AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 7, 2003
                                                      REGISTRATION NO. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

                             ABLE LABORATORIES, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

           DELAWARE                                     04-3029787
(STATE OR OTHER JURISDICTION OF             (I.R.S. EMPLOYER IDENTIFICATION NO.)
 INCORPORATION OR ORGANIZATION)

              6 HOLLYWOOD COURT                            02494
         SOUTH PLAINFIELD, NJ 07080                      (ZIP CODE)
  (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

                         NON-PLAN EMPLOYEE STOCK OPTIONS
                            (FULL TITLE OF THE PLAN)

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

                              DHANANJAY G. WADEKAR
                                6 Hollywood Court
                           South Plainfield, NJ 07080
                 (908) 754-2253 / Facsimile No.: (908) 769-9153
 (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
                              OF AGENT FOR SERVICE)

                        COPIES OF ALL COMMUNICATIONS TO:

                             DAVID A. BROADWIN, ESQ.
                                 FOLEY HOAG LLP
                              155 Seaport Boulevard
                           Boston, Massachusetts 02210
                 (617) 832-1000 / Facsimile No.: (617) 832-7000

                         CALCULATION OF REGISTRATION FEE
<TABLE><CAPTION>
============================================================================================
<S>                     <C>             <C>                <C>                    <C>
TITLE OF SECURITIES     AMOUNT TO BE    PROPOSED MAXIMUM   PROPOSED MAXIMUM      AMOUNT OF
TO BE REGISTERED         REGISTERED      OFFERING PRICE   AGGREGATE OFFERING   REGISTRATION
                                            PER SHARE            PRICE             FEE
=================== =================== ================ ===================== =============
Common Stock
($.01 par value)    1,871,602 shares(1)      $3.66(2)        $6,850,063.32       $630.20(2)
============================================================================================
</TABLE>

(1)  Represents shares of Able Laboratories, Inc. common stock issuable upon
     exercise of outstanding stock options.
(2)  In accordance with Rule 457(h) under the Securities Act of 1933, the
     calculation is based on the weighted average exercise price of such
     options.
================================================================================
<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 in this Registration Statement by reference:

     o   Our Annual Report on Form 10-K for the year ended December 31, 2001;

     o   Our Quarterly Report on Form 10-Q for the quarter ended March 31,
         2002;

     o   Our Quarterly Report on Form 10-Q for the quarter ended June 30, 2002;

     o   Our Quarterly Report on Form 10-Q for the quarter ended September 30,
         2002;

     o   Current report on Form 8-K filed with the Securities and Exchange
         Commission on January 17, 2003;

     o   The "Description of Securities" contained in our Registration
         Statement on Form 8-A filed August 19, 1992 together with all
         amendments and reports filed for the purpose of updating that
         description;

     o   All other documents we filed pursuant to Section 13(a) or 15(d) of the
         Exchange Act since the end of the fiscal year covered by the Annual
         Report referred to above; and

     o   All documents subsequently filed by us pursuant to Sections 13(a),
         13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to
         the filing of a post-effective amendment which indicates that all
         securities offered have been sold or which deregisters all securities
         then remaining unsold, shall be deemed to be incorporated by reference
         in this Registration Statement and to be 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.

         The validity of the securities registered hereby is being passed upon
for Able Laboratories, Inc. by Foley Hoag LLP, Boston, Massachusetts. Each of
David A. Broadwin and Gerard P. O'Connor, a partner of the firm, is an assistant
secretary of Able Laboratories, Inc.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         (A) The Company is a Delaware corporation. Section 145 of the Delaware
General Corporation Law, as amended, provides in regard to indemnification of
directors and officers as follows:

                  "(a) A corporation may indemnify any person who was or is 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 (other than
                  an action by or in the right of the corporation) by reason of
                  the fact that he is or was a director, officer, employee or
                  agent of the corporation, or is or was serving at the request
                  of the corporation as a director, officer, employee or agent
                  of another corporation, partnership, joint venture, trust or
                  other enterprise, against expenses (including attorneys'
                  fees), judgments, fines and amounts paid in settlement
                  actually and reasonably incurred by him in connection with

                                      II-1
<PAGE>

                  such action, suit or proceeding if he acted in good faith and
                  in a manner he 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 his conduct was unlawful. The termination of any
                  action, suit or proceeding by judgment, order, settlement,
                  conviction, or upon a plea of nolo contendere or its
                  equivalent, shall not, of itself, create a presumption that
                  the person did not act in good faith and in a manner which he
                  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 reasonable cause to believe
                  that his conduct was unlawful.

                  (b) A corporation may indemnify any person who was or is a
                  party or is threatened to be made a party to any threatened,
                  pending or completed action or suit by or in the right of the
                  corporation to procure a judgment in its favor by reason of
                  the fact that he is or was a director, officer, employee or
                  agent of the corporation, or is or was serving at the request
                  of the corporation as a director, officer, employee or agent
                  of another corporation, partnership, joint venture, trust or
                  other enterprise against expenses (including attorneys' fees)
                  actually and reasonably incurred by him in connection with the
                  defense or settlement of such action or suit if he acted in
                  good faith and in a manner he reasonably believed to be in or
                  not opposed to the best interests of the corporation and
                  except that no indemnification shall be made in respect of any
                  claim, issue or matter as to which such person shall have been
                  adjudged to be liable to the corporation unless and only to
                  the extent that the Court of Chancery or the court in which
                  such action or suit was brought shall determine upon
                  application that, despite the adjudication of liability but in
                  view of all the circumstances of the case, such person is
                  fairly and reasonably entitled to indemnity for such expenses
                  which the Court of Chancery or such other court shall deem
                  proper.

                  (c) To the extent that a present or former director or officer
                  of a corporation has been successful on the merits or
                  otherwise in defense of any action, suit or proceeding
                  referred to in subsections (a) and (b) of this section, or in
                  defense of any claim, issue or matter therein, such person
                  shall be indemnified against expenses (including attorneys'
                  fees) actually and reasonably incurred by such person in
                  connection therewith.

                  (d) Any indemnification under subsections (a) and (b) of this
                  section (unless ordered by a court) shall be made by the
                  corporation only as authorized in the specific case upon a
                  determination that indemnification of the present or former
                  director, officer, employee or agent is proper in the
                  circumstances because he has met the applicable standard of
                  conduct set forth in subsections (a) and (b) of this section.
                  Such determination shall be made, with respect to a person who
                  is a director or officer at the time of such determination,
                  (1) by the board of directors by a majority vote of a quorum
                  consisting of directors who were not parties to such action,
                  suit or proceeding, or (2) by a committee of such directors
                  designated by majority vote of such directors, even though
                  less than a quorum, or (3) if such a quorum is not obtainable,
                  or, even if obtainable a quorum of disinterested directors so
                  directs, by independent legal counsel in a written opinion, or
                  (3) by the stockholders.

                  (e) Expenses (included attorneys' fees) incurred by an officer
                  or director in defending any civil, criminal, administrative
                  or investigative action suit or proceeding may be paid by the
                  corporation in advance of the final disposition of such
                  action, suit or proceeding upon receipt of an undertaking by
                  or on behalf of such director or officer to repay such amount
                  if it shall ultimately be determined that such person is not
                  entitled to be indemnified by the corporation as authorized in
                  this section. Such expenses (including attorneys' fees)
                  incurred by former director or officers or employees and
                  agents may be so paid upon such terms and conditions, if any,
                  as the corporation deems appropriate.

                  (f) The indemnification and advancement of expenses provided
                  by, or granted pursuant to, the other subsections of this
                  section shall not be deemed exclusive of any other rights to
                  which those seeking indemnification or advancement of expenses
                  may be entitled under any bylaw, agreement, vote of
                  stockholders or disinterested directors or otherwise, both as
                  to action in such person's official capacity and as to action
                  in another capacity while holding such office.

                                      II-2
<PAGE>

                  (g) A corporation shall have power to purchase and maintain
                  insurance on behalf of any person who is or was a director,
                  officer, employee or agent of the corporation, or is or was
                  serving at the request of the corporation as a director,
                  officer, employee or agent of another corporation,
                  partnership, joint venture, trust or other enterprise against
                  any liability asserted against such person and incurred by
                  such person in any such capacity, or arising out of such
                  person's status as such, whether or not the corporation would
                  have the power to indemnify such person against such liability
                  under this section.

                  (h) For purposes of this section, references to "the
                  corporation" shall include, in addition to the resulting
                  corporation, any constituent corporation (including any
                  constituent of a constituent) absorbed in a consolidation or
                  merger which, if its separate existence had continued, would
                  have had power and authority to indemnify its directors,
                  officers, and employees or agents so that any person who was a
                  director, officer, employee or agent of such constituent
                  corporation, or is or was serving at the request of such
                  constituent corporation as a director, officer, employee or
                  agent of another corporation, partnership, joint venture,
                  trust or other enterprise, shall stand in the same position
                  under this section with respect to the resulting or surviving
                  corporation as such person would have with respect to such
                  constituent corporation if its separate existence had
                  continued.

                  (i) For purposes of this section, references to "other
                  enterprises" shall include employee benefit plans; references
                  to "fines" shall include any excise taxes assessed on a person
                  with respect to any employee benefit plan; and references to
                  "serving at the request of the corporation" shall include any
                  service as a director, officer, employee or agent of the
                  corporation which imposes duties on, or involves services by,
                  such director, officer, employee, or agent with respect to an
                  employee benefit plan, its participants or beneficiaries; and
                  a person who acted in good faith and in a manner such person
                  reasonably believed to be in the interest of the participants
                  and beneficiaries of an employee benefit plan shall be deemed
                  to have acted in a manner "not opposed to the best interests
                  of the corporation" as referred to in this section.

                  (j) The indemnification and advancement of expenses provided
                  by, or granted pursuant to, this section shall, unless
                  otherwise provided when authorized or ratified, continue as to
                  a person who has ceased to be a director, officer, employee or
                  agent and shall inure to the benefit of the heirs, executors
                  and administrators of such a person.

                  (k) The Court of Chancery is hereby vested with exclusive
                  jurisdiction to hear and determine all actions for advancement
                  of expenses or indemnification brought under this section or
                  under any bylaw, agreement, vote of stockholders or
                  disinterested directors, or otherwise. The Court of Chancery
                  may summarily determine a corporation's obligation to advance
                  expenses."

         (B) Article 9 of the Company's Certificate of Incorporation contains
the following provision relating to the indemnification of directors and
officers:

         "To the maximum extent permitted by Section 102(b)(7) of the General
         Corporation Law of Delaware, a director of this Corporation shall not
         be personally liable to the Corporation or its stockholders for
         monetary damages for breach of fiduciary duty as a director, except for
         liability (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."

         (C) Article VII of the Company's By-laws contains the following
provisions relating to indemnification of officers and directors:

         "Reference is made to Section 145 and any other relevant provisions of
         the General Corporation Law of the State of Delaware. Particular
         reference is made to the class of persons, hereinafter called
         "Indemnitees," who may be indemnified by a Delaware corporation
         pursuant to the provisions of such Section 145, namely, any person or
         the heirs, executors, or administrators of such person, who was or is 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 such
         person is or was a director, officer, employee, or agent of such
         corporation or is or was serving at the request of such corporation as
         a director, officer, employee, or agent of such corporation or is or
         was serving at the request of such corporation as a director, officer,

                                      II-3
<PAGE>

         employee or agent of another corporation, partnership, joint venture,
         trust, or other enterprise. The Corporation shall, and is hereby
         obligated to, indemnify the Indemnitees, and each of them in each and
         every situation where the Corporation is obligated to make such
         indemnification pursuant to the aforesaid statutory provisions. The
         Corporation shall indemnify the Indemnitees, and each of them, in each
         and every situation where, under the aforesaid statutory provisions,
         the Corporation is not obligated, but is nevertheless permitted or
         empowered, to make such indemnification, it being understood that,
         before making such indemnification with respect to any situation
         covered under this sentence, (i) the Corporation shall promptly make or
         cause to be made, by any of the methods referred to in Subsection (d)
         of such Section 145, a determination as to whether each Indemnitee
         acted in good faith and in a manner he reasonably believed to be in, or
         not opposed to, the best interests of the Corporation, and, in the case
         of any criminal action or proceeding, had no reasonable cause to
         believe that his conduct was unlawful, and (ii) that no such
         indemnification shall be made unless it is determined that such
         Indemnitee acted in good faith and in a manner he reasonably believed
         to be in, or not opposed to, the best interests of the Corporation,
         and, in the case of any criminal action or proceeding, had no
         reasonable cause to believe that his conduct was unlawful."

         The effect of these provisions would be to permit indemnification by
the Company of for, among other liabilities, liabilities arising under the
Securities Act of 1933 (the "Securities Act").

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

    4.1  Specimen certificate for common stock (filed as Exhibit 4a to
         Registrant's Registration Statement on Form S-18, No. 33-31836-B, and
         incorporated by reference).

    5.1  Legal Opinion of Foley Hoag LLP.

   23.1  Consent of Wolf & Company, P.C.

   23.2  Consent of Foley Hoag LLP (included in Exhibit 5.1).

   24.1  Power of Attorney (contained on the signature page).

ITEM 9.  UNDERTAKINGS.

         1. The undersigned registrant hereby undertakes:

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

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

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

                                      II-4
<PAGE>

                         (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 (i) and (ii) do not apply
                  if the information required to be included in a post-effective
                  amendment by those paragraphs is contained in periodic reports
                  filed with or furnished to the Commission by the registrant
                  pursuant to Section 13 or 15(d) of the Securities Exchange Act
                  of 1934 that are incorporated by reference in the registration
                  statement;

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

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

         2. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (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 herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         3. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the 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.

                                      II-5
<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, on this 7th day of February, 2003.

                                       ABLE LABORATORIES, INC.

                                       By:  /s/ Dhananjay G. Wadekar
                                            ------------------------------
                                            Dhananjay G. Wadekar
                                            President, Chief Executive Officer &
                                            Chairman of the Board of Directors
                                            (Principal Executive Officer)


                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS that each individual whose signature
appears below constitutes and appoints Dhananjay G. Wadekar as the true and
lawful attorney-in-fact and agent with full power of substitution, for and in
such name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration Statement,
and to file the same, with all exhibits thereto, and all documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing which he may deem necessary or advisable to be done in
connection with this Registration Statement, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent or any of them, or any substitute or
substitutes for any or all of them, 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 as of February 7th, 2003.


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

/s/ Dhananjay G. Wadekar       February 7, 2003     Chairman of the Board, Chief
-------------------------                           Executive Officer, President
Dhananjay G. Wadekar                                and Treasurer (Principal
                                                    Executive Officer)


/s/ Robert Weinstein           February 7, 2003     Chief Financial Officer
-------------------------                           (Principal Financial And
Robert Weinstein                                    Accounting Officer)


/s/ James B. Klint             February 7, 2003     Director
-------------------------
James B. Klint


/s/ F. Howard Schneider        February 7, 2003     Director
-------------------------
F. Howard Schneider


/s/ Harry Silverman            February 7, 2003     Director
-------------------------
Harry Silverman

/s/ Jerry Treppel
-------------------------      February 7, 2003     Director
Jerry Treppel


                                      II-6
<PAGE>

                                  EXHIBIT INDEX

EXHIBIT
  NO.     DESCRIPTION
-------   -----------
  4.1     Specimen certificate for common stock (filed as Exhibit 4a to
          Registrant's Registration Statement on Form S-18, No. 33-31836-B, and
          incorporated by reference).
  5.1     Legal opinion of Foley Hoag LLP.
 23.1     Consent of Wolf & Company, P.C.
 23.2     Consent of Foley Hoag LLP (included in Exhibit 5.1).
 24.1     Power of Attorney (contained on the signature page).















                                      II-7
[{"type": "S-8", "sequence": "1", "filename": "forms-8_11718.txt", "description": "ABLE LABORATORIES, INC. FORM S-8", "secsgml_size_bytes": 30275}]
{"company-data": {"conformed-name": "ABLE LABORATORIES INC", "cik": "0000857171", "assigned-sic": "2835", "irs-number": "330659916", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-103049", "film-number": "03545056"}, "business-address": {"street1": "200 HIGHLAND AVENUE SUITE 301", "city": "NEEDHAM", "state": "MA", "zip": "02494", "phone": "7814494926"}, "mail-address": {"street1": "200 HIGHLAND AVENUE SUITE 301", "city": "NEEDHAM", "state": "MA", "zip": "02494"}, "former-company": {"former-conformed-name": "DYNAGEN INC", "date-changed": "19950817"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 7, 2003
                                                      REGISTRATION NO. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

                             ABLE LABORATORIES, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

           DELAWARE                                     04-3029787
(STATE OR OTHER JURISDICTION OF             (I.R.S. EMPLOYER IDENTIFICATION NO.)
 INCORPORATION OR ORGANIZATION)

              6 HOLLYWOOD COURT                            02494
         SOUTH PLAINFIELD, NJ 07080                      (ZIP CODE)
  (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

                         NON-PLAN EMPLOYEE STOCK OPTIONS
                            (FULL TITLE OF THE PLAN)

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

                              DHANANJAY G. WADEKAR
                                6 Hollywood Court
                           South Plainfield, NJ 07080
                 (908) 754-2253 / Facsimile No.: (908) 769-9153
 (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
                              OF AGENT FOR SERVICE)

                        COPIES OF ALL COMMUNICATIONS TO:

                             DAVID A. BROADWIN, ESQ.
                                 FOLEY HOAG LLP
                              155 Seaport Boulevard
                           Boston, Massachusetts 02210
                 (617) 832-1000 / Facsimile No.: (617) 832-7000

                         CALCULATION OF REGISTRATION FEE
============================================================================================
TITLE OF SECURITIES     AMOUNT TO BE    PROPOSED MAXIMUM   PROPOSED MAXIMUM      AMOUNT OF
TO BE REGISTERED         REGISTERED      OFFERING PRICE   AGGREGATE OFFERING   REGISTRATION
                                            PER SHARE            PRICE             FEE
=================== =================== ================ ===================== =============
Common Stock
($.01 par value)    1,871,602 shares(1)      $3.66(2)        $6,850,063.32       $630.20(2)
============================================================================================
(1)  Represents shares of Able Laboratories, Inc. common stock issuable upon
     exercise of outstanding stock options.
(2)  In accordance with Rule 457(h) under the Securities Act of 1933, the
     calculation is based on the weighted average exercise price of such
     options.
================================================================================
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 in this Registration Statement by reference:

     o   Our Annual Report on Form 10-K for the year ended December 31, 2001;

     o   Our Quarterly Report on Form 10-Q for the quarter ended March 31,
         2002;

     o   Our Quarterly Report on Form 10-Q for the quarter ended June 30, 2002;

     o   Our Quarterly Report on Form 10-Q for the quarter ended September 30,
         2002;

     o   Current report on Form 8-K filed with the Securities and Exchange
         Commission on January 17, 2003;

     o   The "Description of Securities" contained in our Registration
         Statement on Form 8-A filed August 19, 1992 together with all
         amendments and reports filed for the purpose of updating that
         description;

     o   All other documents we filed pursuant to Section 13(a) or 15(d) of the
         Exchange Act since the end of the fiscal year covered by the Annual
         Report referred to above; and

     o   All documents subsequently filed by us pursuant to Sections 13(a),
         13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to
         the filing of a post-effective amendment which indicates that all
         securities offered have been sold or which deregisters all securities
         then remaining unsold, shall be deemed to be incorporated by reference
         in this Registration Statement and to be 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.

         The validity of the securities registered hereby is being passed upon
for Able Laboratories, Inc. by Foley Hoag LLP, Boston, Massachusetts. Each of
David A. Broadwin and Gerard P. O'Connor, a partner of the firm, is an assistant
secretary of Able Laboratories, Inc.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         (A) The Company is a Delaware corporation. Section 145 of the Delaware
General Corporation Law, as amended, provides in regard to indemnification of
directors and officers as follows:

                  "(a) A corporation may indemnify any person who was or is 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 (other than
                  an action by or in the right of the corporation) by reason of
                  the fact that he is or was a director, officer, employee or
                  agent of the corporation, or is or was serving at the request
                  of the corporation as a director, officer, employee or agent
                  of another corporation, partnership, joint venture, trust or
                  other enterprise, against expenses (including attorneys'
                  fees), judgments, fines and amounts paid in settlement
                  actually and reasonably incurred by him in connection with

                                      II-1
such action, suit or proceeding if he acted in good faith and
                  in a manner he 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 his conduct was unlawful. The termination of any
                  action, suit or proceeding by judgment, order, settlement,
                  conviction, or upon a plea of nolo contendere or its
                  equivalent, shall not, of itself, create a presumption that
                  the person did not act in good faith and in a manner which he
                  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 reasonable cause to believe
                  that his conduct was unlawful.

                  (b) A corporation may indemnify any person who was or is a
                  party or is threatened to be made a party to any threatened,
                  pending or completed action or suit by or in the right of the
                  corporation to procure a judgment in its favor by reason of
                  the fact that he is or was a director, officer, employee or
                  agent of the corporation, or is or was serving at the request
                  of the corporation as a director, officer, employee or agent
                  of another corporation, partnership, joint venture, trust or
                  other enterprise against expenses (including attorneys' fees)
                  actually and reasonably incurred by him in connection with the
                  defense or settlement of such action or suit if he acted in
                  good faith and in a manner he reasonably believed to be in or
                  not opposed to the best interests of the corporation and
                  except that no indemnification shall be made in respect of any
                  claim, issue or matter as to which such person shall have been
                  adjudged to be liable to the corporation unless and only to
                  the extent that the Court of Chancery or the court in which
                  such action or suit was brought shall determine upon
                  application that, despite the adjudication of liability but in
                  view of all the circumstances of the case, such person is
                  fairly and reasonably entitled to indemnity for such expenses
                  which the Court of Chancery or such other court shall deem
                  proper.

                  (c) To the extent that a present or former director or officer
                  of a corporation has been successful on the merits or
                  otherwise in defense of any action, suit or proceeding
                  referred to in subsections (a) and (b) of this section, or in
                  defense of any claim, issue or matter therein, such person
                  shall be indemnified against expenses (including attorneys'
                  fees) actually and reasonably incurred by such person in
                  connection therewith.

                  (d) Any indemnification under subsections (a) and (b) of this
                  section (unless ordered by a court) shall be made by the
                  corporation only as authorized in the specific case upon a
                  determination that indemnification of the present or former
                  director, officer, employee or agent is proper in the
                  circumstances because he has met the applicable standard of
                  conduct set forth in subsections (a) and (b) of this section.
                  Such determination shall be made, with respect to a person who
                  is a director or officer at the time of such determination,
                  (1) by the board of directors by a majority vote of a quorum
                  consisting of directors who were not parties to such action,
                  suit or proceeding, or (2) by a committee of such directors
                  designated by majority vote of such directors, even though
                  less than a quorum, or (3) if such a quorum is not obtainable,
                  or, even if obtainable a quorum of disinterested directors so
                  directs, by independent legal counsel in a written opinion, or
                  (3) by the stockholders.

                  (e) Expenses (included attorneys' fees) incurred by an officer
                  or director in defending any civil, criminal, administrative
                  or investigative action suit or proceeding may be paid by the
                  corporation in advance of the final disposition of such
                  action, suit or proceeding upon receipt of an undertaking by
                  or on behalf of such director or officer to repay such amount
                  if it shall ultimately be determined that such person is not
                  entitled to be indemnified by the corporation as authorized in
                  this section. Such expenses (including attorneys' fees)
                  incurred by former director or officers or employees and
                  agents may be so paid upon such terms and conditions, if any,
                  as the corporation deems appropriate.

                  (f) The indemnification and advancement of expenses provided
                  by, or granted pursuant to, the other subsections of this
                  section shall not be deemed exclusive of any other rights to
                  which those seeking indemnification or advancement of expenses
                  may be entitled under any bylaw, agreement, vote of
                  stockholders or disinterested directors or otherwise, both as
                  to action in such person's official capacity and as to action
                  in another capacity while holding such office.

                                      II-2
(g) A corporation shall have power to purchase and maintain
                  insurance on behalf of any person who is or was a director,
                  officer, employee or agent of the corporation, or is or was
                  serving at the request of the corporation as a director,
                  officer, employee or agent of another corporation,
                  partnership, joint venture, trust or other enterprise against
                  any liability asserted against such person and incurred by
                  such person in any such capacity, or arising out of such
                  person's status as such, whether or not the corporation would
                  have the power to indemnify such person against such liability
                  under this section.

                  (h) For purposes of this section, references to "the
                  corporation" shall include, in addition to the resulting
                  corporation, any constituent corporation (including any
                  constituent of a constituent) absorbed in a consolidation or
                  merger which, if its separate existence had continued, would
                  have had power and authority to indemnify its directors,
                  officers, and employees or agents so that any person who was a
                  director, officer, employee or agent of such constituent
                  corporation, or is or was serving at the request of such
                  constituent corporation as a director, officer, employee or
                  agent of another corporation, partnership, joint venture,
                  trust or other enterprise, shall stand in the same position
                  under this section with respect to the resulting or surviving
                  corporation as such person would have with respect to such
                  constituent corporation if its separate existence had
                  continued.

                  (i) For purposes of this section, references to "other
                  enterprises" shall include employee benefit plans; references
                  to "fines" shall include any excise taxes assessed on a person
                  with respect to any employee benefit plan; and references to
                  "serving at the request of the corporation" shall include any
                  service as a director, officer, employee or agent of the
                  corporation which imposes duties on, or involves services by,
                  such director, officer, employee, or agent with respect to an
                  employee benefit plan, its participants or beneficiaries; and
                  a person who acted in good faith and in a manner such person
                  reasonably believed to be in the interest of the participants
                  and beneficiaries of an employee benefit plan shall be deemed
                  to have acted in a manner "not opposed to the best interests
                  of the corporation" as referred to in this section.

                  (j) The indemnification and advancement of expenses provided
                  by, or granted pursuant to, this section shall, unless
                  otherwise provided when authorized or ratified, continue as to
                  a person who has ceased to be a director, officer, employee or
                  agent and shall inure to the benefit of the heirs, executors
                  and administrators of such a person.

                  (k) The Court of Chancery is hereby vested with exclusive
                  jurisdiction to hear and determine all actions for advancement
                  of expenses or indemnification brought under this section or
                  under any bylaw, agreement, vote of stockholders or
                  disinterested directors, or otherwise. The Court of Chancery
                  may summarily determine a corporation's obligation to advance
                  expenses."

         (B) Article 9 of the Company's Certificate of Incorporation contains
the following provision relating to the indemnification of directors and
officers:

         "To the maximum extent permitted by Section 102(b)(7) of the General
         Corporation Law of Delaware, a director of this Corporation shall not
         be personally liable to the Corporation or its stockholders for
         monetary damages for breach of fiduciary duty as a director, except for
         liability (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."

         (C) Article VII of the Company's By-laws contains the following
provisions relating to indemnification of officers and directors:

         "Reference is made to Section 145 and any other relevant provisions of
         the General Corporation Law of the State of Delaware. Particular
         reference is made to the class of persons, hereinafter called
         "Indemnitees," who may be indemnified by a Delaware corporation
         pursuant to the provisions of such Section 145, namely, any person or
         the heirs, executors, or administrators of such person, who was or is 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 such
         person is or was a director, officer, employee, or agent of such
         corporation or is or was serving at the request of such corporation as
         a director, officer, employee, or agent of such corporation or is or
         was serving at the request of such corporation as a director, officer,

                                      II-3
employee or agent of another corporation, partnership, joint venture,
         trust, or other enterprise. The Corporation shall, and is hereby
         obligated to, indemnify the Indemnitees, and each of them in each and
         every situation where the Corporation is obligated to make such
         indemnification pursuant to the aforesaid statutory provisions. The
         Corporation shall indemnify the Indemnitees, and each of them, in each
         and every situation where, under the aforesaid statutory provisions,
         the Corporation is not obligated, but is nevertheless permitted or
         empowered, to make such indemnification, it being understood that,
         before making such indemnification with respect to any situation
         covered under this sentence, (i) the Corporation shall promptly make or
         cause to be made, by any of the methods referred to in Subsection (d)
         of such Section 145, a determination as to whether each Indemnitee
         acted in good faith and in a manner he reasonably believed to be in, or
         not opposed to, the best interests of the Corporation, and, in the case
         of any criminal action or proceeding, had no reasonable cause to
         believe that his conduct was unlawful, and (ii) that no such
         indemnification shall be made unless it is determined that such
         Indemnitee acted in good faith and in a manner he reasonably believed
         to be in, or not opposed to, the best interests of the Corporation,
         and, in the case of any criminal action or proceeding, had no
         reasonable cause to believe that his conduct was unlawful."

         The effect of these provisions would be to permit indemnification by
the Company of for, among other liabilities, liabilities arising under the
Securities Act of 1933 (the "Securities Act").

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

    4.1  Specimen certificate for common stock (filed as Exhibit 4a to
         Registrant's Registration Statement on Form S-18, No. 33-31836-B, and
         incorporated by reference).

    5.1  Legal Opinion of Foley Hoag LLP.

   23.1  Consent of Wolf & Company, P.C.

   23.2  Consent of Foley Hoag LLP (included in Exhibit 5.1).

   24.1  Power of Attorney (contained on the signature page).

ITEM 9.  UNDERTAKINGS.

         1. The undersigned registrant hereby undertakes:

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

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

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

                                      II-4
(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 (i) and (ii) do not apply
                  if the information required to be included in a post-effective
                  amendment by those paragraphs is contained in periodic reports
                  filed with or furnished to the Commission by the registrant
                  pursuant to Section 13 or 15(d) of the Securities Exchange Act
                  of 1934 that are incorporated by reference in the registration
                  statement;

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

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

         2. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (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 herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         3. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the 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.

                                      II-5
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, on this 7th day of February, 2003.

                                       ABLE LABORATORIES, INC.

                                       By:  /s/ Dhananjay G. Wadekar
                                            ------------------------------
                                            Dhananjay G. Wadekar
                                            President, Chief Executive Officer &
                                            Chairman of the Board of Directors
                                            (Principal Executive Officer)

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS that each individual whose signature
appears below constitutes and appoints Dhananjay G. Wadekar as the true and
lawful attorney-in-fact and agent with full power of substitution, for and in
such name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration Statement,
and to file the same, with all exhibits thereto, and all documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing which he may deem necessary or advisable to be done in
connection with this Registration Statement, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent or any of them, or any substitute or
substitutes for any or all of them, 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 as of February 7th, 2003.

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

/s/ Dhananjay G. Wadekar       February 7, 2003     Chairman of the Board, Chief
-------------------------                           Executive Officer, President
Dhananjay G. Wadekar                                and Treasurer (Principal
                                                    Executive Officer)

/s/ Robert Weinstein           February 7, 2003     Chief Financial Officer
-------------------------                           (Principal Financial And
Robert Weinstein                                    Accounting Officer)

/s/ James B. Klint             February 7, 2003     Director
-------------------------
James B. Klint

/s/ F. Howard Schneider        February 7, 2003     Director
-------------------------
F. Howard Schneider

/s/ Harry Silverman            February 7, 2003     Director
-------------------------
Harry Silverman

/s/ Jerry Treppel
-------------------------      February 7, 2003     Director
Jerry Treppel

                                      II-6
EXHIBIT INDEX

EXHIBIT
  NO.     DESCRIPTION
-------   -----------
  4.1     Specimen certificate for common stock (filed as Exhibit 4a to
          Registrant's Registration Statement on Form S-18, No. 33-31836-B, and
          incorporated by reference).
  5.1     Legal opinion of Foley Hoag LLP.
 23.1     Consent of Wolf & Company, P.C.
 23.2     Consent of Foley Hoag LLP (included in Exhibit 5.1).
 24.1     Power of Attorney (contained on the signature page).

                                      II-7