UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 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) August 18, 2005

                           HI-TECH PHARMACAL CO., INC.
--------------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)

                                    Delaware
--------------------------------------------------------------------------------
                 (State or Other Jurisdiction of Incorporation)

             No. 0-20424                                11-2638720
--------------------------------------------------------------------------------
       (Commission File Number)                (IRS Employer Identification No.)

   369 Bayview Avenue, Amityville, New York               11701
--------------------------------------------------------------------------------
   (Address of Principal Executive Offices)            (Zip Code)

                                 (631) 789-8228
              (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 (see General Instruction A.2. below):

|_|   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 (17 CFR 240.14d-2(b))

|_|   Pre-commencement communications pursuant to Rule 13e-4(c) under the
      Exchange Act (17 CFR 240.13e-4(c))
<PAGE>

Item 1.01. Entry into a Material Definitive Agreement.

      On August 18, 2005,  Hi-Tech  Pharmacal Co., Inc. (the "Company")  entered
into an employment agreement with William J. Peters pursuant to which Mr. Peters
is to serve as Vice President and Chief Financial  Officer,  effective August 1,
2005 through July 31,  2007.  Mr.  Peters is to receive an annual base salary of
$210,000  for the period  August 1, 2005  through July 31, 2006 and $220,500 for
the period  August 1, 2006 through July 31,  2007.  Mr.  Peters may also receive
bonuses for meeting certain targets set by the Company's compensation committee.
Mr. Peters received  options to purchase  25,000 shares of the Company's  common
stock upon the  execution  of the  employment  agreement  by Mr.  Peters and the
Company. The employment agreement provides that in the event of a termination of
Mr.  Peters'  employment by the Company  without cause or by Mr. Peters for Good
Reason (as that term is defined in the  employment  agreement),  Mr. Peters will
receive severance equal to the sum of (i) his salary for the greater of 6 months
or the  balance of the term of the  employment  agreement  and (ii) the pro rata
portion of his bonus for the prior year.  In the event of a change in control of
the Company, the Company will pay or cause its successor to pay to Mr. Peters an
amount equal to 1.5 times the sum of his annual salary plus his annual bonus for
the year immediately  preceding the change in control.  The employment agreement
contains standard  confidentiality  provisions and  indemnification  provisions.
Section 16. Section 17.
<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. Section 21.

Date:   August 23, 2005             HI-TECH PHARMACAL CO., INC.


                                    /s/ David S. Seltzer
                                    --------------------------------------------
                                    Name:  David S. Seltzer
                                    Title: President and Chief Executive Officer
{"company-data": {"conformed-name": "HI TECH PHARMACAL CO INC", "cik": "0000887497", "assigned-sic": "2834", "irs-number": "112638720", "state-of-incorporation": "NY", "fiscal-year-end": "0430"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-20424", "film-number": "051044313"}, "business-address": {"street1": "369 BAYVIEW AVENUE", "city": "AMITYVILLE", "state": "NY", "zip": "11701", "phone": "5167898228"}, "mail-address": {"street1": "369 BAYVIEW AVE.", "city": "AMITYVILLE", "state": "NY", "zip": "11701"}}
UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 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) August 18, 2005

                           HI-TECH PHARMACAL CO., INC.
--------------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)

                                    Delaware
--------------------------------------------------------------------------------
                 (State or Other Jurisdiction of Incorporation)

             No. 0-20424                                11-2638720
--------------------------------------------------------------------------------
       (Commission File Number)                (IRS Employer Identification No.)

   369 Bayview Avenue, Amityville, New York               11701
--------------------------------------------------------------------------------
   (Address of Principal Executive Offices)            (Zip Code)

                                 (631) 789-8228
              (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 (see General Instruction A.2. below):

|_|   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 (17 CFR 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.

      On August 18, 2005,  Hi-Tech  Pharmacal Co., Inc. (the "Company")  entered
into an employment agreement with William J. Peters pursuant to which Mr. Peters
is to serve as Vice President and Chief Financial  Officer,  effective August 1,
2005 through July 31,  2007.  Mr.  Peters is to receive an annual base salary of
$210,000  for the period  August 1, 2005  through July 31, 2006 and $220,500 for
the period  August 1, 2006 through July 31,  2007.  Mr.  Peters may also receive
bonuses for meeting certain targets set by the Company's compensation committee.
Mr. Peters received  options to purchase  25,000 shares of the Company's  common
stock upon the  execution  of the  employment  agreement  by Mr.  Peters and the
Company. The employment agreement provides that in the event of a termination of
Mr.  Peters'  employment by the Company  without cause or by Mr. Peters for Good
Reason (as that term is defined in the  employment  agreement),  Mr. Peters will
receive severance equal to the sum of (i) his salary for the greater of 6 months
or the  balance of the term of the  employment  agreement  and (ii) the pro rata
portion of his bonus for the prior year.  In the event of a change in control of
the Company, the Company will pay or cause its successor to pay to Mr. Peters an
amount equal to 1.5 times the sum of his annual salary plus his annual bonus for
the year immediately  preceding the change in control.  The employment agreement
contains standard  confidentiality  provisions and  indemnification  provisions.
Section 16. Section 17.
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. Section 21.

Date:   August 23, 2005             HI-TECH PHARMACAL CO., INC.

                                    /s/ David S. Seltzer
                                    --------------------------------------------
                                    Name:  David S. Seltzer
                                    Title: President and Chief Executive Officer