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

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

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

                           FOREST LABORATORIES, INC.
                           -------------------------
               (Exact Name of Issuer as specified in its Charter)

          Delaware                                     11-1798614
(State of other jurisdiction of                   (I.R.S. Employer
incorporation or organization)                    Identification No.)

              150 East 58th Street, New York, New York 10155-0015
                    (Address of Principal Executive Offices)

                                                         
                     -------------------------------------
                    
                        1994 EMPLOYEE STOCK OPTION PLAN

                     --------------------------------------                   
                            (Full title of the Plan)

                               KENNETH E. GOODMAN
                           Forest Laboratories, Inc.
                              150 East 58th Street
                         New York, New York 10155-0015
                    (Name and Address for Agent for Service)

          Telephone Number, including area code, of agent for service:
                                 (212) 421-7850

<TABLE>
                        Calculation of Registration Fee
<CAPTION>
 
 Title of                                  Proposed
 Securities    Amount   Proposed Maximum    Maximum         Amount of
   to be       to be     Offering Price     Aggregate     Registration
 Registered  Registered    Per Share*    Offering Price*       Fee    
- -----------  ---------  ---------------  ---------------  ------------
<S>          <C>        <C>              <C>              <C> 

Common Stock  2,500,000    $47.25          $118,125,000    $40,732.76
              Shares

<FN>                       
- ------------------------------
*    Estimated solely for the purpose of calculating the registration
     fee, based on the closing price of the Company's Common Stock on
     the American Stock Exchange on October 24, 1994.

</TABLE>
PAGE
<PAGE>
     


          This Registration Statement (the "Registration Statement") on
Form S-8 of Forest Laboratories, Inc. (the "Company") is being filed in
accordance with General Instruction E to Form S-8 for the purpose of
registering the Company's common stock, par value $.10 per share,
issuable under its 1994 Employee Stock Option Plan (the "1994 Plan").
The contents of the Company's Registration Statement on Form S-8,
registration no. 33-7633, filed on November 30, 1990, to which the
Registration Statement relates, are incorporated herein by reference.














                                II - 1    
PAGE
<PAGE>

Item 8.   Exhibits.

Exhibit No.    Exhibit
- -----------    -------
4.1*           Relevant portion of the Company's Certificate of
               Incorporation, as amended, defining the rights of
               holders of the Company's Common Stock.

5.1            Opinion of Dornbush Mensch Mandelstam & Schaeffer as to
               the legality of the Securities issued under the 1994
               Plan, including consent of such counsel.

24.1           Consent of BDO Seidman, independent certified public
               accountants to the Company.

28.1*          The 1982 Plan, as originally approved by stockholders on
               July 26, 1982.

28.2*          The 1985 Plan, as originally approved by stockholders on
               August 12, 1985.

28.3*          1986 Amendment to the 1982 and 1985 Plans, approved by
               the Board as of November 1, 1986.

28.4*          The 1988 Plan, approved by stockholders on August 15,
               1988.

28.5*          The 1990 Plan, approved by stockholders on August 13,
               1990.

28.6           The 1994 Plan, approved by stockholders on August 15,
               1994. Incorporated by reference to Exhibit A to the
               Company's Proxy Statement relating to its 1994 Annual
               Meeting of Stockholders.

__________________________
[FN]
*  Previously filed as an exhibit to the Company's Registration Statement on
Form S-8, Registration No. 33-7633, filed on November 30, 1990.


                               II - 2        
PAGE
<PAGE>
                                 SIGNATURES


          Pursuant to the requirements of the Securities Act of 1933,
the Company certified 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 New York and
State of New York, on the 28th day of October, 1994.

                                        FOREST LABORATORIES, INC.


                                   By:  s/ Howard Solomon
                                        --------------------------------      
                                        Howard Solomon,
                                        President, Chief Executive
                                             Officer and Director
                      
                           POWER OF ATTORNEY

          KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Howard Solomon and 
Kenneth E. Goodman, and each of them, 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 and all amendments (including post-effective amendments) to 
this registration statement and all documents relating thereto, 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 and about the premises, as fully
to all intents and purposes as each might or could do in person, hereby 
ratifying and confirming all that said attorneys-in-fact and agents or
any of them or their substitutes may lawfully do or cause to be done by
virtue hereof.


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



PRINCIPAL EXECUTIVE
OFFICER:


s/ Howard Solomon        President, Chief     October 28, 1994
- ----------------------     Executive Officer
Howard Solomon             and Director             
                           

PRINCIPAL FINANCIAL AND
ACCOUNTING OFFICER:


s/ Kenneth E. Goodman    Vice President       October 28, 1994
- -----------------------
Kenneth E. Goodman


DIRECTORS:


          *                                   October 28, 1994
- -----------------------
George S. Cohan, Director


          *                                   October 28, 1994
- ----------------------
William J. Candee, Director



                               II - 3
<PAGE>


          *                                   October 28, 1994
- ----------------------
Dan L. Goldwasser, Director



          *                                   October 28, 1994
- ----------------------
Joseph M. Schor, Director
and Vice President -
Scientific Affairs



*By: s/ Kenneth E. Goodman
- ----------------------
     Kenneth E. Goodman,
     Attorney-in-Fact

                              II - 4                
PAGE
<PAGE>
                                                        EXHIBIT 5.1
                  DORNBUSH MENSCH MANDELSTAM & SCHAEFFER       ------------ 
                             747 Third Avenue
                         New York, New York, 10017

                                        October 28, 1994

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549

               Re:  Forest Laboratories, Inc.
                    Registration Statement on Form S-8
                    ----------------------------------                    
Gentlemen:

     We have been requested by Forest Laboratories, Inc., a Delaware
corporation (the "Company"), to furnish you with our opinion as to the
matters hereinafter set forth in connection with the above-captioned
registration statement (the "Registration Statement") covering an
aggregate of 2,500,000 shares of the Company's common stock, par value
$.10 per share (the "Common Stock"), offered on behalf of the Company
(the "Shares") in connection with the 1994 Employee Stock Option Plan.

     In connection with this opinion, we have examined the Registration
Statement and the Company's Certificate of Incorporation and By-laws,
as amended to date, the 1994 Employee Stock Option Plan, copies of the
records of corporate proceedings of the Company, and such other
documents as we have deemed necessary to enable us to render the
opinion hereinafter expressed.

     Based upon and subject to the foregoing, we are of the opinion
that the Shares, when sold in the manner described in the Registration
Statement, will be legally issued, fully paid and non-assessable.

     We render no opinion as to the laws of any jurisdiction other than
the internal laws of the State of New York and the internal corporate
law of the State of Delaware.

     We hereby consent to the use of this opinion as an exhibit to the
Registration Statement and to the reference to our name under the
caption "Legal Opinions" in the prospectus included in the Registration
Statement.

                                        Very truly yours,

                              s/ Dornbush Mensch Mandelstam & Schaeffer
                                 DORNBUSH MENSCH MANDELSTAM & SCHAEFFER

<PAGE>
             CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
             --------------------------------------------------- 


Forest Laboratories, Inc.
New York, New York



We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of Forest Laboratories, Inc.
relating to shares of common stock offered pursuant to its various
employee stock option plans, of our reports dated May 2, 1994, on the
consolidated financial statements and schedules of Forest Laboratories,
Inc. Annual Report on Form 10-K for the year ended March 31, 1994.



                                              BDO Seidman



New York, New York
October 28, 1994
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 10921}]
{"company-data": {"conformed-name": "FOREST LABORATORIES INC", "cik": "0000038074", "assigned-sic": "2834", "irs-number": "111798614", "state-of-incorporation": "DE", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-56221", "film-number": "94555718"}, "business-address": {"street1": "150 E 58TH ST", "city": "NEW YORK", "state": "NY", "zip": "10155-0015", "phone": "2124217850"}, "mail-address": {"street1": "150 E 58TH STREET", "city": "NEW YORK", "state": "NY", "zip": "10155-0015"}}
SECURITIES AND EXCHANGE COMMISSION
                       ----------------------------------
                             Washington, D.C. 20549

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

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

                           FOREST LABORATORIES, INC.
                           -------------------------
               (Exact Name of Issuer as specified in its Charter)

          Delaware                                     11-1798614
(State of other jurisdiction of                   (I.R.S. Employer
incorporation or organization)                    Identification No.)

              150 East 58th Street, New York, New York 10155-0015
                    (Address of Principal Executive Offices)

                                                         
                     -------------------------------------
                    
                        1994 EMPLOYEE STOCK OPTION PLAN

                     --------------------------------------                   
                            (Full title of the Plan)

                               KENNETH E. GOODMAN
                           Forest Laboratories, Inc.
                              150 East 58th Street
                         New York, New York 10155-0015
                    (Name and Address for Agent for Service)

          Telephone Number, including area code, of agent for service:
                                 (212) 421-7850

                        Calculation of Registration Fee
Title of                                  Proposed
 Securities    Amount   Proposed Maximum    Maximum         Amount of
   to be       to be     Offering Price     Aggregate     Registration
 Registered  Registered    Per Share*    Offering Price*       Fee    
- -----------  ---------  ---------------  ---------------  ------------
Common Stock  2,500,000    $47.25          $118,125,000    $40,732.76
              Shares
- ------------------------------
*    Estimated solely for the purpose of calculating the registration
     fee, based on the closing price of the Company's Common Stock on
     the American Stock Exchange on October 24, 1994.
PAGE
This Registration Statement (the "Registration Statement") on
Form S-8 of Forest Laboratories, Inc. (the "Company") is being filed in
accordance with General Instruction E to Form S-8 for the purpose of
registering the Company's common stock, par value $.10 per share,
issuable under its 1994 Employee Stock Option Plan (the "1994 Plan").
The contents of the Company's Registration Statement on Form S-8,
registration no. 33-7633, filed on November 30, 1990, to which the
Registration Statement relates, are incorporated herein by reference.

                                II - 1    
PAGE
Item 8.   Exhibits.

Exhibit No.    Exhibit
- -----------    -------
4.1*           Relevant portion of the Company's Certificate of
               Incorporation, as amended, defining the rights of
               holders of the Company's Common Stock.

5.1            Opinion of Dornbush Mensch Mandelstam & Schaeffer as to
               the legality of the Securities issued under the 1994
               Plan, including consent of such counsel.

24.1           Consent of BDO Seidman, independent certified public
               accountants to the Company.

28.1*          The 1982 Plan, as originally approved by stockholders on
               July 26, 1982.

28.2*          The 1985 Plan, as originally approved by stockholders on
               August 12, 1985.

28.3*          1986 Amendment to the 1982 and 1985 Plans, approved by
               the Board as of November 1, 1986.

28.4*          The 1988 Plan, approved by stockholders on August 15,
               1988.

28.5*          The 1990 Plan, approved by stockholders on August 13,
               1990.

28.6           The 1994 Plan, approved by stockholders on August 15,
               1994. Incorporated by reference to Exhibit A to the
               Company's Proxy Statement relating to its 1994 Annual
               Meeting of Stockholders.

__________________________
[FN]
*  Previously filed as an exhibit to the Company's Registration Statement on
Form S-8, Registration No. 33-7633, filed on November 30, 1990.

                               II - 2        
PAGE
SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933,
the Company certified 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 New York and
State of New York, on the 28th day of October, 1994.

                                        FOREST LABORATORIES, INC.

                                   By:  s/ Howard Solomon
                                        --------------------------------      
                                        Howard Solomon,
                                        President, Chief Executive
                                             Officer and Director
                      
                           POWER OF ATTORNEY

          KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Howard Solomon and 
Kenneth E. Goodman, and each of them, 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 and all amendments (including post-effective amendments) to 
this registration statement and all documents relating thereto, 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 and about the premises, as fully
to all intents and purposes as each might or could do in person, hereby 
ratifying and confirming all that said attorneys-in-fact and agents or
any of them or their substitutes may lawfully do or cause to be done by
virtue hereof.

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

PRINCIPAL EXECUTIVE
OFFICER:

s/ Howard Solomon        President, Chief     October 28, 1994
- ----------------------     Executive Officer
Howard Solomon             and Director             
                           

PRINCIPAL FINANCIAL AND
ACCOUNTING OFFICER:

s/ Kenneth E. Goodman    Vice President       October 28, 1994
- -----------------------
Kenneth E. Goodman

DIRECTORS:

          *                                   October 28, 1994
- -----------------------
George S. Cohan, Director

          *                                   October 28, 1994
- ----------------------
William J. Candee, Director

                               II - 3
*                                   October 28, 1994
- ----------------------
Dan L. Goldwasser, Director

          *                                   October 28, 1994
- ----------------------
Joseph M. Schor, Director
and Vice President -
Scientific Affairs

*By: s/ Kenneth E. Goodman
- ----------------------
     Kenneth E. Goodman,
     Attorney-in-Fact

                              II - 4                
PAGE
EXHIBIT 5.1
                  DORNBUSH MENSCH MANDELSTAM & SCHAEFFER       ------------ 
                             747 Third Avenue
                         New York, New York, 10017

                                        October 28, 1994

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549

               Re:  Forest Laboratories, Inc.
                    Registration Statement on Form S-8
                    ----------------------------------                    
Gentlemen:

     We have been requested by Forest Laboratories, Inc., a Delaware
corporation (the "Company"), to furnish you with our opinion as to the
matters hereinafter set forth in connection with the above-captioned
registration statement (the "Registration Statement") covering an
aggregate of 2,500,000 shares of the Company's common stock, par value
$.10 per share (the "Common Stock"), offered on behalf of the Company
(the "Shares") in connection with the 1994 Employee Stock Option Plan.

     In connection with this opinion, we have examined the Registration
Statement and the Company's Certificate of Incorporation and By-laws,
as amended to date, the 1994 Employee Stock Option Plan, copies of the
records of corporate proceedings of the Company, and such other
documents as we have deemed necessary to enable us to render the
opinion hereinafter expressed.

     Based upon and subject to the foregoing, we are of the opinion
that the Shares, when sold in the manner described in the Registration
Statement, will be legally issued, fully paid and non-assessable.

     We render no opinion as to the laws of any jurisdiction other than
the internal laws of the State of New York and the internal corporate
law of the State of Delaware.

     We hereby consent to the use of this opinion as an exhibit to the
Registration Statement and to the reference to our name under the
caption "Legal Opinions" in the prospectus included in the Registration
Statement.

                                        Very truly yours,

                              s/ Dornbush Mensch Mandelstam & Schaeffer
                                 DORNBUSH MENSCH MANDELSTAM & SCHAEFFER
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
             --------------------------------------------------- 

Forest Laboratories, Inc.
New York, New York

We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of Forest Laboratories, Inc.
relating to shares of common stock offered pursuant to its various
employee stock option plans, of our reports dated May 2, 1994, on the
consolidated financial statements and schedules of Forest Laboratories,
Inc. Annual Report on Form 10-K for the year ended March 31, 1994.

                                              BDO Seidman

New York, New York
October 28, 1994