Three Months Ended
                              August 31,
                         ----------------------
                             2002        2001
                         ----------  ----------
Cash Paid For:
  Income Taxes......... $  400,000  $  250,000
  Interest.............        --        1,000

Effective July 1, 2002, the Company adopted FAS Statement No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets." FAS Statement No. 144 includes more stringent requirements for classifying assets available for disposal and expands the scope of activities that will require discontinued operations reporting. The adoption of this standard did not have a material effect on the Company's financial position or results of operations.

Other recently issued FAS statements are currently under review by management, but are not expected to have a material effect on the Company's financial position or results of operations upon implementation.

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

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

Management's Discussion and Analysis of Financial Condition and Results of Operations is based on the Company's consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires management to make estimates and judgements that affect the reported amounts of assets, liabilities, revenues, and expenses and related disclosure of contingent assets and liabilities. Management believes the critical accounting policies and areas that require the most significant judgements and estimates to be used in the preparation of the consolidated financial statements are revenue recognition, allowance for doubtful accounts, inventory valuation, and the assessment of the possible impairment of Goodwill and other intangible assets.

Revenue from sales of products is recognized at the time title of goods passes to the buyer and the buyer assumes the risks and rewards of ownership. This is generally at the time of shipment. Where right of return exists, allowances are made at the time of sale to reflect expected returns based on historical experience.

Allowances for doubtful accounts are maintained based on historical payment patterns, aging of accounts receivable and actual write- off history. Management attempts to minimize credit risk by reviewing customers' credit history before extending credit and by monitoring credit exposure on a regular basis. An allowance for possible losses on accounts receivable is established based upon factors surrounding the credit risk of specific customers, historical trends and other information.

The Company writes down its inventory for estimated obsolescence equal to the cost of the inventory. Product obsolescence may be caused by shelf-life expiration, discontinuance of a product line, replacement products in the marketplace or other competitive situations.

Management assesses goodwill and intangible assets for possible impairment on no less often than an annual basis. In the event of changes in circumstances which indicate the carrying value of these assets may not be recoverable, this assessment may take place at any time. Factors that could cause an impairment review to take place would include:

When management determines that the carrying value of intangible assets may not be recoverable based on the existence of one or more of the above indicators of impairment, the carrying value is compared to a value determined based on projected discounted cash flows using a discount rate commensurate with the risk inherent in the Company's current business model. Any impairment identified in this computation is given current recognition in any unissued financial statements.

Total revenues increased $1,165,000 or 12% in the August 2002 quarter compared to the August 2001 quarter. Revenues from sales of products dedicated to Food Safety were up 18% and revenues from sales of Animal Safety products were up 6%. Exclusive of the effects of sales of products from businesses purchased in the August 2001 quarter, total sales increased 11.4%.

The increase in Food Safety revenue of $901,000 came from increases in sales of test kits for the detection of harmful bacteria such as E. coli O157:H7, Salmonella, and Listeria which increased 25% in the quarter. Sales of test kits for the detection of allergens in food increased 46%. While markets for both of these products are growing, Management believes that a substantial amount of the growth has come from additional market penetration.

Animal Safety revenues increased $264,000 in comparison with the revenues from the August 2001 quarter. Increases included a nearly 100% increase in the sales of EqStim immunostimulant. EqStim is being used by veterinarians to boost the immune response of horses infected with the West Nile virus. Sales of Specialty Needles were down in comparison with the prior year by $204,000 or 60% due to two separate customers who placed large orders in the prior year and did not repeat these orders in the current year. Sales of BotVax B were down by $194,000 or 56%. In the August 2001 quarter sales were abnormally high as the Company was filling backorders from prior quarters. Sales of diagnostic and quantitative test kits to detect drugs of abuse in animals and animal products, increased by $102,000 or 17% in comparison with the prior year. This 17% increase arose principally from increases in testing of meat products.

Gross margins in the August 2002 quarter increased to 53% from 50% in the August 2001 quarter. Food Safety gross margins increased to 61% from 58% and Animal Safety gross margins increased to 44% from 43%. These increases in margins resulted from changes in product mix and the leverage from higher levels of production.

Sales and marketing expenses increased $416,000 to 24% of revenues when compared to 22% in the August 2001 quarter. These expenses rose due to additional marketing efforts and expenditures in support of expected sales increases later in fiscal 2003. As a percentage of revenues Food Safety sales and marketing was 26% of sales in both periods, while Animal Safety increased from 18% to 21%.

General and administrative expenses increased by $62,000 but remained at 10% of revenues. The percentage of revenue relationship reflects the generally fixed nature of general and administrative expenses. On a divisional basis, general and administrative expenses were comparable to the prior year.

Research and development expenses in the August 2002 quarter increased $143,000 to 6% of revenue from 5% in the August 2001 quarter. Although on a quarter to quarter basis, some fluctuations of research and development expense will occur, Management expects research and development expense to approximate 5% to 6% of revenues over time. These expenditures approximate 8% to 10% of revenues from products and product lines that are supported by research and development.

Other income decreased in the August 2002 quarter as compared to the prior year periods, principally as a result of the reduction in interest income, as rates have decreased, and because of reductions in the level of cash available for investment, following the use of cash for acquisitions late in the first quarter of 2001.

The federal and state tax rates in the first quarter of 2002 decreased to 35% from 37% in the first quarter of the prior year. The changes in tax rates reflect the timing of accounting recognition of research and development and extraterritorial credits.

At August 31, 2002, the Company had $5,500,000 in cash and marketable securities, working capital of $19,200,000, and stockholders' equity of $36,700,000. In addition, unused bank lines totaled $10,000,000. Cash and marketable securities decreased in the three-month period ended August 31, 2002 with cash generated by operations of $578,000, and $224,000 of cash from exercise of stock options offset by cash expended for the acquisitions of intangible assets and property and equipment.

Accounts receivable were $450,000 higher at August 31, 2002 than at May 31, 2002 with average days in net accounts receivable increasing from 51 to 55 days. The increase in days outstanding is considered to be a normal fluctuation and Management believes that recorded allowances are adequate to provide for accounts that may become uncollectable. Inventories at August 31, 2002 decreased slightly from May 31, 2002. The increase in current liabilities results from the timing of payments.

At August 31, 2002, the Company had no material commitments for capital expenditures, with the exception of approximately $400,000 committed to building improvements and furnishing of a new manufacturing facility adjacent to the Company's Lansing, Michigan location. The expenditure will be financed with available cash. Inflation and changing prices are not expected to have a material effect on operations.

Management believes that the Company's existing cash and marketable securities at August 31, 2002, along with its available bank lines of credit and cash expected to be generated from future operations, will be sufficient to fund activities for the foreseeable future. However, existing cash and marketable securities may not be sufficient to meet the Company's cash requirements to commercialize products currently under development or its plans to acquire other organizations, technologies or products that fit within the Company's mission statement. Accordingly, the Company may be required to issue equity securities or enter into other financing arrangements for a portion of the Company's future capital needs.

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

ITEM 4. CONTROLS AND PROCEDURES

Safe-harbor, forward-looking statements:

The discussion in items 2 and 3 above contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 with respect to the financial condition, results of operations and business of Neogen Corporation and subsidiaries. These forward-looking statements involve certain risks and uncertainties. No assurance can be given that any such matters will be realized. Important factors that could cause actual results to differ materially from those contemplated by such forward-looking statements include:

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

(a) Exhibit Index

     Exhibit 99.1 - Certification by James L. Herbert pursuant to section 906 of the Sarbanes-Oxley Act of 2002.

     Exhibit 99.2 - Certification by Richard R. Current pursuant to section 906 of the Sarbanes-Oxley Act of 2002.

(b) Reports on Form 8-K Filed in Quarterly Period Ended August 31, 2002.

The Company did not file any reports on Form 8-K in the quarterly period ended August 31, 2002.

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

Dated: October 14, 2002

Dated: October 14, 2002

I, James L. Herbert, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Neogen Corporation;
2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
1. designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; and
2. evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and
3. presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date.
5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):
1. all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and
2. any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls.
6. The registrant's other certifying officers and I have indicated in this quarterly report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date: October 14, 2002

James L. Herbert

President &
Chief Executive Officer
Neogen Corporation

I, Richard R. Current, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Neogen Corporation;
2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
1. designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; and
2. evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and
3. presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date.
5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):
1. all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and
2. any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls.
6. The registrant's other certifying officers and I have indicated in this quarterly report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.