As filed with the  Securities  and Exchange Commission via EDGAR on
                                                        November 25, 1998

                                                    Registration No. 33-

                       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
incorporation or organization)                           Identification No.)

                               One Ram Ridge Road
                          Spring Valley, New York 10977
          (Address of principal executive offices, including zip code)

                        1997 DIRECTORS STOCK OPTION PLAN
                            (Full title of the plan)

                           KENNETH I. SAWYER, Chairman
                         Pharmaceutical Resources, Inc.
                               One Ram Ridge Road
                             Spring Valley, NY 10977
                                 (914) 425-7100
                      (Name, address and telephone number,
                   including area code, of agent for service)

                        Copies of all communications to:

                           STEPHEN A. OLLENDORFF, ESQ.
                           Hertzog, Calamari & Gleason
                                 100 Park Avenue
                            New York, New York 10017
                                 (212) 481-9500
================================================================================
                        CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------
                                   Proposed       Proposed 
Title of                           maximum        maximum  
Securities        Amount           offering       aggregate         Amount of   
to be             to be            price per      offering         registration
registered      registered         share(1)       price(2)             fee
--------------------------------------------------------------------------------
Common  
Stock,  
$.01 par  
value           500,000  
per share        shares            $3.66        $1,446,598          $439.00  
--------------------------------------------------------------------------------


     (1) Based upon the market price of the Common Stock, as reported on The New
York Stock  Exchange,  Inc. on November 23, 1998, in accordance with Rule 457(c)
under the Securities Act of 1933, as amended.

     (2) This amount is the sum of (a) the aggregate option price of the 301,000
shares of Common Stock of the Registration  subject to options granted under the
Registrant's 1997 Directors Stock Option Plan and outstanding as of November 23,
1998,  and (b) the assumed  aggregate  option price of the  remaining  shares of
Common  Stock being  registered  hereunder,  based upon the market  price of the
Common Stock of the  Registrant on November 23, 1998,  in accordance  with Rules
457(c) and (h) under the Securities Act of 1933, as amended.

     In  accordance  with the  provisions  of Rule  462  promulgated  under  the
Securities  Act of 1933, as amended,  this  Registration  Statement  will become
effective upon filing with the Securities and Exchange Commission.

     This  Registration  Statement,  including  all  exhibits  and  attachments,
contains 23 pages. The exhibit index may be found on page 8 of the consecutively
numbered pages of the Registration Statement.


<PAGE>
                                     PART II


               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.  Incorporation of Documents by Reference.
         ----------------------------------------

         The  documents  listed  below are  incorporated  by  reference  in this
Registration Statement:

         1. The  Registrant's  Annual  Report on Form 10-K,  for the fiscal year
ended September 30, 1997.

         2. The Registrant's Quarterly Report on Form 10-Q for the quarter ended
December 27, 1997.

         3. The Registrant's Quarterly Report on Form 10-Q for the quarter ended
March 28, 1998.

         4. The Registrant's Quarterly Report on Form 10-Q for the quarter ended
June 27, 1998.

         5. The  Registrant's  Current  Report on Form  8-K,  filed on March 31,
1998.

         6. The Registrant's Current Report on Form 8-K, filed on July 14, 1998.

         7. The  Registrant's  definitive  proxy materials filed on Schedule 14A
filed on May 11, 1998.

         8. The  description  of the Common  Stock,  which is  registered  under
Section 12 of the Securities Exchange Act of 1934, as amended,  contained in the
Registrant's  Registration  Statement on Form 8-B,  including any  amendments or
reports filed for the purpose of updating such description.

         All documents and reports subsequently filed by the Registrant pursuant
to Sections 13(a),  13(c), 14 and 15(d) of the Securities  Exchange Act of 1934,
as amended,  prior to the filing of a  post-effective  amendment which indicates
that all  securities  offered  herein  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 a part hereof from the date of filing
of such documents.


                                      II-2

<PAGE>

ITEM 4.  Description of Securities.
         --------------------------

         Not applicable.

ITEM 5.  Interests of Named Experts.
         --------------------------

         Certain legal matters in connection  with the issuance of the shares of
Common Stock offered hereby have been passed upon for the Registrant by Hertzog,
Calamari & Gleason,  100 Park Avenue, New York, New York 10017,  special counsel
to the Registrant.  Stephen A. Ollendorff, Esq., a consultant to the Registrant,
is of counsel to the firm of  Hertzog,  Calamari & Gleason and a director of the
Registrant.  At November 25,  1998,  he held  options  (vested and  unvested) to
purchase  71,000  shares of Common Stock and owned 2,975  outstanding  shares of
Common Stock.

ITEM 6.  Indemnification of Directors and Officers.
         -----------------------------------------

         Paragraphs VIII and IX of the Registrant's Certificate of Incorporation
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 New Jersey law. Under Article VII of the Registrant's  By-Laws, the
Registrant  shall  indemnify  each director and officer of the Registrant 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
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  indemnify  for such  expenses as such court shall deem
proper.


                                      II-3

<PAGE>
         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 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,  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 of 1933, as amended, may be permitted to officers and directors under any of
the foregoing  provisions,  the Registrant has been informed that in the opinion
of the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act of 1933, as amended,  and is therefore
unenforceable.


ITEM 7.  Exemption from Registration Claimed.
         -----------------------------------

         Not applicable.



                                      II-4

<PAGE>


ITEM 8.  Exhibits.
         --------

Exhibit No.     Description

 4.1            1997 Directors Stock Option Plan

 5.1            Opinion  of  Hertzog,  Calamari  &  Gleason,  special
                counsel  to  the  Registrant,  with  respect  to  the
                legality of the securities being registered hereunder

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

23.2            Consent  of  Hertzog,  Calamari  &  Gleason,  special
                counsel to the  Registrant  (included  in the opinion
                filed as Exhibit 5.1 hereto)

ITEM 9.  Undertakings.
         ------------

         (a) The undersigned Registrant hereby undertakes:

             (1) 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;

                 (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  Statement 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 Securities  Exchange Act of 1934, as amended,  that are  incorporated  by
reference in the Registration Statement.

                                      II-5

<PAGE>

             (2) That,  for the purpose of determining  any liability  under the
Securities Act of 1933, as amended, 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.

         (b) The undersigned  Registrant hereby undertakes that, for purposes of
determining  any liability  under the Securities  Act of 1933, as amended,  each
filing of the  Registrant's  annual report  pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934, as amended (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, as amended),  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 of 1933, as amended, 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.


                                      II-6

<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 Jersey, on this 25th day
of November, 1998.

                                     PHARMACEUTICAL RESOURCES, INC.
                                     (Registrant)


                                      By:Kenneth I. Sawyer
                                         -------------------------------------- 
                                         Kenneth I. Sawyer, President, Chairman
                                          and Chief Executive Officer
                                          (Principal Executive Officer)

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

Signature                     Title                         Date
---------                     -----                         ----


Kenneth I. Sawyer             President, Chairman and       November 25, 1998
---------------------------   Chief Executive Officer
Kenneth I. Sawyer             


Dennis J. O'Connor
---------------------------   Chief Financial Officer       November 25, 1998
Dennis J. O'Connor            and Secretary (Principal 
                              Financial and Accounting 
                              Officer)

Mark Auerbach
---------------------------   Director                      November 25, 1998
Mark Auerbach


Stephen A. Ollendorff
---------------------------   Director                      November 25, 1998
Stephen A. Ollendorff


Anthony S. Tabatznik
---------------------------   Director                      November 25, 1998
Anthony S. Tabatznik


J. Neil Tabatznik
---------------------------   Director                      November 25, 1998
J. Neil Tabatznik


Bernhard Scheuble
---------------------------   Director                      November 25, 1998
Bernhard Scheuble


Klaus H. Jander
---------------------------   Director                      November 25, 1998
Klaus H. Jander

                                      II-7

<PAGE>



                                  Exhibit Index
                                  -------------


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

 4.1              1997 Directors Stock Option Plan                      9

 5.1              Opinion of Hertzog, Calamari & Gleason,              17
                  special counsel to the Registrant, with 
                  respect to the legality of the securities
                  being registered hereunder

23.1              Consent of Arthur Andersen LLP,                      23
                  independent certified public
                  accountants for the Registrant

23.2              Consent of Hertzog, Calamari & Gleason,              17
                  special counsel to the Registrant (included
                  in the opinion filed as Exhibit 5.1 hereto)




                                      II-8
[{"type": "S-8", "sequence": "1", "description": "1997 DIRECTORS STOCK OPTION PLAN", "secsgml_size_bytes": 20729}]
{"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": "333-67949", "film-number": "98759331"}, "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"}}
As filed with the  Securities  and Exchange Commission via EDGAR on
                                                        November 25, 1998

                                                    Registration No. 33-

                       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
incorporation or organization)                           Identification No.)

                               One Ram Ridge Road
                          Spring Valley, New York 10977
          (Address of principal executive offices, including zip code)

                        1997 DIRECTORS STOCK OPTION PLAN
                            (Full title of the plan)

                           KENNETH I. SAWYER, Chairman
                         Pharmaceutical Resources, Inc.
                               One Ram Ridge Road
                             Spring Valley, NY 10977
                                 (914) 425-7100
                      (Name, address and telephone number,
                   including area code, of agent for service)

                        Copies of all communications to:

                           STEPHEN A. OLLENDORFF, ESQ.
                           Hertzog, Calamari & Gleason
                                 100 Park Avenue
                            New York, New York 10017
                                 (212) 481-9500
================================================================================
                        CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------
                                   Proposed       Proposed 
Title of                           maximum        maximum  
Securities        Amount           offering       aggregate         Amount of   
to be             to be            price per      offering         registration
registered      registered         share(1)       price(2)             fee
--------------------------------------------------------------------------------
Common  
Stock,  
$.01 par  
value           500,000  
per share        shares            $3.66        $1,446,598          $439.00  
--------------------------------------------------------------------------------

     (1) Based upon the market price of the Common Stock, as reported on The New
York Stock  Exchange,  Inc. on November 23, 1998, in accordance with Rule 457(c)
under the Securities Act of 1933, as amended.

     (2) This amount is the sum of (a) the aggregate option price of the 301,000
shares of Common Stock of the Registration  subject to options granted under the
Registrant's 1997 Directors Stock Option Plan and outstanding as of November 23,
1998,  and (b) the assumed  aggregate  option price of the  remaining  shares of
Common  Stock being  registered  hereunder,  based upon the market  price of the
Common Stock of the  Registrant on November 23, 1998,  in accordance  with Rules
457(c) and (h) under the Securities Act of 1933, as amended.

     In  accordance  with the  provisions  of Rule  462  promulgated  under  the
Securities  Act of 1933, as amended,  this  Registration  Statement  will become
effective upon filing with the Securities and Exchange Commission.

     This  Registration  Statement,  including  all  exhibits  and  attachments,
contains 23 pages. The exhibit index may be found on page 8 of the consecutively
numbered pages of the Registration Statement.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  Incorporation of Documents by Reference.
         ----------------------------------------

         The  documents  listed  below are  incorporated  by  reference  in this
Registration Statement:

         1. The  Registrant's  Annual  Report on Form 10-K,  for the fiscal year
ended September 30, 1997.

         2. The Registrant's Quarterly Report on Form 10-Q for the quarter ended
December 27, 1997.

         3. The Registrant's Quarterly Report on Form 10-Q for the quarter ended
March 28, 1998.

         4. The Registrant's Quarterly Report on Form 10-Q for the quarter ended
June 27, 1998.

         5. The  Registrant's  Current  Report on Form  8-K,  filed on March 31,
1998.

         6. The Registrant's Current Report on Form 8-K, filed on July 14, 1998.

         7. The  Registrant's  definitive  proxy materials filed on Schedule 14A
filed on May 11, 1998.

         8. The  description  of the Common  Stock,  which is  registered  under
Section 12 of the Securities Exchange Act of 1934, as amended,  contained in the
Registrant's  Registration  Statement on Form 8-B,  including any  amendments or
reports filed for the purpose of updating such description.

         All documents and reports subsequently filed by the Registrant pursuant
to Sections 13(a),  13(c), 14 and 15(d) of the Securities  Exchange Act of 1934,
as amended,  prior to the filing of a  post-effective  amendment which indicates
that all  securities  offered  herein  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 a part hereof from the date of filing
of such documents.

                                      II-2
ITEM 4.  Description of Securities.
         --------------------------

         Not applicable.

ITEM 5.  Interests of Named Experts.
         --------------------------

         Certain legal matters in connection  with the issuance of the shares of
Common Stock offered hereby have been passed upon for the Registrant by Hertzog,
Calamari & Gleason,  100 Park Avenue, New York, New York 10017,  special counsel
to the Registrant.  Stephen A. Ollendorff, Esq., a consultant to the Registrant,
is of counsel to the firm of  Hertzog,  Calamari & Gleason and a director of the
Registrant.  At November 25,  1998,  he held  options  (vested and  unvested) to
purchase  71,000  shares of Common Stock and owned 2,975  outstanding  shares of
Common Stock.

ITEM 6.  Indemnification of Directors and Officers.
         -----------------------------------------

         Paragraphs VIII and IX of the Registrant's Certificate of Incorporation
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 New Jersey law. Under Article VII of the Registrant's  By-Laws, the
Registrant  shall  indemnify  each director and officer of the Registrant 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
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  indemnify  for such  expenses as such court shall deem
proper.

                                      II-3
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 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,  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 of 1933, as amended, may be permitted to officers and directors under any of
the foregoing  provisions,  the Registrant has been informed that in the opinion
of the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act of 1933, as amended,  and is therefore
unenforceable.

ITEM 7.  Exemption from Registration Claimed.
         -----------------------------------

         Not applicable.

                                      II-4
ITEM 8.  Exhibits.
         --------

Exhibit No.     Description

 4.1            1997 Directors Stock Option Plan

 5.1            Opinion  of  Hertzog,  Calamari  &  Gleason,  special
                counsel  to  the  Registrant,  with  respect  to  the
                legality of the securities being registered hereunder

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

23.2            Consent  of  Hertzog,  Calamari  &  Gleason,  special
                counsel to the  Registrant  (included  in the opinion
                filed as Exhibit 5.1 hereto)

ITEM 9.  Undertakings.
         ------------

         (a) The undersigned Registrant hereby undertakes:

             (1) 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;

                 (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  Statement 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 Securities  Exchange Act of 1934, as amended,  that are  incorporated  by
reference in the Registration Statement.

                                      II-5
(2) That,  for the purpose of determining  any liability  under the
Securities Act of 1933, as amended, 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.

         (b) The undersigned  Registrant hereby undertakes that, for purposes of
determining  any liability  under the Securities  Act of 1933, as amended,  each
filing of the  Registrant's  annual report  pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934, as amended (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, as amended),  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 of 1933, as amended, 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.

                                      II-6
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 Jersey, on this 25th day
of November, 1998.

                                     PHARMACEUTICAL RESOURCES, INC.
                                     (Registrant)

                                      By:Kenneth I. Sawyer
                                         -------------------------------------- 
                                         Kenneth I. Sawyer, President, Chairman
                                          and Chief Executive Officer
                                          (Principal Executive Officer)

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

Signature                     Title                         Date
---------                     -----                         ----

Kenneth I. Sawyer             President, Chairman and       November 25, 1998
---------------------------   Chief Executive Officer
Kenneth I. Sawyer             

Dennis J. O'Connor
---------------------------   Chief Financial Officer       November 25, 1998
Dennis J. O'Connor            and Secretary (Principal 
                              Financial and Accounting 
                              Officer)

Mark Auerbach
---------------------------   Director                      November 25, 1998
Mark Auerbach

Stephen A. Ollendorff
---------------------------   Director                      November 25, 1998
Stephen A. Ollendorff

Anthony S. Tabatznik
---------------------------   Director                      November 25, 1998
Anthony S. Tabatznik

J. Neil Tabatznik
---------------------------   Director                      November 25, 1998
J. Neil Tabatznik

Bernhard Scheuble
---------------------------   Director                      November 25, 1998
Bernhard Scheuble

Klaus H. Jander
---------------------------   Director                      November 25, 1998
Klaus H. Jander

                                      II-7
Exhibit Index
                                  -------------

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

 4.1              1997 Directors Stock Option Plan                      9

 5.1              Opinion of Hertzog, Calamari & Gleason,              17
                  special counsel to the Registrant, with 
                  respect to the legality of the securities
                  being registered hereunder

23.1              Consent of Arthur Andersen LLP,                      23
                  independent certified public
                  accountants for the Registrant

23.2              Consent of Hertzog, Calamari & Gleason,              17
                  special counsel to the Registrant (included
                  in the opinion filed as Exhibit 5.1 hereto)

                                      II-8