8-K

                       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): May 1, 2002


                         PHARMACEUTICAL RESOURCES, INC.
             (Exact name of registrant as specified in its charter)



        NEW JERSEY                File Number 1-10827          22-3122182
(State or other jurisdiction   (Commission File Number)     (I.R.S. Employer
of incorporation or                                         Identification No.)
organization)



One Ram Ridge Road, Spring Valley, New York                         10977
 (Address of principal executive offices)                        (Zip Code)




Registrant's telephone number, including area code: (845) 425-7100



ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
- ------- ----------------------------------------------

      Effective May 1, 2002, we dismissed Arthur Andersen LLP as our independent
public accountants and engaged Deloitte and Touche LLP to serve as our
independent public accountants for fiscal year 2002. The decision to terminate
the engagement of Arthur Andersen was recommended by our audit committee and
approved by our board of directors. Our Quarterly Report on Form 10-Q for the
three months ended March 31, 2002, will be reviewed by Arthur Andersen.

      Arthur Andersen's report on our financial statements for each of the years
ended December 31, 2001 and 2000, did not contain an adverse opinion or a
disclaimer of opinion and was not qualified or modified as to uncertainty, audit
scope or accounting principles.

      During our two fiscal years ended December 31, 2001 and 2000, and the
subsequent interim period through March 31, 2002, there were no disagreements
between us and Arthur Andersen on any matter of accounting principles or
practices, financial statement disclosure or auditing scope or procedure, which
disagreements, if not resolved to the satisfaction of Arthur Andersen, would
have caused it to make reference to the subject matter of the disagreements in
connection with its report.

      During the years ended December 31, 2001 and 2000, and the subsequent
interim period through March 31, 2002, there were no reportable events as
defined in Item 304(a)(1)(v) of Regulation S-K.

      We provided Arthur Andersen with a copy of the foregoing disclosures.
Attached as Exhibit 16.1 is a copy of Arthur Andersen's letter, dated May 6,
2002, stating its agreement with such statements.

      In the years ended December 31, 2001 and 2000 and through the date hereof,
we did not consult Deloitte and Touche with respect to the application of
accounting principles to a specified transaction, either completed or proposed,
or the type of audit opinion that might be rendered on our consolidated
financial statements, or any other matters or reportable events as set forth in
Items 304(a)(2)(i) and (ii) of Regulation S-K.



ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
- ------- ----------------------------------

      (c)  Exhibits

      Exhibit
      Number                         Description of Exhibit
      -------           ---------------------------------------------------
       16.1             Letter of Arthur Andersen LLP, dated May 6, 2002,
                        regarding the change in certifying accountant.

                                        2

                                   SIGNATURES

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


May 6, 2002


                                    PHARMACEUTICAL RESOURCES, INC.
                                    ------------------------------
                                            (Registrant)



                                    /s/ DENNIS J. O'CONNOR
                                    ------------------------------
                                    Dennis J. O'Connor
                                    Vice President, Chief Financial Officer
                                    and Secretary

                                      3

EX-16

 Exhibit 16.1

                               ARTHUR ANDERSEN LLP
                             105 Eisenhower Parkway
                            Roseland, NJ 07068-1099
                                  973-403-6100
                                www.andersen.com




 Office of the Chief Accountant
 Securities and Exchange Commission
 450 Fifth Street, N.W.
 Washington, D.C. 20549

 May 6, 2002

 Dear Sir/Madam:

 We have read the second, third, fourth and fifth paragraphs of Item 4 included
 in the Form 8-K dated May 1, 2002 of Pharmaceutical Resources, Inc. to be filed
 with the Securities and Exchange Commission and are in agreement with the
 statements contained therein.



 Very truly yours,

 /s/  ARTHUR ANDERSEN LLP

 Arthur Andersen LLP