AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 22, 2002
                                                 REGISTRATION NO. 333-
================================================================================

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


                                    FORM S-8


                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                              ---------------------



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



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



                               200 HIGHLAND AVENUE
                                NEEDHAM, MA 02494
               --------------------------------------------------
               (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)(ZIP CODE)


       STOCK OPTION GRANTED BY ABLE LABORATORIES, INC. TO C. ROBERT CUSICK
  INCENTIVE STOCK OPTION GRANTED BY ABLE LABORATORIES, INC. TO C. ROBERT CUSICK
       STOCK OPTION GRANTED BY ABLE LABORATORIES, INC. TO C. ROBERT CUSICK
  DIRECTOR STOCK OPTION GRANTED BY ABLE LABORATORIES, INC. TO C. ROBERT CUSICK
                            ------------------------
                            (FULL TITLE OF THE PLAN)



                              DHANANJAY G. WADEKAR
                               200 Highland Avenue
                          Needham, Massachusetts 02494
                  (781)449-4926 / Facsimile No.: (781)449-5190
            ---------------------------------------------------------
            (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
                   INCLUDING AREA CODE, OF AGENT FOR SERVICE)


                        COPIES OF ALL COMMUNICATIONS TO:

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


                         CALCULATION OF REGISTRATION FEE
<TABLE><CAPTION>
===================   ==================   ========================   ========================   ================
TITLE OF SECURITIES      AMOUNT TO BE          PROPOSED MAXIMUM          PROPOSED MAXIMUM           AMOUNT OF
TO BE REGISTERED          REGISTERED       OFFERING PRICE PER SHARE   AGGREGATE OFFERING PRICE   REGISTRATION FEE
===================   ==================   ========================   ========================   ================
<S>                   <C>                  <C>                        <C>                        <C>
Common Stock
($.01 par value)      133,333 shares (1)            $1.875                   $249,999.36             $23.00 (2)
-------------------   ------------------   ------------------------   ------------------------   ----------------
Common Stock
($.01 par value)       60,000 shares (3)             $4.45                   $267,000                $24.56 (4)
-------------------   ------------------   ------------------------   ------------------------   ----------------
Common Stock
($.01 par value)      273,333 shares (5)             $3.75                 $1,024,998.75             $94.30 (2)
-------------------   ------------------   ------------------------   ------------------------   ----------------
Common Stock
($.01 par value)      333,333 shares (6)             $3.30                 $1,099,998.90            $101.20 (2)
===================   ==================   ========================   ========================   ================
</TABLE>
(1)  Represents shares of Able Laboratories, Inc. common stock issuable upon
     exercise of an outstanding stock option granted by Able Laboratories, Inc.
     to C. Robert Cusick dated November 19, 1998.
(2)  In accordance with Rule 457(h) under the Securities Act of 1933, the
     calculation is based on the exercise price of such option
(3)  Represents shares of Able Laboratories, Inc. common stock issued and
     outstanding at July 22, 2002 pursuant to an Incentive Stock option granted
     by Able Laboratories to C. Robert Cusick dated February 4, 1999.
(4)  In accordance with Rule 457(c) under the Securities Act of 1933, the
     calculation with respect to shares issued and outstanding at July 22, 2002
     pursuant to the exercise of stock options granted by Able Laboratories,
     Inc. to C. Robert Cusick is based on the average of the high and low sale
     prices reported on the Over-the-Counter Bulletin Board on July 19, 2002.
(5)  Represents shares of Able Laboratories, Inc. common stock issuable upon
     exercise of an outstanding stock option granted by Able Laboratories, Inc.
     to C. Robert Cusick dated February 24, 1999.
(6)  Represents shares of Able Laboratories, Inc. common stock issuable upon
     exercise of an outstanding director stock option granted by Able
     Laboratories to C. Robert Cusick dated February 24, 2001.
================================================================================
<PAGE>
                               REOFFER PROSPECTUS

     The material which follows, up to but not including the page beginning Part
II of this Registration Statement, constitutes a reoffer prospectus prepared in
accordance with the applicable requirements of Part I of Form S-3 under General
Instruction C to Form S-8. The reoffer prospectus is to be used in connection
with resales of restricted securities issued and outstanding pursuant to an
Incentive Stock Option granted on February 4, 1999.

                                  60,000 SHARES

                             ABLE LABORATORIES, INC.

                                  COMMON STOCK

           THIS DOCUMENT CONSTITUTES PART OF A REGISTRATION STATEMENT
                       COVERING SECURITIES THAT HAVE BEEN
                  REGISTERED UNDER THE SECURITIES ACT OF 1933.

     This reoffer prospectus relates to the resale, by a holder of 60,000 shares
of common stock, par value $.01 per share, of Able Laboratories, Inc., issued
pursuant to the exercise of an Incentive Stock Option granted on February 4,
1999. We will refer to such holder as a selling stockholder.

     We will not receive any of the proceeds from the offering. We will bear the
costs relating to the registration of the shares offered hereby (other than
selling commissions).

     The selling stockholder named herein or any pledgees, donees, transferees
or other successors in interest, may offer the shares of common stock, from time
to time during the effectiveness of this registration, for sale in the
over-the-counter market or on the Boston Stock Exchange, in one or more
negotiated transactions, or through a combination of methods of sale, at prices
and on terms then prevailing or at negotiated prices. Sales may be effected to
or through broker-dealers, who may receive compensation in the form of
discounts, concessions or commissions in connection therewith. See "Plan of
Distribution."

     Our common stock is traded on the Boston Stock Exchange and quoted on the
OTC Bulletin Board under the symbol "ABLA." On July 19, 2002, the last reported
sale price for the common stock, as reported on the OTC Bulletin Board, was
$4.45 per share.

     Our executive offices are located at 200 Highland Avenue, Needham,
Massachusetts 02494 and our telephone number at that location is (781)449-4926.

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

     The common stock offered hereby involves a high degree of risk.

                     SEE "RISK FACTORS" BEGINNING AT PAGE 5.

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

    THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
     AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
      SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
            PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
            ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

              THE DATE OF THIS REOFFER PROSPECTUS IS JULY 22, 2002.


                                        2
<PAGE>




                                TABLE OF CONTENTS





                                                                        PAGE
                                                                        ----

AVAILABLE INFORMATION...................................................  4

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.........................  4

OUR BUSINESS............................................................  5

RISK FACTORS............................................................  5

USE OF PROCEEDS.........................................................  8

SELLING STOCKHOLDERS....................................................  8

PLAN OF DISTRIBUTION....................................................  9

LEGAL MATTERS...........................................................  9

EXPERTS ................................................................  9









                                        3
<PAGE>
                              AVAILABLE INFORMATION

     We file annual reports, quarterly reports, current reports, proxy
statements and other information with the Securities and Exchange Commission.
You may read and copy any of our SEC filings at the SEC's public reference room
at 450 Fifth Street, N.W., Washington D.C. 20549. You may call the SEC at
1-800-SEC-0330 for further information about the public reference room. Our SEC
filings also are available to the public on the SEC's website at
http://www.sec.gov.

     This reoffer prospectus constitutes part of a Registration Statement on
Form S-8 filed by us with the Commission under the Securities Act of 1933, as
amended. This reoffer prospectus does not contain all of the information
contained in the Registration Statement, and reference is hereby made to the
Registration Statement and related exhibits for further information with respect
to our company and the securities offered hereby. Any statements contained
herein concerning the provisions of any document are not necessarily complete,
and, in such instance, reference is made to the copy of such document filed as
an exhibit to the Registration Statement or otherwise filed with the Commission.
Each such statement is qualified in its entirety by such reference.

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The SEC allows us to "incorporate by reference" information from certain of
our other SEC filings. This means that we can disclose information to you by
referring you to those other filings, and the information incorporated by
reference is considered to be part of this reoffer prospectus. In addition,
certain information that we file with the SEC after the date of this reoffer
prospectus will automatically update, and in some cases supersede, the
information contained or otherwise incorporated by reference in this reoffer
prospectus. We are incorporating by reference the information contained in the
following SEC filings (File. No. 1-11352):

     o    Our Annual Report on Form 10-K for the year ended December 31, 2001;
     o    Our Quarterly Report on Form 10-Q for the quarter ended March 31,
          2002;
     o    The "Description of Securities" contained in our Registration
          Statement on Form 8-A filed August 19, 1992 together with all
          amendments and reports filed for the purpose of updating that
          description;
     o    All other documents we filed pursuant to Section 13(a) or 15(d) of the
          Exchange Act since the end of the fiscal year covered by the Annual
          Report referred to above; and
     o    All reports and other documents subsequently filed by us pursuant to
          Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date
          of this reoffer prospectus and prior to the termination of the
          offering made hereby shall be deemed to be incorporated by reference
          herein and to be a part hereof from the date of the filing of such
          reports and documents. Any statement contained in a document
          incorporated or deemed to be incorporated by reference herein shall be
          deemed to be modified or superseded for purposes of this reoffer
          prospectus to the extent that a statement contained herein modifies or
          supersedes such statement. Any statement so modified or superseded
          shall not be deemed, except as so modified or superseded, to
          constitute a part of the Registration Statement or this reoffer
          prospectus.

     You may request copies of these filings, at no cost, by writing or
telephoning us as follows:

                            Investor Relations
                            Able Laboratories, Inc.
                            200 Highland Avenue, Suite 301
                            Needham, Massachusetts 02494
                            Telephone: (781)449-4926

     This reoffer prospectus is part of a Registration Statement on Form S-8 we
filed with the SEC under the Securities Act of 1933. This reoffer prospectus
does not contain all of the information contained in the Registration Statement.
For further information about us and our common stock, you should read the
Registration Statement and the exhibits filed with the Registration Statement.

                                        4
<PAGE>
                                  OUR BUSINESS

     We develop and manufacture generic drugs. Generic drugs are the chemical
and therapeutic equivalents of brand-name drugs. They must meet the same
governmental standards as the brand-name drugs they replace, and they must meet
all U.S. Food and Drug Administration, or FDA, guidelines before they can be
made or sold. We can manufacture and market a generic drug only if the patent or
other government-mandated market exclusivity period for the brand-name
equivalent has expired. Generic drugs are typically sold under their generic
chemical names at prices significantly below those of their brand-name
equivalents. We estimate that the U.S. generic or multi-source drug market
approximates $13 billion in annual sales. We believe that this market has grown
due to a number of factors, including:

     o    a significant number of widely-prescribed brand-name drugs are at or
          near the end of their period of patent protection, making it
          permissible for generic manufacturers to produce and market competing
          generic drugs;

     o    managed care organizations, which typically prefer lower-cost generic
          drugs to brand-name products, continue to grow in importance and
          impact in the U.S. health care market; and

     o    physicians, pharmacists and consumers increasingly accept generic
          drugs.

     Our strategy is to focus on developing generic drugs that either have large
established markets or are niche products with limited or no competition.

     Our facility consists of 46,000 square feet of manufacturing, warehousing,
laboratory and office space, and an additional 34,700 square feet of warehousing
and office space in South Plainfield, New Jersey.

     Our products are highly regulated, principally by the FDA, the U.S. Drug
Enforcement Agency, state governments and governmental agencies of other
countries. Federal and state regulations and statutes impose certain
requirements on the testing, manufacture, labeling, storage, record keeping,
approval, advertising and promotion of our products. Noncompliance with
applicable requirements can result in judicially and administratively imposed
sanctions.

     On May 29, 2002 our stockholders approved a plan of recapitalization that
resulted in a one-for-fifteen reverse split of our common stock. The reverse
split was effective on June 3, 2002. All of the share numbers and per share
price information in this prospectus have been adjusted to represent post-split
numbers.

     Our corporate headquarters is located at 200 Highland Avenue, Suite 301,
Needham, MA 02494. The telephone number at our corporate office is (781)
449-4926, and the facsimile number is (781)449-5190.

                                  RISK FACTORS

     BEFORE YOU INVEST IN OUR COMMON STOCK, YOU SHOULD BE AWARE THAT THERE ARE
VARIOUS RISKS ASSOCIATED WITH SUCH AN INVESTMENT, INCLUDING THOSE DESCRIBED
BELOW. WE HAVE SET FORTH BELOW THE MATERIAL RISK FACTORS NECESSARY TO MAKE AN
INFORMED INVESTMENT DECISION. YOU SHOULD CAREFULLY CONSIDER THESE RISK FACTORS,
TOGETHER WITH ALL OF THE OTHER INFORMATION INCLUDED IN THIS PROSPECTUS,
INCLUDING INFORMATION INCORPORATED BY REFERENCE, BEFORE YOU DECIDE WHETHER TO
PURCHASE SHARES OF OUR COMMON STOCK.

IF WE CONTINUE TO INCUR LOSSES, THEN THE VALUE OF OUR COMMON STOCK WILL LIKELY
DECLINE.

     We have incurred operating losses in every year since our inception. We had
an accumulated deficit of $[69,526,707] as of March 31, 2002. We incurred a net
loss of $[4,472,907] in the year ended December 31, 2001.

                                        5
<PAGE>
We reported net income of $1,702,722 for the three months ended March 31, 2002.
If we continue to incur operating losses, then the value of our common stock
will likely decline and investors could lose their investment.

     Our losses have resulted principally from expenses we incurred in research
and development activities, and from general and administrative costs associated
with our development efforts. To continue development of our current and
proposed products, we will need to expend substantial additional resources to
conduct further product development and expand our manufacturing, sales,
marketing, regulatory and administrative capabilities. Therefore, we may incur
operating losses in the future as we expand our product programs.

WE MAY HAVE DIFFICULTY MANAGING OUR GROWTH.

     We have been experiencing a period of rapid growth that has been placing a
significant strain on all of our resources. Revenue from Able's operations for
the year ended December 31, 2001 increased to $16,526,664. Revenue for the three
months ended March 31, 2002, increased to $9,303,991. The number of our
employees at our South Plainfield, New Jersey facility increased from 95 in
March 2001 to 205 in May 2002. We anticipate that our revenues and business
activities will continue to grow in 2002. To manage future growth effectively,
we must maintain and enhance our financial and accounting systems and our
manufacturing processes and compliance programs, as well as the operational and
administrative tasks associated with integrating new personnel and managing
expanded operations. The challenges inherent in managing growth are significant.
If we are unable to meet these challenges, we could experience a material
adverse effect on the quality of our products, our ability to retain key
personnel and our business, operating results and financial condition.

WE DEPEND ON A NUMBER OF KEY PERSONNEL.

     Our future success depends to a significant degree on the skill, experience
and efforts of our chief executive officer and the other members of our senior
management team. The loss of any member of our senior management team could have
a material adverse effect on our business.

WE FACE INTENSE COMPETITION FROM OTHER MANUFACTURERS OF GENERIC DRUGS.

     In order to succeed in the generic drug business, we need to achieve a
significant share of the market for each generic drug we market. The generic
drug manufacturing and distribution business is highly competitive. We compete
with several companies that are better capitalized than we are and that have
financial and human resources significantly greater than ours. Because we
manufacture generic drugs, our products by their very nature are chemically and
biologically equivalent to the products of our larger and profitable
competitors. Also, we believe that, as a rule, the first one or two companies to
bring a generic alternative to the market will capture the highest market share
for that product. These larger companies, with their greater resources, could
bring products to market before us, and could capture a significant share of the
market at our expense.

YOU WILL EXPERIENCE IMMEDIATE AND SUBSTANTIAL DILUTION IN THE BOOK VALUE OF YOUR
INVESTMENT.

     If you purchase shares of our common stock offered by this prospectus, you
will experience immediate and substantial dilution, in that the price you pay
will be substantially greater than the net tangible book value per share of the
shares you acquire. The net tangible book value attributable to the common stock
is $4,369,760, or $.38 per share, as of March 31, 2002.

WE ARE OBLIGATED TO ISSUE A LARGE NUMBER OF SHARES OF COMMON STOCK AT PRICES
LOWER THAN MARKET VALUE.

     We are obligated to issue a large number of shares of common stock at
prices lower than market value. Therefore, our common stock could lose value if
a large number of shares are issued into the market. As of June 13, 2002,
approximately 11,623,823 shares of common stock were issued and outstanding. We
have issued a large number of securities, such as options, warrants and
convertible preferred stock, that are convertible by their holders into shares
of common stock. As of June 14, 2002, we were obligated to issue up to
approximately 3,501,523 additional shares of common stock upon the conversion of
convertible securities. We have also reserved 2,831,949 shares of common stock
for issuance pursuant to options and warrants granted to our employees,
officers, directors, consultants and others. The holders of these convertible
securities likely would only exercise their rights to acquire

                                        6
<PAGE>
common stock at times when the exercise price is lower than the price at which
they could buy the common stock on the open market. Because we would likely
receive less than current market price for any shares of common stock issued
upon exercise of options and warrants, the exercise of a large number of these
convertible securities could reduce the per-share market price of common stock
held by existing investors. Also, the exercise of a large number of convertible
securities could limit our ability to obtain additional equity capital by
selling common stock. In all likelihood, we would be able to sell shares of
common stock elsewhere on more favorable terms at the time the holders of
convertible securities chose to exercise their rights.

CONVERSION OF OUTSTANDING SHARES OF CONVERTIBLE PREFERRED STOCK MAY REDUCE THE
MARKET PRICE AND DILUTE THE RELATIVE VOTING POWER OF OUR OUTSTANDING COMMON
STOCK.

     The conversion of outstanding shares of preferred stock may result in
substantial dilution to the equity interests of current holders of our common
stock. Specifically, the issuance of a significant amount of additional shares
of our common stock would result in a decrease of the relative voting power of
holders of our common stock which was issued and outstanding prior to the
conversion of the preferred stock. In addition, public resales of our common
stock following conversions of preferred stock may depress the prevailing market
price of our common stock. Even prior to the time of actual conversions of the
preferred stock, the perception of a significant market "overhang" resulting
from the existence of our obligation to honor such conversions could depress the
market price of our common stock.

THE VALUE OF OUR COMMON STOCK FLUCTUATES WIDELY AND INVESTORS COULD LOSE MONEY
ON THEIR INVESTMENTS IN OUR STOCK.

     The price of our common stock has fluctuated widely in the past, and it is
likely that it will continue to do so in the future. The market price of our
common stock could fluctuate substantially based on a variety of factors,
including:

     o    quarterly fluctuations in our operating results;

     o    announcements of new products by us or our competitors;

     o    key personnel losses;

     o    sales of common stock; and

     o    developments or announcements with respect to industry standards,
          patents or proprietary rights.

     Over the past twelve months, the market price of our common stock has
fluctuated between approximately $2.55 and approximately $9.15, adjusted to
reflect the reverse stock split, and was approximately $4.38 on July 17, 2002.
These broad market fluctuations could adversely affect the market price of our
common stock, in that at the current price, any fluctuation in the dollar price
per share could constitute a significant percentage decrease in the value of a
stockholder's investment. Also, when the market price of a stock has been
volatile, holders of that stock have often instituted securities class action
litigation against the company that issued the stock. If any of our stockholders
brought such a lawsuit against us, we could incur substantial costs defending
the lawsuit and we would have to divert management time and attention away from
operations. A lawsuit based on the volatility of the stock price in whole or in
part could seriously harm our business and your investment.

WE MAY FACE PRODUCT LIABILITY FOR WHICH WE ARE NOT ADEQUATELY INSURED.

     The testing, marketing and sale of drug products for human use is
inherently risky. Liability might result from claims made directly by consumers
or by pharmaceutical companies or others selling our products. We presently
carry product liability insurance in amounts that we believe to be adequate, but
we can give no assurance that such insurance will remain available at a
reasonable cost or that any insurance policy would offer coverage sufficient to
meet any liability arising as a result of a claim. We can give no assurance that
we will be able to obtain or maintain adequate insurance on reasonable terms or
that, if obtained, such insurance will be sufficient to protect

                                        7
<PAGE>
us against such potential liability or at a reasonable cost. The obligation to
pay any product liability claim or a recall of a product could have a material
adverse affect on our business, financial condition and future prospects.

INTENSE REGULATION BY GOVERNMENT AGENCIES MAY DELAY OUR EFFORTS TO COMMERCIALIZE
OUR PROPOSED DRUG PRODUCTS.

     Before we can market any generic drug, we must first obtain FDA approval of
the proposed drug and of the active drug raw materials that we use. In many
instances, our approvals cover only one source of raw materials. If raw
materials from a specified supplier were to become unavailable, we would be
required to file a supplement to our Abbreviated New Drug Application to use a
different manufacturer and revalidate the manufacturing process using a new
supplier's materials. This could cause a delay of several months in the
manufacture of the drug involved and the consequent loss of potential revenue
and market share. For example, for a period of time we were unable to acquire
the active drug for our clorazapate dipotassium product, and so we had to
discontinue production of the product. The active drug ingredient has since
become available again and we have resumed manufacturing the product.

                                 USE OF PROCEEDS

     We will not receive any proceeds from the sale of common stock by the
selling stockholder, nor will any such proceeds be available for use by us or
otherwise for the our benefit. See "Selling Stockholders."

                              SELLING STOCKHOLDERS

     The following table sets forth certain information with respect to the
beneficial ownership of our common stock by the selling stockholder as of June
14, 2002 and as adjusted to reflect the sale of the shares of common stock
offered hereby for the selling stockholder. Beneficial ownership of the common
stock by the selling stockholder following this offering will depend on the
number of shares sold by the selling stockholder. The shares of common stock
offered by this reoffer prospectus may be offered from time to time by the
selling stockholder named below. The following table assumes that all the common
stock offered by this reoffer prospectus are sold.

     We determined ownership in accordance with rules of the Securities and
Exchange Commission. Beneficial ownership includes voting power and/or
investment power with respect to the securities held by the named individual.
Shares of common stock subject to options currently exercisable or exercisable
within 60 days of June 14, 2002, are deemed outstanding for purposes of
computing the percentage beneficially owned by the person holding the options
but are not deemed outstanding for purposes of computing the percentage
beneficially owned by any other person. Except as otherwise noted, the persons
or entities named have sole voting and investment power with respect to all
shares shown as beneficially owned by them.
<TABLE><CAPTION>
                              SHARES BENEFICIALLY OWNED                             SHARES BENEFICIALLY
         NAME AND                 BEFORE OFFERING(1)         NUMBER OF SHARES       OWNED AFTER OFFERING
     RELATIONSHIP WITH       ---------------------------     BEING REGISTERED    ---------------------------
        THE COMPANY            NUMBER        PERCENT (1)     FOR SALE HEREBY       NUMBER          PERCENT
-------------------------    -----------     -----------     ----------------    -----------     -----------
<S>                          <C>             <C>             <C>                 <C>             <C>
C. Robert Cusick (2)........  1,150,926         9.9%              60,000         1,090,926           9.4%
     C/o RxBazaar, Inc.
     200 Highland Avenue
     Needham, MA 02494
</TABLE>
------------------------
(1)  Based on approximately 11,623,823 shares of common stock issued and
     outstanding as of June 13, 2002, plus, for each person, such number of
     shares of common stock subject to options and convertible securities held
     by such person that are currently exercisable, or become exercisable within
     60 days of the date of this table.

(2)  C. Robert Cusick is our former Chairman of the Board and Chief Executive
     Officer. All of the shares included in this reoffer prospectus were issued
     upon exercise of outstanding stock options held by Mr. Cusick. Includes
     740,000 shares of common stock subject to options exercisable by Mr. Cusick
     within 60 days of the date of this table. Also includes shares of Series Q
     Preferred Stock which are convertible into 149,688 shares of common stock,
     which are owned by Mr. Cusick's spouse, as to which shares Mr. Cusick
     disclaims beneficial ownership.

                                        8
<PAGE>
     The Registration Statement shall also cover any additional shares of common
stock that become issuable in connection with the shares of common stock
registered for sale hereby by reason of any stock dividend, stock split,
recapitalization, or other similar transaction effected without the receipt of
consideration that results in an increase in the number of outstanding shares of
our common stock.

                              PLAN OF DISTRIBUTION

     The shares offered hereby may be sold from time to time by the selling
stockholder, the pledgees, donees, transferees or other successors in interest
of the selling stockholder. Such sales may be made on the OTC Bulletin Board or
Boston Stock Exchange, or otherwise, at prices and on terms then prevailing or
at prices related to the then-current market prices, or in negotiated
transactions at negotiated prices. The shares may be sold by one or a
combination of the following: (a) a block trade in which the broker or dealer so
engaged will attempt to sell the shares as agent, but may position and resell a
portion of the block as principal to facilitate the transaction; (b) purchases
by a broker or dealer as principal and resale by such broker or dealer for its
account pursuant to this reoffer prospectus; (c) an exchange distribution in
accordance with the rules of such exchange; and (d) ordinary brokerage
transactions and transactions in which the broker solicits purchasers. In
effecting sales, brokers or dealers engaged by the selling stockholder may
arrange for other brokers or dealers to participate. Brokers or dealers will
receive commissions or discounts from the selling stockholder in amounts to be
negotiated immediately prior to the sale. The selling stockholder and any
broker-dealers that participate in the distribution may be deemed to be
"underwriters" within the meaning of Section 2(11) of the Securities Act, and
any commission received by them and any profit on the resale of shares sold by
them may be deemed to be underwriting discounts and commissions. In addition,
any securities covered by this reoffer prospectus that qualify for sale pursuant
to Rule 144 may be sold under Rule 144 rather than pursuant to the reoffer
prospectus.

     Upon the company being notified by a selling stockholder that any material
arrangement has been entered into with a broker-dealer for the sale of shares
through a block trade, special offering, exchange distribution or secondary
distribution or a purchase by a broker or dealer, a supplemented prospectus will
be filed, if required, pursuant to Rule 424(c) under the Securities Act, setting
forth: (i) the name of such selling stockholder and the name of each of the
participating broker-dealers, (ii) the number of shares involved, (iii) the
price at which such shares were sold, (iv) the commissions paid or discounts or
concessions allowed to such broker-dealers, where applicable, (v) a statement to
the effect that such broker-dealers did not conduct any investigation to verify
the information set out or incorporated by reference in this reoffer prospectus
and (vi) other facts material to the transaction.

     We have agreed to pay the expenses incurred in connection with preparing
and filing the Registration Statement and this reoffer prospectus (other than
selling commissions).

                                  LEGAL MATTERS

     The validity of the shares of common stock offered hereby will be passed
upon for us by Foley Hoag LLP, Boston, Massachusetts.

                                     EXPERTS

     The financial statements for each of the fiscal years ended December 31,
2001 and 2000, incorporated by reference in this reoffer prospectus and in the
Registration Statement of which this reoffer prospectus is part, have been
audited by Wolf & Company, P.C., independent certified public accountants, as
indicated in their report with respect to such financial statements. The
incorporation by reference in this reoffer prospectus and in the Registration
Statement of which it is part, is in reliance upon such reports given upon the
authority of Wolf & Company, P.C., as experts in accounting and auditing.

     No broker, dealer or any other person has been authorized to give any
information or to make any representations in connection with this offering
other than those contained in this reoffer prospectus, and, if given or made,
such information or representations must not be relied upon as having been
authorized by us or the selling stockholder. This reoffer prospectus does not
constitute an offer to sell or a solicitation of an offer to buy any securities
other than the shares of common stock to which it relates or an offer to, or a
solicitation of, any person in any jurisdiction where such an offer or
solicitation would be unlawful. Neither the delivery of this reoffer prospectus
nor any sale made hereunder shall, under any circumstances, create any
implication that there has been no change in the affairs of our company since
the date hereof or that information contained herein is correct as of any time
subsequent to its date.

                                        9
<PAGE>
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents filed with the Securities and Exchange Commission
are incorporated in this Registration Statement by reference:

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

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

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

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

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

ITEM 4.   DESCRIPTION OF SECURITIES.

          Not applicable.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

          No applicable.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

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

               "(a) A corporation may indemnify any person who was or is a party
               or is threatened to be made a party to any threatened, pending or
               completed action, suit or proceeding, whether civil, criminal,
               administrative or investigative (other than an action by or in
               the right of the corporation) by reason of the fact that he is or
               was a director, officer, employee or agent of the corporation, or
               is or was serving at the request of the corporation as a
               director, officer, employee or agent of another corporation,
               partnership, joint venture, trust or other enterprise, against
               expenses (including attorneys' fees), judgments, fines and
               amounts paid in settlement actually and reasonably incurred by
               him in connection with such action, suit or proceeding if he
               acted in good faith and in a manner he reasonably believed to be
               in or not opposed to the best interests of the corporation, and,
               with respect to any criminal action or proceeding, had no
               reasonable cause to believe his conduct was unlawful. The
               termination of any action, suit or proceeding by judgment, order,
               settlement, conviction, or upon a plea of nolo contendere or its
               equivalent, shall not, of itself, create a presumption that the
               person did not act in good faith and in a manner which he
               reasonably believed to be in or not opposed to the best interests
               of the corporation, and, with respect to any criminal action or
               proceeding, had reasonable cause to believe that his conduct was
               unlawful.
                                      II-1
<PAGE>
               (b) A corporation may indemnify any person who was or is a party
               or is threatened to be made a party to any threatened, pending or
               completed action or suit by or in the right of the corporation to
               procure a judgment in its favor by reason of the fact that he is
               or was a director, officer, employee or agent of the corporation,
               or is or was serving at the request of the corporation as a
               director, officer, employee or agent of another corporation,
               partnership, joint venture, trust or other enterprise against
               expenses (including attorneys' fees) actually and reasonably
               incurred by him in connection with the defense or settlement of
               such action or suit if he acted in good faith and in a manner he
               reasonably believed to be in or not opposed to the best interests
               of the corporation and except that no indemnification shall be
               made in respect of any claim, issue or matter as to which such
               person shall have been adjudged to be liable to the corporation
               unless and only to the extent that the Court of Chancery or the
               court in which such action or suit was brought shall determine
               upon application that, despite the adjudication of liability but
               in view of all the circumstances of the case, such person is
               fairly and reasonably entitled to indemnity for such expenses
               which the Court of Chancery or such other court shall deem
               proper.

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

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

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

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

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

               (h) For purposes of this section, references to "the corporation"
               shall include, in addition to the resulting corporation, any
               constituent corporation (including any constituent of a
               constituent) absorbed in a consolidation or merger which, if its
               separate existence had continued, would have had power and
               authority to indemnify its directors, officers, and employees or
               agents so that any person

                                      II-2
<PAGE>
               who was a director, officer, employee or agent of such
               constituent corporation, or is or was serving at the request of
               such constituent corporation as a director, officer, employee or
               agent of another corporation, partnership, joint venture, trust
               or other enterprise, shall stand in the same position under this
               section with respect to the resulting or surviving corporation as
               such person would have with respect to such constituent
               corporation if its separate existence had continued.

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

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

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

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

          "To the maximum extent permitted by Section 102(b)(7) of the General
          Corporation Law of Delaware, a director of this Corporation shall not
          be personally liable to the Corporation or its stockholders for
          monetary damages for breach of fiduciary duty as a director, except
          for liability (i) for any breach of the director's duty of loyalty to
          the Corporation or its stockholders, (ii) for acts or omissions not in
          good faith or which involve intentional misconduct or a knowing
          violation of law, (iii) under Section 174 of the Delaware General
          Corporation Law, or (iv) for any transaction from which the director
          derived an improper personal benefit."

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

          "Reference is made to Section 145 and any other relevant provisions of
          the General Corporation Law of the State of Delaware. Particular
          reference is made to the class of persons, hereinafter called
          "Indemnitees," who may be indemnified by a Delaware corporation
          pursuant to the provisions of such Section 145, namely, any person or
          the heirs, executors, or administrators of such person, who was or is
          a party or is threatened to be made a party to any threatened, pending
          or completed action, suit, or proceeding, whether civil, criminal,
          administrative, or investigative, by reason of the fact that such
          person is or was a director, officer, employee, or agent of such
          corporation or is or was serving at the request of such corporation as
          a director, officer, employee, or agent of such corporation or is or
          was serving at the request of such corporation as a director, officer,
          employee or agent of another corporation, partnership, joint venture,
          trust, or other enterprise. The Corporation shall, and is hereby
          obligated to, indemnify the Indemnitees, and each of them in each and
          every situation where the Corporation is obligated to make such
          indemnification pursuant to the aforesaid statutory provisions. The
          Corporation shall indemnify the Indemnitees, and each of them, in each
          and every situation where, under the aforesaid statutory provisions,
          the Corporation is not obligated, but is nevertheless permitted or
          empowered, to make such indemnification, it being understood that,
          before making such indemnification with respect to any situation
          covered under this sentence, (i) the Corporation shall promptly make
          or cause to be made, by any of the methods referred to in Subsection
          (d) of such Section 145, a determination as to whether each Indemnitee
          acted in good faith and in a manner he reasonably believed to be in,
          or not opposed

                                      II-3
<PAGE>
          to, the best interests of the Corporation, and, in the case of any
          criminal action or proceeding, had no reasonable cause to believe that
          his conduct was unlawful, and (ii) that no such indemnification shall
          be made unless it is determined that such Indemnitee acted in good
          faith and in a manner he reasonably believed to be in, or not opposed
          to, the best interests of the Corporation, and, in the case of any
          criminal action or proceeding, had no reasonable cause to believe that
          his conduct was unlawful."

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

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

          The 60,000 shares of common stock covered by this Registration
Statement are restricted securities being offered for resale by a stockholder of
the registrant. These share were issued to the stockholder by the registrant in
reliance on the exemption provided by Section 4(2) of the Securities Act
relating to sales by an issuer not involving a public offering. The shares were
issued to the stockholder upon the stockholder's exercise of a stock option
granted February 4, 1999.

ITEM 8.   EXHIBITS.

          4.1   Specimen certificate for common stock (previously filed).
          4.2   Stock Option in the name of C. Robert Cusick, dated November 19,
                1998. (filed as Exhibit 10.81 to the Company's Annual Report on
                Form 10-KSB for the fiscal year ended December 31, 1998).
          4.3   Stock Option in the name of C. Robert Cusick, dated February 4,
                1999 (filed as Exhibit 10.8 to the Company's Report on Form 10-Q
                for the quarter ended March 31, 1999).
          4.4   Stock Option in the name of C. Robert Cusick, dated February 24,
                1999 (filed as Exhibit 10.91 to the Company's Report on Form
                10-KSB for the fiscal year ended December 31, 1999).
          4.5   Stock Option in the name of C. Robert Cusick, dated February 24,
                2001 (filed as Exhibit 10.1 to the Company's Report on Form 10-Q
                for the quarter ended March 31, 2001, and incorporated herein by
                reference).
          5.1   Legal Opinion of Foley Hoag LLP.
          23.1  Consent of Wolf & Company, P.C.
          23.2  Consent of Foley Hoag LLP (included in Exhibit 5.1).
          24.1  Power of Attorney (contained on the signature page).

ITEM 9.   UNDERTAKINGS.

          1.   The undersigned registrant hereby undertakes:

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

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


                                      II-4
<PAGE>

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

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

          2. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

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








                                      II-5
<PAGE>
                                   SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, on this 22nd day of July, 2002.

                                       ABLE LABORATORIES, INC.

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


                                POWER OF ATTORNEY

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

          Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities as of July 22, 2002.


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

/s/ Dhananjay G. Wadekar     July 22, 2002     Chairman of the Board, Chief
...........................                     Executive Officer, President
    Dhananjay G. Wadekar                       and Treasurer (PRINCIPAL
                                               EXECUTIVE OFFICER, PRINCIPAL
                                               FINANCIAL AND ACCOUNTING OFFICER)

/s/ James B. Klint           July 22, 2002     Director
...........................
    James B. Klint


/s/ F. Howard Schneider      July 22, 2002     Director
...........................
    F. Howard Schneider


                             July __, 2002     Director
...........................
    Harry Silverman

                                      II-6
<PAGE>
                                  EXHIBIT INDEX



     EXHIBIT
     NO.                DESCRIPTION
     -------            -----------

     4.1  Specimen certificate for common stock (previously filed).

     4.2  Stock Option in the name of C. Robert Cusick, dated November 19, 1998.
          (filed as Exhibit 10.81 to the Company's Annual Report on Form 10-KSB
          for the fiscal year ended December 31, 1998).

     4.3  Stock Option in the name of C. Robert Cusick, dated February 4, 1999
          (filed as Exhibit 10.8 to the Company's Report on Form 10-Q for the
          quarter ended March 31, 1999).

     4.4  Stock Option in the name of C. Robert Cusick, dated February 24, 1999
          (filed as Exhibit 10.91 to the Company's Report on Form 10-KSB for the
          fiscal year ended December 31, 1999).

     4.5  Stock Option in the name of C. Robert Cusick, dated February 24, 2001
          (filed as Exhibit 10.1 to the Company's Report on Form 10-Q for the
          quarter ended March 31, 2001, and incorporated herein by reference).

     5.1  Legal opinion of Foley Hoag LLP.

     23.1 Consent of Wolf & Company, P.C.

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

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












                                      II-7
[{"type": "S-8", "sequence": "1", "filename": "form-s8_11365.txt", "description": "FORM S-8 DATED JULY 22, 2002", "secsgml_size_bytes": 62284}]
{"company-data": {"conformed-name": "ABLE LABORATORIES INC", "cik": "0000857171", "assigned-sic": "2835", "irs-number": "330659916", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-96903", "film-number": "02707962"}, "business-address": {"street1": "200 HIGHLAND AVENUE SUITE 301", "city": "NEEDHAM", "state": "MA", "zip": "02494", "phone": "7814494926"}, "mail-address": {"street1": "200 HIGHLAND AVENUE SUITE 301", "city": "NEEDHAM", "state": "MA", "zip": "02494"}, "former-company": {"former-conformed-name": "DYNAGEN INC", "date-changed": "19950817"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 22, 2002
                                                 REGISTRATION NO. 333-
================================================================================

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                              ---------------------

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

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

                               200 HIGHLAND AVENUE
                                NEEDHAM, MA 02494
               --------------------------------------------------
               (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)(ZIP CODE)

       STOCK OPTION GRANTED BY ABLE LABORATORIES, INC. TO C. ROBERT CUSICK
  INCENTIVE STOCK OPTION GRANTED BY ABLE LABORATORIES, INC. TO C. ROBERT CUSICK
       STOCK OPTION GRANTED BY ABLE LABORATORIES, INC. TO C. ROBERT CUSICK
  DIRECTOR STOCK OPTION GRANTED BY ABLE LABORATORIES, INC. TO C. ROBERT CUSICK
                            ------------------------
                            (FULL TITLE OF THE PLAN)

                              DHANANJAY G. WADEKAR
                               200 Highland Avenue
                          Needham, Massachusetts 02494
                  (781)449-4926 / Facsimile No.: (781)449-5190
            ---------------------------------------------------------
            (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
                   INCLUDING AREA CODE, OF AGENT FOR SERVICE)

                        COPIES OF ALL COMMUNICATIONS TO:

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

                         CALCULATION OF REGISTRATION FEE
===================   ==================   ========================   ========================   ================
TITLE OF SECURITIES      AMOUNT TO BE          PROPOSED MAXIMUM          PROPOSED MAXIMUM           AMOUNT OF
TO BE REGISTERED          REGISTERED       OFFERING PRICE PER SHARE   AGGREGATE OFFERING PRICE   REGISTRATION FEE
===================   ==================   ========================   ========================   ================
Common Stock
($.01 par value)      133,333 shares (1)            $1.875                   $249,999.36             $23.00 (2)
-------------------   ------------------   ------------------------   ------------------------   ----------------
Common Stock
($.01 par value)       60,000 shares (3)             $4.45                   $267,000                $24.56 (4)
-------------------   ------------------   ------------------------   ------------------------   ----------------
Common Stock
($.01 par value)      273,333 shares (5)             $3.75                 $1,024,998.75             $94.30 (2)
-------------------   ------------------   ------------------------   ------------------------   ----------------
Common Stock
($.01 par value)      333,333 shares (6)             $3.30                 $1,099,998.90            $101.20 (2)
===================   ==================   ========================   ========================   ================
(1)  Represents shares of Able Laboratories, Inc. common stock issuable upon
     exercise of an outstanding stock option granted by Able Laboratories, Inc.
     to C. Robert Cusick dated November 19, 1998.
(2)  In accordance with Rule 457(h) under the Securities Act of 1933, the
     calculation is based on the exercise price of such option
(3)  Represents shares of Able Laboratories, Inc. common stock issued and
     outstanding at July 22, 2002 pursuant to an Incentive Stock option granted
     by Able Laboratories to C. Robert Cusick dated February 4, 1999.
(4)  In accordance with Rule 457(c) under the Securities Act of 1933, the
     calculation with respect to shares issued and outstanding at July 22, 2002
     pursuant to the exercise of stock options granted by Able Laboratories,
     Inc. to C. Robert Cusick is based on the average of the high and low sale
     prices reported on the Over-the-Counter Bulletin Board on July 19, 2002.
(5)  Represents shares of Able Laboratories, Inc. common stock issuable upon
     exercise of an outstanding stock option granted by Able Laboratories, Inc.
     to C. Robert Cusick dated February 24, 1999.
(6)  Represents shares of Able Laboratories, Inc. common stock issuable upon
     exercise of an outstanding director stock option granted by Able
     Laboratories to C. Robert Cusick dated February 24, 2001.
================================================================================
REOFFER PROSPECTUS

     The material which follows, up to but not including the page beginning Part
II of this Registration Statement, constitutes a reoffer prospectus prepared in
accordance with the applicable requirements of Part I of Form S-3 under General
Instruction C to Form S-8. The reoffer prospectus is to be used in connection
with resales of restricted securities issued and outstanding pursuant to an
Incentive Stock Option granted on February 4, 1999.

                                  60,000 SHARES

                             ABLE LABORATORIES, INC.

                                  COMMON STOCK

           THIS DOCUMENT CONSTITUTES PART OF A REGISTRATION STATEMENT
                       COVERING SECURITIES THAT HAVE BEEN
                  REGISTERED UNDER THE SECURITIES ACT OF 1933.

     This reoffer prospectus relates to the resale, by a holder of 60,000 shares
of common stock, par value $.01 per share, of Able Laboratories, Inc., issued
pursuant to the exercise of an Incentive Stock Option granted on February 4,
1999. We will refer to such holder as a selling stockholder.

     We will not receive any of the proceeds from the offering. We will bear the
costs relating to the registration of the shares offered hereby (other than
selling commissions).

     The selling stockholder named herein or any pledgees, donees, transferees
or other successors in interest, may offer the shares of common stock, from time
to time during the effectiveness of this registration, for sale in the
over-the-counter market or on the Boston Stock Exchange, in one or more
negotiated transactions, or through a combination of methods of sale, at prices
and on terms then prevailing or at negotiated prices. Sales may be effected to
or through broker-dealers, who may receive compensation in the form of
discounts, concessions or commissions in connection therewith. See "Plan of
Distribution."

     Our common stock is traded on the Boston Stock Exchange and quoted on the
OTC Bulletin Board under the symbol "ABLA." On July 19, 2002, the last reported
sale price for the common stock, as reported on the OTC Bulletin Board, was
$4.45 per share.

     Our executive offices are located at 200 Highland Avenue, Needham,
Massachusetts 02494 and our telephone number at that location is (781)449-4926.

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

     The common stock offered hereby involves a high degree of risk.

                     SEE "RISK FACTORS" BEGINNING AT PAGE 5.

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

    THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
     AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
      SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
            PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
            ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

              THE DATE OF THIS REOFFER PROSPECTUS IS JULY 22, 2002.

                                        2
TABLE OF CONTENTS

                                                                        PAGE
                                                                        ----

AVAILABLE INFORMATION...................................................  4

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.........................  4

OUR BUSINESS............................................................  5

RISK FACTORS............................................................  5

USE OF PROCEEDS.........................................................  8

SELLING STOCKHOLDERS....................................................  8

PLAN OF DISTRIBUTION....................................................  9

LEGAL MATTERS...........................................................  9

EXPERTS ................................................................  9

                                        3
AVAILABLE INFORMATION

     We file annual reports, quarterly reports, current reports, proxy
statements and other information with the Securities and Exchange Commission.
You may read and copy any of our SEC filings at the SEC's public reference room
at 450 Fifth Street, N.W., Washington D.C. 20549. You may call the SEC at
1-800-SEC-0330 for further information about the public reference room. Our SEC
filings also are available to the public on the SEC's website at
http://www.sec.gov.

     This reoffer prospectus constitutes part of a Registration Statement on
Form S-8 filed by us with the Commission under the Securities Act of 1933, as
amended. This reoffer prospectus does not contain all of the information
contained in the Registration Statement, and reference is hereby made to the
Registration Statement and related exhibits for further information with respect
to our company and the securities offered hereby. Any statements contained
herein concerning the provisions of any document are not necessarily complete,
and, in such instance, reference is made to the copy of such document filed as
an exhibit to the Registration Statement or otherwise filed with the Commission.
Each such statement is qualified in its entirety by such reference.

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The SEC allows us to "incorporate by reference" information from certain of
our other SEC filings. This means that we can disclose information to you by
referring you to those other filings, and the information incorporated by
reference is considered to be part of this reoffer prospectus. In addition,
certain information that we file with the SEC after the date of this reoffer
prospectus will automatically update, and in some cases supersede, the
information contained or otherwise incorporated by reference in this reoffer
prospectus. We are incorporating by reference the information contained in the
following SEC filings (File. No. 1-11352):

     o    Our Annual Report on Form 10-K for the year ended December 31, 2001;
     o    Our Quarterly Report on Form 10-Q for the quarter ended March 31,
          2002;
     o    The "Description of Securities" contained in our Registration
          Statement on Form 8-A filed August 19, 1992 together with all
          amendments and reports filed for the purpose of updating that
          description;
     o    All other documents we filed pursuant to Section 13(a) or 15(d) of the
          Exchange Act since the end of the fiscal year covered by the Annual
          Report referred to above; and
     o    All reports and other documents subsequently filed by us pursuant to
          Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date
          of this reoffer prospectus and prior to the termination of the
          offering made hereby shall be deemed to be incorporated by reference
          herein and to be a part hereof from the date of the filing of such
          reports and documents. Any statement contained in a document
          incorporated or deemed to be incorporated by reference herein shall be
          deemed to be modified or superseded for purposes of this reoffer
          prospectus to the extent that a statement contained herein modifies or
          supersedes such statement. Any statement so modified or superseded
          shall not be deemed, except as so modified or superseded, to
          constitute a part of the Registration Statement or this reoffer
          prospectus.

     You may request copies of these filings, at no cost, by writing or
telephoning us as follows:

                            Investor Relations
                            Able Laboratories, Inc.
                            200 Highland Avenue, Suite 301
                            Needham, Massachusetts 02494
                            Telephone: (781)449-4926

     This reoffer prospectus is part of a Registration Statement on Form S-8 we
filed with the SEC under the Securities Act of 1933. This reoffer prospectus
does not contain all of the information contained in the Registration Statement.
For further information about us and our common stock, you should read the
Registration Statement and the exhibits filed with the Registration Statement.

                                        4
OUR BUSINESS

     We develop and manufacture generic drugs. Generic drugs are the chemical
and therapeutic equivalents of brand-name drugs. They must meet the same
governmental standards as the brand-name drugs they replace, and they must meet
all U.S. Food and Drug Administration, or FDA, guidelines before they can be
made or sold. We can manufacture and market a generic drug only if the patent or
other government-mandated market exclusivity period for the brand-name
equivalent has expired. Generic drugs are typically sold under their generic
chemical names at prices significantly below those of their brand-name
equivalents. We estimate that the U.S. generic or multi-source drug market
approximates $13 billion in annual sales. We believe that this market has grown
due to a number of factors, including:

     o    a significant number of widely-prescribed brand-name drugs are at or
          near the end of their period of patent protection, making it
          permissible for generic manufacturers to produce and market competing
          generic drugs;

     o    managed care organizations, which typically prefer lower-cost generic
          drugs to brand-name products, continue to grow in importance and
          impact in the U.S. health care market; and

     o    physicians, pharmacists and consumers increasingly accept generic
          drugs.

     Our strategy is to focus on developing generic drugs that either have large
established markets or are niche products with limited or no competition.

     Our facility consists of 46,000 square feet of manufacturing, warehousing,
laboratory and office space, and an additional 34,700 square feet of warehousing
and office space in South Plainfield, New Jersey.

     Our products are highly regulated, principally by the FDA, the U.S. Drug
Enforcement Agency, state governments and governmental agencies of other
countries. Federal and state regulations and statutes impose certain
requirements on the testing, manufacture, labeling, storage, record keeping,
approval, advertising and promotion of our products. Noncompliance with
applicable requirements can result in judicially and administratively imposed
sanctions.

     On May 29, 2002 our stockholders approved a plan of recapitalization that
resulted in a one-for-fifteen reverse split of our common stock. The reverse
split was effective on June 3, 2002. All of the share numbers and per share
price information in this prospectus have been adjusted to represent post-split
numbers.

     Our corporate headquarters is located at 200 Highland Avenue, Suite 301,
Needham, MA 02494. The telephone number at our corporate office is (781)
449-4926, and the facsimile number is (781)449-5190.

                                  RISK FACTORS

     BEFORE YOU INVEST IN OUR COMMON STOCK, YOU SHOULD BE AWARE THAT THERE ARE
VARIOUS RISKS ASSOCIATED WITH SUCH AN INVESTMENT, INCLUDING THOSE DESCRIBED
BELOW. WE HAVE SET FORTH BELOW THE MATERIAL RISK FACTORS NECESSARY TO MAKE AN
INFORMED INVESTMENT DECISION. YOU SHOULD CAREFULLY CONSIDER THESE RISK FACTORS,
TOGETHER WITH ALL OF THE OTHER INFORMATION INCLUDED IN THIS PROSPECTUS,
INCLUDING INFORMATION INCORPORATED BY REFERENCE, BEFORE YOU DECIDE WHETHER TO
PURCHASE SHARES OF OUR COMMON STOCK.

IF WE CONTINUE TO INCUR LOSSES, THEN THE VALUE OF OUR COMMON STOCK WILL LIKELY
DECLINE.

     We have incurred operating losses in every year since our inception. We had
an accumulated deficit of $[69,526,707] as of March 31, 2002. We incurred a net
loss of $[4,472,907] in the year ended December 31, 2001.

                                        5
We reported net income of $1,702,722 for the three months ended March 31, 2002.
If we continue to incur operating losses, then the value of our common stock
will likely decline and investors could lose their investment.

     Our losses have resulted principally from expenses we incurred in research
and development activities, and from general and administrative costs associated
with our development efforts. To continue development of our current and
proposed products, we will need to expend substantial additional resources to
conduct further product development and expand our manufacturing, sales,
marketing, regulatory and administrative capabilities. Therefore, we may incur
operating losses in the future as we expand our product programs.

WE MAY HAVE DIFFICULTY MANAGING OUR GROWTH.

     We have been experiencing a period of rapid growth that has been placing a
significant strain on all of our resources. Revenue from Able's operations for
the year ended December 31, 2001 increased to $16,526,664. Revenue for the three
months ended March 31, 2002, increased to $9,303,991. The number of our
employees at our South Plainfield, New Jersey facility increased from 95 in
March 2001 to 205 in May 2002. We anticipate that our revenues and business
activities will continue to grow in 2002. To manage future growth effectively,
we must maintain and enhance our financial and accounting systems and our
manufacturing processes and compliance programs, as well as the operational and
administrative tasks associated with integrating new personnel and managing
expanded operations. The challenges inherent in managing growth are significant.
If we are unable to meet these challenges, we could experience a material
adverse effect on the quality of our products, our ability to retain key
personnel and our business, operating results and financial condition.

WE DEPEND ON A NUMBER OF KEY PERSONNEL.

     Our future success depends to a significant degree on the skill, experience
and efforts of our chief executive officer and the other members of our senior
management team. The loss of any member of our senior management team could have
a material adverse effect on our business.

WE FACE INTENSE COMPETITION FROM OTHER MANUFACTURERS OF GENERIC DRUGS.

     In order to succeed in the generic drug business, we need to achieve a
significant share of the market for each generic drug we market. The generic
drug manufacturing and distribution business is highly competitive. We compete
with several companies that are better capitalized than we are and that have
financial and human resources significantly greater than ours. Because we
manufacture generic drugs, our products by their very nature are chemically and
biologically equivalent to the products of our larger and profitable
competitors. Also, we believe that, as a rule, the first one or two companies to
bring a generic alternative to the market will capture the highest market share
for that product. These larger companies, with their greater resources, could
bring products to market before us, and could capture a significant share of the
market at our expense.

YOU WILL EXPERIENCE IMMEDIATE AND SUBSTANTIAL DILUTION IN THE BOOK VALUE OF YOUR
INVESTMENT.

     If you purchase shares of our common stock offered by this prospectus, you
will experience immediate and substantial dilution, in that the price you pay
will be substantially greater than the net tangible book value per share of the
shares you acquire. The net tangible book value attributable to the common stock
is $4,369,760, or $.38 per share, as of March 31, 2002.

WE ARE OBLIGATED TO ISSUE A LARGE NUMBER OF SHARES OF COMMON STOCK AT PRICES
LOWER THAN MARKET VALUE.

     We are obligated to issue a large number of shares of common stock at
prices lower than market value. Therefore, our common stock could lose value if
a large number of shares are issued into the market. As of June 13, 2002,
approximately 11,623,823 shares of common stock were issued and outstanding. We
have issued a large number of securities, such as options, warrants and
convertible preferred stock, that are convertible by their holders into shares
of common stock. As of June 14, 2002, we were obligated to issue up to
approximately 3,501,523 additional shares of common stock upon the conversion of
convertible securities. We have also reserved 2,831,949 shares of common stock
for issuance pursuant to options and warrants granted to our employees,
officers, directors, consultants and others. The holders of these convertible
securities likely would only exercise their rights to acquire

                                        6
common stock at times when the exercise price is lower than the price at which
they could buy the common stock on the open market. Because we would likely
receive less than current market price for any shares of common stock issued
upon exercise of options and warrants, the exercise of a large number of these
convertible securities could reduce the per-share market price of common stock
held by existing investors. Also, the exercise of a large number of convertible
securities could limit our ability to obtain additional equity capital by
selling common stock. In all likelihood, we would be able to sell shares of
common stock elsewhere on more favorable terms at the time the holders of
convertible securities chose to exercise their rights.

CONVERSION OF OUTSTANDING SHARES OF CONVERTIBLE PREFERRED STOCK MAY REDUCE THE
MARKET PRICE AND DILUTE THE RELATIVE VOTING POWER OF OUR OUTSTANDING COMMON
STOCK.

     The conversion of outstanding shares of preferred stock may result in
substantial dilution to the equity interests of current holders of our common
stock. Specifically, the issuance of a significant amount of additional shares
of our common stock would result in a decrease of the relative voting power of
holders of our common stock which was issued and outstanding prior to the
conversion of the preferred stock. In addition, public resales of our common
stock following conversions of preferred stock may depress the prevailing market
price of our common stock. Even prior to the time of actual conversions of the
preferred stock, the perception of a significant market "overhang" resulting
from the existence of our obligation to honor such conversions could depress the
market price of our common stock.

THE VALUE OF OUR COMMON STOCK FLUCTUATES WIDELY AND INVESTORS COULD LOSE MONEY
ON THEIR INVESTMENTS IN OUR STOCK.

     The price of our common stock has fluctuated widely in the past, and it is
likely that it will continue to do so in the future. The market price of our
common stock could fluctuate substantially based on a variety of factors,
including:

     o    quarterly fluctuations in our operating results;

     o    announcements of new products by us or our competitors;

     o    key personnel losses;

     o    sales of common stock; and

     o    developments or announcements with respect to industry standards,
          patents or proprietary rights.

     Over the past twelve months, the market price of our common stock has
fluctuated between approximately $2.55 and approximately $9.15, adjusted to
reflect the reverse stock split, and was approximately $4.38 on July 17, 2002.
These broad market fluctuations could adversely affect the market price of our
common stock, in that at the current price, any fluctuation in the dollar price
per share could constitute a significant percentage decrease in the value of a
stockholder's investment. Also, when the market price of a stock has been
volatile, holders of that stock have often instituted securities class action
litigation against the company that issued the stock. If any of our stockholders
brought such a lawsuit against us, we could incur substantial costs defending
the lawsuit and we would have to divert management time and attention away from
operations. A lawsuit based on the volatility of the stock price in whole or in
part could seriously harm our business and your investment.

WE MAY FACE PRODUCT LIABILITY FOR WHICH WE ARE NOT ADEQUATELY INSURED.

     The testing, marketing and sale of drug products for human use is
inherently risky. Liability might result from claims made directly by consumers
or by pharmaceutical companies or others selling our products. We presently
carry product liability insurance in amounts that we believe to be adequate, but
we can give no assurance that such insurance will remain available at a
reasonable cost or that any insurance policy would offer coverage sufficient to
meet any liability arising as a result of a claim. We can give no assurance that
we will be able to obtain or maintain adequate insurance on reasonable terms or
that, if obtained, such insurance will be sufficient to protect

                                        7
us against such potential liability or at a reasonable cost. The obligation to
pay any product liability claim or a recall of a product could have a material
adverse affect on our business, financial condition and future prospects.

INTENSE REGULATION BY GOVERNMENT AGENCIES MAY DELAY OUR EFFORTS TO COMMERCIALIZE
OUR PROPOSED DRUG PRODUCTS.

     Before we can market any generic drug, we must first obtain FDA approval of
the proposed drug and of the active drug raw materials that we use. In many
instances, our approvals cover only one source of raw materials. If raw
materials from a specified supplier were to become unavailable, we would be
required to file a supplement to our Abbreviated New Drug Application to use a
different manufacturer and revalidate the manufacturing process using a new
supplier's materials. This could cause a delay of several months in the
manufacture of the drug involved and the consequent loss of potential revenue
and market share. For example, for a period of time we were unable to acquire
the active drug for our clorazapate dipotassium product, and so we had to
discontinue production of the product. The active drug ingredient has since
become available again and we have resumed manufacturing the product.

                                 USE OF PROCEEDS

     We will not receive any proceeds from the sale of common stock by the
selling stockholder, nor will any such proceeds be available for use by us or
otherwise for the our benefit. See "Selling Stockholders."

                              SELLING STOCKHOLDERS

     The following table sets forth certain information with respect to the
beneficial ownership of our common stock by the selling stockholder as of June
14, 2002 and as adjusted to reflect the sale of the shares of common stock
offered hereby for the selling stockholder. Beneficial ownership of the common
stock by the selling stockholder following this offering will depend on the
number of shares sold by the selling stockholder. The shares of common stock
offered by this reoffer prospectus may be offered from time to time by the
selling stockholder named below. The following table assumes that all the common
stock offered by this reoffer prospectus are sold.

     We determined ownership in accordance with rules of the Securities and
Exchange Commission. Beneficial ownership includes voting power and/or
investment power with respect to the securities held by the named individual.
Shares of common stock subject to options currently exercisable or exercisable
within 60 days of June 14, 2002, are deemed outstanding for purposes of
computing the percentage beneficially owned by the person holding the options
but are not deemed outstanding for purposes of computing the percentage
beneficially owned by any other person. Except as otherwise noted, the persons
or entities named have sole voting and investment power with respect to all
shares shown as beneficially owned by them.
SHARES BENEFICIALLY OWNED                             SHARES BENEFICIALLY
         NAME AND                 BEFORE OFFERING(1)         NUMBER OF SHARES       OWNED AFTER OFFERING
     RELATIONSHIP WITH       ---------------------------     BEING REGISTERED    ---------------------------
        THE COMPANY            NUMBER        PERCENT (1)     FOR SALE HEREBY       NUMBER          PERCENT
-------------------------    -----------     -----------     ----------------    -----------     -----------
C. Robert Cusick (2)........  1,150,926         9.9%              60,000         1,090,926           9.4%
     C/o RxBazaar, Inc.
     200 Highland Avenue
     Needham, MA 02494
------------------------
(1)  Based on approximately 11,623,823 shares of common stock issued and
     outstanding as of June 13, 2002, plus, for each person, such number of
     shares of common stock subject to options and convertible securities held
     by such person that are currently exercisable, or become exercisable within
     60 days of the date of this table.

(2)  C. Robert Cusick is our former Chairman of the Board and Chief Executive
     Officer. All of the shares included in this reoffer prospectus were issued
     upon exercise of outstanding stock options held by Mr. Cusick. Includes
     740,000 shares of common stock subject to options exercisable by Mr. Cusick
     within 60 days of the date of this table. Also includes shares of Series Q
     Preferred Stock which are convertible into 149,688 shares of common stock,
     which are owned by Mr. Cusick's spouse, as to which shares Mr. Cusick
     disclaims beneficial ownership.

                                        8
The Registration Statement shall also cover any additional shares of common
stock that become issuable in connection with the shares of common stock
registered for sale hereby by reason of any stock dividend, stock split,
recapitalization, or other similar transaction effected without the receipt of
consideration that results in an increase in the number of outstanding shares of
our common stock.

                              PLAN OF DISTRIBUTION

     The shares offered hereby may be sold from time to time by the selling
stockholder, the pledgees, donees, transferees or other successors in interest
of the selling stockholder. Such sales may be made on the OTC Bulletin Board or
Boston Stock Exchange, or otherwise, at prices and on terms then prevailing or
at prices related to the then-current market prices, or in negotiated
transactions at negotiated prices. The shares may be sold by one or a
combination of the following: (a) a block trade in which the broker or dealer so
engaged will attempt to sell the shares as agent, but may position and resell a
portion of the block as principal to facilitate the transaction; (b) purchases
by a broker or dealer as principal and resale by such broker or dealer for its
account pursuant to this reoffer prospectus; (c) an exchange distribution in
accordance with the rules of such exchange; and (d) ordinary brokerage
transactions and transactions in which the broker solicits purchasers. In
effecting sales, brokers or dealers engaged by the selling stockholder may
arrange for other brokers or dealers to participate. Brokers or dealers will
receive commissions or discounts from the selling stockholder in amounts to be
negotiated immediately prior to the sale. The selling stockholder and any
broker-dealers that participate in the distribution may be deemed to be
"underwriters" within the meaning of Section 2(11) of the Securities Act, and
any commission received by them and any profit on the resale of shares sold by
them may be deemed to be underwriting discounts and commissions. In addition,
any securities covered by this reoffer prospectus that qualify for sale pursuant
to Rule 144 may be sold under Rule 144 rather than pursuant to the reoffer
prospectus.

     Upon the company being notified by a selling stockholder that any material
arrangement has been entered into with a broker-dealer for the sale of shares
through a block trade, special offering, exchange distribution or secondary
distribution or a purchase by a broker or dealer, a supplemented prospectus will
be filed, if required, pursuant to Rule 424(c) under the Securities Act, setting
forth: (i) the name of such selling stockholder and the name of each of the
participating broker-dealers, (ii) the number of shares involved, (iii) the
price at which such shares were sold, (iv) the commissions paid or discounts or
concessions allowed to such broker-dealers, where applicable, (v) a statement to
the effect that such broker-dealers did not conduct any investigation to verify
the information set out or incorporated by reference in this reoffer prospectus
and (vi) other facts material to the transaction.

     We have agreed to pay the expenses incurred in connection with preparing
and filing the Registration Statement and this reoffer prospectus (other than
selling commissions).

                                  LEGAL MATTERS

     The validity of the shares of common stock offered hereby will be passed
upon for us by Foley Hoag LLP, Boston, Massachusetts.

                                     EXPERTS

     The financial statements for each of the fiscal years ended December 31,
2001 and 2000, incorporated by reference in this reoffer prospectus and in the
Registration Statement of which this reoffer prospectus is part, have been
audited by Wolf & Company, P.C., independent certified public accountants, as
indicated in their report with respect to such financial statements. The
incorporation by reference in this reoffer prospectus and in the Registration
Statement of which it is part, is in reliance upon such reports given upon the
authority of Wolf & Company, P.C., as experts in accounting and auditing.

     No broker, dealer or any other person has been authorized to give any
information or to make any representations in connection with this offering
other than those contained in this reoffer prospectus, and, if given or made,
such information or representations must not be relied upon as having been
authorized by us or the selling stockholder. This reoffer prospectus does not
constitute an offer to sell or a solicitation of an offer to buy any securities
other than the shares of common stock to which it relates or an offer to, or a
solicitation of, any person in any jurisdiction where such an offer or
solicitation would be unlawful. Neither the delivery of this reoffer prospectus
nor any sale made hereunder shall, under any circumstances, create any
implication that there has been no change in the affairs of our company since
the date hereof or that information contained herein is correct as of any time
subsequent to its date.

                                        9
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents filed with the Securities and Exchange Commission
are incorporated in this Registration Statement by reference:

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

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

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

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

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

ITEM 4.   DESCRIPTION OF SECURITIES.

          Not applicable.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

          No applicable.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

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

               "(a) A corporation may indemnify any person who was or is a party
               or is threatened to be made a party to any threatened, pending or
               completed action, suit or proceeding, whether civil, criminal,
               administrative or investigative (other than an action by or in
               the right of the corporation) by reason of the fact that he is or
               was a director, officer, employee or agent of the corporation, or
               is or was serving at the request of the corporation as a
               director, officer, employee or agent of another corporation,
               partnership, joint venture, trust or other enterprise, against
               expenses (including attorneys' fees), judgments, fines and
               amounts paid in settlement actually and reasonably incurred by
               him in connection with such action, suit or proceeding if he
               acted in good faith and in a manner he reasonably believed to be
               in or not opposed to the best interests of the corporation, and,
               with respect to any criminal action or proceeding, had no
               reasonable cause to believe his conduct was unlawful. The
               termination of any action, suit or proceeding by judgment, order,
               settlement, conviction, or upon a plea of nolo contendere or its
               equivalent, shall not, of itself, create a presumption that the
               person did not act in good faith and in a manner which he
               reasonably believed to be in or not opposed to the best interests
               of the corporation, and, with respect to any criminal action or
               proceeding, had reasonable cause to believe that his conduct was
               unlawful.
                                      II-1
(b) A corporation may indemnify any person who was or is a party
               or is threatened to be made a party to any threatened, pending or
               completed action or suit by or in the right of the corporation to
               procure a judgment in its favor by reason of the fact that he is
               or was a director, officer, employee or agent of the corporation,
               or is or was serving at the request of the corporation as a
               director, officer, employee or agent of another corporation,
               partnership, joint venture, trust or other enterprise against
               expenses (including attorneys' fees) actually and reasonably
               incurred by him in connection with the defense or settlement of
               such action or suit if he acted in good faith and in a manner he
               reasonably believed to be in or not opposed to the best interests
               of the corporation and except that no indemnification shall be
               made in respect of any claim, issue or matter as to which such
               person shall have been adjudged to be liable to the corporation
               unless and only to the extent that the Court of Chancery or the
               court in which such action or suit was brought shall determine
               upon application that, despite the adjudication of liability but
               in view of all the circumstances of the case, such person is
               fairly and reasonably entitled to indemnity for such expenses
               which the Court of Chancery or such other court shall deem
               proper.

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

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

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

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

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

               (h) For purposes of this section, references to "the corporation"
               shall include, in addition to the resulting corporation, any
               constituent corporation (including any constituent of a
               constituent) absorbed in a consolidation or merger which, if its
               separate existence had continued, would have had power and
               authority to indemnify its directors, officers, and employees or
               agents so that any person

                                      II-2
who was a director, officer, employee or agent of such
               constituent corporation, or is or was serving at the request of
               such constituent corporation as a director, officer, employee or
               agent of another corporation, partnership, joint venture, trust
               or other enterprise, shall stand in the same position under this
               section with respect to the resulting or surviving corporation as
               such person would have with respect to such constituent
               corporation if its separate existence had continued.

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

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

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

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

          "To the maximum extent permitted by Section 102(b)(7) of the General
          Corporation Law of Delaware, a director of this Corporation shall not
          be personally liable to the Corporation or its stockholders for
          monetary damages for breach of fiduciary duty as a director, except
          for liability (i) for any breach of the director's duty of loyalty to
          the Corporation or its stockholders, (ii) for acts or omissions not in
          good faith or which involve intentional misconduct or a knowing
          violation of law, (iii) under Section 174 of the Delaware General
          Corporation Law, or (iv) for any transaction from which the director
          derived an improper personal benefit."

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

          "Reference is made to Section 145 and any other relevant provisions of
          the General Corporation Law of the State of Delaware. Particular
          reference is made to the class of persons, hereinafter called
          "Indemnitees," who may be indemnified by a Delaware corporation
          pursuant to the provisions of such Section 145, namely, any person or
          the heirs, executors, or administrators of such person, who was or is
          a party or is threatened to be made a party to any threatened, pending
          or completed action, suit, or proceeding, whether civil, criminal,
          administrative, or investigative, by reason of the fact that such
          person is or was a director, officer, employee, or agent of such
          corporation or is or was serving at the request of such corporation as
          a director, officer, employee, or agent of such corporation or is or
          was serving at the request of such corporation as a director, officer,
          employee or agent of another corporation, partnership, joint venture,
          trust, or other enterprise. The Corporation shall, and is hereby
          obligated to, indemnify the Indemnitees, and each of them in each and
          every situation where the Corporation is obligated to make such
          indemnification pursuant to the aforesaid statutory provisions. The
          Corporation shall indemnify the Indemnitees, and each of them, in each
          and every situation where, under the aforesaid statutory provisions,
          the Corporation is not obligated, but is nevertheless permitted or
          empowered, to make such indemnification, it being understood that,
          before making such indemnification with respect to any situation
          covered under this sentence, (i) the Corporation shall promptly make
          or cause to be made, by any of the methods referred to in Subsection
          (d) of such Section 145, a determination as to whether each Indemnitee
          acted in good faith and in a manner he reasonably believed to be in,
          or not opposed

                                      II-3
to, the best interests of the Corporation, and, in the case of any
          criminal action or proceeding, had no reasonable cause to believe that
          his conduct was unlawful, and (ii) that no such indemnification shall
          be made unless it is determined that such Indemnitee acted in good
          faith and in a manner he reasonably believed to be in, or not opposed
          to, the best interests of the Corporation, and, in the case of any
          criminal action or proceeding, had no reasonable cause to believe that
          his conduct was unlawful."

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

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

          The 60,000 shares of common stock covered by this Registration
Statement are restricted securities being offered for resale by a stockholder of
the registrant. These share were issued to the stockholder by the registrant in
reliance on the exemption provided by Section 4(2) of the Securities Act
relating to sales by an issuer not involving a public offering. The shares were
issued to the stockholder upon the stockholder's exercise of a stock option
granted February 4, 1999.

ITEM 8.   EXHIBITS.

          4.1   Specimen certificate for common stock (previously filed).
          4.2   Stock Option in the name of C. Robert Cusick, dated November 19,
                1998. (filed as Exhibit 10.81 to the Company's Annual Report on
                Form 10-KSB for the fiscal year ended December 31, 1998).
          4.3   Stock Option in the name of C. Robert Cusick, dated February 4,
                1999 (filed as Exhibit 10.8 to the Company's Report on Form 10-Q
                for the quarter ended March 31, 1999).
          4.4   Stock Option in the name of C. Robert Cusick, dated February 24,
                1999 (filed as Exhibit 10.91 to the Company's Report on Form
                10-KSB for the fiscal year ended December 31, 1999).
          4.5   Stock Option in the name of C. Robert Cusick, dated February 24,
                2001 (filed as Exhibit 10.1 to the Company's Report on Form 10-Q
                for the quarter ended March 31, 2001, and incorporated herein by
                reference).
          5.1   Legal Opinion of Foley Hoag LLP.
          23.1  Consent of Wolf & Company, P.C.
          23.2  Consent of Foley Hoag LLP (included in Exhibit 5.1).
          24.1  Power of Attorney (contained on the signature page).

ITEM 9.   UNDERTAKINGS.

          1.   The undersigned registrant hereby undertakes:

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

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

                                      II-4
(b) That, for the purpose of determining any liability under the
          Securities Act of 1933, each such post-effective amendment shall be
          deemed to be a new Registration Statement relating to the securities
          offered herein, and the offering of such securities at that time shall
          be deemed to be the initial bona fide offering thereof.

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

          2. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

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

                                      II-5
SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, on this 22nd day of July, 2002.

                                       ABLE LABORATORIES, INC.

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

                                POWER OF ATTORNEY

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

          Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities as of July 22, 2002.

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

/s/ Dhananjay G. Wadekar     July 22, 2002     Chairman of the Board, Chief
...........................                     Executive Officer, President
    Dhananjay G. Wadekar                       and Treasurer (PRINCIPAL
                                               EXECUTIVE OFFICER, PRINCIPAL
                                               FINANCIAL AND ACCOUNTING OFFICER)

/s/ James B. Klint           July 22, 2002     Director
...........................
    James B. Klint

/s/ F. Howard Schneider      July 22, 2002     Director
...........................
    F. Howard Schneider

                             July __, 2002     Director
...........................
    Harry Silverman

                                      II-6
EXHIBIT INDEX

     EXHIBIT
     NO.                DESCRIPTION
     -------            -----------

     4.1  Specimen certificate for common stock (previously filed).

     4.2  Stock Option in the name of C. Robert Cusick, dated November 19, 1998.
          (filed as Exhibit 10.81 to the Company's Annual Report on Form 10-KSB
          for the fiscal year ended December 31, 1998).

     4.3  Stock Option in the name of C. Robert Cusick, dated February 4, 1999
          (filed as Exhibit 10.8 to the Company's Report on Form 10-Q for the
          quarter ended March 31, 1999).

     4.4  Stock Option in the name of C. Robert Cusick, dated February 24, 1999
          (filed as Exhibit 10.91 to the Company's Report on Form 10-KSB for the
          fiscal year ended December 31, 1999).

     4.5  Stock Option in the name of C. Robert Cusick, dated February 24, 2001
          (filed as Exhibit 10.1 to the Company's Report on Form 10-Q for the
          quarter ended March 31, 2001, and incorporated herein by reference).

     5.1  Legal opinion of Foley Hoag LLP.

     23.1 Consent of Wolf & Company, P.C.

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

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

                                      II-7