UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                   FORM 10-Q/A
                                 Amendment No. 3

                QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                For the quarterly period ended September 29, 2001

                         Commission File Number 1-10827


                         PHARMACEUTICAL RESOURCES, INC.
             (Exact name of registrant as specified in its charter)


     NEW JERSEY                                       22-3122182
     (State or other jurisdiction of                  (I.R.S. Employer
     incorporation or organization)                   Identification Number)


     One Ram Ridge Road, Spring Valley, New York      10977
     (Address of principal executive offices)         (Zip Code)


       Registrant's telephone number, including area code: (845) 425-7100



      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  twelve  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_____


                                   32,016,652
     Number of shares of Common Stock outstanding as of November 7, 2001





<PAGE>






                           PART II. OTHER INFORMATION

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K
------   --------------------------------

     (a)  Exhibits:

     10.40  License and Supply Agreement,  dated as of April 26, 2001, between
            Elan Transdermal Technologies, Inc. and Par Pharmaceutical, Inc.*

     10.41  Development  and  Supply  Agreement,  dated as of April 17,  2001,
            between  Par  Pharmaceutical,   Inc.,  Dr.  Reddy's   Laboratories
            Limited, and Reddy-Cheminor, Inc.*

        * Exhibits  10.40 and 10.41 were  previously  attached to our  Quarterly
Report on Form 10-Q for the three months ended September 29, 2001, as amended by
our Form 10-Q/A.  Pursuant to a  confidential  treatment  request filed with the
Securities and Exchange Commission, certain portions of Exhibits 10.40 and 10.41
were omitted in our prior filing. The current filing reflects the Securities and
Exchange Commission's decision regarding our confidential treatment request.




<PAGE>


                                    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.

                                       PHARMACEUTICAL RESOURCES, INC.
                                       ------------------------------
                                       Registrant)




July 19, 2002                          /s/ Kenneth I. Sawyer
                                       -----------------------------------------
                                       Kenneth I. Sawyer
                                       Chief Executive Officer and Chairman of
                                       the Board of Directors
                                       (Principal Executive Officer)




July 19, 2002                          /s/ Dennis J. O'Connor
                                       ---------------------------------------
                                       Dennis J. O'Connor
                                       Vice President - Chief Financial Officer
                                       and Secretary
                                       (Principal Accounting and Financial
                                        Officer)