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 September 30, 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, New Jersey                             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 November 10, 1995
            -------------                      --------------------------------
    Common Stock, $.01 par value                           14,180,354
<PAGE>

                                     PART I

ITEM 1. Financial Statements

                           BIOCRAFT LABORATORIES, INC.
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                        (in thousands except share data)

                                                          Sept. 30,    March 31,
                                                            1995         1995
                                                            ----         ----
                                                        (Unaudited)
ASSETS:
Current assets:
      Cash and cash equivalents ......................   $   1,519    $   2,744
      Marketable securities ..........................         320          635
      Receivables:
         Trade .......................................      25,450       26,044
         Income taxes ................................       1,350          650
         Other .......................................         172          171
      Inventories ....................................      56,759       48,731
      Other current assets ...........................       4,243        3,353
                                                         ---------    ---------
           Total current assets ......................      89,813       82,328
                                                         ---------    ---------
Property and equipment, net ..........................      91,237       89,780
Other assets and deferred charges ....................       3,156          837
                                                         ---------    ---------
                                                         $ 184,206    $ 172,945
                                                         =========    =========
LIABILITIES & STOCKHOLDERS' EQUITY:
Current liabilities:
      Due to bank ....................................   $   3,869    $   --
      Current installments of long-term obligations...       4,847        4,967
      Accounts payable ...............................      17,900       12,875
      Accrued expenses ...............................       9,586        4,309
                                                         ---------    ---------
           Total current liabilities .................      36,202       22,151
                                                         ---------    ---------
Long-term obligations, excluding current installments       51,381       50,800
Deferred income taxes ................................       4,978        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 14,239,384 at
         September 30 and 14,223,547 at March 31 .....         142          142
      Additional paid-in capital .....................      43,532       43,456
      Retained earnings ..............................      49,414       52,102
      Unrealized gains on securities .................        --              7
      Less deductions for treasury stock and
         employee stock plans ........................      (1,443)      (1,726)
                                                         ---------    ---------
           Net stockholders' equity ..................      91,645       93,981
                                                         ---------    ---------
Commitments and contingencies
                                                         $ 184,206    $ 172,945
                                                         =========    =========

See accompanying notes to condensed consolidated financial statements.
                                      
                                        2
<PAGE>
                           
                          BIOCRAFT LABORATORIES, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)

                                             Three Months        Six Months
                                         Ended September 30, Ended September 30,
                                         ------------------- -------------------
                                          (in thousands, except per share data)

                                            1995       1994     1995      1994
                                            ----       ----     ----      ----

Revenue:
     Net sales ........................   $ 36,177  $ 39,055  $ 69,011 $ 70,213
     Other operating income ...........         77        32       115       69
     Interest, dividend and other 
          income ......................         58        92       157      340
                                          --------  --------  -------- --------
           Total revenue ..............     36,312    39,179    69,283   70,622
                                          --------  --------  -------- --------

Costs and expenses:
      Cost of sales ...................     31,053    31,885    59,469   57,570
      Research and development ........      2,530     2,794     4,828    5,313
      Selling, general and 
          administrative ..............      3,560     3,366     6,966    6,953
      Interest expense ................      1,147     1,063     2,234    2,199
                                          --------  --------  -------- --------
           Total costs and expenses ...     38,290    39,108    73,497   72,035
                                          --------  --------  -------- --------

Earnings (loss) before extraordinary
      item and income taxes (benefit)..     (1,978)       71    (4,214)  (1,413)
Income taxes (benefit) ................       (701)    --       (1,651)    (590)
                                          --------  --------  -------- --------
Earnings (loss) before 
     extraordinary item ...............     (1,277)       71    (2,563)    (823)
Extraordinary loss on early extinguishment
      of debt, net of taxes ...........       (125)    --         (125)   --
                                          --------  --------  -------- --------
Net earnings (loss) ...................  ($  1,402) $     71  ($ 2,688)($   823)
                                          ========  ========   ======= ========

Earnings (loss) per share:
Earnings (loss) before
     extraordinary item ...............  ($   0.09) $   0.01  ($  0.18)($  0.06)
Extraordinary loss ....................      (0.01)    --        (0.01)   --
                                          --------  --------  -------- --------
Net earnings (loss) ...................  ($   0.10) $   0.01 ($   0.19)($  0.06)
                                          ========  ========  ======== ========

Weighted average number of
      shares outstanding...............     14,176    14,163    14,171   14,161
                                          ========  ========  ======== ========


See accompanying notes to condensed consolidated financial statements.
                                      
                                        3
<PAGE>
                          
                          BIOCRAFT LABORATORIES, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)

                                                             Six Months Ended
                                                               September 30,
                                                            1995         1994
                                                            ----         ----
                                                              (in thousands)

Cash flows provided by operating activities:
      Net earnings (loss) .............................   ($ 2,688)   ($   823)
      Adjustments to reconcile net earnings to net cash
          provided by (used in) operating activities:
           Depreciation and amortization ..............      3,838       3,530
           Extraordinary loss, net of taxes ...........        125       --
           Imputed and non-cash interest expense ......        326         374
           Non-cash compensation ......................        245         165
           Equity in net loss (earnings) of
               affiliate ..............................          4          (5)
           Deferred income taxes ......................     (1,035)       (365)
           Gain on sale of marketable 
               securities..............................         (9)       (131)
           Gain on sale of fixed assets ...............        (52)      --
      Changes in assets and liabilities:
           Trade receivables ..........................        594      (2,746)
           Income taxes receivable ....................       (700)       (224)
           Inventories ................................     (8,028)      2,175
           Accounts payable ...........................      5,025       2,449
           Accrued expenses ...........................      5,277         805
           Other assets and liabilities ...............     (3,224)       (673)
                                                          --------    --------
               Net cash (used in) provided by operating       
                    activities.........................       (302)      4,531
                                                          --------    --------
Cash flows provided by (used in) investing activities:
      Capital expenditures ............................     (5,300)     (3,650)
      Proceeds from sale of capital assets ............         73       --
      Dispositions of marketable securities ...........        311         234
                                                          --------    --------
              Net cash used in investing
                    activities ........................     (4,916)     (3,416)
                                                          --------    --------
Cash flows provided by (used in) financing activities:
      Proceeds from bank borrowings ...................      3,869       --
      Proceeds from long-term obligations .............     25,213       2,000
      Payments of long-term obligations ...............    (25,203)     (4,633)
      Issuance of common stock ........................         98           2
      Transactions related to stock plans .............         16       --
                                                          --------    --------
              Net cash provided by (used in) financing
                    activities ........................      3,993      (2,631)
                                                          --------    --------
      Net decrease in cash and cash equivalents........     (1,225)     (1,516)
Cash and cash equivalents at beginning of period.......      2,744       6,020
                                                          --------    --------
Cash and cash equivalents at end of period ............   $  1,519    $  4,504
                                                          ========    ========

Supplemental cash flow information:
      Cash paid during the period for:
           Interest ...................................   $  1,853    $  2,021
           Income taxes ...............................      --          --
                                                          ========    ========

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 September 30, 1995 and
         the  consolidated   results  of  operations  and  cash  flows  for  the
         three-month  and six-month  periods ended  September 30, 1995 and 1994.
         The results of operations  for the  three-month  and six-month  periods
         ended September 30, 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 September 30, and March 31, 1995, consisted of:

                                                September 30        March 31
                                                ------------        --------
                                                        (In thousands)

         Raw materials and supplies               $ 25,671           $17,731
         Work in process                            20,182            19,219
         Finished goods                              5,766             7,461
         LIFO adjustment                             5,140             4,320
                                                  --------          --------
                                                  $ 56,759          $ 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  September  30, and March 31,  1995,
         inventories   include   approximately   $8  million   and  $5  million,
         respectively of inventory costs, principally raw materials, relating to
         products for which the Company is awaiting regulatory approval.

(3)      Extraordinary Loss on Early Extinguishment of Debt

         On August 31, 1995,  the Company  entered into a three-year $25 million
         secured   revolving  credit  facility  with  General  Electric  Capital
         Corporation.  The  Company  used a portion  of the  proceeds  from this
         facility to satisfy in full its  indebtedness to NatWest Bank, N.A. and
         Commerce Bank, National Association. Unamortized debt issue and related
         costs with respect to the  retirement of these loans are recorded as an
         extraordinary loss from early  extinguishment of debt of $125,000,  net
         of income tax benefits.

                                        5
<PAGE>

(4)      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 six
         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)      Contingencies

         The Company is involved in certain  litigation and other claims related
         to its  operations.  At September 30, 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 September 30,              Ended September 30,
                                                              ------------------               -------------------
                                                            1995              1994                1995 vs. 1994
                                                            ----              ----                -------------
<S>                                                       <C>                 <C>                      <C>    
Net sales ............................................    100.0 %             100.0 %                  (7.4) %
Other operating income ...............................      0.2                 0.1                   140.6
Interest, dividend and other income ..................      0.2                 0.2                   (37.0)
                                                          -----               -----                   
Total revenue ........................................    100.4               100.3                    (7.3)
                                                          -----               -----
Cost  of  sales ......................................     85.8                81.6                    (2.6)
Research and development .............................      7.0                 7.2                    (9.4)
Selling, general and administrative ..................      9.8                 8.6                     5.8
Interest expense .....................................      3.2                 2.7                     7.9
                                                          -----               -----                  
Total costs and expenses .............................    105.8               100.1                    (2.1) %
                                                          -----               -----                   
Earnings (loss) before extraordinary item
     and income taxes (benefit) ......................     (5.4)                0.2                     N/A
Income taxes (benefit) ...............................     (1.9)                0.0                     N/A
                                                          -----               -----
Earnings (loss) before extraordinary item ............     (3.5)                0.2                     N/A
Extraordinary loss ...................................     (0.4)                N/A                     N/A
                                                          -----               -----
Net earnings (loss) ..................................     (3.9) %              0.2  %                  N/A
                                                          =====               =====
</TABLE>
<TABLE>
<CAPTION>
                                                                    Six Months                       Six Months
                                                               Ended September 30,             Ended September 30,
                                                               -------------------             -------------------
                                                            1995                1994              1995 vs. 1994
                                                            ----                ----              -------------
<S>                                                        <C>                 <C>                     <C>    
Net sales ............................................     100.0 %             100.0 %                 (1.7) %
Other operating income ...............................       0.2                 0.1                   66.7
Interest, dividend and other income ..................       0.2                 0.5                  (53.8)
                                                           -----               -----
Total revenue ........................................     100.4               100.6                   (1.9)
                                                           -----               -----
Cost  of  sales ......................................      86.2                82.0                    3.3
Research and development .............................       7.0                 7.6                   (9.1)
Selling, general and administrative ..................      10.1                 9.9                    0.2
Interest expense .....................................       3.2                 3.1                    1.6
                                                           -----               -----
Total costs and expenses .............................     106.5               102.6                    2.0
                                                           -----               -----                  
Earnings (loss) before extraordinary item
     and income taxes (benefit) ......................      (6.1)               (2.0)                 198.2
Income taxes (benefit) ...............................      (2.4)               (0.8)                 179.8
                                                           -----               -----
Earnings (loss) before extraordinary item ............      (3.7)               (1.2)                 211.4
Extraordinary loss ...................................      (0.2)                N/A                    N/A
                                                           -----               -----
Net earnings (loss) ..................................      (3.9) %             (1.2) %               226.6 %
                                                           =====               =====
</TABLE>

                                        7
<PAGE>

RESULTS OF OPERATIONS

         Net sales for the three-month and six-month periods ended September 30,
1995 decreased by $2.9 million (7%) and $1.2 million (2%) from the corresponding
periods in the prior  fiscal  year.  The  decreases  in both periods were due to
reduced  sales  volume and average net prices of two dosage  form  products  and
reduced sales volume of a third dosage form product.  The decreased sales volume
of two of the products was due to the  Company's  inability to obtain  supply of
the active ingredient for both products during most of the September 30 quarter.
The Company  obtained the active  ingredient for one of the products and resumed
shipping that product during the last week of September, but does not anticipate
resuming shipment of the other product for the balance of its fiscal year. Sales
of that other product  accounted  for less than 3% of the Company's  fiscal 1995
sales.  The decreases in finished dosage product sales were partially  offset by
increased sales volume of bulk pharmaceuticals.

         The Company's gross profit margin decreased from 18% to 14% during both
the three-month  and six-month  periods ended September 30, 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.  The  products  referred  to above are sold at a
higher profit  margin than bulk  products,  which are generally  sold at a lower
profit margin than dosage form products.

         Research and development  expenses during the three-month and six-month
periods  ended  September  30, 1995  decreased  by  approximately  $260,000  and
$500,000,  respectively,  from the  corresponding  prior  periods due to reduced
research and development activity during the current periods.  Selling,  general
and  administrative  expenses  increased by  approximately  $200,000 and $10,000
during  the  three-month  and  six-month   periods  ended  September  30,  1995,
respectively,  compared to the corresponding prior periods. During the six-month
period ended  September 30, 1994 the Company  incurred  significant  expenses in
connection with the resolution of certain  regulatory  matters with the Food and
Drug  Administration  ("FDA");  the decrease  which would have resulted from the
non-recurrence  of  substantially  all of these  expenses was offset by expenses
incurred  during  the  quarter  ended  September  30,  1995 in  connection  with
exploring  strategic  options  to  enhance  the  value  of  the  Company  to its
shareholders,  including  discussions  regarding a possible sale of the Company.
Although the Company continues to be engaged in active discussions,  the Company
can give no assurance that such discussions will result in any transaction.  The
Company does not  anticipate  that it will comment  further  unless and until an
agreement is reached or the exploration of alternatives is terminated.

         Interest expense increased by approximately  $80,000 and $40,000 during
the  three-month and six-month  periods ended September 30, 1995,  respectively,
from the  corresponding  prior  periods.  In addition,  the Company  incurred an
extraordinary expense of $125,000, net of tax benefits, as a result of its early
extinguishment  of certain bank debt at the time it entered into a new revolving
credit facility. The Company anticipates higher interest expense for the balance
of its  fiscal  year in  connection  with  its  new  credit  facilities  and its
generally higher amount of funded debt.

                                        8

<PAGE>

         For the various reasons noted above, the Company incurred net losses of
approximately  $1.4 million and $2.7 million in the  three-month  and  six-month
periods ended September 30, 1995, respectively, compared to a $71,000 net profit
and an $823,000 loss in the  three-month  and six-month  periods ended September
30, 1994.


LIQUIDITY AND CAPITAL RESOURCES

         The Company's cash and cash equivalents decreased by approximately $1.2
million  during the  six-month  period  ended  September  30,  1995.  During the
six-month  period,  the Company increased its funded and other long-term debt by
$3.9 million which it used,  together with cash on hand, to finance $5.3 million
of capital expenditures.

         As  described in the Form 8-K filed on  September  8,1995,  the Company
repaid its credit  facilities  with NatWest and Commerce  Bank with the proceeds
from a new  three-year  $25 million  secured  credit line from General  Electric
Capital  Corporation.  As of  September  30, 1995,  approximately  $1 million is
available under this credit  facility.  In addition,  the Company  obtained a $5
million credit line from Valley National Bank, of which $3 million was available
on  September  30,  1995.  The Company is in the  process of seeking  additional
financing  for its working  capital and related  needs.  Such  financing  may be
needed by the  Company to satisfy  its fiscal 1996  operating  requirements  and
capital expenditure plans. Although management believes that the Company will be
able to obtain appropriate financing, there can be no assurance that the Company
will be able to do so. In the event such financing is not obtained,  the Company
may be required to modify its current operating and capital expenditures plans.


PART II - OTHER INFORMATION

Item 5. Other Information

         As previously  reported,  the FDA inspected the Company's  research and
development  laboratories in connection with new product submissions,  including
certain products which had not previously been inspected by the FDA. On November
3, 1995, the FDA provided the Company with  inspectional  observations in an FDA
Form 483. The Company is in the process of preparing  its responses to the FDA's
observations  and anticipates  that it will be able to submit such responses and
take other required action on a timely basis.  However,  the Company is not in a
position to predict the extent to which new drug  approvals  will continue to be
delayed by this ongoing process.

Item 6. Exhibits and Reports on Form 8-K

         The Company filed a report on Form 8-K on September 8, 1995,  reporting
on a three-year $25 million revolving credit facility with GECC.

                                        9
<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:  November 13, 1995                       /s/ Harold Snyder
                                               ---------------------------------
                                               Harold Snyder
                                               President, Chairman and
                                               Chief Executive Officer



Date:  November 13, 1995                       /s/ Steven J. Sklar
                                               ---------------------------------
                                               Steven J. Sklar
                                               Vice President, Treasurer and
                                               Chief Financial Officer

                                       10