THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS
                       COVERING SECURITIES THAT HAVE BEEN
                  REGISTERED UNDER THE SECURITIES ACT OF 1933.

                  Participant Information Dated January 1, 1998

                           COPLEY PHARMACEUTICAL, INC.
                        1992 EMPLOYEE STOCK PURCHASE PLAN

         Copley  Pharmaceutical,   Inc.  (the  "Company")  has  filed  with  the
Securities and Exchange  Commission (the "Commission") a Registration  Statement
on Form S-8 (the "Registration  Statement") under the Securities Act of 1933, as
amended (the "Securities Act"), to, among other things, offer and sell shares of
the  Company's  Common  Stock  pursuant to the  Company's  1992  Employee  Stock
Purchase  Plan (the  "Plan").  A copy of the Plan is attached to this  document.
Four Hundred Fifty  Thousand  (450,000)  shares of Common Stock,  $.01 par value
(the  "Common  Stock"),  relating to the Plan are to be offered  pursuant to the
Registration Statement.  The information contained in this document is a summary
of certain material information regarding the Plan which the Company is required
to  provide  to you  pursuant  to  Rule  428(b)  of the  rules  and  regulations
prescribed by the Commission  pursuant to the  Securities  Act. This document is
intended  to  familiarize   employees  of  the  Company  and  its  participating
subsidiaries,  as designated  from tine to time by the Board of Directors of the
Company, with the Plan and its operation as it relates to their participation.

         The  following  summary  description  in  question  and answer  form is
qualified in its entirety by reference to the full text of the Plan.  Additional
information about the Plan and its  administrators may be obtained by contacting
the Benefits Manager at the Company's principal executive office,  located at 25
John Road, Canton,  Massachusetts  02021. The telephone number of the Company at
its office is (781) 821-6111.

         What is the purpose of the Plan?

         The purpose of the Plan is to provide an incentive to, and to encourage
stock  ownership  by, all eligible  employees  of the Company and  participating
subsidiaries  so that they may share in the growth of the Company by  purchasing
shares  of  Common  Stock of the  Company.  The Plan is  designed  to  encourage
eligible  employees to remain in the employ of the Company.  It is intended that
options issued pursuant to the Plan will  constitute  options issued pursuant to
an "employee  stock  purchase  plan" within the meaning of Section 423(b) of the
Internal Revenue Code of 1986, as amended (the "Code").



<PAGE>


         Who is eligible to participate?

         You are eligible to  participate in the Plan if you are employed by the
Company or any of its participating  subsidiaries and your customary  employment
is more than 20 hours per week and more than five months in any  calendar  year.
Holders of five percent or more of the total  combined  voting power or value of
all classes of stock of the Company (or the Company's parent or subsidiaries, if
any) are not eligible to participate

         How do you become a participant?

         You may elect to participate,  after you become eligible, by completing
a form that  authorizes  your employer to deduct a percentage of your pay, to be
held by the Company and used to purchase  Common Stock under the Plan. This form
is available  from the Benefits  Manager at the  Company's  principal  executive
office. The authorization form must be received by the Company at least ten (10)
days  prior to the  beginning  date of the next  succeeding  Payment  Period (as
defined below).  Your payroll deductions will start at the beginning of the next
Payment Period, as described in the Plan.

         How Much can you invest in the Plan?

         Your  authorized  payroll  deduction must be in percentages  within the
following range:

                  The  minimum  deduction  is 1% of  your  base  pay or  salary,
         including overtime but excluding any bonuses or commissions.

                  The  maximum  deduction  is 10% of your  base  pay or  salary,
         including overtime but excluding any bonuses or commissions.

                  The  maximum  number of shares  of Common  Stock  that you may
         purchase in one Payment Period is 1,000 shares.

                  No  employee  shall be granted an option  which  permits  such
         employee to purchase,  in any one calendar year, Common Stock under the
         Plan having a fair market value  (determined at the time such option is
         granted) of more than $25,000.

         What are the Payment Periods?

         The Payment  Periods  (other than the  initial  Payment  Period and the
transition  Payment  Period)  under  the Plan each  have a  duration  of six (6)
months,  commencing  on January 1 and July 1, and ending on June 30 and December
31 of each year. The initial  Payment  Period  commenced on December 1, 1993 and
ended on January 31, 1992 and the transition  Payment Period commenced on August
1, 1996 and ended on December 31, 1996.



<PAGE>


         When and at what price is your stock purchased?

         On the first business day of each Payment Period,  you as a participant
in the Plan are granted an option by the Company to buy Common Stock on the last
business day of the Payment Period at a price that is equal to the lesser of (i)
85% of the average market price of the Common Stock on the first business day of
the Payment  Period or (ii) 85% of the average  market price of the Common Stock
on the  last  business  day of  the  Payment  Period.  If you  continue  to be a
participant  on the last business day of the Payment  Period,  your  accumulated
payroll  deductions are used to exercise that option and purchase that number of
shares of Common Stock (up to a maximum of 1,000 shares),  which can be paid for
with your  accumulated  payroll  deductions.  In the event that your accumulated
payroll  deductions  on the last day of the  Payment  Period  would  enable you,
except for the 1,000 share limitation,  to purchase more than 1,000 shares,  the
excess of the amount of payroll  deductions over the aggregate purchase price of
the 1,000 shares is refunded to you, without interest.

         In whose name will your stock be issued?

         Stock  purchased by you under the Plan is issued only in your name,  or
if you so  specify in your  authorization,  in your name and the name of another
person of legal age.  That  person  will  become a joint  tenant  with rights of
survivorship.

         What happens to your payroll deductions?

         Your payroll  deductions are  accumulated  and held by the Company in a
non-interest bearing account until the end of the Payment Period when the Common
Stock is  purchased.  The maximum  number of shares of Common Stock that you may
purchase in one Payment Period is 1,000 shares.

         What happens to unused payroll deductions?

         Generally, unused payroll deductions are refunded.

         Can you change your payroll deduction during a Payment Period?

         Once a Payment  Period  begins you cannot  increase  or  decrease  your
deduction  percentage for that Payment Period (other than by withdrawing in full
from the Plan as described below).  To change your deduction  percentage for the
next Payment Period,  you must submit a new authorization form at least ten (10)
days before the beginning of such Payment Period.



<PAGE>


         Can you withdraw from the Plan?

         Yes.  You can  withdraw  at any time prior to ten (10) days  before the
last business day of each Payment  Period.  In such case,  the entire balance of
your payroll  deductions will be refunded to you, without interest.  To withdraw
from the Plan, you must deliver a withdrawal  notice to the Benefits  Manager at
the Company's principal executive office. No partial withdrawals can be made.

         If you withdraw, may you again participate in the Plan?

         Yes. To re-enter the Plan, you must submit a new authorization  form at
least ten (10) days before the beginning of the next Payment Period in which you
intend to  participate.  You may  re-enter  the Plan only at the  beginning of a
Payment Period.

         What happens when you leave the Company?

         Your  rights  under  the  Plan  will  terminate  if you  cease to be an
employee of the Company or its participating subsidiaries because of retirement,
voluntary or involuntary termination,  resignation,  layoff,  discharge,  death,
change of status or for any other  reason,  and all payroll  deductions  will be
refunded to you, without  interest.  If you are on a leave of absence during the
last three months of a Payment Period, however, you are treated as a participant
in the Plan on the last day of that Payment Period and your accumulated  payroll
deductions will be used to purchase shares of Common Stock.

         May you assign or transfer your rights under the Plan?

         No.  The rights  granted to you under the Plan are yours  alone and may
not be assigned or transferred to anyone else, other than by will or the laws of
descent and  distribution.  Your option may be exercised,  during your lifetime,
only by you.

         Who administers the Plan?

         The Plan is currently administered by the Compensation Committee of the
Board of Directors of the Company.  Members of the  Compensation  Committee  are
appointed by the Board of  Directors.  The Board may remove  members from or add
members to the Compensation Committee.

         The  interpretation  and construction by the Compensation  Committee of
any  provisions  of the Plan or of any option  granted  under it shall be final,
unless  otherwise  determined  by  the  Board  of  Directors.  The  Compensation
Committee has the power to adopt rules and regulations for the administration of
the Plan,  provided that any such rules and regulations apply on a uniform basis
to all employees under the Plan.



<PAGE>


         When will the Plan terminate and how may it be amended?

         Unless terminated sooner as provided below, the Plan shall terminate on
April 8, 2002. The Plan may be terminated at any time by the Company's  Board of
Directors,  but such termination shall not affect options then outstanding under
the Plan.  It will  terminate in any case when all or  substantially  all of the
unissued  shares  of stock  reserved  for the  purposes  of the Plan  have  been
purchased. The Compensation Committee or the Board of Directors may from time to
time adopt  amendments  to the Plan provided  that,  without the approval of the
stockholders of the Company, no amendment may (i) materially increase the number
of shares  that may be issued  under the Plan or change  the class of  employees
eligible to receive options under the Plan or (ii) cause Rule 16b-3  promulgated
under the Securities  Exchange Act of 1934, as amended (the "Exchange  Act"), to
become  inapplicable  to the Plan. If the Company issues a stock dividend on its
Common Stock or is involved in a merger or other  reorganization,  the number of
shares under the Plan will be appropriately adjusted.

         Are there  limitations  on the sale of stock which was purchased  under
the Plan?

         Yes. The Plan is intended to provide you with an ownership  interest as
an investment,  and you may sell Common Stock which you have purchased under the
Plan, subject to compliance with applicable federal or state securities laws and
Copley's Corporate Policy which restricts the sale of Company stock to specified
time  periods.  In addition,  certain  officers of the Company may be subject to
Section 16 of the Exchange  Act which may  restrict  the sale of stock  acquired
under the Plan by such persons.  Moreover,  because of certain tax requirements,
you must notify the  Company if you dispose of any stock  within two years after
the first  business day of the Payment  Period in which you purchased the stock.
You should carefully  consider the tax consequences  before selling your shares.
YOU ASSUME THE RISK OF ANY MARKET  FLUCTUATION  IN THE PRICE OF THE STOCK  AFTER
THE SHARES ARE PURCHASED BY YOU.

         What are some of the tax consequences associated with the Plan?

         The   following   questions   and   answers   summarize   certain   tax
considerations  for employees  participating in the Plan and certain tax effects
to the Company. The summary,  however, does not address every situation that may
result in  taxation.  For  example,  it does not discuss  state taxes or the tax
implications  arising from a participant's death. The summary is not intended as
a substitute  for careful tax  planning,  and each  employee is urged to consult
with  and rely on his or her own  advisors  with  respect  to the  possible  tax
consequences  (federal,  state and local) of exercising  his or her rights under
the Plan. The Plan is not subject to the  provisions of the Employee  Retirement
Income  Security Act of 1974,  and the  provisions of Section 401(a) of the Code
are not applicable to the Plan.



<PAGE>


         What are the likely federal income and social security tax consequences
to employees who participate in the Plan?

         The amounts deducted from an employee's pay under the Plan are included
in the employee's  compensation  subject to federal  income and social  security
taxes.  The  employer  will  withhold  taxes on these  amounts  as if they  were
included  in the  employee's  paycheck.  An  employee  will  not  recognize  any
additional  income at the time he or she  elects to  participate  in the Plan or
purchases  Common Stock under the Plan.  An employee will  recognize  additional
income, however, when he or she disposes of such stock.

         If an employee disposes of Common Stock purchased  pursuant to the Plan
within two years after the first  business  day of the  Payment  Period in which
such stock was  purchased,  the employee will  recognize  ordinary  compensation
income at the time of  disposition  in an amount equal to the excess of the fair
market value of the stock on the day the stock was  purchased  over the purchase
price the employee paid for the stock. This amount may be subject to withholding
taxes, including social security taxes. In addition, the employee generally will
recognize a capital  gain or loss in an amount equal to the  difference  between
the amount realized upon the sale of the stock and his or her basis in the stock
(that is,  his or her  purchase  price  plus the  amount  taxed as  compensation
income).  If the shares have been held for more than one year, such gain or loss
will be a long-term capital gain or loss.

         If an employee  disposes of stock  purchased  pursuant to the Plan more
than two years after the first  business day of the Payment Period in which such
stock was purchased, the employee will recognize as ordinary compensation income
at the time of such  disposition an amount equal to the lesser of (i) the excess
of the fair market value of the stock  measured at the time of such  disposition
over the amount paid for the stock, or (ii) approximately 15% of the fair market
value of the stock  measured as of the first  business day of the Payment Period
in which the stock was purchased. This amount, however, is not subject to social
security  taxes  or  withholding.  In  addition,  the  employee  generally  will
recognize a long-term  capital gain or loss in an amount equal to the difference
between the amount  realized  upon the  disposition  of the stock and his or her
basis in the stock (that is, his or her purchase price plus the amount,  if any,
taxed as compensation income).

         What is the significance of the difference  between ordinary income and
capital gain?

         The maximum rate of tax on ordinary income and short-term  capital gain
(gain on capital assets held for one year or less) is currently 39.6%.  Pursuant
to recently  enacted  legislation,  the rate of tax on capital gain is generally
20% for capital assets held for more than 18 months and sold after July 28, 1997
(and for assets sold between May 7, 1997,  through  July 28, 1997,  and held for
more than one year).  The rate of tax is generally  28% for capital  assets held
for more than one year but not more than 18 months.



<PAGE>


         The 20% capital gain tax rate will be reduced to 18% for capital assets
that are held for more than five years,  the holding  period for which begins on
or after January 1, 2001 (or which are marked to market at that time). Other tax
rates may apply in certain cases and to certain  taxpayers,  including those who
are in lower tax brackets  with regard to their  overall  taxable  income.  Plan
Participants  should  consult  their own tax  advisors  about the  treatment  of
capital losses.

         What are the likely  federal  tax  consequences  to the Company and its
participating  subsidiaries upon an employee's  participation in and purchase of
stock under the Plan and the subsequent sale of stock so purchased?

         Although the amounts  deducted  from an  employee's  pay under the Plan
generally  are  tax-deductible  business  expenses of his or her  employer,  the
Company and its  participating  subsidiaries  will not be allowed any additional
deduction  by reason of any  employee's  participation  in or purchase of Common
Stock  under the Plan.  However,  if an  employee  disposes  of stock  purchased
pursuant  to the Plan  within  two years  after the  first  business  day of the
Payment Period in which such stock was purchased,  his or her employer should be
entitled to a deduction in an amount equal to the compensation income recognized
by the employee.  If an employee disposes of stock purchased under the Plan more
than two years after the first  business day of the Payment Period in which such
stock was  purchased,  his or her employer  will not receive any  deduction  for
federal income tax purposes with respect to such stock.  Except when an employee
disposes of Common Stock after the two-year period  described above, the Company
and its  participating  subsidiaries may be required to withhold taxes upon, and
to pay employment taxes with respect to, any compensation  income  recognized by
their employees in connection with the Plan.

lNFORMATION INCORPORATED BY REFERENCE

         The  following   documents  filed  with  the  Securities  and  Exchange
Commission by the Company are  incorporated by reference as of their  respective
dates:  (i) the  Company's  Prospectus  as filed  under the  Securities  Act, in
Registration  Statement No.  33-47470 on Form S-1, as amended,  (ii) the section
entitled "Description of Registrant's  Securities to be Registered" contained in
the Company's Registration Statement on Form 8-A filed pursuant to Section 12(g)
of the  Exchange  Act on April 24, 1992,  and (iii) all  documents  subsequently
filed by the Company with the Commission  pursuant to Sections 13(a),  13(c), 14
and 15(d) of the Exchange Act after the date hereof and prior to the termination
of the offering of shares of Common Stock offered hereby.



<PAGE>


         The Company will upon written or oral request provide without charge to
any person to whom this Plan  information  is delivered a copy of all  documents
described above (other than exhibits to such documents).  Such request should be
directed to:





         Benefits Manager
         Copley Pharmaceutical, Inc.
         Canton Commerce Center
         25 John Road
         Canton,  MA  02021
         (781) 821-6111