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 25, 2003


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



           DELAWARE                  FILE NUMBER 1-10827         22-3122182
(STATE OR OTHER JURISDICTION OF    (COMMISSION FILE NUMBER)   (I.R.S. EMPLOYER
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 5. Other Events.
- ------  ------------

      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, approximately $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, as
amended. The Registrant filed a copy of this press release in its Current Report
on Form 8-K dated September 24, 2003 and the press release attached thereto is
incorporated by reference in its entirety.

      In connection with such offering, on September 25, 2003, the Registrant
issued a press release announcing the pricing of the senior subordinated
convertible notes. The press release is attached hereto as Exhibit 99.1 and
hereby incorporated by reference in its entirety.

Item 7. Financial Statements and Exhibits.
- ------  ---------------------------------

        (c)  Exhibits

        99.1 Press Release dated September 25, 2003 - Pharmaceutical Resources
             Prices $160 Million Senior Subordinated Convertible Notes Offering;
             Purchased Call Options and Sold Warrants Offset Dilution Up to a
             Stock Price of $105.20

                                       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.


September 25, 2003


                                        PHARMACEUTICAL RESOURCES, INC.
                                                (Registrant)



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

                                       3



                                  EXHIBIT INDEX

Exhibit   Description
No.

99.1      Press Release dated September 25, 2003 - Pharmaceutical Resources
          Prices $160 Million Senior Subordinated Convertible Notes Offering;
          Purchased Call Options and Sold Warrants Offset Dilution Up to a Stock
          Price of $105.20

EX-99.1

                                                                    Exhibit 99.1


Contact:
Scott Tarriff
President  and Chief Executive Officer
Pharmaceutical Resources, Inc.
(845) 425-7100



                  PHARMACEUTICAL RESOURCES PRICES $160 MILLION
                 SENIOR SUBORDINATED CONVERTIBLE NOTES OFFERING;
                 PURCHASED CALL OPTIONS AND SOLD WARRANTS OFFSET
                     DILUTION UP TO A STOCK PRICE OF $105.20

SPRING VALLEY, NEW YORK, SEPTEMBER 25, 2003 - Pharmaceutical Resources, Inc.
(NYSE:PRX) announced today the pricing of the private offering of $160 million
aggregate principal amount of its Senior Subordinated Convertible Notes due 2010
to "qualified institutional buyers," pursuant to Rule 144A under the Securities
Act of 1933, as amended. The sale of the notes is expected to close on September
30, 2003. PRX also granted the initial purchasers of the notes a 30-day option
to purchase up to an additional $40 million principal amount of the notes.

The notes will bear interest at a rate of 2.875% per year and will be
convertible into PRX common stock at an initial conversion price of
approximately $88.76 per share (a conversion rate of 11.2660 shares per $1,000
principal amount of notes), upon the occurrence of certain events. The initial
conversion price represents a 35% premium to the closing sale price of PRX
common stock on the New York Stock Exchange on September 24, 2003, which was
$65.75 per share.

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 $39.5 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 $26
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 before and after
the pricing of the notes.

The notes 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 or the shares of common
stock issuable upon conversion 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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