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) September 5, 1995
                                                 -----------------


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

      New Jersey              1-10827          22-3122182
--------------------------  ------------   ------------------
(STATE OR OTHER JURISDIC-  (COMMISSION     (IRS EMPLOYER
TION OF INCORPORATION)      FILE NUMBER)   IDENTIFICATION NO.)
 

One Ram Ridge Road, Spring Valley, New York           10977
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)           (ZIP CODE)


Registrant's telephone number, including area code (914) 425-7100
                                                  ---------------


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         (FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)

                               Page 1 of 4 Pages

 
ITEM 4.  CHANGES IN CERTIFYING ACCOUNTANT.
----------------------------------------- 

     (a)  During the Registrant's two most recent fiscal years, the Registrant
engaged the accounting firm of Richard A. Eisner & Company, LLP as the
independent accountants to audit its financial statements.  The Registrant has
notified Richard A. Eisner & Company, LLP that effective September 5, 1995 it
will no longer utilize its services as independent accountants.  On September 5,
1995, the Registrant engaged the firm of Arthur Andersen LLP to act as its
independent accountants for the 1995 fiscal year.

     (b)  Registrant's decision to change independent accountants was
recommended and approved by its Audit Committee.

     (c)  Richard A. Eisner & Company, LLP's reports on the Registrant's
financial statements for the past two fiscal years did not contain an adverse
opinion or a disclaimer of opinion nor were they qualified or modified as to
uncertainty, audit scope or accounting principles.

     (d)  There has not occurred, during the two fiscal years ended as of
September 30, 1994, or any subsequent interim period prior to September 5, 1995,
any reportable events (as defined in Item 304(a)(1)(v) of Regulation S-K of the
Securities and Exchange Commission) with respect to Richard A. Eisner & Company,
LLP.

     (e)  In connection with the audits of the Registrant's financial statements
for each of the two fiscal years ended as of September 30, 1994, and in the
subsequent interim period, there were no disagreements with Richard A. Eisner &
Company, LLP on any matters of accounting principles or practices, financial
statement disclosure or auditing scope or procedure, which if not resolved to
the satisfaction of Richard A. Eisner & Company, LLP would have caused Richard
A. Eisner & Company, LLP to make reference to the matter in their report on the
Registrant's financial statements for such periods.

     (f)  The Registrant has requested that Richard A. Eisner & Company, LLP
furnish it with a letter, addressed to the Securities & Exchange Commission,
stating whether it agrees with the statements contained herein, and if not, the
respects in which it does not agree.  A copy of that letter will be filed
supplementally as Exhibit 16 to this Form 8-K.

                               Page 2 of 4 Pages

 
ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
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         AND EXHIBITS.
         ------------ 

Exhibit No.                        Description
-----------                        -----------

    16*                            Letter from Richard A. Eisner & Company,
                                   LLP to the SEC re change in certifying
                                   accountant.
 



__________________

* To be filed by amendment

                               Page 3 of 4 Pages

 
                                   SIGNATURE


     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:  September 8, 1995

                                    PHARMACEUTICAL RESOURCES, INC.



                                    By:_______________________
                                       Robert I. Edinger
                                       Vice President, Chief
                                       Financial Officer and
                                       Secretary

                               Page 4 of 4 Pages