BIOANALYTICAL SYSTEMS, INC.

PROXY STATEMENT

ANNUAL MEETING OF SHAREHOLDERS

MARCH 17, 2011

GENERAL

This proxy statement is furnished by Bioanalytical Systems, Inc. (“BASi” or the “Company”) in connection with the solicitation by the Board of Directors of BASi of proxies to be voted at the Annual Meeting of Shareholders to be held at 10:00 a.m. (EST)(EDT) on Thursday, March 17, 2011,14, 2013, and at any adjournment thereof. The meeting will be held at the principal executive offices of BASi, 2701 Kent Avenue, West Lafayette, Indiana 47906. This proxy statement and the accompanying form of proxy will be first mailed to shareholders on or about February 4, 2011.

A shareholder signing and returning the enclosed proxy may revoke it at any time before it is exercised by delivering written notice to the Assistant Secretary of BASi, by filing a properly executed proxy bearing a later date or by attending the Annual Meeting and voting in person. The signing of a proxy does not preclude a shareholder from attending the Annual Meeting in person. All proxies returned prior to the Annual Meeting, and not revoked, will be voted in accordance with the instructions contained therein. Any proxy not specifying to the contrary will be voted FOR the election of the nomineenominees for director named below, FOR the ratification of Crowe Horwath LLP as the Company’s independent registered public accountants for fiscal 2011,2013, FOR approval of the Named Executive Officers’ compensation as described under “Compensation of Executive Officers”, below, to conduct future advisory votes on the Named Executive Officers’ compensation EVERY THIRD YEAR and in accordance with the recommendation of the Board of Directors on any other matter that is properly brought before the meeting. Abstentions and broker non-votes are not counted for purposes of determining whether a proposal has been approved, but will be counted for purposes of determining whether a quorum is present.

As of the close of business on January 31, 2011,25, 2013, the record date for the Annual meeting,Meeting, there were 4,915,3187,656,718 common shares of BASi outstanding. Each outstanding common share owned as of January 31, 201125, 2013 is entitled to one vote. BASi has no other voting securities outstanding. Shareholders do not have cumulative voting rights.

A quorum will be present if a majority of the outstanding common shares are present, in person or by proxy, at the Annual Meeting. If a quorum is present, directors will be elected by a plurality of the votes cast, and the appointment of Crowe Horwath LLP as independent registered public accountants for fiscal 20112013 will be ratified, and the compensation of the Named Executive Officers will be approved if the votes cast in favor of the proposal exceed the votes cast against the proposal. proposal, and the option regarding the frequency of future advisory votes on the compensation of the Company’s Named Executive Officers receiving the most votes at the Annual Meeting will be the option recommended by the shareholders. Accordingly, abstentions and broker non-votes will have no effect on the outcome of the vote on any of the proposals to be considered at the Annual Meeting.

A copy of the BASi Annual Report and Form 10-K, including audited financial statements and a description of operations for the fiscal year ended September 30, 2010,2012, accompanies this proxy statement. The financial statements contained in the Annual Report and Form 10-K are not incorporated by reference in this proxy statement. Each shareholder will receive a proxy statement whether or not sharing an address with another shareholder. The solicitation of proxies is being made by BASi and all expenses in connection with the solicitation of proxies will be borne by BASi. BASi expects to solicit proxies primarily by mail, but directors, officers and other employees of BASi may also solicit proxies in person or by telephone. BASi will pay any costs so incurred, but the directors, officers and other employees involved in such solicitations will not receive any additional compensation for such actions.

HOW TO VOTE YOUR SHARES

We are pleased to offer you four options for voting your shares:

We encourage you to register your vote via the Internet. If you attend the meeting, you may also submit your vote in person and any votes that you previously submitted—whether via the Internet, by phone, by mail or by hand delivery—will be superseded by the vote that you cast at the meeting. Whether your proxy is submitted by the Internet, by phone, by mail or by hand delivery, if it is properly completed and submitted and if you do not revoke it prior to the meeting, your shares will be voted at the meeting in the manner set forth in the proxy. To vote at the meeting, beneficial owners will need to contact the broker, trustee or nominee that holds their shares to obtain a "legal proxy" to bring to the meeting.

COMMONLY ASKED QUESTIONS AND ANSWERS

This proxy statement describes the proposals on which you, as a shareholder of BASi, are being asked to vote. It also gives you information on the proposals to be voted on at the Annual Meeting, as well as other information so that you can make an informed decision. You are invited to attend the Annual Meeting to vote on the proposals, but you do not need to attend in person in order to vote. You may, instead, follow the instructions above to vote by mail using the enclosed proxy card or you may vote via the Internet or by telephone using instructions included on the proxy card. Even if you currently plan to attend the meeting, it is a good idea to complete and return your proxy card before the meeting date just in case your plans change.

Who can vote at the Annual Meeting?

Shareholders who owned common stock on January 31, 2011,25, 2013, the record date for the Annual Meeting, may attend and vote at the Annual Meeting. Each common share is entitled to one vote. There were 4,915,3187,656,718 common shares outstanding on January 31, 2011.

You may revoke your proxy and change your vote at any time before the polls close at the meeting. You may do this by:

Your proxy will not be revoked if you attend the meeting but do not vote.

To hold the meeting and conduct business, a majority of BASi’s outstanding voting shares as of January 31, 201125, 2013 must be present in person or represented by proxies at the meeting. On January 31, 2011,25, 2013, a total of 4,915,3187,656,718 common shares were outstanding and entitled to vote. Shares representing a majority number of these votes, or 2,457,6603,828,360 shares, must be present at the Annual Meeting, or in person or by proxy, to hold the meeting and conduct business. This is called a quorum.

Abstentions and broker non-votes are not counted for purposes of determining whether a proposal has been approved, but will be counted for purposes of determining whether a quorum is present.

If your shares are registered in your name, they will not be voted unless you vote by the internet,Internet, telephone, submitting your proxy card via mail or hand delivery, or voting in person at the meeting.

How will my shares be voted if they are held in “street name”?

If your shares are held in “street name,” you should have received voting instructions with these materials from your broker or other nominee. We urge you to instruct your broker or other nominee how to vote your shares by following those instructions.

If you do not give your broker or nominee instructions as to how to vote your shares, they may be voted only on routine matters for which the broker or nominee hasmay exercise discretionary authority under applicable rules. These “broker non-votes” will be counted for purposes of determining whether a quorum is present, but will generally have no effect on the proposals, because they are not be counted for any other purpose with respect to Proposals 1 or 2. 

The proposal to ratify Crowe Horwath LLP as our independent registered public accountants and the advisory proposal to approve our named executive officers' compensation will be approved if the number of votes for approval of the proposal exceeds the number of votes against the proposal at the Annual Meeting.

We will bear the costs of soliciting proxies from our shareholders. These costs include preparing, assembling, printing, mailing and distributing the proxy statements, proxy cards and annual reports. We will also reimburse brokerage houses and other custodians for their reasonable out-of-pocket expenses for forwarding proxy and solicitation materials to the beneficial owners of common shares.

PROPOSALS TO BE VOTED UPON

The following table shows certain information about the Nominated Director.Directors. The address for each of the Nominated DirectorDirectors is 2701 Kent Avenue, West Lafayette, IN 47906.

* Mr. Daniels resigned fromRichard A. Johnson, Ph.D. was elected to the Board of Directors and each committeethe Nominating/Corporate Governance Committee on October 5, 2010.

The Compensation Committee makes recommendations to the Board of Directors with respect to:

The Audit Committee is responsible for:

The Board of Directors has adopted a written charter for the Compensation Committee and for the Audit Committee, both of which can be found on our website at www.basinc.com. Audit Committee members are not employees of BASi and, in the opinion of the Board of Directors, are “independent” (as defined by Rule 4200(a)(15) of the NASD listing standards). The Board of Directors has determined that each of Larry S. Boulet and David L. Omachinski is an “audit committee financial expert” (as defined by Item 401(h) of Regulation S-K) and “independent” (as defined by Item 7(d)(3)(iv) of Schedule 14A).

The Nominating / Corporate Governance Committee is responsible for receiving and reviewing recommendations for nominations to the Board of Directors and recommending individuals as nominees for election to the Board of Directors. Nominating Committee members are not employees of BASi and, in the opinion of the Board of Directors, are “independent” (as defined by rule 4200 (a)(15) of the NASD listing standards). The Board of Directors adopted a written charter for the Nominating Committee on February 21, 2007 which can be found on our website at www.basinc.com.

The Board of DirectorsNominating / Corporate Governance Committee will consider for nomination as directors persons recommended by shareholders. Such recommendations must be made to the Board of Directors or to an individual director in writing and delivered to Bioanalytical Systems, Inc., Attention: Corporate Secretary, 2701 Kent Avenue, West Lafayette, Indiana 47906 not less than 90 days nor more than 120 days prior to the anniversary date of the prior year’s annual shareholders meeting. The Corporate Secretary will forward all such communications to the addressee. Nominations must set forth, with respect to the person nominated, their name, age, business address and residence address, principal occupation or employment, class and number of shares of BASi which are owned beneficially or of record by the person, and any other information relating to the person that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors pursuant to Section 14 of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. The shareholder making this proposal must state his, her or its name and record address, the class and number of shares of BASi which he, she or it owns beneficially or of record, a description of all arrangements or understandings between such shareholder and each proposed nominee and any other person or persons (including their names) pursuant to which the nomination(s) are to be made by such shareholder, a representation that such shareholder intends to appear in person or by proxy at the meeting to nominate the persons named in its notice, and any other information relating to such shareholder that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors pursuant to Section 14 of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. Such notice must be accompanied by a written consent of each proposed nominee to being named as a nominee and to serve as a director if elected. The Chair of the Nominating/Corporate Governance Committee or his or her designee shall have the authority to determine whether a nomination is properly made.

There is no fixed process for identifying and evaluating potential candidates to be nominees for directors, and there is no fixed set of qualifications that must be satisfied before a candidate will be considered. Rather, the Nominating Committee has the flexibility to consider such factors as it deems appropriate. These factors may include education, diversity, experience with business and other organizations comparable with BASi, the interplay of the candidate’s experience with that of other members of the Board of Directors, and the extent to which the candidate would be a desirable addition to the Board of Directors and to any of the committees of the Board of Directors.The Nominating Committee does not have a formal policy regarding the consideration of diversity in identifying director nominees, but the Nominating Committee does consider, among other things, a director nominee’s potential contribution to the diversity of background and experience of our Board of Directors, including with respect to age, gender, international background, race and specialized experience.The Nominating Committee will evaluate nominees for directors submitted by shareholders in the same manner in which it evaluates other director nominees. No shareholder has properly nominated anyone for election as a director at the Annual Meeting.

There are no family relationships among the directors and executive officers of BASi.

Certain Relationships and Transactions

The Board reviews transactions with related parties, but has no formal policies in place with respect to such review or the approval of such transactions. There were no transactions with related parties in fiscal 2010.

Any shareholder who desires to contact members of the Board of Directors, including non-management members as a group, may do so by writing to:

BASi Corporate Secretary Bioanalytical Systems, Inc.

2701 Kent Avenue

West Lafayette, IN 47906

corporatesecretary@BASinc.com

The corporate secretary will collect all such communications and organize them by subject matter. Thereafter, each communication will be promptly forwarded to the appropriate board committee chairperson according to the subject matter of the communication. Communications addressed to the non-management members as a group will be forwarded to each non-management member of the board.

Any person who would like to contact the Company for the purpose of submitting a complaint regarding accounting, internal accounting controls, or auditing matters may do so via email, by writing to:

Chairman of the Audit Committee,

Larry S. Boulet

auditcommittee@BASinc.com

Upon receipt of a complaint, the Chairman of the Audit Committee will follow a review process and actions dictated in the Company’s Code of Business Conduct and Ethics to review and address the complaint. The Company’s Code of Business Conduct and Ethics applies to all of BASi’s directors, employees and officers. BASi’s Code of Business Conduct and Ethics is available on the Company’s website.

For meetings of the standing Board committees held in conjunction with a meeting of the Board, no additional fees are paid.

Option Awards

The amounts disclosed under the heading "Option Awards" in the table below consist of the aggregate grant date fair value of the stock option awards granted in fiscal 20102012 in accordance with FASB ASC Topic 718. The grant date fair value of the option awards may vary from the actual amount ultimately realized based on a number of factors. The factors include BASi'sBASi’s actual operating performance, Common Sharecommon share price fluctuations, differences from the valuation assumptions used, the limited liquidity in the trading of the Company’s shares and the timing of exercise or applicable vesting.

Business Expenses

Non-Employee Directors' Compensation Table

AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

The Audit Committee of the Board operates under a written charter, which is reviewed periodically and was most recently amended in May, 2008. The Audit Committee is comprised of fourthree non-employee directors, each of whom in the opinion of the Board of Directors meets the current independence requirements and financial literacy standards of the NASDAQ Marketplace Rules, as well as the independence requirements of the SEC. In the opinion of the Board of Directors, Mr. Boulet and Mr. Omachinski each meet the criteria for an “audit committee financial expert” as set forth in applicable SEC rules.

BASi’s management is primarily responsible for the preparation, presentation and integrity of the Company’s financial statements. BASi’s independent registered public accounting firm, Crowe Horwath LLP (‘independent auditors’), is responsible for performing an independent audit of the Company’s financial statements and expressing an opinion as to the conformity of the financial statements with generally accepted accounting principles.

The Audit Committee also discussed with the independent auditors matters required to be discussed by Statement on Auditing Standards No. 61 (Communications with Audit Committees), as amended, including the quality and acceptability of the Company’s financial reporting process and internal controls. The Audit Committee has also discussed with the Company’s independent auditors the overall scope and plans for the annual audit and reviewed the results of the audit with management and the independent auditors.

In addition, the Audit Committee has discussed the independent auditors’ independence from the Company and its management, including the matters in the written disclosures required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant's communications with the audit committee concerning independence. The Audit Committee has also considered whether the provision of any non-audit services (as discussed under “Fees of Independent Registered Public Accountants”) would impact the independence of the auditors.

The members of the Audit Committee are not engaged in the practice of auditing or accounting. In performing its functions, the Audit Committee necessarily relies on the work and assurances of the Company’s management and independent auditors.

In reliance on the reviews and discussions referred to in this report and in light of its role and responsibilities, the Audit Committee recommended to the Board of Directors that the audited financial statements of the Company included in the Company’s Annual Report on Form 10-K for the year ended September 30, 2010,2012, be filed with the SEC.

Larry S. Boulet (Chairman)

David L. Omachinski

Dr. A. Charlene Sullivan,

PROPOSAL 2 - RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS

The following table shows,Audit Committee of the Board has appointed Crowe Horwath LLP as the Company’s independent registered public accountants for the fiscal year ending September 30, 2013.

We are asking our shareholders to ratify Crowe Horwath LLP as our independent registered public accountants. Although ratification is not required by our Bylaws or otherwise, the Board is submitting the selection of Crowe Horwath LLP to our shareholders for ratification as a matter of good corporate practice.

The proposal will be approved if more shares represented in person or by proxy and entitled to vote on this item at the Annual Meeting are voted for approval of the proposal than are voted against approval of the proposal.

The Board unanimously recommends that shareholders vote “FOR” ratification of the appointment of Crowe Horwath LLP as the Company’s independent registered public accountants for fiscal 2013.

In the event shareholders do not ratify the appointment, the appointment will be reconsidered by the Audit Committee and the Board. Even if the selection is ratified, the Audit Committee in its discretion may select a different registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of the Company and our shareholders.

Selection of Independent Registered Public Accountants

The Company’s Audit Committee engaged Crowe Horwath LLP (“Crowe”) as the Company’s independent registered public accounting firm for the audit of the consolidated financial statements for the fiscal years ended September 30, 2012, 2011, 2010, 2009 and 2008 (as Crowe Chizek and Company LLC), 2007 and 2006 (as Crowe Chizek and Company LLC).

The Company engaged Crowe as its principal independent registered public accountants effective as of January 31, 2011,October 30, 2006. At no time prior to October 30, 2006 had the numberCompany consulted with Crowe regarding either: (i) the application of common shares ownedaccounting principles to a specified transaction, either completed or proposed; or the type of audit opinion that might be rendered on the Company’s financial statements; or (ii) any matter that was either the subject of a disagreement (as that term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to that Item) or a reportable event (as that term is defined in Item 304(a)(1)(v) of Regulation S-K).

Representatives of Crowe are expected to be present at the Annual Meeting. They will have the opportunity to make a statement if they desire to do so and will be available to answer appropriate questions concerning the audit of the Company’s financial statements.

Fees of Independent Registered Public Accountants

The approximate aggregate fees billed for the last two fiscal years for each of the following categories of services are set forth below:

There were no fees for services other than the above paid to the Company’s independent registered public accountants.

BASi’s policies require that the scope and cost of all work to be performed for BASi by our directors, executive officersits independent registered public accountants must be approved by the Audit Committee. Prior to the commencement of any work by the independent registered public accountants on behalf of BASi, the independent registered public accountants provide an engagement letter describing the scope of the work to be performed and an estimate of the fees. The Audit Committee and the Chief Financial Officer must review and approve the engagement letter and the estimate before authorizing the engagement. All fees were reviewed and approved by the Audit Committee during fiscal 2012 and 2011. Where fees charged by the independent registered public accountants exceed the estimate, the Audit Committee must review and approve the excess fees prior to their payment.

PROPOSAL 3 – ADVISORY VOTE ON THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS

The recently enacted Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, or the “Dodd-Frank Act”, provides that the Company’s shareholders have the opportunity to vote to approve, on an advisory (nonbinding) basis, the compensation of the Company’s named in the Summary Compensation Table below, our current directors and executive officers as disclosed in this proxy statement in accordance with the Securities and Exchange Commission’s rules.

As described in detail under the heading “Compensation of Executive Officers,” the Company’s executive compensation programs are designed to attract, motivate and retain talented executives. In addition, the programs are structured to create an alignment of interests between the Company’s executives and shareholders so that a group,significant portion of each executive’s compensation is linked to maximizing shareholder value. Please read the “Compensation of Executive Officers” beginning on page 13 for additional details about the Company’s executive compensation philosophy and beneficial ownersprograms, including information about the fiscal year 2012 compensation of the Company’s named executive officers. The Compensation Committee of the Board of Directors continually reviews the Company’s compensation programs to ensure they achieve the desired objectives.

The Company seeks your advisory vote on the compensation of the Company’s named executive officers. The Board recommends that shareholders vote “FOR” the approval of the compensation of the Company’s named executive officers as described in this proxy statement. This proposal, commonly known as a “say-on-pay” proposal, gives the Company’s shareholders the opportunity to usexpress their views on the compensation of the Company’s named executive officers. This vote is not intended to address any specific item of compensation, but rather the overall compensation of the Company’s named executive officers and the philosophy, policies and practices described in this proxy statement. The say-on-pay vote is advisory, and therefore not binding on the Company, the Compensation Committee or the Board of Directors. The Board of Directors and the Compensation Committee will review the voting results and consider them, along with any specific insight gained from shareholders of the Company and other information relating to the shareholder vote on this proposal, when making future decisions regarding executive compensation.

PROPOSAL 4 – ADVISORY VOTE ON THE FREQUENCY OF HOLDING AN ADVISORY VOTE ON THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS

The Dodd-Frank Act also provides that the Company’s shareholders have the opportunity to indicate how frequently the Company should seek an advisory vote on the compensation of the Company’s named executive officers, as disclosed pursuant to the Securities and Exchange Commission’s compensation disclosure rules, such as Proposal 3 above. By voting on this proposal, shareholders may indicate whether they would prefer that the advisory vote on the compensation of the Company’s named executive officers occur once every one, two, or three years.

After careful consideration of this Proposal, the Board of Directors has determined that an advisory vote on executive compensation that occurs every third year is the most appropriate alternative for the Company, and therefore the Board of Directors recommends that you vote “FOR” a three-year interval for the advisory vote on the compensation of the Company’s named executive officers.

In formulating its recommendation, the Board of Directors considered that an advisory vote on executive compensation every three years will allow the Company’s shareholders to provide it with their direct input on the Company’s executive compensation philosophy, policies and practices as disclosed in the proxy statement. Additionally, an advisory vote every three years on executive compensation is consistent with the Company’s policy of seeking input from, and engaging in discussions with, the Company’s shareholders on corporate governance matters and executive compensation.

You may cast your vote on your preferred voting frequency by choosing the option of one year, two years, three years or abstain from voting when you vote in response to this proposal. The option of one year, two years or three years that receives the highest number of votes cast by the shareholders will be the frequency for the advisory vote on executive compensation that has been recommended by the shareholders. However, because this vote is advisory and not binding on the Board of Directors or the Company, the Board of Directors may decide that it is in the best interests of the Company and its shareholders to hold more than 5%an advisory vote on executive compensation that differs from the option that received the highest number of our outstanding common shares. As of January 31, 2011, there were 4,915,318 common shares outstanding.votes from the Company’s shareholders.

17

---

All Other Compensation. The amounts included under “All Other Compensation” are described in the footnotes to the table.

SUMMARY COMPENSATION TABLE
Name and principal position		Year		Salary ($)				Bonus ($)				Option Awards (1) ($)				Company Contributions to 401(k) ($)				All Other Compensation ($)				Total ($)
Richard M. Shepperd,
President & Chief		2009			285,000				—				—				3,010				9,000	(3)			297,010
Executive Officer (2)		2010			90,000				—				—				—				130,036	(4)			220,036
Anthony S. Chilton,
Ph.D., President, Chief
Executive Officer;		2009			195,000				10,000	(7)			79,200	(9)			—				—				284,200
Director (5)		2010			227,200	(6)			32,403	(8)			121,100	(10)			—				28,667	(11)			409,370
Michael R. Cox, Vice
President, Finance and
Chief Financial Officer		2009			165,000				—				—				1,900				—				166,900
(12)		2010			165,000				—				22,800	(13)			—				—				187,800

SUMMARY COMPENSATION TABLE
Name and principal position		Year				Salary ($)				Bonus ($)				Option Awards (1) ($)				All Other  Compensation  ($)				Total ($)
Jacqueline M. Lemke, Interim President & Chief Executive Officer, Chief Financial Officer (2)			2012				101,890				31,267	(3)			139,500	(4)							272,657
Lori Payne, Vice President, Bioanalytical Services (5)			2012				150,467				10,000	(6)			22,320	(7)			17,332	(8)			200,119
John P. Devine, Jr., Vice President, Toxicology (9)			2012				145,000				—				—				—				145,000
Anthony S. Chilton, Ph.D., President, Chief Executive Officer; Director (10)			2011 2012				254,256 194,547				69,936 —	(11)			46,325 27,900	(12) (14)			49,450 203,540	(13) (15)			419,967 425,987
Michael R. Cox, Vice President, Finance and Chief Financial Officer (16)			2011 2012				165,000 82,500				20,000 —	(17)			— —				— 199,271	(18)			185,000 281,771

(1) AggregateRepresents the aggregate grant date fair value of the stock option awards granted in fiscal years 20102011 and 20092010 in accordance with FASB ASC Topic 718. There were three stock option grants to an NEO in fiscal 20102012 and three grantsone grant to an NEO in fiscal 2009.

2011.

(2) On January 27, 2010, Mr. Shepperd retired as President of the Company and retired as Chief Executive Officer and as a director of the Company on February 12, 2010.

 (3) Housing allowance of $1,000 per month per amended employment agreement with Mr. Shepperd executed on January 12, 2009, as discussed above.

 (4) Retirement payment approved by the Board of Directors upon Mr. Shepperd’s retirement of $120,000 plus a housing allowance of $1,000 per month per amended employment agreement with Mr. Shepperd executed on January 12, 2009, as discussed above plus vacation payout of $5,536 for vacation accrued up to his retirement.

 (5) Dr. ChiltonMs. Lemke was hired on December 1, 2008,April 9, 2012, during fiscal 2009.2012, as Chief Financial Officer and Vice President of Finance. On July 5, 2012, Ms. Lemke was elected interim President and Chief Executive Officer.

(3) EBITDA bonus per employment agreement accrued in fiscal 2012, paid in fiscal 2013.

(4) Grant date fair value of new grant on April 9, 2012 for 125,000 options on common shares, vesting evenly on March 31, 2013 and March 31, 2014. As of January 27, 2010,25, 2013, no option shares have vested and are exercisable.

(5) Ms. Payne was not included as an NEO in fiscal 2011.

(6) Bonus related to efforts in successfully consolidating our McMinnville, Oregon laboratory into our company headquarters as part our restructuring activities in fiscal 2012.

(7) Grant date fair value of new grant on April 9, 2012 for 20,000 options on common shares, vesting evenly beginning April 9, 2014 and each successive year through April 9, 2017. As of January 25, 2013, no option shares have vested and are exercisable.

(8) Reimbursement of reasonable living and travel expenses per employment agreement dated March 15, 2012.

(9) Mr. Devine was not included as an NEO in fiscal 2011.

(10) Dr. Chilton was elected as the interim President of the Company.  On May 13, 2010, Dr. Chilton was electedresigned as President and Chief Executive Officer, of the Company.

 (6) Per amendment to the employment agreement executed on February 1, 2010, as discussed above, Dr. Chilton’s base salary was increased to $19,105 per month for the months in which he served as the Interim President of the Company.  His base salary was increased again to $21,188 per month when, on May 13, 2010, he was elected as the President and Chief Executive Officer of the Company.

 (7)  Sign-on bonus in two installments of $5,000 each, paid on March 15, 2009 andeffective July 15, 2009.

 (8)5, 2012.

(11) EBITDA bonus per amended employment agreement accrued in fiscal 2010,2011, paid in fiscal 2011.

 (9)2012.

(12) Grant date fair value of new grant on December 1, 2008 for 30,000 options on common shares, vesting in equal installments beginning December 1, 2009 and each successive year through December 1, 2011.  As of January 31,February 24, 2011 20,000 option shares have vested and are exercisable.

 (10)  Grant date fair value of two new grants in fiscal 2010.  The first grant was on February 1, 2010 for 25,000 options on common shares, vesting evenly beginning January 31, 2011 and each successive year2012 through January 1, 2013. The second grant was on May 12, 2010 for 125,000 options on common shares, vesting evenly beginning on January 31, 2011 and each successive year through January 31, 2013.  As of January 31, 2011, 50,000 option shares have vested and are exercisable.

 (11)were forfeit upon Dr. Chilton’s resignation effective July 5, 2012.

(13) $600 monthly car allowance and reimbursement of reasonable living and travel expenses per amended employment agreement with Dr. Chilton signed on February 1, 2010.

 (12)  Effective October 4, 2007, Mr. Cox also assumed the responsibilities of Chief Administrative Officer. In April, 2010, as discussed above, Mr. Cox entered into a new employment agreement and was awarded additional stock option grants.

 (13)

(14) Grant date fair value of new grant on April 15, 20109, 2012 for 20,00025,000 options on common shares, vesting in equal installments beginning April 15, 2011 and each successive year through April 15, 2013.  As ofone installment on January 31, 2013. The options were forfeit upon Dr. Chilton’s resignation effective July 5, 2012.

(15) Severance payment approved by the Board of Directors upon Dr. Chilton’s resignation of $144,466 plus a $600 monthly car allowance and reimbursement of reasonable living and travel expenses per amended employment agreement with Dr. Chilton signed on February 1, 2010, plus a vacation payout of $13,691for vacation accrued up to his resignation.

(16) On September 30, 2011, no shares have vested and are exercisable.

18

---

as discussed above, Mr. Cox entered into an amended employment agreement that expired on March 31, 2012.

(17) Bonus related to efforts in completing the May 2011 public equity offering.

(18) Severance payment approved by the Board of Directors upon Mr. Cox’s departure of $165,000 plus a vacation payout of $34,271 for vacation accrued up to his departure.

Outstanding Equity Awards at Fiscal Year-End Table

BASi has awarded stock options to members of its senior management and other BASi team members. The terms of these awards typically provide for vesting over a defined period of time. Option awards generally have a four-part vesting schedule in which the first of the four installments vests on the second anniversary of the grant date. Each subsequent one-fourth installment thereafter vests on the anniversary of the grant date for the next three years; however, the Compensation Committee and the Board have the ability to alter, and occasionally do alter, the vesting schedule to meet specific objectives. The options expire if not exercised within ten years from the date of grant. The following table shows the equity awards granted to BASi's NEOs that were outstanding as of the end of BASi's 20102012 fiscal year.

OUTSTANDING EQUITY AWARDS AT FISCAL 2010 YEAR-END
OPTION AWARDS
		Number of Securities Underlying Unexercised Options
Name		(#) Exercisable			(#) Unexercisable			Option Exercise Price ($)		Option Expiration Date
Richard M. Shepperd (1)			—		—			—		—
Anthony S. Chilton,			10,000		20,000	(2)		3.53		November 30, 2018
Ph.D.			—		25,000	(3)		0.79		January 31, 2020
			—		125,000	(4)		0.99		May 11, 2020
Michael R. Cox			50,000		—			4.58		March 31, 2014
			20,000		10,000	(5)		8.60		November 5, 2017
					20,000	(6)		1.35		April 14, 2020

OUTSTANDING EQUITY AWARDS AT FISCAL 2012 YEAR-END
OPTION AWARDS
		Number of Securities Underlying Unexercised Options
Name		(#) Exercisable				(#) Unexercisable				Option Exercise Price ($)				Option Expiration Date
Jacqueline M. Lemke			—				125,000	(1)			1.38				April 8, 2022
Lori Payne			5,000				—				5.74				July 25, 2015
			3,750				1,250	(2)			5.09				September 4, 2018
			2,500				7,500	(3)			1.01				August 15, 2020
			—				20,000	(4)			1.38				April 8, 2022
John P. Devine			4,000				—				5.00				December 30, 2014
			3,750				1,250	(5)			5.09				September 4, 2018
			2,500				7,500	(6)			1.01				August 15, 2020
Anthony S. Chilton, Ph.D. (7)			—				—				—				—
Michael R. Cox (8)			—				—				—				—

(1)

Mr. Shepperd’s options were forfeited upon retirement.Options on 62,500 shares vest on March 31, 2013 and 62,500 shares vest on March 31, 2014.

(2)

Options on 10,000 shares vested on December 1, 2010 and 10,0001,250 shares vest on December 1, 2011.September 4, 2013.

(3)

Options on 8,334 shares vested on January 31, 2011, 8,3332,500 shares vest on January 31, 2012 and 8,333August 16, 2013, 2,500 shares vest on January 31, 2013.August 16, 2014 and 2,500 shares vest on August 16, 2015.

(4)

Options on 41,666 shares vested on January 31, 2011, 41,6675,000 shares vest on January 31, 2012 and 41,667April 9, 2014, 5,000 shares vest on January 31, 2013.April 9, 2015, 5,000 shares vest on April 9, 2016 and 5,000 shares vest on April 9, 2017.

(5)

Options on 10,0001,250 shares vestedvest on November 5, 2010.September 4, 2013.

(6)

Options on 6,6672,500 shares vest on April 15, 2011, 6,667August 16, 2013, 2,500 shares vest on April 15, 2012August 16, 2014 and 6,6662,500 shares vest on April 15, 2013.August 16, 2015.

(7)

Mr. Chilton’s options were forfeited upon his resignation effective July 5, 2012.

(8)

Mr. Cox’s options were forfeited upon his termination on March 31, 2012.

Fiscal 20102012 Option Exercises

There were no options exercised by NEOs in fiscal 2010.

2012.

Equity Compensation Plan Information

BASi maintains stock option plans that allow for the granting of options to certain key employees and directors of BASi. The following table gives information about equity awards under the stock option plans as of BASi:

Plan Category		Number of Securities to be Issued upon Exercise of Outstanding Options				Weighted Average Exercise Price of Outstanding Options				Number of Securities Remaining Available for Future Issuance under the Equity Compensation Plan (Excluding Securities Reflected in First Column)
Equity compensation plans approved by security holders			680,000			$	2.59				3,000
Equity compensation plans not approved by security holders (1)			25,000			$	4.58				—
Total			705,000			$	2.66				3,000

19

---

(1) Includesthe end of BASi's 2012 fiscal year:

Plan Category		Number of Securities to be Issued upon Exercise of Outstanding Options				Weighted Average Exercise Price of Outstanding Options				Number of Securities Remaining Available for Future Issuance under the Equity Compensation Plan (Excluding Securities Reflected in First Column)
Equity compensation plans approved by security holders			228,500			$	2.33				338,500
Equity compensation plans not approved by security holders(1)			125,000			$	1.38				—
Total			353,500			$	1.99				338,500

(1)

Refers to an option to purchase 125,000 shares at $1.38 granted to Jacqueline M. Lemke on April 9, 2012.

On August 17, 2012, the Company sold 101,500 common shares directly to purchase 25,000 sharesour interim CEO and members of our Board of Directors at $4.58 granted to Michael R. Coxthe closing price on April 1, 2004.  This grant is fully vested and expires after 10 years.

the previous day on the NASDAQ Capital Market of $1.26 per share.

For additional information regarding BASi’s stock option plans, please see Note 89 in the Notes to Consolidated Financial Statements in BASi’s Annual Report on Form 10-K for the fiscal year ended September 30, 2010.
2012.

[Remainder of page intentionally left blank.]

19

20

---

PRINCIPAL SHAREHOLDERS

Common Stock

The following table shows, as of January 25, 2013, the number of common shares owned by our directors, executive officers named in the Summary Compensation Table below, our current directors and executive officers as a group, and beneficial owners known to us to hold more than 5% of our outstanding common shares. As of January 25, 2013, there were 7,656,718 common shares outstanding.

NAME		Shares Owned				Shares Owned Jointly				Shares / Options Owned Beneficially				Total				%
Peter T. Kissinger (1)			427,747				595,910				252,310				1,275,967				16.7
Candice B. Kissinger(1)			250,956				595,910				429,101				1,275,967				16.7
Seth W. Hamot (2)			—				—				837,296				837,296				10.9
John B. Landis, Ph.D. (3)			30,000				—				—				30,000				0.4
Larry S. Boulet (3)			23,750	(4)			—				—				23,750				0.3
David L. Omachinski (3)			22,500	(5)			—				—				22,500				0.3
Jacqueline M. Lemke (3)			21,000				—				—				21,000				0.3
A. Charlene Sullivan, Ph.D. (3)			12,500	(6)			—				—				12,500				0.2
David W. Crabb (3)			11,300				—				—				11,300				0.1
Lori Payne (3)			11,250	(7)			—				—				11,250				0.1
John P. Devine (3)			10,350	(8)			—				—				10,350				0.1
Richard A. Johnson, Ph.D. (3)			10,000				—				—				10,000				0.1
9 Executive Officers and Directors as a group			152,650				—				—				152,650				2.0

* Less than 0.1%

(1) Dr. and Mrs. Kissinger’s shares owned beneficially include the shares owned individually by the other spouse and 1,354 shares jointly owned with their children. The address for the Kissingers is 111 Lorene Place, West Lafayette, Indiana 47906.

(2) Shares owned beneficially include 500,000 shares issuable upon conversion of the Company’s Series A convertible preferred stock and 250,000 shares issuable upon exercise of warrants. The address for Mr. Hamot is 222 Berkeley Street, 17th floor, Boston, Massachusetts, 02116.

(3) Addresses are in care of BASi at 2701 Kent Avenue, West Lafayette, Indiana 47906.

(4) Shares owned include 8,750 exercisable stock options as of January 25, 2013.

(5) Shares owned include 2,500 exercisable stock options as of January 25, 2013

(6) Shares owned include 2,500 exercisable stock options as of January 25, 2013.

(7) Shares owned include 11,250 exercisable stock options as of January 25, 2013.

(8) Shares owned include 10,250 exercisable stock options as of January 25, 2013.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires the Corporation’sCompany’s directors and executive officers and persons who beneficially own more than ten percent of BASi’s Common Shares and any other person subject to section 16(a) with respect to BASi to file with the Securities and Exchange Commission reports showing ownership of and changes in ownership of BASi’s Common Shares and other equity securities. On the basis of information available to us, we believe that all filing requirements were met for fiscal 2010.

2012.

SHAREHOLDER PROPOSALS FOR 20122014 ANNUAL MEETING

Shareholder proposals to be considered for presentation and inclusion in the proxy statement for the 20122014 Annual Meeting of Shareholders must be submitted in writing and received by BASi on or before December 10, 2011.2013. If notice of any other shareholder proposal intended to be presented at the 20122014 Annual Meeting of Shareholders is not received by BASi on or before December 10, 2011,2013, the proxy solicited by the Board of Directors of BASi for use in connection with that meeting may confer authority on the proxies to vote in their discretion on such proposal, without any discussion in the BASi proxy statement for that meeting of either the proposal or how such proxies intend to exercise their voting discretion. The mailing address of the principal offices of BASi is 2701 Kent Avenue, West Lafayette, Indiana 47906.

In addition, any shareholder proposal must be in proper written form. To be in proper written form, a shareholder's proposal must set forth as to each matter such shareholder proposes to bring before the 20122014 Annual Meeting (a) a brief description of the business desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting, (b) the name and record address of such shareholder, (c) the number of common shares of BASi which are owned beneficially or of record by such shareholder, (d) a description of all arrangements or understandings between such shareholder and any other person or persons (including their names) in connection with the proposal of such business by such shareholder and any material interest of such shareholder in such business and (e) a representation that such shareholder intends to appear in person or by proxy at the annual meeting to bring such business before the meeting.

OTHER BUSINESS

As of the date of this proxy statement, the Board of Directors of BASi has no knowledge of any matters to be presented for consideration at the Annual Meeting other than those referred to above. If (a) any matters not within the knowledge of the Board of Directors as of the date of this proxy statement should properly come before the meeting; (b) a person not named herein is nominated at the meeting for election as a director because a nominee named herein is unable to serve or for good cause will not serve; (c) any proposals properly omitted from this proxy statement and the form of proxy should come before the meeting; or (d) any matters should arise incident to the conduct of the meeting, then the proxies will be voted in accordance with the recommendations of the Board of Directors of BASi.

By Order of the Board of Directors,

Anthony S. Chilton, Ph. D.

  

Jacqueline M. Lemke

Interim President and Chief Executive Officer

and Vice President of Finance and Chief Financial Officer

January 28, 2011

21

---

 

Electronic Voting Instructions

You can vote by Internet or telephone!

Available 24 hours a day, 7 days a week!

Instead of mailing your proxy, you may choose one of the two voting methods outlined below to vote your proxy.

VALIDATION DETAILS ARE LOCATED BELOW IN THE TITLE BAR.

Proxies submitted by the Internet or telephone must be received by 1:00 a.m., Central Time, on March 17, 2011.

    Vote by Internet

• Log on to the Internet and go to

www.investorvote.com/BASi2011

• Follow the steps outlined on the secured website.

   Vote by telephone

• Call toll free 1-800-652-VOTE (8683) within the USA,

US territories & Canada any time on a touch tone

telephone. There is NO CHARGE to you for the call.

• Follow the instructions provided by the recorded

message.

2013

Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas.

x

Annual Meeting Proxy Card

IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.

A   Proposals — The Board recommends a vote FORall nominees and FOR Proposal 2.

1. Election of Directors:	For	Withhold
01 - David W. Crabb, M.D.	o	o

	For	Against	Abstain
2. Proposal to ratify Crowe Horwath LLP as the Company’s independent registered public accountants for 2011.	o	o	o

B   Non-Voting Items

Change of Address — Please print your new address below.		Comments — Please print your comments below.		Meeting Attendance
				Mark the box to the right if you plan to attend the Annual Meeting.	o

C   Authorized Signatures — This section must be completed for your vote to be counted. — Date and Sign Below
Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title.
Date (mm/dd/yyyy) — Please print date below.		Signature 1 — Please keep signature within the box.		Signature 2 — Please keep signature within the box.
/    /

---

IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.

Proxy - Bioanalytical Systems Inc.

Notice of 2011 Annual Meeting of Shareholders

Principal Executive Offices of BASi

2701 Kent Avenue, West Lafayette, IN  47906

Proxy Solicited by Board of Directors for Annual Meeting - March 17, 2011 at 10:00 a.m.

Michael R. Cox and Lina Reeves-Kerner, or either of them, each with the power of substitution, are hereby authorized to represent and vote the shares of the undersigned, with all the powers which the undersigned would possess if personally present, at the Annual Meeting of Shareholders of Bioanalytical Systems, Inc. to be held on March 17, 2011 at 10:00 a.m. or at any postponement or adjournment thereof.

Shares represented by this proxy will be voted as directed by the shareholder. If no such directions are indicated, the Proxies will have authority to vote FOR the nominee in Proposal 1 and FOR Proposal 2.

In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the meeting.

(Items to be voted appear on reverse side.)

---