SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON, DC 20549

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                                    FORM 8-K

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

                                October 24, 1997
                         ------------------------------
                                 Date of Report

                         AMERICAN PHARMACEUTICAL COMPANY
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               (Exact name of Registrant as Specified in Charter)

DELAWARE                           33-35153-D                84-1138558
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(State or Other Jurisdiction      (Commission                (IRS Employer
of Incorporation)                 File Number)               Identification No.)

12 DWIGHT PLACE               FAIRFIELD, NEW JERSEY          07004
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(Address of Principal Executive Offices)                    (Zip Code)

                                 (973)-276-1310
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              (Registrant's telephone number, including area code)



Item 5. Other Events

The Company operates primarily through its wholly-owned subsidiary APC, a
repackager and distributor of generic pharmaceuticals and vitamin and mineral
products.

On September 11, 1997, the Leasor of the premises located at 200 Webro Rd.,
Parssipany, NJ obtained a Consent Judgement for Possession and for Immediate
Issuance of Warrant of Removal against the Company and on October 7, 1997, filed
a Notice of Motion to Enforce Settlement Agreement and Enter Default Judgement
in the amount of $379,502 representing past due rent, tax arrearges, interest,
late charges and accelerated damages based on rentals through July, 1998.

The Company moved to occupy a 16,000 square foot building, for the executive
offices, packaging operations and warehouse, located in an industrial park in
Fairfield, New Jersey. The lease for the premises provides for rental payments
in equal monthly installments of $7,333 until the expiration of the lease in
September, 2002. In addition, the Company is required to pay all real estate
taxes and utility expenses associated with the property. The lease may be
renewed for another five year term upon its expiration.

The Company's wholly-owned subsidiary, APC, is in default on certain notes
secured by the assets of APC and has executed an Assignment for the Benefit of
Creditors to Steven Z. Jurista, Esq. as Assignee. This is a Court supervised
liquidation procedure for insolvent corporations under New Jersey Law, N.J.S.A.
2A:19-1 et seq. The assets of APC consist primarily of machinery, equipment,
inventory, and accounts receivable. The assets are subject to security
interests, including a perfected security interest of Belcap Corporation of
approximately $1.5 million.

On October 14, 1997, a Judge for The Superior Court of New Jersey signed an
Order to Show Cause for Emergent Use Pending Sale of Assets and Notice of Sale
of all the assets of APC. The Assignee has accepted an offer, and entered into a
contract with Am Pharm Corp. for the purchase of all of the assets of APC for
the sum of $25,000 subject to the first perfected security interest of Belcap
Corporation, in an amount in excess of $1.5 million, and only if the assets can
be acquired as a going concern. In the interest of full disclosure, please note
that the shareholders of Am Pharm Corp. are also shareholders and principals of
APC, and are therefore "insiders". The Court established November 20, 1997 as
the Return Date for interested parties and creditors to show cause as to why the
Court should not enter an Order authorizing the purchase of assets from the
Assignee.

Management is seeking to attract a new operating entity to merge into the
Company, however, there is no assurance that a new operating entity can be
acquired on acceptable terms.



                                   SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the
Registrant has duly caused this report to be signed in its behalf by the
undersigned thereunto duly authorized.

                             AMERICAN PHARMACEUTICAL COMPANY


DATED October 24, 1997        By: /s/ Christian M. Van Pelt
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                                  Christian M. Van Pelt, Chairman of the Board &
                                  Secretary


DATED October 24, 1997        By: /s/ Alfred C. Bagwell
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                                  Alfred C. Bagwell, President & CEO