, Inc. (the “Company”) hereby requests that the effectiveness of the above-referenced registration statement on Form S-3 be accelerated so that it will become effective at 4:00 p.m. Eastern time on September 11, 2025, or as soon thereafter as practicable. Please telephone the undersigned (765-463-4527) or Griffin D. Foster of Faegre Drinker Biddle & Reath LLP (317-569-4843) if you have any questions with respect to the foregoing. Very truly yours, INOTIV, INC. By: /s/ Beth A. Taylor Name: Beth A. Taylor Title: Chief Financial Officer and Executive Vice President

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 September 4, 2025

Robert W. Leasure, Jr.
President and Chief Executive Officer
Inotiv, Inc.
2701 Kent Avenue
West Lafayette, IN 47906-1382

 Re: Inotiv, Inc.
 Registration Statement on Form S-3
 Filed August 29, 2025
 File No. 333-289957
Dear Robert W. Leasure Jr.:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Margaret Sawicki at 202-551-7153 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Industrial
Applications and
 Services
cc: Griffin D. Foster, Esq.
</TEXT>
</DOCUMENT>

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Document

October 10, 2024

VIA EDGAR

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re: Inotiv, Inc.

 Registration Statement on Form S-3

 File Number 333-282491

Ladies and Gentlemen:

Inotiv, Inc. (the “Company”) hereby requests that the effectiveness of the above-referenced registration statement on Form S-3 be accelerated so that it will become effective at 4:00 p.m. Eastern time on October 14, 2024, or as soon thereafter as practicable.

Please telephone the undersigned (765-497-8381) or Griffin D. Foster of Faegre Drinker Biddle & Reath LLP (317-569-4843) if you have any questions with respect to the foregoing.

Very truly yours,

INOTIV, INC.

By: /s/ Beth A. Taylor

 Name: Beth A. Taylor

 Title: Chief Financial Officer and Senior Vice President – Finance

October 8, 2024
Robert W. Leasure
Chief Executive Officer
Inotiv, Inc.
2701 Kent Avenue
West Lafayette, IN 47906
Re:Inotiv, Inc.
Registration Statement on Form S-3
Filed October 3, 2024
File No. 333-282491
Dear Robert W. Leasure:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Juan Grana at 202-551-6034 with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:Griffin D. Foster, Esq.

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August 29, 2022

VIA EDGAR

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 Re: Inotiv, Inc.

Registration Statement on Form S-3

File Number 333-266962

Ladies and Gentlemen:

Inotiv, Inc. (the “Company”)
hereby requests that the effectiveness of the above-referenced registration statement on Form S-3 be accelerated so that it will become
effective at 4:00 p.m. Eastern time on August 31, 2022, or as soon thereafter as practicable.

Please telephone the undersigned
(307-463-4527) or Griffin D. Foster of Faegre Drinker Biddle & Reath LLP (317-569-4843) if you have any questions with respect to
the foregoing.

    Very truly yours,

    INOTIV, INC.

    By:
    /s/ Beth A. Taylor

    Name: Beth A. Taylor

    Title: Chief Financial Officer
and Vice President of Finance

United States securities and exchange commission logo
August 24, 2022
Beth Taylor
Chief Financial Officer
Inotiv, Inc.
2701 Kent Avenue
West Lafayette, Indiana 47906-1382
Re:Inotiv, Inc.
Registration Statement on Form S-3
Filed on August 18, 2022
File No. 333-266962
Dear Ms. Taylor :
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Janice Adeloye at 202-551-3034 or Brian Fetterolf at 202-551-6613 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

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bioanalytical
systems, iNC.

2701 Kent Avenue

West Lafayette, IN  47906

February 25, 2021

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention:  Nicholas Lamparski

 RE: Bioanalytical Systems, Inc.

Registration Statement on Form
S-3

Filed February 19, 2021

File No. 333-253309

Request for Acceleration

Ladies and Gentlemen:

With respect to the
above-referenced Registration Statement on Form S-3 (the “Registration Statement”), and pursuant to Rule 461 of the
General Rules and Regulations under the Securities Act of 1933, as amended, the undersigned hereby respectfully requests, on behalf
of Bioanalytical Systems, Inc. (the “Company”), that the Securities and Exchange Commission accelerate the effective
date of the Registration Statement to March 1, 2021, at 5:00 p.m. Eastern Time, or as soon as practicable thereafter.

The cooperation of
the staff in meeting the timetable described above is very much appreciated.

Please call Stephen
J. Hackman of Ice Miller LLP, counsel to the Company, at (317) 236-2289, with any comments or questions regarding the Registration
Statement.

    Very truly yours,

    bioanalytical systems, Inc.

    /s/ Robert Leasure, Jr.

    Robert Leasure, Jr.

    President & Chief Executive Officer

cc: Stephen J. Hackman, Esq., Ice Miller LLP

United States securities and exchange commission logo
February 24, 2021
Robert Leasure
Chief Executive Officer
Bioanalytical Systems, Inc.
2701 Kent Avenue
West Lafayette, IN 47906-1382
Re:Bioanalytical Systems, Inc.
Registration Statement on Form S-3
Filed February 19, 2021
File No. 333-253309
Dear Mr. Leasure:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Nicholas Lamparski at (202) 551-4695 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Stephen J. Hackman

March  23, 201 5

Via E -mail
Jeffrey Potrzebowski
Chief Financial Officer
Bioanalytical Systems, Inc.
2701 Kent Avenue
West Lafayette, Indiana  47906

Re: Bioanalytical Systems, Inc.
 Form 10 -K for the Fiscal Year Ended Sept ember 3 0, 201 4
 Filed December 29 , 2014
Form 10 -Q for the Q uarterly Period Ended December 31, 2014
 Filed February 17, 2015
 File No. 000-23357

Dear Mr. Potrzebowski :

We have completed our review of your filings.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing s and the company may not assert staff
comments as a defense in any proceed ing initiated by the Commission or any person under the
federal securities laws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing s to be certain that the filing s include the
informa tion the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

  /s/ Sharon Blume

Sharon Blume
Accounting Branch Chief

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March 12, 2015

Mr. Jim B. Rosenberg

Senior Assistant Chief Accountant

U.S. Securities and Exchange Commission

Washington, D.C. 20549

    Re:
    Bioanalytical Systems, Inc.

    Form 10-K for the Fiscal Year Ended September 30, 2014

    Filed on December 29, 2014

    Form 10-Q for the Quarterly Period Ended December 31, 2014

    Filed on February 17, 2015

    File No. 000-23357

Dear Mr. Rosenberg:

Set forth
below please find the Company's responses to the Staff's comments contained in the letter to the Company, dated March 2, 2015,
relating to the Company's Form 10-K for the fiscal year ended September 30, 2014, filed on
December 29, 2014 (the "Form 10-K") and the Company’s Form 10-Q for the quarterly period ended December 31, 2014,
filed on February 17, 2015 (the “Form 10-Q”). For your convenience, the text of the comments in the Staff’s letter
has been reproduced in bold type herein.

Comments

Form 10-K for the Fiscal Year Ended September 30, 2014

Financial Statements

Note 4. Income (Loss) per Share, page 50

 1. You state that you compute diluted earnings per share using the if-converted method for warrants. Please tell us why you
use the if-converted method and not the treasury stock method. Reference supporting authoritative literature in your response.

Response

The description of the Company’s method for computing
diluted earnings per share as described in Note 4 on page 50 was a typographical error. The Company has consistently computed diluted
earnings per share using the treasury stock method for warrants. We will correct the description in future filings to properly
disclose that the Company computes diluted earnings per share utilizing the treasury stock method for warrants.

Mr. Jim B. Rosenberg

March 12, 2015

Page 2

Note 11. Segment Information, page 58

 2. Please provide us proposed disclosure to be included
in future periodic reports that presents sales to external customers and long-lived assets located in the United States separately
from other North American countries as specified by ASC 280-10-50-41.

Response

Please find below example disclosure that presents
sales to external customers and long-lived assets located in the United States separately from other North American countries with
respect to the fiscal years ended September 30, 2014 and 2013. We propose to provide disclosure similar in nature to that provided
below in our future periodic reports.

    Segment Reporting Footnote

    (b) Geographic Information:

    FY14
    FY13

    Sales to External Customers:

    United States
    $ 21,766
    $ 19,441

    Other N. America
      418
      194

    Pacific Rim
      740
      1,019

    Europe
      1,086
      1,111

    Other
      574
      303

    $ 24,584
    $ 22,068

    Long-lived Assets:

    United States
    $ 17,119
    $ 18,364

    Europe
      -
      -

    $ 17,119
    $ 18,364

Form 10-Q for the Quarterly Period Ended December 31, 2014

Liquidity and Capital Resources, page 18

 3. Provide us proposed disclosure to be included in future periodic reports that explains why days’ sales in accounts
receivable increased to 59 days at December 31, 2014 from 49 days at September 30, 2014 (based on prior quarter’s revenue).

Mr. Jim B. Rosenberg

March 12, 2015

Page 3

Response

Based on the pattern of customer payments typically
experienced by the Company it is not unusual to see a fluctuation in the pattern of days’ sales in accounts receivable. Days’
sales in accounts receivable has ranged from 70 days to 48 days for the past six quarters. Please find below our example disclosure
with respect to the quarterly period ended December 31, 2014. The Company proposes to include similar disclosure regarding fluctuations
in days' sales in accounts receivables in future periodic reports; to the extent such fluctuations are material.

Days’ sales in accounts receivable increased
to 59 days at December 31, 2014 from 49 days at September 30, 2014 (based on prior quarter’s revenue) due to
a delay in payments from certain customers. It is not unusual to see a fluctuation in the Company's pattern of days’
sales in accounts receivable. Customers may expedite or delay payments from period-to-period for a variety of reasons including,
but not limited to, the timing of capital raised to fund on-going research and development projects. Historically, the Company
has experienced very few significant bad debt write-offs.

The Company acknowledges
that it is responsible for the adequacy and accuracy of the disclosure in the filings. Staff comments or changes to disclosure
in response to Staff comments do not foreclose the Commission from taking any action with respect to the filings. The Company acknowledges
further that it may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

If you have any questions
regarding the Company's response in this letter, please call me at the direct-dial number below.

Sincerely,

Jeffrey Potrzebowski

Vice President Finance

and Chief Financial Officer

(765) 497-8409

March 2, 2015

Via E -mail
Jeffrey Potrzebowski
Chief Financial Officer
Bioanalytical Systems,  Inc.
2701 Kent Avenue
West Lafayette, Indiana  47906

Re: Bioanalytical Systems,  Inc.
 Form 10 -K for the Fiscal Year Ended Sept ember  30, 201 4
 Filed December 29 , 2014
Form 10 -Q for the Q uarterly Period Ended December 31, 2014
 Filed February 17, 2015
 File No. 000-23357

Dear Mr. Potrzebowski :

We have limited our review to only your fi nancial statements an d related disclosures  and
have the following comments .  In our comments, we ask you to provide us with information so
we may better understand your disclosure.

Please respond to this letter within 10 business days by  providing the req uested
information  or by advising us when you will provide the requested response.  If you do not
believe a comment  applies to your facts and circumstances, please tell us why in your response.
Please furnish us a letter on EDGAR under the form type label  CORRESP that keys your
response s to our comment s.

After reviewing the information provided, we may raise additional comments and/or
request that you amend your filing s.

Form 10 -K for the Fiscal Year Ended September 30, 2014
Financial Statements

Note 4. Income (Loss) per Share, page 50

1. You state that you compute diluted earnings per share using the if -converted method
for warrants.  Please tell us why you use the if -converted method and not the treasury
stock method.   Reference supporting authoritative literature in your response.

Jeffrey Potrzebowski
Bioanalytical Systems , Inc.
March  2, 2015
Page 2

 Note 11. Segment Information, page 58

2. Please p rovide us proposed disclosure to be included in future periodic reports that
presents sales to external customers and long -lived assets located in the United Stat es
separately from other North American countries as specified by ASC 280 -10-50-41.

Form 10 -Q for the Quarterly Period E nded December 31, 2014
Liquidity and Capital Resources, page 18

3. Provide us proposed disclosure to be included in future periodic reports that explains
why days’ sales in accounts receivable increased to 59 days at December 31, 2014
from 49 days at September 30, 2014 (based on prior quarter’s revenue).

We urge all persons who are responsible for the accuracy and adequacy of the disc losure
in the filing s to be certain that the filin gs include the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s dis closure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

In responding to our comment s, please provide a written statement from the company
acknowledging that:
 the company is responsible for the adequacy and accurac y of the disclosure in the filing s;
 staff comment s or changes to disclosure in response to staff comment s do not foreclose
the Commission from taking any action with respect to the filing s; and
 the company may not assert staff commen ts as a defense in any proceeding initia ted by
the Commission or any person under the federal securities laws of the United States.

You may contact Lisa Vanjoske , Assistant Chief  Accountant, at (202) 551 -3614 or
Sharon Blume, Accounting Branch Chief, at (202) 551 -3474 if you have any questions regarding
the comment s. In this regard, do not hesitate to contact me at (202) 551 -3679.

Sincerely,

  /s/ Jim B. Rosenberg

Jim B. Rosenberg
Senior Assistant Chief Accountant

February 22, 2013

Via E -mail
Ms. Jacqueline Lemke
President a nd Chief Executive Officer ,
Chief Financial Officer and Vice President -Finance
Bioanalytical Systems, Inc.
2701 Kent Avenue
West Lafayette, IN  47906 -1382

Re: Bioanalytical Systems, Inc.
Item 4.01  Form 8 -K
Filed  February 12, 2013
 File No. 000-23357

Dear Ms. Lemke:

We have comp leted our review of your filing .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Com mission or any person under the
federal securities laws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the
information the Securities Excha nge Act of 1934 and all applicable rules require.

       Sincerely,

       /s/ Gus Rodriguez

       Gus Rod riguez
       Accounting Branch Chief

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February 21, 2013

    Writer's Direct Number: (765) 497-5829

    Email: jlemke@basinc.com

BY EDGAR AND FEDEX

Mr. Gus Rodriguez, Accounting Branch Chief

U.S. Securities and Exchange Commission

Washington, D.C. 20549

    Re:
    Bioanalytical Systems, Inc.

Item 4.01 Form 8-K

Filed February 12, 2013

File No. 000-23357

Dear Mr. Rodriguez:

Set forth below is
the response of Bioanalytical Systems, Inc. (the "Company") to the comments of the Staff contained in the Staff’s
letter to the Company, dated February 14, 2013, relating to the Company's Form 8-K filed on February 12, 2013 (File No. 000-23357).
For convenience of reference, the text of the comments in the Staff’s letter has been reproduced in bold type herein.

Comment

 1. Please confirm that you will amend this Item 4.01
8-K to:

 · Disclose the effective date of the dismissal of Crowe
Horwarth LLP once they have completed their review services for the quarterly period ended March 31, 2013; and

 · Update the interim period related to paragraphs (a)(1)(iv)
and (a)(2) of Item 304 of Regulation S-K through the effective date of dismissal.

Response

The disclosure has
been revised to reflect the effective date of the resignation of Crowe Horwath LLP and the information required by paragraph (a)(1)(iv)
of Item 304 of Regulation S-K through such date. This revised disclosure will be filed by the Company on its Form 8-K/A. The information
required by paragraph (a)(2) of Item 304 of Regulation S-K has not been provided because the Company has not yet engaged a new
auditor.

Comment

 2. Upon amending your filing, please include, as Exhibit
16, an updated letter from your former accountants, Crowe Horwarth, LLP, addressing the revised 8-K disclosure, as required by
Item 304(a)(3) of Regulation S-K.

Response

  The Company provided Crowe with a copy of its report to be filed on Form 8-K/A and requested that Crowe furnish it with a letter addressing the revised disclosure. A copy of Crowe’s letter will be attached as an exhibit to the Form 8-K/A.

********

    765.463.4527
    800.845.4246
    FAX 765.497.1102
    www,BASInc.com
    2701 Kent Avenue
    West Lafayette, IN 47906

Securities and Exchange Commission

February 21, 2013

Page 2

The Company acknowledges
that it is responsible for the adequacy and accuracy of all disclosures in the filing and that neither changes to its disclosure
in response to staff comments nor staff comments foreclose the Commission from taking any action with respect to the filing. The
Company hereby acknowledges that it may not assert staff comments as a defense in any proceeding initiated by the Commission or
any person under the federal securities laws of the United States.

If you have any questions
regarding the Company's response in this letter, please do not hesitate to contact me.

    Sincerely,

    /s/ Jacqueline M. Lemke

    Jacqueline M. Lemke

    President and Chief Executive Officer

February 1 4, 2013

Via E -mail
Ms. Jacqueline Lemke
President a nd Chief Executive Officer ,
Chief Financial Officer and Vice President -Finance
Bioanalytical Systems, Inc.
2701 Kent Avenue
West Lafayette, IN  47906 -1382

Re: Bioanalytical Systems, Inc.
Item 4.01  Form 8 -K
Filed  February 12, 2013
 File No. 000-23357

Dear Ms. Lemke :

We have reviewed your filing  and have the following comment s.

Please  respond to this letter within five business days by amending your filing or by
advising us when you will provide the requested response.  If  you do not believe our comment
applies  to your facts and circumstances or do not believe an amendment is appropria te, please
tell us why in your response.  Please furnish us a letter on EDGAR under the form type label
CORRESP that keys  your response to our comment s.

After reviewing any amendment to your filing and the information you provide in
response to our comm ents, we may have additional comments.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exch ange Act rules require. Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Item 4.01 Changes in Registrant’s Certify ing Accountant
(a) Dismissal of Previous Independent Registered Public Accounting Firm, page 2

1. Please confirm that you will amend this Item 4.01 8 -K to:
 Disclose the effective date of the dismissal of Crowe Horwarth LLP once they have
completed their rev iew services for the quarterly period ended March 31, 2013; and
 Update the interim period related to paragraphs (a)(1)(iv) and (a)(2) of Item 304 of
Regulation S -K through the effective date of dismissal.

Ms. Jacqueline Lemke
Bioanalytical Systems, Inc.
February 13, 2013
 Page 2

 2. Upon amending your filing, please include, as Ex hibit 16, an updated letter from your
former accountants, Crowe Horwarth, LLP, addressing the revised 8 -K disclosure, as
required by Item 304(a)(3) of Regulation S -K.

In responding to our comment s, please provide a written statement from the company
ackn owledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;
 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the fili ng; and
 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

 If you have any questions, please call Keira Nakada, Staff Accountant,  at (202) 551 -
3659.

       Sincerely,

       /s/ Gus Rodriguez

       Gus Rodiguez
       Accounting Branch Chief

May 22, 2012
 Via E-mail

Anthony S. Chilton President and Chief Executive Officer Bioanalytical Systems, Inc. 2701 Kent Avenue West Lafayette, Indiana 47906
Re: Bioanalytical Systems, Inc.
 Form 10-K
Filed December 29, 2011 File No. 000-23357

Dear Mr. Chilton:
We have completed our review of your f iling.  We remind you that our comments or
changes to disclosure in res ponse to our comments do not for eclose the Commission from taking
any action with respect to the company or th e filing and the company may not assert staff
comments as a defense in any proceeding ini tiated by the Commission or any person under the
federal securities laws of the United States.  We urge all pers ons who are responsible for the
accuracy and adequacy of the disclosure in the fi ling to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.
 Sincerely,

 /s/ Jennifer Riegel for
   Jeffrey Riedler
Assistant Director
 cc: Stephen J. Hackman  Ice Miller LLP  One American Square, Suite 2900  Indianapolis, IN 46282

CORRESP
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    May 2, 2012
    Writer's Direct Number: (317) 236-2289

    Direct Fax: (317) 592-4666

    Internet: Stephen.Hackman@icemiller.com

BY EDGAR

Mr. Jeffrey Riedler, Assistant Director

U.S. Securities and Exchange Commission

Washington, D.C. 20549

    Re:
    Bioanalytical Systems, Inc.

    Form 10-K filed on December 29, 2011

    File No. 000-23357

Dear Mr. Riedler:

Set forth below is
the response of the Company to the oral comment of the Staff received by us on April 23, 2012, relating to the Company's Form 10-K,
filed on December 29, 2011 for the fiscal year ended September 30, 2011 (File No. 000-23357) (the "Form 10-K").
For convenience of reference, a summary of the Staff's comment has been reproduced in bold type herein.

Comment

1.           We
note that you did not undertake to file the Preferred Provider Agreement with Pharmasset, Inc. as an exhibit pursuant to Item 601(b)(10)
of Regulation S-K.

Response

Contemporaneously
herewith, the Company has amended its Form 10-K and has filed therewith the Preferred Provider Agreement with Pharmasset, Inc.
as an exhibit pursuant to Item 601(b)(10) of Regulation S-K.

***********

The Company acknowledges
that it is responsible for the adequacy and accuracy of all disclosures in the filing and that neither changes to its disclosure
in response to staff comments nor staff comments foreclose the Commission from taking any action with respect to the filing. The
Company hereby acknowledges that it may not assert staff comments as a defense in any proceeding initiated by the Commission or
any person under the federal securities laws of the United States.

Securities and Exchange Commission

May 2, 2012

Page 2

If you have any questions
regarding the Company's response in this letter, please call me at the direct-dial number above.

    Very truly yours,

    ICE MILLER LLP

    /s/ Stephen J. Hackman

 SJH:djm

CORRESP
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    March 30, 2012
    Writer's Direct Number: (317) 236-2289

    Direct Fax: (317) 592-4666

    Internet: Stephen.Hackman@icemiller.com

BY EDGAR AND FEDEX

Mr. Jeffrey Riedler, Assistant Director

U.S. Securities and Exchange Commission

Washington, D.C. 20549

 Re: Bioanalytical Systems, Inc.

Form 10-K filed
on December 29, 2011

File No. 000-23357

Dear Mr. Riedler:

Set forth below is
the response of the Company to the comments of the Staff contained in the Staff’s letter to the Company, dated March 6, 2012,
relating to the Company's Form 10-K, filed on December 29, 2011 for the fiscal year ended September 30, 2011 (File no. 000-23357)
(the "Form 10-K"). For convenience of reference, the text of the comment in the Staff’s letter has been
reproduced in bold type herein.

Comment

 1. We note that you entered into a Preferred Provider Agreement with Pharmasset, Inc., which has
become your largest client, and that in 2011 it accounted for 14.5% of your revenues. Please revise your disclosure to describe
the material terms of your agreement with Pharmasset including but not limited to any payment provisions, material obligations
that must be met by both parties to keep the agreement in place, duration and termination provisions. Also, please file the agreement
as an exhibit pursuant to Item 601(b)(10) of Regulation S-K.

Response

The disclosure
with respect to the Preferred Provider Agreement with Pharmasset has been revised to describe the material terms of the agreement
and will be filed with the Company's Amendment No. 1 to the Form 10-K. The following sets forth the revised disclosure:

With the
signing of the Preferred Provider Agreement (“PPA”) with Pharmasset, Inc. in the first quarter of the current fiscal
year, Pharmasset, Inc.  has become our largest client, accounting for approximately 14.5% of our total revenues in fiscal
2011 and 6.3% of our total trade accounts receivable at September 30, 2011.  Pfizer, Inc. remains a large client, accounting
for approximately 5.2% and 7.0% of our total revenues in fiscal 2011 and 2010, respectively. Pfizer, Inc. accounted for 4.2% and
4.7% of total trade accounts receivable at September 30, 2011 and 2010, respectively.

Per the PPA
with Pharmasset, we will provide services for toxicology studies, pharmaceutical analyses and bioanalytical services as needed
by Pharmasset. We agree to assign a priority status to any Pharmasset study and to place the study in our schedule such that Pharmasset
will be able to meet its timelines and requirements.  Pharmasset agrees to use the Company as its provider of first choice
for toxicology studies, but does not guarantee a specific level of projects.  Pricing, per the PPA, is detailed in a pricing
list accompanying the agreement and is based on study specifics.  A volume discount will also be applied to incremental services
provided and is based on annual billings.  The PPA shall remain in effect for two years unless terminated earlier on mutual
written agreement of the parties, or on 90 days’ advance written notice by either party.

***********

One American Square |
Suite 2900 | Indianapolis, IN 46282-0200 | P 317-236-2100
| F 317-236-2219

INDIANAPOLIS
| CHICAGO | CLEVELAND |
COLUMBUS | DUPAGE COUNTY IL | WASHINGTON DC	                                       www.icemiller.com

Securities and Exchange Commission

March 30, 2012

Page 2

The Company acknowledges
that it is responsible for the adequacy and accuracy of all disclosures in the filing and that neither changes to its disclosure
in response to staff comments nor staff comments foreclose the Commission from taking any action with respect to the filing. The
Company hereby acknowledges that it may not assert staff comments as a defense in any proceeding initiated by the Commission or
any person under the federal securities laws of the United States.

	If you have any
questions regarding the Company's response in this letter, please call me at the direct-dial number above.

    Very truly yours,

    ICE MILLER LLP

    /s/ Stephen J. Hackman

    Stephen J. Hackman

CORRESP
1
filename1.htm

ICE MILLER LLP

One American Square

Suite 2900

Indianapolis, IN 46282

Mr. Jeffrey Riedler

United States Securities and Exchange Commission

Washington, D.C. 20549

    Re:
    Bioanalytical Systems, Inc.

    Comment Letter regarding Form 10-K

    File December 29, 2011

    File No. 000-23357

Dear Mr. Riedler:

Our firm represents
Bioanalytical Systems, Inc. The Company has received the Staff's comment letter, dated March 6, 2012, relating to the Company's
Form 10-K for the fiscal year ended September 30, 2011 and is working on its response. Due to the need to communicate with its
customer regarding the public disclosure of the agreement referenced in the comment letter, the Company will be unable to provide
a response today and will need additional time to provide its response to the Staff. The Company expects to provide its response
no later than April 3, 2012.

Please feel free to contact me if you have
any questions or concerns.

    Very truly yours,

    ICE MILLER LLP

    /s/ Stephen J. Hackman

    Stephen J. Hackman

cc:	Johnny Gharib

March 6, 2012
 Via E-mail

Anthony S. Chilton President and Chief Executive Officer Bioanalytical Systems, Inc. 2701 Kent Avenue West Lafayette, Indiana 47906
Re: Bioanalytical Systems, Inc.
 Form 10-K
Filed December 29, 2011 File No. 000-23357

Dear Mr. Chilton:
 We have reviewed your filing and have the following comment.  Please respond to this
letter within ten business days by amending your filing or by advising us when you will provide
the requested response.  If you do not believ e our comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
 After reviewing any amendment to your filing and the information you provide in
response to this comment, we may have additional comments.
Form 10-K, filed December 29, 2011

Clients, page 6

1. We note that you entered into a Preferred Pr ovider Agreement with Pharmasset, Inc.,
which has become your largest client, and that in 2011 it accounted for 14.5% of your
revenues.  Please revise your disclosure to de scribe the material terms of your agreement
with Pharmasset including, but not limite d to any payment provisions, material
obligations that must be met by both parties to  keep the agreement in place, duration and
termination provisions.  Also, please file the agreement as an exhibit pursuant to Item
601(b)(10) of Regulation S-K.  We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Anthony S. Chilton Bioanalytical Systems, Inc. March 6, 2012 Page 2

 In responding to our comment, please provide a written statement from the company
acknowledging that:
 the company is responsible for the adequacy an d accuracy of the disclo sure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as  a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of  the United States.

Please contact Johnny Gharib at (202) 551-3170, Jennifer Riegel at (202) 551-3575 or me
at (202) 551-3715 with any questions.
Sincerely,
   /s/ Jennifer Riegel for    Jeffrey Riedler
Assistant Director
 cc: Stephen J. Hackman  Ice Miller LLP  One American Square, Suite 2900
 Indianapolis, IN 46282

CORRESP
1
filename1.htm

    Unassociated Document

BIOANALYTICAL SYSTEMS, INC.

2701 Kent Avenue

West Lafayette, Indiana 47906

May 5, 2011

VIA EDGAR AND FACSIMILE

Mr. John L. Krug

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, NE

Mail Stop 4720

Washington, DC 20549

Re:

Acceleration Request of Bioanalytical Systems, Inc., Registration Statement on Form S-1 originally filed on February 28, 2011 (File No. 333-172508) (the "Registration Statement")

Ladies and Gentlemen:

Bioanalytical Systems, Inc. (the "Company") hereby requests, pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, acceleration of effectiveness of the Registration Statement so that such Registration Statement will become effective as of 4:00 P.M. Eastern time on Thursday, May 5, 2011, or as soon thereafter as practicable.

In connection with the Company’s request for acceleration of effectiveness of the above-referenced Registration Statement, the Company acknowledges the following:

(1)

Should the Securities and Exchange Commission (the "Commission") or the staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;

(2)

The action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and

(3)

The Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities law of the United States.

We also hereby acknowledge that we are aware of our responsibilities under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, as they relate to any proposed public offering of securities pursuant to the Registration Statement.

Very truly yours,

BIOANALYTICAL SYSTEMS, INC.

By:

/s/ Michael R. Cox

Michael R. Cox, Vice President-Finance, Chief Financial and Administrative Officer and Treasurer

CORRESP
1
filename1.htm

    Unassociated Document

April 14, 2011

Writer's Direct Number: (317) 236-2289

Direct Fax: (317) 592-4666

Internet: Stephen.Hackman@icemiller.com

VIA FACSIMILE (202) 772-9291

AND EDGAR FILING

Mr. John L. Krug

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, NE, Mail Stop 4720

Washington, DC 20549

Re:

Bioanalytical Systems, Inc.

Registration Statement on Form S-1 filed on February 28, 2011

Amendment No. 1 filed on March 14, 2011

File No. 333-172508

Dear Mr. Krug:

On behalf of Bioanalytical Systems, Inc. (the "Company") and pursuant to our recent telephone conversation, enclosed for your review are draft pages reflecting the Company's intended revisions to its Registration Statement on Form S-1 (Registration No. 333-172508) (the "Registration Statement") that have been marked to show changes against the version filed with the Commission on March 14, 2011.  Please note, these pages are in draft form and have not been filed with the Commission through its EDGAR system.

The enclosed pages reflect the proposed responses of the Company to the comments of the Staff contained in the Staff’s letter to the Company, dated March 16, 2011, relating to the Registration Statement.  Also, as we discussed, the enclosed pages include additional disclosure regarding the anticipated timing of the securities being offered, including the possibility that the Company would have the option to pay dividends on the Series A preferred shares using common shares included in this Registration Statement and valued for that purpose based on the market price of the common shares at the time of payment.  Finally, please note, the disclosure on the cover page of the prospectus has been revised to reflect that the anticipated range of the conversion price of the Series A Preferred Shares and the exercise price of the Warrants will be provided in the next amendment filed, but the Company does not intend to complete the dilution and capitalization tables depicting calculations based on the midpoint of the range in the amendment and will instead complete such tables at the time the prospectus is filed pursuant to rules 424(b) and 430A.

Mr. John L. Krug

April 14, 2011

Page 2

Thank you in advance for your guidance and I look forward to hearing from you regarding the disclosure in the revised draft.

Very truly yours,

ICE MILLER LLP

/s/ Stephen J. Hackman

Stephen J. Hackman

SJH:jmk

Enclosure

As filed with the Securities and Exchange Commission on March 14,April __, 2011

                                                                           Registration No. 333-172508

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Amendment No. 12 to

Form S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

BIOANALYTICAL SYSTEMS, INC.

(Exact name of registrant as specified in its charter)

Indiana

8731

35-1345024

(State or other jurisdiction of

incorporation or organization)

(Primary Standard Industrial

Classification Code Number)

(I.R.S. Employer

Identification Number)

2701 Kent Avenue

West Lafayette, Indiana 47906

Phone: (765) 463-4527

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Michael R. Cox

Vice President-Finance, Chief Financial and Administrative Officer and Treasurer

Bioanalytical Systems, Inc.

2701 Kent Avenue

West Lafayette, Indiana 47906

Phone: (765) 463-4527

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Please send copies of all communications to:

Stephen J. Hackman, Esq.

Ice Miller LLP

One American Square, Suite 2900

Indianapolis, Indiana 46282-0200

Phone: (317) 236-2289

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box:   x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering:   o

If this Form is to be a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering:   o

If this Form is a post-effective amendment pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering:   o

Indicate by check mark whether the registrant is a large accelerated filed, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer o                                                      Accelerated filer o                                           Non-accelerated filer o (Do not check if a smaller reporting company)Smaller reporting company x

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered

Proposed

Maximum

Aggregate

Offering Price(1)

Amount of

Registration Fee

6%  Series A convertible preferred shares

$
—

$
—

Common shares issuable upon conversion of 6%Series A convertible preferred shares(2)

$
—

$
—

Common shares issuable in lieu of cash payment of dividends on the 6% Series A convertible preferred shares

$
__

$
__

Warrants to purchase common shares(2)

$
—

$
—

Common shares issuable upon exercise of warrants

$
—

$
—

Total

$
5,000,0005,900,000

$
581

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell securities, and it is not soliciting an offer to buy these securities, in any state where the offer or sale is not permitted.

PRELIMINARY PROSPECTUS

Subject to Completion, Dated March 14,April __, 2011

Bioanalytical Systems, Inc.

5,000 6% Series A Convertible Preferred Shares

(and _____ Common Shares underlying the 6% Series A Convertible Preferred Shares)

_____ Warrants

(and _____ Common Shares underlying the Warrants)

We are offering up to 5,000 6% Series A convertible preferred shares (the “Series A preferred shares”) and warrants to purchase up to _____ common shares to purchasers in this offering. We are also offering up to _____ of our common shares issuable upon conversion of the Series A preferred shares and _____ of our common shares issuable upon exercise of the warrants. The Series A preferred shares and warrants will be sold in units for a purchase price equal to $1,000 per unit. Each unit will consist of (1) one Series A preferred share which is convertible into ___ of our common shares at a conversion price of $_.__ per common share, (2) one Class A Warrant to purchase ___ of our common shares, exercisable at any time after the closing date at an exercise price of $_.__ per common share and (3) one Class B Warrant to purchase ___ of our common shares, exercisable at any time after the closing date at an exercise price of $_.__ per common share. The conversion price of the Series A preferred shares and the exercise prices for the warrants will depend upon market conditions and will be determined by our Board of directors after consulting with the placement agent for this offering.  The conversion price of the Series A preferred shares and the exercise price of the Warrants are expected to be between ___% and ___% of the volume weighted average price of the common shares for the [20] trading days prior to the date of pricing, which is anticipated to be on or about April __, 2011.

The Series A preferred shares will not have a stated dividend rate of 6% per annum, but will participate in any dividends payable upon payable quarterly in cash or, at our election and subject to certain conditions described in this prospectus, in our common shares on an “as-converted” basis.  The conversion of the Series A preferred shares and the exercise of the warrants are subject to certain ownership limitations described in this prospectus.  If certain conditions described in the prospectus are met, we may, at our option, redeem the Series A preferred shares for cash or require the holders to convert the Series A preferred shares into common shares.  For a more detailed description of the Series A preferred shares, the warrants, and our common shares, see the section entitled “Description of Securities” beginning on page 12 of this prospectus.

Our common shares are quoted on the NASDAQ Capital Market under the symbol “BASI.” The last reported sale price of our common shares on March 11, 2011 was $1.94 per share.April __, 2011 was $______ per share.  There is no established public trading market for the Series A preferred shares or the warrants being sold in this offering and we do not expect a market to develop.

We have retained Ladenburg Thalmann & Co. Inc. (the “Placement Agent”) to act as our exclusive Placement Agent in connection with this offering and to use its “best efforts” to solicit offers to purchase the units. We intend to enter into a Placement Agent agreement with the Placement Agent, relating to the units offered by this prospectus.  The Placement Agent is not purchasing or selling any of our units pursuant to this prospectus, nor are we requiring any minimum purchase or sale of any specific number of units. Because there is no minimum offering amount required as a condition to the closing of this offering, the actual public offering amount, Placement Agent fees and proceeds to us are not presently determinable and may be substantially less than the maximum amounts set forth below. See “Plan of Distribution” beginning on page 17 of this prospectus for more information regarding this arrangement.

           Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 6 of this prospectus for more information.

Per Unit

Total

Public offering price

$
-

$
-

Placement Agent fees (1)

$
-

Proceeds, before expenses, to us (2)

$
-

(1) For the purpose of estimating the Placement Agent’s fees, we have assumed that they will receive their maximum commission on all sales made in the offering.  The Placement Agent will also be entitled to reimbursement of expenses up to a maximum of 1.2% of the gross proceeds raised in the offering, but in no event more than $60,000, and will receive common shares equal to 2% of the gross proceeds divided by _____ and warrants to purchase 2% of the aggregate number of our common shares underlying the Series A preferred shares sold in this offering.

(2) We estimate total expenses of this offering, excluding the Placement Agent’s fees, will be approximately $______.  For information concerning our obligation to reimburse the Placement Agent for certain of its expenses see “Plan of Distribution” beginning on page 14 of this prospectus.

This offering expires on the earlier of (i) the date upon which all of the units being offered have been sold, or (ii) _____, 2011.  We expect that delivery of the units being offered pursuant to this prospectus will be made to purchasers on or about ______, 2011.  In either event, the offering may be closed without further notice to you.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus or the prospectus to which it relates is truthful or complete. Any representation to the contrary is a criminal offense.

LADENBURG THALMANN & CO. INC.

The date of this prospectus is ______, 2011.

The Offering

Our common shares are traded on the NASDAQ Capital Market under the symbol “BASI”. On March 11,April __, 2011, the last sale price of our common shares as reported on the NASDAQ Capital Market was $1.94____ per share.

Issuer

Bioanalytical Systems, Inc.

Units

Each unit consists of (1) one Series A convertible preferred share which is convertible into ___ of our common shares; (2) one Class A Warrant to purchase ___ of our common shares; and (23) one Class B Warrant to purchase ___ of our common shares.

Unit Price

$1,000 per unit.

Series A preferred shares

Each unit includes one Series A preferred share.  Each Series A preferred share is convertible at the option of the holder into ___ of our common shares, has a stated value and liquidation preference of $1,000 per share, and is redeemable at the option of the Company so long as certain conditions described in this prospectus are met.  The Company also has the right to require the holders to convert the Series A preferred shares in certain circumstances described in this prospectus.  Until April __, 2014, Tthe Series A preferred shares will not have a stated dividend rate of 6% per annum, payable quarterly in cash or, subject to certain conditions, in common shares or a combination of cash and common shares, at our election.  After April __, 2014, the Series A preferred sharesbut will participate in any dividends payable upon our common shares on an "as-converted" basis.  The Series A preferred shares will not have voting rights, except as may be provided by Indiana law.  See the section entitled "Description of Series A Preferred Shares" beginning on page 13 of this prospectus.

Conversion Price of Series A preferred shares

$_.__ per share, subject to adjustment as described in this prospectus.  See the section entitled "Description of Series A Preferred Shares" beginning on page 13 of this prospectus.

Common shares underlying Series A

    preferred shares included in units

Based on the conversion price of $_.__ per share, each Series A preferred share is convertible into ___ of our common shares and all ___5,000 Series A preferred shares offered hereby would be converted into ____ of our common shares.

Class A Warrant terms

Each unit includes a Class A Warrant to purchase ___ of our common shares, which equals __% of the common shares underlying each Series A preferred share.  Class A Warrants will entitle the holder to purchase common shares for an exercise price equal to $_.__ per share, subject to adjustment as described in this prospectus.  Class A Warrants are exercisable immediately after the date of issuance and expire five years after the date of issuance.  See the section entitled “"Description of Warrants”   " beginning on page 14 of this prospectus.

Class B Warrant terms

Each unit includes a Class B Warrant to purchase ___ of our common shares, which equals __% of the common shares underlying each Series A preferred share.  Class B Warrants will entitle the holder to purchase common shares for an exercise price equal to $_.__, per share subject to adjustment as described in this prospectus.  Class B Warrants are exercisable immediately after the date of issuance and expire one year after the date of issuance.  See the section entitled "Description of Warrants" beginning on page 14 of this prospectus.

Common shares outstanding  before this offering

Approximately 4,915,318 shares.

Common shares to be outstanding after

   this offering including common shares

   underlying Series A preferred sharesPreferred Shares

   included in units Units

Approximately ______ shares, excluding shares issuable upon exercise of the warrants.

Use of Proceeds

Assuming all units are sold, we estimate that the net proceeds to us from this offering will be approximate

Mail Stop 4720       March 16, 2011
 Mr. Michael R. Cox Chief Financial Officer Bioanalytical Systems, Inc. 2701 Kent Avenue West Lafayette, Indiana 47906
Re: Bioanalytical Systems, Inc.
  Registration Statement on Form S-1
Amendment no. 1 filed March 14, 2011
  File No. 333-172508

Dear Mr. Cox:
 We have reviewed the amendment filed March 14, 2011 and have the following
comments.
 Please respond to this letter by amending your registration statement and providing the
requested information.  Where you do not beli eve our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
 After reviewing any amendment to your re gistration statement and the information you
provide in response to these comments, we may have additional comments.

Cover Page

1. Please revise the cover page to indicate the preferred shares are redeemable.  In this
regard, we note the discussion under “Redemption” on page 13.

2. We note the statement that the preferred sh ares will not have a dividend rate but will
participate in any dividends payable upon comm on shares on an “as converted” basis.
We also note the disclosure under “Dividend Policy” on page 11 that you have not paid
any cash dividends and do not anticipate paying any cash dividends in the foreseeable future.  Please revise your cover page disclosure accordingly.

3. Please revise the disclosure to indicate th e range you anticipate th e conversion price per
share will be, for example, no less than 120% , nor more than 125%, of the market price
per share of your common stock on the prici ng date.  In addition, please indicate when
the pricing date will occur.

Mr. Michael R. Cox Bioanalytical Systems, Inc. March 16, 2011 Page 2

 4. Please expand the disclosure to indicate the ex tent to which there is a public market for
your Series A convertib le preferred stock.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes the information the Securities Act of 1933 and
all applicable Securities Act rules require.  Since the company and its management are in
possession of all facts relating to a company’s disc losure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
Notwithstanding our comments, in the event you request acceleration of  the effective date
of the pending registration statement please pr ovide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments a nd the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please refer to Rules 460 and 461 regarding re quests for acceleration.  We will consider a
written request for acceleration of  the effective date of the regi stration statement as confirmation
of the fact that those reques ting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Excha nge Act of 1934 as they relate to the proposed
public offering of the securities specified in th e above registration stat ement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the
registration statement.
 You may contact John L. Krug, Senior Counsel, at (202) 551 -3862 or me at (202) 551-
3715 with any questions.
Sincerely,
     Jeffrey Riedler
Assistant Director
  cc: Stephen J. Hackman, Esq.

Mail Stop 4720       March 2, 2011
 Mr. Michael R. Cox Chief Financial Officer Bioanalytical Systems, Inc. 2701 Kent Avenue West Lafayette, Indiana 47906
Re: Bioanalytical Systems, Inc.
  Registration Statement on Form S-1
Filed February 28, 2011
  File No. 333-172508

Dear Mr. Cox:
 We have limited our review of your registra tion statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
 Please respond to this letter by amending your registration statement and providing the
requested information.  Where you do not beli eve our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
 After reviewing any amendment to your re gistration statement and the information you
provide in response to these comments, we may have additional comments.

Cover Page

Plan of Distribution, page 17

1. Please revise the discussion in these sections of  the prospectus as applicable to disclose
the means by which the dividend and conversion/ exercise rates of th e securities to be
offered will be determined.  Please refer to Instruction 2 to Item 501(b)(3) of Regulation
S-K and Rule 430A of Regulation C regarding information related to  price that may be
omitted at the time of effectiveness and the additional disclosure that would be required in such case.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes the information the Securities Act of 1933 and
all applicable Securities Act rules require.  Since the company and its management are in
possession of all facts relating to a company’s disc losure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Mr. Michael R. Cox Bioanalytical Systems, Inc. March 2, 2011 Page 2

 Notwithstanding our comments, in the event you request acceleration of  the effective date
of the pending registration statement please pr ovide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments a nd the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.  Please refer to Rules 460 and 461 regarding re quests for acceleration.  We will consider a
written request for acceleration of  the effective date of the regi stration statement as confirmation
of the fact that those reques ting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Excha nge Act of 1934 as they relate to the proposed
public offering of the securities specified in th e above registration stat ement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the
registration statement.

You may contact John L. Krug, Senior Counsel, at (202) 551 -3862 or me at (202) 551-
3715 with any questions.
Sincerely,
     Jeffrey Riedler
Assistant Director
        cc: Stephen J. Hackman, Esq.       Ice Miller LLP       One American Square, Suite 2900       Indianapolis, Indiana 46282-8200

Via Facsimile and U.S. Mail Mail Stop 6010                                                                                                   August 31, 2006
  Mr. Peter T. Kissinger President, Chairman and CEO Bioanalytical Systems, Inc. 2701 Kent Avenue West Lafayette, Indiana  47906
Re: Form 10-K for Fiscal Year Ended September 30, 2005
  Filed January 18, 2006
  Form 10-Q and 10-Q/A for the quarter ended June 30, 2006
 File No.  0-23357
Dear Mr. Kissinger:

We have reviewed your June 20, 2006 res ponse to our verbal comment issued
June 6, 2006 and have the following comments.   We have limited our review of your
Form 10-Q and Form 10-Q/A for the quart er ended June 30, 2006 to only the issues
addressed below and do not intend to expa nd our review to other portions of your
documents. In our comments, we ask you to provide us with information so we may better understand your disclosure.  Please be as de tailed as necessary in  your explanation.
After reviewing this information, we may raise additional comments.

 Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our  comments or on any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Form 10-Q and 10-Q/A for the six months ended June 30, 2006

Note 3. Intangible Assets and Impairment Loss
1. We noted that you recorded the cumulati ve amortization for the FDA compliant
facilities for the periods since acquis ition in the March 31, 2006 Form 10-Q.
Please address the following:
a) Tell us how you determined the fair value of the “non-employee intangible
asset” including whether or not you used an independent valuation expert.  In

Peter T. Kissinger
Bioanalytical Systems, Inc. August 31, 2006
Page 2 of 3
 your response also describe the valu ation technique and assumptions you
used.
b) Explain to us why you believe a ten year  life is appropriate for your “non-
employee intangible asset.”
c) We have read your SAB 99 analysis.  Explain to us why you believe a
revision to record the amor tization of your intangible a ssets in prior periods is
not material to net income.
d) Please address why you believe recordi ng the cumulative amortization in the
first quarter of 2006 would not have affected a “reasonable investor”.  We
note your stock price has decreased since you filed the Form 10-Q for the March 31, 2006.
e) Tell us whether or not your independ ent auditors concur with your SAB 99
analysis.
2. With regards to the impairment reco rded in the June 30, 2006 Form 10-Q/A,
please address the following:
a) Tell us why you believe the impairment  in the June 30, 2006 Form 10-Q was
recorded in the appropriate period.  Y ou state that the Baltimore clinic had
been experiencing losses since acqui sition. Provide us a chronology since
acquisition that led to re cording the impairment.
b) Clarify, in disclosure-type format, why the acquisition of a major customer by
a company that had other clinical stu dy providers and subsequent cancellation
of previously scheduled studies seriously impacted your current operating
results for PKLB. In this respect, also clarify if you had offsetting new
revenues from other customers.
c) Quantify for us the effect that the acquisition of a major customer by a
company that had other clin ical study providers, as referred to above, had on
your results of operations.
d) Clarify for us how much of the intangible asset that was reclassified to an
amortizable asset in the second quarter  of 2006 was written off in the third
quarter of 2006.
e) Provide us a detailed analysis of why the impairment amount and allocation as
reported in your Form 10-Q as origin ally filed changed in your 10-Q as
amended for the period ended June 30, 2006.
f) Provide us, in disclosure type format, the disclosures requ ired by paragraph 26
of SFAS 154.
g) You state that PKLB now constitutes your Baltimore c linical research unit.
Based on Item 1. Acquisitions in your Fo rm 10-K, PKLB also included a site
in Oregon and the United Kingdom.  Tell us  the status of those two sites and
clarify for us how you accounted for any goodwill or other intangible assets relating to those units and a ny associated impairments.

Peter T. Kissinger
Bioanalytical Systems, Inc. August 31, 2006
Page 3 of 3
 *    *    *    *
Please respond to this comment within 10 business days or tell us when you will
provide us with a response.  Please furnish a letter that keys your response to our
comment and provide the request ed information.  Detailed le tters greatly facilitate our
review.  Please file your letter on E DGAR under the form type label CORRESP.

You may contact Sasha Parikh, Sta ff Accountant, at (202) 551-3627  or Mary
Mast, Review Account ant, at (202) 551-3613  if you have questions regarding the
comments. In this regard, do not hesi tate to contact me, at (202) 551-3679.
        S i n c e r e l y ,            J i m  B .  R o s e n b e r g         Senior Assistant Chief Accountant

Via Facsimile and U.S. Mail Mail Stop 6010                                                                                                 November 9, 2006   Mr. Peter T. Kissinger President, Chairman and CEO Bioanalytical Systems, Inc. 2701 Kent Avenue West Lafayette, Indiana  47906
Re: Form 10-K for Fiscal Year Ended September 30, 2005
  Filed January 18, 2006
  Form 10-Q and 10-Q/A for the quarter ended June 30, 2006
 File No.  0-23357
Dear Mr. Kissinger:

We have completed our review of your Form 10-K and have no further comments
at this time.

      Sincerely,            J o s e p h  J .  R o e s l e r          A c c o u n t i n g  B r a n c h  C h i e f

CORRESP
1
filename1.htm

[BASI LETTERHEAD]

November 1, 2006

VIA EDGAR AND FAX

Jim B. Rosenberg

Senior Assistant Chief Accountant

United States Securities and Exchange Commission

Division of Corporate Finance

100 F Street, Northeast

Mail Stop 6010

Washington, DC 20549

            Re:

            Bioanalytical Systems, Inc.

Form 10-K for Fiscal Year Ended September 30, 2005
 Filed January 18, 2006
 Form 10-Q and 10-Q/A for the quarter ended June 30, 2006

File No. 0-23357

Dear Mr. Rosenberg:

Bioanalytical Systems, Inc. (the "Company") respectfully submits this letter to respond to the Staff's comments on the above-referenced filing provided to Michael R. Cox by voice mail on October 19, 2006.  For your convenience, the subheading and  response set forth below corresponds with the subheading from your prior comment letter, repeated verbally in the voice mail.  The Staff's comment is in bold.

2.  With regards to the impairment recorded in the June 30, 2006 Form 10-Q/A, please address the following:

f)  Provide us, in disclosure type format, the disclosures required by paragraph 26 of SFAS 154.

In our Form 10-Q for the periods ended June 30, 2006 as originally filed, we
reported an impairment charge on assets acquired in our 2003 acquisition of
PharmaKinetics Laboratories, Inc. of $968,000, of which $383,000 was applied
against goodwill and $585,000 was applied against other intangible assets. We
subsequently determined that an error had been made in computing the impairment
loss as a result of using too low an interest rate in discounting our expected
cash flows used to quantify the impairment charge, and the assets to which the
charge was allocated. In our restated 10-Q/A for the same periods, we increased
our impairment charge to $1,100,000 (an increase of $132,000 reflected in
general and administrative expenses), of which $383,000 was applied against
goodwill, $387,000 was applied against other intangible assets, and $330,000 was
applied against fixed assets. We also recorded a deferred tax benefit of
$385,000 as a result of these charges, compared to a benefit of $251,000 as
originally filed.

Jim B. Rosenberg, Senior Assistant Chief Accountant

November 1, 2006

Page 2

The impact on earnings of the above error correction was:

            As originally reported

            Restated

            Net loss:

            Nine months ended June 30, 2006

            $

            1,853

            $

            1,934

            Three months ended June 30, 2006

            1,675

            1,756

            Net loss per share (basic and diluted)

            Nine months ended June 30, 2006

            $

            0.38

            $

            0.40

            Three months ended June 30, 2006

            0.34

            0.36

We have in our 10Q/A filed simultaneously with this letter included the above disclosure in footnote 2, as well as labeling the financial statements as “restated.”

We appreciate your review of the Company's response to your comment.  Should you have additional comments or questions, please contact our attorney, Stephen J. Hackman, of Ice Miller LLP, at (317) 236-2289, or by fax at (317) 592-4666, or me by phone at (765) 467-4527 or by fax at (765) 497-8483.

            Very truly yours,

BIOANALYTICAL SYSTEMS, INC.

By:  Michael R. Cox
Michael R. Cox, Chief Financial Officer

CORRESP
1
filename1.htm

September 15, 2006

Jim B. Rosenberg

Senior Assistant Chief Accountant

United States Securities and Exchange Commission

Division of Corporate Finance

100 F Street, Northeast

Mail Stop 6010

Washington, DC 20549

            Re:

            Bioanalytical Systems, Inc.

Form 10-K for Fiscal Year Ended September 30, 2005
 Filed January 18, 2006
 Form 10-Q and 10-Q/A for the quarter ended June 30, 2006

File No. 0-23357

Dear Mr. Rosenberg:

Bioanalytical Systems, Inc. (the "Company") respectfully submits this letter to respond to the Staff's comments on the above-referenced filing provided to Peter T. Kissinger by letter dated August 31, 2006.  For your convenience, the subheadings and order of responses set forth below correspond with the subheadings and order set forth in the Staff's comment letter.  The Staff's comments are in bold.

Form 10-Q and 10-Q/A for the six [sic] months ended June 30, 2006

Note 3. Intangible Assets and Impairment Loss

1.  We noted that you recorded the cumulative amortization for the FDA compliant facilities for the periods since acquisition in the March 31, 2006 Form 10-Q.  Please address the following:

a)  Tell us how you determined the fair value of the “non-employee intangible asset” including whether or not you used an independent valuation expert.  In your response also describe the valuation technique and assumptions you used.

During our fiscal year ended September 30, 2003 we acquired two companies, one operating an analytical laboratory, located in Oregon, and the other operating a human clinical research facility and a related laboratory, located in Baltimore.  In assessing the existence of intangible assets, other than goodwill, in both acquisitions, we determined that there is a value in having in place the necessary controls and procedures to be accepted by customers as operating a facility that is compliant with the rules, regulations and common practices of businesses that support the FDA filings for their customers.

Jim B. Rosenberg, Senior Assistant Chief Accountant

September 15, 2006

Page 2

We determined tasks that need to be completed prior to accepting business in an FDA-compliant human clinical research unit or laboratory, such as preparing written standard operating procedures, development of training and maintenance programs, validation of these programs and an external audit before such a site would be acceptable to FDA-regulated clients.  We estimated the time the effort would take, and priced the effort to be provided by third parties to determine its replacement value.  Those values were then discounted to present value using an 18% cost of capital to determine the present value of the replacement costs.  We used an independent valuation expert at the time of acquisition to develop a methodology to estimate these costs, review our assumptions and determine the present value.  Our subsequent reclassification relied on details in their original valuation.

b)  Explain to us why you believe a ten year life is appropriate for your non-employee intangible asset.”

The “non-employee intangible asset” are the replacement costs, other than workforce, of establishing an FDA-compliant facility.  Prior to this acquisition, we have had a long history of operating FDA-compliant facilities.  We have undergone many FDA audits, and have received very few FDA comments.  FDA regulations, practices and expectations change over time.  We consulted with our professional staff at our facility in West Lafayette, which has been in existence over  30 years, to determine the degree to which these changes affect our FDA-compliant facilities in any given year.  Their professional opinion was that they had never seen an annual period in which this accumulated body of regulations and practice changed by more than 10%.  We therefore concluded amortizing 10% of the value of this asset each year is our best estimate and is reasonable.

c)  We have read your SAB 99 analysis.  Explain to us why you believe a revision to record the amortization of your intangible assets in prior periods is not material to net income.

The actual amount of amortization related to prior years is $24,000 for fiscal 2003 and $48,000 for each of fiscal 2004 and fiscal 2005.  The reported pre-tax income/(loss) for those years was $570,000; $(606,000) and $292,000 respectively.  The percentage impact of the amortization would have been 4%, (7%) and 20% of pre-tax earnings, respectively.

While the percentage change in the most recent year appears significant, it is due to the Company having a near break even performance each of the last three years and that results in the denominator being a number approaching zero, creating large percentages on very small numbers.  We continue to believe that, in the qualitative aspects of our earnings and trends relative to what would influence a reasonable investor, even in the case where amortization would have been 20% of pre-tax earnings, the absolute amount of $48,000 (0.1% of our total expenses of $41 million) does not distort the fact that we did not have a good year.  We continue to believe a formulaic approach based on

Jim B. Rosenberg, Senior Assistant Chief Accountant

September 15, 2006

Page 3

percentages of near break-even results is not the best measure to determine materiality, particularly when no trend is distorted.

This trend can also be analyzed by the effect that this amortization would have had on the change in pre-tax net income from year to year.  For example, the change in pre-tax net income as reported from 2003 to 2004 was $1,176,000 ($570,000 of income compared to ($606,000) loss, respectively).  If the amortization expense would have been accounted for in the manner as we have described, the change in pre-tax net income would have been $1,200,000,  which is a 2% change, and is immaterial to the trend.  If the same trend is analyzed from 2004 to 2005, the change in pre-tax net income as reported was $898,000.  There would not be any effect on this trend if the amortization expense would have been accounted for in the manner as we have described, as $48,000 of amortization expense would have been recorded in each year.

d)  Please address why you believe recording the cumulative amortization in the first quarter of 2006 would not have affected a “reasonable investor”.  We note your stock price has decreased since you filed the Form 10-Q for the March 31, 2006.

In second quarter of fiscal 2006, we had pre-tax income of $921,000, including
the cumulative effect of the amortization. This resulted in net income per share
of $0.11. The amortization recorded in that quarter related to earlier periods
was $133,000. Without that amortization, our pre-tax income would have been
$1,054,000 and our earnings per share would have been $0.13. For the six months
ended March 31, 2006, we had a pre-tax loss of $248,000 including the
amortization. We believe that the fact that we had a year-to-date loss, with or
without the amortization, was the important trend, and that the amortization did
not have a material impact on trends important to investors.

On May 9, 2006 our closing share price was $6.81 per share.  On May 10, 2006, after the close of the markets, we released second quarter earnings, in which we specifically mentioned the $145,000 cumulative amortization adjustment. On May 11, our stock closed at $6.51.  We believe that the disappointment displayed by the market was the result of the fact that our six months results, with or without the catch-up amortization, were a net loss.  Nevertheless, our stock continued to trade in that band after the announcement, trading down to $6.07 on June 6, and hitting its yearly high close of $7.75 on June 27.  We never received an inquiry from an investor about the amortization.  The stock continued trading within a similar range, closing at $6.60 on August 11.  On August 14, our third quarter earnings were released, which brought the stock back to a mid $5 trading range.  We believe that the decline in stock
prices are a result of disappointing third quarter and year-to-date results, of which the non-cash amortization catch-up is a minor part.

e)  Tell us whether or not your independent auditors concur with your SAB 99 analysis.

Jim B. Rosenberg, Senior Assistant Chief Accountant

September 15, 2006

Page 4

Our independent auditors have reviewed our SAB 99 analysis before we provided it to the Staff, and did not disagree.

2.  With regards to the impairment recorded in the June 30, 2006 Form 10-Q/A, please address the following:

a)  Tell us why you believe the impairment in the June 30, 2006 10-Q was recorded in the appropriate period.  You state that the Baltimore clinic had been experiencing losses since acquisition.  Provide us a chronology since acquisition that led to recording the impairment.

We acquired PKLB in June, 2003.  PKLB had been in decline for several years prior to this, with declining revenues and operating results.  This decline was reflected in the acquisition price.  PKLB served a market of almost entirely generic pharmaceutical companies, where the drug approval process does not involve proving efficacy in Phase III clinical trials, but rather involves proving bio-equivalency in healthy patients.  In this case, control groups are dosed with the original drug and with the generic, and laboratory tests confirm whether or not the generic produces bioequivalence in the test sample taken from the two patient groups.

The client base and history of BASi is in dealing with major pharmaceutical companies who do not rely on generics, the so-called “innovator” companies.  These companies also need clinical services such as those offered by our Baltimore facility, but require a more sophisticated capability for “first time in human” tests than was present in our Baltimore operation.  Our strategy in our acquisition was to maintain and build the generic business base, while introducing to our historical innovator client base our new clinical capabilities.  To date, we have not been successful in transitioning this operation to our innovator client base.

Nevertheless, we were able to see a progression (on an annualized basis)
of revenues from our Baltimore operation of 2003--$4.8 million; 2004--$6.0
million and 2005--$7.8 million. Our net pre-tax results on these revenues were
2003—($750K); 2004—($1.2 million); and 2005—($1.0 million). In
2004, we sold the building housing our Baltimore operations which generated $6
million in cash for us, but in the leaseback, increased our costs by over
$500,000 annually. Without this financial transaction, our improvement in
operating results was stronger. For the fourth quarter of fiscal 2005, we
experienced near break-even results, reducing our loss to $77,000.

At each year end, we evaluated our investment and predicted future cash flows on the best available information at the time.  Cash flow was break-even in 2003, declined to $(745,000) in 2004 after the sale-leaseback, then improved to $(654,000) in 2005.  For the fourth quarter of fiscal 2005, we experienced a small positive cash flow.  We had anticipated further improvement in the current year.

Jim B. Rosenberg, Senior Assistant Chief Accountant

September 15, 2006

Page 5

Although we had not achieved a complete turnaround, at the end of fiscal 2005, we concluded that we were making significant progress toward our objectives, and our projections indicated we would be able to recover our investment.  Although relatively few similar operations changed hands during this period, the ones that did traded at valuation multiples that, if applied to our clinic, would produce a value in excess of our investment in PKLB.

During this period of improving sales and projected operating profits, our largest client for this facility, which was the largest US generic drug company, played an important role in the revenues of this operation, comprising over half of the revenues of our clinic in Baltimore in fiscal 2005.   In July 2005,this client announced that it had agreed to be acquired by an offshore third party.  The acquisition transaction underwent shareholder and regulatory review and approval through the remainder of calendar 2005, and closed in January 2006.  Acquisition activity among our client base of pharmaceutical and biotech companies is not uncommon, and by itself, may have both positive and negative impacts on our business.

We became concerned when a major project with this client was cancelled in our
second fiscal quarter. However, project cancellations are also not uncommon
among our clients as they adjust their development of drug candidates. Our
review of our asset recoverability was triggered in our third fiscal quarter
when the developmental operations of our acquired client were entirely shut down
and taken over by the offshore acquirer. This event halved our revenue base in
Baltimore, and negated the progress we had been making, with the result that
during the third fiscal quarter, our sales in Baltimore were $719,000 ($2.9
million annualized) and operating loss was $1.2 million ($4.8 million
annualized). Our last contract award by this major client was in March 2006.

b)  Clarify, in disclosure-type format, why the acquisition of a major customer by a company that had other clinical study providers and subsequent cancellation of previously scheduled studies seriously impacted your current operating results for PKLB.  In this respect, also clarify if you had offsetting new revenues from other customers.

Since our acquisition of the Baltimore site, one customer has consistently comprised approximately half of our clinic revenues.  This customer was a major US generic drug company, with growing revenues and an aggressive strategy to obtain FDA approvals of additional generic drugs.  During the quarter ended June 30, 2006, all developmental work that we were performing for this customer was discontinued due to the decision of its new owner to close the developmental operations of their acquired business.  We did not have offsetting revenues from existing or new clients to compensate for this loss of business.

While we continue to pursue new clients among our client base of innovator drug companies, with encouraging prospects, this is a new value for this operation, that, if

Jim B. Rosenberg, Senior Assistant Chief Accountant

September 15, 2006

Page 6

successful, will be the result of post-acquisition value creation, rather than a substantiation of our acquired values.

c)  Quantify for us the effect that the acquisition of a major customer by a company that had other clinical study providers, as referred to above, had on your results of operations.

In our fiscal year ended September 30, 2005, this customer accounted for $2.8 million (62%) of the revenue of our Baltimore clinic.  In the current fiscal year, our total quarterly revenues in Baltimore were:  Q1--$2.5 million, Q2--$1.8 million, and Q3--$719,000.  Revenues from the customer by quarter were:  Q1--$1.2 million (48% of total), Q2--$975,000 (54%) and Q3--$193,000 (27%)  No new projects were awarded to us by this customer after our second quarter.

As a result of the above, our Baltimore clinic had operating losses totaling
$705,000 and $2,179,000 for the three and nine months ended June 30, 2006,
respectively, prior to our recording of our impairment charge. This compares to
consolidated operating losses before impairment charge of $1,581,000 and
$1,829,000 for the same periods in 2006, respectively.

d)  Clarify for us how much of the intangible asset that was reclassified to an amortizable  asset in the second quarter of 2006 was written off in the third quarter of 2006.

At March 31, 2006, we reclassified $474,000 of intangibles into amortizable assets.  Of that amount, $172,000 related to our Baltimore acquisition.  At June 30, 2006, prior to the impairment charge, we had remaini

CORRESP
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filename1.htm

Correspondence

August 22, 2006

VIA EDGAR AND FAX

Amy C. Bruckner

Staff Accountant

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Re:

Bioanalytical Systems, Inc.

Item 4.02(b) Form 8-K Filed August 15, 2006

File No. 000-23357

Dear Ms. Bruckner:

        On behalf of our client, Bioanalytical Systems, Inc. (the "Company"), this letter responds to the Staff's comments on the above-referenced filing provided to Michael R. Cox by letter dated August 15, 2006.  For your convenience, the subheadings and order of responses set forth below correspond with the subheadings and order set forth in the Staff's comment letter.  The Staff's comments are in bold.

Item 4.02(b) Form 8-K Filed August 15, 2006

        1.     Please revise your disclosure to clarify that investors should no longer rely upon the previously issued financial statements included in your Form 10-Q for the period ended June 30, 2006.  Your current disclosure indicates that KPMG LLP did not complete its interim review of the financial statements included therein, which constitutes an Item 4.02(b) Form 8-K event, which fact you should make explicitly clear for investors by professing non-reliance on those financial statements.

        We direct your attention to the Amendment to Form 8-K (the "Amendment") which the Company is filing on the date hereof, for the Company's responses to this comment.

        2.     Please revise your filing to comply with the provisions of Section 4, Item 4.02(c) of the Exchange Act Rules to Form 8-K.  Specifically, confirm to us that you have provided KPMG LLP with a copy of the disclosures included in your August 15, 2006 Form 8-K and amend the filing to include the required letter from KPMG LLP per Item 4.02(c)(3).

        We direct your attention to the Amendment which the Company is filing on the date hereof.  KPMG LLP has received a copy of the disclosures included in the August 15, 2006 Form 8-K, and the required letter from KPMG LLP constitutes Exhibit 99.1 to the Amendment.

        The Company acknowledges the following:

•
the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

•
Staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and

•
the Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

We appreciate your review of the Company's responses to your comments.  Should you have additional comments or questions, please contact me by phone at (317) 236-2289 or by fax at (317) 592-4666.

Very truly yours,

Ice Miller LLP

/s/ Stephen J. Hackman

Stephen J. Hackman

cc: Michael R. Cox

Via Facsimile and U.S. Mail Mail Stop 6010                                                                                                   August 15, 2006  Mr. Michael R. Cox Vice President, Finance and Chief Financial Officer
Bioanalytical Systems, Inc. 2701 Kent Avenue West Lafayette, Indiana 47906-1382

 Re: Bioanalytical Systems, Inc.
 Item 4.02(b) Form 8 -K filed August 15, 2006
 File No. 000-23357

Dear Mr. Cox:

We have reviewed your filing and have the following comments.  Where
indicated, we think you should re vise your document in response to these comments.  If
you disagree, we will consider your explanation as to why our comments are inapplicable
or revisions are unnecessary.
  Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our  comments or any other aspect of our
review.  Feel free to call us at the telephone number listed at  the end of this letter.
 Item 4.02 (b) Form 8-K Filed August 15, 2006

 1. Please revise your disclosure to clarify that investors should no longer rely upon
the previously issued financial statem ents included in your Form 10-Q for the
period ended June 30, 2006. Your current di sclosure indicates that KPMG LLP
did not complete its interim review of th e financial statements included therein,
which constitutes an Item 4.02(b) Form 8-K event, which fact you should make
explicitly clear for investors by pr ofessing non-reliance on those financial
statements.
2. Please revise your filing to comply with the provisions of Section 4, Item 4.02(c)
of the Exchange Act Rules to Form 8-K. Specifically, confirm to us that you have
provided KPMG LLP with a copy of the disclosures included in your August 15,

Mr. Michael R. Cox
Bioanalytical Systems, Inc. August 15, 2006 Page 2
 2006 Form 8-K and amend the filing to in clude the required letter from KPMG
LLP per Item 4.02(c)(3).

*    *    *    *
Please provide us the information requested within 10 business days  of the date of
this letter or tell us when you will provide a response prior to the expiration of the 10-day
period. Please furnish a letter with your response that keys your response to our
comments. Detailed letters grea tly facilitate our review.  You should file the letter on
EDGAR under the form type label CORRESP.   Please understand that we may have
additional comments after reviewin g your response to our comments.

 We urge all persons who are responsible  for the accuracy and adequacy of the
disclosure in the filing to be certain that  they have provided all information required
under the Securities Exchange Act of 1934 and that they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
  In connection with responding to our co mments, please provide, in your letter, a
statement from the company acknowledging that:
• the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;

• staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and

• the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.

If you have any questions, please do not hesitate to call me at (202) 551-3657.

 Sincerely,
          A m y  C .  B r u c k n e r          S t a f f  A c c o u n t a n t

CORRESP
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Correspondence

June 20, 2006

Ms. Sasha Parikh

Staff Accountant

Division of Corporation Finance

United States Securities and Exchange Commission

450 Fifth Street, N.W., Stop 4-5

Washington, D.C. 20549-7010

Re:

Bioanalytical Systems, Inc.

Form 10-K for Fiscal Year Ended September 30, 2005

Filed January 18, 2006

File No. 0-23357

Dear Ms. Parikh:

        In response to your voice mail
comments on June 6, 2006, we herewith supply the attached additional
information. Your initial comment was as follows:

Please provide us, in disclosure type format, your basis for determining that
the regulated facility/FDA compliant laboratory sites acquired from LC
Resources, Inc. and PharmaKinetics Laboratories, Inc. are indefinite
lived assets not subject to amortization.

        In your phone conversation, you
asked us to comment on how we came to the conclusion that the amounts of
amortization that would have been recorded was immaterial, had the above
intangibles been treated in earlier periods as we treated them in the
Bioanalytical Systems, Inc. (“BASi”) Quarterly Report on Form 10Q for
the quarter ended March 31, 2006 (the “Form 10-Q”). In the discussion
below, we will summarize our thinking, particularly as it relates to the
guidance given in Staff Accounting Bulletin 99 (“SAB 99”).

        The Staff quotes the Supreme
Court in SAB 99 that a fact is material if there is “a substantial
likelihood that the…fact would have been viewed by the reasonable investor
as having significantly altered the ‘total mix’ of information made
available.” It is our belief that $12,000 of quarterly pre-tax amortization
of replacement costs of an FDA compliant facility would not be so viewed by the
reasonable investor, for the reasons stated below.

        When compared to the Contract
Research Organizations (“CRO’s”) that are publicly traded, BASi
is valued, on a comparative basis, much lower than the sector. Other CRO’s
are capitalized at over one time to nearly four times sales, whereas BASi is
capitalized at 70% of sales. As a ratio of market value to tangible book value,
the CRO sector ranges from over three to over seven times book value, whereas
BASi currently trades at less than twice its tangible book value. Only on
price/earnings ratios do we beat market valuations for CRO’s. In that
regard, we do not believe the market is valuing our company on our historical
earnings, as we have had losses in the year-to-date and fiscal years 2004 and
2005, and such meager earnings in fiscal 2003 as to be considered break-even.
Our failure to achieve consistent financial results has already been factored
into our perception in the market; we do not believe that the $12,000 quarterly
pre-tax amortization is material to that perception.

        In
the quarter ended March 31, 2006, we recorded $132,000 pre-tax of amortization expense
related to periods prior to that quarter. While that amount is over 10% of our pre-tax
income for that quarter, our year-to-date results through March 31, 2006 was a loss, and
would have been a loss without the amortization. We fully disclosed this amortization in
both the Form 10-Q and our quarterly earnings release. Our stock price before and after our
earnings release remained in the same trading range. While we cannot predict with accuracy
our final results for the current fiscal year in judging materiality on interim statements
in accordance with Accounting Principles Board Opinion 28, we anticipate both revenues and
expenses will exceed $40 million in the current year. Regardless of our final net income
or loss, a variation of $120,000 of pre-tax expenses in the current year as a result of
recording amortization relating to earlier periods would not, in our opinion, be material
to the “reasonable investor.”

        In
SAB 99, the Staff repeatedly makes the point, including cites from the Supreme Court and
the FASB, that magnitude alone does not determine the materiality of an item. While that
argument is used to negate a formulaic approach that would rule a small percentage
misstatement immaterial, we believe the same logic must be applied when a financial
misstatement item is greater than the usual formulaic amounts.

        Other
than net earnings, much of our financial results are unchanged by the treatment of this
intangible. Our EBITDA and cash flow are unchanged by whether or not the intangible is
amortized. Likewise, our tangible net worth, current ratio and other key financial ratios
are minimally impacted, if at all. Our bank loan covenants totally eliminate the existence
and treatment of intangibles in determining our compliance. We believe these facts are
additional support that this misstatement is immaterial.

        Other
criteria set forth included in SAB 99 for determining the materiality of a misstatement
are:

•
Whether
the misstatement masks a change in earnings or other trends

Omission of the
amortization did not mask a change in earnings or other trends. The impact of not
recording the accrual in prior periods would not significantly change the actual results
in relation to historical trends we have realized. The Company does not issue earnings
expectations. Thus, the unfavorable earnings impact to the second quarter of fiscal 2006
of $(0.02) per diluted share as a result of correcting the previous error is not likely to
mislead or mask a change in BASi’s earnings trends. Similarly, the impact on earnings
per share of $0.00, $0.01 and $0.01 in 2003, 2004 and 2005, respectively, from failing to
record amortization, would not have changed trends in the previously reported full year
earnings per share of $0.02, $(0.04) and $(0.02), respectively.

•

Whether the misstatement hides a failure to meet analysts' consensus
expectations for the enterprise

As discussed above, the
Company does not issue earnings guidance. Additionally, the Company has no analyst
coverage.

•

Whether the misstatement changes a loss to an income or visa
versa

The amount of
amortization related to each prior fiscal year would not change a loss to an income or
visa versa.

•

Whether the misstatement affects the registrant's compliance with regulatory
requirements or loan covenants and other contractual
requirements

The misstatement does
not affect our compliance with any regulatory requirement, loan covenants or other
contractual requirements.

•

Whether the misstatement has the effect of increasing management's
compensation

The impact of the
misstatement had no impact on management’s compensation as all bonuses are
discretionary, and no management bonuses were paid in the periods that would have been
impacted.

•

Whether the misstatement involves concealment of an unlawful
transaction

The misstatement does
not involve the concealment of an unlawful transaction and management would have no
motivation to conceal the misstatement.

•

Whether management has intentionally misstated items in the financial statements
to "manage" earnings

This was not the result
of an intentional misstatement. This was an error based on misapplication of FAS 142.

        The Company acknowledges that:

        •
the Company is responsible for the adequacy and accuracy of the disclosure in
the Form 10-K;

        •
staff comments or changes to disclosure in response to staff comments do not foreclose the
Commission from taking any action with respect to the Form 10-K; and

        •
the Company may not assert staff comments as a defense in any proceeding
initiated by the Commission or any person under the federal securities laws of
the United States,

        We appreciate your review of our
responses to your comments. Should you have additional comments or questions,
please contact me at (765) 497-5829 or, if you prefer, my fax number is (765)
497-8483.

Very truly yours,

BIOANALYTICAL SYSTEMS, INC.

/s/ Michael R. Cox

Michael R. Cox

Vice President-Finance

CORRESP
1
filename1.htm

May 10, 2006

Ms. Sasha Parikh

Staff Accountant

Division of Corporation Finance

United States Securities and Exchange Commission

450 Fifth Street, N.W., Stop 4-5

Washington, D.C. 20549-7010

            Re:

            Bioanalytical Systems, Inc.

Form 10-K for Fiscal Year Ended September 30, 2005

Filed January 18, 2006

File No. 0-23357

Dear Ms. Parikh:

In response to your comments in our conference call of April 27, 2006, we herewith supply the attached additional information, and our comments and proposals below which was initiated with your letter of February 14, 2006. Your initial comment was as follows:

Please provide us, in disclosure type format, your basis for determining that the regulated facility/FDA compliant laboratory sites acquired from LC Resources, Inc. and PharmaKinetics Laboratories, Inc. are indefinite lived assets not subject to amortization.

In our phone conversation, we discussed the make-up of the intangible assets resulting from our two most recent acquisitions, which we have described as “FDA Compliant Facilities.”  A significant portion of those assets was the assumed replacement cost to assemble and train a staff in operating such facilities, which is an asset that FAS 141 specifically states should be included in goodwill. At your request, we have reviewed the build-up of these intangibles and have quantified those assumed costs that represent the costs to develop SOP’s, validations, audits, third party expenses and any other costs not directly related to the presumed cost of recruiting and training staff. Of the total of $712,000 ascribed to this FDA compliance from the acquisition of LC Resources, we determined that $302,000 was for non-employee costs. Of the total of $555,000 ascribed to FDA
compliance from the acquisition of PharmaKinetics Laboratories, we determined that $172,000 was for non-employee costs.

In our 10Q for the quarter ended March 31, 2006, we have reclassified from other intangibles to goodwill the $793,000 of presumed replacement costs for the in-place workforce, leaving $474,000 in other intangibles related to the FDA compliant facilities.

We had previously treated the FDA compliant facilities as an asset of
indeterminate life. The basis of the requirements of Good Laboratory Practices
and Good Clinical Practices were developed by the FDA in the late 1970’s
through the mid 1980’s, and, as with most regulated practices, have evolved
continually since. The already long-lived history of this regulation, and the
robust practices developed in industry to comply, was the basis of our
assessment that the asset has an indeterminate life. However, following our call
with the Staff, we have reconsidered our position and we now agree with the
Staff that the constant tweaking of regulatory practices and the responses that
are required, indicates that there is a definite life to this asset.

In discussions with our technical staff, we have concluded that the amount of change necessary to stay compliant in any one year is never more than 10% of our practices. We therefore believe a 10 year life on this asset is appropriate. After consulting with our independent auditors, we have recorded a charge to cost of service revenues of $145,000 in our 10Q for the quarter ended March 31, 2006 recognizing the amortization for the periods since the acquisitions. The remaining amounts will be amortized in future periods over the remaining useful life of the asset.

We have attached as an exhibit to this letter a schedule showing pro-forma amortization of this asset and earnings per share, assuming we had started amortizing at the date of acquisition. We do not believe that using the above estimate of useful life, had we come to this assessment as of the date of acquisition, would have produced materially different results from those reported on either a quantitative or qualitative basis.

The Company acknowledges that:

•             the Company is responsible for the adequacy and accuracy of the disclosure in the Form 10-K;

•             staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the Form 10-K; and

•             the Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States,

We appreciate your review of our responses to your comments. Should you have additional comments or questions, please contact me at (765) 497-5829 or, if you prefer, my fax number is (765) 497-8483.

            Very truly yours,

BIOANALYTICAL SYSTEMS, INC.

/s/ Michael R. Cox

Michael R. Cox

Vice President-Finance

INDY 1720287v.2

            Bioanalytical Systems, Inc.

Effect of Amortizing Cost of Systems for FDA Compliance

PKLB and LC Resources Acquisitions

($000’s,except per share data)

Inputed cost of developing systems to support FDA compliant facility:

            PKLB

            172

            LC Resources

            302

            (10 year life of asset)

            Dates of acquisitions:

            PKLB

            December 13, 2002

            LC Resources

            May 26, 2003

Quarter Ended

            Reported Pre—tax

Income (Loss)

            Diluted

EPS

            Pro—forma

Amortization

            Pro—forma

EPS

            12/31/2002

            426

            0.06

            1

            0.06

            3/31/2003

            (259

            )

            (0.04

            )

            4

            (0.04

            )

            6/30/2003

            776

            0.08

            7

            0.08

            9/31/2003

            (373

            )

            (0.08

            )

            12

            (0.08

            )

            Year

            570

            0.02

            24

            0.02

            12/31/2003

            (274

            )

            (0.03

            )

            12

            (0.03

            )

            3/31/2004

            (744

            )

            (0.10

            )

            12

            (0.10

            )

            6/30/2004

            945

            0.13

            12

            0.13

            9/31/2004

            (533

            )

            (0.04

            )

            12

            (0.04

            )

            Year

            (606

            )

            (0.04

            )

            48

            (0.05

            )

            12/31/2004

            639

            0.08

            12

            0.08

            3/31/2005

            (1,271

            )

            (0.18

            )

            12

            (0.18

            )

            6/30/2005

            796

            0.07

            12

            0.07

            9/31/2005

            128

            (0.01

            )

            12

            (0.01

            )

            Year

            292

            (0.02

            )

            48

            (0.03

            )

            12/31/2005

            (1,169

            )

            (0.15

            )

            12

            (0.15

            )

            3/31/2006

            1,066

            0.13

            12

            0.13

CORRESP
1
filename1.htm

April  20, 2006

Ms. Sasha Parikh

Staff Accountant

Division of Corporation Finance

United States Securities and Exchange Commission

450 Fifth Street, N.W., Stop 4-5

Washington, D.C. 20549-7010

            Re:

            Bioanalytical Systems, Inc.

Form 10-K for Fiscal Year Ended September 30, 2005

Filed January 18, 2006

File No. 0-23357

Dear Ms. Parikh:

We have received your letter dated April 7, 2006, and received by fax in our office on that same day, detailing the Staff's review of the above-referenced filing (the "Form 10-K"), which was a follow-up to your letter of February 14, 2006 and our response dated March 28, 2006. This letter responds to the Staff's additional comments on the Form 10-K.  For your convenience, the subheadings and order of responses set forth below correspond with the subheadings and order set forth in the Staff's comment letter.  The Staff's comments are in bold.

            1.

            We have read your response to comment 2.  Tell us whether the value you ascribed to the facility and recorded in your financial statement at the acquisition date assumed it was FDA compliant.  If so, tell us what the intangible asset “FDA compliant facility” represents.  If not, it would appear to us that this asset is really a part of the facility you acquired and should be part of its basis that you depreciate over the facility’s useful life.

Our use of the term “facility” in describing the intangibles from our acquisitions appears to be confusing.  Our intention was to describe our operations, not the physical assets in which they operate.

The fact that an operation is deemed to be FDA compliant is not tied to the physical facility in which the operations are conducted; in fact, operations in our industry can be moved to new facilities and remain FDA compliant.  The operations of the companies acquired by Bioanalytical Systems, Inc. were FDA compliant at the time of our acquisition, which was ascertained by our due diligence review of the personnel, procedures, FDA correspondence and results of customer audits at those entities.  At the time of our acquisitions, we valued all physical assets at their then fair value.  The value we assigned to each FDA compliant facility we acquired was part of the excess of the consideration over the fair value of the tangible assets purchased and was based on the aforementioned due diligence procedures.  We used independent valuation experts in determining the values of the intangibles.

To be accepted in the market as FDA compliant, an operation must adhere to very strict practices developed over time in the drug approval process in the United States, that assure that scientific data developed by a sponsor company a) supports its continued investment in developing the drug candidate, and b) will be accepted as valid data in the sponsor's submissions of the drug for continued development and, ultimately, approval with the FDA.  Among the items considered are qualifications of employees, training, documented operating procedures, error rates, methodologies for resolution of errors and differences, data analysis and retention, methods for maintaining both the chain of custody and proprietary nature of the tested materials, and, where dosing is involved, selecting and monitoring the test subjects.

In developing the replacement cost of FDA compliance with the assistance of independent valuation experts, we estimated the costs of hiring and training of technical staff, development of standard operating procedures and validations, and an external audit of the systems.  A significant portion of the value was the personnel related costs.  FAS 141 prohibits “assembled workforce” from being separated from goodwill.  Additionally, we do not believe this intangible asset can be sold separately, but is of value to the businesses as a whole, another condition of FAS 141 that is required to separate intangibles from goodwill.

We agree that our current description of this intangible is confusing to the reader; however, we have accorded the same financial statement treatment as would have occurred had the amount not originally been separated from goodwill.  We propose that in future filings we reclassify this intangible to goodwill with explanatory footnote disclosure.

The Company acknowledges that:

•             the Company is responsible for the adequacy and accuracy of the disclosure in the Form 10-K;

•             staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the Form 10-K; and

•             the Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

We appreciate your review of our responses to your comments. Should you have additional comments or questions, please contact me at (765) 497-5829 or, if you prefer, my fax number is (765) 497-8483.

            Very truly yours

            BIOANALYTICAL SYSTEMS INC.

/s/  Michael R. Cox

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

Via Facsimile and U.S. Mail
Mail Stop 6010

April 7, 2006

Mr. Peter T. Kissinger
President, Chairman and CEO
Bioanalytical Systems, Inc.
2701 Kent Avenue
West Lafayette, Indiana  47906

      Re:	Bioanalytical Systems, Inc.
		Form 10-K for Fiscal Year Ended September 30, 2005
		Filed January 18, 2006
	File No.  0-23357

Dear Mr. Kissinger:

      We have reviewed your March 28, 2006 response to our March
14,
2006 letter and have the following comment.  In our comment, we
ask
you to provide us with information so we may better understand
your
disclosure.  Please be as detailed as necessary in your
explanation.
After reviewing this information, we may raise additional
comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Form 10-K for the year ended September 30, 2005

Note 3. Acquisitions, page 40
1. We have read your response to comment 2.  Tell us whether the
value you ascribed to the facility and recorded in your financial
statements at the acquisition date assumed it was FDA compliant.
If
so, tell us what the intangible asset "FDA compliant facility"
represents.  If not, it would appear to us that this asset is
really
part of the facility you acquired and should be part of its basis
that you depreciate over the facility`s useful life.
*    *    *    *
      Please respond to this comment within 10 business days or
tell
us when you will provide us with a response.  Please furnish a
letter
that keys your response to our comment and provide the requested
information.  Detailed letters greatly facilitate our review.
Please
file your letter on EDGAR under the form type label CORRESP.

      You may contact Sasha Parikh, Staff Accountant, at (202)
551-
3627 or Mary Mast, Review Accountant, at (202) 551-3613 if you
have
questions regarding the comments. In this regard, do not hesitate
to
contact me, at (202) 551-3679.

							Sincerely,

							Jim B. Rosenberg
							Senior Assistant Chief
Accountant

Peter T. Kissinger
Bioanalytical Systems, Inc.
April 7, 2006
Page 2 of 2

</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

March 28, 2006

Ms. Sasha Parikh

Staff Accountant

Division of Corporation Finance

United States Securities and Exchange Commission

450 Fifth Street, N.W., Stop 4-5

Washington, D.C. 20549-7010

            Re:

            Bioanalytical Systems, Inc.

Form 10-K for Fiscal Year Ended September 30, 2005

Filed January 18, 2006

File No. 0-23357

Dear Ms. Parikh:

We have received your letter dated March 14, 2006, and received by fax in our office on that same day, detailing the Staff's review of the above-referenced filing (the "Form 10-K"), which was a follow-up to your letter of February 9, 2006 and our response dated February 16, 2006. This letter responds to the Staff's comments on the Form 10-K.  For your convenience, the subheadings and order of responses set forth below correspond with the subheadings and order set forth in the Staff's comment letter.  The Staff's comments are in bold.

            1.

            Please revise your filing to provide the disclosure provided in your response to our comment 1.

We are prepared to amend Item 7 to our Form 10-K; however, in our telephone conversation on March 27 you indicated that this comment alone may not warrant a revision, depending upon your review of our response to comment 2 (discussed below).  Should we be required to amend the Form 10-K, we would use identical language to that included in our response of February 16, 2006.

            2.

            Please refer to your response to our comment 2.  It does not appear that the lab sites meet the definition of an intangible asset as defined in FAS 142.  This asset would appear to be property and equipment that should be depreciated over its estimated useful life in accordance with your accounting policy disclosed in Note 1.h.  Please revise your filing or tell us why you believe a revision is not applicable.

FAS 142 defines Intangible Assets as “Assets (not including
financial assets) that lack physical substance.” In that regard, we believe
that the “FDA compliant facility” meets the definition. This value was
determined by an independent valuation expert, that looked first at the value of
the acquisitions that could be ascribed to the physical assets acquired, then at
what, and of what value, intangible assets were in the transaction. Being FDA
compliant (referred to by the FDA as practicing Good Laboratory Practices, or
GLP) is not a license, but rather, the confidence of our clientele (based on
their audits of our practices) that information provided by our laboratories
will stand up to FDA scrutiny and that their filings will not be negatively
impacted by subsequent FDA audits of our facilities. The value assigned to this
intangible asset was derived by using the replacement cost method (i.e. what
would be the cost, aside from the cost of physical assets, to make a new
laboratory compliant with GLP). It is very closely related to goodwill, in that
it is the ongoing ability of the acquired companies to conduct business.

Upon review, we believe that our description of this intangible is subject to
interpretation, and that the differentiation of this intangible asset from what
is normally treated as goodwill is insufficient to create a separate intangible
asset. The accounting we have used for this is identical to that used for
goodwill. Rather than amend our filings, with the inherent confusion that
creates, we propose that we prospectively combine this intangible asset with
goodwill.

The Company acknowledges that:

•
the Company is responsible for the adequacy and accuracy of the disclosure in
the Form 10-K;

•
            staff comments or changes to disclosure in response to staff comments do
not foreclose the Commission from taking any action with respect to the Form
10-K; and

•             the Company may not assert staff comments as a defense in any proceeding
initiated by the Commission or any person under the federal securities laws of
the United States.

We appreciate your review of our responses to your comments. Should you have
additional comments or questions, please contact me at (765) 497-5829 or, if you
prefer, my fax number is (765) 497-8483.

Very truly yours,

BIOANALYTICAL SYSTEMS, INC.

/s/ Michael Cox

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

Via Facsimile and U.S. Mail
Mail Stop 6010

March 14, 2006

Mr. Peter T. Kissinger
President, Chairman and CEO
Bioanalytical Systems, Inc.
2701 Kent Avenue
West Lafayette, Indiana  47906

      Re:	Bioanalytical Systems, Inc.
		Form 10-K for Fiscal Year Ended September 30, 2005
		Filed January 18, 2006
	File No.  0-23357

Dear Mr. Kissinger:

      On February 21, 2006, we received your letter February 16,
2006
letter in response to our February 9, 2006 letter.  We have
reviewed
your letter and have the following comments.  Where indicated, we
think you should revise your documents in response to these
comments.
If you disagree, we will consider your explanation as to why our
comments are inapplicable or a revision is unnecessary. Please be
as
detailed as necessary in your explanation.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Form 10-K for the year ended September 30, 2005

Management`s Discussion and Analysis, page 17
Liquidity and Capital Resources, page 22
Comparative Cash Flow Analysis, page 22
1. Please revise your filing to provide the disclosure provided in
your response to our comment 1.

Note 3. Acquisitions, page 40
2. Please refer to your response to our comment 2. It does not
appear
that the lab sites meet the definition of an intangible asset as
defined in FAS 142.  This asset would appear to be property and
equipment that should be depreciated over its estimated useful
life
in accordance with your accounting policy disclosed in Note 1.h.
Please revise your filing or tell us why you believe a revision is
not applicable.
*    *    *    *
      As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response. You may wish to provide us with marked copies of
the
amendments to expedite our review. Please furnish a cover letter
with
your amendments that keys your responses to our comments and
provides
any requested information. Detailed cover letters greatly
facilitate
our review.  Please file the letter on EDGAR under the form type
label CORRESP.  Please understand that we may have additional
comments after reviewing your amendment and responses to our
comments.

      You may contact Sasha Parikh, Staff Accountant, at (202)
551-
3627 or Mary Mast, Review Accountant, at (202) 551-3613 if you
have
questions regarding the comments. In this regard, do not hesitate
to
contact me, at (202) 551-3679.

							Sincerely,

							Jim B. Rosenberg
							Senior Assistant Chief
Accountant

??

??

??

??

Peter T. Kissinger
Bioanalytical Systems, Inc.
March 14, 2006
Page 2 of 2

</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

February  16, 2006

Ms. Sasha S. Parikh

Staff Accountant

Division of Corporation Finance

United States Securities and Exchange Commission

450 Fifth Street, N.W., Stop 4-5

Washington, D.C. 20549-7010

            Re:

            Bioanalytical Systems, Inc.

Form 10-K for Fiscal Year Ended September 30, 2005

Filed January 18, 2006

File No. 0-23357

Dear Ms. Parikh:

We have received your letter dated February 9, 2006, and received by fax in our office on that same day, detailing the Staff's review of the above-referenced filing (the "Form 10-K"). This letter responds to the Staff's comments on the Form 10-K.  For your convenience, the subheadings and order of responses set forth below correspond with the subheadings and order set forth in the Staff's comment letter.  The Staff's comments are in bold.

            1.

            Please provide us, in disclosure type format, why your accounts receivable balance increased significantly (93%) at September 30, 2005 compared to September 30, 2004.

Accounts receivable at September 30, 2005 were $6.6 million higher than at September 30, 2004.  This increase is attributable to several factors.  We bill as much as 30% of a total contract upon acceptance of the contract, generally before we begin providing services.  As a result of a number of large projects being accepted around the end of our fiscal year, at September 30, 2005 we had approximately $3.0 million more of such billings (also reflected in a year-to-year increase in customer advances) than at the end of the prior year.  In addition, our earned revenues for the fourth quarter of fiscal 2005 were 35% higher than in fiscal 2004, which resulted in approximately $2.2 million increase in billed and unbilled receivables.  Finally, one of our clients delayed payment on several projects until we were able to reconcile our billings to their records, which accounted for another $1.0
million of the increase (that reconciliation occurred, and payment was received, after the close of our fiscal year).

            2.

            Please provide us, in disclosure type format, your basis for determining that the regulated facility/FDA compliant laboratory sites acquired from LC Resources, Inc. and PharmaKinetics Laboratories, Inc. are indefinite lived assets not subject to amortization.

Contract research facilities providing pharmaceutical clients with services that provide information for filings with the Food and Drug Administration (“FDA”), must meet FDA mandated standards and are subject to FDA audit.  Among these are the adoption, documentation and adherence to strict Standard Operating Procedures, adherence to Good Laboratory Practices and Good Scientific Practices, the control and validation of procedures, equipment and software, and periodic inspection by the FDA, among others.  We expend considerable human and financial resources each year to maintain these standards at our operating sites.  At the time of acquisition of LC Resources, Inc. and PharmaKinetics Laboratories, Inc., these expenditures had been made and were part of the value we acquired.  Because we continue to invest on a routine basis in maintaining and improving these assets (which
investment is expensed), we believe the originally acquired asset does not diminish in value so long as we continue to maintain our requirements with the FDA.

The Company acknowledges that:

•             the Company is responsible for the adequacy and accuracy of the disclosure in the Form 10-K;

•             staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the Form 10-K; and

•             the Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States,

We appreciate your review of our responses to your comments. Should you have additional comments or questions, please contact me at (765) 497-5829 or, if you prefer, my fax number is (765) 497-8483.

            Very truly yours

BIOANALYTICAL SYSTEMS INC.

/s/  Michael R. Cox

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

Via Facsimile and U.S. Mail
Mail Stop 6010

February 9, 2006

Mr. Peter T. Kissinger
President, Chairman and CEO
Bioanalytical Systems, Inc.
2701 Kent Avenue
West Lafayette, Indiana  47906

      Re:	Bioanalytical Systems, Inc.
		Form 10-K for Fiscal Year Ended September 30, 2005
		Filed January 18, 2006
	File No.  0-23357

Dear Mr. Kissinger:

      We have reviewed your filing and have the following
comments.
We have limited our review to only your financial statements and
related disclosures and do not intend to expand our review to
other
portions of your documents.  In our comments, we ask you to
provide
us with information so we may better understand your disclosure.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Form 10-K for the year ended September 30, 2005

Management`s Discussion and Analysis, page 17
Liquidity and Capital Resources, page 22
Comparative Cash Flow Analysis, page 22
1. Please provide us, in disclosure type format, why your accounts
receivable balance increased significantly (93%) at September 31,
2005 compared to September 31, 2004.

Note 3. Acquisitions, page 40
2. Please provide us, in disclosure type format, your basis for
determining that the regulated facility/FDA compliant laboratory
sites acquired from LC Resources, Inc. and PharmaKinetics
Laboratories, Inc. are indefinite-lived intangible assets not
subject
to amortization.
*    *    *    *
      Please provide us the information requested within 10
business
days of the date of this letter or tell us when you will provide a
response prior to the expiration of the 10-day period. Please
furnish
a letter with your responses that keys your responses to our
comments. Detailed letters greatly facilitate our review.  You
should
file the letter on EDGAR under the form type label CORRESP.
Please
understand that we may have additional comments after reviewing
your
responses to our comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide,
in your letter, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

      You may contact Sasha Parikh, Staff Accountant, at (202)
551-
3627 or Mary Mast, Review Accountant, at (202) 551-3613 if you
have
questions regarding the comments. In this regard, do not hesitate
to
contact me, at (202) 551-3679.

							Sincerely,

							Jim B. Rosenberg
							Senior Assistant Chief
Accountant

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Peter T. Kissinger
Bioanalytical Systems, Inc.
February 9, 2006
Page 3 of 3

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