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:  August 17, 1995



                                 PUREPAC, INC.                            
               (Exact name of Registrant as specified in charter)


  Delaware                     2-87116                    04-2769995         
(State or other          (Commission File No.)          (IRS Employer
jurisdiction of                                      Identification Number)
incorporation)



           200 Elmora Avenue, Elizabeth, New Jersey         07207    
           (Address of principal executive offices)       (Zip Code)



     Registrant's telephone number, including area code:  (908) 527-9100

                             --------------------      




                
                
                
Item 5.   Other Events


          On August 9, 1995, the Registrant executed a letter of intent 
with its majority stockholder, Faulding Holdings Inc. ("Faulding"), providing 
for Faulding (a) to exchange all of the capital stock of each of Faulding 
Puerto Rico, Inc., a Delaware corporation, Faulding Pharmaceutical Co., a 
Delaware corporation, and Faulding Medical Device Co., a Delaware corporation, 
each a wholly-owned subsidiary of Faulding (collectively, the "Acquired 
Companies"), for 2,253,521 shares of the Registrant's Common Stock, subject 
to adjustment as a result of changes in the net asset value of the Acquired 
Companies from June 30, 1995 through the closing date ("Share Exchange"), 
and (b) to purchase on the closing date of the Share Exchange for an 
aggregate purchase price of $15 million, 150,000 shares of a newly designated 
Class B Preferred Stock, which shall accrue dividends at the rate of 4.5 % 
per annum, have a liquidation preference of $100 per share, plus the amount 
of any accrued but unpaid dividends, and shall be convertible after the first 
anniversary of issuance, at the ratio of 10.433 for one, into shares of 
Purepac Common Stock.

          The proposed transactions described above are subject to a 
number of conditions, including, without limitation, the execution of 
definitive documentation, the approval of the Registrant's stockholders 
and other conditions to closing listed in the letter of intent.  It is 
currently anticipated that the closing will occur on or about 
December 31, 1995.






                                  SIGNATURES


     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 thereunto duly authorized.


Dated: August 17, 1995             PUREPAC, INC.
                                   (registrant)



                              By:  /s/ Richard F. Moldin                        
                                   ---------------------
                                   Richard F. Moldin
                                   President and Chief Executive Officer
 






                              INDEX TO EXHIBITS


Exhibit No.                     Description                           Page 
-----------                     -----------                           ----
     1              Letter of Intent dated August 9, 1995               5
                    between Registrant and Faulding Holdings 
                    Inc.








                                                                 EXHIBIT 1 



                             FAULDING HOLDINGS INC.


                                       August 9, 1995


Purepac, Inc.
200 Elmora Avenue
Elizabeth, New Jersey 07207
Attention: Richard Moldin, Chief Executive Officer

Gentlemen:

     The purpose of this Letter of Intent is to set forth in principle 
     the terms of: 

     (i ) a proposed acquisition by Purepac, Inc., a Delaware corporation 
     ("Purepac"), of all of the issued and outstanding capital shares of  
     the following Delaware corporations (collectively, the "Faulding 
     Companies"), each of which is a wholly owned subsidiary of Faulding 
     Holdings Inc., a Delaware corporation ("Holdings"):

          (A)  Faulding Puerto Rico, Inc.,

          (B)  Faulding Pharmaceutical Co. (formerly Faulding Hospital 
               Products, Inc.), 

          (C)  Faulding Medical Device Co. (formerly DBL Inc.); and
     
     (ii) the proposed sale by Purepac to Holdings of a newly designated 
     class of preferred stock of Purepac.

     1.   Terms of Transaction.  Our current understanding of the proposed 
terms of such acquisition of the Faulding Companies and the issuance and 
sale of such preferred stock (collectively, the "Transaction") is set forth 
in the Memorandum annexed hereto as Exhibit A (the "Memorandum").

     2.   Definitive Agreement.  Our signatures on this Letter  of Intent 
will constitute our mutual consent hereto and to the outline contained in 
the Memorandum.  Following the signing of this Letter of Intent, we will 
complete negotiation of a definitive stock purchase agreement and a 
definitive preferred stock agreement (collectively, the "Definitive 
Agreements") and any other collateral agreements necessary and proper to 
effectuate the Transaction.  


     3.   Exclusivity.  Neither party will negotiate with any third parties 
concerning the subject matter of the Transaction, or any part thereof, at 
any time prior to 5:00 p.m. Eastern 





Standard Time on September 30, 1995, it being understood that the parties 
will use good faith efforts to execute the Definitive Agreements prior to 
such date.  If Holdings and Purepac are unable to negotiate and execute the 
Definitive Agreements by the end of such period, either party, for any reason 
whatever, may terminate negotiations by written notice to the other parties, 
addressed to the address of such parties set forth herein.  Notwithstanding 
the foregoing, following termination, neither party will have any continuing 
liability to the others hereunder, except for breaches occurring under 
Paragraphs 3, 4, 5, 6 and 8 hereunder.

     4.   Limitation on Publicity.  Purepac and Holdings will consult with 
each other before issuing any press release or otherwise making any public 
statements with respect to the Transaction and the matters contemplated 
hereby and none of them shall issue any such press release or make any such 
public statement without the prior consent of the other as to the content 
thereof, except as may be required by law.

     5.   Expenses.  Each of the parties hereto shall pay its own expenses 
incident to the Transaction and the matters contemplated hereby, including 
all fees of their respective attorneys, brokers or finders or financial 
advisers, whether or not the Transaction shall be consummated.

     6.   Additional Information.  Subsequent to the execution of this Letter 
of Intent, and in connection with the negotiation and preparation of the 
Definitive Agreements and related documents, Purepac shall have the right to 
continue to undertake a thorough and complete "due diligence" examination of 
the Faulding Companies.  In connection therewith, Holdings shall continue to 
make available to Purepac all information relating to the Faulding Companies 
which Purepac may reasonably request.  All non-public information so 
furnished by Holdings shall be held by Purepac in strict confidence.

     7.   Notices.  Any notice or other communication to be given hereunder 
shall be in writing and either be delivered personally or be mailed, 
certified or registered mail, postage prepaid, return receipt requested, 
as follows:

          If to Holdings, to:

          Faulding Holdings Inc.
          c/o  Faulding Inc.
          274 Riverside Drive
          Westport, Connecticut 06880
          Attention: Michael R. D. Ashton
                    Chief Executive Officer

          With a copy to:

          F. H. Faulding & Co. Limited
          160 Greenhill Road
          Parkside, South Australia 5063
          Attention: Company Secretary





          If to Purepac:

          Purepac, Inc.
          200 Elmora Avenue
          Elizabeth, New Jersey 07207
          Attention: Richard F. Moldin, Chief Executive Officer

     8.   Intent of Parties.  The agreements set forth in Paragraphs 3, 4, 5, 
6 and 8 of this Letter of Intent  shall be binding legal obligations of the 
parties hereto.  The remaining portions of this Letter of Intent and the 
Memorandum are intended only as guidelines for the future negotiation of  
binding enforceable agreements and are not intended to and shall not 
constitute a binding legal obligation, which shall only arise upon the 
execution and delivery of the Definitive Agreements.  While the concepts 
expressed in the Memorandum represent the mutual understanding of the parties 
to date, it is not intended that the specific language of those provisions 
shall not be negotiable, and the specific terms of the Definitive Agreements 
are finally subject to the mutual approval of all parties thereto. 
Nevertheless, this Letter of Intent and the Memorandum have been entered 
into in good faith and it is contemplated that the parties will continue to 
negotiate in good faith.  This Letter of Intent shall be governed and 
construed in accordance with the laws of the State of  New York applicable to
contracts made and to be performed solely within such State.

     If the foregoing accurately reflects your understanding, please execute 
where indicated below and return to the undersigned. 

                                       Very truly yours,

                                       Faulding Holdings Inc.


                                   By: /s/Michael R.D. Ashton     
                                       ----------------------
                                       Michael R. D. Ashton
                                       Chief Executive Officer



Agreed and Accepted:
Purepac, Inc.

By: /s/Richard F. Moldin           
    --------------------
    Richard F. Moldin
    Chief Executive Officer








                                  EXHIBIT A
                                  ---------
                                      to
                               Letter of Intent
                                 Purepac, Inc
                            Faulding Holdings Inc.

                 MEMORANDUM OF PROVISIONS OF DEFINITIVE AGREEMENTS
                 -------------------------------------------------

     The following is an outline of the provisions intended to be included in 
the Definitive Agreements.  Defined terms in this Memorandum shall have the 
meanings ascribed in the Letter of Intent except as otherwise provided in 
this Memorandum.

     1.   The Transaction. At the closing (the "Closing") of the Transaction:
          
          (a) Purepac will acquire from Holdings all of the issued and 
          outstanding shares of the capital stock of each of the Faulding 
          Companies.  
                                                           
          (b) Holdings will purchase from Purepac for an aggregate of Fifteen 
          Million Dollars ($15,000,000) One Hundred Fifty Thousand (150,000) 
          shares of New Preferred Stock. 

          It is anticipated that the Closing will occur on December 31, 1995.

     2.   Preferred Stock.  As used herein, the term " New Preferred Stock" 
shall mean a newly designated class of preferred stock of Purepac with rights 
and preferences substantially similar to the Class A Preferred Stock of 
Purepac, except that such New Preferred Stock:

          (a) shall have a stated and liquidation value of One Hundred 
          Dollars ($100) per share, 

          (b) shall bear dividends, cumulatively, at the rate of 4.5% per 
          annum of the stated value, to be paid quarterly, and             

          (c)  at the option of the holder thereof, shall be convertible into 
          shares of the common stock of Purepac, at a conversion rate bearing 
          a premium of 8% over the share closing price described in paragraph 
          3 below.
 
     3.   Purchase Price.  

          (a) The purchase price (the " Share Purchase Price") for the shares 
          of the Faulding Companies shall be Twenty Million Dollars 
          ($20,000,000), subject to adjustment at Closing for any variation 
          in the Net Asset Value (excluding tax loss carryforwards) of the 
          Faulding Companies between June 30, 1995 and the Closing Date.  
          As of June 30, 1995, such estimated Net Asset Value (excluding tax 
          loss carryforwards) is Seventeen Million Seven Hundred Thousand 
          




          Dollars ($17,700,000).  The Share Purchase Price shall be payable 
          to Holdings at Closing by delivery of shares of the common stock 
          of Purepac, valued at $8.875 per share, which represents the 
          closing price of the common stock of Purepac as reported on the 
          NASDAQ National Market at the close of business on the date of this 
          Letter of Intent.  Such shares shall not be registered under the 
          Securities Act of 1933, as amended, provided, however, that Holdings 
          shall be granted the right to request such registration, at 
          Purepac's expense, at any time after one year following the issuance
          of such shares.

          (b) The purchase price for each share of the New Preferred Stock 
          shall be the stated value thereof and shall be payable in full in 
          cash by Holdings to Purepac against  the issuance of such shares
          to Holdings at the Closing.

     4.   Additional Provisions.   The Stock Purchase Agreement, the 
Preferred Stock Agreement, and all collateral documents shall contain, among 
other things, such terms, covenants, representations, warranties, disclosure 
provisions, conditions to Closing and indemnification provisions as are 
customary for a transaction of this size and type and as shall be negotiated 
and agreed upon between the parties, including, without limitation, the 
following conditions to Closing:

          (a)  there shall be no material changes in the assets, business or 
          financial condition of the Faulding Companies between the date of 
          execution of the Definitive Agreements and Closing, without the 
          consent of Purchaser; 

          (b)  all material and necessary approvals and consents of 
          governmental authorities and other third parties to the 
          transaction shall have been obtained;

          (c) the stockholders of Purepac, at a meeting of such stockholders 
          to be held not later than January 6, 1996, shall have consented to 
          and approved the Transaction in all material respects; 

          (d)  unless waived by Australian Stock Exchange Ltd., the 
          stockholders of F.H. Faulding & Co. Limited, an Australian company, 
          the sole stockholder of Holdings, prior to January 6, 1996, shall 
          have consented to and approved the Transaction in all material 
          respects; and

          (e)  as of  the date of Closing, all intercompany loans or other 
          indebtedness of the Faulding Companies to Holdings shall have been 
          converted by Holdings to equity in the Faulding Companies and there 
          shall be no outstanding debt due and owing by any of the Faulding 
          Companies to Holdings or any affiliate of Holdings.