As filed with the Securities and Exchange Commission on August 27, 2002.

                                                       Registration No. 333-

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


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


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

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

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

                             Mylan Laboratories Inc.
                        1997 Incentive Stock Option Plan
                              (Full Title of Plan)

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

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

                                    Copy to:
                             Bruce D. Knapp, Esquire
                                DKW Law Group, PC
                          58th Floor, US Steel Building
                                600 Grant Street
                         Pittsburgh, Pennsylvania 15219

                         CALCULATION OF REGISTRATION FEE
<table>
<s>                     <c>                    <c>                <c>                  <c>
----------------------- --------------------- -------------------- --------------------- --------------------
Title of Securities         Amount to be       Proposed Maximum      Proposed Maximum         Amount of
  to be Registered         Registered (1)      Offering Price per    Aggregate Offering    Registration Fee
                                                   Share (2)            Price (2)                (2)
----------------------- --------------------- -------------------- --------------------- --------------------
----------------------- --------------------- -------------------- --------------------- --------------------
    Common Stock,            5,000,000              $33.15             $165,750,000            $15,249
    $.50 par value
----------------------- --------------------- -------------------- --------------------- --------------------
</table>

(1) For the sole purpose of calculating the registration fee, the number of
shares to be registered under this registration statement is the number of
additional shares authorized to be issued under the Mylan Laboratories Inc. 1997
Incentive Stock Option Plan (the "Plan"), plus any additional shares that may
hereafter become issuable as a result of the adjustment and antidilution
provisions of the Plan.

<page>

(2) Estimated for purposes of calculating the registration fee pursuant to Rule
457(c) as being the average ($33.15) of the high ($33.50) and low ($32.80)
prices for the common stock of Mylan Laboratories Inc. (the "Company") listed on
the New York Stock Exchange on August 20, 2002.

     In accordance with Rule 464 under the Securities Act of 1933, as amended
(the "Securities Act"), this registration statement is effective automatically
on the date of filing with the Securities and Exchange Commission ("SEC").

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


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

Item 1. Plan Information.

     The reoffer prospectus filed as part of the Registration Statement filed
with the SEC on September 18, 1997 has been revised as follows in accordance
with General Instruction E of Form S-8 and, pursuant to General Instruction C of
Form S-8, may be used for reoffers and resales of common stock to be acquired by
"affiliates" of Mylan Laboratories Inc. (the "Company") (as defined in Rule 405
under the Securities Act) upon the exercise by such affiliates of options to
purchase common stock heretofore or hereafter granted under the Mylan
Laboratories Inc. 1997 Incentive Stock Option Plan (the "Plan").

                               REOFFER PROSPECTUS

     This prospectus is being used in connection with offerings from time to
time by certain Plan participants ("Eligible Shareholders") of shares of the
common stock of Mylan Laboratories Inc. (the "Company"), par value $.50 per
share, who may be deemed "affiliates" of the Company, as defined in Rule 405
under the Securities Act of 1933, as amended (the "Securities Act"), which
shares may be acquired by the Eligible Shareholders upon their exercise of
options granted to them under the Plan ("Options").

         The Eligible Shareholders may sell these shares of common stock from
time to time directly to purchasers. Alternatively, the Eligible Shareholders
may sell their shares of common stock in one or more transactions (which may
involve one or more block transactions) on the New York Stock Exchange in
separately negotiated transactions, or in a combination of such transactions.
Each sale may be made either at market prices prevailing at the time of such
sale or at negotiated prices. Some or all of the shares of common stock may be
sold through brokers acting on behalf of the Eligible Shareholders, or to
dealers for resale. In connection with these sales, the brokers or dealers may
receive discounts or commissions as compensation in the form of discounts or
commissions from the Eligible Shareholders and/or the purchasers of the shares
for whom they acted as broker or agent (which discounts or commissions are not
anticipated to exceed the usual amounts charged for the types of transactions
involved). However, any securities covered by this prospectus which qualify for
sale pursuant to Rule 144 under the Securities Act may be sold under Rule 144
rather than pursuant to this prospectus. The Company will pay all expenses of
registration incurred for this offering, but all brokerage commissions and other
expenses incurred by individual Eligible Shareholders are the responsibility of
each respective Eligible Shareholder. The Company will not be entitled to any
proceeds from such sales, although it will receive the exercise price paid by
Eligible Shareholders upon exercise of their Options under the Plan.

     The following people may each be deemed an "underwriter" under the
Securities Act: any of the Eligible Shareholders; any dealer who participates in
the distribution of any shares of the common stock offered under this
prospectus; and any broker who executes selling orders on behalf of the Eligible
Shareholders. If this should occur, any profit on the sale of common stock by
the Eligible Shareholders, and any discounts or commissions received by such
brokers or dealers, may be deemed underwriting discounts and commissions under
the Securities Act.

<PAGE>





     The Company's common stock is traded on the New York Stock Exchange under
the symbol "MYL." On August 20, 2002, the closing price of the common stock as
reported on the New York Stock Exchange was $32.97 per share.

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

         The date of this Prospectus is August 27, 2002.



                                TABLE OF CONTENTS


Available Information.............................................2
Incorporation of Certain Documents by Reference...................3
The Company.......................................................3
Use of Proceeds...................................................3
Persons Eligible to Sell Shares...................................3
Plan of Distribution..............................................4
Legal Matters.....................................................5
Experts...........................................................5
Interests of Named Experts and Counsel............................5

                              AVAILABLE INFORMATION

     The Company has filed with the Securities and Exchange Commission (the
"SEC") a registration statement on Form S-8, together with all amendments and
exhibits thereto (the "Registration Statement") under the Securities Act, with
respect to the common stock offered hereby. This prospectus does not contain all
of the information set forth in the Registration Statement because certain parts
were omitted in accordance with the rules and regulations of the SEC. Statements
made in this prospectus regarding the content of any contract, agreement or
other document may not be complete. With respect to any contract, agreement or
other document we have filed as an exhibit to the Registration Statement, we
refer you to the exhibit for a more complete description of the matter involved.
In addition, any statement we make about such contracts, agreements and other
documents shall be deemed qualified in its entirety by our references to the
relevant exhibits. The Registration Statement, including the exhibits and
schedules filed with it, may be inspected at the SEC's Public Reference Section,
450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549, and at the regional
offices of the SEC located at The Woolworth Building, 233 Broadway, New York,
New York 10279, and 174 West Jackson Boulevard, Suite 900, Chicago, Illinois
60604. Copies of such material may be obtained upon written request from the
Public Reference Section of the SEC at the addresses set forth above upon
payment of prescribed fees. The SEC also maintains a website at
"http://www.sec.gov", which contains reports, proxy statements and other
information regarding registrants that file electronically with the SEC.

     The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance with
the Exchange Act, files reports, proxy statements and other information with the
SEC. Such reports, proxy statements and other information may be inspected at
the SEC's Public Reference Section named above; at the SEC's regional offices at
the addresses set forth above; or accessed through the SEC's website identified
above. In addition, copies of those materials may be obtained upon written
request from the Public Reference Section of the SEC upon payment of prescribed
fees.
                                       2
<page>

     The common stock of the Company is listed on the New York Stock Exchange
and such reports, proxy material and other information are also available for
inspection at the New York Stock Exchange, Inc., 11 Wall Street, New York, New
York 10005.

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     Please note that this prospectus incorporates by reference the following
documents filed by the Company with the SEC pursuant to the Exchange Act:

1.   Amended Annual Report on Form 10-K/A for the fiscal year ended March 31,
     2002.

2.   Annual Report on Form 10-K for the fiscal year ended March 31, 2002.

3.   Quarterly Report on Form 10-Q for the quarter ended June 30, 2002.

4.   The description of the Company's common stock included in the Registration
     Statement on Form 8-A filed April 3, 1986.

     Each document filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act after the date of this prospectus and prior to the
termination of the offering covered by this Registration Statement shall be
deemed to be incorporated by reference in this prospectus, and to be a part of
this prospectus from the date such document is filed. Any statement in this
prospectus, or in a document incorporated or deemed to be incorporated by
reference in this prospectus, shall be deemed to be modified or superseded for
purposes of the Registration Statement and this prospectus to the extent that
another statement contained in this prospectus, or in any subsequently filed
document that also is or is deemed to be incorporated by reference in this
prospectus, 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 prospectus.

     Upon written or oral request, any of the documents incorporated by
reference in Item 3 of PART II of the Registration Statement (which documents
are incorporated by reference in this Prospectus), other documents required to
be delivered to eligible participants pursuant to Rule 428(b) of the Securities
Act, or additional information about the Plan are available without charge by
contacting Patricia A. Sunseri, Senior Vice President - Investor and Public
Relations, Mylan Laboratories Inc., 130 Seventh Street, 1030 Century Building,
Pittsburgh, Pennsylvania 15222, telephone number (412) 232-0100.

                                   THE COMPANY

     The Company, directly and through subsidiaries, is engaged in developing,
licensing, manufacturing, marketing and distributing generic and brand
pharmaceutical products. Through its subsidiary, Mylan Pharmaceuticals Inc., the
Company is recognized as one of the leaders in the generic pharmaceutical
industry. The Company was incorporated in Pennsylvania in 1970. The Company
maintains its headquarters at 130 Seventh Street, 1030 Century Building,
Pittsburgh, Pennsylvania 15222, telephone number (412) 232-0100.

                                 USE OF PROCEEDS

     The Company will not receive any proceeds from the sale of the common stock
offered under this prospectus by the Eligible Shareholders. However, if the
Eligible Shareholders exercise their Options to sell the shares of common stock
registered under the Registration Statement, they must pay the Company the
exercise price for any Options they exercise. The Company cannot predict when or
if it will receive proceeds from the exercise of Options, or the amount of any
such proceeds. The Company intends to use the proceeds, if any, received from
the exercise of Options for working capital purposes. See "Plan of
Distribution."

                         PERSONS ELIGIBLE TO SELL SHARES

     The following table sets forth certain information regarding the shares of
common stock issuable upon the exercise of Options held by the Eligible
Shareholders, who may be deemed "affiliates" of the

                                       3
<page>


Company, as defined in Rule 405 under the Securities Act, and who are eligible
to sell shares under this prospectus, whether or not they have a present
intention of doing so. No Eligible Shareholder has advised the Company of any
present intention to sell any of the shares eligible to be sold (which shares
are deemed to be offered hereby). In cases where the Eligible Shareholder serves
or has served within the past three years as an officer, director or employee of
the Company or any of its subsidiaries, or has had another material relationship
with the Company, this relationship is noted. All of the shares offered hereby
are shares issued or issuable upon the exercise of Options granted under the
Plan. This prospectus may be supplemented from time to time to include the names
of affiliates of the Company who may from time to time be awarded Options and
the number of shares of common stock issuable upon the exercise thereof, which
may be resold in reliance on this prospectus.

<table>

<s>                         <c>                        <c>                       <c>

           Name                      Position              Shares Beneficially       Shares Eligible to Be
                                                         Owned Prior to Offering           Sold (2)
                                      (1)
---------------------------- -------------------------- -------------------------- --------------------------

Milan Puskar                 Chairman, Chief Executive           2,687,856                    225,000
                             Officer, and Director


Robert J. Coury              Vice Chairman, Director               107,500                    307,500
                             and former consultant

Edward J. Borkowski          Chief Financial Officer                    52                    150,000

Wendy Cameron                Director                               27,500                     47,500

Leslie B. Daniels            Director                               95,000                     47,500

Louis J. DeBone              Senior Vice President                 308,814                    555,000

Laurence S. DeLynn           Director                              313,500                     87,500

John C. Gaisford, M.D.       Director                               79,401                     89,500

Douglas J. Leech             Director                               47,000                     62,500

C.B. Todd                    President, Chief                      583,391                    210,000
                             Operating Officer, and
                             Director

Randall L. Vanderveen, Ph.D  Director                               27,500                     47,500

Stuart A. Williams, Esq.     Chief Legal Officer and               123,175                    207,500
                             Director (3)



<fn>

(1) Includes (i) shares owned of record, (ii) shares issuable upon the exercise
of options (including the Options) which are currently exercisable or
exercisable within 60 days from the date of this prospectus, and (iii) shares
otherwise beneficially owned.

(2) Shares indicated in this column are shares which would be owned by the
Eligible Shareholder upon exercise of options (including the Options) currently
held by such Eligible Shareholder, and consequently available for resale under
this prospectus. No such Eligible Shareholder has advised the Company of any
present intention of selling any of the shares eligible to be sold (which shares
are deemed to be offered by this prospectus). However, if all of the shares
eligible to be sold are sold in this offering, then, following the offering, the
percentage of ownership of each Eligible Shareholder would be less than 1% of
all outstanding shares of common stock, except for Mr. Puskar, whose percentage
of ownership would be 2.1%.

(3)    See "Interests of Named Experts and Counsel."

</fn>
</table>

                              PLAN OF DISTRIBUTION

     The shares of common stock may be sold from time to time to purchasers in
regular way brokerage transactions on the New York Stock Exchange or in
privately negotiated transactions. Sales

                                       4
<page>

effected through the facilities of the New York Stock Exchange or otherwise will
be effected at such prices as may be obtainable and are satisfactory to the
respective Eligible Shareholders.

     Each sale may be made either at market prices prevailing at the time of
such sale or at negotiated prices. Some or all of the shares of common stock may
be sold through brokers acting on behalf of the Eligible Shareholders or to
dealers for resale by such dealers. In connection with such sales, those brokers
or dealers may receive compensation in the form of discounts or commissions from
the Eligible Shareholders and/or the purchasers of such shares for whom they
acted as broker or agent (which discounts or commissions are not anticipated to
exceed those customary in the types of transactions involved). However, any
securities covered by this prospectus which qualify for sale pursuant to Rule
144 under the Securities Act may be sold under Rule 144 rather than pursuant to
this prospectus. All expenses of registration incurred in connection with this
offering will be paid by the Company, but each individual Eligible Shareholder
will be responsible for all brokerage commissions and other expenses he or she
incurs. The Company will not be entitled to any of the proceeds from such sales,
although the Eligible Shareholders must pay the Company the exercise price due
when they exercise their Options under the Plan.

     The Eligible Shareholders, any dealer participating in the distribution of
any shares of common stock offered under this prospectus, and any broker
executing selling orders on behalf of the Eligible Shareholders, may each be
deemed "underwriters" within the meaning of the Securities Act. If this occurs,
any profit received by the Eligible Shareholders on their sale of any or all of
their shares of common stock, and any discounts or commissions received by the
brokers or dealers executing those sales, may be deemed underwriting discounts
and commissions under the Securities Act.

     Any broker or dealer participating in any distribution of shares of common
stock in connection with this offering may be deemed to be an "underwriter"
within the meaning of the Securities Act. In that case, the broker or dealer
will be required to deliver a copy of this prospectus, including a prospectus
supplement, if required, to any person who purchases any of the shares of common
stock from or through such broker or dealer.

     In order to comply with the securities laws of certain states, if
applicable, the shares of common stock will be sold only through registered or
licensed brokers or dealers. In addition, in certain states, the shares of
common stock may not be sold unless they have been registered or qualified for
sale in such state, or an exemption from such registration or qualification
requirement is available and is complied with.

                                  LEGAL MATTERS

     The validity of the common stock being offered hereby will be passed upon
for the Company by DKW Law Group, PC, Pittsburgh, Pennsylvania.

                                     EXPERTS

         The consolidated financial statements of the Company as of March 31,
2002 and 2001 and for each of the three years in the period ended March 31, 2002
incorporated in this prospectus by reference from the Company's Annual Report on
Form 10-K and Amended Annual Report on Form 10-K/A have been audited by Deloitte
& Touche LLP, independent auditors, as stated in their reports, which are
incorporated herein by reference, and have been so incorporated in reliance upon
the report of such firm, given upon their authority as experts in accounting and
auditing.

                     INTERESTS OF NAMED EXPERTS AND COUNSEL

     Stuart A. Williams, Esq., the Chief Legal Officer and a director of the
Company, maintains an of counsel position with DKW Law Group, PC, where he was a
member prior to becoming Chief Legal Officer of the Company.

                                       5
<page>

PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     This Form S-8 Registration Statement is being filed by the Company pursuant
to General Instruction E of Form S-8 to register an additional 5,000,000 shares
of common stock, par value $.50 per share, being offered under the Plan.

     The contents of the Company's initial Form S-8 Registration Statement with
respect to the Plan, File No. 333-35887, filed with the SEC on September 18,
1997; the Post-Effective Amendment No. 1 to the initial Form S-8 Registration
Statement, File No. 333-35887, filed with the SEC on December 23, 1997; and the
Post-Effective Amendment No. 2 to the initial Form S-8 Registration Statement,
File No. 333-35887, filed with the SEC on the date hereof, are all hereby
incorporated by reference to this Form S-8 Registration Statement, except to the
extent modified herein.

Item 8. Exhibits.

          4.1 Mylan Laboratories Inc. 1997 Incentive Stock Option Plan, as
          amended and restated effective July 26, 2002, filed as Annex A to
          Definitive Proxy Statement on June 24, 2002, and incorporated herein
          by reference.

          4.2 Amended and Restated Articles of Incorporation of the Company,
          filed as Exhibit 4.2 to the Form S-8 on December 23, 1997
          (registration number 333-43081) and incorporated herein by reference.

          4.3 By-laws of the Company, as amended to date, filed as Exhibit 3.2
          to the Form 10-K for the fiscal year ended March 31, 2001, and
          incorporated herein by reference.

          4.4 Rights Agreement, as amended to date, between the Company and
          American Stock Transfer & Trust Co., filed as Exhibit 4.1 to Form 8-K
          dated August 30, 1996, and incorporated herein by reference. The
          Amendment thereto is incorporated herein by reference to Exhibit 1 to
          Form 8-A/A dated March 31, 2000.

          5.1 Opinion of DKW Law Group, PC.

          23.1 Consent of DKW Law Group, PC (included in the opinion filed as
          Exhibit 5.1 to this Registration Statement).

          23.2 Consent of Deloitte & Touche LLP

          24.1 Powers of Attorney (included on signature page of this
          registration statement).


                                       6
<PAGE>



                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Pittsburgh, State of Pennsylvania on August 27, 2002.


                                     MYLAN LABORATORIES INC.

                                     By: /s/ Milan Puskar
                                        ----------------------------------------
                                     Name:  Milan Puskar
                                     Title: Chairman and Chief Executive Officer

         Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the employee benefit plan) have duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Pittsburgh, State of
Pennsylvania on August 27, 2002.

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

                                       /s/ John C. Gaisford
                                       -----------------------------------------
                                      John C. Gaisford
                                      Compensation Committee Member


     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Milan Puskar, Robert J. Coury and Patricia A.
Sunseri, and each of them, with full power to act without the other, his true
and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any or all amendments to this Registration Statement,
including post-effective amendments, and to file the same with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in connection therewith, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents of any of them, or any
substitute or substitutes, lawfully do or cause to be done by virtue hereof.

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

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

 /s/ Milan Puskar               Chairman, Chief Executive      August 27, 2002
------------------------------  Officer, and Director
  Milan Puskar

 /s/ Robert J. Coury            Vice Chairman and Director     August 27, 2002
------------------------------
  Robert J. Coury
                                     7



 <page>


 /s/ Edward J. Borkowski        Chief Financial Officer        August 27, 2002
------------------------------  (Principal financial officer)
  Edward J. Borkowski

 /s/ Gary E. Sphar              Vice President and             August 27, 2002
------------------------------  Corporate Controller
  Gary E. Sphar                 (Principal accounting officer)


 /s/ Wendy Cameron              Director                       August 27, 2002
------------------------------
  Wendy Cameron

 /s/ Leslie B. Daniels          Director                       August 27, 2002
------------------------------
  Leslie B. Daniels

 /s/ Laurence S. DeLynn         Director                       August 27, 2002
------------------------------
  Laurence S. DeLynn

  /s/ John C. Gaisford          Director                       August 27, 2002
------------------------------
  John C. Gaisford, M.D.

  /s/ Douglas J. Leech          Director                       August 27, 2002
------------------------------
  Douglas J. Leech

  /s/ Patricia A. Sunseri       Senior Vice President,         August 27, 2002
------------------------------  Investor and Public
  Patricia A. Sunseri           Relations, and Director

  /s/ C.B. Todd                 President, Chief Operating     August 27, 2002
------------------------------  Officer and Director
  C.B. Todd

  /s/ Randall L. Vanderveen     Director                       August 27, 2002
------------------------------
  Randall L. Vanderveen, Ph.D.

  /s/ Stuart A. Williams        Chief Legal Officer and        August 27, 2002
------------------------------  Director
  Stuart A. Williams, Esq.
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{"company-data": {"conformed-name": "MYLAN LABORATORIES INC", "cik": "0000069499", "assigned-sic": "2834", "irs-number": "251211621", "state-of-incorporation": "PA", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-98811", "film-number": "02749902"}, "business-address": {"street1": "130 SEVENTH ST", "street2": "1030 CENTURY BLDG", "city": "PITTSBURGH", "state": "PA", "zip": "15222", "phone": "4122320100"}, "mail-address": {"street1": "1030 CENTURY BUILDING", "street2": "130 SEVENTH STREET", "city": "PITTSBURGH", "state": "PA", "zip": "15222"}, "former-company": {"former-conformed-name": "FRM CORP", "date-changed": "19711003"}}
As filed with the Securities and Exchange Commission on August 27, 2002.

                                                       Registration No. 333-

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

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

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

                             Mylan Laboratories Inc.
                        1997 Incentive Stock Option Plan
                              (Full Title of Plan)

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

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

                                    Copy to:
                             Bruce D. Knapp, Esquire
                                DKW Law Group, PC
                          58th Floor, US Steel Building
                                600 Grant Street
                         Pittsburgh, Pennsylvania 15219

                         CALCULATION OF REGISTRATION FEE
----------------------- --------------------- -------------------- --------------------- --------------------
Title of Securities         Amount to be       Proposed Maximum      Proposed Maximum         Amount of
  to be Registered         Registered (1)      Offering Price per    Aggregate Offering    Registration Fee
                                                   Share (2)            Price (2)                (2)
----------------------- --------------------- -------------------- --------------------- --------------------
----------------------- --------------------- -------------------- --------------------- --------------------
    Common Stock,            5,000,000              $33.15             $165,750,000            $15,249
    $.50 par value
----------------------- --------------------- -------------------- --------------------- --------------------
(1) For the sole purpose of calculating the registration fee, the number of
shares to be registered under this registration statement is the number of
additional shares authorized to be issued under the Mylan Laboratories Inc. 1997
Incentive Stock Option Plan (the "Plan"), plus any additional shares that may
hereafter become issuable as a result of the adjustment and antidilution
provisions of the Plan.
(2) Estimated for purposes of calculating the registration fee pursuant to Rule
457(c) as being the average ($33.15) of the high ($33.50) and low ($32.80)
prices for the common stock of Mylan Laboratories Inc. (the "Company") listed on
the New York Stock Exchange on August 20, 2002.

     In accordance with Rule 464 under the Securities Act of 1933, as amended
(the "Securities Act"), this registration statement is effective automatically
on the date of filing with the Securities and Exchange Commission ("SEC").

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

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

Item 1. Plan Information.

     The reoffer prospectus filed as part of the Registration Statement filed
with the SEC on September 18, 1997 has been revised as follows in accordance
with General Instruction E of Form S-8 and, pursuant to General Instruction C of
Form S-8, may be used for reoffers and resales of common stock to be acquired by
"affiliates" of Mylan Laboratories Inc. (the "Company") (as defined in Rule 405
under the Securities Act) upon the exercise by such affiliates of options to
purchase common stock heretofore or hereafter granted under the Mylan
Laboratories Inc. 1997 Incentive Stock Option Plan (the "Plan").

                               REOFFER PROSPECTUS

     This prospectus is being used in connection with offerings from time to
time by certain Plan participants ("Eligible Shareholders") of shares of the
common stock of Mylan Laboratories Inc. (the "Company"), par value $.50 per
share, who may be deemed "affiliates" of the Company, as defined in Rule 405
under the Securities Act of 1933, as amended (the "Securities Act"), which
shares may be acquired by the Eligible Shareholders upon their exercise of
options granted to them under the Plan ("Options").

         The Eligible Shareholders may sell these shares of common stock from
time to time directly to purchasers. Alternatively, the Eligible Shareholders
may sell their shares of common stock in one or more transactions (which may
involve one or more block transactions) on the New York Stock Exchange in
separately negotiated transactions, or in a combination of such transactions.
Each sale may be made either at market prices prevailing at the time of such
sale or at negotiated prices. Some or all of the shares of common stock may be
sold through brokers acting on behalf of the Eligible Shareholders, or to
dealers for resale. In connection with these sales, the brokers or dealers may
receive discounts or commissions as compensation in the form of discounts or
commissions from the Eligible Shareholders and/or the purchasers of the shares
for whom they acted as broker or agent (which discounts or commissions are not
anticipated to exceed the usual amounts charged for the types of transactions
involved). However, any securities covered by this prospectus which qualify for
sale pursuant to Rule 144 under the Securities Act may be sold under Rule 144
rather than pursuant to this prospectus. The Company will pay all expenses of
registration incurred for this offering, but all brokerage commissions and other
expenses incurred by individual Eligible Shareholders are the responsibility of
each respective Eligible Shareholder. The Company will not be entitled to any
proceeds from such sales, although it will receive the exercise price paid by
Eligible Shareholders upon exercise of their Options under the Plan.

     The following people may each be deemed an "underwriter" under the
Securities Act: any of the Eligible Shareholders; any dealer who participates in
the distribution of any shares of the common stock offered under this
prospectus; and any broker who executes selling orders on behalf of the Eligible
Shareholders. If this should occur, any profit on the sale of common stock by
the Eligible Shareholders, and any discounts or commissions received by such
brokers or dealers, may be deemed underwriting discounts and commissions under
the Securities Act.
The Company's common stock is traded on the New York Stock Exchange under
the symbol "MYL." On August 20, 2002, the closing price of the common stock as
reported on the New York Stock Exchange was $32.97 per share.

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

         The date of this Prospectus is August 27, 2002.

                                TABLE OF CONTENTS

Available Information.............................................2
Incorporation of Certain Documents by Reference...................3
The Company.......................................................3
Use of Proceeds...................................................3
Persons Eligible to Sell Shares...................................3
Plan of Distribution..............................................4
Legal Matters.....................................................5
Experts...........................................................5
Interests of Named Experts and Counsel............................5

                              AVAILABLE INFORMATION

     The Company has filed with the Securities and Exchange Commission (the
"SEC") a registration statement on Form S-8, together with all amendments and
exhibits thereto (the "Registration Statement") under the Securities Act, with
respect to the common stock offered hereby. This prospectus does not contain all
of the information set forth in the Registration Statement because certain parts
were omitted in accordance with the rules and regulations of the SEC. Statements
made in this prospectus regarding the content of any contract, agreement or
other document may not be complete. With respect to any contract, agreement or
other document we have filed as an exhibit to the Registration Statement, we
refer you to the exhibit for a more complete description of the matter involved.
In addition, any statement we make about such contracts, agreements and other
documents shall be deemed qualified in its entirety by our references to the
relevant exhibits. The Registration Statement, including the exhibits and
schedules filed with it, may be inspected at the SEC's Public Reference Section,
450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549, and at the regional
offices of the SEC located at The Woolworth Building, 233 Broadway, New York,
New York 10279, and 174 West Jackson Boulevard, Suite 900, Chicago, Illinois
60604. Copies of such material may be obtained upon written request from the
Public Reference Section of the SEC at the addresses set forth above upon
payment of prescribed fees. The SEC also maintains a website at
"http://www.sec.gov", which contains reports, proxy statements and other
information regarding registrants that file electronically with the SEC.

     The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance with
the Exchange Act, files reports, proxy statements and other information with the
SEC. Such reports, proxy statements and other information may be inspected at
the SEC's Public Reference Section named above; at the SEC's regional offices at
the addresses set forth above; or accessed through the SEC's website identified
above. In addition, copies of those materials may be obtained upon written
request from the Public Reference Section of the SEC upon payment of prescribed
fees.
                                       2
The common stock of the Company is listed on the New York Stock Exchange
and such reports, proxy material and other information are also available for
inspection at the New York Stock Exchange, Inc., 11 Wall Street, New York, New
York 10005.

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     Please note that this prospectus incorporates by reference the following
documents filed by the Company with the SEC pursuant to the Exchange Act:

1.   Amended Annual Report on Form 10-K/A for the fiscal year ended March 31,
     2002.

2.   Annual Report on Form 10-K for the fiscal year ended March 31, 2002.

3.   Quarterly Report on Form 10-Q for the quarter ended June 30, 2002.

4.   The description of the Company's common stock included in the Registration
     Statement on Form 8-A filed April 3, 1986.

     Each document filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act after the date of this prospectus and prior to the
termination of the offering covered by this Registration Statement shall be
deemed to be incorporated by reference in this prospectus, and to be a part of
this prospectus from the date such document is filed. Any statement in this
prospectus, or in a document incorporated or deemed to be incorporated by
reference in this prospectus, shall be deemed to be modified or superseded for
purposes of the Registration Statement and this prospectus to the extent that
another statement contained in this prospectus, or in any subsequently filed
document that also is or is deemed to be incorporated by reference in this
prospectus, 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 prospectus.

     Upon written or oral request, any of the documents incorporated by
reference in Item 3 of PART II of the Registration Statement (which documents
are incorporated by reference in this Prospectus), other documents required to
be delivered to eligible participants pursuant to Rule 428(b) of the Securities
Act, or additional information about the Plan are available without charge by
contacting Patricia A. Sunseri, Senior Vice President - Investor and Public
Relations, Mylan Laboratories Inc., 130 Seventh Street, 1030 Century Building,
Pittsburgh, Pennsylvania 15222, telephone number (412) 232-0100.

                                   THE COMPANY

     The Company, directly and through subsidiaries, is engaged in developing,
licensing, manufacturing, marketing and distributing generic and brand
pharmaceutical products. Through its subsidiary, Mylan Pharmaceuticals Inc., the
Company is recognized as one of the leaders in the generic pharmaceutical
industry. The Company was incorporated in Pennsylvania in 1970. The Company
maintains its headquarters at 130 Seventh Street, 1030 Century Building,
Pittsburgh, Pennsylvania 15222, telephone number (412) 232-0100.

                                 USE OF PROCEEDS

     The Company will not receive any proceeds from the sale of the common stock
offered under this prospectus by the Eligible Shareholders. However, if the
Eligible Shareholders exercise their Options to sell the shares of common stock
registered under the Registration Statement, they must pay the Company the
exercise price for any Options they exercise. The Company cannot predict when or
if it will receive proceeds from the exercise of Options, or the amount of any
such proceeds. The Company intends to use the proceeds, if any, received from
the exercise of Options for working capital purposes. See "Plan of
Distribution."

                         PERSONS ELIGIBLE TO SELL SHARES

     The following table sets forth certain information regarding the shares of
common stock issuable upon the exercise of Options held by the Eligible
Shareholders, who may be deemed "affiliates" of the

                                       3
Company, as defined in Rule 405 under the Securities Act, and who are eligible
to sell shares under this prospectus, whether or not they have a present
intention of doing so. No Eligible Shareholder has advised the Company of any
present intention to sell any of the shares eligible to be sold (which shares
are deemed to be offered hereby). In cases where the Eligible Shareholder serves
or has served within the past three years as an officer, director or employee of
the Company or any of its subsidiaries, or has had another material relationship
with the Company, this relationship is noted. All of the shares offered hereby
are shares issued or issuable upon the exercise of Options granted under the
Plan. This prospectus may be supplemented from time to time to include the names
of affiliates of the Company who may from time to time be awarded Options and
the number of shares of common stock issuable upon the exercise thereof, which
may be resold in reliance on this prospectus.
Name                      Position              Shares Beneficially       Shares Eligible to Be
                                                         Owned Prior to Offering           Sold (2)
                                      (1)
---------------------------- -------------------------- -------------------------- --------------------------

Milan Puskar                 Chairman, Chief Executive           2,687,856                    225,000
                             Officer, and Director

Robert J. Coury              Vice Chairman, Director               107,500                    307,500
                             and former consultant

Edward J. Borkowski          Chief Financial Officer                    52                    150,000

Wendy Cameron                Director                               27,500                     47,500

Leslie B. Daniels            Director                               95,000                     47,500

Louis J. DeBone              Senior Vice President                 308,814                    555,000

Laurence S. DeLynn           Director                              313,500                     87,500

John C. Gaisford, M.D.       Director                               79,401                     89,500

Douglas J. Leech             Director                               47,000                     62,500

C.B. Todd                    President, Chief                      583,391                    210,000
                             Operating Officer, and
                             Director

Randall L. Vanderveen, Ph.D  Director                               27,500                     47,500

Stuart A. Williams, Esq.     Chief Legal Officer and               123,175                    207,500
                             Director (3)
(1) Includes (i) shares owned of record, (ii) shares issuable upon the exercise
of options (including the Options) which are currently exercisable or
exercisable within 60 days from the date of this prospectus, and (iii) shares
otherwise beneficially owned.

(2) Shares indicated in this column are shares which would be owned by the
Eligible Shareholder upon exercise of options (including the Options) currently
held by such Eligible Shareholder, and consequently available for resale under
this prospectus. No such Eligible Shareholder has advised the Company of any
present intention of selling any of the shares eligible to be sold (which shares
are deemed to be offered by this prospectus). However, if all of the shares
eligible to be sold are sold in this offering, then, following the offering, the
percentage of ownership of each Eligible Shareholder would be less than 1% of
all outstanding shares of common stock, except for Mr. Puskar, whose percentage
of ownership would be 2.1%.

(3)    See "Interests of Named Experts and Counsel."
PLAN OF DISTRIBUTION

     The shares of common stock may be sold from time to time to purchasers in
regular way brokerage transactions on the New York Stock Exchange or in
privately negotiated transactions. Sales

                                       4
effected through the facilities of the New York Stock Exchange or otherwise will
be effected at such prices as may be obtainable and are satisfactory to the
respective Eligible Shareholders.

     Each sale may be made either at market prices prevailing at the time of
such sale or at negotiated prices. Some or all of the shares of common stock may
be sold through brokers acting on behalf of the Eligible Shareholders or to
dealers for resale by such dealers. In connection with such sales, those brokers
or dealers may receive compensation in the form of discounts or commissions from
the Eligible Shareholders and/or the purchasers of such shares for whom they
acted as broker or agent (which discounts or commissions are not anticipated to
exceed those customary in the types of transactions involved). However, any
securities covered by this prospectus which qualify for sale pursuant to Rule
144 under the Securities Act may be sold under Rule 144 rather than pursuant to
this prospectus. All expenses of registration incurred in connection with this
offering will be paid by the Company, but each individual Eligible Shareholder
will be responsible for all brokerage commissions and other expenses he or she
incurs. The Company will not be entitled to any of the proceeds from such sales,
although the Eligible Shareholders must pay the Company the exercise price due
when they exercise their Options under the Plan.

     The Eligible Shareholders, any dealer participating in the distribution of
any shares of common stock offered under this prospectus, and any broker
executing selling orders on behalf of the Eligible Shareholders, may each be
deemed "underwriters" within the meaning of the Securities Act. If this occurs,
any profit received by the Eligible Shareholders on their sale of any or all of
their shares of common stock, and any discounts or commissions received by the
brokers or dealers executing those sales, may be deemed underwriting discounts
and commissions under the Securities Act.

     Any broker or dealer participating in any distribution of shares of common
stock in connection with this offering may be deemed to be an "underwriter"
within the meaning of the Securities Act. In that case, the broker or dealer
will be required to deliver a copy of this prospectus, including a prospectus
supplement, if required, to any person who purchases any of the shares of common
stock from or through such broker or dealer.

     In order to comply with the securities laws of certain states, if
applicable, the shares of common stock will be sold only through registered or
licensed brokers or dealers. In addition, in certain states, the shares of
common stock may not be sold unless they have been registered or qualified for
sale in such state, or an exemption from such registration or qualification
requirement is available and is complied with.

                                  LEGAL MATTERS

     The validity of the common stock being offered hereby will be passed upon
for the Company by DKW Law Group, PC, Pittsburgh, Pennsylvania.

                                     EXPERTS

         The consolidated financial statements of the Company as of March 31,
2002 and 2001 and for each of the three years in the period ended March 31, 2002
incorporated in this prospectus by reference from the Company's Annual Report on
Form 10-K and Amended Annual Report on Form 10-K/A have been audited by Deloitte
& Touche LLP, independent auditors, as stated in their reports, which are
incorporated herein by reference, and have been so incorporated in reliance upon
the report of such firm, given upon their authority as experts in accounting and
auditing.

                     INTERESTS OF NAMED EXPERTS AND COUNSEL

     Stuart A. Williams, Esq., the Chief Legal Officer and a director of the
Company, maintains an of counsel position with DKW Law Group, PC, where he was a
member prior to becoming Chief Legal Officer of the Company.

                                       5
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     This Form S-8 Registration Statement is being filed by the Company pursuant
to General Instruction E of Form S-8 to register an additional 5,000,000 shares
of common stock, par value $.50 per share, being offered under the Plan.

     The contents of the Company's initial Form S-8 Registration Statement with
respect to the Plan, File No. 333-35887, filed with the SEC on September 18,
1997; the Post-Effective Amendment No. 1 to the initial Form S-8 Registration
Statement, File No. 333-35887, filed with the SEC on December 23, 1997; and the
Post-Effective Amendment No. 2 to the initial Form S-8 Registration Statement,
File No. 333-35887, filed with the SEC on the date hereof, are all hereby
incorporated by reference to this Form S-8 Registration Statement, except to the
extent modified herein.

Item 8. Exhibits.

          4.1 Mylan Laboratories Inc. 1997 Incentive Stock Option Plan, as
          amended and restated effective July 26, 2002, filed as Annex A to
          Definitive Proxy Statement on June 24, 2002, and incorporated herein
          by reference.

          4.2 Amended and Restated Articles of Incorporation of the Company,
          filed as Exhibit 4.2 to the Form S-8 on December 23, 1997
          (registration number 333-43081) and incorporated herein by reference.

          4.3 By-laws of the Company, as amended to date, filed as Exhibit 3.2
          to the Form 10-K for the fiscal year ended March 31, 2001, and
          incorporated herein by reference.

          4.4 Rights Agreement, as amended to date, between the Company and
          American Stock Transfer & Trust Co., filed as Exhibit 4.1 to Form 8-K
          dated August 30, 1996, and incorporated herein by reference. The
          Amendment thereto is incorporated herein by reference to Exhibit 1 to
          Form 8-A/A dated March 31, 2000.

          5.1 Opinion of DKW Law Group, PC.

          23.1 Consent of DKW Law Group, PC (included in the opinion filed as
          Exhibit 5.1 to this Registration Statement).

          23.2 Consent of Deloitte & Touche LLP

          24.1 Powers of Attorney (included on signature page of this
          registration statement).

                                       6
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Pittsburgh, State of Pennsylvania on August 27, 2002.

                                     MYLAN LABORATORIES INC.

                                     By: /s/ Milan Puskar
                                        ----------------------------------------
                                     Name:  Milan Puskar
                                     Title: Chairman and Chief Executive Officer

         Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the employee benefit plan) have duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Pittsburgh, State of
Pennsylvania on August 27, 2002.

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

                                       /s/ John C. Gaisford
                                       -----------------------------------------
                                      John C. Gaisford
                                      Compensation Committee Member

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Milan Puskar, Robert J. Coury and Patricia A.
Sunseri, and each of them, with full power to act without the other, his true
and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any or all amendments to this Registration Statement,
including post-effective amendments, and to file the same with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in connection therewith, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents of any of them, or any
substitute or substitutes, lawfully do or cause to be done by virtue hereof.

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

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

 /s/ Milan Puskar               Chairman, Chief Executive      August 27, 2002
------------------------------  Officer, and Director
  Milan Puskar

 /s/ Robert J. Coury            Vice Chairman and Director     August 27, 2002
------------------------------
  Robert J. Coury
                                     7
/s/ Edward J. Borkowski        Chief Financial Officer        August 27, 2002
------------------------------  (Principal financial officer)
  Edward J. Borkowski

 /s/ Gary E. Sphar              Vice President and             August 27, 2002
------------------------------  Corporate Controller
  Gary E. Sphar                 (Principal accounting officer)

 /s/ Wendy Cameron              Director                       August 27, 2002
------------------------------
  Wendy Cameron

 /s/ Leslie B. Daniels          Director                       August 27, 2002
------------------------------
  Leslie B. Daniels

 /s/ Laurence S. DeLynn         Director                       August 27, 2002
------------------------------
  Laurence S. DeLynn

  /s/ John C. Gaisford          Director                       August 27, 2002
------------------------------
  John C. Gaisford, M.D.

  /s/ Douglas J. Leech          Director                       August 27, 2002
------------------------------
  Douglas J. Leech

  /s/ Patricia A. Sunseri       Senior Vice President,         August 27, 2002
------------------------------  Investor and Public
  Patricia A. Sunseri           Relations, and Director

  /s/ C.B. Todd                 President, Chief Operating     August 27, 2002
------------------------------  Officer and Director
  C.B. Todd

  /s/ Randall L. Vanderveen     Director                       August 27, 2002
------------------------------
  Randall L. Vanderveen, Ph.D.

  /s/ Stuart A. Williams        Chief Legal Officer and        August 27, 2002
------------------------------  Director
  Stuart A. Williams, Esq.