SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                ---------------

                                   FORM 10-Q


(mark one)

[X]  Quarterly Report Pursuant to Section 13 or 15(d) of The Securities Exchange
     Act of 1934 for the Quarter Ended December 31, 1995.

[ ]  Transition  Report  Pursuant  to  Section  13 or  15(d)  of The  Securities
     Exchange Act of 1934.

                          Commission File Number 1-8867


                           BIOCRAFT LABORATORIES, INC.
             (Exact name of Registrant as specified in its charter)


           Delaware                                               22-1734359
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                               Identification No.)

            18-01 River Road
             Fair Lawn, NJ                                          07410
(Address of principal executive offices)                          (Zip Code)

Registrant's telephone number, including area code:  (201) 703-0400

    Indicate  by check  mark  whether  the  registrant  (1) has  filed all
    reports  required to be filed by Section 13 or 15(d) of the Securities
    Exchange  Act of 1934  during  the  preceding  12 months  (or for such
    shorter period that the registrant was required to file such reports),
    and (2) has been subject to such filing  requirements  for the past 90
    days. Yes [X] No [ ]

    Indicate  the  number of shares  outstanding  of each of the  issuer's
    classes of Common Stock, as of the latest practicable date.

           Class                                Outstanding at February 12, 1996
      --------------                            --------------------------------
Common Stock, $.01 par value                               14,182,382

<PAGE>
                                     PART I

Item 1. Financial Statements

                           BIOCRAFT LABORATORIES, INC.
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                 (in thousands)
<TABLE>
<CAPTION>


                                                                    Dec. 31,           March 31,
                                                                      1995               1995
                                                                   ---------          ---------
                                                                  (Unaudited)       
<S>                                                                <C>                <C>      
     ASSETS:                                                                        
                                                                                    
     Current assets:                                                                
        Cash and cash equivalents                                  $   1,469          $   2,744
        Marketable securities                                           --                  635
        Receivables:                                                                
          Trade                                                       27,818             26,044
          Income taxes                                                 1,829                650
          Other                                                        1,103                171
        Inventories                                                   56,229             48,731
        Other current assets                                           3,686              3,353
                                                                   ---------          ---------
           Total current assets                                       92,134             82,328
                                                                   ---------          ---------
     Property and equipment, net                                      89,919             89,780
     Other assets and deferred charges                                 1,222                837
                                                                   ---------          ---------
                                                                   $ 183,275          $ 172,945
                                                                   =========          =========
                                                                                    
     LIABILITIES & STOCKHOLDERS' EQUITY:                                            
                                                                                    
     Current liabilities:                                                           
        Due to bank                                                $   4,218          $    --
        Current installments of long-term obligations                  4,848              4,967
        Accounts payable                                              20,922             12,875
        Accrued expenses                                               7,001              4,309
                                                                   ---------          ---------
           Total current liabilities                                  36,989             22,151
                                                                   ---------          ---------
     Long-term obligations, excluding current installments            52,402             50,800
     Deferred income taxes                                             4,133              6,013
     Stockholders' equity:                                                          
        Preferred stock, $1.00 par value                                            
          Authorized 2,000,000 shares; none issued                      --                 --
        Common stock, $.01 par value.  Authorized                                   
          30,000,000 shares; issued 14,241,999 at                                   
          December 31 and 14,223,547 at March 31                         142                142
        Additional paid-in capital                                    43,538             43,456
        Retained earnings                                             47,376             52,102
        Unrealized gains on securities                                  --                    7
        Less deductions for treasury stock and                                      
          employee stock plans                                        (1,305)            (1,726)
                                                                   ---------          ---------
           Net stockholders' equity                                   89,751             93,981
                                                                   ---------          ---------
     Commitments and contingencies                                                  
                                                                   $ 183,275          $ 172,945
                                                                   =========          =========
                                                                                    
</TABLE>
                                                                              
See accompanying notes to condensed consolidated financial statements.

                                      -2-

<PAGE>

                           BIOCRAFT LABORATORIES, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)

<TABLE>
<CAPTION>


                                                           Three Months                       Nine Months
                                                         Ended December 31,                Ended December 31,
                                                     --------------------------        --------------------------
                                                         (In thousands, except per share data)

                                                        1995             1994             1995             1994
                                                     ---------        ---------        ---------        ---------
<S>                                                  <C>              <C>              <C>              <C>      
Revenue:
   Net sales                                         $  37,718        $  32,678        $ 106,729        $ 102,891
   Other operating income                                   24               29              139               98
   Interest, dividend and other income                      79               78              236              418
                                                     ---------        ---------        ---------        ---------
      Total revenue                                     37,821           32,785          107,104          103,407
                                                     ---------        ---------        ---------        ---------

Costs and expenses:
   Cost of sales                                        32,900           27,787           92,369           85,357
   Research and development                              3,567            3,063            8,395            8,376
   Selling, general and administrative                   3,380            3,882           10,346           10,835
   Interest expense                                      1,335              960            3,569            3,159
                                                     ---------        ---------        ---------        ---------
      Total costs and expenses                          41,182           35,692          114,679          107,727
                                                     ---------        ---------        ---------        ---------

Loss before extraordinary item and
   income taxes (benefit)                               (3,361)          (2,907)          (7,575)          (4,320)
Income taxes (benefit)                                  (1,323)          (1,197)          (2,974)          (1,787)
                                                     ---------        ---------        ---------        ---------

Loss before extraordinary item                          (2,038)          (1,710)          (4,601)          (2,533)

Extraordinary loss on early extinguishment                --               --               (125)            --
   of debt, net of taxes
                                                     ---------        ---------        ---------        ---------
Net loss                                             ($  2,038)       ($  1,710)       ($  4,726)       ($  2,533)
                                                     =========        =========        =========        =========

Loss per share:

Loss before extraordinary item                       ($   0.14)       ($   0.12)       ($   0.32)       ($   0.18)
Extraordinary loss                                        --               --              (0.01)            --
                                                     ---------        ---------        ---------        ---------
Net loss                                             ($   0.14)       ($   0.12)       ($   0.33)       ($   0.18)
                                                     =========        =========        =========        =========


Weighted average number of
   shares outstanding                                   14,181           14,166           14,175           14,141
                                                     =========        =========        =========        =========
</TABLE>



See accompanying notes to condensed consolidated financial statements.

                                      -3-
<PAGE>

                           BIOCRAFT LABORATORIES, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                                  Nine Months ended December 31,
                                                                     1995               1994
                                                                   --------           --------
                                                                          (in thousands)

Cash flows provided by operating activities:
<S>                                                                <C>                <C>      
   Net loss                                                        ($ 4,726)          ($ 2,533)
   Adjustments to reconcile net loss to net cash                                  
    provided by (used in) operating activities:                                       
      Depreciation and amortization                                   5,812              5,391
      Extraordinary loss, net of taxes                                  125               --
      Imputed and non-cash interest expense                             520                561
      Non-cash compensation                                             366                297
      Equity in net loss of affiliate                                     8                 11
      Non-cash refund                                                  (259)              --
      Deferred income taxes                                          (1,880)              (973)
      Gain on sale of marketable securities                             (62)              (131)
      Gain on sale of fixed assets                                      (46)              --
   Changes in assets and liabilities:                                                 
      Trade receivables                                              (1,774)            (1,711)
      Income taxes receivable                                        (1,179)              (812)
      Inventories                                                    (7,498)            (2,059)
      Accounts payable                                                8,047              7,023
      Accrued expenses                                                2,692              2,931
      Other assets and liabilities                                   (1,879)              (321)
                                                                   --------           --------
        Net cash (used in) provided by operating activities          (1,733)             7,674
                                                                   --------           --------
                                                                                      
Cash flows provided by (used in) investing activities:                                
   Capital expenditures                                              (5,948)            (6,584)
   Proceeds from sale of capital assets                                  67               --
   Dispositions of marketable securities                                950                234
                                                                   --------           --------
        Net cash used in investing activities                        (4,931)            (6,350)
                                                                   --------           --------
                                                                                      
Cash flows provided by (used in) financing activities:                                
   Proceeds from bank borrowings                                      4,218               --
   Proceeds from long-term obligations                               26,269              2,000
   Payments of long-term obligations                                (25,230)            (5,100)
   Issuance of common stock                                             113                 48
   Dividends paid                                                      --               (1,413)
   Transactions related to stock plans                                   19                  6
                                                                   --------           --------
        Net cash provided by (used in) financing activities           5,389             (4,459)
                                                                   --------           --------
   Net decrease in cash and cash equivalents                         (1,275)            (3,135)
Cash and cash equivalents at beginning of period                      2,744              6,020
                                                                   --------           --------
Cash and cash equivalents at end of period                         $  1,469           $  2,885
                                                                   ========           ========
                                                                                      
Supplemental cash flow information:                                                   
                                                                                      
   Cash paid during the period for:                                                   
      Interest                                                     $  2,959           $  2,750
      Income taxes                                                     --                 --
                                                                   ========           ========
</TABLE>
                                                                                
See accompanying notes to condensed consolidated financial statements.          

                                      -4-

<PAGE>

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(1)  Basis of Presentation

     The unaudited condensed  consolidated  financial statements include, in the
     opinion of management,  all adjustments (consisting of normal and recurring
     adjustments)   necessary   for  a  fair   presentation   of  the  Company's
     consolidated   financial   position  as  of  December   31,  1995  and  the
     consolidated  results of operations and cash flows for the  three-month and
     nine-month  periods  ended  December  31,  1995 and 1994.  The  results  of
     operations for the  three-month  and nine-month  periods ended December 31,
     1995 are not  necessarily  indicative of the results to be expected for the
     entire year.

     The  statements  are presented as permitted by Form 10-Q and do not contain
     certain information  included in the annual financial  statements and notes
     of  the  Company.   The  statements  included  herein  should  be  read  in
     conjunction  with  the  financial  statements  and  notes  included  in the
     Company's  Annual  Report on Form 10-K for the fiscal  year ended March 31,
     1995 filed with the Securities and Exchange Commission.

(2)  Inventories

     Inventories at December 31, and March 31, 1995, consisted of:

                                                   December 31     March 31
                                                   -----------     --------
                                                   (Unaudited)
                                                         (in thousands)
     Raw materials and supplies                      $22,721        $17,731
     Work in process                                  21,777         19,219
     Finished goods                                    5,991          7,461
     LIFO adjustment                                   5,740          4,320
                                                     -------        -------

                                                     $56,229        $48,731
                                                     =======        =======

     The  Company  uses  the  dollar  value  LIFO  method  to cost  inventories;
     therefore,  allocation  of the LIFO  adjustment  among  the  components  of
     inventory  is  impractical.   As  of  December  31,  and  March  31,  1995,
     inventories include  approximately $7 million and $5 million,  respectively
     of inventory  costs,  principally  raw materials,  relating to products for
     which the Company is awaiting regulatory approval.

(3)  Earnings (Loss) Per Share

     Earnings  (loss) per share is the  Company's  primary  earnings  (loss) per
     share using the treasury stock method based on the weighted  average number
     of common shares as well as common share equivalents (stock options) to the
     extent  dilutive,  outstanding  during  the three and  nine-month  periods.
     Fully-diluted  earnings  (loss) per share for all periods are not presented
     because the amount  would not differ  from the amounts of primary  earnings
     (loss) per share.


                                        5


<PAGE>

(4)  Contingencies

     The Company is involved in certain  litigation  and other claims related to
     its  operations.  At December  31,  1995,  after  consultations  with legal
     counsel  representing  the Company in such  litigation,  management  of the
     Company  believes that it is unlikely that the ultimate  resolution of such
     matters will have a material  adverse effect on the Company's  consolidated
     financial condition.








                                        6


<PAGE>

Item 2.  Management's Discussion and Analysis of Financial
         Condition and Results of Operations

     The  following  table sets forth as a percentage of net sales certain items
appearing in the Company's  condensed  consolidated  statements of operations as
well as the  percentage  increase (or  decrease)  in the dollar  amount of those
items as compared to the corresponding prior period.

<TABLE>
<CAPTION>

                                                          Percentage                 Period to Period
                                                         of Net Sales               Increase (Decrease)
                                                   -----------------------          ------------------
                                                         Three Months                  Three Months
                                                      Ended December 31,            Ended December 31,
                                                   -----------------------          ------------------
                                                   1995              1994             1995 vs. 1994
                                                   -----             -----            -------------
<S>                                                <C>               <C>                    <C>  
Net sales                                          100.0%            100.0%                 15.4%
Other operating income                               0.1               0.1                 (17.2)
Interest, dividend and other income                  0.2               0.2                   1.3
                                                   -----             -----       
Total revenue                                      100.3             100.3                  15.4
                                                   -----             -----       
Cost of sales                                       87.2              85.0                  18.4
Research and development                             9.5               9.4                  16.5
Selling, general and administrative                  9.0              11.9                 (12.9)
Interest expense                                     3.5               2.9                  39.1
                                                   -----             -----         
Total costs and expenses                           109.2             109.2                  15.4
                                                   -----             -----         
Loss before income
   taxes (benefit)                                  (8.9)             (8.9)                 15.6
Income taxes (benefit)                              (3.5)             (3.7)                 10.5
                                                   -----             -----         
   Net loss                                         (5.4%)            (5.2%)                19.2%
                                                   =====             ===== 

</TABLE>

<TABLE>
<CAPTION>
                                                         Nine Months                   Nine Months
                                                     Ended December 31,             Ended December 31,
                                                   -----------------------          ------------------
                                                   1995              1994             1995 vs. 1994
                                                   -----             -----            -------------
<S>                                                <C>               <C>                   <C> 
Net sales                                          100.0%            100.0%                  3.7%
Other operating income                               0.1               0.1                  41.8
Interest, dividend and other income                  0.2               0.4                 (43.5)
                                                   -----             -----       
Total revenue                                      100.3             100.5                   3.6
                                                   -----             -----       
Cost of sales                                       86.5              83.0                   8.2
Research and development                             7.9               8.1                   0.2
Selling, general and administrative                  9.7              10.5                  (4.5)
Interest expense                                     3.3               3.1                  13.0
                                                   -----             -----       
Total costs and expenses                           107.4             104.7                   6.5
                                                   -----             -----       
Loss before income taxes
   (benefit) and extraordinary item                 (7.1)             (4.2)                 75.3
Income taxes (benefit)                              (2.8)             (1.7)                 66.4
                                                   -----             -----       
Loss before extraordinary item                      (4.3)             (2.5)                 81.6
Extraordinary item                                  (0.1)              N/A                   N/A
                                                   -----             -----       
   Net loss                                         (4.4%)            (2.5%)                86.6%
                                                   =====             ===== 

</TABLE>


                                       -7-


<PAGE>

RESULTS OF OPERATIONS

     Net sales for the  three-month  and  nine-month  periods ended December 31,
1995  increased  by  approximately  $5  million  (15%)  and $3.8  million  (4%),
respectively,  from the  corresponding  prior  periods.  The  increases  in both
periods were  primarily  due to increased  sales volume of bulk  pharmaceuticals
and,  to a  lesser  extent,  increased  sales  volume  of  Sulfamethoxazole  and
Trimethoprim Tablets. Such increases were partially offset by lower sales prices
on several finished dosage products.

     The  Company's  gross profit  margin  decreased  from 15% to 13% during the
three-month  period  ended  December  31,  1995 and from 17% to 14%  during  the
nine-month period ended December 31, 1995 compared to the corresponding  periods
in the prior fiscal year. The decreases  resulted from a change in the Company's
product mix and the relative  profitability  of different  products  sold by the
Company;  bulk  pharmaceuticals are generally sold at a lower profit margin than
dosage form  products.  In addition,  during the quarter ended December 31, 1995
the Company had charges to cost of sales relating to the net realizable value of
certain products and the disposal of unusable inventory.

     Research  and  development  expenses  for the  three-month  and  nine-month
periods ended December 31, 1995 increased from the  corresponding  prior periods
due to the increased use,  expiration and disposal,  during the current periods,
of  materials  for new products  awaiting  FDA  approval.  Such  increases  were
partially offset by reduced research and development activity during the current
periods.

     Selling,  general and  administrative  expenses  decreased by approximately
$500,000 during both the  three-month and nine-month  periods ended December 31,
1995  compared to the  corresponding  prior  periods.  During the quarter  ended
December 31, 1994 the Company incurred  substantial  expenses in connection with
exploring  strategic  options  to  enhance  the  value  of  the  Company  to its
stockholders;  such  expenses  were  substantially  lower in the  quarter  ended
December 31, 1995.  As  previously  reported,  on January 29, 1996,  the Company
entered  into a merger  agreement to merge with Teva  Pharmaceutical  Industries
Limited. See "PART II - OTHER INFORMATION - Item 5. Other Information."

     Interest  expense  increased  by  approximately  $400,000  during  both the
three-month  and  nine-month  periods ended  December 31, 1995,  compared to the
corresponding  prior periods.  The increases were primarily  attributable to the
Company's  higher amount of funded debt, as well as higher interest rates on its
new credit facilities.

     The  Company's  effective  tax  rate  (benefit)  for  the  three-month  and
nine-month periods ended December 31, 1995 was a 39% benefit,  compared to a 41%
benefit in the corresponding prior periods.

     For the  various  reasons  noted  above,  the  Company  incurred  losses of
approximately  $2 million and $4.7 million during the three-month and nine-month
periods  ended  December  31,  1995,  respectively,  compared  to losses of $1.7
million and $2.5 million, respectively, in the corresponding prior periods.

                                        8

<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

     The Company's cash and cash  equivalents  decreased by  approximately  $1.3
million  during the  nine-month  period  ended  December  31,  1995.  During the
nine-month  period, the Company increased its funded and other long-term debt by
approximately $5.7 million which it used,  together with cash on hand to finance
its operations and approximately $6 million of capital expenditures.

     In  January  1996,  the  Company  increased  its credit  line with  General
Electric  Capital  Corporation  (GECC)  from $25 million to $40  million.  As of
December 31, 1995,  approximately  $25 million was due to GECC under this credit
line. Management believes that the Company's operating needs can be met with its
existing credit  facilities.  

     Substantially all of the remaining balance of the Company's  long-term debt
is its $30 million  ($26.2 million  outstanding)  bond. The bond is secured by a
letter of credit  issued by Bank of Tokyo,  which expires on September 15, 1996.
Although  management  believes  that  the  Company  will be able  to  obtain  an
appropriate letter of credit, there can be no assurance that the Company will be
able to do so. In the event such letter of credit is not  obtained,  the Company
would be required to obtain alternate financing to repay the bond which would be
payable upon the expiration of the letter of credit.  In such event, the Company
may be  required  to modify its fiscal 1997  operating  and capital  expenditure
plans.



PART II - OTHER INFORMATION

Item 5.   Other Information

     On January 29, 1996 the Company  announced  the signing of an Agreement and
Plan of Merger (the  "Merger  Agreement")  pursuant  to which the Company  would
become a wholly  owned  subsidiary  of Teva  Pharmaceutical  Industries  Limited
("Teva") in a merger. Pursuant to the merger, each outstanding share of Biocraft
common stock will be  converted  into the right to receive  0.461 Teva  American
Depository Shares (Teva "ADSs"),  each Teva ADS representing 10 Ordinary Shares,
par value NIS 0.01, of Teva.

     The transaction is structured to be tax-free to Biocraft  stockholders  and
to be accounted  for as a pooling of interests.  Completion of the  transaction,
which has been approved by the Board of Directors of both companies,  is subject
to, among other  things,  the receipt of  regulatory  approvals  and approval by
Biocraft  stockholders.  The affirmative vote of holders of two-thirds (66 2/3%)
of the  outstanding  shares of Biocraft Common Stock is necessary to approve and
adopt  the  Merger   Agreement   providing  for  the  Merger.   The  holders  of
approximately  60% of the  outstanding  shares of  Biocraft  Common  Stock  have
executed an irrevocable  proxy  appointing  Teva as agent to vote such shares in
favor  of the  Merger  Agreement  and the  Merger.  It is  anticipated  that the
transaction will be completed in the second calendar quarter of 1996.

     The  preceding  description  of the Merger  Agreement  is  qualified in its
entirety by reference to the Merger Agreement, which has been filed as Exhibit 2
to Teva's Report on Schedule 13D dated January  29,1996,  which is  incorporated
herein by reference.


                                        9


<PAGE>

     As previously  reported,  in November 1995 the Food and Drug Administration
("FDA"),  having earlier completed its inspection of the Company's  research and
development  laboratories in connection with new product  submissions,  provided
the  Company  with  inspectional  observations  in an FDA Form 483.  The Company
believes it appropriately responded to the 483. On February 13, 1996 the Company
received FDA approval to manufacture and market Captopril  Tablets,  the generic
version of Capoten(R) Tablets manufactured by Bristol Myers Squibb. However, the
Company  cannot  predict  the timing of its receipt of any  additional  new drug
approvals.


Item 6.  Exhibits and Reports on Form 8-K

Exhibit 1.  Agreement and Plan of Merger dated as of January 29, 1996 among Teva
Pharmaceuticals   Industries   Limited,   GENCO  Merger   Company  and  Biocraft
Laboratories,  Inc.  (incorporated  by  reference  to Exhibit 1 to the Report on
Schedule  13D dated  January  29, 1996 filed by Teva  Pharmaceutical  Industries
Limited  with  respect  to  the  common  stock,   par  value  $.01  of  Biocraft
Laboratories, Inc.)

Exhibit  2.  Irrevocable  Proxy  dated  as of  January  29,  1996  between  Teva
Pharmaceutical  Industries  Limited  and the  Stockholders,  as defined  therein
(incorporated  by  reference  to Exhibit 1 to the Report on  Schedule  13D dated
January 29, 1996 filed by Teva Pharmaceutical Industries Limited with respect to
the common stock, par value $.01 of Biocraft Laboratories, Inc.)





                                       10


<PAGE>

                                   SIGNATURES


     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.



                                           BIOCRAFT LABORATORIES, INC.
                                                  (registrant)





Date:  February 14, 1996                   /s/ Harold Snyder
                                           ----------------------------
                                               Harold Snyder
                                               President, Chairman and
                                               Chief Executive Officer







Date:  February 14, 1996                   /s/  Steven J. Sklar
                                           ----------------------------
                                                Steven  J. Sklar
                                                Chief Financial Officer






                                       11