Registration No. 333-_______
   As filed with the Securities and Exchange Commission on September 24, 2002
   --------------------------------------------------------------------------

                       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)

                    2001 PERFORMANCE EQUITY PLAN, AS AMENDED
                            (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   OFFERING PRICE    AGGREGATE        FEE(3)
                                     PER SHARE(2)  OFFERING PRICE

--------------------------------------------------------------------------------
Common Stock, par
value $0.01 per share 1,500,000(1)    $27.70(2)    $41,552,183.75     $3,822.80
================================================================================

      (1) 2,500,000 shares of Common Stock were registered on August 27, 2001 in
respect of the 2001 Performance Equity Plan. The above fee is for the
registration of the additional 1,500,000 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, as follows:
(i) in the case of shares of Common Stock that may be purchased upon the
exercise of outstanding options, the fee is calculated on the basis of the
prices at which such options may be exercised, as listed below; 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 Registrant's Common Stock, as reported on The
New York Stock Exchange on September 20, 2002 ($27.98).

            ---------------------------------------------------
                                                    No. of
                Date of Grant        Exercise    Outstanding
                                      Price        Options
            ------------------    -------------  --------------
            ---------------------------------------------------

                   7/29/02           $25.85       168,875
                   8/12/02           $28.13        17,750
                   8/19/02           $27.95        12,500
                   8/26/02           $27.42        15,000
                   8/29/02           $25.90        25,000
            ---------------------------------------------------
                    TOTAL                         239,125
            ---------------------------------------------------

      (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 ($12,452.21 of such amount
remains available for further credit following the filing of this Registration
Statement).
________________________________________________________________________________



                                     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:

                                       2

<PAGE>

      (a)    The  Registrant's  Registration  Statement on form S-8 (file number
             333-68456) filed on August 27, 2001;

      (b)    The  Registrant's  Annual  Report on Form 10-K for the fiscal  year
             ended December 31, 2001;

      (c)    All other reports filed by the Registrant pursuant to Section 13(a)
             or 15(d) of the  Securities  Exchange Act of 1934,  as amended (the
             "Exchange  Act"),  since December 31, 2001 through the date hereof;
             and

      (d)    The description of the  Registrant's  Common Stock contained in the
             Registration  Statement 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 that is incorporated
  by  reference  into  this  Registration  Statement  or by any  document  which
  constitutes  part  of  the  prospectus   relating  to  the  Registrant's  2001
  Performance Equity Plan, as amended,  each meeting the requirements of Section
  10(a) of the Securities Act.

      This Registration  Statement is being filed for the purpose of registering
  an additional  1,500,000 shares of the  Registrant's  Common Stock issuable in
  the future upon the exercise of stock  options  granted  and/or  available for
  grant under the Registrant's 2001 Performance Equity Plan, as amended.

      The financial statements of the Registrant for the year ended December 31,
  2001  included in the  Registrant's  Annual  Report on Form 10-K (File  Number
  001-10827),  have  been  audited  by Arthur  Andersen  LLP,  the  Registrant's
  independent  public  accountants for fiscal year 2001. The Registrant has been
  unable to obtain the written  consent of Arthur  Andersen  LLP with respect to
  the  incorporation  by  reference  of its report  issued with  respect to such
  financial  statements in this  Registration  Statement.  In reliance upon Rule
  437a of the Securities  Act, the Registrant has not filed the written  consent
  of Arthur  Andersen  LLP. As a result,  an investor may not be able to recover
  damages from Arthur  Andersen LLP under Section 11 of the  Securities  Act for
  any untrue  statements  of material  fact or any omissions to state a material
  fact  contained in the  financial  statements of the  Registrant  for the year
  ended December 31, 2001 in the Registrant's  Annual Report on Form 10-K, which
  are incorporated by reference in this Registration Statement.


  ITEM 4.    DESCRIPTION OF SECURITIES.

      The class of securities to be offered under this Registration Statement is
  registered under Section 12(b) 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.

                                       3

<PAGE>

  ITEM 6.    EXHIBITS.

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


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

      4.1      2001 Performance Equity Plan, as amended.

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

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

                                       4
<PAGE>

                                   SIGNATURES

      Pursuant to the  requirements  of the  Securities Act of 1933, as amended,
  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 of Spring Valley, State of New York, on
  this 24th day of September 2002.


                                        PHARMACEUTICAL RESOURCES, INC.


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

                                            Kenneth I. Sawyer
                                            President, Chairman and
                                            Chief Executive Officer

      Pursuant to the  requirements  of the  Securities Act of 1933, as amended,
  the following persons in the capacities and on the dates indicated have signed
  below this Registration Statement on Form S-8.


/s/ Kenneth I. Sawyer            Chairman of the Board and    September 24, 2002
---------------------------      Chief Executive Officer
Kenneth I. Sawyer                (PRINCIPAL EXECUTIVE
                                 OFFICER)


/s/ Scott L. Tariff              Executive Vice President     September 24, 2002
---------------------------      and Director
Scott L. Tarriff


/s/ Dennis J. O'Connor           Vice President, Chief        September 24, 2002
---------------------------      Financial Officer and
Dennis J. O'Connor               Secretary (PRINCIPAL
                                 ACCOUNTING AND FINANCIAL
                                 OFFICER)


/s/ Mark Auerbach                Director                     September 24, 2002
---------------------------
Mark Auerbach


/s/ John D. Abernathy            Director                     September 24, 2002
---------------------------
John D. Abernathy


/s/ Peter S. Knight              Director                     September 24, 2002
---------------------------
Peter S. Knight


/s/ Ronald M. Nordmann           Director                     September 24, 2002
---------------------------
Ronald M. Nordmann


/s/ Dr. Arie Gutman              Director                     September 24, 2002
---------------------------
Dr. Arie Gutman

                                       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": "333-100031", "film-number": "02770618"}, "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 September 24, 2002
   --------------------------------------------------------------------------

                       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)

                    2001 PERFORMANCE EQUITY PLAN, AS AMENDED
                            (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   OFFERING PRICE    AGGREGATE        FEE(3)
                                     PER SHARE(2)  OFFERING PRICE

--------------------------------------------------------------------------------
Common Stock, par
value $0.01 per share 1,500,000(1)    $27.70(2)    $41,552,183.75     $3,822.80
================================================================================

      (1) 2,500,000 shares of Common Stock were registered on August 27, 2001 in
respect of the 2001 Performance Equity Plan. The above fee is for the
registration of the additional 1,500,000 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, as follows:
(i) in the case of shares of Common Stock that may be purchased upon the
exercise of outstanding options, the fee is calculated on the basis of the
prices at which such options may be exercised, as listed below; 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 Registrant's Common Stock, as reported on The
New York Stock Exchange on September 20, 2002 ($27.98).

            ---------------------------------------------------
                                                    No. of
                Date of Grant        Exercise    Outstanding
                                      Price        Options
            ------------------    -------------  --------------
            ---------------------------------------------------

                   7/29/02           $25.85       168,875
                   8/12/02           $28.13        17,750
                   8/19/02           $27.95        12,500
                   8/26/02           $27.42        15,000
                   8/29/02           $25.90        25,000
            ---------------------------------------------------
                    TOTAL                         239,125
            ---------------------------------------------------

      (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 ($12,452.21 of such amount
remains available for further credit following the filing of this Registration
Statement).
________________________________________________________________________________

                                     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:

                                       2
(a)    The  Registrant's  Registration  Statement on form S-8 (file number
             333-68456) filed on August 27, 2001;

      (b)    The  Registrant's  Annual  Report on Form 10-K for the fiscal  year
             ended December 31, 2001;

      (c)    All other reports filed by the Registrant pursuant to Section 13(a)
             or 15(d) of the  Securities  Exchange Act of 1934,  as amended (the
             "Exchange  Act"),  since December 31, 2001 through the date hereof;
             and

      (d)    The description of the  Registrant's  Common Stock contained in the
             Registration  Statement 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 that is incorporated
  by  reference  into  this  Registration  Statement  or by any  document  which
  constitutes  part  of  the  prospectus   relating  to  the  Registrant's  2001
  Performance Equity Plan, as amended,  each meeting the requirements of Section
  10(a) of the Securities Act.

      This Registration  Statement is being filed for the purpose of registering
  an additional  1,500,000 shares of the  Registrant's  Common Stock issuable in
  the future upon the exercise of stock  options  granted  and/or  available for
  grant under the Registrant's 2001 Performance Equity Plan, as amended.

      The financial statements of the Registrant for the year ended December 31,
  2001  included in the  Registrant's  Annual  Report on Form 10-K (File  Number
  001-10827),  have  been  audited  by Arthur  Andersen  LLP,  the  Registrant's
  independent  public  accountants for fiscal year 2001. The Registrant has been
  unable to obtain the written  consent of Arthur  Andersen  LLP with respect to
  the  incorporation  by  reference  of its report  issued with  respect to such
  financial  statements in this  Registration  Statement.  In reliance upon Rule
  437a of the Securities  Act, the Registrant has not filed the written  consent
  of Arthur  Andersen  LLP. As a result,  an investor may not be able to recover
  damages from Arthur  Andersen LLP under Section 11 of the  Securities  Act for
  any untrue  statements  of material  fact or any omissions to state a material
  fact  contained in the  financial  statements of the  Registrant  for the year
  ended December 31, 2001 in the Registrant's  Annual Report on Form 10-K, which
  are incorporated by reference in this Registration Statement.

  ITEM 4.    DESCRIPTION OF SECURITIES.

      The class of securities to be offered under this Registration Statement is
  registered under Section 12(b) 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.

                                       3
ITEM 6.    EXHIBITS.

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

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

      4.1      2001 Performance Equity Plan, as amended.

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

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

                                       4
SIGNATURES

      Pursuant to the  requirements  of the  Securities Act of 1933, as amended,
  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 of Spring Valley, State of New York, on
  this 24th day of September 2002.

                                        PHARMACEUTICAL RESOURCES, INC.

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

                                            Kenneth I. Sawyer
                                            President, Chairman and
                                            Chief Executive Officer

      Pursuant to the  requirements  of the  Securities Act of 1933, as amended,
  the following persons in the capacities and on the dates indicated have signed
  below this Registration Statement on Form S-8.

/s/ Kenneth I. Sawyer            Chairman of the Board and    September 24, 2002
---------------------------      Chief Executive Officer
Kenneth I. Sawyer                (PRINCIPAL EXECUTIVE
                                 OFFICER)

/s/ Scott L. Tariff              Executive Vice President     September 24, 2002
---------------------------      and Director
Scott L. Tarriff

/s/ Dennis J. O'Connor           Vice President, Chief        September 24, 2002
---------------------------      Financial Officer and
Dennis J. O'Connor               Secretary (PRINCIPAL
                                 ACCOUNTING AND FINANCIAL
                                 OFFICER)

/s/ Mark Auerbach                Director                     September 24, 2002
---------------------------
Mark Auerbach

/s/ John D. Abernathy            Director                     September 24, 2002
---------------------------
John D. Abernathy

/s/ Peter S. Knight              Director                     September 24, 2002
---------------------------
Peter S. Knight

/s/ Ronald M. Nordmann           Director                     September 24, 2002
---------------------------
Ronald M. Nordmann

/s/ Dr. Arie Gutman              Director                     September 24, 2002
---------------------------
Dr. Arie Gutman

                                       5