<PAGE>

    As filed with the Securities and Exchange Commission on December 20, 2002
                                                      Registration No. 333-_____

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                             BARR LABORATORIES, INC.
             (Exact Name of Registrant as Specified in Its Charter)


    NEW YORK                                                   22-1927534
 (State or Other                                             (I.R.S. Employer
 Jurisdiction of                                             Identification No.)
Incorporation or       TWO QUAKER ROAD, P.O. BOX 2900
  Organization)            POMONA, NY 10970-0519
           (Address of Principal Executive Offices Including Zip Code)


    BARR LABORATORIES, INC. 2002 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
                            (Full Title of the Plan)
                              FREDERICK J. KILLION
                    SENIOR VICE PRESIDENT AND GENERAL COUNSEL
                             BARR LABORATORIES, INC.
                         TWO QUAKER ROAD, P.O. BOX 2900
                              POMONA, NY 10970-0519
                                 (845) 362-1100
 (Name, address, including zip code, and telephone number, including area code,
                             of agent for service)

                                 With a copy to:

                               JOHN F. OLSON, ESQ.
                           GIBSON, DUNN & CRUTCHER LLP
                          1050 CONNECTICUT AVENUE, N.W.
                             WASHINGTON, D.C. 20036

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
                                                        PROPOSED MAXIMUM         PROPOSED MAXIMUM
    TITLE OF SECURITIES           AMOUNT TO BE           OFFERING PRICE              AGGREGATE               AMOUNT OF
     TO BE REGISTERED              REGISTERED             PER SHARE(1)           OFFERING PRICE(1)        REGISTRATION FEE
     ----------------              ----------             ------------           -----------------        ----------------
<S>                              <C>                    <C>                      <C>                      <C>
  COMMON STOCK, $0.01 PAR
     VALUE PER SHARE             300,000 SHARES               $62.765                $18,829,500              $1,732.31
</TABLE>

(1)      Estimated solely for the purpose of calculating the registration fee.
         The registration fee has been calculated in accordance with Rule 457(h)
         and 457(c) under the Securities Act of 1933 on the basis of the average
         of the high and low prices of Barr Laboratories, Inc. common stock on
         the New York Stock Exchange on December 18, 2002, which was $62.765.


<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

         The documents containing the information specified in Part 1 of Form
S-8 (plan information and registrant information and employee plan annual
information) will be sent or given to employees as specified by Securities and
Exchange Commission Rule 428(b)(1). Such documents need not be filed with the
Securities and Exchange Commission either as part of this Registration Statement
or as prospectuses or prospectus supplements pursuant to Rule 424. These
documents and the documents incorporated by reference in this Registration
Statement pursuant to Item 3 of Form S-8 (Part II hereof), taken together,
constitute a prospectus (the "Prospectus") that meets the requirements of
Section 10(a) of the Securities Act of 1933 (the "Act").

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents previously filed with the Securities and
Exchange Commission (the "Commission") are hereby incorporated by reference into
this Registration Statement:

         (a)      The Annual Report of Barr Laboratories, Inc. ("the
                  Registrant") on Form 10-K for the fiscal year ended June 30,
                  2002, filed with the Commission on August 26, 2002.

         (b)      The Registrant's Quarterly Report on Form 10-Q for the quarter
                  ended September 30, 2002, filed with the Commission on
                  November 14, 2002.

         (c)      The Registrant's Current Reports on Form 8-K filed with the
                  Commission on August 15, 2002 and September 23, 2002.

         (d)      The description of the Registrant's common stock contained in
                  the Registrant's Registration Statement on Form 8-A filed with
                  the Commission on March 7, 1988, including any amendment or
                  report filed to update such description.

         All reports and other documents that the Registrant subsequently files
with the Commission pursuant to Sections 13(a), 13(c), 14, or 15(d) of the
Securities Exchange Act of 1934 prior to the filing of a post-effective
amendment indicating that the Registrant has sold all of the securities offered
under this Registration Statement or that deregisters the distribution of all
such securities then remaining unsold, shall be deemed to be incorporated by
reference into this Registration Statement from the date that the Registrant
files such reports or documents. Any statement contained in this Registration
Statement or any report or document incorporated into this Registration
Statement by reference shall be deemed to be modified or superseded for purposes
of this Registration Statement to the extent that a statement contained in any


                                       1
<PAGE>

subsequently filed document which is incorporated by reference herein modifies
or supersedes that statement. Any such statement so modified or superseded shall
not constitute a part of this Registration Statement, except as so modified or
superseded. The Registrant's file number with the Commission is 001-09860.

ITEM 4. DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Sections 721 through 726 of the New York Business Corporation Law
contain detailed provisions for indemnification of directors and officers of New
York corporations against judgments, penalties, fines, settlements and
reasonable expenses in connection with litigation. Such statutory provisions are
not exclusive of any rights to indemnification granted under the Registrant's
certificate of incorporation, bylaws, indemnification agreements or otherwise.

         Article Eight of the Registrant's certificate of incorporation and
Article X of the Registrant's bylaws permit, but do not require, the Registrant
to indemnify its directors and officers to the fullest extent permitted by law.

         The Registrant has purchased insurance which insures (subject to
certain terms and conditions, exclusions and deductibles) it against certain
costs which it might be required to pay by way of indemnification to its
directors and officers under its certificate of incorporation or bylaws,
indemnification agreements or otherwise and protects individual directors and
officers from certain losses for which they might not be indemnified by the
Registrant. In addition, the Registrant has purchased insurance which provides
liability coverage (subject to certain terms and conditions, exclusions and
deductibles) for amounts which it, or the fiduciaries under its employee benefit
plans (which may include its directors, officers and employees), might be
required to pay as a result of a breach of fiduciary duty.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.


                                       2
<PAGE>

ITEM 8. EXHIBITS.

        EXHIBIT NO.                                           DESCRIPTION

         4.1      Barr Laboratories, Inc. 2002 Stock Option Plan for
                  Non-Employee Directors (Previously filed with the Commission
                  on September 24, 2002 as Appendix B to the Barr Laboratories,
                  Inc. Proxy Statement relating to the 2002 Annual Meeting of
                  Shareholders and incorporated herein by reference).

         5.1      Opinion of Gibson, Dunn & Crutcher LLP with respect to the
                  legality of the Common Stock being registered.

        23.1      Consent of Deloitte & Touche LLP, Independent Auditors.

        23.2      Consent of Ernst & Young LLP, Independent Auditors.

        23.3      Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit
                  5.1).

        24.1      Power of Attorney of certain officers and directors (included
                  on the signature page of this Registration Statement).


                                       3
<PAGE>


ITEM 9. UNDERTAKINGS.

(1)      The undersigned Registrant hereby undertakes:

         (a)      To file, during any period in which offers or sales are being
                  made, a post-effective amendment to this Registration
                  Statement:

                  (i)      To include any prospectus required by Section
                           10(a)(3) of the Securities Act of 1933;

                  (ii)     To reflect in the prospectus any facts or events
                           arising after the effective date of this Registration
                           Statement (or the most recent post-effective
                           amendment thereof) which, individually or in the
                           aggregate, represent a fundamental change in the
                           information set forth in the Registration Statement.
                           Notwithstanding the foregoing, any increase or
                           decrease in volume of securities offered (if the
                           total dollar value of securities offered would not
                           exceed that which was registered) and any deviation
                           from the low or high end of the estimated maximum
                           offering range may be reflected in the form of
                           prospectus filed with the Commission pursuant to Rule
                           424(b) if, in the aggregate, the changes in volume
                           and price represent no more than 20 percent change in
                           the maximum aggregate offering price set forth in the
                           "Calculation of Registration Fee" table in the
                           effective Registration Statement;

                  (iii)    To include any material information with respect to
                           the plan of distribution not previously disclosed in
                           this Registration Statement or any material change to
                           such information in this Registration Statement;

                  provided, however, that paragraphs (1)(a)(i) and (1)(a)(ii) do
                  not apply if the information required to be included in a
                  post-effective amendment by those paragraphs is contained in
                  periodic reports filed by the Registrant pursuant to Section
                  13 or Section 15(d) of the Securities Exchange Act of 1934
                  that are incorporated by reference in this Registration
                  Statement;

         (b)      That, for the purpose of determining any liability under the
                  Securities Act of 1933, each such post-effective amendment
                  shall be deemed to be a new registration statement relating to
                  the securities offered therein, and the offering of such
                  securities at that time shall be deemed to be the initial bona
                  fide offering thereof; and

         (c)      To remove from registration by means of a post-effective
                  amendment any of the securities being registered which remain
                  unsold at the termination of the offering.

(2)      The undersigned Registrant hereby undertakes that, for purposes of
         determining any liability under the Securities Act of 1933, each filing
         of the Registrant's annual report pursuant to Section 13(a) or Section
         15(d) of the Securities Exchange Act of 1934 that is incorporated by
         reference in the Registration Statement shall be deemed to be a new


                                       4
<PAGE>

         registration statement relating to the securities offered therein, and
         the offering of such securities at that time shall be deemed to be the
         initial bona fide offering thereof.

(3)      Insofar as indemnification for liabilities arising under the Securities
         Act of 1933 may be permitted to directors, officers and controlling
         persons of the Registrant pursuant to the foregoing provisions, or
         otherwise, the Registrant has been advised that in the opinion of the
         Commission such indemnification is against public policy as expressed
         in the Act and is, therefore, unenforceable. In the event that a claim
         for indemnification against such liabilities (other than the payment by
         the Registrant of expenses incurred or paid by a director, officer or
         controlling person of the Registrant in the successful defense of any
         action, suit or proceeding) is asserted by such director, officer or
         controlling person in connection with the securities being registered,
         the Registrant will, unless in the opinion of its counsel the matter
         has been settled by controlling precedent, submit to a court of
         appropriate jurisdiction the question whether such indemnification by
         it is against public policy as expressed in the Act and will be
         governed by the final adjudication of such issue.


                                       5
<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Pomona, New York, on this 20th day of December 2002.

                         BARR LABORATORIES, INC.

                         By:  /s/  William T. McKee
                              --------------------------------------------------
                              William T. McKee
                              Senior Vice President, Chief Financial Officer and
                              Treasurer


                                POWER OF ATTORNEY

         Each person whose signature appears below constitutes and appoints
William T. McKee as his or her true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for such person and in his or her
name, place and stead, in any and all capacities, to sign any or all further
amendments (including post-effective amendments) to this Registration Statement
(and any additional Registration Statement related hereto permitted by Rule
462(b) promulgated under the Securities Act of 1933 (and all further amendments,
including post-effective amendments, thereto)), and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite and necessary to be done in connection therewith, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed by the following persons in the
capacities indicated.

<TABLE>
<CAPTION>
NAME AND SIGNATURE                               TITLE                                   DATE
<S>                                  <C>                                          <C>
/s/Bruce L. Downey                   Chairman of the Board and Chief              December 20, 2002
-----------------------------        Executive Officer (Principal Executive
Bruce L. Downey                      Officer)
</TABLE>


                                       6
<PAGE>
<TABLE>
<S>                                  <C>                                          <C>
/s/William T. McKee                  Senior Vice President, Chief Financial       December 20, 2002
-----------------------------        Officer and Treasurer  (Principal
William T. McKee                     Financial Officer and Principal
                                     Accounting Officer)


/s/Carole S. Ben-Maimon              President, Chief Operating Officer,          December 20, 2002
-----------------------------        Barr Research and a Director
Carole S. Ben-Maimon



/s/Paul M. Bisaro                    President, Chief Operating Officer           December 20, 2002
-----------------------------        Barr Laboratories, Inc. and a Director
Paul M. Bisaro



/s/Harold N. Chefitz                 Director                                     December 20, 2002
-----------------------------
Harold N. Chefitz


/s/Richard R. Frankovic              Director                                     December 20, 2002
-----------------------------
Richard R. Frankovic


/s/James S. Gilmore, III             Director                                     December 20, 2002
-----------------------------
James S. Gilmore, III


/s/Jack M. Kay                       Director                                     December 20, 2002
-----------------------------
Jack M. Kay


/s/Peter R. Seaver                   Director                                     December 20, 2002
-----------------------------
Peter R. Seaver
</TABLE>


                                       7
<PAGE>

<TABLE>
<S>                                  <C>                                          <C>
/s/George P. Stephan                 Director                                     December 20, 2002
-----------------------------
George P. Stephan
</TABLE>


                                       8
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{"company-data": {"conformed-name": "BARR LABORATORIES INC", "cik": "0000010081", "assigned-sic": "2834", "irs-number": "221927534", "state-of-incorporation": "NY", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-102070", "film-number": "02865104"}, "business-address": {"street1": "2 QUAKER RD BOX 2900", "city": "POMONA", "state": "NY", "zip": "10970-0519", "phone": "8453621100"}, "mail-address": {"street1": "2 QUAKER RD", "street2": "BOX 2900", "city": "POMONA", "state": "NY", "zip": "10970-0519"}}
As filed with the Securities and Exchange Commission on December 20, 2002
                                                      Registration No. 333-_____

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                             BARR LABORATORIES, INC.
             (Exact Name of Registrant as Specified in Its Charter)

    NEW YORK                                                   22-1927534
 (State or Other                                             (I.R.S. Employer
 Jurisdiction of                                             Identification No.)
Incorporation or       TWO QUAKER ROAD, P.O. BOX 2900
  Organization)            POMONA, NY 10970-0519
           (Address of Principal Executive Offices Including Zip Code)

    BARR LABORATORIES, INC. 2002 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
                            (Full Title of the Plan)
                              FREDERICK J. KILLION
                    SENIOR VICE PRESIDENT AND GENERAL COUNSEL
                             BARR LABORATORIES, INC.
                         TWO QUAKER ROAD, P.O. BOX 2900
                              POMONA, NY 10970-0519
                                 (845) 362-1100
 (Name, address, including zip code, and telephone number, including area code,
                             of agent for service)

                                 With a copy to:

                               JOHN F. OLSON, ESQ.
                           GIBSON, DUNN & CRUTCHER LLP
                          1050 CONNECTICUT AVENUE, N.W.
                             WASHINGTON, D.C. 20036

                         CALCULATION OF REGISTRATION FEE
PROPOSED MAXIMUM         PROPOSED MAXIMUM
    TITLE OF SECURITIES           AMOUNT TO BE           OFFERING PRICE              AGGREGATE               AMOUNT OF
     TO BE REGISTERED              REGISTERED             PER SHARE(1)           OFFERING PRICE(1)        REGISTRATION FEE
     ----------------              ----------             ------------           -----------------        ----------------
COMMON STOCK, $0.01 PAR
     VALUE PER SHARE             300,000 SHARES               $62.765                $18,829,500              $1,732.31
(1)      Estimated solely for the purpose of calculating the registration fee.
         The registration fee has been calculated in accordance with Rule 457(h)
         and 457(c) under the Securities Act of 1933 on the basis of the average
         of the high and low prices of Barr Laboratories, Inc. common stock on
         the New York Stock Exchange on December 18, 2002, which was $62.765.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

         The documents containing the information specified in Part 1 of Form
S-8 (plan information and registrant information and employee plan annual
information) will be sent or given to employees as specified by Securities and
Exchange Commission Rule 428(b)(1). Such documents need not be filed with the
Securities and Exchange Commission either as part of this Registration Statement
or as prospectuses or prospectus supplements pursuant to Rule 424. These
documents and the documents incorporated by reference in this Registration
Statement pursuant to Item 3 of Form S-8 (Part II hereof), taken together,
constitute a prospectus (the "Prospectus") that meets the requirements of
Section 10(a) of the Securities Act of 1933 (the "Act").

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents previously filed with the Securities and
Exchange Commission (the "Commission") are hereby incorporated by reference into
this Registration Statement:

         (a)      The Annual Report of Barr Laboratories, Inc. ("the
                  Registrant") on Form 10-K for the fiscal year ended June 30,
                  2002, filed with the Commission on August 26, 2002.

         (b)      The Registrant's Quarterly Report on Form 10-Q for the quarter
                  ended September 30, 2002, filed with the Commission on
                  November 14, 2002.

         (c)      The Registrant's Current Reports on Form 8-K filed with the
                  Commission on August 15, 2002 and September 23, 2002.

         (d)      The description of the Registrant's common stock contained in
                  the Registrant's Registration Statement on Form 8-A filed with
                  the Commission on March 7, 1988, including any amendment or
                  report filed to update such description.

         All reports and other documents that the Registrant subsequently files
with the Commission pursuant to Sections 13(a), 13(c), 14, or 15(d) of the
Securities Exchange Act of 1934 prior to the filing of a post-effective
amendment indicating that the Registrant has sold all of the securities offered
under this Registration Statement or that deregisters the distribution of all
such securities then remaining unsold, shall be deemed to be incorporated by
reference into this Registration Statement from the date that the Registrant
files such reports or documents. Any statement contained in this Registration
Statement or any report or document incorporated into this Registration
Statement by reference shall be deemed to be modified or superseded for purposes
of this Registration Statement to the extent that a statement contained in any

                                       1
subsequently filed document which is incorporated by reference herein modifies
or supersedes that statement. Any such statement so modified or superseded shall
not constitute a part of this Registration Statement, except as so modified or
superseded. The Registrant's file number with the Commission is 001-09860.

ITEM 4. DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Sections 721 through 726 of the New York Business Corporation Law
contain detailed provisions for indemnification of directors and officers of New
York corporations against judgments, penalties, fines, settlements and
reasonable expenses in connection with litigation. Such statutory provisions are
not exclusive of any rights to indemnification granted under the Registrant's
certificate of incorporation, bylaws, indemnification agreements or otherwise.

         Article Eight of the Registrant's certificate of incorporation and
Article X of the Registrant's bylaws permit, but do not require, the Registrant
to indemnify its directors and officers to the fullest extent permitted by law.

         The Registrant has purchased insurance which insures (subject to
certain terms and conditions, exclusions and deductibles) it against certain
costs which it might be required to pay by way of indemnification to its
directors and officers under its certificate of incorporation or bylaws,
indemnification agreements or otherwise and protects individual directors and
officers from certain losses for which they might not be indemnified by the
Registrant. In addition, the Registrant has purchased insurance which provides
liability coverage (subject to certain terms and conditions, exclusions and
deductibles) for amounts which it, or the fiduciaries under its employee benefit
plans (which may include its directors, officers and employees), might be
required to pay as a result of a breach of fiduciary duty.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

                                       2
ITEM 8. EXHIBITS.

        EXHIBIT NO.                                           DESCRIPTION

         4.1      Barr Laboratories, Inc. 2002 Stock Option Plan for
                  Non-Employee Directors (Previously filed with the Commission
                  on September 24, 2002 as Appendix B to the Barr Laboratories,
                  Inc. Proxy Statement relating to the 2002 Annual Meeting of
                  Shareholders and incorporated herein by reference).

         5.1      Opinion of Gibson, Dunn & Crutcher LLP with respect to the
                  legality of the Common Stock being registered.

        23.1      Consent of Deloitte & Touche LLP, Independent Auditors.

        23.2      Consent of Ernst & Young LLP, Independent Auditors.

        23.3      Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit
                  5.1).

        24.1      Power of Attorney of certain officers and directors (included
                  on the signature page of this Registration Statement).

                                       3
ITEM 9. UNDERTAKINGS.

(1)      The undersigned Registrant hereby undertakes:

         (a)      To file, during any period in which offers or sales are being
                  made, a post-effective amendment to this Registration
                  Statement:

                  (i)      To include any prospectus required by Section
                           10(a)(3) of the Securities Act of 1933;

                  (ii)     To reflect in the prospectus any facts or events
                           arising after the effective date of this Registration
                           Statement (or the most recent post-effective
                           amendment thereof) which, individually or in the
                           aggregate, represent a fundamental change in the
                           information set forth in the Registration Statement.
                           Notwithstanding the foregoing, any increase or
                           decrease in volume of securities offered (if the
                           total dollar value of securities offered would not
                           exceed that which was registered) and any deviation
                           from the low or high end of the estimated maximum
                           offering range may be reflected in the form of
                           prospectus filed with the Commission pursuant to Rule
                           424(b) if, in the aggregate, the changes in volume
                           and price represent no more than 20 percent change in
                           the maximum aggregate offering price set forth in the
                           "Calculation of Registration Fee" table in the
                           effective Registration Statement;

                  (iii)    To include any material information with respect to
                           the plan of distribution not previously disclosed in
                           this Registration Statement or any material change to
                           such information in this Registration Statement;

                  provided, however, that paragraphs (1)(a)(i) and (1)(a)(ii) do
                  not apply if the information required to be included in a
                  post-effective amendment by those paragraphs is contained in
                  periodic reports filed by the Registrant pursuant to Section
                  13 or Section 15(d) of the Securities Exchange Act of 1934
                  that are incorporated by reference in this Registration
                  Statement;

         (b)      That, for the purpose of determining any liability under the
                  Securities Act of 1933, each such post-effective amendment
                  shall be deemed to be a new registration statement relating to
                  the securities offered therein, and the offering of such
                  securities at that time shall be deemed to be the initial bona
                  fide offering thereof; and

         (c)      To remove from registration by means of a post-effective
                  amendment any of the securities being registered which remain
                  unsold at the termination of the offering.

(2)      The undersigned Registrant hereby undertakes that, for purposes of
         determining any liability under the Securities Act of 1933, each filing
         of the Registrant's annual report pursuant to Section 13(a) or Section
         15(d) of the Securities Exchange Act of 1934 that is incorporated by
         reference in the Registration Statement shall be deemed to be a new

                                       4
registration statement relating to the securities offered therein, and
         the offering of such securities at that time shall be deemed to be the
         initial bona fide offering thereof.

(3)      Insofar as indemnification for liabilities arising under the Securities
         Act of 1933 may be permitted to directors, officers and controlling
         persons of the Registrant pursuant to the foregoing provisions, or
         otherwise, the Registrant has been advised that in the opinion of the
         Commission such indemnification is against public policy as expressed
         in the Act and is, therefore, unenforceable. In the event that a claim
         for indemnification against such liabilities (other than the payment by
         the Registrant of expenses incurred or paid by a director, officer or
         controlling person of the Registrant in the successful defense of any
         action, suit or proceeding) is asserted by such director, officer or
         controlling person in connection with the securities being registered,
         the Registrant will, unless in the opinion of its counsel the matter
         has been settled by controlling precedent, submit to a court of
         appropriate jurisdiction the question whether such indemnification by
         it is against public policy as expressed in the Act and will be
         governed by the final adjudication of such issue.

                                       5
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Pomona, New York, on this 20th day of December 2002.

                         BARR LABORATORIES, INC.

                         By:  /s/  William T. McKee
                              --------------------------------------------------
                              William T. McKee
                              Senior Vice President, Chief Financial Officer and
                              Treasurer

                                POWER OF ATTORNEY

         Each person whose signature appears below constitutes and appoints
William T. McKee as his or her true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for such person and in his or her
name, place and stead, in any and all capacities, to sign any or all further
amendments (including post-effective amendments) to this Registration Statement
(and any additional Registration Statement related hereto permitted by Rule
462(b) promulgated under the Securities Act of 1933 (and all further amendments,
including post-effective amendments, thereto)), and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite and necessary to be done in connection therewith, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed by the following persons in the
capacities indicated.
NAME AND SIGNATURE                               TITLE                                   DATE
/s/Bruce L. Downey                   Chairman of the Board and Chief              December 20, 2002
-----------------------------        Executive Officer (Principal Executive
Bruce L. Downey                      Officer)
6
/s/William T. McKee                  Senior Vice President, Chief Financial       December 20, 2002
-----------------------------        Officer and Treasurer  (Principal
William T. McKee                     Financial Officer and Principal
                                     Accounting Officer)

/s/Carole S. Ben-Maimon              President, Chief Operating Officer,          December 20, 2002
-----------------------------        Barr Research and a Director
Carole S. Ben-Maimon

/s/Paul M. Bisaro                    President, Chief Operating Officer           December 20, 2002
-----------------------------        Barr Laboratories, Inc. and a Director
Paul M. Bisaro

/s/Harold N. Chefitz                 Director                                     December 20, 2002
-----------------------------
Harold N. Chefitz

/s/Richard R. Frankovic              Director                                     December 20, 2002
-----------------------------
Richard R. Frankovic

/s/James S. Gilmore, III             Director                                     December 20, 2002
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James S. Gilmore, III

/s/Jack M. Kay                       Director                                     December 20, 2002
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Jack M. Kay

/s/Peter R. Seaver                   Director                                     December 20, 2002
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Peter R. Seaver
7
/s/George P. Stephan                 Director                                     December 20, 2002
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George P. Stephan
8