Exhibit 23.02
             


June  1,  1998


Board  of  Directors
Bioanalytical  Systems,  Inc.
2701  Kent  Avenue
West  Lafayette,  Indiana    47906

Ladies  and  Gentlemen:

     We  have  acted  as  counsel  to  Bioanalytical Systems, Inc., an Indiana
corporation  (the   Company ), in connection with the filing of a Registration
Statement  on Form S-8 (the  Registration Statement ), with the Securities and
Exchange  Commission  (the  Commission ) for the purposes of registering under
the  Securities  Act of 1933, as amended (the  Securities Act ), 95,000 of the
Company's  authorized but unissued Common Shares (the  Shares ) issuable upon
exercise of options which may be granted under the Bioanalytical Systems, Inc.
1997  Employee  Incentive  Stock  Option  Plan  (the    Plan  ).

     In  connection  therewith, we have investigated those questions of law as
we have deemed necessary or appropriate for purposes of this opinion.  We have
also  examined  originals,  or copies certified or otherwise identified to our
satisfaction, of those documents, corporate or other records, certificates and
other papers that we deemed necessary to examine for purposes of this opinion,
including:

     1.      Resolutions of the Board of Directors Meeting on October 23, 1997
relating  to  the approval of the Plan and reserving shares for issuance under
the  Plan  (the    Resolutions  );

     2.         Resolutions of the Shareholders of the Company relating to the
approval  of  the  Plan  and  reserving  shares  for issuance under the Plan (
Shareholder  Resolutions  );

     3.          The  Form  S-8  Registration  Statement;

     4.          The  Plan;  and

     5.         Copies of the Articles of Incorporation of the Company and all
amendments  thereto.

We have also relied, without investigation as to the accuracy thereof, on oral
and  written communications from public officials and officers of the Company.

     For  purposes of this opinion, we have assumed (i) the genuineness of all
signatures of all parties other than the Company; (ii) the authenticity of all
documents  submitted  to  us  as  originals  and  the  conformity to authentic
originals of all documents submitted to us as certified or photostatic copies;
(iii) that the Resolutions will not be amended, altered or superseded prior to
the  issuance  of  the  Shares;  and  (iv)  that  no changes will occur in the
applicable  law  or  the  pertinent facts prior to the issuance of the Shares.

     Based  upon  the foregoing and subject to the qualifications set forth in
this letter, we are of the opinion that the Shares are validly authorized and,
when (a) the pertinent provisions of the Securities Act and all relevant state
securities laws have been complied with and (b) the Shares have been delivered
against  payment  therefor  as  contemplated  by  the Plan, the Shares will be
legally  issued,  fully  paid  and  non-assessable.

     We  hereby  consent  to  the  filing of this opinion as an exhibit to the
Registration  Statement.   In giving this consent, we do not admit that we are
within  the  category  of persons whose consent is required under Section 7 of
the  Securities  Act  or  under  the  rules  and regulations of the Commission
relating  thereto.

Very  truly  yours,



/s/ ICE  MILLER  DONADIO  &  RYAN