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

    Date of Report (Date of earliest event reported):  May 28, 1997


                        COPLEY PHARMACEUTICAL, INC.
          (Exact name of registrant as specified in its charter)


                                 Delaware
      (State or other jurisdiction of incorporation or organization) 




           0-20126                               04-2514637
  (Commission File Number)           (IRS Employer Identification No.)



          25 John Road
     Canton, Massachusetts                          02021
(Address of principal executive offices)          (Zip Code)

 
                        (617) 821-6111
       (Registrant's telephone number, including area code)




<PAGE 2>

ITEM 5.     OTHER EVENTS

The Board of Copley Pharmaceutical, Inc. (NASDAQ:CPLY) announced today 
that it has voted to enter into a plea agreement covering all issues 
investigated by the Massachusetts U.S. Attorney during a nearly three-
year-long review.  The plea agreement covers criminal violations arising 
out of changes that Copley made prior to July, 1994 in the manufacturing 
processes of four drugs regulated by the Food and Drug Administration.  
A federal judge in Boston will be asked to accept the plea.

"We sincerely regret that any regulatory violations occurred.  The 
safety and efficacy of the products cited by the U.S. Attorney are not 
at issue.  All these products met all their final release specifications 
and consumers can continue to use our products with confidence," said 
Kenneth N. Larsen, Copley's Chairman of the Board.

The Company also announced that it has entered into an agreement with 
the FDA providing for an independent audit of 20 of Copley's approved 
Abbreviated New Drug Applications (ANDAs).  Copley is cooperating fully 
with the FDA.  The FDA has agreed that during this audit it will 
continue to review Copley's pending ANDAs, accept new ANDAs from the 
Company, and, where appropriate, approve Copley ANDAs.

In the plea agreement with the U.S. Attorney, Copley agreed that batch 
records for two drugs: Brompheril tablets, an over-the-counter cough and 
cold product, and potassium chloride tablets, which are used for 
electrolytic, caloric, and water balance--were incorrect.  The Company 
also agreed that it failed to note, in reports filed annually with the 
FDA, production changes in Brompheril and potassium chloride as well as 
in two other drugs: hydrocortisone acetate/pramoxine topical aerosol, a 
treatment for hemorrhoids, and procainamide HCl 500 mg. tablets, an 
anti-arrhythmia agent.  

Mr. Larsen added, "It is important to note that the violations to which 
Copley has agreed to plead guilty are not comparable to actions in 
earlier cases that received significant fines.  In addition to there 
being no health issues, the drugs Copley sold were exactly what they 
were represented to be.  There were no unauthorized ingredients, no 
reworking of failed batches, and no finished product quality issues."

This is the first corporate fine in a food and drug case imposed under 
new, stricter federal sentencing guidelines that call for higher 
penalties than prevailed in the past.  Commenting on the $10.65 million 
fine recommended by the U.S. Attorney, Larsen said,  "We do not expect 
the fine to affect operations or our ability to produce quality 
products.  We are very disappointed, however, by the size of the fine.  
The principal point on which we and the U.S. Attorney agree is the 
desirability of resolving this investigation."

Copley has established a toll-free number, 1.800.218.5749, for 
healthcare professionals and consumers who may have questions about the 
agreement. 

"We have full confidence in our people, our products, and our 
manufacturing ability.  The agreement with the U.S. Attorney allows us 
to devote our attention to our core business and our customers," Larsen 
concluded.

The Company is revising its reserve for product-recall and litigation 
expenses.  The impact of this adjustment will be an after-tax charge to 
earnings of $2 million or $0.10 per share, and will be taken in the 
current quarter.  The fine will be paid in three installments over a 
period of two years.

We are glad that this lengthy investigation has ended. We sincerely regret the
reporting and batch-record violations for which we are responsible. We also 
apologize for any inconvenience that this matter has meant to our customers.

As we have maintained throughout, the charges brought by the U.S. Attorney's 
office involve no harm or injury to any patients. All of these issues covered 
in the plea agreement ended by July, 1994, prior to the start of the U.S. 
Attorney's investigation. Copley intends to cooperate fully with the FDA in 
the independent audit and to restore as quickly as possible the excellent 
relationship we have always enjoyed with that agency.

We feel the size of the fine leveled by the U.S. Attorney does not reflect the 
nature of Copley's violations. The fine's size is a reflection of new, 
stricter federal sentencing guidelines applicable to corporate conduct 
occurring after November 1, 1991.

While the investigation of individuals continues, we have confidence in the 
integrity and honesty of Copley's current and former management. We are a 
company whose primary concern is the welfare of patients and the integrity of 
our products. We will continue to play a significant role in healthcare cost-
containment by producing quality generic pharmaceuticals, we thank our 
customers and employees for their ongoing support. 

Copley, a Canton, Massachusetts-based company founded in 1972, currently 
employs approximately 450 people in Research and Development, Quality 
Assurance, Quality Control, Engineering, Production, Regulatory Affairs, 
Sales and Marketing and International Registration.  Copley is a leading 
manufacturer and marketer of a broad range of multi-source prescription 
and over-the-counter pharmaceuticals.  The firm markets its products to 
distributors, retail chains, wholesalers, hospitals, government 
agencies, and managed care companies. 

Forward-looking statements (statements that are not historical fact) are 
made pursuant to the safe harbor provisions of the Private Securities 
Litigation Reform Act of 1995.  Investors are cautioned that all 
forward-looking statements involve risks and uncertainties, including 
those risks and uncertainties detailed in the Company's filings with the 
Securities and Exchange Commission, copies of which are available from 
the Company.


ITEM 7.     EXHIBITS

	      10.1     Plea Agreement dated May 27, 1997.

            10.2     Criminal Information.

            10.3     Agreement between the Company and the Food and Drug 
                     Administration.   








<PAGE 3>

                                    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 hereunto duly authorized.

                                                                    
May 30, 1997                                               

COPLEY PHARMACEUTICAL, INC.

   /s/ Ken E. Starkweather   
 ______________________________
       Ken E. Starkweather 
     Vice President - Finance
    Principal Financial Officer
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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

    Date of Report (Date of earliest event reported):  May 28, 1997

                        COPLEY PHARMACEUTICAL, INC.
          (Exact name of registrant as specified in its charter)

                                 Delaware
      (State or other jurisdiction of incorporation or organization) 

           0-20126                               04-2514637
  (Commission File Number)           (IRS Employer Identification No.)

          25 John Road
     Canton, Massachusetts                          02021
(Address of principal executive offices)          (Zip Code)

 
                        (617) 821-6111
       (Registrant's telephone number, including area code)
ITEM 5.     OTHER EVENTS

The Board of Copley Pharmaceutical, Inc. (NASDAQ:CPLY) announced today 
that it has voted to enter into a plea agreement covering all issues 
investigated by the Massachusetts U.S. Attorney during a nearly three-
year-long review.  The plea agreement covers criminal violations arising 
out of changes that Copley made prior to July, 1994 in the manufacturing 
processes of four drugs regulated by the Food and Drug Administration.  
A federal judge in Boston will be asked to accept the plea.

"We sincerely regret that any regulatory violations occurred.  The 
safety and efficacy of the products cited by the U.S. Attorney are not 
at issue.  All these products met all their final release specifications 
and consumers can continue to use our products with confidence," said 
Kenneth N. Larsen, Copley's Chairman of the Board.

The Company also announced that it has entered into an agreement with 
the FDA providing for an independent audit of 20 of Copley's approved 
Abbreviated New Drug Applications (ANDAs).  Copley is cooperating fully 
with the FDA.  The FDA has agreed that during this audit it will 
continue to review Copley's pending ANDAs, accept new ANDAs from the 
Company, and, where appropriate, approve Copley ANDAs.

In the plea agreement with the U.S. Attorney, Copley agreed that batch 
records for two drugs: Brompheril tablets, an over-the-counter cough and 
cold product, and potassium chloride tablets, which are used for 
electrolytic, caloric, and water balance--were incorrect.  The Company 
also agreed that it failed to note, in reports filed annually with the 
FDA, production changes in Brompheril and potassium chloride as well as 
in two other drugs: hydrocortisone acetate/pramoxine topical aerosol, a 
treatment for hemorrhoids, and procainamide HCl 500 mg. tablets, an 
anti-arrhythmia agent.  

Mr. Larsen added, "It is important to note that the violations to which 
Copley has agreed to plead guilty are not comparable to actions in 
earlier cases that received significant fines.  In addition to there 
being no health issues, the drugs Copley sold were exactly what they 
were represented to be.  There were no unauthorized ingredients, no 
reworking of failed batches, and no finished product quality issues."

This is the first corporate fine in a food and drug case imposed under 
new, stricter federal sentencing guidelines that call for higher 
penalties than prevailed in the past.  Commenting on the $10.65 million 
fine recommended by the U.S. Attorney, Larsen said,  "We do not expect 
the fine to affect operations or our ability to produce quality 
products.  We are very disappointed, however, by the size of the fine.  
The principal point on which we and the U.S. Attorney agree is the 
desirability of resolving this investigation."

Copley has established a toll-free number, 1.800.218.5749, for 
healthcare professionals and consumers who may have questions about the 
agreement. 

"We have full confidence in our people, our products, and our 
manufacturing ability.  The agreement with the U.S. Attorney allows us 
to devote our attention to our core business and our customers," Larsen 
concluded.

The Company is revising its reserve for product-recall and litigation 
expenses.  The impact of this adjustment will be an after-tax charge to 
earnings of $2 million or $0.10 per share, and will be taken in the 
current quarter.  The fine will be paid in three installments over a 
period of two years.

We are glad that this lengthy investigation has ended. We sincerely regret the
reporting and batch-record violations for which we are responsible. We also 
apologize for any inconvenience that this matter has meant to our customers.

As we have maintained throughout, the charges brought by the U.S. Attorney's 
office involve no harm or injury to any patients. All of these issues covered 
in the plea agreement ended by July, 1994, prior to the start of the U.S. 
Attorney's investigation. Copley intends to cooperate fully with the FDA in 
the independent audit and to restore as quickly as possible the excellent 
relationship we have always enjoyed with that agency.

We feel the size of the fine leveled by the U.S. Attorney does not reflect the 
nature of Copley's violations. The fine's size is a reflection of new, 
stricter federal sentencing guidelines applicable to corporate conduct 
occurring after November 1, 1991.

While the investigation of individuals continues, we have confidence in the 
integrity and honesty of Copley's current and former management. We are a 
company whose primary concern is the welfare of patients and the integrity of 
our products. We will continue to play a significant role in healthcare cost-
containment by producing quality generic pharmaceuticals, we thank our 
customers and employees for their ongoing support. 

Copley, a Canton, Massachusetts-based company founded in 1972, currently 
employs approximately 450 people in Research and Development, Quality 
Assurance, Quality Control, Engineering, Production, Regulatory Affairs, 
Sales and Marketing and International Registration.  Copley is a leading 
manufacturer and marketer of a broad range of multi-source prescription 
and over-the-counter pharmaceuticals.  The firm markets its products to 
distributors, retail chains, wholesalers, hospitals, government 
agencies, and managed care companies. 

Forward-looking statements (statements that are not historical fact) are 
made pursuant to the safe harbor provisions of the Private Securities 
Litigation Reform Act of 1995.  Investors are cautioned that all 
forward-looking statements involve risks and uncertainties, including 
those risks and uncertainties detailed in the Company's filings with the 
Securities and Exchange Commission, copies of which are available from 
the Company.

ITEM 7.     EXHIBITS

	      10.1     Plea Agreement dated May 27, 1997.

            10.2     Criminal Information.

            10.3     Agreement between the Company and the Food and Drug 
                     Administration.
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 hereunto duly authorized.

                                                                    
May 30, 1997                                               

COPLEY PHARMACEUTICAL, INC.

   /s/ Ken E. Starkweather   
 ______________________________
       Ken E. Starkweather 
     Vice President - Finance
    Principal Financial Officer