Registration No. [     ]
     As filed with the Securities and Exchange Commission on August 27, 2001
--------------------------------------------------------------------------------

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

                                    FORM S-8

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

                         PHARMACEUTICAL RESOURCES, INC.
             (Exact name of registrant as specified in its charter)

            New Jersey                                      22-3122182
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)

       One Ram Ridge Road
      Spring Valley, New York                                    10977
(Address of principal executive offices)                       (Zip Code)

                          2000 PERFORMANCE EQUITY PLAN
                          2001 PERFORMANCE EQUITY PLAN
                            (Full title of the plan)

                           Kenneth I. Sawyer, Chairman
                         Pharmaceutical Resources, Inc.
                               One Ram Ridge Road
                          Spring Valley, New York 10977
                     (Name and address of agent for service)
                                 (914) 425-7100
          (Telephone number, including area code, of agent for service)

                        Copies of all communications to:

                           Stephen A. Ollendorff, Esq.
                           Kirkpatrick & Lockhart, LLP
                           1251 Avenue of the Americas
                          New York, New York 10020-1104
                                 (212) 536-4030

                         CALCULATION OF REGISTRATION FEE

================================================================================
                                     Proposed        Proposed
    Title of                          maximum         maximum        Amount of
   securities       Amount to be   offering price    aggregate      registration

<PAGE>

to be registered     registered      per share(1)  offering price       fee
================================================================================
Common Stock, par    3,525,000       $ (1)         $86,000,345.52    $21,501.00
value
$0.01 per share
================================================================================

      (1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h), as follows: (i) in the case of shares of Common Stock
which may be purchased upon exercise of outstanding options, the fee is
calculated on the basis of the price at which the options may be exercised, as
listed below; and (ii) in the case of shares of Common Stock for which options
have not yet been granted and the option price is therefore unknown, the fee is
calculated on the basis of the average of the high and low prices for the
Registrant's Common Stock reported on The New York Stock Exchange on August 20,
2001 ($31.65).


            ---------------------------------------------------
                                                   No. of
                Date of Grant      Exercise     Outstanding
                                     Price         Options
            ---------------------------------------------------
                  4/5/2000           $5.688        80,000
                  4/17/2000          $5.50         82,500
                  7/18/2000          $5.125       340,439
                 10/19/2000          $7.375         2,500
                  1/12/2001          $7.625       509,500
            ---------------------------------------------------
                    TOTAL                       1,014,939
            ---------------------------------------------------

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


                                PART II

                  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

   The following  documents  filed by the  Registrant  with the  Securities  and
Exchange  Commission (the "Commission")  pursuant to the Securities Act of 1933,
as amended (the  "Securities  Act"),  are  incorporated  by reference  into this
Registration Statement:

      (a)   The  Registrant's  Annual  Report on Form 10-K for the  fiscal  year
            ended December 31, 2000;

      (b)   All other reports filed by the Registrant  pursuant to Section 13(a)
            or  15(d)  of the  Securities  Exchange  Act  of  1934,  as  amended
            ("Exchange Act"), since December 31, 2000; and

                                       2

<PAGE>

      (c)   The  description of the  Registrant's  Common Stock contained in the
            Registration  Statement  on Form 10 filed  under  Section  12 of the
            Exchange  Act,  including  any  amendments  or reports filed for the
            purpose of updating such description.

   All  documents  subsequently  filed by the  Registrant  with  the  Commission
pursuant to Sections  13(a),  13(c),  14 and 15(d) of the Exchange Act after the
date of this Registration Statement, but prior to the filing of a post-effective
amendment to this  Registration  Statement  which  indicates that all securities
offered by this  Registration  Statement have been sold or which deregisters all
such  securities  then remaining  unsold,  shall be deemed to be incorporated by
reference  into this  Registration  Statement.  Each  document  incorporated  by
reference into this Registration  Statement shall be deemed to be a part of this
Registration  Statement  from  the  date of  filing  of such  document  with the
Commission until the information  contained  therein is superseded or updated by
any  subsequently  filed document which is  incorporated  by reference into this
Registration  Statement  or by  any  document  which  constitutes  part  of  the
prospectus  relating  to the  2000  Performance  Equity  Plan or the  prospectus
relating to the 2001  Performance  Equity Plan, each meeting the requirements of
Section 10(a) of the Securities Act.

ITEM 4.  DESCRIPTION OF SECURITIES.

   The class of securities to be offered  under this  Registration  Statement is
registered under Section 12 of the Exchange Act.


ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

   The legality of the shares of Common Stock registered under this Registration
Statement has been passed upon for the Registrant by Kirkpatrick & Lockhart LLP.
Stephen A.  Ollendorff,  Of  Counsel  to  Kirkpatrick  &  Lockhart  LLP,  is the
beneficial owner of 10,000 shares of Common Stock of the Registrant.


ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

   Articles VIII and IX of the  Registrant's  Certificate of  Incorporation  and
Article  VII of the  Registrant's  By-Laws  provide for the  indemnification  of
officers and directors and limitations on liability of officers and directors in
the manner and to the fullest extent permitted by law.

   Section  14A:3-5(2)  of the New Jersey  Business  Corporation  Act  generally
provides  that a  corporation  has the power to  indemnify  a current  or former
officer  or  director,  employee  or agent  (each a  "corporate  agent")  of the
corporation  against  expenses and liabilities in connection with any proceeding
involving the corporate  agent by reason of his being or having been a corporate
agent,  other than a proceeding by or in the right of the  corporation,  if such
corporate agent 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, such corporate agent had no reasonable cause to believe
his conduct was unlawful.

   Section  14A:3-5(3)  provides that a corporation has the power to indemnify a
current or former  corporate  agent against his expenses in connection  with any
proceeding  by or in the right of the  corporation  to procure a judgment in its
favor which involves the corporate agent by reason of his being or having been a
corporate  agent,  if he  acted in good  faith  and in a  manner  he  reasonably
believed  to be in or not  opposed  to the best  interests  of the  corporation.
However,  in such proceeding no indemnification  shall be provided in respect of
any claim,  issue or matter as to which such officer or director shall have been
adjudged to be liable to the corporation, unless and only to the extent that the
New Jersey Supreme Court or the court in which such proceeding was brought shall

                                       3

<PAGE>

determine upon application  that despite the  adjudication of liability,  but in
view of all  circumstances  of the case,  such officer or director is fairly and
reasonably  entitled to  indemnification  for such  expenses as such court shall
deem proper.

   Section   14A:3-5(5)   provides  that  any   indemnification   under  Section
14A:3-5(2),  unless pursuant to a court  determination under Section 14A:3-5(3),
may be made by a  corporation  only as  authorized  in a  specific  case  upon a
determination that  indemnification  is proper in the circumstances  because the
corporate  agent met the  applicable  standards of conduct as  described  above.
Unless otherwise  provided in the certificate of incorporation or by-laws,  such
determination  shall  be made  by the  corporation's  board  of  directors  or a
committee  thereof,  by independent  legal counsel or by the shareholders of the
corporation if the  certificate of  incorporation  or by-laws or a resolution of
the board of directors or of the shareholders so directs.

   Section  14A:2-7(3)  of the New Jersey  Business  Corporation  Act  permits a
corporation to provide in its  certificate of  incorporation  that a director or
officer  shall not be personally  liable,  or shall be liable only to the extent
provided in the corporation's  certificate of incorporation,  to the corporation
or its shareholders,  except that such provision shall not relieve a director or
officer from  liability for any breach of duty based upon an act or omission (a)
in  breach  of  such  person's  duty  of  loyalty  to  the  corporation  or  its
shareholders,  (b) not in good faith or involving a knowing violation of law, or
(c) resulting in receipt by such person of an improper personal benefit. As used
in  Section  14A:2-7(3),  an act or  omission  in breach of a  person's  duty of
loyalty  means an act or  omission  which that  person  knows or  believes to be
contrary  to the  best  interests  of the  corporation  or its  shareholders  in
connection with a matter in which he has a material conflict of interest.

   The  Registrant's  By-Laws  also  provide  that  the  indemnification  rights
provided  thereby  shall not be deemed to be  exclusive  of any other  rights to
which  the  Registrant's  directors  and  officers  may be  entitled  under  the
Registrant's Certificate of Incorporation,  an agreement,  note of shareholders,
or otherwise.  The  Registrant  maintains a directors'  and officers'  liability
insurance  policy  which,  subject  to the  limitations  and  exclusions  stated
therein, covers the officers and directors of the Registrant for certain actions
or inactions that they may take or omit to take in their  capacities as officers
and directors of the Registrant.

   Insofar as indemnification  for liabilities  arising under the Securities Act
may  be  permitted  to  officers  and  directors  under  any  of  the  foregoing
provisions,  the  Registrant  has  been  informed  that  in the  opinion  of the
Commission  such  indemnification  is against  public policy as expressed in the
Securities Act and is therefore unenforceable.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

   None.


ITEM 8.  EXHIBITS.

   The following  exhibits are filed  herewith or  incorporated  by reference as
part of this Registration Statement:


EXHIBIT NO. DESCRIPTION

      4.1   Amended and Restated 2000 Performance Equity Plan.

      4.2   2001 Performance Equity Plan.

                                       4

<PAGE>

      5.1   Opinion of  Kirkpatrick & Lockhart LLP regarding the legality of the
            shares being registered hereunder.

      23.1  Consent  of  Arthur  Andersen  LLP,  independent   certified  public
            accountants for the Registrant.

      23.2  Consent of Kirkpatrick & Lockhart LLP (included in the opinion filed
            as Exhibit 5.1 hereto).

      24.1  Power  of  Attorney  (set  forth  on  the  signature  page  of  this
            Registration Statement).

ITEM 9.  UNDERTAKINGS.

         (a)  The undersigned Registrant hereby undertakes:

         (1)  To file,  during  any  period  in which  offers of 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;

                   (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 a 20 percent  change
                   in the  maximum  aggregate  offering  price  set forth in the
                   "Calculation  of  Registration  Fee"  table in the  effective
                   Registration Statement;

                   (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  (a)(1)(i) and  (a)(1)(ii) do not
         apply  if  the  registration  is on  Form  S-3 or  Form  S-8,  and  the
         information  required to be included in a  post-effective  amendment by
         those  paragraphs  is  contained  in  periodic  reports  filed  by  the
         registrant  pursuant to Section 13 or Section 15(d) of the Exchange Act
         that are incorporated by reference in the registration statement.

         (2)  That,  for the  purpose of  determining  any  liability  under the
Securities Act, 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)  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.

                                       5

<PAGE>

         (b)  The undersigned Registrant hereby undertakes that, for purposes of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act 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.

         (c)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act 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  Commission  such
indemnification  is against public policy as expressed in the Securities 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  Securities  Act and will be  governed by the final
adjudication of such issue.

                                       6
<PAGE>

                                   SIGNATURES

   Pursuant to the requirements of the Securities Act, 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 town
on Spring Valley, State of New York, on this 27th day of August, 2001.


                                          PHARMACEUTICAL RESOURCES, INC.


                                          By:/s/ Kenneth I. Sawyer
                                             ---------------------------
                                             Kenneth I. Sawyer
                                             Chairman and
                                             Chief Executive Officer

   We, the undersigned directors and officers of Pharmaceutical Resources, Inc.,
do hereby constitute and appoint,  Kenneth I. Sawyer and Dennis J. O'Connor,  or
either of them, our true and lawful attorneys and agents, to do any and all acts
and  things in our name and on our behalf in our  capacities  as  directors  and
officers and to execute any and all  instruments  for us and in our names in the
capacities  indicated below, which said attorneys and agents, or either of them,
may deem  necessary or advisable to enable said  corporation  to comply with the
Securities Act and any rules, regulations and requirements of the Commission, in
connection with this Registration Statement, including specifically, but without
limitation,  power and authority to sign for us or any of us in our names in the
capacities  indicated  below, any and all amendments  (including  post-effective
amendments)  hereto and we do hereby ratify and confirm all that said  attorneys
and agents, or either of them, shall do or cause to be done by virtue hereof.

   Pursuant  to  the  requirements  of the  Securities  Act,  this  Registration
Statement and the foregoing  Power of Attorney have been signed by the following
persons in the capacities and on the date(s) indicated:

          Signature                         Capacity                      Date
          ---------                         --------                      ----


    /s/ Kenneth I. Sawyr           Chairman and                  August 27, 2001
    ------------------------       Chief Executive Officer
    Kenneth I. Sawyer


    /s/ Dennis J. O'Connor         Vice President, Chief         August 27, 2001
    ------------------------       Financial Officer and
    Dennis J. O'Connor             Secretary (Principal
                                   Financial and Accounting
                                   Officer)


    /s/ Mark Auerbach              Director                      August 27, 2001
    ------------------------
    Mark Auerbach



    /s/ John D. Abernathy          Director                      August 27, 2001
    ------------------------
    John D. Abernathy

                                   7

<PAGE>

    /s/ Thomas J. Drago            Director                      August 27, 2001
    ------------------------
    Thomas J. Drago


    /s/ Matthew W. Emmens          Director                      August 27, 2001
    ------------------------
    Matthew W. Emmens


    /s/ Klaus H. Jander            Director                      August 27, 2001
    ------------------------
    Klaus H. Jander


    /s/ Francis Michael J. Urwin   Director                      August 27, 2001
    ------------------------
    Francis Michael J. Urwin


                                       8

<PAGE>

                                  EXHIBIT INDEX

Exhibit No.                Description
-----------                -----------

        4.1     Amended and Restated 2000 Performance
                Equity Plan

        4.2     2001 Performance Equity Plan

        5.1     Opinion of Kirkpatrick & Lockhart LLP
                regarding the legality of the shares
                being registered hereunder.

       23.1     Consent of Arthur Andersen LLP,
                independent certified public accountants
                for the Registrant.

       23.3     Consent of Kirkpatrick & Lockhart LLP
                (included in the Opinion filed as
                Exhibit 5.1).

       24.1     Power of Attorney (set forth on the
                signature page of this Registration
                Statement).
[{"type": "S-8", "sequence": "1", "filename": "a165984.txt", "description": "FORM S-8", "secsgml_size_bytes": 22167}]
{"company-data": {"conformed-name": "PHARMACEUTICAL RESOURCES INC", "cik": "0000878088", "assigned-sic": "2834", "irs-number": "223122182", "state-of-incorporation": "NJ", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-68456", "film-number": "1724407"}, "business-address": {"street1": "ONE RAM RIDGE RD", "city": "SPRING VALLEY", "state": "NY", "zip": "10977", "phone": "9144257100"}, "mail-address": {"street1": "ONE RAM RIDGE RD", "city": "SPRING VALLEY", "state": "NY", "zip": "10977"}}
Registration No. [     ]
     As filed with the Securities and Exchange Commission on August 27, 2001
--------------------------------------------------------------------------------

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

                                    FORM S-8

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

                         PHARMACEUTICAL RESOURCES, INC.
             (Exact name of registrant as specified in its charter)

            New Jersey                                      22-3122182
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)

       One Ram Ridge Road
      Spring Valley, New York                                    10977
(Address of principal executive offices)                       (Zip Code)

                          2000 PERFORMANCE EQUITY PLAN
                          2001 PERFORMANCE EQUITY PLAN
                            (Full title of the plan)

                           Kenneth I. Sawyer, Chairman
                         Pharmaceutical Resources, Inc.
                               One Ram Ridge Road
                          Spring Valley, New York 10977
                     (Name and address of agent for service)
                                 (914) 425-7100
          (Telephone number, including area code, of agent for service)

                        Copies of all communications to:

                           Stephen A. Ollendorff, Esq.
                           Kirkpatrick & Lockhart, LLP
                           1251 Avenue of the Americas
                          New York, New York 10020-1104
                                 (212) 536-4030

                         CALCULATION OF REGISTRATION FEE

================================================================================
                                     Proposed        Proposed
    Title of                          maximum         maximum        Amount of
   securities       Amount to be   offering price    aggregate      registration
to be registered     registered      per share(1)  offering price       fee
================================================================================
Common Stock, par    3,525,000       $ (1)         $86,000,345.52    $21,501.00
value
$0.01 per share
================================================================================

      (1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h), as follows: (i) in the case of shares of Common Stock
which may be purchased upon exercise of outstanding options, the fee is
calculated on the basis of the price at which the options may be exercised, as
listed below; and (ii) in the case of shares of Common Stock for which options
have not yet been granted and the option price is therefore unknown, the fee is
calculated on the basis of the average of the high and low prices for the
Registrant's Common Stock reported on The New York Stock Exchange on August 20,
2001 ($31.65).

            ---------------------------------------------------
                                                   No. of
                Date of Grant      Exercise     Outstanding
                                     Price         Options
            ---------------------------------------------------
                  4/5/2000           $5.688        80,000
                  4/17/2000          $5.50         82,500
                  7/18/2000          $5.125       340,439
                 10/19/2000          $7.375         2,500
                  1/12/2001          $7.625       509,500
            ---------------------------------------------------
                    TOTAL                       1,014,939
            ---------------------------------------------------

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

                                PART II

                  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

   The following  documents  filed by the  Registrant  with the  Securities  and
Exchange  Commission (the "Commission")  pursuant to the Securities Act of 1933,
as amended (the  "Securities  Act"),  are  incorporated  by reference  into this
Registration Statement:

      (a)   The  Registrant's  Annual  Report on Form 10-K for the  fiscal  year
            ended December 31, 2000;

      (b)   All other reports filed by the Registrant  pursuant to Section 13(a)
            or  15(d)  of the  Securities  Exchange  Act  of  1934,  as  amended
            ("Exchange Act"), since December 31, 2000; and

                                       2
(c)   The  description of the  Registrant's  Common Stock contained in the
            Registration  Statement  on Form 10 filed  under  Section  12 of the
            Exchange  Act,  including  any  amendments  or reports filed for the
            purpose of updating such description.

   All  documents  subsequently  filed by the  Registrant  with  the  Commission
pursuant to Sections  13(a),  13(c),  14 and 15(d) of the Exchange Act after the
date of this Registration Statement, but prior to the filing of a post-effective
amendment to this  Registration  Statement  which  indicates that all securities
offered by this  Registration  Statement have been sold or which deregisters all
such  securities  then remaining  unsold,  shall be deemed to be incorporated by
reference  into this  Registration  Statement.  Each  document  incorporated  by
reference into this Registration  Statement shall be deemed to be a part of this
Registration  Statement  from  the  date of  filing  of such  document  with the
Commission until the information  contained  therein is superseded or updated by
any  subsequently  filed document which is  incorporated  by reference into this
Registration  Statement  or by  any  document  which  constitutes  part  of  the
prospectus  relating  to the  2000  Performance  Equity  Plan or the  prospectus
relating to the 2001  Performance  Equity Plan, each meeting the requirements of
Section 10(a) of the Securities Act.

ITEM 4.  DESCRIPTION OF SECURITIES.

   The class of securities to be offered  under this  Registration  Statement is
registered under Section 12 of the Exchange Act.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

   The legality of the shares of Common Stock registered under this Registration
Statement has been passed upon for the Registrant by Kirkpatrick & Lockhart LLP.
Stephen A.  Ollendorff,  Of  Counsel  to  Kirkpatrick  &  Lockhart  LLP,  is the
beneficial owner of 10,000 shares of Common Stock of the Registrant.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

   Articles VIII and IX of the  Registrant's  Certificate of  Incorporation  and
Article  VII of the  Registrant's  By-Laws  provide for the  indemnification  of
officers and directors and limitations on liability of officers and directors in
the manner and to the fullest extent permitted by law.

   Section  14A:3-5(2)  of the New Jersey  Business  Corporation  Act  generally
provides  that a  corporation  has the power to  indemnify  a current  or former
officer  or  director,  employee  or agent  (each a  "corporate  agent")  of the
corporation  against  expenses and liabilities in connection with any proceeding
involving the corporate  agent by reason of his being or having been a corporate
agent,  other than a proceeding by or in the right of the  corporation,  if such
corporate agent 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, such corporate agent had no reasonable cause to believe
his conduct was unlawful.

   Section  14A:3-5(3)  provides that a corporation has the power to indemnify a
current or former  corporate  agent against his expenses in connection  with any
proceeding  by or in the right of the  corporation  to procure a judgment in its
favor which involves the corporate agent by reason of his being or having been a
corporate  agent,  if he  acted in good  faith  and in a  manner  he  reasonably
believed  to be in or not  opposed  to the best  interests  of the  corporation.
However,  in such proceeding no indemnification  shall be provided in respect of
any claim,  issue or matter as to which such officer or director shall have been
adjudged to be liable to the corporation, unless and only to the extent that the
New Jersey Supreme Court or the court in which such proceeding was brought shall

                                       3
determine upon application  that despite the  adjudication of liability,  but in
view of all  circumstances  of the case,  such officer or director is fairly and
reasonably  entitled to  indemnification  for such  expenses as such court shall
deem proper.

   Section   14A:3-5(5)   provides  that  any   indemnification   under  Section
14A:3-5(2),  unless pursuant to a court  determination under Section 14A:3-5(3),
may be made by a  corporation  only as  authorized  in a  specific  case  upon a
determination that  indemnification  is proper in the circumstances  because the
corporate  agent met the  applicable  standards of conduct as  described  above.
Unless otherwise  provided in the certificate of incorporation or by-laws,  such
determination  shall  be made  by the  corporation's  board  of  directors  or a
committee  thereof,  by independent  legal counsel or by the shareholders of the
corporation if the  certificate of  incorporation  or by-laws or a resolution of
the board of directors or of the shareholders so directs.

   Section  14A:2-7(3)  of the New Jersey  Business  Corporation  Act  permits a
corporation to provide in its  certificate of  incorporation  that a director or
officer  shall not be personally  liable,  or shall be liable only to the extent
provided in the corporation's  certificate of incorporation,  to the corporation
or its shareholders,  except that such provision shall not relieve a director or
officer from  liability for any breach of duty based upon an act or omission (a)
in  breach  of  such  person's  duty  of  loyalty  to  the  corporation  or  its
shareholders,  (b) not in good faith or involving a knowing violation of law, or
(c) resulting in receipt by such person of an improper personal benefit. As used
in  Section  14A:2-7(3),  an act or  omission  in breach of a  person's  duty of
loyalty  means an act or  omission  which that  person  knows or  believes to be
contrary  to the  best  interests  of the  corporation  or its  shareholders  in
connection with a matter in which he has a material conflict of interest.

   The  Registrant's  By-Laws  also  provide  that  the  indemnification  rights
provided  thereby  shall not be deemed to be  exclusive  of any other  rights to
which  the  Registrant's  directors  and  officers  may be  entitled  under  the
Registrant's Certificate of Incorporation,  an agreement,  note of shareholders,
or otherwise.  The  Registrant  maintains a directors'  and officers'  liability
insurance  policy  which,  subject  to the  limitations  and  exclusions  stated
therein, covers the officers and directors of the Registrant for certain actions
or inactions that they may take or omit to take in their  capacities as officers
and directors of the Registrant.

   Insofar as indemnification  for liabilities  arising under the Securities Act
may  be  permitted  to  officers  and  directors  under  any  of  the  foregoing
provisions,  the  Registrant  has  been  informed  that  in the  opinion  of the
Commission  such  indemnification  is against  public policy as expressed in the
Securities Act and is therefore unenforceable.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

   None.

ITEM 8.  EXHIBITS.

   The following  exhibits are filed  herewith or  incorporated  by reference as
part of this Registration Statement:

EXHIBIT NO. DESCRIPTION

      4.1   Amended and Restated 2000 Performance Equity Plan.

      4.2   2001 Performance Equity Plan.

                                       4
5.1   Opinion of  Kirkpatrick & Lockhart LLP regarding the legality of the
            shares being registered hereunder.

      23.1  Consent  of  Arthur  Andersen  LLP,  independent   certified  public
            accountants for the Registrant.

      23.2  Consent of Kirkpatrick & Lockhart LLP (included in the opinion filed
            as Exhibit 5.1 hereto).

      24.1  Power  of  Attorney  (set  forth  on  the  signature  page  of  this
            Registration Statement).

ITEM 9.  UNDERTAKINGS.

         (a)  The undersigned Registrant hereby undertakes:

         (1)  To file,  during  any  period  in which  offers of 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;

                   (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 a 20 percent  change
                   in the  maximum  aggregate  offering  price  set forth in the
                   "Calculation  of  Registration  Fee"  table in the  effective
                   Registration Statement;

                   (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  (a)(1)(i) and  (a)(1)(ii) do not
         apply  if  the  registration  is on  Form  S-3 or  Form  S-8,  and  the
         information  required to be included in a  post-effective  amendment by
         those  paragraphs  is  contained  in  periodic  reports  filed  by  the
         registrant  pursuant to Section 13 or Section 15(d) of the Exchange Act
         that are incorporated by reference in the registration statement.

         (2)  That,  for the  purpose of  determining  any  liability  under the
Securities Act, 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)  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.

                                       5
(b)  The undersigned Registrant hereby undertakes that, for purposes of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act 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.

         (c)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act 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  Commission  such
indemnification  is against public policy as expressed in the Securities 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  Securities  Act and will be  governed by the final
adjudication of such issue.

                                       6
SIGNATURES

   Pursuant to the requirements of the Securities Act, 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 town
on Spring Valley, State of New York, on this 27th day of August, 2001.

                                          PHARMACEUTICAL RESOURCES, INC.

                                          By:/s/ Kenneth I. Sawyer
                                             ---------------------------
                                             Kenneth I. Sawyer
                                             Chairman and
                                             Chief Executive Officer

   We, the undersigned directors and officers of Pharmaceutical Resources, Inc.,
do hereby constitute and appoint,  Kenneth I. Sawyer and Dennis J. O'Connor,  or
either of them, our true and lawful attorneys and agents, to do any and all acts
and  things in our name and on our behalf in our  capacities  as  directors  and
officers and to execute any and all  instruments  for us and in our names in the
capacities  indicated below, which said attorneys and agents, or either of them,
may deem  necessary or advisable to enable said  corporation  to comply with the
Securities Act and any rules, regulations and requirements of the Commission, in
connection with this Registration Statement, including specifically, but without
limitation,  power and authority to sign for us or any of us in our names in the
capacities  indicated  below, any and all amendments  (including  post-effective
amendments)  hereto and we do hereby ratify and confirm all that said  attorneys
and agents, or either of them, shall do or cause to be done by virtue hereof.

   Pursuant  to  the  requirements  of the  Securities  Act,  this  Registration
Statement and the foregoing  Power of Attorney have been signed by the following
persons in the capacities and on the date(s) indicated:

          Signature                         Capacity                      Date
          ---------                         --------                      ----

    /s/ Kenneth I. Sawyr           Chairman and                  August 27, 2001
    ------------------------       Chief Executive Officer
    Kenneth I. Sawyer

    /s/ Dennis J. O'Connor         Vice President, Chief         August 27, 2001
    ------------------------       Financial Officer and
    Dennis J. O'Connor             Secretary (Principal
                                   Financial and Accounting
                                   Officer)

    /s/ Mark Auerbach              Director                      August 27, 2001
    ------------------------
    Mark Auerbach

    /s/ John D. Abernathy          Director                      August 27, 2001
    ------------------------
    John D. Abernathy

                                   7
/s/ Thomas J. Drago            Director                      August 27, 2001
    ------------------------
    Thomas J. Drago

    /s/ Matthew W. Emmens          Director                      August 27, 2001
    ------------------------
    Matthew W. Emmens

    /s/ Klaus H. Jander            Director                      August 27, 2001
    ------------------------
    Klaus H. Jander

    /s/ Francis Michael J. Urwin   Director                      August 27, 2001
    ------------------------
    Francis Michael J. Urwin

                                       8
EXHIBIT INDEX

Exhibit No.                Description
-----------                -----------

        4.1     Amended and Restated 2000 Performance
                Equity Plan

        4.2     2001 Performance Equity Plan

        5.1     Opinion of Kirkpatrick & Lockhart LLP
                regarding the legality of the shares
                being registered hereunder.

       23.1     Consent of Arthur Andersen LLP,
                independent certified public accountants
                for the Registrant.

       23.3     Consent of Kirkpatrick & Lockhart LLP
                (included in the Opinion filed as
                Exhibit 5.1).

       24.1     Power of Attorney (set forth on the
                signature page of this Registration
                Statement).