Registration No. __________________    


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

                                FORM S-8
                                --------
                         REGISTRATION STATEMENT
                         ----------------------
                                  UNDER
                                  -----
                       THE SECURITIES ACT OF 1933
                       --------------------------
                                                         
               --------------------------------------------
                        FOREST LABORATORIES, INC.
                        -------------------------
           (Exact Name of Issuer as specified in its Charter)

          DELAWARE                                   11-1798614
(State of other jurisdiction of                   (I.R.S. Employer
incorporation or organization)                    Identification No.)

                            909 THIRD AVENUE
                        NEW YORK, NEW YORK  10022
                (Address of principal executive offices)

                ----------------------------------------                       

                         1998 STOCK OPTION PLAN
                         ----------------------

                ----------------------------------------                       
                        (Full title of the plan)

                           KENNETH E. GOODMAN
                           ------------------
                        FOREST LABORATORIES, INC.
                            909 THIRD AVENUE
                        NEW YORK, NEW YORK 10022
                (Name and address for agent for service)

                             (212) 224-6707
       Telephone Number, including area code, of agent for service


<TABLE>
                             CALCULATION OF REGISTRATION FEE
============================================================================================

Title of                                    Proposed         Proposed Maximum   Amount of
Securities           Amount to be           Maximum Price    Aggregate          Registration
to be registered     Registered             Per Share<F1>*   Offering Price<F1>*    Fee     
--------------------------------------------------------------------------------------------       
<S>                  <C>                    <C>              <C>                <C>

Common Stock          4,000,000 shares      $37.6875           $150,750,000       $44,471

============================================================================================

<FN>
-------------------------                       
<F1>*  Estimated solely for the purpose of calculating the registration
       fee, based on the closing price of the Company's Common Stock on the
       American Stock Exchange on October 13, 1998.

</FN>
</TABLE>

<PAGE>
<PAGE>

                                 PART II
                                 -------
          INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
          --------------------------------------------------


ITEM 3.     INCORPORATION OF DOCUMENTS BY REFERENCE.

       The following documents filed with the Securities and
Exchange Commission are incorporated herein by reference:
          
                 (a) The Annual Report of Forest
            Laboratories, Inc. (the "Company") for the
            fiscal year ended March 31, 1998 filed
            pursuant to Section 13(a) of the Securities
            Exchange Act of 1934.

                 (b)  All other reports of the Company filed
            pursuant to Section 13(a) or 15(d) of the
            Securities Exchange Act of 1934 since the end of
            the fiscal year ended March 31, 1998.

                 (c) The description of the Company's Common
            Stock contained in the Prospectus filed with the
            Commission on April 26, 1989 as part of Amendment
            No. 2 of the Company's Registration Statement on
            Form S-4, Registration No. 33-26954.

            All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of
1934, as amended, prior to the filing of a post-effective amendment
indicating that all securities offered hereby have been sold or
deregistering all such securities then unsold, shall be deemed to be
incorporated by reference into this Registration Statement and to be a
part hereof from the date of filing of such documents.

ITEM 4.     DESCRIPTION OF SECURITIES.

            Not Applicable.

ITEM 5.     INTERESTS OF NAMED EXPERTS AND COUNSEL.

            None.

ITEM 6.     INDEMNIFICATION OF DIRECTORS AND OFFICERS.

            Paragraph TWELFTH of the Company's Certificate of
Incorporation contains the following provisions with respect to
indemnification of directors and officers:

                 "TWELFTH: (a) The Corporation shall
            indemnify any and all of its directors or
            officers or former directors or officers or
            any person who may have served at its request
            as a director or officer of another

                               II - 1

<PAGE>
            corporation in which it is a creditor against
            expenses actually and necessarily incurred by
            them in connection with the defense of any
            action, suit or proceeding in which they, or
            any of them, are made parties, or a party, by
            reason of being or having been directors or
            officers or a director or officer of the
            Corporation, or of such other corporation,
            except in relation to matters as to which any
            such director or officer or former director or
            officer or person shall be adjudged in such
            action, suit or proceeding to be liable for
            negligence or misconduct in the performance of
            duty.  Such indemnification shall not be
            deemed exclusive of any other rights to which
            those indemnified may be entitled, under any
            by-law, agreement, vote of stockholders, or
            otherwise.

                 (b) No person serving as a director of
            the Corporation shall be liable to the
            Corporation or its shareholders for monetary
            damages for breach of fiduciary duty as a
            director, provided that this provision shall
            not eliminate or limit the liability of a
            director (i) for any breach of the director's
            duty of loyalty to the Corporation or its
            stockholders, (ii) for acts or omissions not
            in good faith or which involve intentional
            misconduct or a knowing violation of law,
            (iii) under section 174 of the Delaware
            General Corporation Law, or (iv) for any
            transaction from which the director derived an
            improper personal benefit.

            Insofar as indemnification for liabilities arising under
the Securities Act of 1933, as amended, may be permitted to directors,
officers or persons controlling the Company pursuant to the foregoing
provisions, the Company has been informed that, in the opinion of the
Securities and Exchange Commission, such indemnification is against
public policy as expressed in the Securities Act of 1933 and is
therefore unenforceable.  Furthermore, the Company has given certain
undertakings with respect to indemnification in connection with this
Registration Statement.

ITEM 7.     EXEMPTION FROM REGISTRATION CLAIMED.

            Not applicable.


                                   II - 2

PAGE
<PAGE>

ITEM 8.     EXHIBITS.

Exhibit No. Exhibit
----------- -------
3.1         Amended and Restated By-Laws of the Company, as amended on
            September 30, 1994.  (Incorporated herein by reference to
            Exhibit 2 to the Company's Current Report on Form 8-K,
            filed on October 17, 1994.)

4.1         Relevant portion of the Company's Certificate of
            Incorporation, as amended, defining the rights of holders
            of the Company's Common Stock.  (Incorporated herein by
            reference to Exhibit 4.1 to the Company's Registration
            Statement on Form S-8, Registration No. 33-7633, filed on
            November 30, 1990.)

4.2         Certificate of Amendment of Certificate of Incorporation of
            the Company, filed on August 21, 1998.

5.1         Opinion of Dornbush Mensch Mandelstam & Schaeffer, LLP as
            to the legality of the securities issued under the 1998
            Plan.

24.1        Consent of BDO Seidman, LLP, independent certified public
            accountants to the Company.

24.2        Consent of Dornbush Mensch Mandelstam & Schaeffer, LLP,
            counsel to the Company - contained in Exhibit 5.1.

28.1        The 1998 Plan, approved by Stockholders on August 21, 1998. 
            (Incorporated herein by reference to Exhibit A to the
            Company's Proxy Statement relating to its 1998 Annual
            Meeting of Stockholders.)

ITEM 9.     UNDERTAKINGS.

            (a)  The undersigned Company hereby undertakes:

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

                 (2)       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.

                 (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.


                              II - 3

<PAGE>
            (b)  The undersigned Company hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933,
each filing of the Company's annual report pursuant to Section 13(a) or
Section 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)  Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers, and controlling persons of the Company pursuant to the
foregoing provisions, or otherwise, the Company 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 payment by the
Company of expenses paid or incurred by a director, officer or
controlling person of the Company 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 Company 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.




                                 II - 4



PAGE
<PAGE>
 
                                   SIGNATURES
                                   ----------

            Pursuant to the requirements of the Securities Act of 1933,
the Company certified 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 City of New York and
State of New York, on the 14th day of October, 1998.


                                     FOREST LABORATORIES, INC.


                                     By: s/ Howard Solomon          
                                         -----------------------------
                                         Howard Solomon,
                                         President, Chief Executive
                                         Officer and Director



                          POWER OF ATTORNEY
                          -----------------

            KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
            ----------------------------------
signature appears below constitutes and appoints Howard Solomon and
Kenneth E. Goodman, and each of them, his true and lawful attorney-in-fact
and agent, with full power of substitution and resubstitution, for
him and in his name, place and stead, in any and all capacities, to
sign any and all amendments (including post-effective amendments) to
this registration statement and all documents relating 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 attorneys-in-fact and agents, and each of them, full
power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully
to all intents and purposes as each might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or
any of them or their substitutes may lawfully do or cause to be done by
virtue hereof.

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


                                   II - 5
PAGE
<PAGE>



  
 SIGNATURE                      TITLE                        DATE
 ---------                      -----                        ----

PRINCIPAL EXECUTIVE OFFICER:
---------------------------

s/ Howard Solomon             President, Chief            October 14, 1998
-------------------------     Executive Officer
Howard Solomon                and Director
                              


PRINCIPAL FINANCIAL AND
-----------------------
ACCOUNTING OFFICER:
------------------

s/ Kenneth E. Goodman         Executive Vice               October 14, 1998
-------------------------     President-Operations,
Kenneth E. Goodman            Chief Financial
                              Officer and Director


DIRECTORS:
---------

s/ George S. Cohan             Director                     October 14, 1998
-------------------------
George S. Cohan



s/ William J. Candee           Director                     October 14, 1998
-------------------------
William J. Candee



s/Dan L. Goldwasser            Director                     October 14, 1998
-------------------------
Dan L. Goldwasser



s/ Lester B. Salans, M.D.      Director                     October 14, 1998
--------------------------
Lester B. Salans, M.D.



s/ Phillip M. Satow            Executive Vice               October 14, 1998
---------------------------    President and
Phillip M. Satow               Director


                                       II - 6
PAGE
<PAGE>

<TABLE>
                             EXHIBIT INDEX
                             -------------

EXHIBIT                                                CONSECUTIVELY
NUMBER         EXHIBIT                                 NUMBERED PAGE  
-------        -------                                 -------------
<S>            <C>                                     <C>

 4.2           Amendment to Charter.                        II-8


 5.1           Opinion of Dornbush Mensch Mandelstam        II-9
               & Schaeffer, LLP, including consent of
               such counsel.


24.1           Consent of BDO Seidman, LLP.                 II-10 


</TABLE>
                                 II - 7
PAGE
<PAGE>
                                                      EXHIBIT 4.2

                      CERTIFICATE OF AMENDMENT
                      ------------------------
                                  OF
                                  --
                    CERTIFICATE OF INCORPORATION
                    ----------------------------
                                 OF
                                 --

                      FOREST LABORATORIES, INC.
                      -------------------------                                 

                         -------------------

          I, KENNETH E. GOODMAN, Executive Vice President-Operations
             ------------------
and Chief Financial Officer of FOREST LABORATORIES, INC., a Delaware
                               --------------------------
corporation, do hereby certify that:

          FIRST:    The name of the Corporation is FOREST
          -----                                    ------
LABORATORIES, INC.  The date of filing of its Certificate of
-----------------
Incorporation in the State of Delaware was April 11, 1956.

          SECOND:   The first paragraph of Article FOURTH of the
          ------                                   ------
Corporation's Certificate of Incorporation is hereby amended to read

in its entirety as follows:

               "FOURTH: The total number of shares of stock
                ------
          which the Corporation is authorized to issue is
          501,000,000, of which 500,000,000 shares of the
          par value of $.10 per share are to be Common
          Stock, and 1,000,000 shares of the par value of
          $1.00 per share are to be Preferred Stock ("Series
          Preference Stock")."

          THIRD:    This amendment has been duly adopted in accordance
          -----
with the provisions of Section 242 of the General Corporation Law.

          FOURTH:   This amendment shall become effective on the date
          ------
of filing.

          IN WITNESS WHEREOF, I have signed this Certificate the 21st
          ------------------
day of August, 1998.

                                   s/ Kenneth E. Goodman               
                                   -----------------------------------
                                   KENNETH E. GOODMAN,  
                                   ------------------
                                   Executive Vice President-Operations
                                   and Chief Financial Officer


                            II - 8
PAGE
<PAGE>
                           

                                                          EXHIBIT 5.1
                                                          -----------

             DORNBUSH MENSCH MANDELSTAM & SCHAEFFER, LLP
             ------------------------------------------
                          747 THIRD AVENUE
                          ----------------
                      NEW YORK, NEW YORK 10017
                      ------------------------



                                        October 14, 1998



Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549

               Re:  Forest Laboratories, Inc.
                    Registration Statement on Form S-8
                    ----------------------------------                    

Gentlemen:

     We have been requested by Forest Laboratories, Inc., a Delaware
corporation (the "Company"), to furnish you with our opinion as to the
matters hereinafter set forth in connection with the above-captioned
registration statement (the "Registration Statement") covering an
aggregate of 4,000,000 shares of the Company's common stock, par value
$.10 per share (the "Common Stock"), offered on behalf of the Company
(the "Shares") in connection with the 1998 Stock Option Plan.

     In connection with this opinion, we have examined the Registration
Statement and the Company's Certificate of Incorporation and By-laws, as
amended to date, the 1998 Stock Option Plan, copies of the records of
corporate proceedings of the Company, and such other documents as we
have deemed necessary to enable us to render the opinion hereinafter
expressed.

     Based upon and subject to the foregoing, we are of the opinion that
the Shares, when sold in the manner described in the Registration
Statement, will be legally issued, fully paid and non-assessable.

     We render no opinion as to the laws of any jurisdiction other than
the internal laws of the State of New York and the internal corporate
law of the State of Delaware.

     We hereby consent to the use of this opinion as an exhibit to the
Registration Statement and to the reference to our name under the
caption "Legal Opinions" in the prospectus included in the Registration
Statement.

                                        Very truly yours,


                         s/ Dornbush Mensch Mandelstam & Schaeffer, LLP
                         ----------------------------------------------
                         DORNBUSH MENSCH MANDELSTAM & SCHAEFFER, LLP   


                                 II - 9
PAGE
<PAGE>
                                                           EXHIBIT 24.1
                                                           ------------



                    CONSENT OF INDEPENDENT AUDITORS
                    -------------------------------
           

        We hereby consent to the incorporation by reference in the
Registration Statement on Form S-8 of our reports dated April 30, 1998,
relating to the consolidated financial statements and schedule of Forest
Laboratories, Inc. appearing in or incorporated by reference to the
Company's Annual Report on Form 10-K for the year ended March 31, 1998.




                                      S/ BDO Seidman, LLP              
                                      ---------------------------------
                                      BDO SEIDMAN, LLP





New York, New York
October 14, 1998





                                   II - 10

<PAGE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 22693}]
{"company-data": {"conformed-name": "FOREST LABORATORIES INC", "cik": "0000038074", "assigned-sic": "2834", "irs-number": "111798614", "state-of-incorporation": "DE", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-65715", "film-number": "98726189"}, "business-address": {"street1": "909 THIRD AVENUE", "city": "NEW YORK", "state": "NY", "zip": "10022", "phone": "2124217850"}, "mail-address": {"street1": "909 THIRD AVENUE", "city": "NEW YORK", "state": "NY", "zip": "10022"}}
Registration No. __________________    

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

                                FORM S-8
                                --------
                         REGISTRATION STATEMENT
                         ----------------------
                                  UNDER
                                  -----
                       THE SECURITIES ACT OF 1933
                       --------------------------
                                                         
               --------------------------------------------
                        FOREST LABORATORIES, INC.
                        -------------------------
           (Exact Name of Issuer as specified in its Charter)

          DELAWARE                                   11-1798614
(State of other jurisdiction of                   (I.R.S. Employer
incorporation or organization)                    Identification No.)

                            909 THIRD AVENUE
                        NEW YORK, NEW YORK  10022
                (Address of principal executive offices)

                ----------------------------------------                       

                         1998 STOCK OPTION PLAN
                         ----------------------

                ----------------------------------------                       
                        (Full title of the plan)

                           KENNETH E. GOODMAN
                           ------------------
                        FOREST LABORATORIES, INC.
                            909 THIRD AVENUE
                        NEW YORK, NEW YORK 10022
                (Name and address for agent for service)

                             (212) 224-6707
       Telephone Number, including area code, of agent for service

                             CALCULATION OF REGISTRATION FEE
============================================================================================

Title of                                    Proposed         Proposed Maximum   Amount of
Securities           Amount to be           Maximum Price    Aggregate          Registration
to be registered     Registered             Per Share
*   Offering Price
*    Fee     
--------------------------------------------------------------------------------------------
Common Stock          4,000,000 shares      $37.6875           $150,750,000       $44,471

============================================================================================
-------------------------
*  Estimated solely for the purpose of calculating the registration
       fee, based on the closing price of the Company's Common Stock on the
       American Stock Exchange on October 13, 1998.
PART II
                                 -------
          INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
          --------------------------------------------------

ITEM 3.     INCORPORATION OF DOCUMENTS BY REFERENCE.

       The following documents filed with the Securities and
Exchange Commission are incorporated herein by reference:
          
                 (a) The Annual Report of Forest
            Laboratories, Inc. (the "Company") for the
            fiscal year ended March 31, 1998 filed
            pursuant to Section 13(a) of the Securities
            Exchange Act of 1934.

                 (b)  All other reports of the Company filed
            pursuant to Section 13(a) or 15(d) of the
            Securities Exchange Act of 1934 since the end of
            the fiscal year ended March 31, 1998.

                 (c) The description of the Company's Common
            Stock contained in the Prospectus filed with the
            Commission on April 26, 1989 as part of Amendment
            No. 2 of the Company's Registration Statement on
            Form S-4, Registration No. 33-26954.

            All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of
1934, as amended, prior to the filing of a post-effective amendment
indicating that all securities offered hereby have been sold or
deregistering all such securities then unsold, shall be deemed to be
incorporated by reference into this Registration Statement and to be a
part hereof from the date of filing of such documents.

ITEM 4.     DESCRIPTION OF SECURITIES.

            Not Applicable.

ITEM 5.     INTERESTS OF NAMED EXPERTS AND COUNSEL.

            None.

ITEM 6.     INDEMNIFICATION OF DIRECTORS AND OFFICERS.

            Paragraph TWELFTH of the Company's Certificate of
Incorporation contains the following provisions with respect to
indemnification of directors and officers:

                 "TWELFTH: (a) The Corporation shall
            indemnify any and all of its directors or
            officers or former directors or officers or
            any person who may have served at its request
            as a director or officer of another

                               II - 1
corporation in which it is a creditor against
            expenses actually and necessarily incurred by
            them in connection with the defense of any
            action, suit or proceeding in which they, or
            any of them, are made parties, or a party, by
            reason of being or having been directors or
            officers or a director or officer of the
            Corporation, or of such other corporation,
            except in relation to matters as to which any
            such director or officer or former director or
            officer or person shall be adjudged in such
            action, suit or proceeding to be liable for
            negligence or misconduct in the performance of
            duty.  Such indemnification shall not be
            deemed exclusive of any other rights to which
            those indemnified may be entitled, under any
            by-law, agreement, vote of stockholders, or
            otherwise.

                 (b) No person serving as a director of
            the Corporation shall be liable to the
            Corporation or its shareholders for monetary
            damages for breach of fiduciary duty as a
            director, provided that this provision shall
            not eliminate or limit the liability of a
            director (i) for any breach of the director's
            duty of loyalty to the Corporation or its
            stockholders, (ii) for acts or omissions not
            in good faith or which involve intentional
            misconduct or a knowing violation of law,
            (iii) under section 174 of the Delaware
            General Corporation Law, or (iv) for any
            transaction from which the director derived an
            improper personal benefit.

            Insofar as indemnification for liabilities arising under
the Securities Act of 1933, as amended, may be permitted to directors,
officers or persons controlling the Company pursuant to the foregoing
provisions, the Company has been informed that, in the opinion of the
Securities and Exchange Commission, such indemnification is against
public policy as expressed in the Securities Act of 1933 and is
therefore unenforceable.  Furthermore, the Company has given certain
undertakings with respect to indemnification in connection with this
Registration Statement.

ITEM 7.     EXEMPTION FROM REGISTRATION CLAIMED.

            Not applicable.

                                   II - 2

PAGE
ITEM 8.     EXHIBITS.

Exhibit No. Exhibit
----------- -------
3.1         Amended and Restated By-Laws of the Company, as amended on
            September 30, 1994.  (Incorporated herein by reference to
            Exhibit 2 to the Company's Current Report on Form 8-K,
            filed on October 17, 1994.)

4.1         Relevant portion of the Company's Certificate of
            Incorporation, as amended, defining the rights of holders
            of the Company's Common Stock.  (Incorporated herein by
            reference to Exhibit 4.1 to the Company's Registration
            Statement on Form S-8, Registration No. 33-7633, filed on
            November 30, 1990.)

4.2         Certificate of Amendment of Certificate of Incorporation of
            the Company, filed on August 21, 1998.

5.1         Opinion of Dornbush Mensch Mandelstam & Schaeffer, LLP as
            to the legality of the securities issued under the 1998
            Plan.

24.1        Consent of BDO Seidman, LLP, independent certified public
            accountants to the Company.

24.2        Consent of Dornbush Mensch Mandelstam & Schaeffer, LLP,
            counsel to the Company - contained in Exhibit 5.1.

28.1        The 1998 Plan, approved by Stockholders on August 21, 1998. 
            (Incorporated herein by reference to Exhibit A to the
            Company's Proxy Statement relating to its 1998 Annual
            Meeting of Stockholders.)

ITEM 9.     UNDERTAKINGS.

            (a)  The undersigned Company hereby undertakes:

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

                 (2)       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.

                 (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.

                              II - 3
(b)  The undersigned Company hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933,
each filing of the Company's annual report pursuant to Section 13(a) or
Section 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)  Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers, and controlling persons of the Company pursuant to the
foregoing provisions, or otherwise, the Company 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 payment by the
Company of expenses paid or incurred by a director, officer or
controlling person of the Company 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 Company 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.

                                 II - 4

PAGE
SIGNATURES
                                   ----------

            Pursuant to the requirements of the Securities Act of 1933,
the Company certified 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 City of New York and
State of New York, on the 14th day of October, 1998.

                                     FOREST LABORATORIES, INC.

                                     By: s/ Howard Solomon          
                                         -----------------------------
                                         Howard Solomon,
                                         President, Chief Executive
                                         Officer and Director

                          POWER OF ATTORNEY
                          -----------------

            KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
            ----------------------------------
signature appears below constitutes and appoints Howard Solomon and
Kenneth E. Goodman, and each of them, his true and lawful attorney-in-fact
and agent, with full power of substitution and resubstitution, for
him and in his name, place and stead, in any and all capacities, to
sign any and all amendments (including post-effective amendments) to
this registration statement and all documents relating 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 attorneys-in-fact and agents, and each of them, full
power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully
to all intents and purposes as each might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or
any of them or their substitutes may lawfully do or cause to be done by
virtue hereof.

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

                                   II - 5
PAGE
SIGNATURE                      TITLE                        DATE
 ---------                      -----                        ----

PRINCIPAL EXECUTIVE OFFICER:
---------------------------

s/ Howard Solomon             President, Chief            October 14, 1998
-------------------------     Executive Officer
Howard Solomon                and Director
                              

PRINCIPAL FINANCIAL AND
-----------------------
ACCOUNTING OFFICER:
------------------

s/ Kenneth E. Goodman         Executive Vice               October 14, 1998
-------------------------     President-Operations,
Kenneth E. Goodman            Chief Financial
                              Officer and Director

DIRECTORS:
---------

s/ George S. Cohan             Director                     October 14, 1998
-------------------------
George S. Cohan

s/ William J. Candee           Director                     October 14, 1998
-------------------------
William J. Candee

s/Dan L. Goldwasser            Director                     October 14, 1998
-------------------------
Dan L. Goldwasser

s/ Lester B. Salans, M.D.      Director                     October 14, 1998
--------------------------
Lester B. Salans, M.D.

s/ Phillip M. Satow            Executive Vice               October 14, 1998
---------------------------    President and
Phillip M. Satow               Director

                                       II - 6
PAGE
EXHIBIT INDEX
                             -------------

EXHIBIT                                                CONSECUTIVELY
NUMBER         EXHIBIT                                 NUMBERED PAGE  
-------        -------                                 -------------
4.2           Amendment to Charter.                        II-8

 5.1           Opinion of Dornbush Mensch Mandelstam        II-9
               & Schaeffer, LLP, including consent of
               such counsel.

24.1           Consent of BDO Seidman, LLP.                 II-10
II - 7
PAGE
EXHIBIT 4.2

                      CERTIFICATE OF AMENDMENT
                      ------------------------
                                  OF
                                  --
                    CERTIFICATE OF INCORPORATION
                    ----------------------------
                                 OF
                                 --

                      FOREST LABORATORIES, INC.
                      -------------------------                                 

                         -------------------

          I, KENNETH E. GOODMAN, Executive Vice President-Operations
             ------------------
and Chief Financial Officer of FOREST LABORATORIES, INC., a Delaware
                               --------------------------
corporation, do hereby certify that:

          FIRST:    The name of the Corporation is FOREST
          -----                                    ------
LABORATORIES, INC.  The date of filing of its Certificate of
-----------------
Incorporation in the State of Delaware was April 11, 1956.

          SECOND:   The first paragraph of Article FOURTH of the
          ------                                   ------
Corporation's Certificate of Incorporation is hereby amended to read

in its entirety as follows:

               "FOURTH: The total number of shares of stock
                ------
          which the Corporation is authorized to issue is
          501,000,000, of which 500,000,000 shares of the
          par value of $.10 per share are to be Common
          Stock, and 1,000,000 shares of the par value of
          $1.00 per share are to be Preferred Stock ("Series
          Preference Stock")."

          THIRD:    This amendment has been duly adopted in accordance
          -----
with the provisions of Section 242 of the General Corporation Law.

          FOURTH:   This amendment shall become effective on the date
          ------
of filing.

          IN WITNESS WHEREOF, I have signed this Certificate the 21st
          ------------------
day of August, 1998.

                                   s/ Kenneth E. Goodman               
                                   -----------------------------------
                                   KENNETH E. GOODMAN,  
                                   ------------------
                                   Executive Vice President-Operations
                                   and Chief Financial Officer

                            II - 8
PAGE
EXHIBIT 5.1
                                                          -----------

             DORNBUSH MENSCH MANDELSTAM & SCHAEFFER, LLP
             ------------------------------------------
                          747 THIRD AVENUE
                          ----------------
                      NEW YORK, NEW YORK 10017
                      ------------------------

                                        October 14, 1998

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549

               Re:  Forest Laboratories, Inc.
                    Registration Statement on Form S-8
                    ----------------------------------                    

Gentlemen:

     We have been requested by Forest Laboratories, Inc., a Delaware
corporation (the "Company"), to furnish you with our opinion as to the
matters hereinafter set forth in connection with the above-captioned
registration statement (the "Registration Statement") covering an
aggregate of 4,000,000 shares of the Company's common stock, par value
$.10 per share (the "Common Stock"), offered on behalf of the Company
(the "Shares") in connection with the 1998 Stock Option Plan.

     In connection with this opinion, we have examined the Registration
Statement and the Company's Certificate of Incorporation and By-laws, as
amended to date, the 1998 Stock Option Plan, copies of the records of
corporate proceedings of the Company, and such other documents as we
have deemed necessary to enable us to render the opinion hereinafter
expressed.

     Based upon and subject to the foregoing, we are of the opinion that
the Shares, when sold in the manner described in the Registration
Statement, will be legally issued, fully paid and non-assessable.

     We render no opinion as to the laws of any jurisdiction other than
the internal laws of the State of New York and the internal corporate
law of the State of Delaware.

     We hereby consent to the use of this opinion as an exhibit to the
Registration Statement and to the reference to our name under the
caption "Legal Opinions" in the prospectus included in the Registration
Statement.

                                        Very truly yours,

                         s/ Dornbush Mensch Mandelstam & Schaeffer, LLP
                         ----------------------------------------------
                         DORNBUSH MENSCH MANDELSTAM & SCHAEFFER, LLP   

                                 II - 9
PAGE
EXHIBIT 24.1
                                                           ------------

                    CONSENT OF INDEPENDENT AUDITORS
                    -------------------------------
           

        We hereby consent to the incorporation by reference in the
Registration Statement on Form S-8 of our reports dated April 30, 1998,
relating to the consolidated financial statements and schedule of Forest
Laboratories, Inc. appearing in or incorporated by reference to the
Company's Annual Report on Form 10-K for the year ended March 31, 1998.

                                      S/ BDO Seidman, LLP              
                                      ---------------------------------
                                      BDO SEIDMAN, LLP

New York, New York
October 14, 1998

                                   II - 10