UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549FORM 8-KCurrent ReportPursuant to Section 13 or 15(d) of theSecurities Exchange Act of 1934Date of Report (Date of earliest event reported): February 4, 2009NeoPharm, Inc.(Exact name of registrant as specified in charter) STATES

Delaware	33-90516	51-0327886
(State or other jurisdictionof incorporation)	(Commission File Number)	(IRS EmployerIdentification No.)

SECURITIES AND EXCHANGE COMMISSION

~~101 Waukegan Road~~Washington, D.C. ~~Suite 970, Lake Bluff, IL 60044 (Address of principal executive offices, including Zip Code)~~20549

~~(847) 887~~FORM 8-~~0800Registrant’s telephone number, including area codeNone(Former name or former address, if changed since last report)~~ K

CURRENT REPORT

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

Date of Report (date of earliest event reported): February 12, 2009

NeoPharm, Inc.

(Exact name of registrant as specified in its charter)

Delaware	33-90516	51-0327886
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

101 Waukegan Road, Suite 970 Lake Bluff, Illinois		60044
(Address of principal executive offices)		(Zip Code)

(Registrant’s telephone number, including area code) (847) 887-0800

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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

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

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

⃞ o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (~~17 CFR~~18 CFR 240.13e-4(c)) .

Item 35.0102. ~~Notice~~Departure of ~~Delisting~~Directors or ~~Failure~~Certain toOfficers; ~~Satisfy~~Election aof ~~Continued~~Directors; ~~Listing~~Appointment ~~Rule~~of orCertain ~~Standard~~Officers; ~~Transfer~~Compensatory Arrangements of ~~Listing~~Certain Officers.

OnPreviously ~~January 23, 2009,~~ the Company ~~announced~~had reported that it had ~~given~~terminated ~~notice~~its toformer President, Guillermo Herrera, ~~The~~for ~~NASDAQ~~cause ~~Stock~~and ~~Market~~that ~~("NASDAQ")~~as ofa ~~its~~result ~~intention~~no tosalary ~~voluntarily delist~~continuation ~~its~~was ~~common~~due ~~stock~~to ~~from~~him. The ~~NASDAQ~~Company byhas ~~filing~~now aagreed, ~~Form~~as 25part ~~with~~of ~~the~~a ~~Securities~~settlement ~~and~~of ~~Exchange~~litigation ~~Commission~~filed onby orMr. Herrera ~~about~~against ~~February~~the 2,Company ~~2009, which~~arising ~~filing~~from ~~was~~his ~~made~~termination, bythat ~~the~~Mr. Herrera’s ~~Company~~termination onshould ~~that~~be ~~date,~~considered to ~~with~~have ~~the~~been ~~delisting~~without ofcause ~~the Company's~~and ~~common~~that ~~stock~~a ~~from~~payment ~~NASDAQ~~will be made to ~~occur~~Mr. onHerrera orin accordance ~~about~~with ~~February~~the ~~12, 2009~~terms of such settlement.

On Wednesday, February 4, 2009, the Company learned that NASDAQ had prematurely removed the Company's common stock from listing on NASDAQ effective at the opening of trading on that date. The Company was subsequently advised by NASDAQ that this action was taken in error and the Company's common stock was again available for trading on NASDAQ effective with the opening of the market on Friday, February 6, 2009. Notwithstanding these events, the Company continues to expect that the last day of trading of its common stock on NASDAQ will be on or about February 12, 2009, as previously announced by the Company. SIGNATURES

Pursuant to the requirements of the ASecurities ~~copy~~Exchange Act of 1934, the ~~Company's~~Registrant ~~press~~has ~~release~~duly ~~relating~~caused this Report to be ~~the~~signed ~~foregoing~~on ~~is attached~~its ~~hereto~~behalf asby ~~Exhibit~~the 99undersigned hereunto duly authorized.1.

Item 9.01 Financial Statements and Exhibits

	NEOPHARM, INC.


	By:	/s/ Laurence P. Birch
		Laurence P. Birch,
		President and Chief Executive Officer


Dated: February 12, 2009

~~(d) Exhibits~~ 2

Exhibits No.	Description
99.1	Press Release issued by NeoPharm, Inc. February 5, 2009.

SIGNATURE

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

Date:	February 9, 2009	NeoPharm, Inc.
		By:	/s/ Laurence P. Birch
			Laurence P. Birch,
			President and CEO

EXHIBIT INDEX

Current Report on Form 8-K

Dated February 9, 2009

NeoPharm, Inc.

Exhibit No.	Description of Exhibits
99.1	Press Release issued by NeoPharm, Inc. dated February 5, 2009.

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