Registration No. 333-_______
      As filed with the Securities and Exchange Commission on June 30, 2003
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                                   ----------
                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                   ----------
                         PHARMACEUTICAL RESOURCES, INC.
             (Exact name of registrant as specified in its charter)

            DELAWARE                                      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)

             AMENDED AND RESTATED 1997 DIRECTORS' STOCK OPTION PLAN
                            (Full title of the plan)

             KENNETH I. SAWYER, CHAIRMAN AND CHIEF EXECUTIVE OFFICER
                         PHARMACEUTICAL RESOURCES, INC.
                               ONE RAM RIDGE ROAD
                          SPRING VALLEY, NEW YORK 10977
                     (Name and address of agent for service)
                                 (845) 425-7100
          (Telephone number, including area code, of agent for service)

                        Copies of all communications to:

                            STEPHEN R. CONNONI, ESQ.
                           STEPHEN A. OLLENDORFF, ESQ.
                           KIRKPATRICK & LOCKHART LLP
                              599 LEXINGTON AVENUE
                          NEW YORK, NEW YORK 10022-6030
                                 (212) 536-3900

<PAGE>

                         CALCULATION OF REGISTRATION FEE

================================================================================
      TITLE OF                         PROPOSED       PROPOSED        AMOUNT OF
     SECURITIES       AMOUNT TO BE     MAXIMUM         MAXIMUM      REGISTRATION
  TO BE REGISTERED    REGISTERED(1) OFFERING PRICE    AGGREGATE        FEE(3)
                                     PER SHARE(2)  OFFERING PRICE

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

Common Stock, par         13,000      $28.79(2)        $374,270         $30.28
value $0.01 per share    137,000      $49.07(2)      $6,722,590        $543.86

================================================================================

      (1) 500,000 shares of Common Stock were registered on November 28, 1998 in
respect  of the 1997  Directors  Stock  Option  Plan.  The  above fee is for the
registration  of the  additional  150,000 shares of Common Stock covered by this
Registration Statement.

      (2) Estimated  solely for the purpose of calculating the  registration fee
pursuant  to  Rule  457(h)  of the  Securities  Act of  1933,  as  amended  (the
"Securities Act"), as follows:  (i) in the case of 13,000 shares of Common Stock
that may be  purchased  upon the  exercise of  outstanding  options,  the fee is
calculated  on the basis of the  per-share  exercise  price of such  options  of
$28.79;  and (ii) in the case of shares of Common  Stock for which  options have
not been granted,  and the option price is therefore  presently unknown,  on the
basis of the  average of the high and low sales  prices for the Common  Stock of
Pharmaceutical Resources,  Inc. (the "Registrant"),  as reported on The New York
Stock Exchange on June 26, 2003 ($49.07).

      (3)  The  entire  registration  fee  is  being  paid  via an  offset  of a
registration  fee  previously  paid by the  Registrant  in  connection  with its
Registration  Statement  on Form S-3  initially  filed on December 5, 2001 (File
Number  333-74606)  and withdrawn on June 20, 2002  ($5,923.43  of such amount
remains  available for further credit following the filing of this  Registration
Statement).

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


                                      EXPLANATORY NOTE

      This  Registration  Statement  is being filed to  register  an  additional
150,000  shares of the  Registrant's  Common Stock as a result of an increase in
the  number  of  shares  of  Common  Stock  issuable  under  the  Pharmaceutical
Resources,  Inc.  Amended and Restated 1997  Directors'  Stock Option Plan.  The
earlier  Registration  Statement  on Form S-8 filed by the  Registrant  with the
Commission on November 25, 1998 (File No.  333-67949) is hereby  incorporated by
reference.   This  incorporation  by  reference  is  made  pursuant  to  General
Instruction E of Form S-8 regarding the registration of additional securities of
the same class as other securities for which there has been filed a Registration
Statement on Form S-8 relating to the same employee benefit plan.




                                       2
<PAGE>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 8. EXHIBITS.

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


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

      4.1         Pharmaceutical  Resources,  Inc.  Amended  and  Restated  1997
                  Directors' Stock Option Plan.

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

      23.1        Consent of Deloitte  and Touche  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  (included  on the  signature  page to this
                  Registration Statement)




                                       3
<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 30th day of
June, 2003.


                                       PHARMACEUTICAL RESOURCES, INC.


                                       By: /s/ Kenneth I. Sawyer
                                          --------------------------------------

                                          Kenneth I. Sawyer
                                          President, 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 Sawyer           President, Chairman and        June 30, 2003
------------------------       Chief Executive Officer
Kenneth I. Sawyer


/s/ Dennis J. O'Connor         Vice President, Chief          June 30, 2003
------------------------       Financial Officer and
Dennis J. O'Connor             Secretary (Principal
                               Financial and Accounting
                               Officer)


/s/ John D. Abernathy          Director                       June 30, 2003
------------------------
John D. Abernathy

/s/ Mark Auerbach              Director                       June 30, 2003
------------------------
Mark Auerbach


/s Arie Gutman                 Director                       June 30, 2003
------------------------
Arie Gutman



                                       4
<PAGE>


/s/ Peter S. Knight            Director                       June 30, 2003
------------------------
Peter S. Knight


/s/ Ronald M. Nordmann         Director                       June 30, 2003
------------------------
Ronald M. Nordmann


/s/ Scott L. Tarriff           Director                       June 30, 2003
------------------------
Scott L. Tarriff









                                       5
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{"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": "333-106685", "film-number": "03765786"}, "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. 333-_______
      As filed with the Securities and Exchange Commission on June 30, 2003
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                                   ----------
                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                   ----------
                         PHARMACEUTICAL RESOURCES, INC.
             (Exact name of registrant as specified in its charter)

            DELAWARE                                      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)

             AMENDED AND RESTATED 1997 DIRECTORS' STOCK OPTION PLAN
                            (Full title of the plan)

             KENNETH I. SAWYER, CHAIRMAN AND CHIEF EXECUTIVE OFFICER
                         PHARMACEUTICAL RESOURCES, INC.
                               ONE RAM RIDGE ROAD
                          SPRING VALLEY, NEW YORK 10977
                     (Name and address of agent for service)
                                 (845) 425-7100
          (Telephone number, including area code, of agent for service)

                        Copies of all communications to:

                            STEPHEN R. CONNONI, ESQ.
                           STEPHEN A. OLLENDORFF, ESQ.
                           KIRKPATRICK & LOCKHART LLP
                              599 LEXINGTON AVENUE
                          NEW YORK, NEW YORK 10022-6030
                                 (212) 536-3900
CALCULATION OF REGISTRATION FEE

================================================================================
      TITLE OF                         PROPOSED       PROPOSED        AMOUNT OF
     SECURITIES       AMOUNT TO BE     MAXIMUM         MAXIMUM      REGISTRATION
  TO BE REGISTERED    REGISTERED(1) OFFERING PRICE    AGGREGATE        FEE(3)
                                     PER SHARE(2)  OFFERING PRICE

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

Common Stock, par         13,000      $28.79(2)        $374,270         $30.28
value $0.01 per share    137,000      $49.07(2)      $6,722,590        $543.86

================================================================================

      (1) 500,000 shares of Common Stock were registered on November 28, 1998 in
respect  of the 1997  Directors  Stock  Option  Plan.  The  above fee is for the
registration  of the  additional  150,000 shares of Common Stock covered by this
Registration Statement.

      (2) Estimated  solely for the purpose of calculating the  registration fee
pursuant  to  Rule  457(h)  of the  Securities  Act of  1933,  as  amended  (the
"Securities Act"), as follows:  (i) in the case of 13,000 shares of Common Stock
that may be  purchased  upon the  exercise of  outstanding  options,  the fee is
calculated  on the basis of the  per-share  exercise  price of such  options  of
$28.79;  and (ii) in the case of shares of Common  Stock for which  options have
not been granted,  and the option price is therefore  presently unknown,  on the
basis of the  average of the high and low sales  prices for the Common  Stock of
Pharmaceutical Resources,  Inc. (the "Registrant"),  as reported on The New York
Stock Exchange on June 26, 2003 ($49.07).

      (3)  The  entire  registration  fee  is  being  paid  via an  offset  of a
registration  fee  previously  paid by the  Registrant  in  connection  with its
Registration  Statement  on Form S-3  initially  filed on December 5, 2001 (File
Number  333-74606)  and withdrawn on June 20, 2002  ($5,923.43  of such amount
remains  available for further credit following the filing of this  Registration
Statement).

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

                                      EXPLANATORY NOTE

      This  Registration  Statement  is being filed to  register  an  additional
150,000  shares of the  Registrant's  Common Stock as a result of an increase in
the  number  of  shares  of  Common  Stock  issuable  under  the  Pharmaceutical
Resources,  Inc.  Amended and Restated 1997  Directors'  Stock Option Plan.  The
earlier  Registration  Statement  on Form S-8 filed by the  Registrant  with the
Commission on November 25, 1998 (File No.  333-67949) is hereby  incorporated by
reference.   This  incorporation  by  reference  is  made  pursuant  to  General
Instruction E of Form S-8 regarding the registration of additional securities of
the same class as other securities for which there has been filed a Registration
Statement on Form S-8 relating to the same employee benefit plan.

                                       2
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 8. EXHIBITS.

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

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

      4.1         Pharmaceutical  Resources,  Inc.  Amended  and  Restated  1997
                  Directors' Stock Option Plan.

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

      23.1        Consent of Deloitte  and Touche  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  (included  on the  signature  page to this
                  Registration Statement)

                                       3
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 30th day of
June, 2003.

                                       PHARMACEUTICAL RESOURCES, INC.

                                       By: /s/ Kenneth I. Sawyer
                                          --------------------------------------

                                          Kenneth I. Sawyer
                                          President, 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 Sawyer           President, Chairman and        June 30, 2003
------------------------       Chief Executive Officer
Kenneth I. Sawyer

/s/ Dennis J. O'Connor         Vice President, Chief          June 30, 2003
------------------------       Financial Officer and
Dennis J. O'Connor             Secretary (Principal
                               Financial and Accounting
                               Officer)

/s/ John D. Abernathy          Director                       June 30, 2003
------------------------
John D. Abernathy

/s/ Mark Auerbach              Director                       June 30, 2003
------------------------
Mark Auerbach

/s Arie Gutman                 Director                       June 30, 2003
------------------------
Arie Gutman

                                       4
/s/ Peter S. Knight            Director                       June 30, 2003
------------------------
Peter S. Knight

/s/ Ronald M. Nordmann         Director                       June 30, 2003
------------------------
Ronald M. Nordmann

/s/ Scott L. Tarriff           Director                       June 30, 2003
------------------------
Scott L. Tarriff

                                       5