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)


                    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     1,500,000(1)    $49.07(2)      $73,605,000      $5,954.64
value
$0.01 per share

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

      (1)  2,500,000 shares of Common Stock were registered on August 27,
2001 in respect of the 2001 Performance Equity Plan.  1,500,000 shares of
Common Stock were registered on September 24, 2002 in respect of the 2001
Performance Equity Plan, as amended.   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 (the
"Securities Act").  The fee is calculated 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 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 ($6,497.57 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
1,5000,000 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.  2001  Performance  Equity  Plan,  as  amended.   The  earlier
Registration  Statements on Form S-8 filed by the Registrant with the Commission
on August  27,  2001  (File No.  333-68456)  and  September  24,  2002 (File No.
333-100031)  are  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   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 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": "333-106681", "film-number": "03765611"}, "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)

                    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     1,500,000(1)    $49.07(2)      $73,605,000      $5,954.64
value
$0.01 per share

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

      (1)  2,500,000 shares of Common Stock were registered on August 27,
2001 in respect of the 2001 Performance Equity Plan.  1,500,000 shares of
Common Stock were registered on September 24, 2002 in respect of the 2001
Performance Equity Plan, as amended.   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 (the
"Securities Act").  The fee is calculated 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 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 ($6,497.57 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
1,5000,000 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.  2001  Performance  Equity  Plan,  as  amended.   The  earlier
Registration  Statements on Form S-8 filed by the Registrant with the Commission
on August  27,  2001  (File No.  333-68456)  and  September  24,  2002 (File No.
333-100031)  are  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   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 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