8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (d) OF
THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): December 19, 2005

MYLAN LABORATORIES INC.

(Exact name of registrant as specified in its charter)

Pennsylvania
(State or other jurisdiction of
Incorporation) 1-9114
(Commission File
Number) 25-1211621
(I.R.S. Employer
Identification No.)

1500 Corporate Drive
Canonsburg, PA 15317
(Address of principal executive offices)

(724) 514-1800
(Registrant’s telephone number, including area code)

     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2 (b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4 (c))

Item 3.03. Material Modification to Rights of Security Holders.

     On December 19, 2005, Mylan Laboratories Inc., a Pennsylvania corporation (the “Company”), pursuant to approval by the Company’s Board of Directors, entered into an amendment (the “Amendment”) to the Rights Agreement by and between the Company and American Stock Transfer & Trust Company, dated as of August 22, 1996, as amended as of November 8, 1999, August 13, 2004, September 8, 2004 and December 2, 2004 (as so amended, the “Rights Agreement”). Pursuant to Amendment No. 3 to the Rights Agreement, dated as of September 8, 2004, the threshold at which the Rights (as defined in the Rights Agreement) would become exercisable (the “Rights Threshold”) was temporarily changed to 10%, and pursuant to Amendment No. 4 to the Rights Agreement, dated as of December 2, 2004, the Rights Threshold would revert back to 15% at 12:01 a.m. (New York time) on January 1, 2006. The current Amendment causes the Rights Threshold to remain at 10% only with respect to any Person (as defined in the Rights Agreement) who, prior to the date of the Amendment, has received clearance under the Hart-Scott-Rodino Antitrust Improvements Act, as amended, to acquire a dollar value of Common Shares (as defined in the Rights Agreement) of the Company, which value of Common Shares, if acquired, would otherwise permit acquisition of 10% or more of the Common Shares outstanding on the date of such acquisition. Once such clearance has expired, the Rights Threshold with respect to such Person will revert to 15%. A copy of the Amendment is attached hereto as Exhibit 4.1. The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment.

Item 8.01. Other Events.

     On December 19, 2005, the Company announced that the 2006 annual meeting of shareholders (the “Annual Meeting”) has been scheduled to be held on July 28, 2006. In accordance with Rule 14a-5(f) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Board has determined that proposals to be considered for inclusion in the Company’s proxy statement for the Annual Meeting pursuant to Rule 14a-8 under the Exchange Act must be received by the Company at its principal executive offices on or before February 20, 2006. In addition, in order for a shareholder proposal made outside of Rule 14a-8 under the Exchange Act to be considered “timely” within the meaning of Rule 14a-4(c) of the Exchange Act, such proposal must be received by the Company at its principal executive offices on or before December 29, 2005. Proposals should be directed to the attention of the Secretary, Mylan Laboratories Inc., 1500 Corporate Drive, Canonsburg, Pennsylvania 15317.

Item 9.01. Financial Statements and Exhibits.

(c) Exhibits.

Exhibit No.	Description
4.1	Amendment No. 5 to Rights Agreement, dated December 19, 2005, by and between the registrant and American Stock Transfer & Trust Company.
99.1	Press release of the registrant, dated December 19, 2005.

SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	MYLAN LABORATORIES INC.
Date: December 19, 2005	By:	/s/ Edward J. Borkowski
		Edward J. Borkowski
		Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
4.1	Amendment No. 5 to Rights Agreement, dated December 19, 2005, by and between the registrant and American Stock Transfer & Trust Company.
99.1	Press release of the registrant, dated December 19, 2005.

EX-4.1

Exhibit 4.1

AMENDMENT NO. 5 TO RIGHTS AGREEMENT

     This Amendment No. 5 to Rights Agreement, dated as of December 19, 2005 (this “Amendment”), is entered into by and between Mylan Laboratories Inc., a Pennsylvania corporation (the “Company”), and American Stock Transfer & Trust Company (the “Rights Agent”).

     WHEREAS, the Company and the Rights Agent are party to that certain Rights Agreement dated as of August 22, 1996, as amended as of November 8, 1999, August 13, 2004, September 8, 2004 and December 2, 2004 (as so amended, the “Rights Agreement”);

     WHEREAS, the Board of Directors of the Company has approved and adopted this Amendment at a meeting of the directors duly called and held; and

     WHEREAS, pursuant to and in accordance with Section 27 thereof, the parties desire to further amend the Rights Agreement as set forth in this Amendment.

     NOW, THEREFORE, in consideration of the premises and the mutual agreements set forth herein and in the Rights Agreement, the parties hereto agree as follows:

     1. The proviso in paragraph 1 of Amendment No. 4 to Rights Agreement, dated as of December 2, 2004, is hereby amended and restated in its entirety to read as follows:

“provided, however, that (x) at 12:01 a.m. (New York time) on January 1, 2006, each such reference to 10% shall automatically revert to 15% and (y) until such clearance expires, the foregoing subsection (x) shall not apply to any Person who has received, prior to the date of this Amendment, clearance under the Hart-Scott-Rodino Antitrust Improvements Act, as amended, to acquire a dollar value of Common Shares of the Company, which value of Common Shares otherwise would permit acquisition of 10% or more of the Common Shares outstanding at the time of such acquisition.”

     2. The term “Agreement” as used in the Rights Agreement shall be deemed to refer to the Rights Agreement as amended hereby.

     3. (a) The parties acknowledge and agree that this Amendment is an integral part of the Rights Agreement. Notwithstanding any provision of the Rights Agreement to the contrary, in the event of any conflict between this Amendment and the Rights Agreement or any part of either of them, the terms of this Amendment shall control.

     (b) Except as expressly set forth herein, the terms and conditions of the Rights Agreement are and shall remain in full force and effect and shall be otherwise unaffected hereby.

1

     (c) The Rights Agreement, as amended by this Amendment, sets forth the entire understanding of the parties with respect to the subject matter thereof and hereof.

     (d) This Amendment shall be governed by, interpreted under and construed in accordance with the laws of the Commonwealth of Pennsylvania, without regard to laws that might otherwise govern under applicable conflicts of laws principles.

     (e) This Amendment may be executed in any number of counterparts, each of which shall be an original and all of which shall constitute one and the same document.

2

     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and attested, all as of the day and year first above written.

MYLAN LABORATORIES INC.
By:	/s/ Edward J. Borkowski
Name:		Edward J. Borkowski
Title:		Chief Financial Officer

AMERICAN STOCK TRANSFER & TRUST COMPANY
By:	/s/ Paula Caroppoli
Name:		Paula Caroppoli
Title:		Vice President

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE	CONTACTS: Patrick Fitzgerald Mylan Laboratories Inc. 724.514.1800
	Kris King Mylan Laboratories Inc. 724.514.1800

MYLAN LABORATORIES AMENDS SHAREHOLDER RIGHTS AGREEMENT

— Company Also Sets Date of 2006 Annual Meeting —

PITTSBURGH, PA — December 19, 2005 — Mylan Laboratories Inc. (NYSE: MYL) announced today that its Board of Directors amended the Company’s Shareholder Rights Agreement. Pursuant to prior amendments to the Agreement, the threshold at which the Rights under the Agreement would become exercisable was temporarily reduced to 10%, and would automatically revert back to a 15% threshold on January 1, 2006. After giving effect to the current amendment, the threshold at which the Rights would become exercisable will revert to 15% on January 1, 2006, except with respect to any person or entity who, prior to the date of the amendment, received clearance under the Hart-Scott-Rodino Antitrust Improvements Act to acquire Mylan common stock, which shares, if acquired, would constitute 10% or more of the shares of common stock outstanding on the date of such acquisition. The threshold will remain at 10% with respect to such person or entity and will revert to 15% once such clearance has expired.

Separately, Mylan announced today that its 2006 Annual Meeting of Shareholders has been scheduled to be held on July 28, 2006. The 2005 Annual Meeting of Shareholders, at which all nine director nominees were elected and the selection of Mylan’s independent registered public accounting firm was ratified, was held on October 28, 2005.

About Mylan Laboratories:
Mylan Laboratories Inc. is a leading pharmaceutical company with three principal subsidiaries, Mylan Pharmaceuticals Inc., Mylan Technologies Inc. and UDL Laboratories, Inc., that develop, license, manufacture, market and distribute an extensive line of generic and proprietary products.

For more information about Mylan, visit http://www.mylan.com/.

# # #