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): November 19, 1998


                           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)


                                 (781) 821-6111
              (Registrant's telephone number, including area code)



<PAGE>

Item 4.           Changes in Registrant's Certifying Accountant.

KPMG Peat Marwick LLP ("KPMG") was  previously  the  principal  accountants  for
Copley  Pharmaceutical,  Inc.(the "Company").  On November 19, 1998, that firm's
appointment as principal  accountants was terminated and  PricewaterhouseCoopers
LLP was engaged as principal accountants. The decision to change accountants was
approved by the Board of Directors.  On October 20, 1998,  the Company  informed
KPMG that the Board of Directors, at its October 28, 1998 meeting, would discuss
a possible  change of  principal  accountants  and review  previously  solicited
competing bids from certain other  independent  accounting  firms  regarding the
audit for the year ending December 31, 1998.

In  connection  with the audits of the two fiscal years ended  December 31, 1997
and the  subsequent  interim  period  through  November 19, 1998,  there were no
disagreements  with KPMG on any matter of  accounting  principles  or practices,
financial  statement  disclosure,   or  auditing  scope  or  procedures,   which
disagreements  if not resolved to their  satisfaction  would have caused them to
make  reference in connection  with their  opinion to the subject  matter of the
disagreement.

In  connection  with  KPMG's  engagement  to  review  the  Company's   quarterly
consolidated  financial  statements  as of and for the three month  period ended
September 30, 1998, KPMG reported the  preliminary  results of its review orally
to the Company,  about which there was no  disagreement.  In connection with the
Company's  consideration of changing  auditors,  the Company then requested that
KPMG not  complete  its review of the  September  30, 1998 Form 10-Q to be filed
with the Securities and Exchange Commission.  Consequently,  KPMG did not review
the  September  30,  1998 Form  10-Q  filed  with the  Securities  and  Exchange
Commission.

On October 28, 1998,  based on information  then available to KPMG as of October
5, 1998,  KPMG  informed the Company's  Board of Directors  that the pace of the
Company's  project to resolve its Year 2000  computer  issues,  and the progress
made to date,  raised doubts about the  Company's  ability to resolve those Year
2000 issues on a timely  basis.  Also on October 28,  1998,  KPMG  informed  the
Company's senior  management and its Board of Directors that generally  accepted
auditing  standards  required KPMG to consider  relevant  conditions and events,
including those caused by Year 2000 issues,  in evaluating  whether  substantial
doubt existed regarding the Company's ability to continue as a going concern for
a  reasonable  period of time and the related  effect,  if any, on KPMG's  audit
report on the Company's 1998 consolidated  financial  statements.  Due to KPMG's
dismissal as the Company's  principal  accountants,  KPMG was unable to complete
that  evaluation.  In connection  with its engagement of  PricewaterhouseCoopers
LLP,  the Company has apprised  PricewaterhouseCoopers  LLP of the status of its
Year 2000 compliance program.

The  audit  reports  of KPMG  Peat  Marwick  LLP on the  consolidated  financial
statements of Copley  Pharmaceutical,  Inc. and  subsidiaries  as of and for the
years ended December 31, 1997 and 1996,  did not contain any adverse  opinion or
disclaimer of opinion,  nor were they  qualified or modified as to  uncertainty,
audit scope or  accounting  principles.  A letter from KPMG Peat  Marwick LLP is
attached as Exhibit 16.1.
<PAGE>

Item 7.           Financial Statements and Exhibits.

(c)       Exhibits

  Exhibit No.                                Exhibit

        16.1          Letter re change in certifying accountant



<PAGE>


                                   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.

                                  COPLEY PHARMACEUTICAL, INC.

November 24, 1998                 /s/ Daniel M. P. Caron
-----------------                 ----------------------                      
Date                              Daniel M. P. Caron
                                  Vice President Finance, Chief Financial
                                  Officer and Treasurer
                                  (Principal Financial Officer)
[{"type": "8-K", "sequence": "1", "description": "CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT.", "secsgml_size_bytes": 5477}]
{"company-data": {"conformed-name": "COPLEY PHARMACEUTICAL INC", "cik": "0000829987", "assigned-sic": "2834", "irs-number": "042514637", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-20126", "film-number": "98758659"}, "business-address": {"street1": "25 JOHN RD ST 13TH FL", "city": "CANTON", "state": "MA", "zip": "02021", "phone": "7818216111"}, "mail-address": {"street1": "25 JOHN ROAD", "city": "CANTON", "state": "MA", "zip": "02021"}}
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): November 19, 1998

                           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)

                                 (781) 821-6111
              (Registrant's telephone number, including area code)
Item 4.           Changes in Registrant's Certifying Accountant.

KPMG Peat Marwick LLP ("KPMG") was  previously  the  principal  accountants  for
Copley  Pharmaceutical,  Inc.(the "Company").  On November 19, 1998, that firm's
appointment as principal  accountants was terminated and  PricewaterhouseCoopers
LLP was engaged as principal accountants. The decision to change accountants was
approved by the Board of Directors.  On October 20, 1998,  the Company  informed
KPMG that the Board of Directors, at its October 28, 1998 meeting, would discuss
a possible  change of  principal  accountants  and review  previously  solicited
competing bids from certain other  independent  accounting  firms  regarding the
audit for the year ending December 31, 1998.

In  connection  with the audits of the two fiscal years ended  December 31, 1997
and the  subsequent  interim  period  through  November 19, 1998,  there were no
disagreements  with KPMG on any matter of  accounting  principles  or practices,
financial  statement  disclosure,   or  auditing  scope  or  procedures,   which
disagreements  if not resolved to their  satisfaction  would have caused them to
make  reference in connection  with their  opinion to the subject  matter of the
disagreement.

In  connection  with  KPMG's  engagement  to  review  the  Company's   quarterly
consolidated  financial  statements  as of and for the three month  period ended
September 30, 1998, KPMG reported the  preliminary  results of its review orally
to the Company,  about which there was no  disagreement.  In connection with the
Company's  consideration of changing  auditors,  the Company then requested that
KPMG not  complete  its review of the  September  30, 1998 Form 10-Q to be filed
with the Securities and Exchange Commission.  Consequently,  KPMG did not review
the  September  30,  1998 Form  10-Q  filed  with the  Securities  and  Exchange
Commission.

On October 28, 1998,  based on information  then available to KPMG as of October
5, 1998,  KPMG  informed the Company's  Board of Directors  that the pace of the
Company's  project to resolve its Year 2000  computer  issues,  and the progress
made to date,  raised doubts about the  Company's  ability to resolve those Year
2000 issues on a timely  basis.  Also on October 28,  1998,  KPMG  informed  the
Company's senior  management and its Board of Directors that generally  accepted
auditing  standards  required KPMG to consider  relevant  conditions and events,
including those caused by Year 2000 issues,  in evaluating  whether  substantial
doubt existed regarding the Company's ability to continue as a going concern for
a  reasonable  period of time and the related  effect,  if any, on KPMG's  audit
report on the Company's 1998 consolidated  financial  statements.  Due to KPMG's
dismissal as the Company's  principal  accountants,  KPMG was unable to complete
that  evaluation.  In connection  with its engagement of  PricewaterhouseCoopers
LLP,  the Company has apprised  PricewaterhouseCoopers  LLP of the status of its
Year 2000 compliance program.

The  audit  reports  of KPMG  Peat  Marwick  LLP on the  consolidated  financial
statements of Copley  Pharmaceutical,  Inc. and  subsidiaries  as of and for the
years ended December 31, 1997 and 1996,  did not contain any adverse  opinion or
disclaimer of opinion,  nor were they  qualified or modified as to  uncertainty,
audit scope or  accounting  principles.  A letter from KPMG Peat  Marwick LLP is
attached as Exhibit 16.1.
Item 7.           Financial Statements and Exhibits.

(c)       Exhibits

  Exhibit No.                                Exhibit

        16.1          Letter re change in certifying accountant
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.

                                  COPLEY PHARMACEUTICAL, INC.

November 24, 1998                 /s/ Daniel M. P. Caron
-----------------                 ----------------------                      
Date                              Daniel M. P. Caron
                                  Vice President Finance, Chief Financial
                                  Officer and Treasurer
                                  (Principal Financial Officer)