As filed with the Securities and Exchange Commission on September 11, 1997
-------------------------------------------------------------------------------
                                                       Registration No. 333-___

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                     -------------------------------------


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

                           HI-TECH PHARMACAL CO., INC.
                         ------------------------------
             (Exact name of registrant as specified in its charter)

          New York                                11-2638720
     ----------------------------                 ------------------------
     (State or other jurisdiction                 (I.R.S. Employer
      of incorporation or                          Identification No.)
      organization)

          
                    369 Bayview Avenue, Amityville, NY 11701
                ------------------------------------------------
               (Address of principal executive offices) (zip code)

       HI-TECH PHARMACAL CO., INC. AMENDED AND RESTATED STOCK OPTION PLAN
          HI-TECH PHARMACAL CO., INC. 1994 DIRECTORS STOCK OPTION PLAN
    -----------------------------------------------------------------------
                            (Full title of the plans)

                                 Bernard Seltzer
          Chairman of the Board, President and Chief Executive Officer
                           Hi-Tech Pharmacal Co., Inc.
                    369 Bayview Avenue, Amityville, NY 11710
  ----------------------------------------------------------------------------
 (Name, address, including zip code, and telephone number, including area code,
                             of agent for service)

                                 With a copy to:

                             Martin M. Goldwyn, Esq.
                        Tashlik, Kreutzer & Goldwyn P.C.
                             833 Northern Boulevard
                              Great Neck, NY 11021
                                 (516) 466-8005


<PAGE>

                        CALCULATION OF REGISTRATION FEE


<TABLE>
<CAPTION>
                                                       Proposed            Proposed
Title of                                               maximum             maximum                  Amount of
securities to be              Amount to be             offering price      aggregate                Registration
registered                    registered (1)           per share (2)       offering price (2)       Fee (3)
---------------------------   -----------------------  ------------------  -------------------      ---------------
<S>                           <C>                      <C>                 <C>                      <C> 
Common Stock,
$.01 par value             775,000                  $ 5.5625               $4,310,937.50            $1,307
per share                  shares

</TABLE>


(1)      The proposed commencement of sales is to be as soon as practicable
         after the Registration Statement has become effective and upon the
         exercise of any option granted under the Hi-Tech Pharmacal Co., Inc.
         Amended and Restated Stock Option Plan and the 1994 Directors Stock
         Option Plan (collectively the "Plans").

(2)      There are also being registered hereunder such additional shares of the
         Registrant's Common Stock as may be issuable in connection with
         adjustments under the Plans to reflect certain changes in the
         Registrant's capital structure, including stock dividends or stock
         split-ups. In addition, pursuant to Rule 416(c) under the Securities
         Act of 1933, as amended, this Registration Statement also covers an
         indeterminate amount of interests to be offered or sold pursuant to the
         Plans described herein.

(3)      Estimated solely for the purpose of determining the registration fee
         pursuant to Rule 457(h) under the Securities Act of 1933, as amended.
         The calculation of the proposed maximum aggregate offering price has
         been based upon (a) the registration hereunder of 775,000 shares of the
         Registrant's Common Stock to be issued pursuant to options granted
         under the Plans and (b) the proposed maximum offering price per share.
         The proposed maximum offering price per share represents the average of
         the high and low sales price of the Registrant's common stock, par
         value of $.01 per share, of $5.5625 as reported on the NASDAQ National
         Market on September 8, 1997.


<PAGE>



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents which have heretofore been filed by Hi-Tech
Pharmacal Co., Inc. (the "Company") (File No.0-20424) with the Securities and
Exchange Commission (the "Commission") pursuant to the Securities Exchange Act
of 1934, as amended (the "1934 Act") and the Securities Act of 1933, as amended
(the "1933 Act"), are incorporated herein by reference and shall be deemed to be
a part hereof:

         (1)      the Company's Annual Report on Form 10-KSB for the year ended
                  April 30, 1997, as amended, and the exhibits thereto, filed
                  under Section 15(d) of the 1934 Act;

         (2)      all other reports and documents filed by the Company pursuant
                  to Section 13(a) or 15(d) of the 1934 Act since April 30, 1997
                  and prior to the termination of the offering of securities
                  covered by this Registration Statement; and

         (3)      the description of the Company's capital stock contained in
                  the Company's registration statement filed under the 1934 Act
                  including any amendment or report filed for the purpose of
                  updating such description.

ITEM 4.   DESCRIPTION OF SECURITIES.

         The Company's Common Stock to be offered pursuant to this Registration
Statement has been registered under Section 12 of the 1934 Act, as amended, as
described in Item 3 of this Part II.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

         The legality of the shares of the Company's Common Stock offered hereby
will be passed upon for the Company by Tashlik, Kreutzer & Goldwyn P.C., 833
Northern Boulevard, Great Neck, New York 11021. Certain members of Tashlik,
Kreutzer & Goldwyn P.C. beneficially own options to purchase approximately
12,250 shares of Common Stock. Mr. Martin M. Goldwyn is a director of the
Company.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section 145 of the Delaware General Corporation Law (the "DGCL")
provides that a corporation may indemnify directors and officers as well as

<PAGE>



other employees and individuals against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement in connection with specified
actions, suits or proceedings, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation - a
"derivative action"), if they acted in good faith and in a manner they
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe their conduct was unlawful. A similar standard is
applicable in the case of derivative actions, except that indemnification only
extends to expenses (including attorneys' fees) incurred in connection with the
defense or settlement of such actions, and the statute requires court approval
before there can be any indemnification where the person seeking indemnification
has been found liable to the corporation. The statute provides that it is not
exclusive of other indemnification that may be granted by a corporation's
charter, by-laws, disinterested director vote, stockholder vote, agreement or
otherwise.

         Article Tenth of the Company's Certificate of Incorporation provides
that each person who was or is made a party to (or is threatened to be made a
party to) or is otherwise involved in any civil or criminal action, suit or
proceeding by reason of the fact that such person is or was a director or
officer of the Company shall be indemnified and held harmless by the Company to
the fullest extent authorized by Section 145 of the DGCL against all expense,
liability and loss (including without limitation attorneys' fees) incurred by
such person in connection therewith.

         Article Ninth of the Company's Certificate of Incorporation provides
that, to the fullest extent permitted by the DGCL, the Company's directors will
not be personally liable to the Company or its stockholders for monetary damages
resulting from a breach of their fiduciary duty as directors. However, nothing
contained in such Article Ninth shall eliminate or limit the liability of
directors (i) for any breach of the director's duty of loyalty to the Company or
its stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of the law, (iii) under Section
174 of the DGCL or (iv) for any transaction from which the director derived an
improper personal benefit.

         Article XI of the Registrant's By-Laws provides that each person who
was or is made a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative, by reason of the fact that he is or was a
director, officer, employee or agent of the Registrant or is or was serving at
the request of the Registrant as a director, officer, employee or agent of
another corporation or of a partnership, joint venture, trust or other
enterprise, whether the basis of such proceeding is alleged action in an
official capacity as a director, officer, employee or agent or in any other
capacity while serving as a director, officer, employee or agent, shall be
indemnified and held harmless by the Registrant to the fullest extent authorized
by the DGCL, as the same exists or may hereafter be amended, against all
expense, liability and loss (including attorneys' fees, judgments, fines, ERISA
excise taxes or penalties and amounts paid in settlement) reasonably incurred or
suffered by such indemnitee in connection therewith. Such indemnification shall
continue as to an indemnitee who has ceased to be a director, officer, employee 


<PAGE>



or agent and shall inure to the benefit of the indemnitee's heirs, executors and
administrators.

         The Company entered into indemnification agreements with each of its
current directors and officers, which provide for indemnification of, and
advancement of expenses to, such persons to the greatest extent permitted by
Delaware law, including by reason of action or inaction occurring in the past,
and circumstances in which indemnification and advancement of expenses to such
persons are permitted or are discretionary to the greatest extent under Delaware
law.

         The Company also maintains directors' and officers' liability insurance
coverage which insures directors and officers of the Company against certain
losses arising out of claims made by reason of their being directors and
officers of the Company.


ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

          Not applicable.


ITEM 8.   EXHIBITS.

          Exhibit
          Number                   Description
          -------                  -----------

          5.1            Opinion of Tashlik, Kreutzer & Goldwyn P.C. to the
                         legality of the shares being registered

          23.1           Consent of Richard A. Eisner & Company, LLP

          23.2           Consent of Tashlik, Kreutzer & Goldwyn P.C. (included
                         in Exhibit 5.1)

          99.0           Copy of Hi-Tech Pharmacal Co., Inc. Amended and
                         Restated Stock Option Plan (Filed as an exhibit to 
                         Hi-Tech Pharmacal Co., Inc. Proxy Statement, dated 
                         September 22, 1994 and incorporated herein by 
                         reference)

          99.1           Copy of Hi-Tech Pharmacal Co., Inc. Stock Option
                         Agreement (Filed as Exhibit 10.2 to the Hi-Tech 
                         Pharmacal Co., Inc. Registration Statement on Form S-1
                         (No. 33-47860) and incorporated herein by reference)

          99.2           Copy of Hi-Tech Pharmacal Co., Inc. 1994 Directors
                         Stock Option Plan (Filed as Exhibit 10.3 to Hi-Tech
                         Pharmacal Co., Inc. Quarterly Report on Form 10-QSB
                         for the quarterly period ended October 31, 1994 and
                         incorporated herein by reference)

<PAGE>

          99.3           Copy of Form of Hi-Tech Pharmacal Co., Inc. Directors 
                         Stock Option Agreement


ITEM 9.   UNDERTAKINGS.

         (a) The undersigned Registrant hereby undertakes:

         (1) 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 this 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
          a 20% change in the maximum aggregate offering price set forth in the
          "Calculation of Registration Fee" table in the effective registration
          fee.

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

          provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this
          section 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(a) or Section
          15(d) of the Securities Exchange Act of 1934 that are incorporated by
          reference in this Registration Statement.

         (2) That, for the purposes 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.

<PAGE>





         (3) 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.

         (b) 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 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to 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 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.

         (c) The undersigned Registrant hereby undertakes to deliver or cause to
be delivered with the prospectus to each person to whom the prospectus is sent
or given, the latest annual report to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and where interim financial information required to be presented by
Article 3 of Regulation S-X is not presented in the prospectus, to deliver or
cause to be delivered to each person to whom the prospectus is sent or given,
the latest quarterly report that is specifically incorporated in the prospectus
to provide such interim information.

         (d) 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 Securities and
Exchange 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.

<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 the Village of Amityville, State of New York, on the 11th day of
September, 1997.

                                             HI-TECH PHARMACAL CO., INC.

                                             By:/s/Bernard Seltzer
                                             -----------------------------------
                                             Bernard Seltzer, Chairman of the
                                             Board, Chief Executive Officer,
                                             President and Director

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated.

/s/Bernard Seltzer
----------------------------
Bernard Seltzer               Chairman of the Board,        September 11, 1997
                              Chief Executive Officer,
                              President and Director

/s/David S. Seltzer
----------------------------
David S. Seltzer              Executive Vice President      September 11, 1997
                              - Administration and Chief
                              Operating Officer, Secretary
                              and Treasurer and Director

/s/Arthur S. Goldberg
----------------------------
Arthur S. Goldberg            Vice President - Finance      September 11, 1997
                              and Chief Financial Officer


----------------------------
Reuben Seltzer                Director                      September __, 1997


/s/Martin M. Goldwyn
----------------------------
Martin M. Goldwyn             Director                      September 11, 1997


----------------------------
Yashar Hirshaut, M.D.         Director                      September ___, 1997


<PAGE>



                                  EXHIBIT INDEX
                                  -------------




                                                                 Sequentially
                                                                 Numbered Pages
                                                                 --------------
     
Exhibit 5.1 Opinion of Tashlik, Kreutzer & Goldwyn PC............Page 11

Exhibit 23.1 Consent of Independent Auditors.....................Page 14

Exhibit 23.2 Consent of Counsel..................................Page 16

Exhibit 99.0 Copy of Hi-Tech Pharmacal Co., Inc. Amended
         and Restated Stock Option Plan (Filed as an exhibit to
         Hi-Tech Pharmacal Co., Inc. Proxy Statement, dated
         September 22, 1994) and incorporated herein by
         reference

Exhibit 99.1 Copy of Hi-Tech Pharmacal Co., Inc. Stock
         Option Agreement (Filed as Exhibit 10.2 to the Hi-Tech
         Pharmacal Co., Inc. Registration Statement on Form
         S-1 (No. 33-47860) and incorporated herein by
         reference

Exhibit 99.2 Copy of Hi-Tech Pharmacal Co., Inc. 1994
         Directors Stock Option Plan (Filed as Exhibit 10.3 to
         Hi-Tech Pharmacal Co., Inc. Quarterly Report on Form
         10-QSB for the quarterly period ended October 31,
         1994) and incorporated herein by reference

Exhibit 99.3 Form of Hi-Tech Pharmacal Co., Inc. 1994
         Directors Stock Option Agreement.........................Page 18

<PAGE>



                                   EXHIBIT 5.1


<PAGE>

                        TASHLIK, KREUTZER & GOLDWYN P.C.
                             833 NORTHERN BOULEVARD
                           GREAT NECK, NEW YORK 11021






                                             September 11, 1997


Hi-Tech Pharmacal Co., Inc.
369 Bayview Avenue
Amityville, New York 11701



Gentlemen:

         This opinion and the consent to use of our name are furnished in
connection with the Registration Statement on Form S-8 (the "Registration
Statement") to be filed with the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the "Act") by Hi-Tech Pharmacal Co., Inc.,
a Delaware corporation (the "Company"), for registration under the Act of
775,000 shares of common stock, par value $.01 per share (the "Common Stock"),
of which 548,700 shares will be issuable upon the exercise of options granted
under the Company's Amended and Restated Stock Option Plan (the "Plan") and
25,500 shares will be issuable upon the exercise of options granted under
the Company's 1994 Directors Stock Plan (the "Directors Plan" and, together
with the "Plan", the "Plans").

         We have acted as counsel to the Company and have participated in the
preparation and filing of the aforementioned Registration Statement. As such
counsel, we have examined the Certificate of Incorporation and By-Laws of the
Company, the proceedings taken by the Company with respect to the filing of such
Registration Statement and such other documents as we have deemed necessary and
appropriate.

          Based upon the foregoing, we are of the opinion that:

         1. The Company has been duly incorporated and is validly existing under
the laws of the State of Delaware.

         2. The 775,000 shares of Common Stock covered by the Registration
Statement have been duly authorized and, when issued, sold and paid for in
accordance with the Plans will be duly and validly issued, fully paid and
non-assessable.

         Certain members of this firm are stock option holders of the Company.


<PAGE>


Hi-Tech Pharmacal Co., Inc.
September 11, 1997
Page 2




         We hereby consent to the use of this opinion as an Exhibit to the
aforementioned Registration Statement and to the use of our name in the
Registration Statement.

                                             Very truly yours,




                                             /s/Tashlik, Kreutzer & Goldwyn P.C.




TK&G:pc


<PAGE>




                                  EXHIBIT 23.1


<PAGE>


                         CONSENT OF INDEPENDENT AUDITORS



We consent to the incorporation by reference in the registration statement on
Form S-8 of Hi-Tech Pharmacal Co., Inc. and subsidiary (the "Company") of our
report dated July 29, 1997 relating to the consolidated balance sheets of the
Company as of April 30, 1997 and April 30, 1996 and the related consolidated
statements of operations, changes in stockholders' equity and cash flows for the
years then ended, included in the Company's annual report on Form 10-KSB for the
fiscal year ended April 30, 1997.






/s/Richard A. Eisner & Company, LLP

New York, New York
September 10, 1997

<PAGE>



                                  EXHIBIT 23.2

<PAGE>




                               CONSENT OF COUNSEL



         The consent of Tashlik, Kreutzer & Goldwyn P.C. is contained in their
opinion filed as Exhibit 5.1.



<PAGE>

                                  EXHIBIT 99.3

<PAGE>
                  FORM OF 1994 DIRECTORS STOCK OPTION AGREEMENT


         Hi-Tech Pharmacal Co., Inc. (the "Company"), in consideration of the
value of the continuing services of ____________________ (hereinafter called
"Optionee"), which continuing services the grant of this option is designed to
secure, and in consideration of the undertaking made herein by Optionee, and
pursuant to its 1994 Directors Stock Option Plan (the "Plan"), hereby grants to
Optionee an option, evidenced by this option agreement, exercisable for the
period and upon the terms hereinafter set forth, to purchase
__________________________ (_______) shares of Common Stock ("Common Stock") of
the Company at a price of $_______ per share.

     1.   Term of Option.

         (a) This option is granted as of the date the Committee makes the Grant
(sometimes hereinafter called the "Date of Grant") and will terminate and
expire, to the extent not previously exercised, ten (10) years after the Date of
Grant, or at such earlier time as may be specified in Section 4 and 6 hereof.

         (b) Except as otherwise provided in this Option Agreement, Optionee
shall have the right to acquire Option Shares under this Option Agreement as
follows:

                    (i) As of the first anniversary of the Date of Grant and
               thereafter, Optionee may exercise rights to acquire 25% of the
               Option Shares;

                    (ii) As of each of the first, second and third anniversaries
               of the Date of Grant, Optionee may exercise rights to acquire an
               additional 25% of the Option Shares on a cumulative basis.


         2. Non-Transferability. This option is not assignable or transferable
otherwise than by will or by the laws of descent and distribution. During the
lifetime of the Optionee, this option shall be exercisable only by him.

         3. Manner of Exercise. The Optionee (or other person entitled to
exercise this option) shall purchase shares of stock of the Company subject
hereto by the payment to the Company of the purchase price in full and the
amount of employment tax and withholding tax due, if any, upon the exercise of
the option (i) by certified or official bank check, (ii) by the delivery of a
number of shares of Common Stock (plus cash if necessary) having a fair market
value equal to the amount of such purchase price and employment and withholding
tax, or (iii) by delivery of the equivalent thereof acceptable to the Company.
This option may be exercised from time to time by written notice to the Company
stating the full number of shares with respect to which this option is being
exercised and the time of delivery thereof, which shall be at least fifteen days
after the giving of notice unless an earlier date shall have been mutually
agreed upon by the Optionee (or other person entitled to exercise this option)
and the Company, accompanied by full payment for the shares as described in the
first sentence of this Section 3. The Company will, as soon as is reasonably
possible, notify the Optionee of the amount of employment tax and other
withholding tax, if any, that must be paid under federal, state and local law


<PAGE>



due to the exercise of the option. The Company shall have no obligation to
deliver certificates for the shares purchased until the Optionee pays to the
Company the purchase price in full and the amount of employment tax and
withholding tax specified in the Company's notice, which payment shall be
effected as described in this Section 3 by payment terms set forth in the first
sentence of this Section 3. At the time of delivery, the Company shall, without
transfer or issue tax to the Optionee (or other person entitled to exercise this
option) deliver at the principal office of the Company, or at such other place
as shall be mutually agreed upon, a certificate or certificates for such shares,
provided, however, that the time of delivery may be postponed by the Company for
such period as may be required for it to comply with reasonable diligence with
any requirements of law.

     4.   Termination of Relationship.

         (a) In the event that Optionee shall die before he ceases to be a
director of the Company, or if Optionee ceases to be a director of the Company
because Optionee has become disabled within the meaning of section 105(d)(4) of
the Internal Revenue Code of 1986, as amended, this option shall continue to
vest in accordance with the Plan and this option agreement for a period of
twelve months from the date of death of Optionee or the date he ceases to be a
director of the Company due to disability, and Optionee, his estate or
beneficiary shall have the right to exercise this option at any time within such
twelve month period (if otherwise within the term of the option).
Notwithstanding the foregoing, the provisions of this Section 4(a) shall be
subject to Sections 1(a) and 6 hereof and Section 4(j) of the Plan, which may
earlier terminate the option.

         (b) In the event that the Optionee retires from service as a director
of the Company in accordance with the Company's retirement policies in effect
from time to time, this option shall continue to vest during the lifetime of the
Optionee in accordance with the terms of the Plan and this Option Agreement and
may be exercised at any time during the remaining term of the option. If
Optionee dies subsequent to his retirement during the term of this option, this
option shall continue to vest in accordance with the Plan and this option
agreement and may be exercised within twelve months of Optionee's death (if
otherwise within the option period), but not thereafter. Notwithstanding the
foregoing, the provisions of this Section 4(b) shall be subject to Sections
1(a), 6 and Section 4(j) of the Plan which may earlier terminate the option.

         (c) In the event that Optionee ceases to be a director of the Company,
and the provisions of Sections 4(a) and 4(b) hereof and Section 4(j) of the Plan
do not apply, this option may be exercised, to the extent the option could be
exercised immediately prior to cessation, at any time within nine months after
the date of such cessation (if otherwise within the option period).

         5. Adjustments on Recapitalization. The aggregate number of shares of
Common Stock subject hereto and the exercise price per share shall be
proportionately adjusted for any increase or decrease in the number of issued
shares of the Common Stock resulting from the subdivision or consolidation of



<PAGE>


shares after the Date of Grant, the payment of a stock dividend in shares of
Common Stock after the Date of Grant, or other decrease or increase in the
shares of Common Stock outstanding effected after the Date of Grant without
receipt of consideration by the Company; provided, however, that any option to
purchase fractional shares resulting from such adjustments shall be eliminated.

         6. Adjustments on Reorganization. If the Company shall at any time
participate in a reorganization to which Section 425(a) of the Code applies and
(A) the Company is not the surviving entity or (B) the Company is the surviving
entity and the shareholders of Common Stock are required to exchange their
shares for property and/or securities, the Company shall give Optionee written
notice of such fact on or before fifteen (15) days before such reorganization;
and this option shall be exercisable in full after receipt of such notice and
prior to such reorganization; however, options not exercised prior to such
reorganization shall expire on the occurrence of such reorganization. A sale of
all or substantially all the assets of the Company for a consideration (apart
from the assumption or obligations) consisting primarily of securities shall be
deemed a reorganization for the foregoing purposes. Notwithstanding the
foregoing, the provisions of this Section 6 shall be subject to Section 1(a).

         7. Subject to Plan. This option is subject to all the terms and
conditions of the Plan, and specifically to the power of the Committee (as
defined in the Plan) to make interpretations of the Plan and of options granted
thereunder, and of the Board of Directors of the Company to alter, amend,
suspend or discontinue the Plan subject to the limitations expressed in the
Plan. By acceptance hereof, Optionee acknowledges receipt of a copy of the Plan
and recognizes and agrees that all determinations, interpretations or other
actions respecting the Plan may be made by a majority of the Board of Directors
of the Company or of the Committee, and that such determinations,
interpretations or other actions are final, conclusive and binding upon all
parties, including Optionee. Capitalized terms used but not otherwise defined in
this option agreement shall have the meanings ascribed to them by the Plan.

         IN WITNESS WHEREOF, this Option Agreement is executed as of the ___
day of _____________, 199___.

                                             HI-TECH PHARMACAL CO., INC.


                                             By:_____________________________
                                             Name:___________________________
                                             Title:____________________________

         The undersigned Optionee hereby accepts the benefits of the foregoing
Directors Stock Option Agreement.

                                             --------------------------------
                                             _________________, Optionee
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As filed with the Securities and Exchange Commission on September 11, 1997
-------------------------------------------------------------------------------
                                                       Registration No. 333-___

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                     -------------------------------------

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

                           HI-TECH PHARMACAL CO., INC.
                         ------------------------------
             (Exact name of registrant as specified in its charter)

          New York                                11-2638720
     ----------------------------                 ------------------------
     (State or other jurisdiction                 (I.R.S. Employer
      of incorporation or                          Identification No.)
      organization)

          
                    369 Bayview Avenue, Amityville, NY 11701
                ------------------------------------------------
               (Address of principal executive offices) (zip code)

       HI-TECH PHARMACAL CO., INC. AMENDED AND RESTATED STOCK OPTION PLAN
          HI-TECH PHARMACAL CO., INC. 1994 DIRECTORS STOCK OPTION PLAN
    -----------------------------------------------------------------------
                            (Full title of the plans)

                                 Bernard Seltzer
          Chairman of the Board, President and Chief Executive Officer
                           Hi-Tech Pharmacal Co., Inc.
                    369 Bayview Avenue, Amityville, NY 11710
  ----------------------------------------------------------------------------
 (Name, address, including zip code, and telephone number, including area code,
                             of agent for service)

                                 With a copy to:

                             Martin M. Goldwyn, Esq.
                        Tashlik, Kreutzer & Goldwyn P.C.
                             833 Northern Boulevard
                              Great Neck, NY 11021
                                 (516) 466-8005
CALCULATION OF REGISTRATION FEE
Proposed            Proposed
Title of                                               maximum             maximum                  Amount of
securities to be              Amount to be             offering price      aggregate                Registration
registered                    registered (1)           per share (2)       offering price (2)       Fee (3)
---------------------------   -----------------------  ------------------  -------------------      ---------------
Common Stock,
$.01 par value             775,000                  $ 5.5625               $4,310,937.50            $1,307
per share                  shares
(1)      The proposed commencement of sales is to be as soon as practicable
         after the Registration Statement has become effective and upon the
         exercise of any option granted under the Hi-Tech Pharmacal Co., Inc.
         Amended and Restated Stock Option Plan and the 1994 Directors Stock
         Option Plan (collectively the "Plans").

(2)      There are also being registered hereunder such additional shares of the
         Registrant's Common Stock as may be issuable in connection with
         adjustments under the Plans to reflect certain changes in the
         Registrant's capital structure, including stock dividends or stock
         split-ups. In addition, pursuant to Rule 416(c) under the Securities
         Act of 1933, as amended, this Registration Statement also covers an
         indeterminate amount of interests to be offered or sold pursuant to the
         Plans described herein.

(3)      Estimated solely for the purpose of determining the registration fee
         pursuant to Rule 457(h) under the Securities Act of 1933, as amended.
         The calculation of the proposed maximum aggregate offering price has
         been based upon (a) the registration hereunder of 775,000 shares of the
         Registrant's Common Stock to be issued pursuant to options granted
         under the Plans and (b) the proposed maximum offering price per share.
         The proposed maximum offering price per share represents the average of
         the high and low sales price of the Registrant's common stock, par
         value of $.01 per share, of $5.5625 as reported on the NASDAQ National
         Market on September 8, 1997.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents which have heretofore been filed by Hi-Tech
Pharmacal Co., Inc. (the "Company") (File No.0-20424) with the Securities and
Exchange Commission (the "Commission") pursuant to the Securities Exchange Act
of 1934, as amended (the "1934 Act") and the Securities Act of 1933, as amended
(the "1933 Act"), are incorporated herein by reference and shall be deemed to be
a part hereof:

         (1)      the Company's Annual Report on Form 10-KSB for the year ended
                  April 30, 1997, as amended, and the exhibits thereto, filed
                  under Section 15(d) of the 1934 Act;

         (2)      all other reports and documents filed by the Company pursuant
                  to Section 13(a) or 15(d) of the 1934 Act since April 30, 1997
                  and prior to the termination of the offering of securities
                  covered by this Registration Statement; and

         (3)      the description of the Company's capital stock contained in
                  the Company's registration statement filed under the 1934 Act
                  including any amendment or report filed for the purpose of
                  updating such description.

ITEM 4.   DESCRIPTION OF SECURITIES.

         The Company's Common Stock to be offered pursuant to this Registration
Statement has been registered under Section 12 of the 1934 Act, as amended, as
described in Item 3 of this Part II.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

         The legality of the shares of the Company's Common Stock offered hereby
will be passed upon for the Company by Tashlik, Kreutzer & Goldwyn P.C., 833
Northern Boulevard, Great Neck, New York 11021. Certain members of Tashlik,
Kreutzer & Goldwyn P.C. beneficially own options to purchase approximately
12,250 shares of Common Stock. Mr. Martin M. Goldwyn is a director of the
Company.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section 145 of the Delaware General Corporation Law (the "DGCL")
provides that a corporation may indemnify directors and officers as well as
other employees and individuals against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement in connection with specified
actions, suits or proceedings, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation - a
"derivative action"), if they acted in good faith and in a manner they
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe their conduct was unlawful. A similar standard is
applicable in the case of derivative actions, except that indemnification only
extends to expenses (including attorneys' fees) incurred in connection with the
defense or settlement of such actions, and the statute requires court approval
before there can be any indemnification where the person seeking indemnification
has been found liable to the corporation. The statute provides that it is not
exclusive of other indemnification that may be granted by a corporation's
charter, by-laws, disinterested director vote, stockholder vote, agreement or
otherwise.

         Article Tenth of the Company's Certificate of Incorporation provides
that each person who was or is made a party to (or is threatened to be made a
party to) or is otherwise involved in any civil or criminal action, suit or
proceeding by reason of the fact that such person is or was a director or
officer of the Company shall be indemnified and held harmless by the Company to
the fullest extent authorized by Section 145 of the DGCL against all expense,
liability and loss (including without limitation attorneys' fees) incurred by
such person in connection therewith.

         Article Ninth of the Company's Certificate of Incorporation provides
that, to the fullest extent permitted by the DGCL, the Company's directors will
not be personally liable to the Company or its stockholders for monetary damages
resulting from a breach of their fiduciary duty as directors. However, nothing
contained in such Article Ninth shall eliminate or limit the liability of
directors (i) for any breach of the director's duty of loyalty to the Company or
its stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of the law, (iii) under Section
174 of the DGCL or (iv) for any transaction from which the director derived an
improper personal benefit.

         Article XI of the Registrant's By-Laws provides that each person who
was or is made a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative, by reason of the fact that he is or was a
director, officer, employee or agent of the Registrant or is or was serving at
the request of the Registrant as a director, officer, employee or agent of
another corporation or of a partnership, joint venture, trust or other
enterprise, whether the basis of such proceeding is alleged action in an
official capacity as a director, officer, employee or agent or in any other
capacity while serving as a director, officer, employee or agent, shall be
indemnified and held harmless by the Registrant to the fullest extent authorized
by the DGCL, as the same exists or may hereafter be amended, against all
expense, liability and loss (including attorneys' fees, judgments, fines, ERISA
excise taxes or penalties and amounts paid in settlement) reasonably incurred or
suffered by such indemnitee in connection therewith. Such indemnification shall
continue as to an indemnitee who has ceased to be a director, officer, employee
or agent and shall inure to the benefit of the indemnitee's heirs, executors and
administrators.

         The Company entered into indemnification agreements with each of its
current directors and officers, which provide for indemnification of, and
advancement of expenses to, such persons to the greatest extent permitted by
Delaware law, including by reason of action or inaction occurring in the past,
and circumstances in which indemnification and advancement of expenses to such
persons are permitted or are discretionary to the greatest extent under Delaware
law.

         The Company also maintains directors' and officers' liability insurance
coverage which insures directors and officers of the Company against certain
losses arising out of claims made by reason of their being directors and
officers of the Company.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

          Not applicable.

ITEM 8.   EXHIBITS.

          Exhibit
          Number                   Description
          -------                  -----------

          5.1            Opinion of Tashlik, Kreutzer & Goldwyn P.C. to the
                         legality of the shares being registered

          23.1           Consent of Richard A. Eisner & Company, LLP

          23.2           Consent of Tashlik, Kreutzer & Goldwyn P.C. (included
                         in Exhibit 5.1)

          99.0           Copy of Hi-Tech Pharmacal Co., Inc. Amended and
                         Restated Stock Option Plan (Filed as an exhibit to 
                         Hi-Tech Pharmacal Co., Inc. Proxy Statement, dated 
                         September 22, 1994 and incorporated herein by 
                         reference)

          99.1           Copy of Hi-Tech Pharmacal Co., Inc. Stock Option
                         Agreement (Filed as Exhibit 10.2 to the Hi-Tech 
                         Pharmacal Co., Inc. Registration Statement on Form S-1
                         (No. 33-47860) and incorporated herein by reference)

          99.2           Copy of Hi-Tech Pharmacal Co., Inc. 1994 Directors
                         Stock Option Plan (Filed as Exhibit 10.3 to Hi-Tech
                         Pharmacal Co., Inc. Quarterly Report on Form 10-QSB
                         for the quarterly period ended October 31, 1994 and
                         incorporated herein by reference)
99.3           Copy of Form of Hi-Tech Pharmacal Co., Inc. Directors 
                         Stock Option Agreement

ITEM 9.   UNDERTAKINGS.

         (a) The undersigned Registrant hereby undertakes:

         (1) 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 this 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
          a 20% change in the maximum aggregate offering price set forth in the
          "Calculation of Registration Fee" table in the effective registration
          fee.

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

          provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this
          section 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(a) or Section
          15(d) of the Securities Exchange Act of 1934 that are incorporated by
          reference in this Registration Statement.

         (2) That, for the purposes 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.
(3) 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.

         (b) 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 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to 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 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.

         (c) The undersigned Registrant hereby undertakes to deliver or cause to
be delivered with the prospectus to each person to whom the prospectus is sent
or given, the latest annual report to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and where interim financial information required to be presented by
Article 3 of Regulation S-X is not presented in the prospectus, to deliver or
cause to be delivered to each person to whom the prospectus is sent or given,
the latest quarterly report that is specifically incorporated in the prospectus
to provide such interim information.

         (d) 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 Securities and
Exchange 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.
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 the Village of Amityville, State of New York, on the 11th day of
September, 1997.

                                             HI-TECH PHARMACAL CO., INC.

                                             By:/s/Bernard Seltzer
                                             -----------------------------------
                                             Bernard Seltzer, Chairman of the
                                             Board, Chief Executive Officer,
                                             President and Director

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated.

/s/Bernard Seltzer
----------------------------
Bernard Seltzer               Chairman of the Board,        September 11, 1997
                              Chief Executive Officer,
                              President and Director

/s/David S. Seltzer
----------------------------
David S. Seltzer              Executive Vice President      September 11, 1997
                              - Administration and Chief
                              Operating Officer, Secretary
                              and Treasurer and Director

/s/Arthur S. Goldberg
----------------------------
Arthur S. Goldberg            Vice President - Finance      September 11, 1997
                              and Chief Financial Officer

----------------------------
Reuben Seltzer                Director                      September __, 1997

/s/Martin M. Goldwyn
----------------------------
Martin M. Goldwyn             Director                      September 11, 1997

----------------------------
Yashar Hirshaut, M.D.         Director                      September ___, 1997
EXHIBIT INDEX
                                  -------------

                                                                 Sequentially
                                                                 Numbered Pages
                                                                 --------------
     
Exhibit 5.1 Opinion of Tashlik, Kreutzer & Goldwyn PC............Page 11

Exhibit 23.1 Consent of Independent Auditors.....................Page 14

Exhibit 23.2 Consent of Counsel..................................Page 16

Exhibit 99.0 Copy of Hi-Tech Pharmacal Co., Inc. Amended
         and Restated Stock Option Plan (Filed as an exhibit to
         Hi-Tech Pharmacal Co., Inc. Proxy Statement, dated
         September 22, 1994) and incorporated herein by
         reference

Exhibit 99.1 Copy of Hi-Tech Pharmacal Co., Inc. Stock
         Option Agreement (Filed as Exhibit 10.2 to the Hi-Tech
         Pharmacal Co., Inc. Registration Statement on Form
         S-1 (No. 33-47860) and incorporated herein by
         reference

Exhibit 99.2 Copy of Hi-Tech Pharmacal Co., Inc. 1994
         Directors Stock Option Plan (Filed as Exhibit 10.3 to
         Hi-Tech Pharmacal Co., Inc. Quarterly Report on Form
         10-QSB for the quarterly period ended October 31,
         1994) and incorporated herein by reference

Exhibit 99.3 Form of Hi-Tech Pharmacal Co., Inc. 1994
         Directors Stock Option Agreement.........................Page 18
EXHIBIT 5.1
TASHLIK, KREUTZER & GOLDWYN P.C.
                             833 NORTHERN BOULEVARD
                           GREAT NECK, NEW YORK 11021

                                             September 11, 1997

Hi-Tech Pharmacal Co., Inc.
369 Bayview Avenue
Amityville, New York 11701

Gentlemen:

         This opinion and the consent to use of our name are furnished in
connection with the Registration Statement on Form S-8 (the "Registration
Statement") to be filed with the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the "Act") by Hi-Tech Pharmacal Co., Inc.,
a Delaware corporation (the "Company"), for registration under the Act of
775,000 shares of common stock, par value $.01 per share (the "Common Stock"),
of which 548,700 shares will be issuable upon the exercise of options granted
under the Company's Amended and Restated Stock Option Plan (the "Plan") and
25,500 shares will be issuable upon the exercise of options granted under
the Company's 1994 Directors Stock Plan (the "Directors Plan" and, together
with the "Plan", the "Plans").

         We have acted as counsel to the Company and have participated in the
preparation and filing of the aforementioned Registration Statement. As such
counsel, we have examined the Certificate of Incorporation and By-Laws of the
Company, the proceedings taken by the Company with respect to the filing of such
Registration Statement and such other documents as we have deemed necessary and
appropriate.

          Based upon the foregoing, we are of the opinion that:

         1. The Company has been duly incorporated and is validly existing under
the laws of the State of Delaware.

         2. The 775,000 shares of Common Stock covered by the Registration
Statement have been duly authorized and, when issued, sold and paid for in
accordance with the Plans will be duly and validly issued, fully paid and
non-assessable.

         Certain members of this firm are stock option holders of the Company.
Hi-Tech Pharmacal Co., Inc.
September 11, 1997
Page 2

         We hereby consent to the use of this opinion as an Exhibit to the
aforementioned Registration Statement and to the use of our name in the
Registration Statement.

                                             Very truly yours,

                                             /s/Tashlik, Kreutzer & Goldwyn P.C.

TK&G:pc
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS

We consent to the incorporation by reference in the registration statement on
Form S-8 of Hi-Tech Pharmacal Co., Inc. and subsidiary (the "Company") of our
report dated July 29, 1997 relating to the consolidated balance sheets of the
Company as of April 30, 1997 and April 30, 1996 and the related consolidated
statements of operations, changes in stockholders' equity and cash flows for the
years then ended, included in the Company's annual report on Form 10-KSB for the
fiscal year ended April 30, 1997.

/s/Richard A. Eisner & Company, LLP

New York, New York
September 10, 1997
EXHIBIT 23.2
CONSENT OF COUNSEL

         The consent of Tashlik, Kreutzer & Goldwyn P.C. is contained in their
opinion filed as Exhibit 5.1.
EXHIBIT 99.3
FORM OF 1994 DIRECTORS STOCK OPTION AGREEMENT

         Hi-Tech Pharmacal Co., Inc. (the "Company"), in consideration of the
value of the continuing services of ____________________ (hereinafter called
"Optionee"), which continuing services the grant of this option is designed to
secure, and in consideration of the undertaking made herein by Optionee, and
pursuant to its 1994 Directors Stock Option Plan (the "Plan"), hereby grants to
Optionee an option, evidenced by this option agreement, exercisable for the
period and upon the terms hereinafter set forth, to purchase
__________________________ (_______) shares of Common Stock ("Common Stock") of
the Company at a price of $_______ per share.

     1.   Term of Option.

         (a) This option is granted as of the date the Committee makes the Grant
(sometimes hereinafter called the "Date of Grant") and will terminate and
expire, to the extent not previously exercised, ten (10) years after the Date of
Grant, or at such earlier time as may be specified in Section 4 and 6 hereof.

         (b) Except as otherwise provided in this Option Agreement, Optionee
shall have the right to acquire Option Shares under this Option Agreement as
follows:

                    (i) As of the first anniversary of the Date of Grant and
               thereafter, Optionee may exercise rights to acquire 25% of the
               Option Shares;

                    (ii) As of each of the first, second and third anniversaries
               of the Date of Grant, Optionee may exercise rights to acquire an
               additional 25% of the Option Shares on a cumulative basis.

         2. Non-Transferability. This option is not assignable or transferable
otherwise than by will or by the laws of descent and distribution. During the
lifetime of the Optionee, this option shall be exercisable only by him.

         3. Manner of Exercise. The Optionee (or other person entitled to
exercise this option) shall purchase shares of stock of the Company subject
hereto by the payment to the Company of the purchase price in full and the
amount of employment tax and withholding tax due, if any, upon the exercise of
the option (i) by certified or official bank check, (ii) by the delivery of a
number of shares of Common Stock (plus cash if necessary) having a fair market
value equal to the amount of such purchase price and employment and withholding
tax, or (iii) by delivery of the equivalent thereof acceptable to the Company.
This option may be exercised from time to time by written notice to the Company
stating the full number of shares with respect to which this option is being
exercised and the time of delivery thereof, which shall be at least fifteen days
after the giving of notice unless an earlier date shall have been mutually
agreed upon by the Optionee (or other person entitled to exercise this option)
and the Company, accompanied by full payment for the shares as described in the
first sentence of this Section 3. The Company will, as soon as is reasonably
possible, notify the Optionee of the amount of employment tax and other
withholding tax, if any, that must be paid under federal, state and local law
due to the exercise of the option. The Company shall have no obligation to
deliver certificates for the shares purchased until the Optionee pays to the
Company the purchase price in full and the amount of employment tax and
withholding tax specified in the Company's notice, which payment shall be
effected as described in this Section 3 by payment terms set forth in the first
sentence of this Section 3. At the time of delivery, the Company shall, without
transfer or issue tax to the Optionee (or other person entitled to exercise this
option) deliver at the principal office of the Company, or at such other place
as shall be mutually agreed upon, a certificate or certificates for such shares,
provided, however, that the time of delivery may be postponed by the Company for
such period as may be required for it to comply with reasonable diligence with
any requirements of law.

     4.   Termination of Relationship.

         (a) In the event that Optionee shall die before he ceases to be a
director of the Company, or if Optionee ceases to be a director of the Company
because Optionee has become disabled within the meaning of section 105(d)(4) of
the Internal Revenue Code of 1986, as amended, this option shall continue to
vest in accordance with the Plan and this option agreement for a period of
twelve months from the date of death of Optionee or the date he ceases to be a
director of the Company due to disability, and Optionee, his estate or
beneficiary shall have the right to exercise this option at any time within such
twelve month period (if otherwise within the term of the option).
Notwithstanding the foregoing, the provisions of this Section 4(a) shall be
subject to Sections 1(a) and 6 hereof and Section 4(j) of the Plan, which may
earlier terminate the option.

         (b) In the event that the Optionee retires from service as a director
of the Company in accordance with the Company's retirement policies in effect
from time to time, this option shall continue to vest during the lifetime of the
Optionee in accordance with the terms of the Plan and this Option Agreement and
may be exercised at any time during the remaining term of the option. If
Optionee dies subsequent to his retirement during the term of this option, this
option shall continue to vest in accordance with the Plan and this option
agreement and may be exercised within twelve months of Optionee's death (if
otherwise within the option period), but not thereafter. Notwithstanding the
foregoing, the provisions of this Section 4(b) shall be subject to Sections
1(a), 6 and Section 4(j) of the Plan which may earlier terminate the option.

         (c) In the event that Optionee ceases to be a director of the Company,
and the provisions of Sections 4(a) and 4(b) hereof and Section 4(j) of the Plan
do not apply, this option may be exercised, to the extent the option could be
exercised immediately prior to cessation, at any time within nine months after
the date of such cessation (if otherwise within the option period).

         5. Adjustments on Recapitalization. The aggregate number of shares of
Common Stock subject hereto and the exercise price per share shall be
proportionately adjusted for any increase or decrease in the number of issued
shares of the Common Stock resulting from the subdivision or consolidation of
shares after the Date of Grant, the payment of a stock dividend in shares of
Common Stock after the Date of Grant, or other decrease or increase in the
shares of Common Stock outstanding effected after the Date of Grant without
receipt of consideration by the Company; provided, however, that any option to
purchase fractional shares resulting from such adjustments shall be eliminated.

         6. Adjustments on Reorganization. If the Company shall at any time
participate in a reorganization to which Section 425(a) of the Code applies and
(A) the Company is not the surviving entity or (B) the Company is the surviving
entity and the shareholders of Common Stock are required to exchange their
shares for property and/or securities, the Company shall give Optionee written
notice of such fact on or before fifteen (15) days before such reorganization;
and this option shall be exercisable in full after receipt of such notice and
prior to such reorganization; however, options not exercised prior to such
reorganization shall expire on the occurrence of such reorganization. A sale of
all or substantially all the assets of the Company for a consideration (apart
from the assumption or obligations) consisting primarily of securities shall be
deemed a reorganization for the foregoing purposes. Notwithstanding the
foregoing, the provisions of this Section 6 shall be subject to Section 1(a).

         7. Subject to Plan. This option is subject to all the terms and
conditions of the Plan, and specifically to the power of the Committee (as
defined in the Plan) to make interpretations of the Plan and of options granted
thereunder, and of the Board of Directors of the Company to alter, amend,
suspend or discontinue the Plan subject to the limitations expressed in the
Plan. By acceptance hereof, Optionee acknowledges receipt of a copy of the Plan
and recognizes and agrees that all determinations, interpretations or other
actions respecting the Plan may be made by a majority of the Board of Directors
of the Company or of the Committee, and that such determinations,
interpretations or other actions are final, conclusive and binding upon all
parties, including Optionee. Capitalized terms used but not otherwise defined in
this option agreement shall have the meanings ascribed to them by the Plan.

         IN WITNESS WHEREOF, this Option Agreement is executed as of the ___
day of _____________, 199___.

                                             HI-TECH PHARMACAL CO., INC.

                                             By:_____________________________
                                             Name:___________________________
                                             Title:____________________________

         The undersigned Optionee hereby accepts the benefits of the foregoing
Directors Stock Option Agreement.

                                             --------------------------------
                                             _________________, Optionee