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<p align="CENTER"><b><font size="5">UNITED STATES<br>
SECURITIES AND EXCHANGE COMMISSION<br>
</font>Washington, D.C. 20549</b></p>

<p align="CENTER"><b><font size="5">FORM 8-K</font></b></p>

<p align="CENTER"><b><font size="5">CURRENT REPORT</font><br>
</b>__________________________________________</p>

<p align="CENTER">Pursuant to Section 13 or 15 (d) of<br>
The Securities Exchange Act of 1934</p>

<p align="CENTER"><b>September 5, 2006</b><br>
Date of report (date of earliest event reported)</p>

<p align="CENTER"><b><u><font size="5">
&nbsp;&nbsp;&nbsp;&nbsp;FOREST LABORATORIES,
INC.&nbsp;&nbsp;&nbsp;&nbsp;<br>
</font></u></b> (Exact name of registrant as specified in its
charter)</p>

<center>
<table cellspacing="0" border="0" width="562">
<tr>
<td width="44%" valign="TOP">
<p align="CENTER"><b>Delaware<br>
</b><i>(State or other jurisdiction of<br>
incorporation or organization)</i></p>
</td>
<td width="18%" valign="TOP">
<p align="CENTER"><b>1-5438<br>
</b>(Commission<br>
 File Number)</p>
</td>
<td width="38%" valign="TOP">
<p align="CENTER"><b>11-1798614<br>
</b><i>(I.R.S. Employer<br>
Identification Number)</i></p>
</td>
</tr>

<tr>
<td width="44%" valign="TOP">&nbsp;</td>
<td width="18%" valign="TOP">&nbsp;</td>
<td width="38%" valign="TOP">&nbsp;</td>
</tr>

<tr>
<td width="44%" valign="TOP">
<p align="CENTER"><b>909 Third Avenue<br>
New York, New York<br>
</b> <i>(Address of principal executive offices)</i></p>
</td>
<td width="18%" valign="TOP">
<p>&nbsp;</p>
</td>
<td width="38%" valign="TOP">
<p align="CENTER"><b>10022-4731<br>
</b><i>(Zip code)</i></p>
</td>
</tr>
</table>
</center>

<p align="CENTER"><b>(212) 421-7850<br>
</b><i>(Registrant&rsquo;s telephone number, including area
code)</i> <u><br>
<br>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<br>

</u> <i>(Former name or former address, if changed since last
report)<br>
</i></p>

<p><i>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:</i></p>

<p><font size="3">[&nbsp;]&nbsp;&nbsp;Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)<br>
[&nbsp;]&nbsp;&nbsp;Soliciting material pursuant to Rule 14a-12
under the Exchange Act (17 CFR 240.14a-12)<br>
[&nbsp;]&nbsp;&nbsp;Pre-commencement communications pursuant to
Rule 14d-2(b) under the Exchange Act (17CFR 240.14d-2(b))<br>
[&nbsp;]&nbsp;&nbsp;Pre-commencement communications pursuant to
Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))<i><br>
</i></font></p>

<p align="JUSTIFY">&nbsp;</p>

<p><b>Item 1.01&nbsp;&nbsp;<u>Entry into a Material Definitive
Agreement</u></b></p>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;As
reported below in Item 5.02, on September 5, 2006 Lawrence S.
Olanoff, M.D., Ph.D. was appointed as the new President and Chief
Operating Officer of Forest Laboratories, Inc. (the "Company")
effective October 30, 2006. In connection with such appointment, on
September 5, 2006 the Company entered into an agreement with
Dr.&nbsp;Olanoff that provides for an annual base salary of
$750,000, and eligibility to receive an annual bonus based on
performance (targeted at 40%-50% of annual base salary). In
addition, the agreement provides for a stock option grant as of
October 30, 2006 covering 250,000 shares of the Company&rsquo;s
Common Stock at an exercise price per share equal to the average of
the high and low price of the common stock on October 30, 2006,
with options vesting pursuant to a vesting schedule over a period
of 5 years from the date of grant. The agreement provides for a
three year compensation guarantee, limited to the payment of the
agreed compensation and benefits for the three year period
commencing with the date of Dr. Olanoff&rsquo;s employment, but in
no event less than one year&rsquo;s compensation and benefits, and
also provides for other benefits to be made available to Dr.
Olanoff to the extent generally made available by the Company to
its senior executive officers.</p>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In
addition, as of September 5, 2006 the Company and Dr. Olanoff
entered into a "Change of Control" Employment Agreement which
becomes effective only upon the occurrence of a "change of control"
and continues in effect for a three year period thereafter.
Following a Change in Control, Dr. Olanoff is guaranteed his annual
base salary in effect immediately preceding the Change in Control,
an annual bonus at least equal to the highest bonus paid during the
preceding three years, continued participation in the
Company&rsquo;s benefit plans and fringe benefits of the type
offered to comparable executives prior to the change in control. In
the event Dr. Olanoff&rsquo;s employment is terminated during such
period by the Company without cause or by Dr. Olanoff for good
reason, each as defined in the agreement, the Company will pay Dr.
Olanoff any base salary accrued and unpaid through the date of
termination plus a pro-rated annual bonus through the date of
termination. The Company will also provide him with welfare
benefits of the type offered by the Company to its executives for
three years following the termination and will pay for outplacement
services. In addition, the Company will pay Dr. Olanoff a lump sum
severance payment equal to three times the sum of his highest base
salary plus his highest annual bonus during the preceding three
year period. Dr. Olanoff will also be paid the amount equal to his
actuarial benefit under the Company&rsquo;s retirement plan and any
supplemental retirement plan calculated as if Dr. Olanoff&rsquo;s
employment had continued for three years after the date of
termination. Subject to certain exceptions, a "change of control"
is (i) an acquisition of 20% or more of the Common Stock or voting
securities of the Company by a person or group not acquiring their
shares directly from the Company, (ii) a change in the majority of
the current Board of Directors or their designated successors not
consented to by such current Board of Directors or designated
successors, and (iii) a liquidation or dissolution of the Company
or merger, consolidation or sale of all or substantially all of the
Company&rsquo;s assets which involves a greater than 50% change in
the stockholders of the Company or the replacement of a majority of
the current Board of Directors or their designated successors.</p>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;These
agreements will be filed as exhibits to the Company&rsquo;s
Quarterly Report on Form 10-Q for the quarter ending September 30,
2006.</p>

<p><b>Item 5.02&nbsp;&nbsp;Departure of Directors or Principal
Officers; Election<br>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<u>
of Directors, Appointment of Principal
Officers</u>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</b></p>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;On
September 5, 2006, at a joint meeting of the Company&rsquo;s Board
of Directors and Compensation Committee, the Board approved the
appointment of Lawrence S. Olanoff, M.D., Ph.D. (age 54) as the
Company&rsquo;s President and Chief Operating Officer effective
October 30, 2006 and the Committee approved the terms of Dr.
Olanoff&rsquo;s employment arrangements, described above under Item
1.01. Dr. Olanoff is returning to take on this position at the
Company after his departure in July 2005 to become the Chief
Executive Officer of Celsion, Inc. For the ten years preceding his
departure from the Company, Dr. Olanoff had served as the Executive
Vice President- Scientific Affairs and the Chief Scientific Officer
of the Company. A press release with respect to Dr. Olanoff&rsquo;s
appointment is attached hereto as Exhibit 99 and is incorporated by
reference herein.</p>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Board
of Directors also increased the number of members constituting the
Board from seven to eight and appointed Dr. Olanoff to serve as a
Director commencing with the effective date of his employment.</p>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Dr.
Olanoff will succeed Kenneth E. Goodman, who notified the Company
of his retirement and resignation as President and Chief Operating
Officer on September 5, 2006 with an effective date of October 30,
2006. Following the effective date of his resignation, Mr. Goodman
will continue to be employed by the Company at his current
compensation until December 31, 2006 and will assist Dr. Olanoff in
the transition to his duties as President and Chief Operating
Officer. Mr. Goodman will also continue to serve as a Director of
the Corporation.</p>

<p><b>Item 9.01&nbsp;&nbsp;<u>Financial Statements and
Exhibits</u></b></p>

<p>Exhibit 99.&nbsp;Press release of Forest Laboratories, Inc.
dated September 7, 2006.</p>

<p>&nbsp;</p>

<p>&nbsp;</p>

<p align="CENTER"><font face="Courier"><a name="Quick_Links">
</a></font></p>

<p align="CENTER"><a name="STATEMENTS_OF_INCOME"></a>
SIGNATURES</p>

<p align="JUSTIFY">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 thereunto duly
authorized.</p>

<p align="JUSTIFY">Date: September 7, 2006</p>

<p align="JUSTIFY"><br>
<br>
</p>

<blockquote>
<div style="margin-left: 10em">
<p><u>Forest Laboratories, Inc.</u><br>
(Registrant)</p>

<p align="JUSTIFY"><br>
</p>

<p><u>/s/ Howard
Solomon&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<br>

</u> Howard Solomon<br>
Chairman of the Board,<br>
Chief Executive Officer<br>
and Director</p>
</div>
</blockquote>

<p><a name="STATEMENTS_OF_COMPREHENSIVE_INCOME"></a></p>

<p><i>&nbsp;</i></p>

 <font face="Courier"></font>
<p align="RIGHT"><font face="Courier">&nbsp;</font></p>
</body>
</html>
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
__________________________________________
Pursuant to Section 13 or 15 (d) of
The Securities Exchange Act of 1934
September 5, 2006
Date of report (date of earliest event reported)
FOREST LABORATORIES,
INC.
(Exact name of registrant as specified in its
charter)
Delaware
(State or other jurisdiction of
incorporation or organization)
1-5438
(Commission
File Number)
11-1798614
(I.R.S. Employer
Identification Number)
909 Third Avenue
New York, New York
(Address of principal executive offices)
10022-4731
(Zip code)
(212) 421-7850
(Registrant's telephone number, including area
code)
(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:
[ ]  Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ]  Soliciting material pursuant to Rule 14a-12
under the Exchange Act (17 CFR 240.14a-12)
[ ]  Pre-commencement communications pursuant to
Rule 14d-2(b) under the Exchange Act (17CFR 240.14d-2(b))
[ ]  Pre-commencement communications pursuant to
Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01
Entry into a Material Definitive
Agreement
As
reported below in Item 5.02, on September 5, 2006 Lawrence S.
Olanoff, M.D., Ph.D. was appointed as the new President and Chief
Operating Officer of Forest Laboratories, Inc. (the "Company")
effective October 30, 2006. In connection with such appointment, on
September 5, 2006 the Company entered into an agreement with
Dr. Olanoff that provides for an annual base salary of
$750,000, and eligibility to receive an annual bonus based on
performance (targeted at 40%-50% of annual base salary). In
addition, the agreement provides for a stock option grant as of
October 30, 2006 covering 250,000 shares of the Company's
Common Stock at an exercise price per share equal to the average of
the high and low price of the common stock on October 30, 2006,
with options vesting pursuant to a vesting schedule over a period
of 5 years from the date of grant. The agreement provides for a
three year compensation guarantee, limited to the payment of the
agreed compensation and benefits for the three year period
commencing with the date of Dr. Olanoff's employment, but in
no event less than one year's compensation and benefits, and
also provides for other benefits to be made available to Dr.
Olanoff to the extent generally made available by the Company to
its senior executive officers.
In
addition, as of September 5, 2006 the Company and Dr. Olanoff
entered into a "Change of Control" Employment Agreement which
becomes effective only upon the occurrence of a "change of control"
and continues in effect for a three year period thereafter.
Following a Change in Control, Dr. Olanoff is guaranteed his annual
base salary in effect immediately preceding the Change in Control,
an annual bonus at least equal to the highest bonus paid during the
preceding three years, continued participation in the
Company's benefit plans and fringe benefits of the type
offered to comparable executives prior to the change in control. In
the event Dr. Olanoff's employment is terminated during such
period by the Company without cause or by Dr. Olanoff for good
reason, each as defined in the agreement, the Company will pay Dr.
Olanoff any base salary accrued and unpaid through the date of
termination plus a pro-rated annual bonus through the date of
termination. The Company will also provide him with welfare
benefits of the type offered by the Company to its executives for
three years following the termination and will pay for outplacement
services. In addition, the Company will pay Dr. Olanoff a lump sum
severance payment equal to three times the sum of his highest base
salary plus his highest annual bonus during the preceding three
year period. Dr. Olanoff will also be paid the amount equal to his
actuarial benefit under the Company's retirement plan and any
supplemental retirement plan calculated as if Dr. Olanoff's
employment had continued for three years after the date of
termination. Subject to certain exceptions, a "change of control"
is (i) an acquisition of 20% or more of the Common Stock or voting
securities of the Company by a person or group not acquiring their
shares directly from the Company, (ii) a change in the majority of
the current Board of Directors or their designated successors not
consented to by such current Board of Directors or designated
successors, and (iii) a liquidation or dissolution of the Company
or merger, consolidation or sale of all or substantially all of the
Company's assets which involves a greater than 50% change in
the stockholders of the Company or the replacement of a majority of
the current Board of Directors or their designated successors.
These
agreements will be filed as exhibits to the Company's
Quarterly Report on Form 10-Q for the quarter ending September 30,
2006.
Item 5.02  Departure of Directors or Principal
Officers; Election
of Directors, Appointment of Principal
Officers
On
September 5, 2006, at a joint meeting of the Company's Board
of Directors and Compensation Committee, the Board approved the
appointment of Lawrence S. Olanoff, M.D., Ph.D. (age 54) as the
Company's President and Chief Operating Officer effective
October 30, 2006 and the Committee approved the terms of Dr.
Olanoff's employment arrangements, described above under Item
1.01. Dr. Olanoff is returning to take on this position at the
Company after his departure in July 2005 to become the Chief
Executive Officer of Celsion, Inc. For the ten years preceding his
departure from the Company, Dr. Olanoff had served as the Executive
Vice President- Scientific Affairs and the Chief Scientific Officer
of the Company. A press release with respect to Dr. Olanoff's
appointment is attached hereto as Exhibit 99 and is incorporated by
reference herein.
The Board
of Directors also increased the number of members constituting the
Board from seven to eight and appointed Dr. Olanoff to serve as a
Director commencing with the effective date of his employment.
Dr.
Olanoff will succeed Kenneth E. Goodman, who notified the Company
of his retirement and resignation as President and Chief Operating
Officer on September 5, 2006 with an effective date of October 30,
2006. Following the effective date of his resignation, Mr. Goodman
will continue to be employed by the Company at his current
compensation until December 31, 2006 and will assist Dr. Olanoff in
the transition to his duties as President and Chief Operating
Officer. Mr. Goodman will also continue to serve as a Director of
the Corporation.
Item 9.01
Financial Statements and
Exhibits
Exhibit 99. Press release of Forest Laboratories, Inc.
dated September 7, 2006.
SIGNATURES
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 thereunto duly
authorized.
Date: September 7, 2006
Forest Laboratories, Inc.
(Registrant)
/s/ Howard
Solomon
Howard Solomon
Chairman of the Board,
Chief Executive Officer
and Director