As filed with the Securities and Exchange Commission on December ___, 1999.

                          REGISTRATION NO. 333-_______

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933


                        PHARMACEUTICAL FORMULATIONS, INC.
             (Exact Name of Registrant as Specified in Its Charter)

          DELAWARE                                        22-2367644
  (State or Other Jurisdiction of           (I.R.S. Employer Identification No.)
   Incorporation or Organization)

                 460 PLAINFIELD AVENUE, EDISON, NEW JERSEY 08818
               (Address of Principal Executive Offices) (Zip Code)

                             1994 STOCK OPTION PLAN
                            1997 STOCK INCENTIVE PLAN
                            (Full Title of the Plans)

                             Clifford H. Straub, Jr.
                        Pharmaceutical Formulations, Inc.
                              460 Plainfield Avenue
                            EDISON, NEW JERSEY 08818
                     (Name and Address of Agent For Service)

                                 (908) 985-7100
           Telephone Number, Including Area Code for Agent For Service

                        Copies of all correspondence to:
                              David W. Lowden, Esq.
                          Stroock & Stroock & Lavan LLP
                                 180 Maiden Lane
                            New York, New York 10038
                                 (212) 806-6187

                                                     (CONTINUED ON NEXT PAGE)

<PAGE>

(CONTINUATION OF COVER PAGE)
<TABLE>
<CAPTION>

                                          CALCULATION OF REGISTRATION FEE

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

                                                 Proposed Maximum      Proposed Maximum
 Title of Securities To         Amount To        Offering Price Per     Aggregate Offering         Amount of
     Be Registered            Be Registered         Share (1)              Price (1)           Registration Fee
================================================================================================================

<S>                           <C>                    <C>                   <C>                    <C>
Common Stock,                 500,000 shares (2)     $0.22                 $110,000                $29.04
$.08 par value

Common Stock,                 200,000 shares (3)     $0.22                 $ 44,000                $11.62
$0.8 par value
================================================================================================================
Total                         700,000                $0.22                 $144,000                $40.66
================================================================================================================

(1)     Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(h), based
        on the average of the bid and asked prices on December 22, 1999.

(2)     Consists of 500,000 additional shares of Common Stock of the Registrant which are issuable
        upon exercise of options which have been granted or will be granted under the 1994
        Stock Option Plan.

(3)     Consists of 200,000 shares of Common Stock of the Registrant which may be issued pursuant
        to the 1997 Stock Incentive Plan.
</TABLE>

<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

          This Registration Statement on Form S-8 of Pharmaceutical
Formulations, Inc. a Delaware corporation (the "Registrant"), covers 700,000
shares of common stock, par value $.08 per share, of the Registrant (the "Common
Stock") consisting of an additional 500,000 shares reserved for issuance under
the Registrant's 1994 Stock Option Plan and 200,000 shares reserved for issuance
under the 1997 Stock Incentive Plan.

ITEM 1.     PLAN INFORMATION

          The documents containing the information specified in this Part I will
be sent or given to participants, as specified by Rule 428(b)(1) promulgated
under the Securities Act of 1933, as amended (the "Securities Act"). Such
documents will not be filed with the Securities and Exchange Commission (the
"Commission") either as part of this Registration Statement or as prospectuses
or prospectus supplements pursuant to Rule 424 under the Securities Act. These
documents and the documents incorporated by reference in the Registration
Statement pursuant to Item 3 of Part II of this Form S-8, taken together,
constitute a prospectus that meets the requirements of Section 10(a) of the
Securities Act. See Rule 428(a)(1) under the Securities Act.

ITEM 2.   REGISTRANT INFORMATION AND EMPLOYEE PLAN INFORMATION

            (OMITTED PURSUANT TO PROCEDURE DESCRIBED IN ITEM 1 ABOVE)

<PAGE>
                                     PART II

                           INFORMATION REQUIRED IN THE
                             REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE

          The following documents filed with the Commission by the Registrant
(Commission File No. 0-5860) are incorporated herein by reference:

          (a) The Registrant's Annual Report on Form 10-K for the fiscal year
              ended July 3, 1999.

          (b) The Registrant's Quarterly Reports on Form 10-Q for the quarter
              ended October 2, 1999;

          (c) The Registrant's Current Reports on Forms 8-K dated June 15, 1999
              and July 14, 1999; and

          (d) The description of the Common Stock which is contained in the
              Registrant's Registration Statement on Form 8-A, filed on
              November 3, 1983, filed to register such Common Stock pursuant to
              Section 12(g) of the Securities Exchange Act of 1934, as amended
              (the "Exchange Act").

          All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of filing
of such documents.

ITEM 4.   DESCRIPTION OF SECURITIES

          (Not applicable)

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL

          (Not applicable)

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS

          The Registrant's Certificate of Incorporation provides that the
Corporation shall, to the fullest extent permitted by Section 145 of the General
Corporation Law of the State of Delaware, as the same may be amended and
supplemented, indemnify any and all persons whom it shall have power to
indemnify under said section from and against any and all of the expenses,
liabilities or other matters referred to in or covered by said section. Such
indemnification shall not be deemed exclusive of any other rights to which those
indemnified may be entitled under any By-Law, agreement, vote of stockholders or
disinterested directors or otherwise, both as to action in the person's official
capacity and as to action in another capacity while holding such office, and
shall continue as to a person who has ceased to be director, officer, employee
or agent and shall inure to the benefit of the heirs, executors and
administrators of such a person. The Corporation shall provide for the advance
payment of all indemnified expenses. The Registrant's Certificate of
Incorporation also contains provisions limiting or eliminating a director's
personal liability to the Registrant or its stockholders for damages arising
from any breach of the director's duty to the Registrant, except in specified
circumstances. Delaware General Corporation Law Section 145, sets forth the
indemnification permitted under Delaware law.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED

          (Not Applicable)

ITEM 8.   EXHIBITS

          EXHIBIT NO.       DESCRIPTION

          5.1               Opinion of Stroock & Stroock & Lavan LLP with
                            respect to the shares of Common Stock registered
                            hereunder.

          24.1              Consent of Counsel to be named in the Registration
                            Statement.  Reference is made to Exhibit 5.1 to this
                            Registration Statement which contains a copy of this
                            Consent.

          24.2              Consent of BDO Seidman LLP to be named in the
                            Registration Statement.

ITEM 9.   UNDERTAKINGS

          (a) The 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;

               (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 that are incorporated by reference in the
registration statement.

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

          (4) If the registrant is a foreign private issuer, to file a
post-effective amendment to the registration statement to include any financial
statements required by Rule 3-19 of Regulation S-X at the start of any delayed
offering or throughout a continuous offering.

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

<PAGE>

                                   SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933, 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 City of New York, State of New York, on the 22nd day of
December, 1999.

                                PHARMACEUTICAL FORMULATIONS, INC.

                                By: /S/ CLIFFORD H. STRAUB, JR.
                                    ------------------------------------------
                                Clifford Straub, Senior Vice President-Chief
                                 Administrative Officer, Chief Financial Officer

          Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated. Each person whose signature appears below does hereby make,
constitute and appoint Charles LaRosa and Clifford H. Straub, Jr. and each of
them, his true and lawful attorneys and attorney and agents or agent with full
power and authority on his behalf to execute and file with the Securities and
Exchange Commission any amendment or amendments, including post-effective
amendments, to this registration statement, and he does hereby ratify and
confirm all his said attorneys or attorney and agents or agent may do or cause
to be done by virtue hereof.


SIGNATURE                        TITLE                                DATE

/S/ CHARLES LAROSA            President (Principal Executive   December 22, 1999
---------------------------   Officer) and Director
Charles LaRosa

/S/ CLIFFORD H. STRAUB, JR.   Senior Vice President-Chief      December 22, 1999
---------------------------   Administrative Officer, Chief
Clifford Straub               Financial Officer (Principal Financial
                              Officer and Principal Accounting
                              Officer)

/S/ RAY CHEESMAN              Director                         December 22, 1999
----------------------------
Ray Cheesman

----------------------------  Director
John L. Oram


<PAGE>

                                  EXHIBIT INDEX


EXHIBIT
NUMBER                       DESCRIPTION

5.1                          Opinion of Counsel.

24.2                         Consent of BDO Seidman LLP
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 15527}]
{"company-data": {"conformed-name": "PHARMACEUTICAL FORMULATIONS INC", "cik": "0000353827", "assigned-sic": "2834", "irs-number": "222367644", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-93503", "film-number": "99779735"}, "business-address": {"street1": "460 PLAINFIELD AVE", "city": "EDISON", "state": "NJ", "zip": "08818", "phone": "9089857100"}, "mail-address": {"street2": "460 PLAINFIELD AVE", "city": "EDISON", "state": "NJ", "zip": "08818"}, "former-company": {"former-conformed-name": "PHARMACONTROL CORP", "date-changed": "19920703"}}
As filed with the Securities and Exchange Commission on December ___, 1999.

                          REGISTRATION NO. 333-_______

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                        PHARMACEUTICAL FORMULATIONS, INC.
             (Exact Name of Registrant as Specified in Its Charter)

          DELAWARE                                        22-2367644
  (State or Other Jurisdiction of           (I.R.S. Employer Identification No.)
   Incorporation or Organization)

                 460 PLAINFIELD AVENUE, EDISON, NEW JERSEY 08818
               (Address of Principal Executive Offices) (Zip Code)

                             1994 STOCK OPTION PLAN
                            1997 STOCK INCENTIVE PLAN
                            (Full Title of the Plans)

                             Clifford H. Straub, Jr.
                        Pharmaceutical Formulations, Inc.
                              460 Plainfield Avenue
                            EDISON, NEW JERSEY 08818
                     (Name and Address of Agent For Service)

                                 (908) 985-7100
           Telephone Number, Including Area Code for Agent For Service

                        Copies of all correspondence to:
                              David W. Lowden, Esq.
                          Stroock & Stroock & Lavan LLP
                                 180 Maiden Lane
                            New York, New York 10038
                                 (212) 806-6187

                                                     (CONTINUED ON NEXT PAGE)
(CONTINUATION OF COVER PAGE)
CALCULATION OF REGISTRATION FEE

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

                                                 Proposed Maximum      Proposed Maximum
 Title of Securities To         Amount To        Offering Price Per     Aggregate Offering         Amount of
     Be Registered            Be Registered         Share (1)              Price (1)           Registration Fee
================================================================================================================
Common Stock,                 500,000 shares (2)     $0.22                 $110,000                $29.04
$.08 par value

Common Stock,                 200,000 shares (3)     $0.22                 $ 44,000                $11.62
$0.8 par value
================================================================================================================
Total                         700,000                $0.22                 $144,000                $40.66
================================================================================================================

(1)     Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(h), based
        on the average of the bid and asked prices on December 22, 1999.

(2)     Consists of 500,000 additional shares of Common Stock of the Registrant which are issuable
        upon exercise of options which have been granted or will be granted under the 1994
        Stock Option Plan.

(3)     Consists of 200,000 shares of Common Stock of the Registrant which may be issued pursuant
        to the 1997 Stock Incentive Plan.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

          This Registration Statement on Form S-8 of Pharmaceutical
Formulations, Inc. a Delaware corporation (the "Registrant"), covers 700,000
shares of common stock, par value $.08 per share, of the Registrant (the "Common
Stock") consisting of an additional 500,000 shares reserved for issuance under
the Registrant's 1994 Stock Option Plan and 200,000 shares reserved for issuance
under the 1997 Stock Incentive Plan.

ITEM 1.     PLAN INFORMATION

          The documents containing the information specified in this Part I will
be sent or given to participants, as specified by Rule 428(b)(1) promulgated
under the Securities Act of 1933, as amended (the "Securities Act"). Such
documents will not be filed with the Securities and Exchange Commission (the
"Commission") either as part of this Registration Statement or as prospectuses
or prospectus supplements pursuant to Rule 424 under the Securities Act. These
documents and the documents incorporated by reference in the Registration
Statement pursuant to Item 3 of Part II of this Form S-8, taken together,
constitute a prospectus that meets the requirements of Section 10(a) of the
Securities Act. See Rule 428(a)(1) under the Securities Act.

ITEM 2.   REGISTRANT INFORMATION AND EMPLOYEE PLAN INFORMATION

            (OMITTED PURSUANT TO PROCEDURE DESCRIBED IN ITEM 1 ABOVE)
PART II

                           INFORMATION REQUIRED IN THE
                             REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE

          The following documents filed with the Commission by the Registrant
(Commission File No. 0-5860) are incorporated herein by reference:

          (a) The Registrant's Annual Report on Form 10-K for the fiscal year
              ended July 3, 1999.

          (b) The Registrant's Quarterly Reports on Form 10-Q for the quarter
              ended October 2, 1999;

          (c) The Registrant's Current Reports on Forms 8-K dated June 15, 1999
              and July 14, 1999; and

          (d) The description of the Common Stock which is contained in the
              Registrant's Registration Statement on Form 8-A, filed on
              November 3, 1983, filed to register such Common Stock pursuant to
              Section 12(g) of the Securities Exchange Act of 1934, as amended
              (the "Exchange Act").

          All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of filing
of such documents.

ITEM 4.   DESCRIPTION OF SECURITIES

          (Not applicable)

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL

          (Not applicable)

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS

          The Registrant's Certificate of Incorporation provides that the
Corporation shall, to the fullest extent permitted by Section 145 of the General
Corporation Law of the State of Delaware, as the same may be amended and
supplemented, indemnify any and all persons whom it shall have power to
indemnify under said section from and against any and all of the expenses,
liabilities or other matters referred to in or covered by said section. Such
indemnification shall not be deemed exclusive of any other rights to which those
indemnified may be entitled under any By-Law, agreement, vote of stockholders or
disinterested directors or otherwise, both as to action in the person's official
capacity and as to action in another capacity while holding such office, and
shall continue as to a person who has ceased to be director, officer, employee
or agent and shall inure to the benefit of the heirs, executors and
administrators of such a person. The Corporation shall provide for the advance
payment of all indemnified expenses. The Registrant's Certificate of
Incorporation also contains provisions limiting or eliminating a director's
personal liability to the Registrant or its stockholders for damages arising
from any breach of the director's duty to the Registrant, except in specified
circumstances. Delaware General Corporation Law Section 145, sets forth the
indemnification permitted under Delaware law.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED

          (Not Applicable)

ITEM 8.   EXHIBITS

          EXHIBIT NO.       DESCRIPTION

          5.1               Opinion of Stroock & Stroock & Lavan LLP with
                            respect to the shares of Common Stock registered
                            hereunder.

          24.1              Consent of Counsel to be named in the Registration
                            Statement.  Reference is made to Exhibit 5.1 to this
                            Registration Statement which contains a copy of this
                            Consent.

          24.2              Consent of BDO Seidman LLP to be named in the
                            Registration Statement.

ITEM 9.   UNDERTAKINGS

          (a) The 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;

               (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 that are incorporated by reference in the
registration statement.

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

          (4) If the registrant is a foreign private issuer, to file a
post-effective amendment to the registration statement to include any financial
statements required by Rule 3-19 of Regulation S-X at the start of any delayed
offering or throughout a continuous offering.

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

          Pursuant to the requirements of the Securities Act of 1933, 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 City of New York, State of New York, on the 22nd day of
December, 1999.

                                PHARMACEUTICAL FORMULATIONS, INC.

                                By: /S/ CLIFFORD H. STRAUB, JR.
                                    ------------------------------------------
                                Clifford Straub, Senior Vice President-Chief
                                 Administrative Officer, Chief Financial Officer

          Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated. Each person whose signature appears below does hereby make,
constitute and appoint Charles LaRosa and Clifford H. Straub, Jr. and each of
them, his true and lawful attorneys and attorney and agents or agent with full
power and authority on his behalf to execute and file with the Securities and
Exchange Commission any amendment or amendments, including post-effective
amendments, to this registration statement, and he does hereby ratify and
confirm all his said attorneys or attorney and agents or agent may do or cause
to be done by virtue hereof.

SIGNATURE                        TITLE                                DATE

/S/ CHARLES LAROSA            President (Principal Executive   December 22, 1999
---------------------------   Officer) and Director
Charles LaRosa

/S/ CLIFFORD H. STRAUB, JR.   Senior Vice President-Chief      December 22, 1999
---------------------------   Administrative Officer, Chief
Clifford Straub               Financial Officer (Principal Financial
                              Officer and Principal Accounting
                              Officer)

/S/ RAY CHEESMAN              Director                         December 22, 1999
----------------------------
Ray Cheesman

----------------------------  Director
John L. Oram
EXHIBIT INDEX

EXHIBIT
NUMBER                       DESCRIPTION

5.1                          Opinion of Counsel.

24.2                         Consent of BDO Seidman LLP