8-K

                      SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, DC 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):  September 24, 2003


                        PHARMACEUTICAL RESOURCES, INC.
            (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)



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



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

          (c) Exhibits

          99.1 Press Release of Pharmaceutical Resources dated September 24,
               2003.

          99.2 Excerpt from Preliminary Offering Memorandum.

ITEM 9.  REGULATION FD DISCLOSURE.
- ------   ------------------------

          The information in this Current Report is being furnished and shall
not be deemed "filed" for the purposes of Section 18 of the Securities Exchange
Act of 1934, as amended, or otherwise subject to the liabilities of that
Section. The information in this Current Report shall not be incorporated by
reference into any registration statement or other document pursuant to the
Securities Act of 1933, except as shall be expressly set forth by specific
reference in such filing.

          On September 24, 2003, Pharmaceutical Resources, Inc. (the
"Registrant") issued a press release announcing that it intends to offer,
subject to market and other conditions, $150 million aggregate principal amount
of senior subordinated convertible notes due 2010 through an offering to
qualified institutional buyers pursuant to Rule 144A under the Securities Act of
1933. The press release is attached hereto as Exhibit 99.1 and hereby
incorporated by reference in its entirety.

          In connection with the offering described above, the Registrant
disclosed certain "Recent Developments" in a Preliminary Offering Memorandum
(the "Excerpt"). The Excerpt has been filed as Exhibit 99.2 to this Current
Report on Form 8-K.

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                                   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.


September 24, 2003


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



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

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EXHIBIT INDEX

Exhibit No.                   Description

99.1         Press Release of Pharmaceutical Resources dated September 24, 2003.

99.2         Excerpt from Preliminary Offering Memorandum.

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EX-99.1

                                                                    Exhibit 99.1


            PHARMACEUTICAL RESOURCES ANNOUNCES PROPOSED $150 MILLION
                 SENIOR SUBORDINATED CONVERTIBLE NOTES OFFERING

SPRING VALLEY, NEW YORK, SEPTEMBER 24, 2003 - Pharmaceutical Resources, Inc.
(NYSE:PRX) announced today its intention to sell, subject to market and other
conditions, $150 million aggregate principal amount of its Senior Subordinated
Convertible Notes due 2010 in a private, unregistered offering to "qualified
institutional buyers," pursuant to Rule 144A under the Securities Act of 1933,
as amended. We intend to grant the initial purchasers the option to purchase an
additional $30 million aggregate principal amount of the notes. The notes will
be convertible into shares of PRX's common stock.

If consummated, PRX intends to use the net proceeds from the offering to support
the expansion of its business, including entering into product license
arrangements and possibly acquiring complementary businesses and products, and
for general corporate purposes.

PRX also intends to use approximately $37 million of the net proceeds to
purchase call options with respect to its common stock from an affiliate of one
of the initial purchasers, which call options are intended to mitigate the
dilution from any conversion of the notes. The cost of the call options will be
partially offset by PRX's sale of warrants to acquire common stock of PRX to
such affiliate of the initial purchaser, for approximately $25 million. In
connection with these transactions, it is anticipated that such affiliate will
take positions in PRX's common stock in secondary market transactions and/or
enter into various derivative transactions either before or after the pricing of
the notes.

The notes will be offered only to "qualified institutional buyers", in
accordance with Rule 144A under the Securities Act of 1933. The notes to be
offered and the shares of common stock issuable upon conversion of the notes
will not be registered under the Securities Act of 1933 or the securities or
blue sky laws of any other jurisdiction and, unless registered, may not be
offered or sold except pursuant to an exemption from the registration
requirements of the Securities Act and the applicable securities laws of any
other jurisdictions. This press release does not constitute an offer to sell or
the solicitation of an offer to buy any of the notes.

Pharmaceutical Resources, Inc. is a holding company that, through its wholly
owned subsidiary, Par Pharmaceutical, Inc., develops, manufactures and
distributes generic pharmaceuticals. Through its FineTech subsidiary, PRX also
develops and utilizes synthetic chemical processes to design and develop
intermediate ingredients used in the production of finished products for the
pharmaceutical industry. For press releases and other company information, visit
www.parpharm.com.

                Safe Harbor Regarding Forward-Looking Statements

Certain statements contained in this press release may be forward-looking
statements under federal securities laws. PRX intends that any forward-looking
statements be subject to the safe-harbor created by those laws. Such statements
reflect the current views of PRX with respect to future events and are subject
to certain risks, uncertainties and assumptions. Although PRX believes that the
expectations reflected in such forward-looking statements are reasonable, should
one or more of these risks or uncertainties materialize, or should underlying
assumptions prove incorrect, actual future results or events may vary materially
from those described herein.


The forward-looking statements include, but are not limited to, (i) the
expectation that PRX will issue the notes, (ii) the expectations regarding use
of the net proceeds from this offering and (iii) the expectation that the call
options PRX intends to purchase will mitigate the potential dilution from any
conversion of the notes. PRX cautions that these statements are qualified by
important factors that could cause actual results to differ materially from
those reflected by the forward-looking statements. Such factors include, but are
not limited to, (a) the market for convertible debt instruments, (b) the
interest rate environment and (c) the outcome of current and/or future
litigation or regulatory actions in which PRX is involved. Additional
information on these and other factors is contained in PRX's Annual Report on
Form 10-K for the year ended December 31, 2002 and our other periodic filings
with the Securities and Exchange Commission. PRX assumes no obligation to update
the forward-looking statements contained in this press release.

                                    # # # # #

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EX-99.2

                                                                    Exhibit 99.2

                               RECENT DEVELOPMENTS

     In February 2003, Abbott Laboratories, Fornier Industrie et Sante and
Laboratoires Fournier S.A. filed a complaint in the United States District Court
for the District of New Jersey against Par, alleging that Par's generic version
of TriCor(R) (fenofibrate) infringes on one or more claims of their patents. Par
intends to defend vigorously this lawsuit and has filed an answer and a
counterclaim, alleging non-infringement and patent invalidity.

     Par and Nortec Development Associates, Inc. (a subsidiary of Glatt GmbH),
or Nortec, entered into a binding agreement in principle, dated March 3, 2003,
subject to final negotiation and execution of a definitive agreement, in which
the two companies will develop additional products that are not part of the two
current agreements between Par and Nortec. During the first two years of this
arrangement with Nortec, Par will be obligated to make initial research and
development payments to Nortec in the aggregate amount of $3 million, or the
Initial Payments, of which $500,000 has already been paid. On or before the
second anniversary of the definitive agreement, Par has the option either to (i)
terminate the arrangement with Nortec or (ii) acquire all of the capital stock
of Nortec within the two-year period thereafter, including the first 50% of the
capital stock of Nortec over the third and fourth years of the agreement for $4
million, and the remaining capital stock of Nortec at the end of such fourth
year for an additional purchase price of $11 million. If Par were to terminate
the definitive agreement on or before its second anniversary, Par would be
obligated to continue making any remaining Initial Payments and to pay any
research and development costs of the products subject to the definitive
agreement in excess of the Initial Payments. The remaining terms of the
agreement are expected to be finalized in the third quarter of 2003.

     In May 2003, Asahi Glass Co., or Asahi Glass, filed a complaint in the
United States District Court for the Northern District of Illinois against
GlaxoSmithKline, or GSK (and affiliated entities), Pentech Pharmaceuticals,
Inc., or Pentech, and Par alleging, among other things, violations of state and
federal antitrust laws arising out of (i) the settlement, or the GSK Settlement,
reached in April 2003 among Pentech, Par and GSK of their patent litigation
involving Pentech's proposed generic version of GSK's anti-depressant Paxil(R)
(paroxetine hydrochloride) and (ii) the related license and supply agreement, or
the GSK Supply Agreement, between GSK and Par. Pentech had previously granted
Par rights under Pentech's Abbreviated New Drug Application, or ANDA, for
paroxetine hydrochloride capsules. Par has denied any wrongdoing in connection
with this action and filed a motion to dismiss the complaint on August 22, 2003.
In the event that the action continues after the court's determination of the
motion to dismiss, Par intends to defend vigorously this action and may assert
counterclaims against Asahi Glass and claims against third parties.

     On July 16, 2003, we announced that the United States District Court for
the Central District of California had granted summary judgment of
non-infringement against ICN Pharmaceuticals Inc., or ICN, in favor of Three
Rivers Pharmaceutical LLC, or Three Rivers, regarding ribavirin, Three Rivers'
generic version of Schering-Plough Pharmaceutical's, or Schering-Plough,
Rebetol(R). Three Rivers had earlier reached a settlement of its patent
litigation with Schering-Plough. The district court determined that Three
Rivers' ribavirin product does not infringe any of the three patents asserted by
ICN in the litigation. ICN may appeal the court decision, but the court's



decision appears to resolve the remaining patent issues involved in obtaining
FDA approval of the ANDA filed by Three Rivers in respect of ribavirin. Par has
exclusive distribution rights to Three Rivers' ribavirin product. The FDA has
not announced whether a generic 180-day exclusivity period will be awarded
solely to one of Three Rivers' two generic competitors involved in the lawsuit
or to Three Rivers jointly with one or both of the two other generic competitors
involved in the lawsuit.

     In August 2003, Teva Pharmaceuticals USA, Inc., or Teva USA, an affiliate
of one of our competitors, Teva Pharmaceutical Industries Limited, filed a
lawsuit against PRX and Par in the United States District Court for the District
of Delaware, after having received approval from the FDA to launch a generic
version of Bristol-Myers Squibb's, or BMS, Megace(R), which generic product will
compete with our megestrol acetate oral suspension product. In the lawsuit, Teva
USA seeks a declaration that its product has not and will not infringe any of
Par's four patents relating to megestrol acetate oral suspension. We intend to
defend vigorously this lawsuit and, on August 22, 2003, filed an answer and a
counterclaim.

     In August 2003, two of our generic competitors, Mylan Laboratories Inc., or
Mylan, and Sandoz (Novartis Generics), each launched the sale of omeprazole, the
generic equivalent of Astra Zeneca Pharmaceutical's Prilosec(R). Mylan and
Kremers Urban Development Co., or KUDCo, a subsidiary of Schwarz Pharma AG of
Germany, have commenced litigation against each other regarding ownership of the
omeprazole patent. We are party to a profit sharing agreement with Genpharm
Inc., or Genpharm, under which we receive a percentage of the profit Genpharm
receives in respect of sales of omeprazole by KUDCo pursuant to an agreement
that it has with KUDCo. In addition, on September 15, 2003, Proctor & Gamble
announced its launch of Prilosec OTC. We expect its sales of this
over-the-counter version of Prilosec to cause a further decline in our
omeprazole revenues. We now expect that our share of profits from the sale of
omeprazole for the second half of 2003 will be approximately $2.5 million, as
compared to the $7.0 million we previously announced.

     On August 21, 2003, Par entered into an agreement with Mead Johnson &
Company, or Mead, and BMS, through which Mead licenses the use of the Megace(R)
trade name in connection with a potential new product being developed by Par. If
successfully developed, the new product is expected to increase Par's megestrol
oral suspension business. Under the terms of the agreement, Par will provide
funding to support BMS's active promotion of Megace O/S(R) (megestrol acetate
oral suspension) brand during the remainder of 2003 and throughout 2004 to help
retain its brand awareness among physicians. Megace O/C(R) is indicated for the
treatment of anorexia and cachexia, the unexplained weight loss in patients
diagnosed with acquired immune deficiency syndrome (AIDS). Par also will make
certain payments to Mead, including royalties, based on the net sales of the new
product.

     Under the GSK Settlement, Par was granted the right to distribute generic
paroxetine immediate-release tablets, manufactured by a GSK subsidiary, in the
United States if another generic version fully substitutable for Paxil becomes
available for purchase in the United States. On September 8, 2003, another
generic drug manufacturer, Apotex Pharmaceutical Healthcare, Inc., or Apotex,
launched a generic version of Paxil. On the same day, we announced that Par

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would immediately begin shipping 10 mg, 20 mg, 30 mg and 40 mg dosages of
immediate release paroxetine tablets. In accordance with the GSK Settlement and
a November 2001 supply agreement between Pentech and Par, as amended, Par must
pay certain royalties to GSK and Pentech on sales of these tablets. As a result
of these arrangements, we expect that our gross margin as a percentage of the
sales of the generic version of Paxil will be approximately 25% to 29%, which
are significantly lower than our historical average gross margin as a percentage
of the sales for our other products generally. The GSK Settlement also provides
that our right to distribute GSK's generic version of Paxil in the United States
will be suspended if at any time there is not another generic version fully
substitutable for Paxil available for purchase in the United States. Although it
has not sought a temporary injunction to prevent the distribution by Apotex, GSK
has sued Apotex for patent infringement and is currently appealing a district
court decision adverse to GSK.

     In September 2003, Apotex and one of its subsidiaries, TorPharm Inc.,
indicated to us that they intend to file a complaint against Par in the federal
district court in the Eastern District of Pennsylvania alleging violations of
state and federal antitrust laws as a result of the GSK Settlement and the GSK
Supply Agreement. Par intends to defend vigorously this action if brought, and
might assert counterclaims against Apotex and claims against third parties.

     On September 16, 2003, Scott Tarriff, formerly our Executive Vice President
and the President and Chief Executive Officer of Par, was selected by our board
of directors as our President and Chief Executive Officer, effective
immediately. Kenneth I. Sawyer, our former Chairman, President and Chief
Executive Officer, had retired effective July 1, 2003 and resigned as a member
of our board of directors effective September 16, 2003. Additionally, on
September 16, 2003, Mark Auerbach, formerly our lead outside director, was
selected by our board of directors to be the Executive Chairman of our board of
directors.

     On September 24, 2003, we intend to notify General Electric Capital
Corporation, or GECC, that we are terminating the credit facility that we had
entered into with it in December 1996. At the time of the notice, there will be
no borrowed funds outstanding under the GECC credit facility.

     While our third fiscal quarter has not ended, based on our results for the
first two fiscal months in the quarter and sales data to date for the last
fiscal month in the quarter, we expect that for the third quarter, excluding the
sales of the generic form of Paxil, our total revenues will be approximately
$115 to $120 million and our gross margin as a percentage of sales will be
approximately 46% to 49%. The decline in gross margin percentage from the second
fiscal quarter of 2003 will be due, in part, to the decrease in revenues from
the sale of omeprazole described above. We have excluded the sales of the
generic form of Paxil because we have only recently begun shipping the product.

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