Registration No. 333-_______________.
-------------------------------------------------------------------------------


                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549
                          ---------------------------


                                    FORM S-8
                             REGISTRATION STATEMENT
                                      under
                           The Securities Act of 1933
                          ---------------------------


                             Mylan Laboratories Inc.
               (Exact Name of Issuer as specified in its charter)

                     Pennsylvania                          25-1211621
       (State or other jurisdiction of 
        incorporation or organization)     (I.R.S. Employer Identification No.)

                 1030 Century Building
                  130 Seventh Street
               Pittsburgh, Pennsylvania                        15222
       (Address of principal executive offices)             (Zip Code)

                              Penederm Incorporated
                  1994 Nonemployee Directors Stock Option Plan
                              (Full Title of Plan)

                                  Milan Puskar
                             Chief Executive Officer
                              1030 Century Building
                               130 Seventh Street
                         Pittsburgh, Pennsylvania 15222
                     (Name and address of agent for service)

                                   (412) 232-0100
          (Telephone number, including area code, of agent for service)
                              ---------------------------


                                    Copy to:
                            David G. Edwards, Esquire
                            Doepken Keevican & Weiss
                              58th Floor, USX Tower
                                600 Grant Street
                         Pittsburgh, Pennsylvania 15219

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<S>   <C>                       <C>               <C>                   <C>                   <C>
    Title of Securities          Amount to be        Proposed Maximum       Proposed Maximum            Amount of
      to be Registered            Registered          Offering Price            Aggregate         Registration Fee (1)
                                                       per Share (1)       Offering Price (1)
Common Stock $.01 par               176,800               $30.41               $5,376,488               $1,586.06
value
</TABLE>

(1) Estimated for the purpose of calculating  the  registration  fee pursuant to
Rule 457(c) for the shares registered  hereunder,  being the average ($30.41) of
the high ($31.31) and low ($29.50) prices for the  Registrant's  Common Stock on
the New York Stock Exchange on September 30, 1998.

                  In accordance  with Rule 464 under the Securities Act of 1933,
as amended, this Registration  Statement is effective  automatically on the date
of filing with the Securities and Exchange Commission.

                  In addition,  pursuant to Rule 416(c) under the Securities Act
of 1933,  this  Registration  Statement also covers an  indeterminate  amount of
interests to be offered or sold pursuant to the employee  benefit plan described
herein.



<PAGE>



PART I.           INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

Item 1.  Plan Information

         Mylan  Laboratories Inc. will send to plan participants the information
required by Part I of this Registration Statement as specified by Rule 428(b)(1)
of the Securities Act of 1933. We are not required to file this information with
the Securities and Exchange  Commission,  nor have we done so. This  information
and the documents  incorporated into this Registration Statement under Item 3 of
Part II of this Form S-8, taken together, constitute a prospectus that meets the
requirements  of Section 10(a) of the Securities Act. We will send copies of the
documents  incorporated by reference to plan participants,  without charge, upon
written or oral request made to Patricia A. Sunseri, Vice President-Investor and
Public  Relations,  130  Seventh  Street,  1030  Century  Building,  Pittsburgh,
Pennsylvania 15222, telephone (412) 232-0100.


PART II.          INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         We have  incorporated  by reference in this  Prospectus  the  documents
listed below.  We have filed these  documents  with the  Securities and Exchange
Commission under the Securities Exchange Act of 1934.

   1.       Annual Report on Form 10-K for the year ended March 31, 1998.
   2.       Quarterly Report on Form 10-Q for the quarter ended June 30, 1998.
   3.       Current Report on Form 8-K filed June 30, 1998.
   4.       Current Report on Form 8-K/A filed August 26, 1998.
   5.       The description of the  Registrant's  Common Stock included in
               the Registration Statement on Form 8-A filed April 3, 1986.

         All of the documents that we subsequently  file with the Securities and
Exchange  Commission under Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934 will be deemed to be  incorporated  by reference  into this
Registration  Statement and will become a part of this  Registration  Statement,
unless we have earlier filed a post-effective amendment which indicates that all
securities  offered  have been sold or which  deregisters  all  securities  then
remaining unsold.

Item 4. Description of Securities.

         Not Applicable.

Item 5.  Interests of Named Experts and Counsel.

         Doepken,   Keevican  &Weiss   Professional   Corporation,   Pittsburgh,
Pennsylvania  has given its opinion as to the legality of the Common Stock being
offered.  Robert W. Smiley,  who is of counsel to Doepken Keevican & Weiss, also
serves as a member of our Board and as our Secretary and General Counsel.

Item 6.  Indemnification of Directors and Officers

         In  accordance  with the  Pennsylvania  Business  Corporation  Law, our
By-Laws  provide  that  none of our  directors  will be  personally  liable  for
monetary  damages for taking or failing to take any action  unless the  director
has breached or failed to perform the duties required under Pennsylvania law and
this breach or failure to perform constitutes  self-dealing,  willful misconduct
or recklessness.

         As permitted under  Pennsylvania  law, our By-Laws provide that we will
indemnify our directors and officers under certain  circumstances  for expenses,
judgments,  fines or  settlements  incurred in  connection  with suits and other
legal  proceedings.  Pennsylvania law allows  indemnification in cases where the
person "acted in good faith and in a

                                        1

<PAGE>



manner he reasonably  believed to be in, or not opposed to the best interests of
the corporation and, with respect to any criminal proceeding,  had no reasonable
cause to believe his conduct was unlawful."

Item 7.  Exemption from Registration Claimed

         Not applicable.

Item 8.  Exhibits.

4.1      Penederm Incorporated 1994 Nonemployee Directors Stock Option Plan.

4.2      Amended  and  Restated  Articles  of  Incorporation  of the  Registrant
         (included  as an exhibit in the Form S-8 of the  Registrant  filed with
         the  Commission on December 23, 1997,  Registration  No.  333-43081 and
         incorporated herein by reference).

4.3      Bylaws of the Registrant, as amended to date (included as an exhibit in
         the Form S-8 of the  Registrant  filed with the  Commission on December
         23,  1997,  Registration  No.  333-43081  and  incorporated  herein  by
         reference).

5.1      Opinion of Doepken Keevican & Weiss Professional Corporation.

23.1     Consent of Doepken Keevican & Weiss Professional  Corporation (included
         in the opinion filed as Exhibit 5.1 to this Registration Statement).

23.2  Consent of Deloitte & Touche LLP  relating to its report  regarding  Mylan
Laboratories Inc.

23.3 Consent of Deloitte & Touche LLP relating to its report regarding  Somerset
Pharmaceuticals, Inc.

24.1  Powers  of  Attorney  (included  on  signature  page  of the  Registration
Statement).

Item 9.  Undertakings.

The Registrant hereby undertakes:

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

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

                  (ii) To reflect in the  prospectus any facts or events arising
after the  effective  date of this  registration  statement  (or the most recent
post-effective  amendment  thereof)  which,  individually  or in the  aggregate,
represent a fundamental change in the information set forth in this registration
statement;

                  (iii) To include any material  information with respect to the
plan of distribution not previously disclosed in this registration  statement or
any material change to such information in this registration statement.

         Provided,  however,  that paragraphs (1)(i) and (1)(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 section  15(d) of the
Securities  Exchange  Act of 1934  that are  incorporated  by  reference  in the
registration statement.


                                        2

<PAGE>



         (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)  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 therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (4) 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.

         (5)  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 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.


                                        3

<PAGE>



                                   SIGNATURES


                  Pursuant to the  requirements  of the  Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized in the City of Pittsburgh, State of Pennsylvania,  on October 2,
1998.

                                            Mylan Laboratories Inc.
                (Registrant)

                  By:      /s/  Milan Puskar
                           Milan Puskar, Chairman and Chief Executive Officer


                  Pursuant to the  requirements  of the  Securities Act of 1933,
the  undersigned,  being the members of the  Compensation  Committee,  have duly
caused  this  Registration   Statement  to  be  signed  on  its  behalf  by  the
undersigned,  thereunto  duly  authorized  in the City of  Pittsburgh,  State of
Pennsylvania, on October 2, 1998.

                                Mylan Laboratories Inc. Compensation Committee


                                        /s/ Laurence S. DeLynn
                                        Laurence S. DeLynn, Committee Member
                                             

                                        /s/  John C. Gaisford
                                        John C. Gaisford, M.D., Committee Member


                                POWER OF ATTORNEY

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears below  constitutes and appoints Milan Puskar and Patricia A. Sunseri and
each of them,  with full power to act  without  the  other,  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
or all  amendments  to this  Registration  Statement,  including  post-effective
amendments,  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 connection  therewith,  as fully to all intents and purposes as he
might or could do in  person,  hereby  ratifying  and  confirming  all that said
attorneys-in-fact  and agents of any of them, or any substitute or  substitutes,
lawfully do or cause to be done by virtue hereof.

                                        4

<PAGE>



         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.

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

/s/ Milan Puskar           Chairman, Chief Executive          October 2, 1998
Milan Puskar                and President (principal
                            executive officer) and Director

/s/ Dana G. Barnett        Executive Vice President
Dana G. Barnett             and Director                      October 2, 1998

    Laurence S. DeLynn     Director                           October 2, 1998

Laurence S. DeLynn

/s/ Robert W. Smiley       Secretary and Director             October 2, 1998

Robert W. Smiley

/s/ Patricia A. Sunseri    Vice President and Director        October 2, 1998

Patricia A. Sunseri

/s/ John C. Gaisford       Director                           October 2, 1998
John C. Gaisford, M.D.

    C.B. Todd              Senior Vice President
C.B. Todd                   and Director                      October 2, 1998

/s/ Donald C. Schilling    Vice President of Finance
Donald C. Schilling        (principal financial officer)      October 2, 1998

/s/ Frank DeGeorge         Director of Accounting
Frank DeGeorge             and Taxation  (principal
                           accounting officer)                October 2, 1998


                                   5

<PAGE>



                                Index to Exhibits

4.1     Penederm Incorporated 1994 Nonemployee Directors Stock Option Plan.

4.2     Amended  and  Restated  Articles  of  Incorporation  of  the  Registrant
        (included as an exhibit in the Form S-8 of the Registrant filed with the
        Commission  on  December  23,  1997,   Registration  No.  333-43081  and
        incorporated herein by reference).

4.3     Bylaws of the Registrant,  as amended to date (included as an exhibit in
        the Form S-8 of the Registrant filed with the Commission on December 23,
        1997, Registration No. 333-43081 and incorporated herein by reference).

5.1     Opinion of Doepken Keevican & Weiss Professional Corporation.

23.1    Consent of Doepken Keevican & Weiss Professional  Corporation  (included
        in the opinion filed as Exhibit 5.1 to this Registration Statement).

23.2    Consent of Deloitte & Touche LLP relating to its report  regarding Mylan
        Laboratories Inc.

23.3    Consent  of  Deloitte  & Touche LLP  relating  to its  report  regarding
        Somerset Pharmaceuticals, Inc.

24.1    Powers of  Attorney  (included  on  signature  page of the  Registration
        Statement).



                                        6

<PAGE>



                                                              EXHIBIT 4.1

                              PENEDERM INCORPORATED
                           1994 NONEMPLOYEE DIRECTORS
                                STOCK OPTION PLAN


         1.       Purpose.

                  The purpose of this Plan is to offer Nonemployee  Directors of
Penederm  Incorporated  an opportunity to acquire a proprietary  interest in the
success of the Company,  or to increase such interest,  by purchasing  shares of
the  Company's  Common  Stock.  This Plan  provides  for the grant of Options to
purchase Shares. Options granted hereunder shall be "Nonstatutory  Options," and
shall not include  "incentive  stock options"  intended to qualify for treatment
under Sections 421 and 422 of the Internal Revenue Code of 1986, as amended.

         2.       Definitions.

                  As used herein, the following definitions shall apply:

                  (a) "Administrator" shall mean the entity, either the Board or
the committee of the Board, responsible for administering this Plan, as provided
in Section 3.

                  (b)  "Affiliate"  means a parent or subsidiary  corporation as
defined  in  the  applicable  provisions(currently,  Sections  424(e)  and  (f),
respectively) of the Code.

                  (c) "Board"  shall mean the Board of Directors of the Company,
as constituted from time to time.

                  (d) "Change in Control"  shall mean the  occurrence of any one
of the following:

        (i) any  "person",  as such term is used in Sections  13(d) and 14(d) of
the Exchange Act (other than the Company,  an Affiliate,  or a Company  employee
benefit  plan,  including  any  trustee of such plan  acting as  trustee)  is or
becomes the  "beneficial  owner" (as  defined in Rule 13d-3  under the  Exchange
Act), directly or indirectly,  of securities of the Company  representing 20% or
more of the combined voting power of the Company's then outstanding securities;

        (ii) the  solicitation  of proxies (within the meaning of Rule 14a- 1(k)
under the Exchange Act and any  successor  rule) with respect to the election of
any director of the Company where such  solicitation is for any candidate who is
not a candidate  proposed by a majority of the Board in office prior to the time
of such election; or

        (iii) the  dissolution or liquidation  (partial or total) of the Company
or a sale of assets  involving 30% or more of the assets of the Company,  or any
merger or  reorganization  of the Company,  whether or not another entity is the
survivor, or other transaction pursuant to which the holders, as a group, of all
of the shares of the Company  outstanding  prior to the  transaction  hold, as a
group,  less  than  70% of the  shares  of the  Company  outstanding  after  the
transaction.

                  (e) "Code"  shall mean the Internal  Revenue Code of 1986,  as
amended from time to time, and any successor statute.

                  (f) "Company" shall mean Penederm  Incorporated,  a California
corporation.

                  (g) "Common Stock" shall mean the Common Stock of the Company.


                                        7

<PAGE>



                  (h)  "Disability"  means  permanent  and total  disability  as
determined by the  Administrator  in accordance  with the standards set forth in
Section 22(e)(3) of the Code.

                  (i) "Exchange Act" means the Securities  Exchange Act of 1934,
as amended from time to time, and any successor statute.

                  (j) "Expiration Date" shall mean the last day of the term of 
an Option established under Section 6(c).

                  (k) "Fair  Market  Value"  means as of any given  date (a) the
closing price of the Common Stock on the Nasdaq  National  Market as reported in
the Wall Street  Journal;  or (b) if the Common Stock is no longer quoted on the
Nasdaq National Market but is listed on an established  stock exchange or quoted
on any other established interdealer quotation system, the closing price for the
Common Stock on such exchange or system, as reported in the Wall Street Journal.

                  (l)  "Nonemployee  Director"  shall  mean any  person who is a
member of the Board but is not an employee of the  Company or any  Affiliate  of
the Company and has not been an employee of the Company or any  Affiliate of the
Company at any time during the preceding  twelve  months.  Service as a director
does not in itself constitute employment for purposes of this definition.

                  (m)  "Option"  shall mean a stock option  granted  pursuant to
this Plan. Each Option shall be a nonstatutory option not intended to qualify as
an incentive stock option within the meaning of Section 422 of the Code.

                  (n)  "Option  Agreement"  shall  mean  the  written  agreement
described  in  Section 6  evidencing  the  grant of an  Option to a  Nonemployee
Director and containing the terms,  conditions  and  restrictions  pertaining to
such Option.

                  (o) "Optionee" shall mean a Nonemployee  Director who holds an
Option.

                  (p)  "Plan"  shall  mean  this  Penederm   Incorporated   1994
Nonemployee Directors Stock Option Plan, as it may be amended from time to time.

                  (q) "Section" unless the context clearly indicates  otherwise,
shall refer to a Section of this Plan.

                  (r) "Shares" shall mean the shares of Common Stock subject to
an Option granted under this Plan.

                  (s) "Tax Date" means the date defined in Section 7(c).

                  (t)  "Termination"  means,  for  purposes  of the  Plan,  with
respect to an Optionee,  that the  Optionee has ceased to be, for any reason,  a
director of the Company.

                  (u) "Window  Period" means any 10-day period  beginning on the
third  business  day  following  the  date of  release  for  publication  of the
Company's  quarterly  or annual  summary  statements  of  earnings or such other
period as is specified in Rule 16b-3(c) under the Exchange Act, as such rule may
be amended from time to time, or any successor to such rule.

         3.       Administration.

                  (a) Administrator. The Plan shall be administered by the Board
or, upon delegation by the Board, by a committee consisting of not less than two
directors (in either case, the "Administrator"). The Administrator shall have no
authority,  discretion  or power to select the  Nonemployee  Directors  who will
receive Options hereunder

                                        8

<PAGE>



or to set the number of shares to be covered by each Option  granted  hereunder,
the exercise price of such Option, the timing of the grant of such Option or the
period  within  which  such  Option may be  exercised.  In  connection  with the
administration of the Plan, the Administrator shall have the powers possessed by
the Board.  The  Administrator  may act only by a majority of its  members.  The
Administrator  may  delegate  administrative  duties  to such  employees  of the
Company  as it  deems  proper,  so  long  as such  delegation  is not  otherwise
prohibited  by Rule  16b-3  under the  Exchange  Act.  The Board at any time may
terminate the authority delegated to any committee of the Board pursuant to this
Section 3(a) and revest in the Board the administration of the Plan.

                  (b)  Administrator  Determinations  Binding.  Subject  to  the
limitations set forth in Section 3(a), the  Administrator  may adopt,  alter and
repeal administrative  rules,  guidelines and practices governing the Plan as it
from time to time shall deem  advisable,  may interpret the terms and provisions
of the Plan, any Option and any Option Agreement and may otherwise supervise the
administration  of the Plan. All decisions made by the  Administrator  under the
Plan shall be binding on all persons,  including the Company and  Optionees.  No
member of the Administrator shall be liable for any action that he or she has in
good faith taken or failed to take with respect to this Plan or any Option.

         4.       Eligibility.

                 Only Nonemployee Directors may receive Options under this Plan.

         5.       Shares Subject to Plan.

                  (a) Aggregate  Number.  Subject to Section 9, the total number
of shares of Common  Stock  reserved  and  available  for  issuance  pursuant to
Options  under this Plan shall be 350,000  shares.  Such shares may consist,  in
whole or in part,  of  authorized  and unissued  shares or shares  reacquired in
private  transactions or open market purchases,  but all shares issued under the
Plan regardless of source shall be counted against the 350,000 share limitation.
If any Option  terminates or expires without being exercised in full, the shares
issuable  under such Option shall again be available  for issuance in connection
with other Options.  If shares of Common Stock issued  pursuant to an Option are
repurchased  by the Company,  such Common Stock shall not again be available for
issuance  in  connection  with  Options.  To the  extent the number of shares of
Common Stock issued pursuant to an Option is reduced to satisfy  withholding tax
obligations,  the number of shares  withheld  to  satisfy  the  withholding  tax
obligations shall not be available for later grant under the Plan.

                  (b) No Rights as a  Shareholder.  An  Optionee  shall  have no
rights as a shareholder  with respect to any Shares covered by his or her Option
until the issuance (as  evidenced by the  appropriate  entry on the books of the
Company or its duly authorized transfer agent) of a stock certificate evidencing
such Shares.  Subject to Section 9, no  adjustment  shall be made for  dividends
(ordinary or  extraordinary,  whether in cash,  securities  or other  property),
distributions,  or other  rights for which the record  date is prior to the date
the certificate is issued.

         6.       Grant of Options.

                  (a) Mandatory Initial Option Grants.  Subject to the terms and
conditions  of this  Plan,  if any  person  who is not,  and has not been in the
preceding  twelve months,  an officer or employee of the Company and who has not
previously been a member of the Board is elected or appointed as a member of the
Board,  then on the effective  date of such  appointment or election the Company
shall  grant to such new  Nonemployee  Director  an  Option  to  purchase  at an
exercise price equal to the Fair Market Value of such Shares on the date of such
option  grant (i) 5,000  shares,  if such person was elected or appointed to the
Board on or prior to March 4,  1996,  or (ii)  7,500  shares if such  person was
elected or appointed to the Board after March 4, 1996, or (iii) 10,000 shares if
such person was elected or appointed to the Board on or after June 16, 1997.

                  (b) Mandatory  Annual Option Grants.  Subject to the terms and
conditions  of this  Plan,  (i) on the date of the  first  meeting  of the Board
immediately following the annual meeting of shareholders of the Company (even if
held on the same day as the meeting of shareholders)  commencing with the annual
meeting of shareholders held

                                        9

<PAGE>



in 1994 and  ending  on March 4,  1996,  the  Company  shall  grant to each such
Nonemployee  Director  then in office  (other than a  Nonemployee  director  who
received a Grant under  Section  6(a) in the  previous  six months) an Option to
purchase  5,000  Shares at an exercise  price equal to the Fair Market  Value of
such  Shares  on the date of such  option  grant,  (ii) on the date of the first
meeting of the Board immediately following the annual meeting of stockholders of
the  Company  (even  if held on the  same day as the  meeting  of  shareholders)
commencing with the annual meeting of shareholders held in 1996 and ending prior
to the annual meeting of  shareholders  held in 1997, the Company shall grant to
each such Nonemployee Director then in office (other than a Nonemployee Director
who  received a Grant  under  Section  6(a) on or after the record date for such
annual  meeting) an Option to  purchase  at an exercise  price equal to the Fair
Market Value of such shares on the date of such option  grant:  (A) 7,500 shares
unless  clause (B) below  applies,  or (B) 12,500  shares if such Grant is being
made at the 1996 annual meeting of shareholders and the Nonemployee Director did
not receive a grant under  Section 6(a) or Section 6(b) since the record date of
the 1995  annual  meeting  of  shareholders  and  (iii) on the date of the first
meeting of the Board immediately following the annual meeting of shareholders of
the  Company  (even  if held on the  same day as the  meeting  of  shareholders)
commencing  with the annual  meeting of  shareholders  held in 1997, the Company
shall  grant to each such  Nonemployee  Director  then in office  (other  than a
Nonemployee  Director  who  received a Grant under  Section 6(a) on or after the
record date for such annual  meeting) an option to purchase at an exercise price
equal to the Fair Market Value of such shares on the date of such option  grant:
(x) 10,000 shares unless clause (y) below applies,  or (y) 15,000 shares if such
Nonemployee Director is the Chairman of the Board of the Company.

                  (c) Terms;  Vesting.  Subject to the other  provisions of this
Plan,  each  Option  granted  pursuant  to this Plan  shall be for a term of ten
years.  Each Option  granted  under  Section  6(a) and Section 6(b) shall become
exercisable  with  respect to  1/365th  of the number of Shares  covered by such
Option for each day which elapses  after the date of grant,  so that such Option
shall be fully  exercisable on the first anniversary of the date such Option was
granted.

                  (d) Limitation on Other Grants.  The Administrator  shall have
no  discretion  to grant  Options  under  this Plan  other  than as set forth in
Sections 6(a) and 6(b).

                  (e) Option  Agreement.  As soon as practicable after the grant
of an Option,  the  Optionee and the Company  shall enter into a written  Option
Agreement  which specifies the date of grant,  the number of Shares,  the option
price, and the other terms and conditions applicable to the Option.

                  (f) Assignment or Transfer.

        (i) All or any portion of any Option may be  transferred  by an Optionee
to (i) the spouse,  children or grandchildren of the Optionee ("Immediate Family
Members"),  (ii) a partnership  in which such  Immediate  Family Members are the
only  partners,  or (iii) a trust or trusts  for the  exclusive  benefit of such
Immediate Family Members,  provided that (x) there may be no  consideration  for
such transfer,  (y) the agreement pursuant to which such Options are transferred
must be in a form  consistent  with this Plan,  and must  expressly  provide for
transferability  in  a  manner  consistent  with  this  Section  6(f),  and  (z)
subsequent  transfers of transferred Options shall be prohibited except those in
accordance with Section  6(f)(ii).  Following  transfer,  any such Options shall
continue  to be  subject  to the same terms and  conditions  as were  applicable
immediately  prior to transfer.  The events of termination of Section 6(i) shall
continue to be applied with respect to the original  Optionee,  following  which
the Options shall be exercisable by the transferee  only to the extent,  and for
the periods specified in Section 6(i). Neither the Company nor the Administrator
shall have any obligation to provide the  transferee  with notice of termination
of an Optionee.

        (ii)  Options  shall be  transferable  only in  accordance  with Section
6(f)(i) or by will or the laws of descent and distribution.

                  (g) Limits on  Exercise.  Subject to the other  provisions  of
this Plan,  an Option shall be  exercisable  in such amounts as are specified in
the Option Agreement.


                                       10

<PAGE>



                  (h) Exercise  Procedures.  To the extent the right to purchase
Shares has accrued,  Options may be exercised, in whole or in part, from time to
time, by written  notice from the Optionee to the Company  stating the number of
Shares being  purchased,  accompanied  by payment of the exercise  price for the
Shares, and other applicable amounts, as provided in Section 7.

                  (i) Termination. In the event of Termination,  Options held at
the  date of  Termination  (and  only to the  extent  then  exercisable)  may be
exercised  in whole or in part at any time within three months after the date of
Termination  (but in no event after the Expiration  Date),  but not  thereafter.
Notwithstanding  the foregoing,  if Termination is due to retirement or to death
or Disability,  Options held at the date of Termination  (and only to the extent
then  exercisable)  may be  exercised in whole or in part by the Optionee in the
case of  retirement  or  Disability,  by the  participant's  guardian  or  legal
representative or by the person to whom the Option is transferred by will or the
laws of descent and distribution,  at any time within two years from the date of
Termination (but in no event after the Expiration Date).

         7.       Pavement and Taxes upon Exercise of Options.

                  (a) Purchase Price.  The purchase price of Shares issued under
this Plan shall be paid in full at the time an Option is exercised.

                  (b) Delivery of Purchase Price.  Optionees may make all or any
portion of any payment due to the Company

        (i) upon exercise of an Option, or

        (ii) with  respect to  federal,  state,  local or foreign tax payable in
connection  with the exercise of an Option,  by delivery of (x) cash, (y) check,
or (z) a  promissory  note of the Optionee or shares of Common Stock so long as,
if applicable,  such property  constitutes  valid  consideration  for the Common
Stock under,  and otherwise  complies with,  applicable  law. No promissory note
under the Plan shall have a term (including  extensions) of more than five years
or shall be of a principal  amount  exceeding 90% of the purchase  price paid by
the  borrower.  Exercise  of an  Option  may be  made  pursuant  to a  "cashless
exercise/sale"  procedure  pursuant  to which  funds to pay for  exercise of the
Option  are  delivered  to  the  Company  by a  broker  upon  receipt  of  stock
certificates  from the Company,  or pursuant to which  Optionees  obtain  margin
loans from brokers to fund the exercise of the Option.

                  (c) Tax Withholding.  The Optionee shall pay to the Company in
cash, promptly upon exercise of an Option or, if later, the date that the amount
of such obligations  becomes  determinable (in either case, the "Tax Date"), all
applicable  federal,  state,  local  and  foreign  withholding  taxes  that  the
Administrator,  in its  discretion,  determines  to result  upon  exercise of an
Option or from a  transfer  or other  disposition  of  shares  of  Common  Stock
acquired upon exercise. of an Option or otherwise related to an Option or shares
of Common Stock acquired in connection with an Option.

                  A person who has  exercised an Option may make an election (i)
to deliver to the  Company a  promissory  note of the  Optionee on the terms set
forth in Section 7(b), (ii) to tender to the Company  previously-owned shares of
Common  Stock held for at least six  months,  or (iii) to have  shares of Common
Stock to be  obtained  upon  exercise  of the Option  withheld by the Company on
behalf of the Optionee, to pay the amount of tax that the Administrator,  in its
discretion,  determines  to be  required  to be  withheld  by the  Company.  Any
election  pursuant to clause (iii) above by a Optionee  subject to Section 16 of
the  Exchange  Act  shall be  subject  to the  following  limitations:  (1) such
election  must be made at least  six  months  before  the Tax Date and  shall be
irrevocable;  or (2)  such  election  must be made in (or made  earlier  to take
effect in) any Window Period (and the  withholding of the shares of Common Stock
shall take place during such Window  Period) and shall be subject to approval by
the Board,  which  approval  may be given any time after such  election has been
made,  and the Option  must be held at least six  months  prior to the Tax Date;
provided,  that,  the  election  referenced  in clause (2) above may not be made
unless (A) such  election.  is consistent  with Rule  16b-3(c)(2)(ii)  under the
Exchange Act, and (B) the Company has been subject to the reporting requirements

                                       11

<PAGE>



of  Section  13(a) of the  Exchange  Act for at least one year and has filed all
reports and  statements  required to be filed  pursuant to that section for that
year. The right to so withhold shares of Common Stock shall relate separately to
each Option.

         Any shares  tendered to or  withheld  by the Company  will be valued at
Fair Market Value on such date. The value of the shares of Common Stock tendered
or  withheld  may not exceed the  required  federal,  state,  local and  foreign
withholding tax obligations as computed by the Company.

         8.       Use of Proceeds.

                  Proceeds  from the sale of Shares  pursuant to this Plan shall
be used for general corporate purposes.

         9.       Adjustment of Shares.

                  In the  event of any  merger,  reorganization,  consolidation,
recapitalization,  stock  dividend,  stock  split or other  change in  corporate
structure affecting the Common Stock,  appropriate  adjustments shall be made by
the  Administrator  in the aggregate number and kind of shares of Stock reserved
for issuance under the Plan and in the number, kind and exercise price of shares
subject to outstanding  Options;  provided,  however,  that the number of shares
subject to any Option shall always be a whole number.

         10.      Effect of Change in Control.

                  In the event of a "Change in Control," any Options outstanding
as of the date such Change in Control is  determined  to have  occurred  and not
then exercisable and vested shall become fully exercisable and vested.

         11.      No Right to Directorship.

                  Neither  this  Plan nor any  Option  granted  hereunder  shall
confer  upon  any  Optionee  any  right  with  respect  to  continuation  of the
Optionee's membership on the Board or shall interfere in any way with provisions
in the Company's Articles of Incorporation and By-Laws relating to the election,
appointment, terms of office, and removal of members of the Board.

         12.      Legal Requirements.

                  The Company shall not be obligated to offer or sell any Shares
upon  exercise  of any Option  unless  the  Shares are at that time  effectively
registered or exempt from registration under the federal securities laws and the
offer and sale of the Shares are  otherwise in  compliance  with all  applicable
securities laws and the regulations of any stock exchange on which the Company's
securities may then be listed.  The Company shall have no obligation to register
the securities  covered by this Plan under the federal  securities  laws or take
any other steps as may be  necessary  to enable the  securities  covered by this
Plan to be  offered  and sold  under  federal  or other  securities  laws.  Upon
exercising  all or any  portion of an Option,  an  Optionee  may be  required to
furnish  representations  or undertakings  deemed  appropriate by the Company to
enable the offer and sale of the Shares or subsequent  transfers of any interest
in the Shares to comply with applicable securities laws. Certificates evidencing
Shares  acquired upon exercise of Options shall bear any legend  required by, or
useful for purposes of compliance with, applicable securities laws, this Plan or
the Option Agreements.

         13.      Duration and Amendments.

                  (a) Duration.  This Plan shall become  effective upon adoption
by the Board provided,  however,  that no Option shall be exercisable unless and
until  written  consent of the  shareholders  of the  Company,  or  approval  of
shareholders of the Company voting at a validly called shareholders' meeting, is
obtained  within 12 months  after  adoption  by the Board.  If such  shareholder
approval is not  obtained  within such time,  Options  granted  hereunder  shall
terminate  and be of no force  and  effect  from and  after  expiration  of such
12-month period.

                                       12

<PAGE>



                  (b) Amendment and Termination.  The Board may amend,  alter or
discontinue   the  Plan  or  any  Option,   but  no  amendment,   alteration  or
discontinuance  shall be made which would impair the rights of an Optionee under
an outstanding Option without the Optionee's consent. In addition, the Board may
not amend or alter the Plan without the approval of  shareholders of the Company
entitled to vote at a duly held shareholders' meeting or by an action by written
consent  and,  if at a meeting,  a quorum of the voting  power of the Company is
represented  in person or by proxy,  where such  amendment or alteration  would,
except as  expressly  provided in the Plan,  increase the total number of shares
reserved  for  issuance  pursuant  to  Options  under the Plan or in such  other
circumstances as the Board deems appropriate to comply with Rule 16b-3 under the
Exchange Act or otherwise.  Notwithstanding  any other provision of this Section
12(b), the provisions of the Plan governing (A) who is granted Options,  (B) the
number of Shares to be covered by each Option,  (C) the  exercise  price of each
Option,  (D) the timing of the grant of each  Option,  or (E) the period  within
which each Option may be  exercised,  shall not be amended  more than once every
six  months,  other  than to  comport  with  changes  in the  Code or the  rules
thereunder or the Employee  Retirement  Income Security Act of 1974, as amended,
or the rules thereunder.

                  (c) Effect of  Amendment  or  Termination.  No Shares shall be
issued  or sold  under  this Plan  after the  termination  hereof,  except  upon
exercise of an Option  granted before  termination.  Termination or amendment of
this Plan shall not affect any Shares  previously  issued and sold or any Option
previously granted under this Plan.

         14. Rule 16b-3.

                  With respect to persons  subject to Section 16 of the Exchange
Act,  transactions  under this Plan are  intended to comply with the  applicable
conditions  of Rule 16b-3 under the Exchange Act. To the extent any provision of
this  Plan or  action  by the  Administrator  fails  to so  comply,  it shall be
adjusted to comply with Rule 16b-3,  to the extent  permitted  by law and deemed
advisable  by the  Administrator.  It shall  be the  responsibility  of  persons
subject  to  Section  16 of  the  Exchange  Act,  not  of  the  Company  or  the
Administrator,  to comply with the  requirements  of Section 16 of the  Exchange
Act; and neither the Company nor the Administrator  shall be liable if this Plan
or any  transaction  under  this  Plan  fails  to  comply  with  the  applicable
conditions  of Rule 16b-3,  or if any such  person  incurs any  liability  under
Section 16 of the Exchange Act.




                                       13

<PAGE>



                                                       EXHIBIT 5.1


                            DOEPKEN KEEVICAN & WEISS
                              58th Floor, USX Tower
                                600 Grant Street
                         Pittsburgh, Pennsylvania 15219




                                 October 2, 1998




Mylan Laboratories Inc.
1030 Century Building
130 Seventh Street
Pittsburgh, Pennsylvania 15222

         RE:      Mylan Laboratories Inc.
                  Registration on Form S-8

Ladies and Gentlemen:

         We have acted as counsel for Mylan  Laboratories  Inc., a  Pennsylvania
corporation  (the  "Company"),  in  connection  with the  registration  with the
registration  with the  Securities  and Exchange  Commission  (the "SEC") by the
Company of 176,800  shares of the  Company's  common stock (the "Common  Stock")
issuable  upon the  exercise  of  certain  options  awarded  under the  Penederm
Incorporated 1994 Nonemployee  Directors Stock Option Plan (the "Plan") pursuant
to the  Securities  Act of 1933,  as amended  (the  "Act"),  for sale by certain
selling shareholders.

         In connection with the registration, we have examined the following:

         (a)      The Certificate of Incorporation and By-laws of the Company, 
                  each as amended to date;

         (b)      The  Registration  Statement  on Form S-8  (the  "Registration
                  Statement")  relating to the Common  Stock,  as filed with the
                  SEC;

         (c)      Penederm Incorporated 1994 Nonemployee Directors Stock Option 
                  Plan (the "Plan"); and

         (d) Such other documents, records, opinions, certificates and papers as
we  have  deemed  necessary  or  appropriate  in  order  to  give  the  opinions
hereinafter set forth.



<PAGE>



Mylan Laboratories Inc.
October 2, 1998
Page 2


         The  opinions  hereinafter  expressed  are  subject  to  the  following
qualifications and assumptions :

         (i)      In our  examination,  we have assumed the  genuineness  of all
                  signatures,  the authenticity of all documents submitted to us
                  as originals and the conformity of all documents  submitted to
                  us as copies to the originals thereof.

         (ii)     As to the accuracy of certain factual matters,  we have relied
                  on  the   certificates   of   officers   of  the  Company  and
                  certificates,  letters,  telegrams  or  statements  of  public
                  officials.

         (iii)    We express no  opinion on the laws of any  jurisdiction  other
                  than  the  United  States  of  America  and  the  Pennsylvania
                  Business Corporation Law.

         Based upon and subject to the  foregoing,  we are pleased to advise you
that,  insofar as the laws of the  Commonwealth of  Pennsylvania  and the United
States of America are  concerned,  it is our opinion that the 176,800  shares of
Common  Stock to be issued upon the exercise of options  awarded  under the Plan
have been duly  authorized  and  will,  when  issued  upon the  exercise  of the
options, be legally issued, fully paid and non-assessable.


         We hereby  consent to the  filing of this  opinion as an exhibit to the
Registration Statement.

                                            Very truly yours,

                                            /s/ Doepken Keevican & Weiss

                                            DOEPKEN KEEVICAN & WEISS
                                            PROFESSIONAL CORPORATION



<PAGE>



                                                         EXHIBIT 23.2



INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in this  Registration  Statement of
Mylan  Laboratories  Inc.  on  Form  S-8  of  our  report  dated  May  7,  1998,
incorporated   by  reference  in  the  Annual  Report  on  Form  10-K  of  Mylan
Laboratories Inc. for the year ended March 31, 1998.




Deloitte & Touche LLP

Pittsburgh, Pennsylvania
October 1, 1998


<PAGE>


                                                          EXHIBIT 23.3



INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in this  Registration  Statement of
Mylan  Laboratories  Inc.  on Form S-8 of our  report  dated  February  4,  1998
relating to the consolidated  financial statements of Somerset  Pharmaceuticals,
Inc. and subsidiaries as of December 31, 1997 and 1996 and for each of the three
years in the period ended  December 31, 1997,  appearing in the Annual Report on
Form 10-K of Mylan Laboratories Inc. for the year ended March 31, 1998.


Deloitte & Touche LLP

Pittsburgh, Pennsylvania
October 1, 1998


<PAGE>
[{"type": "S-8", "sequence": "1", "description": "NONEMPLOYEE DIRECTORS STOCK OPTION PLAN PENEDERM", "secsgml_size_bytes": 50356}]
{"company-data": {"conformed-name": "MYLAN LABORATORIES INC", "cik": "0000069499", "assigned-sic": "2834", "irs-number": "251211621", "state-of-incorporation": "PA", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-65327", "film-number": "98720913"}, "business-address": {"street1": "130 SEVENTH ST", "street2": "1030 CENTURY BLDG", "city": "PITTSBURGH", "state": "PA", "zip": "15222", "phone": "4122320100"}, "mail-address": {"street1": "1030 CENTURY BUILDING", "street2": "130 SEVENTH STREET", "city": "PITTSBURGH", "state": "PA", "zip": "15222"}, "former-company": {"former-conformed-name": "FRM CORP", "date-changed": "19711003"}}
Registration No. 333-_______________.
-------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549
                          ---------------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      under
                           The Securities Act of 1933
                          ---------------------------

                             Mylan Laboratories Inc.
               (Exact Name of Issuer as specified in its charter)

                     Pennsylvania                          25-1211621
       (State or other jurisdiction of 
        incorporation or organization)     (I.R.S. Employer Identification No.)

                 1030 Century Building
                  130 Seventh Street
               Pittsburgh, Pennsylvania                        15222
       (Address of principal executive offices)             (Zip Code)

                              Penederm Incorporated
                  1994 Nonemployee Directors Stock Option Plan
                              (Full Title of Plan)

                                  Milan Puskar
                             Chief Executive Officer
                              1030 Century Building
                               130 Seventh Street
                         Pittsburgh, Pennsylvania 15222
                     (Name and address of agent for service)

                                   (412) 232-0100
          (Telephone number, including area code, of agent for service)
                              ---------------------------

                                    Copy to:
                            David G. Edwards, Esquire
                            Doepken Keevican & Weiss
                              58th Floor, USX Tower
                                600 Grant Street
                         Pittsburgh, Pennsylvania 15219

                         CALCULATION OF REGISTRATION FEE
Title of Securities          Amount to be        Proposed Maximum       Proposed Maximum            Amount of
      to be Registered            Registered          Offering Price            Aggregate         Registration Fee (1)
                                                       per Share (1)       Offering Price (1)
Common Stock $.01 par               176,800               $30.41               $5,376,488               $1,586.06
value
(1) Estimated for the purpose of calculating  the  registration  fee pursuant to
Rule 457(c) for the shares registered  hereunder,  being the average ($30.41) of
the high ($31.31) and low ($29.50) prices for the  Registrant's  Common Stock on
the New York Stock Exchange on September 30, 1998.

                  In accordance  with Rule 464 under the Securities Act of 1933,
as amended, this Registration  Statement is effective  automatically on the date
of filing with the Securities and Exchange Commission.

                  In addition,  pursuant to Rule 416(c) under the Securities Act
of 1933,  this  Registration  Statement also covers an  indeterminate  amount of
interests to be offered or sold pursuant to the employee  benefit plan described
herein.
PART I.           INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

Item 1.  Plan Information

         Mylan  Laboratories Inc. will send to plan participants the information
required by Part I of this Registration Statement as specified by Rule 428(b)(1)
of the Securities Act of 1933. We are not required to file this information with
the Securities and Exchange  Commission,  nor have we done so. This  information
and the documents  incorporated into this Registration Statement under Item 3 of
Part II of this Form S-8, taken together, constitute a prospectus that meets the
requirements  of Section 10(a) of the Securities Act. We will send copies of the
documents  incorporated by reference to plan participants,  without charge, upon
written or oral request made to Patricia A. Sunseri, Vice President-Investor and
Public  Relations,  130  Seventh  Street,  1030  Century  Building,  Pittsburgh,
Pennsylvania 15222, telephone (412) 232-0100.

PART II.          INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         We have  incorporated  by reference in this  Prospectus  the  documents
listed below.  We have filed these  documents  with the  Securities and Exchange
Commission under the Securities Exchange Act of 1934.

   1.       Annual Report on Form 10-K for the year ended March 31, 1998.
   2.       Quarterly Report on Form 10-Q for the quarter ended June 30, 1998.
   3.       Current Report on Form 8-K filed June 30, 1998.
   4.       Current Report on Form 8-K/A filed August 26, 1998.
   5.       The description of the  Registrant's  Common Stock included in
               the Registration Statement on Form 8-A filed April 3, 1986.

         All of the documents that we subsequently  file with the Securities and
Exchange  Commission under Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934 will be deemed to be  incorporated  by reference  into this
Registration  Statement and will become a part of this  Registration  Statement,
unless we have earlier filed a post-effective amendment which indicates that all
securities  offered  have been sold or which  deregisters  all  securities  then
remaining unsold.

Item 4. Description of Securities.

         Not Applicable.

Item 5.  Interests of Named Experts and Counsel.

         Doepken,   Keevican  &Weiss   Professional   Corporation,   Pittsburgh,
Pennsylvania  has given its opinion as to the legality of the Common Stock being
offered.  Robert W. Smiley,  who is of counsel to Doepken Keevican & Weiss, also
serves as a member of our Board and as our Secretary and General Counsel.

Item 6.  Indemnification of Directors and Officers

         In  accordance  with the  Pennsylvania  Business  Corporation  Law, our
By-Laws  provide  that  none of our  directors  will be  personally  liable  for
monetary  damages for taking or failing to take any action  unless the  director
has breached or failed to perform the duties required under Pennsylvania law and
this breach or failure to perform constitutes  self-dealing,  willful misconduct
or recklessness.

         As permitted under  Pennsylvania  law, our By-Laws provide that we will
indemnify our directors and officers under certain  circumstances  for expenses,
judgments,  fines or  settlements  incurred in  connection  with suits and other
legal  proceedings.  Pennsylvania law allows  indemnification in cases where the
person "acted in good faith and in a

                                        1
manner he reasonably  believed to be in, or not opposed to the best interests of
the corporation and, with respect to any criminal proceeding,  had no reasonable
cause to believe his conduct was unlawful."

Item 7.  Exemption from Registration Claimed

         Not applicable.

Item 8.  Exhibits.

4.1      Penederm Incorporated 1994 Nonemployee Directors Stock Option Plan.

4.2      Amended  and  Restated  Articles  of  Incorporation  of the  Registrant
         (included  as an exhibit in the Form S-8 of the  Registrant  filed with
         the  Commission on December 23, 1997,  Registration  No.  333-43081 and
         incorporated herein by reference).

4.3      Bylaws of the Registrant, as amended to date (included as an exhibit in
         the Form S-8 of the  Registrant  filed with the  Commission on December
         23,  1997,  Registration  No.  333-43081  and  incorporated  herein  by
         reference).

5.1      Opinion of Doepken Keevican & Weiss Professional Corporation.

23.1     Consent of Doepken Keevican & Weiss Professional  Corporation (included
         in the opinion filed as Exhibit 5.1 to this Registration Statement).

23.2  Consent of Deloitte & Touche LLP  relating to its report  regarding  Mylan
Laboratories Inc.

23.3 Consent of Deloitte & Touche LLP relating to its report regarding  Somerset
Pharmaceuticals, Inc.

24.1  Powers  of  Attorney  (included  on  signature  page  of the  Registration
Statement).

Item 9.  Undertakings.

The Registrant hereby undertakes:

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

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

                  (ii) To reflect in the  prospectus any facts or events arising
after the  effective  date of this  registration  statement  (or the most recent
post-effective  amendment  thereof)  which,  individually  or in the  aggregate,
represent a fundamental change in the information set forth in this registration
statement;

                  (iii) To include any material  information with respect to the
plan of distribution not previously disclosed in this registration  statement or
any material change to such information in this registration statement.

         Provided,  however,  that paragraphs (1)(i) and (1)(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 section  15(d) of the
Securities  Exchange  Act of 1934  that are  incorporated  by  reference  in the
registration statement.

                                        2
(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)  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 therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (4) 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.

         (5)  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 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.

                                        3
SIGNATURES

                  Pursuant to the  requirements  of the  Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized in the City of Pittsburgh, State of Pennsylvania,  on October 2,
1998.

                                            Mylan Laboratories Inc.
                (Registrant)

                  By:      /s/  Milan Puskar
                           Milan Puskar, Chairman and Chief Executive Officer

                  Pursuant to the  requirements  of the  Securities Act of 1933,
the  undersigned,  being the members of the  Compensation  Committee,  have duly
caused  this  Registration   Statement  to  be  signed  on  its  behalf  by  the
undersigned,  thereunto  duly  authorized  in the City of  Pittsburgh,  State of
Pennsylvania, on October 2, 1998.

                                Mylan Laboratories Inc. Compensation Committee

                                        /s/ Laurence S. DeLynn
                                        Laurence S. DeLynn, Committee Member
                                             

                                        /s/  John C. Gaisford
                                        John C. Gaisford, M.D., Committee Member

                                POWER OF ATTORNEY

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears below  constitutes and appoints Milan Puskar and Patricia A. Sunseri and
each of them,  with full power to act  without  the  other,  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
or all  amendments  to this  Registration  Statement,  including  post-effective
amendments,  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 connection  therewith,  as fully to all intents and purposes as he
might or could do in  person,  hereby  ratifying  and  confirming  all that said
attorneys-in-fact  and agents of any of them, or any substitute or  substitutes,
lawfully do or cause to be done by virtue hereof.

                                        4
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.

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

/s/ Milan Puskar           Chairman, Chief Executive          October 2, 1998
Milan Puskar                and President (principal
                            executive officer) and Director

/s/ Dana G. Barnett        Executive Vice President
Dana G. Barnett             and Director                      October 2, 1998

    Laurence S. DeLynn     Director                           October 2, 1998

Laurence S. DeLynn

/s/ Robert W. Smiley       Secretary and Director             October 2, 1998

Robert W. Smiley

/s/ Patricia A. Sunseri    Vice President and Director        October 2, 1998

Patricia A. Sunseri

/s/ John C. Gaisford       Director                           October 2, 1998
John C. Gaisford, M.D.

    C.B. Todd              Senior Vice President
C.B. Todd                   and Director                      October 2, 1998

/s/ Donald C. Schilling    Vice President of Finance
Donald C. Schilling        (principal financial officer)      October 2, 1998

/s/ Frank DeGeorge         Director of Accounting
Frank DeGeorge             and Taxation  (principal
                           accounting officer)                October 2, 1998

                                   5
Index to Exhibits

4.1     Penederm Incorporated 1994 Nonemployee Directors Stock Option Plan.

4.2     Amended  and  Restated  Articles  of  Incorporation  of  the  Registrant
        (included as an exhibit in the Form S-8 of the Registrant filed with the
        Commission  on  December  23,  1997,   Registration  No.  333-43081  and
        incorporated herein by reference).

4.3     Bylaws of the Registrant,  as amended to date (included as an exhibit in
        the Form S-8 of the Registrant filed with the Commission on December 23,
        1997, Registration No. 333-43081 and incorporated herein by reference).

5.1     Opinion of Doepken Keevican & Weiss Professional Corporation.

23.1    Consent of Doepken Keevican & Weiss Professional  Corporation  (included
        in the opinion filed as Exhibit 5.1 to this Registration Statement).

23.2    Consent of Deloitte & Touche LLP relating to its report  regarding Mylan
        Laboratories Inc.

23.3    Consent  of  Deloitte  & Touche LLP  relating  to its  report  regarding
        Somerset Pharmaceuticals, Inc.

24.1    Powers of  Attorney  (included  on  signature  page of the  Registration
        Statement).

                                        6
EXHIBIT 4.1

                              PENEDERM INCORPORATED
                           1994 NONEMPLOYEE DIRECTORS
                                STOCK OPTION PLAN

         1.       Purpose.

                  The purpose of this Plan is to offer Nonemployee  Directors of
Penederm  Incorporated  an opportunity to acquire a proprietary  interest in the
success of the Company,  or to increase such interest,  by purchasing  shares of
the  Company's  Common  Stock.  This Plan  provides  for the grant of Options to
purchase Shares. Options granted hereunder shall be "Nonstatutory  Options," and
shall not include  "incentive  stock options"  intended to qualify for treatment
under Sections 421 and 422 of the Internal Revenue Code of 1986, as amended.

         2.       Definitions.

                  As used herein, the following definitions shall apply:

                  (a) "Administrator" shall mean the entity, either the Board or
the committee of the Board, responsible for administering this Plan, as provided
in Section 3.

                  (b)  "Affiliate"  means a parent or subsidiary  corporation as
defined  in  the  applicable  provisions(currently,  Sections  424(e)  and  (f),
respectively) of the Code.

                  (c) "Board"  shall mean the Board of Directors of the Company,
as constituted from time to time.

                  (d) "Change in Control"  shall mean the  occurrence of any one
of the following:

        (i) any  "person",  as such term is used in Sections  13(d) and 14(d) of
the Exchange Act (other than the Company,  an Affiliate,  or a Company  employee
benefit  plan,  including  any  trustee of such plan  acting as  trustee)  is or
becomes the  "beneficial  owner" (as  defined in Rule 13d-3  under the  Exchange
Act), directly or indirectly,  of securities of the Company  representing 20% or
more of the combined voting power of the Company's then outstanding securities;

        (ii) the  solicitation  of proxies (within the meaning of Rule 14a- 1(k)
under the Exchange Act and any  successor  rule) with respect to the election of
any director of the Company where such  solicitation is for any candidate who is
not a candidate  proposed by a majority of the Board in office prior to the time
of such election; or

        (iii) the  dissolution or liquidation  (partial or total) of the Company
or a sale of assets  involving 30% or more of the assets of the Company,  or any
merger or  reorganization  of the Company,  whether or not another entity is the
survivor, or other transaction pursuant to which the holders, as a group, of all
of the shares of the Company  outstanding  prior to the  transaction  hold, as a
group,  less  than  70% of the  shares  of the  Company  outstanding  after  the
transaction.

                  (e) "Code"  shall mean the Internal  Revenue Code of 1986,  as
amended from time to time, and any successor statute.

                  (f) "Company" shall mean Penederm  Incorporated,  a California
corporation.

                  (g) "Common Stock" shall mean the Common Stock of the Company.

                                        7
(h)  "Disability"  means  permanent  and total  disability  as
determined by the  Administrator  in accordance  with the standards set forth in
Section 22(e)(3) of the Code.

                  (i) "Exchange Act" means the Securities  Exchange Act of 1934,
as amended from time to time, and any successor statute.

                  (j) "Expiration Date" shall mean the last day of the term of 
an Option established under Section 6(c).

                  (k) "Fair  Market  Value"  means as of any given  date (a) the
closing price of the Common Stock on the Nasdaq  National  Market as reported in
the Wall Street  Journal;  or (b) if the Common Stock is no longer quoted on the
Nasdaq National Market but is listed on an established  stock exchange or quoted
on any other established interdealer quotation system, the closing price for the
Common Stock on such exchange or system, as reported in the Wall Street Journal.

                  (l)  "Nonemployee  Director"  shall  mean any  person who is a
member of the Board but is not an employee of the  Company or any  Affiliate  of
the Company and has not been an employee of the Company or any  Affiliate of the
Company at any time during the preceding  twelve  months.  Service as a director
does not in itself constitute employment for purposes of this definition.

                  (m)  "Option"  shall mean a stock option  granted  pursuant to
this Plan. Each Option shall be a nonstatutory option not intended to qualify as
an incentive stock option within the meaning of Section 422 of the Code.

                  (n)  "Option  Agreement"  shall  mean  the  written  agreement
described  in  Section 6  evidencing  the  grant of an  Option to a  Nonemployee
Director and containing the terms,  conditions  and  restrictions  pertaining to
such Option.

                  (o) "Optionee" shall mean a Nonemployee  Director who holds an
Option.

                  (p)  "Plan"  shall  mean  this  Penederm   Incorporated   1994
Nonemployee Directors Stock Option Plan, as it may be amended from time to time.

                  (q) "Section" unless the context clearly indicates  otherwise,
shall refer to a Section of this Plan.

                  (r) "Shares" shall mean the shares of Common Stock subject to
an Option granted under this Plan.

                  (s) "Tax Date" means the date defined in Section 7(c).

                  (t)  "Termination"  means,  for  purposes  of the  Plan,  with
respect to an Optionee,  that the  Optionee has ceased to be, for any reason,  a
director of the Company.

                  (u) "Window  Period" means any 10-day period  beginning on the
third  business  day  following  the  date of  release  for  publication  of the
Company's  quarterly  or annual  summary  statements  of  earnings or such other
period as is specified in Rule 16b-3(c) under the Exchange Act, as such rule may
be amended from time to time, or any successor to such rule.

         3.       Administration.

                  (a) Administrator. The Plan shall be administered by the Board
or, upon delegation by the Board, by a committee consisting of not less than two
directors (in either case, the "Administrator"). The Administrator shall have no
authority,  discretion  or power to select the  Nonemployee  Directors  who will
receive Options hereunder

                                        8
or to set the number of shares to be covered by each Option  granted  hereunder,
the exercise price of such Option, the timing of the grant of such Option or the
period  within  which  such  Option may be  exercised.  In  connection  with the
administration of the Plan, the Administrator shall have the powers possessed by
the Board.  The  Administrator  may act only by a majority of its  members.  The
Administrator  may  delegate  administrative  duties  to such  employees  of the
Company  as it  deems  proper,  so  long  as such  delegation  is not  otherwise
prohibited  by Rule  16b-3  under the  Exchange  Act.  The Board at any time may
terminate the authority delegated to any committee of the Board pursuant to this
Section 3(a) and revest in the Board the administration of the Plan.

                  (b)  Administrator  Determinations  Binding.  Subject  to  the
limitations set forth in Section 3(a), the  Administrator  may adopt,  alter and
repeal administrative  rules,  guidelines and practices governing the Plan as it
from time to time shall deem  advisable,  may interpret the terms and provisions
of the Plan, any Option and any Option Agreement and may otherwise supervise the
administration  of the Plan. All decisions made by the  Administrator  under the
Plan shall be binding on all persons,  including the Company and  Optionees.  No
member of the Administrator shall be liable for any action that he or she has in
good faith taken or failed to take with respect to this Plan or any Option.

         4.       Eligibility.

                 Only Nonemployee Directors may receive Options under this Plan.

         5.       Shares Subject to Plan.

                  (a) Aggregate  Number.  Subject to Section 9, the total number
of shares of Common  Stock  reserved  and  available  for  issuance  pursuant to
Options  under this Plan shall be 350,000  shares.  Such shares may consist,  in
whole or in part,  of  authorized  and unissued  shares or shares  reacquired in
private  transactions or open market purchases,  but all shares issued under the
Plan regardless of source shall be counted against the 350,000 share limitation.
If any Option  terminates or expires without being exercised in full, the shares
issuable  under such Option shall again be available  for issuance in connection
with other Options.  If shares of Common Stock issued  pursuant to an Option are
repurchased  by the Company,  such Common Stock shall not again be available for
issuance  in  connection  with  Options.  To the  extent the number of shares of
Common Stock issued pursuant to an Option is reduced to satisfy  withholding tax
obligations,  the number of shares  withheld  to  satisfy  the  withholding  tax
obligations shall not be available for later grant under the Plan.

                  (b) No Rights as a  Shareholder.  An  Optionee  shall  have no
rights as a shareholder  with respect to any Shares covered by his or her Option
until the issuance (as  evidenced by the  appropriate  entry on the books of the
Company or its duly authorized transfer agent) of a stock certificate evidencing
such Shares.  Subject to Section 9, no  adjustment  shall be made for  dividends
(ordinary or  extraordinary,  whether in cash,  securities  or other  property),
distributions,  or other  rights for which the record  date is prior to the date
the certificate is issued.

         6.       Grant of Options.

                  (a) Mandatory Initial Option Grants.  Subject to the terms and
conditions  of this  Plan,  if any  person  who is not,  and has not been in the
preceding  twelve months,  an officer or employee of the Company and who has not
previously been a member of the Board is elected or appointed as a member of the
Board,  then on the effective  date of such  appointment or election the Company
shall  grant to such new  Nonemployee  Director  an  Option  to  purchase  at an
exercise price equal to the Fair Market Value of such Shares on the date of such
option  grant (i) 5,000  shares,  if such person was elected or appointed to the
Board on or prior to March 4,  1996,  or (ii)  7,500  shares if such  person was
elected or appointed to the Board after March 4, 1996, or (iii) 10,000 shares if
such person was elected or appointed to the Board on or after June 16, 1997.

                  (b) Mandatory  Annual Option Grants.  Subject to the terms and
conditions  of this  Plan,  (i) on the date of the  first  meeting  of the Board
immediately following the annual meeting of shareholders of the Company (even if
held on the same day as the meeting of shareholders)  commencing with the annual
meeting of shareholders held

                                        9
in 1994 and  ending  on March 4,  1996,  the  Company  shall  grant to each such
Nonemployee  Director  then in office  (other than a  Nonemployee  director  who
received a Grant under  Section  6(a) in the  previous  six months) an Option to
purchase  5,000  Shares at an exercise  price equal to the Fair Market  Value of
such  Shares  on the date of such  option  grant,  (ii) on the date of the first
meeting of the Board immediately following the annual meeting of stockholders of
the  Company  (even  if held on the  same day as the  meeting  of  shareholders)
commencing with the annual meeting of shareholders held in 1996 and ending prior
to the annual meeting of  shareholders  held in 1997, the Company shall grant to
each such Nonemployee Director then in office (other than a Nonemployee Director
who  received a Grant  under  Section  6(a) on or after the record date for such
annual  meeting) an Option to  purchase  at an exercise  price equal to the Fair
Market Value of such shares on the date of such option  grant:  (A) 7,500 shares
unless  clause (B) below  applies,  or (B) 12,500  shares if such Grant is being
made at the 1996 annual meeting of shareholders and the Nonemployee Director did
not receive a grant under  Section 6(a) or Section 6(b) since the record date of
the 1995  annual  meeting  of  shareholders  and  (iii) on the date of the first
meeting of the Board immediately following the annual meeting of shareholders of
the  Company  (even  if held on the  same day as the  meeting  of  shareholders)
commencing  with the annual  meeting of  shareholders  held in 1997, the Company
shall  grant to each such  Nonemployee  Director  then in office  (other  than a
Nonemployee  Director  who  received a Grant under  Section 6(a) on or after the
record date for such annual  meeting) an option to purchase at an exercise price
equal to the Fair Market Value of such shares on the date of such option  grant:
(x) 10,000 shares unless clause (y) below applies,  or (y) 15,000 shares if such
Nonemployee Director is the Chairman of the Board of the Company.

                  (c) Terms;  Vesting.  Subject to the other  provisions of this
Plan,  each  Option  granted  pursuant  to this Plan  shall be for a term of ten
years.  Each Option  granted  under  Section  6(a) and Section 6(b) shall become
exercisable  with  respect to  1/365th  of the number of Shares  covered by such
Option for each day which elapses  after the date of grant,  so that such Option
shall be fully  exercisable on the first anniversary of the date such Option was
granted.

                  (d) Limitation on Other Grants.  The Administrator  shall have
no  discretion  to grant  Options  under  this Plan  other  than as set forth in
Sections 6(a) and 6(b).

                  (e) Option  Agreement.  As soon as practicable after the grant
of an Option,  the  Optionee and the Company  shall enter into a written  Option
Agreement  which specifies the date of grant,  the number of Shares,  the option
price, and the other terms and conditions applicable to the Option.

                  (f) Assignment or Transfer.

        (i) All or any portion of any Option may be  transferred  by an Optionee
to (i) the spouse,  children or grandchildren of the Optionee ("Immediate Family
Members"),  (ii) a partnership  in which such  Immediate  Family Members are the
only  partners,  or (iii) a trust or trusts  for the  exclusive  benefit of such
Immediate Family Members,  provided that (x) there may be no  consideration  for
such transfer,  (y) the agreement pursuant to which such Options are transferred
must be in a form  consistent  with this Plan,  and must  expressly  provide for
transferability  in  a  manner  consistent  with  this  Section  6(f),  and  (z)
subsequent  transfers of transferred Options shall be prohibited except those in
accordance with Section  6(f)(ii).  Following  transfer,  any such Options shall
continue  to be  subject  to the same terms and  conditions  as were  applicable
immediately  prior to transfer.  The events of termination of Section 6(i) shall
continue to be applied with respect to the original  Optionee,  following  which
the Options shall be exercisable by the transferee  only to the extent,  and for
the periods specified in Section 6(i). Neither the Company nor the Administrator
shall have any obligation to provide the  transferee  with notice of termination
of an Optionee.

        (ii)  Options  shall be  transferable  only in  accordance  with Section
6(f)(i) or by will or the laws of descent and distribution.

                  (g) Limits on  Exercise.  Subject to the other  provisions  of
this Plan,  an Option shall be  exercisable  in such amounts as are specified in
the Option Agreement.

                                       10
(h) Exercise  Procedures.  To the extent the right to purchase
Shares has accrued,  Options may be exercised, in whole or in part, from time to
time, by written  notice from the Optionee to the Company  stating the number of
Shares being  purchased,  accompanied  by payment of the exercise  price for the
Shares, and other applicable amounts, as provided in Section 7.

                  (i) Termination. In the event of Termination,  Options held at
the  date of  Termination  (and  only to the  extent  then  exercisable)  may be
exercised  in whole or in part at any time within three months after the date of
Termination  (but in no event after the Expiration  Date),  but not  thereafter.
Notwithstanding  the foregoing,  if Termination is due to retirement or to death
or Disability,  Options held at the date of Termination  (and only to the extent
then  exercisable)  may be  exercised in whole or in part by the Optionee in the
case of  retirement  or  Disability,  by the  participant's  guardian  or  legal
representative or by the person to whom the Option is transferred by will or the
laws of descent and distribution,  at any time within two years from the date of
Termination (but in no event after the Expiration Date).

         7.       Pavement and Taxes upon Exercise of Options.

                  (a) Purchase Price.  The purchase price of Shares issued under
this Plan shall be paid in full at the time an Option is exercised.

                  (b) Delivery of Purchase Price.  Optionees may make all or any
portion of any payment due to the Company

        (i) upon exercise of an Option, or

        (ii) with  respect to  federal,  state,  local or foreign tax payable in
connection  with the exercise of an Option,  by delivery of (x) cash, (y) check,
or (z) a  promissory  note of the Optionee or shares of Common Stock so long as,
if applicable,  such property  constitutes  valid  consideration  for the Common
Stock under,  and otherwise  complies with,  applicable  law. No promissory note
under the Plan shall have a term (including  extensions) of more than five years
or shall be of a principal  amount  exceeding 90% of the purchase  price paid by
the  borrower.  Exercise  of an  Option  may be  made  pursuant  to a  "cashless
exercise/sale"  procedure  pursuant  to which  funds to pay for  exercise of the
Option  are  delivered  to  the  Company  by a  broker  upon  receipt  of  stock
certificates  from the Company,  or pursuant to which  Optionees  obtain  margin
loans from brokers to fund the exercise of the Option.

                  (c) Tax Withholding.  The Optionee shall pay to the Company in
cash, promptly upon exercise of an Option or, if later, the date that the amount
of such obligations  becomes  determinable (in either case, the "Tax Date"), all
applicable  federal,  state,  local  and  foreign  withholding  taxes  that  the
Administrator,  in its  discretion,  determines  to result  upon  exercise of an
Option or from a  transfer  or other  disposition  of  shares  of  Common  Stock
acquired upon exercise. of an Option or otherwise related to an Option or shares
of Common Stock acquired in connection with an Option.

                  A person who has  exercised an Option may make an election (i)
to deliver to the  Company a  promissory  note of the  Optionee on the terms set
forth in Section 7(b), (ii) to tender to the Company  previously-owned shares of
Common  Stock held for at least six  months,  or (iii) to have  shares of Common
Stock to be  obtained  upon  exercise  of the Option  withheld by the Company on
behalf of the Optionee, to pay the amount of tax that the Administrator,  in its
discretion,  determines  to be  required  to be  withheld  by the  Company.  Any
election  pursuant to clause (iii) above by a Optionee  subject to Section 16 of
the  Exchange  Act  shall be  subject  to the  following  limitations:  (1) such
election  must be made at least  six  months  before  the Tax Date and  shall be
irrevocable;  or (2)  such  election  must be made in (or made  earlier  to take
effect in) any Window Period (and the  withholding of the shares of Common Stock
shall take place during such Window  Period) and shall be subject to approval by
the Board,  which  approval  may be given any time after such  election has been
made,  and the Option  must be held at least six  months  prior to the Tax Date;
provided,  that,  the  election  referenced  in clause (2) above may not be made
unless (A) such  election.  is consistent  with Rule  16b-3(c)(2)(ii)  under the
Exchange Act, and (B) the Company has been subject to the reporting requirements

                                       11
of  Section  13(a) of the  Exchange  Act for at least one year and has filed all
reports and  statements  required to be filed  pursuant to that section for that
year. The right to so withhold shares of Common Stock shall relate separately to
each Option.

         Any shares  tendered to or  withheld  by the Company  will be valued at
Fair Market Value on such date. The value of the shares of Common Stock tendered
or  withheld  may not exceed the  required  federal,  state,  local and  foreign
withholding tax obligations as computed by the Company.

         8.       Use of Proceeds.

                  Proceeds  from the sale of Shares  pursuant to this Plan shall
be used for general corporate purposes.

         9.       Adjustment of Shares.

                  In the  event of any  merger,  reorganization,  consolidation,
recapitalization,  stock  dividend,  stock  split or other  change in  corporate
structure affecting the Common Stock,  appropriate  adjustments shall be made by
the  Administrator  in the aggregate number and kind of shares of Stock reserved
for issuance under the Plan and in the number, kind and exercise price of shares
subject to outstanding  Options;  provided,  however,  that the number of shares
subject to any Option shall always be a whole number.

         10.      Effect of Change in Control.

                  In the event of a "Change in Control," any Options outstanding
as of the date such Change in Control is  determined  to have  occurred  and not
then exercisable and vested shall become fully exercisable and vested.

         11.      No Right to Directorship.

                  Neither  this  Plan nor any  Option  granted  hereunder  shall
confer  upon  any  Optionee  any  right  with  respect  to  continuation  of the
Optionee's membership on the Board or shall interfere in any way with provisions
in the Company's Articles of Incorporation and By-Laws relating to the election,
appointment, terms of office, and removal of members of the Board.

         12.      Legal Requirements.

                  The Company shall not be obligated to offer or sell any Shares
upon  exercise  of any Option  unless  the  Shares are at that time  effectively
registered or exempt from registration under the federal securities laws and the
offer and sale of the Shares are  otherwise in  compliance  with all  applicable
securities laws and the regulations of any stock exchange on which the Company's
securities may then be listed.  The Company shall have no obligation to register
the securities  covered by this Plan under the federal  securities  laws or take
any other steps as may be  necessary  to enable the  securities  covered by this
Plan to be  offered  and sold  under  federal  or other  securities  laws.  Upon
exercising  all or any  portion of an Option,  an  Optionee  may be  required to
furnish  representations  or undertakings  deemed  appropriate by the Company to
enable the offer and sale of the Shares or subsequent  transfers of any interest
in the Shares to comply with applicable securities laws. Certificates evidencing
Shares  acquired upon exercise of Options shall bear any legend  required by, or
useful for purposes of compliance with, applicable securities laws, this Plan or
the Option Agreements.

         13.      Duration and Amendments.

                  (a) Duration.  This Plan shall become  effective upon adoption
by the Board provided,  however,  that no Option shall be exercisable unless and
until  written  consent of the  shareholders  of the  Company,  or  approval  of
shareholders of the Company voting at a validly called shareholders' meeting, is
obtained  within 12 months  after  adoption  by the Board.  If such  shareholder
approval is not  obtained  within such time,  Options  granted  hereunder  shall
terminate  and be of no force  and  effect  from and  after  expiration  of such
12-month period.

                                       12
(b) Amendment and Termination.  The Board may amend,  alter or
discontinue   the  Plan  or  any  Option,   but  no  amendment,   alteration  or
discontinuance  shall be made which would impair the rights of an Optionee under
an outstanding Option without the Optionee's consent. In addition, the Board may
not amend or alter the Plan without the approval of  shareholders of the Company
entitled to vote at a duly held shareholders' meeting or by an action by written
consent  and,  if at a meeting,  a quorum of the voting  power of the Company is
represented  in person or by proxy,  where such  amendment or alteration  would,
except as  expressly  provided in the Plan,  increase the total number of shares
reserved  for  issuance  pursuant  to  Options  under the Plan or in such  other
circumstances as the Board deems appropriate to comply with Rule 16b-3 under the
Exchange Act or otherwise.  Notwithstanding  any other provision of this Section
12(b), the provisions of the Plan governing (A) who is granted Options,  (B) the
number of Shares to be covered by each Option,  (C) the  exercise  price of each
Option,  (D) the timing of the grant of each  Option,  or (E) the period  within
which each Option may be  exercised,  shall not be amended  more than once every
six  months,  other  than to  comport  with  changes  in the  Code or the  rules
thereunder or the Employee  Retirement  Income Security Act of 1974, as amended,
or the rules thereunder.

                  (c) Effect of  Amendment  or  Termination.  No Shares shall be
issued  or sold  under  this Plan  after the  termination  hereof,  except  upon
exercise of an Option  granted before  termination.  Termination or amendment of
this Plan shall not affect any Shares  previously  issued and sold or any Option
previously granted under this Plan.

         14. Rule 16b-3.

                  With respect to persons  subject to Section 16 of the Exchange
Act,  transactions  under this Plan are  intended to comply with the  applicable
conditions  of Rule 16b-3 under the Exchange Act. To the extent any provision of
this  Plan or  action  by the  Administrator  fails  to so  comply,  it shall be
adjusted to comply with Rule 16b-3,  to the extent  permitted  by law and deemed
advisable  by the  Administrator.  It shall  be the  responsibility  of  persons
subject  to  Section  16 of  the  Exchange  Act,  not  of  the  Company  or  the
Administrator,  to comply with the  requirements  of Section 16 of the  Exchange
Act; and neither the Company nor the Administrator  shall be liable if this Plan
or any  transaction  under  this  Plan  fails  to  comply  with  the  applicable
conditions  of Rule 16b-3,  or if any such  person  incurs any  liability  under
Section 16 of the Exchange Act.

                                       13
EXHIBIT 5.1

                            DOEPKEN KEEVICAN & WEISS
                              58th Floor, USX Tower
                                600 Grant Street
                         Pittsburgh, Pennsylvania 15219

                                 October 2, 1998

Mylan Laboratories Inc.
1030 Century Building
130 Seventh Street
Pittsburgh, Pennsylvania 15222

         RE:      Mylan Laboratories Inc.
                  Registration on Form S-8

Ladies and Gentlemen:

         We have acted as counsel for Mylan  Laboratories  Inc., a  Pennsylvania
corporation  (the  "Company"),  in  connection  with the  registration  with the
registration  with the  Securities  and Exchange  Commission  (the "SEC") by the
Company of 176,800  shares of the  Company's  common stock (the "Common  Stock")
issuable  upon the  exercise  of  certain  options  awarded  under the  Penederm
Incorporated 1994 Nonemployee  Directors Stock Option Plan (the "Plan") pursuant
to the  Securities  Act of 1933,  as amended  (the  "Act"),  for sale by certain
selling shareholders.

         In connection with the registration, we have examined the following:

         (a)      The Certificate of Incorporation and By-laws of the Company, 
                  each as amended to date;

         (b)      The  Registration  Statement  on Form S-8  (the  "Registration
                  Statement")  relating to the Common  Stock,  as filed with the
                  SEC;

         (c)      Penederm Incorporated 1994 Nonemployee Directors Stock Option 
                  Plan (the "Plan"); and

         (d) Such other documents, records, opinions, certificates and papers as
we  have  deemed  necessary  or  appropriate  in  order  to  give  the  opinions
hereinafter set forth.
Mylan Laboratories Inc.
October 2, 1998
Page 2

         The  opinions  hereinafter  expressed  are  subject  to  the  following
qualifications and assumptions :

         (i)      In our  examination,  we have assumed the  genuineness  of all
                  signatures,  the authenticity of all documents submitted to us
                  as originals and the conformity of all documents  submitted to
                  us as copies to the originals thereof.

         (ii)     As to the accuracy of certain factual matters,  we have relied
                  on  the   certificates   of   officers   of  the  Company  and
                  certificates,  letters,  telegrams  or  statements  of  public
                  officials.

         (iii)    We express no  opinion on the laws of any  jurisdiction  other
                  than  the  United  States  of  America  and  the  Pennsylvania
                  Business Corporation Law.

         Based upon and subject to the  foregoing,  we are pleased to advise you
that,  insofar as the laws of the  Commonwealth of  Pennsylvania  and the United
States of America are  concerned,  it is our opinion that the 176,800  shares of
Common  Stock to be issued upon the exercise of options  awarded  under the Plan
have been duly  authorized  and  will,  when  issued  upon the  exercise  of the
options, be legally issued, fully paid and non-assessable.

         We hereby  consent to the  filing of this  opinion as an exhibit to the
Registration Statement.

                                            Very truly yours,

                                            /s/ Doepken Keevican & Weiss

                                            DOEPKEN KEEVICAN & WEISS
                                            PROFESSIONAL CORPORATION
EXHIBIT 23.2

INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in this  Registration  Statement of
Mylan  Laboratories  Inc.  on  Form  S-8  of  our  report  dated  May  7,  1998,
incorporated   by  reference  in  the  Annual  Report  on  Form  10-K  of  Mylan
Laboratories Inc. for the year ended March 31, 1998.

Deloitte & Touche LLP

Pittsburgh, Pennsylvania
October 1, 1998
EXHIBIT 23.3

INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in this  Registration  Statement of
Mylan  Laboratories  Inc.  on Form S-8 of our  report  dated  February  4,  1998
relating to the consolidated  financial statements of Somerset  Pharmaceuticals,
Inc. and subsidiaries as of December 31, 1997 and 1996 and for each of the three
years in the period ended  December 31, 1997,  appearing in the Annual Report on
Form 10-K of Mylan Laboratories Inc. for the year ended March 31, 1998.

Deloitte & Touche LLP

Pittsburgh, Pennsylvania
October 1, 1998