AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 26, 2003
                                                  REGISTRATION NO. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                              ---------------------
                                    FORM S-8

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


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

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

           6 HOLLYWOOD COURT
         SOUTH PLAINFIELD, NJ                                       07080
----------------------------------------                         ----------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                         (ZIP CODE)

                            2003 STOCK INCENTIVE PLAN
                            (FULL TITLE OF THE PLAN)

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

                              DHANANJAY G. WADEKAR
                                6 Hollywood Court
                           South Plainfield, NJ 07080
                                 (908) 754-2253
            ---------------------------------------------------------
            (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
                   INCLUDING AREA CODE, OF AGENT FOR SERVICE)

                        COPIES OF ALL COMMUNICATIONS TO:

                            GERARD P. O'CONNOR, ESQ.
                                 FOLEY HOAG LLP
                              155 Seaport Boulevard
                           Boston, Massachusetts 02210
                                 (617) 832-1000

                         CALCULATION OF REGISTRATION FEE
<TABLE><CAPTION>
=========================================================================================================
                                                                       PROPOSED MAXIMUM      AMOUNT OF
TITLE OF SECURITIES      AMOUNT TO BE          PROPOSED MAXIMUM       AGGREGATE OFFERING   REGISTRATION
TO BE REGISTERED          REGISTERED       OFFERING PRICE PER SHARE         PRICE               FEE
===================   ==================   ========================   ==================   ==============
<S>                   <C>                  <C>                        <C>                  <C>
Common Stock
($.01 par value)      600,000 shares (1)         $23.685 (2)              $14,211,000       $1,149.67 (2)
=========================================================================================================
</TABLE>
(1)  Represents shares of common stock issuable upon exercise of stock options
     available for grant under Able Laboratories, Inc. 2003 Stock Incentive
     Plan.
(2)  Calculated pursuant to Rule 457(c) and (h)(1) under the Securities Act of
     1933 based on the average of the high and low sale prices of the Common
     Stock as reported on the Nasdaq National Market on August 22, 2003.
<PAGE>
                                     PART I

The document(s) containing the information specified in Part I of Form S-8 will
be sent or given to participating employees and directors as specified by Rule
428(b)(1) of the Securities Act of 1933, as amended (the "Securities Act").
These documents and the documents incorporated by reference into this
Registration Statement pursuant to Item 3 of Part II of this Registration
Statement, taken together, constitute a prospectus that meets the requirements
of Section 10(a) of the Securities Act.



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

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

         o   Our Annual Report on Form 10-K for the year ended December 31, 2002
             (as filed on March 25, 2003);

         o   Our Quarterly Report on Form 10-Q for the quarter ended March 31,
             2003 (as filed on May 14, 2003);

         o   Our Quarterly Report on Form 10-Q for the quarter ended June 30,
             2003 (as filed on August 14, 2003);

         o   Current Reports on Form 8-K filed with the Securities and Exchange
             Commission on January 17, 2003, February 25, 2003, April 15, 2003,
             May 6, 2003, June 18, 2003, June 30, 2003 and July 28, 2003;

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

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

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


ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.


ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         The validity of the securities registered hereby is being passed upon
for Able Laboratories, Inc. by Foley Hoag LLP, Boston, Massachusetts. Each of
David A. Broadwin and Gerard P. O'Connor, partners of the firm, is an assistant
secretary of Able Laboratories, Inc.
<PAGE>
ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

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

              "(a) A corporation shall have power to indemnify any person who
              was or is a party or is threatened to be made a party to any
              threatened, pending or completed action, suit or proceeding,
              whether civil, criminal, administrative or investigative (other
              than an action by or in the right of the corporation) by reason of
              the fact that such person is or was a director, officer, employee
              or agent of the corporation, or is or was serving at the request
              of the corporation as a director, officer, employee or agent of
              another corporation, partnership, joint venture, trust or other
              enterprise, against expenses (including attorneys' fees),
              judgments, fines and amounts paid in settlement actually and
              reasonably incurred by such person in connection with such action,
              suit or proceeding if such person acted in good faith and in a
              manner such person reasonably believed to be in or not opposed to
              the best interests of the corporation, and, with respect to any
              criminal action or proceeding, had no reasonable cause to believe
              such person's conduct was unlawful. The termination of any action,
              suit or proceeding by judgment, order, settlement, conviction, or
              upon a plea of nolo contendere or its equivalent, shall not, of
              itself, create a presumption that the person did not act in good
              faith and in a manner which such person reasonably believed to be
              in or not opposed to the best interests of the corporation, and,
              with respect to any criminal action or proceeding, had reasonable
              cause to believe that such person's conduct was unlawful.

              (b) A corporation shall have power to indemnify any person who was
              or is a party or is threatened to be made a party to any
              threatened, pending or completed action or suit by or in the right
              of the corporation to procure a judgment in its favor by reason of
              the fact that such person is or was a director, officer, employee
              or agent of the corporation, or is or was serving at the request
              of the corporation as a director, officer, employee or agent of
              another corporation, partnership, joint venture, trust or other
              enterprise against expenses (including attorneys' fees) actually
              and reasonably incurred by such person in connection with the
              defense or settlement of such action or suit if such person acted
              in good faith and in a manner such person reasonably believed to
              be in or not opposed to the best interests of the corporation and
              except that no indemnification shall be made in respect of any
              claim, issue or matter as to which such person shall have been
              adjudged to be liable to the corporation unless and only to the
              extent that the Court of Chancery or the court in which such
              action or suit was brought shall determine upon application that,
              despite the adjudication of liability but in view of all the
              circumstances of the case, such person is fairly and reasonably
              entitled to indemnity for such expenses which the Court of
              Chancery or such other court shall deem proper.

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

              (d) Any indemnification under subsections (a) and (b) of this
              section (unless ordered by a court) shall be made by the
              corporation only as authorized in the specific case upon a
              determination that indemnification of the present or former
              director, officer, employee or agent is proper in the
              circumstances because he has met the applicable standard of
              conduct set forth in subsections (a) and (b) of this section. Such
              determination shall be made, with respect to a person who is a
              director or officer at the time of such determination, (1) by a
              majority vote of the directors who are not parties to such action,
              suit or proceeding, even though less than a quorum, or (2) by a
              committee of such directors designated by majority vote of such
              directors, even though less than a quorum, or (3) if there are no
              such directors, or if such directors so direct, by independent
              legal counsel in a written opinion, or (4) by the stockholders.

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

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

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

              (h) For purposes of this section, references to "the corporation"
              shall include, in addition to the resulting corporation, any
              constituent corporation (including any constituent of a
              constituent) absorbed in a consolidation or merger which, if its
              separate existence had continued, would have had power and
              authority to indemnify its directors, officers, and employees or
              agents so that any person who was a director, officer, employee or
              agent of such constituent corporation, or is or was serving at the
              request of such constituent corporation as a director, officer,
              employee or agent of another corporation, partnership, joint
              venture, trust or other enterprise, shall stand in the same
              position under the provisions of this Section with respect to the
              resulting or surviving corporation as such person would have with
              respect to such constituent corporation if its separate existence
              had continued.

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

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

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

         (B)  Article 7 of the Company's Restated Certificate of Incorporation
contains the following provision relating to the indemnification of directors
and officers:

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

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


ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.


ITEM 8.  EXHIBITS.

         4.1  Specimen certificate for common stock (filed as Exhibit 4a to
              Registrant's Registration Statement on Form S-18, No. 33-31836-B,
              and incorporated by reference).

         4.2  2003 Stock Incentive Plan (included as Appendix B to Registrant's
              Proxy Statement filed with the Commission on April 28, 2003)

         5.1  Opinion of Foley Hoag LLP.

         23.1 Consent of Wolf & Company, P.C.

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

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


ITEM 9.  UNDERTAKINGS.

         1.   The undersigned registrant hereby undertakes:

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

                   (i)   To include any 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 the 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 the registration statement. Notwithstanding
                         the foregoing, any increase or decrease in volume of
                         securities offered (if the total dollar value of
                         securities offered would not exceed that which was
                         registered) and any deviation from the low or high end
                         of the estimated maximum offering range may be
                         reflected in the form of prospectus filed with the
                         Commission pursuant to Rule 424(b) if, in the
                         aggregate, the changes in volume and price represent no
                         more than 20 percent change in the maximum aggregate
                         offering price set forth in the "Calculation of
                         Registration Fee" table in the effective registration
                         statement; and

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

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

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

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

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

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

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, on this 26th day of August, 2003.

                                       ABLE LABORATORIES, INC.

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


                                POWER OF ATTORNEY

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

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities as of August 26, 2003.

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

/s/ Dhananjay G. Wadekar     August 26, 2003     Chairman of the Board, Chief
-------------------------                        Executive Officer, President
    Dhananjay G. Wadekar                         and Treasurer
                                                 (PRINCIPAL EXECUTIVE OFFICER)

/s/ Robert Weinstein         August 26, 2003     Chief Financial Officer
-------------------------                        (PRINCIPAL FINANCIAL
    Robert Weinstein                             AND ACCOUNTING OFFICER)


/s/ Elliot Hahn              August 26, 2003     Director
-------------------------
    Elliot Hahn


                                                 Director
-------------------------
    F. Howard Schneider


/s/ Harry Silverman          August 26, 2003     Director
-------------------------
    Harry Silverman


/s/ Jerry Treppel            August 26, 2003     Director
-------------------------
    Jerry Treppel
<PAGE>

                                  EXHIBIT INDEX


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

  5.1          Legal opinion of Foley Hoag LLP.

 23.1          Consent of Wolf & Company, P.C.

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

 24.1          Power of Attorney (contained on the signature page).
[{"type": "S-8", "sequence": "1", "filename": "forms-8_12192.txt", "description": "FORM S-8 DATED AUGUST 25, 2003", "secsgml_size_bytes": 27524}]
{"company-data": {"conformed-name": "ABLE LABORATORIES INC", "cik": "0000857171", "assigned-sic": "2835", "irs-number": "330659916", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-108216", "film-number": "03866211"}, "business-address": {"street1": "6 HOLLYWOOD COURT", "street2": ".", "city": "SOUTH PLAINFIELD", "state": "NJ", "zip": "07080", "phone": "908-754-2253"}, "mail-address": {"street1": "6 HOLLYWOOD COURT", "street2": ".", "city": "SOUTH PLAINFIELD", "state": "NJ", "zip": "07080"}, "former-company": {"former-conformed-name": "DYNAGEN INC", "date-changed": "19950817"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 26, 2003
                                                  REGISTRATION NO. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                              ---------------------
                                    FORM S-8

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

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

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

           6 HOLLYWOOD COURT
         SOUTH PLAINFIELD, NJ                                       07080
----------------------------------------                         ----------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                         (ZIP CODE)

                            2003 STOCK INCENTIVE PLAN
                            (FULL TITLE OF THE PLAN)

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

                              DHANANJAY G. WADEKAR
                                6 Hollywood Court
                           South Plainfield, NJ 07080
                                 (908) 754-2253
            ---------------------------------------------------------
            (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
                   INCLUDING AREA CODE, OF AGENT FOR SERVICE)

                        COPIES OF ALL COMMUNICATIONS TO:

                            GERARD P. O'CONNOR, ESQ.
                                 FOLEY HOAG LLP
                              155 Seaport Boulevard
                           Boston, Massachusetts 02210
                                 (617) 832-1000

                         CALCULATION OF REGISTRATION FEE
=========================================================================================================
                                                                       PROPOSED MAXIMUM      AMOUNT OF
TITLE OF SECURITIES      AMOUNT TO BE          PROPOSED MAXIMUM       AGGREGATE OFFERING   REGISTRATION
TO BE REGISTERED          REGISTERED       OFFERING PRICE PER SHARE         PRICE               FEE
===================   ==================   ========================   ==================   ==============
Common Stock
($.01 par value)      600,000 shares (1)         $23.685 (2)              $14,211,000       $1,149.67 (2)
=========================================================================================================
(1)  Represents shares of common stock issuable upon exercise of stock options
     available for grant under Able Laboratories, Inc. 2003 Stock Incentive
     Plan.
(2)  Calculated pursuant to Rule 457(c) and (h)(1) under the Securities Act of
     1933 based on the average of the high and low sale prices of the Common
     Stock as reported on the Nasdaq National Market on August 22, 2003.
PART I

The document(s) containing the information specified in Part I of Form S-8 will
be sent or given to participating employees and directors as specified by Rule
428(b)(1) of the Securities Act of 1933, as amended (the "Securities Act").
These documents and the documents incorporated by reference into this
Registration Statement pursuant to Item 3 of Part II of this Registration
Statement, taken together, constitute a prospectus that meets the requirements
of Section 10(a) of the Securities Act.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

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

         o   Our Annual Report on Form 10-K for the year ended December 31, 2002
             (as filed on March 25, 2003);

         o   Our Quarterly Report on Form 10-Q for the quarter ended March 31,
             2003 (as filed on May 14, 2003);

         o   Our Quarterly Report on Form 10-Q for the quarter ended June 30,
             2003 (as filed on August 14, 2003);

         o   Current Reports on Form 8-K filed with the Securities and Exchange
             Commission on January 17, 2003, February 25, 2003, April 15, 2003,
             May 6, 2003, June 18, 2003, June 30, 2003 and July 28, 2003;

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

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

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

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         The validity of the securities registered hereby is being passed upon
for Able Laboratories, Inc. by Foley Hoag LLP, Boston, Massachusetts. Each of
David A. Broadwin and Gerard P. O'Connor, partners of the firm, is an assistant
secretary of Able Laboratories, Inc.
ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

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

              "(a) A corporation shall have power to indemnify any person who
              was or is a party or is threatened to be made a party to any
              threatened, pending or completed action, suit or proceeding,
              whether civil, criminal, administrative or investigative (other
              than an action by or in the right of the corporation) by reason of
              the fact that such person is or was a director, officer, employee
              or agent of the corporation, or is or was serving at the request
              of the corporation as a director, officer, employee or agent of
              another corporation, partnership, joint venture, trust or other
              enterprise, against expenses (including attorneys' fees),
              judgments, fines and amounts paid in settlement actually and
              reasonably incurred by such person in connection with such action,
              suit or proceeding if such person acted in good faith and in a
              manner such person reasonably believed to be in or not opposed to
              the best interests of the corporation, and, with respect to any
              criminal action or proceeding, had no reasonable cause to believe
              such person's conduct was unlawful. The termination of any action,
              suit or proceeding by judgment, order, settlement, conviction, or
              upon a plea of nolo contendere or its equivalent, shall not, of
              itself, create a presumption that the person did not act in good
              faith and in a manner which such person reasonably believed to be
              in or not opposed to the best interests of the corporation, and,
              with respect to any criminal action or proceeding, had reasonable
              cause to believe that such person's conduct was unlawful.

              (b) A corporation shall have power to indemnify any person who was
              or is a party or is threatened to be made a party to any
              threatened, pending or completed action or suit by or in the right
              of the corporation to procure a judgment in its favor by reason of
              the fact that such person is or was a director, officer, employee
              or agent of the corporation, or is or was serving at the request
              of the corporation as a director, officer, employee or agent of
              another corporation, partnership, joint venture, trust or other
              enterprise against expenses (including attorneys' fees) actually
              and reasonably incurred by such person in connection with the
              defense or settlement of such action or suit if such person acted
              in good faith and in a manner such person reasonably believed to
              be in or not opposed to the best interests of the corporation and
              except that no indemnification shall be made in respect of any
              claim, issue or matter as to which such person shall have been
              adjudged to be liable to the corporation unless and only to the
              extent that the Court of Chancery or the court in which such
              action or suit was brought shall determine upon application that,
              despite the adjudication of liability but in view of all the
              circumstances of the case, such person is fairly and reasonably
              entitled to indemnity for such expenses which the Court of
              Chancery or such other court shall deem proper.

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

              (d) Any indemnification under subsections (a) and (b) of this
              section (unless ordered by a court) shall be made by the
              corporation only as authorized in the specific case upon a
              determination that indemnification of the present or former
              director, officer, employee or agent is proper in the
              circumstances because he has met the applicable standard of
              conduct set forth in subsections (a) and (b) of this section. Such
              determination shall be made, with respect to a person who is a
              director or officer at the time of such determination, (1) by a
              majority vote of the directors who are not parties to such action,
              suit or proceeding, even though less than a quorum, or (2) by a
              committee of such directors designated by majority vote of such
              directors, even though less than a quorum, or (3) if there are no
              such directors, or if such directors so direct, by independent
              legal counsel in a written opinion, or (4) by the stockholders.

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

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

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

              (h) For purposes of this section, references to "the corporation"
              shall include, in addition to the resulting corporation, any
              constituent corporation (including any constituent of a
              constituent) absorbed in a consolidation or merger which, if its
              separate existence had continued, would have had power and
              authority to indemnify its directors, officers, and employees or
              agents so that any person who was a director, officer, employee or
              agent of such constituent corporation, or is or was serving at the
              request of such constituent corporation as a director, officer,
              employee or agent of another corporation, partnership, joint
              venture, trust or other enterprise, shall stand in the same
              position under the provisions of this Section with respect to the
              resulting or surviving corporation as such person would have with
              respect to such constituent corporation if its separate existence
              had continued.

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

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

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

         (B)  Article 7 of the Company's Restated Certificate of Incorporation
contains the following provision relating to the indemnification of directors
and officers:

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

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

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

         4.1  Specimen certificate for common stock (filed as Exhibit 4a to
              Registrant's Registration Statement on Form S-18, No. 33-31836-B,
              and incorporated by reference).

         4.2  2003 Stock Incentive Plan (included as Appendix B to Registrant's
              Proxy Statement filed with the Commission on April 28, 2003)

         5.1  Opinion of Foley Hoag LLP.

         23.1 Consent of Wolf & Company, P.C.

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

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

ITEM 9.  UNDERTAKINGS.

         1.   The undersigned registrant hereby undertakes:

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

                   (i)   To include any 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 the 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 the registration statement. Notwithstanding
                         the foregoing, any increase or decrease in volume of
                         securities offered (if the total dollar value of
                         securities offered would not exceed that which was
                         registered) and any deviation from the low or high end
                         of the estimated maximum offering range may be
                         reflected in the form of prospectus filed with the
                         Commission pursuant to Rule 424(b) if, in the
                         aggregate, the changes in volume and price represent no
                         more than 20 percent change in the maximum aggregate
                         offering price set forth in the "Calculation of
                         Registration Fee" table in the effective registration
                         statement; and

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

              provided, however, that paragraphs (i) and (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 15(d) of the Securities Exchange Act of
              1934 that are incorporated by reference in the registration
              statement;

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

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

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

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

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, on this 26th day of August, 2003.

                                       ABLE LABORATORIES, INC.

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

                                POWER OF ATTORNEY

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

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities as of August 26, 2003.

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

/s/ Dhananjay G. Wadekar     August 26, 2003     Chairman of the Board, Chief
-------------------------                        Executive Officer, President
    Dhananjay G. Wadekar                         and Treasurer
                                                 (PRINCIPAL EXECUTIVE OFFICER)

/s/ Robert Weinstein         August 26, 2003     Chief Financial Officer
-------------------------                        (PRINCIPAL FINANCIAL
    Robert Weinstein                             AND ACCOUNTING OFFICER)

/s/ Elliot Hahn              August 26, 2003     Director
-------------------------
    Elliot Hahn

                                                 Director
-------------------------
    F. Howard Schneider

/s/ Harry Silverman          August 26, 2003     Director
-------------------------
    Harry Silverman

/s/ Jerry Treppel            August 26, 2003     Director
-------------------------
    Jerry Treppel
EXHIBIT INDEX

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

  5.1          Legal opinion of Foley Hoag LLP.

 23.1          Consent of Wolf & Company, P.C.

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

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