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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Amendment No.: 1
Name of Issuer: Neopharm, Inc.
Title of Class of Securities: Common Stock, $.0002145 par value
CUSIP Number: 640919106
(Date of Event Which Requires Filing of this Statement)
December 31, 1998
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
/ / Rule 13d-1(b)
/X/ Rule 13d-1(c)
/ / Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided
in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP Number: 640919106
1. Name of Reporting Person
I.R.S. Identification No. of Above Person
John P. Curran
2. Check the Appropriate Box if a Member of a Group
a.
b.
3. SEC Use Only
4. Citizenship or Place of Organization
United States
Number of Shares Beneficially Owned by Each Reporting Person
With:
5. Sole Voting Power:
252,800
6. Shared Voting Power:
644,000 (including Warrants exercisable for
104,000 shares of Common Stock)
7. Sole Dispositive Power:
252,800
8. Shared Dispositive Power:
644,000 (including Warrants exercisable for
104,000 shares of Common Stock)
9. Aggregate Amount Beneficially Owned by Each Reporting Person
896,800
10. Check Box if the Aggregate Amount in Row (9) Excludes
Certain Shares
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11. Percent of Class Represented by Amount in Row (9)
10.6%
12. Type of Reporting Person
IN
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CUSIP Number: 640919106
1. Name of Reporting Person
I.R.S. Identification No. of Above Person
Curran Partners, L.P.
2. Check the Appropriate Box if a Member of a Group
a.
b.
3. SEC Use Only
4. Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each Reporting Person
With:
5. Sole Voting Power:
6. Shared Voting Power:
644,000 (including Warrants exercisable for
104,000 shares of Common Stock)
7. Sole Dispositive Power:
8. Shared Dispositive Power:
644,000 (including Warrants exercisable for
104,000 shares of Common Stock)
9. Aggregate Amount Beneficially Owned by Each Reporting
Person
644,000 (including Warrants exercisable for
104,000 shares of Common Stock)
10. Check Box if the Aggregate Amount in Row (9) Excludes
Certain Shares
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11. Percent of Class Represented by Amount in Row (9)
7.6%
12. Type of Reporting Person
PN
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Item 1(a) Name of Issuer: Neopharm, Inc.
(b) Address of Issuer's Principal Executive Offices:
100 Corporate North
Suite 215
Bannockburn, IL 60015
Item 2(a) - (c). Name, Principal Business Address, and
Citizenship of Persons Filing:
John P. Curran
Curran Partners, L.P.
237 Park Avenue
New York, New York 10017
John P. Curran - United States citizen
Curran Partners, L.P. - Delaware limited
partnership
(d) Title of Class of Securities: Common Stock,
$.0002145 par value (the "Common Stock")
(e) CUSIP Number: 640919106
Item 3. If this statement is filed pursuant to Rule
13d-1(b)(1) or 13d-2(b) or (c) check whether the person
filing is:
(a) / / Broker or dealer registered under Section 15 of
the Act,
(b) / / Bank as defined in Section 3(a)(6) of the Act,
(c) / / Insurance Company as defined in
Section 3(a)(19) of the Act,
(d) / / Investment Company registered under Section 8
of the Investment Company Act,
(e) / / Investment Adviser registered under Section 203
of the Investment Advisers Act of 1940,
(f) / / Employee Benefit Plan, Pension Fund which is
subject to the provisions of the Employee
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Retirement Income Security Act of 1974 or
Endowment Fund,
(g) / / Parent Holding Company, in accordance with Rule
13d-1(b)(ii)(G),
(h) / / Savings association as defined in Section 3(b)
of the Federal Deposit Insurance Act,
(i) / / Church plan excluded from the definition of an
investment company under Section 3(c)(14) of
the Investment Company Act,
(j) / / Group, in accordance with Rule 13d-
1(b)(1)(ii)(H).
If this statement is filed pursuant to Rule 13d-1(c), check
this box. /X/
Item 4. Ownership.
(a) Amount Beneficially Owned:
As of December 31, 1998: 896,800 shares
(including warrants exercisable for
104,000 Shares of Common Stock) owned by
John P. Curran; 644,000 shares (including
warrants exercisable for 104,000 Shares
of Common Stock) owned by Curran
Partners, L.P.
As of January 29, 1999: 911,800 shares
(including warrants exercisable for
104,000 Shares of Common Stock) owned by
John P. Curran; 659,000 shares (including
warrants exercisable for 104,000 Shares
of Common Stock) owned by Curran
Partners, L.P.
(b) Percent of Class:
As of December 31, 1998: 10.6% by John
P. Curran; 7.6% by Curran Partners, L.P.
As of January 29, 1999: 10.8% by John P.
Curran 7.8% by Curran Partners, L.P.
(c) John P. Curran:
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As of December 31, 1998: 252,800 shares
with sole power to vote or to direct the
vote; 644,000 shares with shared power to
vote or to direct the vote; 252,800
shares with sole power to dispose or to
direct the disposition of 644,000 shares
with shared power to dispose of or to
direct the disposition of
As of January 29, 1999: 252,800 shares
with sole power to vote or to direct the
vote; 659,000 shares with shared power to
vote or to direct the vote; 252,800
shares with sole power to dispose or to
direct the disposition of; 659,000 shares
with shared power to dispose of or to
direct the disposition of
Curran Partners, L.P.:
As of December 31, 1998: 0 shares with
sole power to vote or to direct the vote;
644,000 shares with shared power to vote
or to direct the vote; 0 shares with sole
power to dispose or to direct the
disposition of; 644,000 shares with
shared power to dispose of or to direct
the disposition of
As of January 29, 1999: 0 shares with
sole power to vote or to direct the vote;
659,000 shares with shared power to vote
or to direct the vote; 0 shares with sole
power to dispose or to direct the
disposition of; 659,000 shares with
shared power to dispose of or to direct
the disposition of
Item 5. Ownership of Five Percent or Less of a Class.
N/A
Item 6. Ownership of More than Five Percent on Behalf of
Another Person.
N/A
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Item 7. Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported by the
Parent Holding Company.
N/A
Item 8. Identification and Classification of Members of the
Group.
N/A
Item 9. Notice of Dissolution of the Group.
N/A
Item 10.
Certification for Rule 13d-1(c): By signing below I
certify that, to the best of my knowledge and belief, the
securities referred to above were not acquired and are not
held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and
were not acquired and are not held in connection with or as
a participant in any transaction having that purpose or
effect.
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set
forth in this statement is true, complete and correct.
CURRAN PARTNERS, L.P.
By: /s/ John P. Curran
_______________________
Title: General Partner
/s/ John P. Curran
______________________
JOHN P. CURRAN
February 17, 1999
_______________________
Date
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AGREEMENT
The undersigned agree that this Schedule 13G dated
February 17, 1999 relating to the Common Stock of Neopharm, Inc.
shall be filed on behalf of the undersigned.
CURRAN PARTNERS, L.P.
By: /s/ John P. Curran
_______________________________
John P. Curran
General Partner
/s/ John P. Curran
_______________________________
John P. Curran
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1616000.AG3
