Registration No. 33-_______________.
--------------------------------------------------------------------------------

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


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


                            Mylan Laboratories Inc.
           (Exact Name of Issuer as specified in its charter)
            Pennsylvania                            25-1211621
(State or other jurisdiction               (I.R.S. Employer Identification No.)
    of incorporation or organization)

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

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

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

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


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

                          CALCULATION OF REGISTRATION FEE
----------------|--------------|----------------|-----------------|------------
Title of        |Amount to be  |Proposed Maximum|Proposed Maximum |Amount of
Securities      |Registered (1)|Offering Price  |  Aggregate      |Registration
to be Registered|              | per Share (2)  |Offering Price(2)|Fee (2)
----------------|--------------|----------------|-----------------|------------
Common Stock       10,000,000        $21.89       $218,901,647.40   $75,483.33
$.01 par value


     (1) Plus any  additional  shares that may  hereafter  become  issuable as a
result of the adjustment and antidilution  provisions of the  Registrant's  1997
Incentive Stock Option Plan.

     (2)  Estimated  for the purpose of  calculating  the  registration  fee (i)
pursuant  to Rule  457(h)  on the  basis  of the  exercise  price  per  share of
outstanding  options for 802,000 shares at $16.6875 per share; and (ii) pursuant
to Rule 457(c) for the remaining  9,198,000 shares registered  hereunder,  being
the average  ($22.3438) of the high  ($22.6875) and low ($22.00)  prices for the
Registrant's Common Stock on the New York Stock Exchange on September 12, 1997.

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

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



<PAGE>



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

Item 1.  Plan Information

     The  documents  containing  the  information  specified  in  Part I of this
Registration  Statement  will be sent or  given  to plan  participants  by Mylan
Laboratories  Inc.  (the  "Company")  as  specified  by  Rule  428(b)(1)  of the
Securities Act of 1933, as amended (the  "Securities  Act").  Such documents are
not required to be and are not filed with the Securities and Exchange Commission
(the  "Commission")  either  as  part  of this  Registration  Statement  or as a
prospectus or prospectus  supplement  pursuant to Rule 424. These  documents and
the documents  incorporated by reference in this Registration Statement pursuant
to Item 3 of Part II of this Form S-8, taken  together,  constitute a prospectus
that meets the requirements of Section 10(a) of the Securities Act.

     The  following  reoffer  prospectus  filed  as  part  of  the  Registration
Statement  has been prepared in accordance  with the  requirements  of Part I of
Form S-3 and,  pursuant to General  Instruction  C of Form S-8,  may be used for
reofferings  and resales of Common Stock to be acquired by  "affiliates"  of 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 Company's 1997 Incentive Stock Option Plan.

REOFFER PROSPECTUS

     This  Prospectus is being used in connection with the offering from time to
time by  participants  ("Eligible  Shareholders")  in the 1997  Incentive  Stock
Option  Plan  of  Mylan  Laboratories  Inc.,  a  Pennsylvania  corporation  (the
"Company"),  who may be deemed  "affiliates" of the Company,  as defined in Rule
405 under the  Securities  Act of 1933, as amended (the  "Securities  Act"),  of
shares of common  stock,  par value  $.01 per  share,  of the  Company  ("Common
Stock")  that may be  acquired by them upon the  exercise of options  granted to
them under the Company's 1997 Incentive Stock Option Plan ("Options").

     The  shares  of Common  Stock  may be sold from time to time to  purchasers
directly  by any of  the  Eligible  Shareholders.  Alternatively,  the  Eligible
Shareholders  may sell the  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 by such  dealers,  and in  connection  with such sales,
such  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 may act 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  that  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 are being borne by the Company,  but all brokerage
commissions and other expenses incurred by individual Eligible Shareholders will
be borne by each such Eligible Shareholder.  The Company will not be entitled to
any of the proceeds from such sales,  although the Company will, with respect to
the Company's  1997 Incentive  Stock Option Plan,  receive the exercise price in
cash upon the exercise of the Options.

     The Eligible  Shareholders and any dealer participating in the distribution
of any shares of Common Stock or any broker  executing  selling orders on behalf
of the  Eligible  Shareholders  may be deemed to be  "underwriters"  within  the
meaning of the  Securities  Act, in which event any profit on the sale of any or
all of the  shares  of Common  Stock by them and any  discounts  or  commissions
received  by any such  brokers  or  dealers  may be  deemed  to be  underwriting
discounts and commissions under the Securities Act.

     The Common Stock is traded on the New York Stock  Exchange under the symbol
"MYL".  On September 12, 1997, the closing price of the Common Stock as reported
on the New York Stock Exchange was $22.6875 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 September 17, 1997


                                        1

<PAGE>



                                TABLE OF CONTENTS


                                      Page

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

                              AVAILABLE INFORMATION

     The Company has filed with the  Securities  and  Exchange  Commission  (the
"Commission"),  in  Washington,  D.C.,  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,  certain parts of which are omitted in accordance  with the Rules and
Regulations  of the  Commission.  Statements  made in the  Prospectus  as to the
contents  of any  contract,  agreement  or other  document  referred  to are not
necessarily  complete;  with respect to each such  contract,  agreement or other
document filed as an exhibit to the Registration Statement, reference is made to
the exhibit for a more complete  description  of the matter  involved,  and each
such statement shall be deemed qualified in its entirety by such reference.  The
Registration Statement, including exhibits and schedules filed therewith, may be
inspected at the Commission's Public Reference Section,  450 Fifth Street, N.W.,
Room 1024, Washington, D.C. 20549, and at the regional offices of the Commission
located at 7 World Trade Center,  13th Floor, New York, New York 10048 and Suite
1400, 500 West Madison Street, Chicago,  Illinois 60661. Copies of such material
may be obtained upon written  request from the Public  Reference  Section of the
Commission at the address set forth above upon payment of prescribed  fees.  The
Commission  also  maintains a Web site at  "http://www.sec.gov"  which  contains
reports,  proxy statements and other information regarding registrants that file
electronically with the Commission.

     The Company is subject to the informational  requirements of the Securities
Exchange Act of 1934 and in accordance therewith files reports, proxy statements
and other  information with the Commission.  Such reports,  proxy statements and
other  information  may be  inspected  at the  Public  Reference  Section of the
Commission or the Commission's regional offices at the addresses set forth above
or accessed through the  Commission's  Web site identified  above, and copies of
such  material may be obtained  upon written  request from the Public  Reference
Section of the Commission upon payment of prescribed fees.

     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., 20 Broad Street, New York, New
York 10005.



                                        2

<PAGE>



                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The following  documents filed with the Commission by the Company  pursuant
to the Exchange Act are incorporated by reference in this Prospectus:

         1.   Annual Report on Form 10-K for the year ended March 31, 1997.
         2.   Quarterly Report on Form 10-Q for the quarter ended June 30, 1997.
         3.   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 subsequent to the date of this Prospectus and prior to
the  termination  of the offering of the Common Stock  pursuant  hereto shall be
deemed to be  incorporated  by reference in this  Prospectus and to be a part of
this  Prospectus  from  the  date of  filing  of such  document.  Any  statement
contained  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 a 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 such  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 this  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) or  additional
information  about the Company's 1997 Incentive  Stock Option Plan are available
without charge by contacting: Patricia A. Sunseri, Vice President - Investor and
Public  Relations,  Mylan  Laboratories  Inc., 130 Seventh Street,  1030 Century
Building, Pittsburgh, Pennsylvania 15222, telephone (412) 232-0100.

                                   THE COMPANY

     The  Company,  directly  and  through  subsidiaries,   is  engaged  in  the
development, licensing, manufacturing, marketing and distribution of generic and
proprietary  pharmaceutical  and wound care  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 (412)
232- 0100.

                                 USE OF PROCEEDS

     The Company will not receive any proceeds from the sale of the Common Stock
offered hereby by the Eligible Shareholders.  However, if the holders of Options
exercise  such  Options  in order  to sell  the  underlying  shares  (which  are
registered hereby), the Company will receive the amount of the exercise price of
any Options so exercised.  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."



                                        3

<PAGE>



                         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  participants  in the
Company's 1997 Incentive Stock Option Plan who may be deemed "affiliates" of the
Company,  as defined in Rule 405 under the  Securities  Act, who are eligible to
sell shares,  whether or not they have a present  intention of doing so. 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
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 Company's 1997 Incentive
Stock Option 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>
<CAPTION>

                                                                   Shares             Shares
                                                             Beneficially Owned      Eligible
    Name                           Position                 Prior to Offering(1)    to be Sold(2)
----------------            -----------------------------    -------------------- ----------------
<S>                       <C>                                     <C>             <C>    

Milan Puskar                Chairman, Chief Executive               2,500,000        50,000
                            Officer, President and Director
Dana G. Barnett             Executive Vice President and              267,571        40,000
                            Director
C.B. Todd                   Senior Vice President and                 567,316        40,000
                            Director
Roderick P. Jackson         Senior Vice President                     247,250        40,000
Louis J. DeBone             Vice President                            135,000        30,000
Patricia A. Sunseri         Vice President and Director               478,750        30,000
John P. O'Donnell           Vice President-Research and               161,300        30,000
                            Quality Control
Roger L. Foster             Vice President and General                 69,800        30,000
                            Counsel
Frank A. DeGeorge           Director of Corporate Finance              57,350        10,000
                            and Chief Accounting Officer

</TABLE>


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

     (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)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 hereby).  However, if all of the shares eligible to be sold
are  sold  in  this  offering,  then,  following  the  offering,  each  Eligible
Shareholder  would be deemed to own the  number  of shares  shown in the  column
titled "Shares  Beneficially  Owned Prior to the Offering" less the number shown
in the column titled "Shares  Eligible to be Sold." In each such  instance,  the
percentage of ownership of the 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%.



                                        4

<PAGE>



                              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 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,  and in  connection  with such sales,  such
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 may act 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 are being borne by the Company,  but all brokerage
commissions and other expenses incurred by individual Eligible Shareholders will
be borne by each such Eligible Shareholder.  The Company will not be entitled to
any of the proceeds from such sales,  although the Company will, with respect to
the Stock Option Plan,  receive the exercise  price in cash upon the exercise of
the Options.

     The Eligible  Shareholders and any dealer participating in the distribution
of any of the shares of Common Stock or any broker  executing  selling orders on
behalf of the Eligible  Shareholders may be deemed to be  "underwriters"  within
the meaning of the Securities  Act, in which event any profit on the sale of any
or all of the shares of Common Stock by them and any  discounts  or  commissions
received  by any such  brokers  or  dealers  may be  deemed  to be  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 and if so deemed 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  Doepken,   Keevican  &Weiss   Professional   Corporation,
Pittsburgh, Pennsylvania.


                                     EXPERTS

     The consolidated  financial  statements of the Company as of March 31, 1997
and 1996 and for each of the three  years in the  period  ended  March 31,  1997
incorporated in this Prospectus by reference from the Company's Annual Report on
Form 10-K for the year ended  March 31,  1997,  have been  audited by Deloitte &
Touche  LLP,  independent   auditors,  as  stated  in  their  report,  which  is
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.

     The consolidated financial statements of Somerset Pharmaceuticals,  Inc. as
of  December  31,  1996 and 1995 and for each of the three  years in the  period
ended December 31, 1996  incorporated  in this  Prospectus by reference from the
Annual Report on Form 10-K of Mylan  Laboratories  Inc. for the year ended March
31, 1997 have been audited by Deloitte & Touche LLP,  independent  auditors,  as
stated in their report, which is incorporated herein by

                                        5

<PAGE>



reference, and has been so incorporated in reliance upon the report of such firm
given upon their authority as experts in accounting and auditing.

PART II.          INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The following  documents filed with the Commission by the Company  pursuant
to the Exchange Act are incorporated by reference in this Prospectus:

         1.   Annual Report on Form 10-K for the year ended March 31, 1997.
         2.   Quarterly Report on Form 10-Q for the quarter ended June 30, 1997.
         3.   The description of the Company's Common Stock included in the
                 Registration Statement on Form 8-A filed April 3, 1986.

     All  documents  subsequently  filed  by the  Company  with  the  Commission
pursuant to Sections  13(a),  13(c),  14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective  amendment to this  Registration  Statement 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 a part hereof from the date
of filing of such documents.

Item 4. Description of Securities.

         Not Applicable.

Item 5.  Interests of Named Experts and Counsel.

     The validity of the Common Stock being  offered  hereby will be passed upon
for  the  Company  by  Doepken,   Keevican  &Weiss   Professional   Corporation,
Pittsburgh, Pennsylvania. Robert W. Smiley, who is of counsel to the law firm of
Doepken  Keevican & Weiss,  is also a Director  and  Secretary  of, and  General
Counsel to, the Company.

Item 6.  Indemnification of Directors and Officers

     In accordance with the Pennsylvania  Business Corporation Law (the "PBCL"),
the  Company's  By-Laws  provide  that a director  of the  Company  shall not be
personally  liable for monetary  damages for any action taken, or any failure to
take any  action,  unless the  director  has  breached  or failed to perform the
duties  required  under  Pennsylvania  law and the  breach or failure to perform
constitutes self-dealing, willful misconduct or recklessness.

     As permitted by PBCL,  the  Company's  By-Laws  provide that  directors and
officers  of  the  Company  are  indemnified  under  certain  circumstances  for
expenses,  judgments, fines or settlements incurred in connection with suits and
other  legal  proceedings.  The PBCL allows  indemnification  in cases where the
person "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  proceeding,  had no  reasonable  cause  to  believe  his  conduct  was
unlawful."

Item 7.  Exemption from Registration Claimed

         Not applicable.

Item 8.  Exhibits.

     4.1  Mylan  Laboratories Inc. 1997 Incentive Stock Option Plan (included as
          Annex A to Definitive  Proxy  Statement  filed with the  Commission on
          June 2, 1997).

                                        6

<PAGE>




     4.2 Amended and Restated Articles of Incorporation of the Company.

     4.3 Bylaws of the Company, as amended to date.

     5.1 Opinion of Doepken Keevican & Weiss Professional Corporation.

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

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

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

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

Item 9.  Undertakings.

The Registrant hereby undertakes:

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

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

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

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

     Provided,  however,  that paragraphs (1)(i) and (1)(ii) do not apply if the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs  is  contained  in periodic  reports  filed with or  furnished to the
Commission  by the  Registrant  pursuant  to section 13 or section  15(d) of the
Securities  Exchange  Act of 1934  that are  incorporated  by  reference  in the
registration statement.

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

     (3) That,  for purposes of determining  any liability  under the Securities
Act of 1933, each filing of the  Registrant's  annual report pursuant to section
13(a) or  section  15(d) of the  Securities  Exchange  Act of 1934  (and,  where
applicable,  each filing of an employee benefit plan's annual report pursuant to
section 15(d) of the Securities  Exchange Act of 1934) that is  incorporated  by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities  offered therein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof.

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


                                        7

<PAGE>



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


                                        8

<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 September 17,
1997.

                                                    Mylan Laboratories Inc.
                                                    (Registrant)

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


     Pursuant to the  requirements  of the Securities  Act of 1933,  each of the
members  of the  registrant's  Stock  Option  Committee  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 September
17, 1997.

                                             /s/ Laurence S. DeLynn
                                        Laurence S. DeLynn,
                                        Member of Stock Option Committee

                                            /s/ John C. Gaisford
                                        John C. Gaisford, M.D.,
                                        Member of Stock Option Committee


                                POWER OF ATTORNEY

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

                                        9

<PAGE>



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

    SIGNATURE                         TITLE                        DATE
-------------------------------------------------------------------------------
/s/ Milan Puskar            Chairman, Chief Executive       September 17, 1997
Milan Puskar                 and President

/s/ Dana G. Barnett         Executive Vice President        September 17, 1997
Dana G. Barnett              and Director

/s/ Laurence S. DeLynn      Director                        September 17, 1997
Laurence S. DeLynn

/s/ Robert W. Smiley        Secretary and Director          September 17, 1997
Robert W. Smiley

/s/ Patricia A. Sunseri     Vice President and Director     September 17, 1997
Patricia A. Sunseri

/s/ John C. Gaisford        Director                        September 17, 1997
John C. Gaisford, M.D.

/s/ C.B. Todd               Senior Vice President           September 17, 1997
C.B. Todd                    and Director

/s/ Frank A. DeGeorge       Director of Corporate Finance   September 17, 1997
Frank A. DeGeorge            as Chief Accounting Officer



                                       10

<PAGE>



                                   EXHIBIT 5.1


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




                               September 17, 1997




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

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

Ladies and Gentlemen:

     We have  acted as  counsel  for Mylan  Laboratories  Inc.,  a  Pennsylvania
corporation  (the  "Company"),  in  connection  with the  registration  with the
Securities  and  Exchange  Commission  (the "SEC") by the Company of  10,000,000
shares of the  Company's  common  stock (the  "Common  Stock")  pursuant  to the
Securities Act of 1933, as amended (the "Act").

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

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

         (b)      The  Registration  Statement  on Form S-8  (the  "Registration
                  Statement"),  including the Reoffer Prospectus which is a part
                  thereof (the  "Prospectus"),  relating to the Common Stock, as
                  filed with the SEC;

         (c)      The Mylan Laboratories Inc. 1997 Incentive Stock Option Plan 
                  (the "Plan"); and

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


                                       11

<PAGE>



Mylan Laboratories Inc.
September 17, 1997
Page 2


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

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

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

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

         Based upon and subject to the  foregoing,  we are pleased to advise you
that,  insofar as the laws of the  Commonwealth of  Pennsylvania  and the United
States of America are concerned, it is our opinion that the 10,000,000 shares of
Common Stock to be issued under the Plan and sold by the Company pursuant to the
Registration  Statement,  have been duly authorized and, when issued and sold as
contemplated by the Registration Statement and the Plan, will be validly issued,
fully paid and nonassessable.

         We hereby  consent to the  filing of this  opinion as an exhibit to the
Registration  Statement,  and  to  the  use of our  name  in the  Prospectus  in
connection with the matters referred to under the caption "Legal Matters."

                                            Very truly yours,

                                            /s/ Doepken Keevican & Weiss

                                            DOEPKEN KEEVICAN & WEISS
                                            PROFESSIONAL CORPORATION


                                                        12

<PAGE>



                                           EXHIBIT 23.2



INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in this  Registration  Statement of
Mylan  Laboratories  Inc.  on Form  S-8 of our  report  dated  April  30,  1997,
incorporated   by  reference  in  the  Annual  Report  on  Form  10-K  of  Mylan
Laboratories  Inc. for the year ended March 31, 1997, and to the reference to us
under  the  heading  "Experts"  in  the  Prospectus,   which  is  part  of  this
Registration Statement.




/s/ Deloitte & Touche LLP

Pittsburgh, Pennsylvania
September 16, 1997


<PAGE>




                                                EXHIBIT 23.3



INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in this  Registration  Statement of
Mylan Laboratories Inc. on Form S-8 of our report dated February 6, 1997, except
for Note 12, as to which the date is March 7, 1997, relating to the consolidated
financial  statements of Somerset  Pharmaceuticals,  Inc. and subsidiaries as of
December  31, 1996 and 1996 and for each of the three years in the period  ended
December  31,  1996,  appearing  in the  Annual  Report  on Form  10-K of  Mylan
Laboratories  Inc. for the year ended March 31, 1997 and to the  reference to us
under  the  heading  "Experts"  in  the  Prospectus,   which  is  part  of  this
Registration Statement.


/s/Deloitte & Touche LLP

Pittsburgh, Pennsylvania
September 16, 1997


<PAGE>
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 41330}]
{"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": "333-35887", "film-number": "97682267"}, "business-address": {"street1": "130 SEVENTH ST", "street2": "1030 CENTURY BLDG", "city": "PITTSBURGH", "state": "PA", "zip": "15222", "phone": "4122320100"}, "mail-address": {"street1": "1030 CENTURY BUILDING", "street2": "130 SEVENTH STREET", "city": "PITTSBURGH", "state": "PA", "zip": "15222"}, "former-company": {"former-conformed-name": "FRM CORP", "date-changed": "19711003"}}
Registration No. 33-_______________.
--------------------------------------------------------------------------------

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

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

                            Mylan Laboratories Inc.
           (Exact Name of Issuer as specified in its charter)
            Pennsylvania                            25-1211621
(State or other jurisdiction               (I.R.S. Employer Identification No.)
    of incorporation or organization)

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

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

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

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

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

                          CALCULATION OF REGISTRATION FEE
----------------|--------------|----------------|-----------------|------------
Title of        |Amount to be  |Proposed Maximum|Proposed Maximum |Amount of
Securities      |Registered (1)|Offering Price  |  Aggregate      |Registration
to be Registered|              | per Share (2)  |Offering Price(2)|Fee (2)
----------------|--------------|----------------|-----------------|------------
Common Stock       10,000,000        $21.89       $218,901,647.40   $75,483.33
$.01 par value

     (1) Plus any  additional  shares that may  hereafter  become  issuable as a
result of the adjustment and antidilution  provisions of the  Registrant's  1997
Incentive Stock Option Plan.

     (2)  Estimated  for the purpose of  calculating  the  registration  fee (i)
pursuant  to Rule  457(h)  on the  basis  of the  exercise  price  per  share of
outstanding  options for 802,000 shares at $16.6875 per share; and (ii) pursuant
to Rule 457(c) for the remaining  9,198,000 shares registered  hereunder,  being
the average  ($22.3438) of the high  ($22.6875) and low ($22.00)  prices for the
Registrant's Common Stock on the New York Stock Exchange on September 12, 1997.

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

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

Item 1.  Plan Information

     The  documents  containing  the  information  specified  in  Part I of this
Registration  Statement  will be sent or  given  to plan  participants  by Mylan
Laboratories  Inc.  (the  "Company")  as  specified  by  Rule  428(b)(1)  of the
Securities Act of 1933, as amended (the  "Securities  Act").  Such documents are
not required to be and are not filed with the Securities and Exchange Commission
(the  "Commission")  either  as  part  of this  Registration  Statement  or as a
prospectus or prospectus  supplement  pursuant to Rule 424. These  documents and
the documents  incorporated by reference in this Registration Statement pursuant
to Item 3 of Part II of this Form S-8, taken  together,  constitute a prospectus
that meets the requirements of Section 10(a) of the Securities Act.

     The  following  reoffer  prospectus  filed  as  part  of  the  Registration
Statement  has been prepared in accordance  with the  requirements  of Part I of
Form S-3 and,  pursuant to General  Instruction  C of Form S-8,  may be used for
reofferings  and resales of Common Stock to be acquired by  "affiliates"  of 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 Company's 1997 Incentive Stock Option Plan.

REOFFER PROSPECTUS

     This  Prospectus is being used in connection with the offering from time to
time by  participants  ("Eligible  Shareholders")  in the 1997  Incentive  Stock
Option  Plan  of  Mylan  Laboratories  Inc.,  a  Pennsylvania  corporation  (the
"Company"),  who may be deemed  "affiliates" of the Company,  as defined in Rule
405 under the  Securities  Act of 1933, as amended (the  "Securities  Act"),  of
shares of common  stock,  par value  $.01 per  share,  of the  Company  ("Common
Stock")  that may be  acquired by them upon the  exercise of options  granted to
them under the Company's 1997 Incentive Stock Option Plan ("Options").

     The  shares  of Common  Stock  may be sold from time to time to  purchasers
directly  by any of  the  Eligible  Shareholders.  Alternatively,  the  Eligible
Shareholders  may sell the  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 by such  dealers,  and in  connection  with such sales,
such  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 may act 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  that  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 are being borne by the Company,  but all brokerage
commissions and other expenses incurred by individual Eligible Shareholders will
be borne by each such Eligible Shareholder.  The Company will not be entitled to
any of the proceeds from such sales,  although the Company will, with respect to
the Company's  1997 Incentive  Stock Option Plan,  receive the exercise price in
cash upon the exercise of the Options.

     The Eligible  Shareholders and any dealer participating in the distribution
of any shares of Common Stock or any broker  executing  selling orders on behalf
of the  Eligible  Shareholders  may be deemed to be  "underwriters"  within  the
meaning of the  Securities  Act, in which event any profit on the sale of any or
all of the  shares  of Common  Stock by them and any  discounts  or  commissions
received  by any such  brokers  or  dealers  may be  deemed  to be  underwriting
discounts and commissions under the Securities Act.

     The Common Stock is traded on the New York Stock  Exchange under the symbol
"MYL".  On September 12, 1997, the closing price of the Common Stock as reported
on the New York Stock Exchange was $22.6875 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 September 17, 1997

                                        1
TABLE OF CONTENTS

                                      Page

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

                              AVAILABLE INFORMATION

     The Company has filed with the  Securities  and  Exchange  Commission  (the
"Commission"),  in  Washington,  D.C.,  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,  certain parts of which are omitted in accordance  with the Rules and
Regulations  of the  Commission.  Statements  made in the  Prospectus  as to the
contents  of any  contract,  agreement  or other  document  referred  to are not
necessarily  complete;  with respect to each such  contract,  agreement or other
document filed as an exhibit to the Registration Statement, reference is made to
the exhibit for a more complete  description  of the matter  involved,  and each
such statement shall be deemed qualified in its entirety by such reference.  The
Registration Statement, including exhibits and schedules filed therewith, may be
inspected at the Commission's Public Reference Section,  450 Fifth Street, N.W.,
Room 1024, Washington, D.C. 20549, and at the regional offices of the Commission
located at 7 World Trade Center,  13th Floor, New York, New York 10048 and Suite
1400, 500 West Madison Street, Chicago,  Illinois 60661. Copies of such material
may be obtained upon written  request from the Public  Reference  Section of the
Commission at the address set forth above upon payment of prescribed  fees.  The
Commission  also  maintains a Web site at  "http://www.sec.gov"  which  contains
reports,  proxy statements and other information regarding registrants that file
electronically with the Commission.

     The Company is subject to the informational  requirements of the Securities
Exchange Act of 1934 and in accordance therewith files reports, proxy statements
and other  information with the Commission.  Such reports,  proxy statements and
other  information  may be  inspected  at the  Public  Reference  Section of the
Commission or the Commission's regional offices at the addresses set forth above
or accessed through the  Commission's  Web site identified  above, and copies of
such  material may be obtained  upon written  request from the Public  Reference
Section of the Commission upon payment of prescribed fees.

     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., 20 Broad Street, New York, New
York 10005.

                                        2
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The following  documents filed with the Commission by the Company  pursuant
to the Exchange Act are incorporated by reference in this Prospectus:

         1.   Annual Report on Form 10-K for the year ended March 31, 1997.
         2.   Quarterly Report on Form 10-Q for the quarter ended June 30, 1997.
         3.   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 subsequent to the date of this Prospectus and prior to
the  termination  of the offering of the Common Stock  pursuant  hereto shall be
deemed to be  incorporated  by reference in this  Prospectus and to be a part of
this  Prospectus  from  the  date of  filing  of such  document.  Any  statement
contained  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 a 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 such  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 this  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) or  additional
information  about the Company's 1997 Incentive  Stock Option Plan are available
without charge by contacting: Patricia A. Sunseri, Vice President - Investor and
Public  Relations,  Mylan  Laboratories  Inc., 130 Seventh Street,  1030 Century
Building, Pittsburgh, Pennsylvania 15222, telephone (412) 232-0100.

                                   THE COMPANY

     The  Company,  directly  and  through  subsidiaries,   is  engaged  in  the
development, licensing, manufacturing, marketing and distribution of generic and
proprietary  pharmaceutical  and wound care  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 (412)
232- 0100.

                                 USE OF PROCEEDS

     The Company will not receive any proceeds from the sale of the Common Stock
offered hereby by the Eligible Shareholders.  However, if the holders of Options
exercise  such  Options  in order  to sell  the  underlying  shares  (which  are
registered hereby), the Company will receive the amount of the exercise price of
any Options so exercised.  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."

                                        3
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  participants  in the
Company's 1997 Incentive Stock Option Plan who may be deemed "affiliates" of the
Company,  as defined in Rule 405 under the  Securities  Act, who are eligible to
sell shares,  whether or not they have a present  intention of doing so. 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
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 Company's 1997 Incentive
Stock Option 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.
Shares             Shares
                                                             Beneficially Owned      Eligible
    Name                           Position                 Prior to Offering(1)    to be Sold(2)
----------------            -----------------------------    -------------------- ----------------
Milan Puskar                Chairman, Chief Executive               2,500,000        50,000
                            Officer, President and Director
Dana G. Barnett             Executive Vice President and              267,571        40,000
                            Director
C.B. Todd                   Senior Vice President and                 567,316        40,000
                            Director
Roderick P. Jackson         Senior Vice President                     247,250        40,000
Louis J. DeBone             Vice President                            135,000        30,000
Patricia A. Sunseri         Vice President and Director               478,750        30,000
John P. O'Donnell           Vice President-Research and               161,300        30,000
                            Quality Control
Roger L. Foster             Vice President and General                 69,800        30,000
                            Counsel
Frank A. DeGeorge           Director of Corporate Finance              57,350        10,000
                            and Chief Accounting Officer
----------------------

     (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)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 hereby).  However, if all of the shares eligible to be sold
are  sold  in  this  offering,  then,  following  the  offering,  each  Eligible
Shareholder  would be deemed to own the  number  of shares  shown in the  column
titled "Shares  Beneficially  Owned Prior to the Offering" less the number shown
in the column titled "Shares  Eligible to be Sold." In each such  instance,  the
percentage of ownership of the 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%.

                                        4
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 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,  and in  connection  with such sales,  such
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 may act 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 are being borne by the Company,  but all brokerage
commissions and other expenses incurred by individual Eligible Shareholders will
be borne by each such Eligible Shareholder.  The Company will not be entitled to
any of the proceeds from such sales,  although the Company will, with respect to
the Stock Option Plan,  receive the exercise  price in cash upon the exercise of
the Options.

     The Eligible  Shareholders and any dealer participating in the distribution
of any of the shares of Common Stock or any broker  executing  selling orders on
behalf of the Eligible  Shareholders may be deemed to be  "underwriters"  within
the meaning of the Securities  Act, in which event any profit on the sale of any
or all of the shares of Common Stock by them and any  discounts  or  commissions
received  by any such  brokers  or  dealers  may be  deemed  to be  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 and if so deemed 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  Doepken,   Keevican  &Weiss   Professional   Corporation,
Pittsburgh, Pennsylvania.

                                     EXPERTS

     The consolidated  financial  statements of the Company as of March 31, 1997
and 1996 and for each of the three  years in the  period  ended  March 31,  1997
incorporated in this Prospectus by reference from the Company's Annual Report on
Form 10-K for the year ended  March 31,  1997,  have been  audited by Deloitte &
Touche  LLP,  independent   auditors,  as  stated  in  their  report,  which  is
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.

     The consolidated financial statements of Somerset Pharmaceuticals,  Inc. as
of  December  31,  1996 and 1995 and for each of the three  years in the  period
ended December 31, 1996  incorporated  in this  Prospectus by reference from the
Annual Report on Form 10-K of Mylan  Laboratories  Inc. for the year ended March
31, 1997 have been audited by Deloitte & Touche LLP,  independent  auditors,  as
stated in their report, which is incorporated herein by

                                        5
reference, and has been so incorporated in reliance upon the report of such firm
given upon their authority as experts in accounting and auditing.

PART II.          INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The following  documents filed with the Commission by the Company  pursuant
to the Exchange Act are incorporated by reference in this Prospectus:

         1.   Annual Report on Form 10-K for the year ended March 31, 1997.
         2.   Quarterly Report on Form 10-Q for the quarter ended June 30, 1997.
         3.   The description of the Company's Common Stock included in the
                 Registration Statement on Form 8-A filed April 3, 1986.

     All  documents  subsequently  filed  by the  Company  with  the  Commission
pursuant to Sections  13(a),  13(c),  14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective  amendment to this  Registration  Statement 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 a part hereof from the date
of filing of such documents.

Item 4. Description of Securities.

         Not Applicable.

Item 5.  Interests of Named Experts and Counsel.

     The validity of the Common Stock being  offered  hereby will be passed upon
for  the  Company  by  Doepken,   Keevican  &Weiss   Professional   Corporation,
Pittsburgh, Pennsylvania. Robert W. Smiley, who is of counsel to the law firm of
Doepken  Keevican & Weiss,  is also a Director  and  Secretary  of, and  General
Counsel to, the Company.

Item 6.  Indemnification of Directors and Officers

     In accordance with the Pennsylvania  Business Corporation Law (the "PBCL"),
the  Company's  By-Laws  provide  that a director  of the  Company  shall not be
personally  liable for monetary  damages for any action taken, or any failure to
take any  action,  unless the  director  has  breached  or failed to perform the
duties  required  under  Pennsylvania  law and the  breach or failure to perform
constitutes self-dealing, willful misconduct or recklessness.

     As permitted by PBCL,  the  Company's  By-Laws  provide that  directors and
officers  of  the  Company  are  indemnified  under  certain  circumstances  for
expenses,  judgments, fines or settlements incurred in connection with suits and
other  legal  proceedings.  The PBCL allows  indemnification  in cases where the
person "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  proceeding,  had no  reasonable  cause  to  believe  his  conduct  was
unlawful."

Item 7.  Exemption from Registration Claimed

         Not applicable.

Item 8.  Exhibits.

     4.1  Mylan  Laboratories Inc. 1997 Incentive Stock Option Plan (included as
          Annex A to Definitive  Proxy  Statement  filed with the  Commission on
          June 2, 1997).

                                        6
4.2 Amended and Restated Articles of Incorporation of the Company.

     4.3 Bylaws of the Company, as amended to date.

     5.1 Opinion of Doepken Keevican & Weiss Professional Corporation.

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

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

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

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

Item 9.  Undertakings.

The Registrant hereby undertakes:

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

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

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

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

     Provided,  however,  that paragraphs (1)(i) and (1)(ii) do not apply if the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs  is  contained  in periodic  reports  filed with or  furnished to the
Commission  by the  Registrant  pursuant  to section 13 or section  15(d) of the
Securities  Exchange  Act of 1934  that are  incorporated  by  reference  in the
registration statement.

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

     (3) That,  for purposes of determining  any liability  under the Securities
Act of 1933, each filing of the  Registrant's  annual report pursuant to section
13(a) or  section  15(d) of the  Securities  Exchange  Act of 1934  (and,  where
applicable,  each filing of an employee benefit plan's annual report pursuant to
section 15(d) of the Securities  Exchange Act of 1934) that is  incorporated  by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities  offered therein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof.

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

                                        7
(5)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the Registrant  pursuant to the foregoing  provisions,  or otherwise,
the  Registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the Act and is,  therefore,  unenforceable.  In the  event  that a claim  for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
Registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the Registrant of expenses incurred or paid by a director,  officer or
controlling  person of the Registrant in the  successful  defense of any action,
suit or proceeding) is asserted by such director,  officer or controlling person
in connection with the securities being registered,  the Registrant will, unless
in the  opinion  of its  counsel  the matter  has been  settled  by  controlling
precedent,  submit to a court of appropriate  jurisdiction  the question whether
such  indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

                                        8
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 September 17,
1997.

                                                    Mylan Laboratories Inc.
                                                    (Registrant)

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

     Pursuant to the  requirements  of the Securities  Act of 1933,  each of the
members  of the  registrant's  Stock  Option  Committee  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 September
17, 1997.

                                             /s/ Laurence S. DeLynn
                                        Laurence S. DeLynn,
                                        Member of Stock Option Committee

                                            /s/ John C. Gaisford
                                        John C. Gaisford, M.D.,
                                        Member of Stock Option Committee

                                POWER OF ATTORNEY

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

                                        9
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       September 17, 1997
Milan Puskar                 and President

/s/ Dana G. Barnett         Executive Vice President        September 17, 1997
Dana G. Barnett              and Director

/s/ Laurence S. DeLynn      Director                        September 17, 1997
Laurence S. DeLynn

/s/ Robert W. Smiley        Secretary and Director          September 17, 1997
Robert W. Smiley

/s/ Patricia A. Sunseri     Vice President and Director     September 17, 1997
Patricia A. Sunseri

/s/ John C. Gaisford        Director                        September 17, 1997
John C. Gaisford, M.D.

/s/ C.B. Todd               Senior Vice President           September 17, 1997
C.B. Todd                    and Director

/s/ Frank A. DeGeorge       Director of Corporate Finance   September 17, 1997
Frank A. DeGeorge            as Chief Accounting Officer

                                       10
EXHIBIT 5.1

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

                               September 17, 1997

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

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

Ladies and Gentlemen:

     We have  acted as  counsel  for Mylan  Laboratories  Inc.,  a  Pennsylvania
corporation  (the  "Company"),  in  connection  with the  registration  with the
Securities  and  Exchange  Commission  (the "SEC") by the Company of  10,000,000
shares of the  Company's  common  stock (the  "Common  Stock")  pursuant  to the
Securities Act of 1933, as amended (the "Act").

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

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

         (b)      The  Registration  Statement  on Form S-8  (the  "Registration
                  Statement"),  including the Reoffer Prospectus which is a part
                  thereof (the  "Prospectus"),  relating to the Common Stock, as
                  filed with the SEC;

         (c)      The Mylan Laboratories Inc. 1997 Incentive Stock Option Plan 
                  (the "Plan"); and

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

                                       11
Mylan Laboratories Inc.
September 17, 1997
Page 2

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

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

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

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

         Based upon and subject to the  foregoing,  we are pleased to advise you
that,  insofar as the laws of the  Commonwealth of  Pennsylvania  and the United
States of America are concerned, it is our opinion that the 10,000,000 shares of
Common Stock to be issued under the Plan and sold by the Company pursuant to the
Registration  Statement,  have been duly authorized and, when issued and sold as
contemplated by the Registration Statement and the Plan, will be validly issued,
fully paid and nonassessable.

         We hereby  consent to the  filing of this  opinion as an exhibit to the
Registration  Statement,  and  to  the  use of our  name  in the  Prospectus  in
connection with the matters referred to under the caption "Legal Matters."

                                            Very truly yours,

                                            /s/ Doepken Keevican & Weiss

                                            DOEPKEN KEEVICAN & WEISS
                                            PROFESSIONAL CORPORATION

                                                        12
EXHIBIT 23.2

INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in this  Registration  Statement of
Mylan  Laboratories  Inc.  on Form  S-8 of our  report  dated  April  30,  1997,
incorporated   by  reference  in  the  Annual  Report  on  Form  10-K  of  Mylan
Laboratories  Inc. for the year ended March 31, 1997, and to the reference to us
under  the  heading  "Experts"  in  the  Prospectus,   which  is  part  of  this
Registration Statement.

/s/ Deloitte & Touche LLP

Pittsburgh, Pennsylvania
September 16, 1997
EXHIBIT 23.3

INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in this  Registration  Statement of
Mylan Laboratories Inc. on Form S-8 of our report dated February 6, 1997, except
for Note 12, as to which the date is March 7, 1997, relating to the consolidated
financial  statements of Somerset  Pharmaceuticals,  Inc. and subsidiaries as of
December  31, 1996 and 1996 and for each of the three years in the period  ended
December  31,  1996,  appearing  in the  Annual  Report  on Form  10-K of  Mylan
Laboratories  Inc. for the year ended March 31, 1997 and to the  reference to us
under  the  heading  "Experts"  in  the  Prospectus,   which  is  part  of  this
Registration Statement.

/s/Deloitte & Touche LLP

Pittsburgh, Pennsylvania
September 16, 1997