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

                                ________________

                                   FORM 10-Q/A
                                 Amendment No. 1

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

                  For the quarterly period ended June 30, 2002

                         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 T No ___


                                   32,492,490
       Number of shares of Common Stock outstanding as of August 9, 2002.

<PAGE>

Item 6.  Exhibits and Reports on Form 8-K.
-------  ---------------------------------

     (a)  Exhibits:

          10.38  Patent and Know How License  Agreement dated May 24, 2002 among
                 Nortec  Development  Associates,  Inc. and Par  Pharmaceutical,
                 Inc.*

          10.39  Amendment  No. 1 to the Patent and Know How  License  Agreement
                 dated May 24, 2002 among Nortec  Development  Associates,  Inc.
                 and Par Pharmaceutical, Inc.*

          10.40  Patent and Know How License Agreement dated June 14, 2002 among
                 Nortec  Development  Associates,  Inc. and Par  Pharmaceutical,
                 Inc.*


          * Certain  portions of this  exhibit  have been  omitted and have been
          filed with the SEC  pursuant to a request for  confidential  treatment
          thereof.

<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)




October 21, 2002                       /s/ Kenneth I. Sawyer
                                       ---------------------------------------
                                       Kenneth I. Sawyer
                                       Chief Executive Officer and Chairman of
                                       the Board of Directors
                                       (Principal Executive Officer)




October 21, 2002                       /s/ Dennis J. O'Connor
                                       ---------------------------------------
                                       Dennis J. O'Connor
                                       Vice President - Chief Financial
                                       Officer and Secretary
                                       (Principal Accounting and Financial
                                       Officer)

<PAGE>

                                  EXHIBIT INDEX


    Exhibit Number           Description                          Page Number
    --------------           -----------                          -----------


        10.38  Patent and Know How  License  Agreement  dated May 24, 2002 among
               Nortec Development Associates, Inc. and Par Pharmaceutical, Inc.*

        10.39  Amendment  No. 1 to the  Patent  and Know How  License  Agreement
               dated May 24, 2002 among Nortec Development Associates,  Inc. and
               Par Pharmaceutical, Inc.*

        10.40  Patent and Know How License  Agreement  dated June 14, 2002 among
               Nortec Development Associates, Inc. and Par Pharmaceutical, Inc.*


      * Certain  portions  of this  exhibit  have been  omitted  and have been
      filed with the SEC  pursuant  to a request  for  confidential  treatment
      thereof.