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

                                ________________

                                   FORM 10-Q/A

                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:

         10.9.3      Second Amended and Restated Employment Agreement,  dated as
                     of   January   4,  2001,   between   Kenneth   I.   Sawyer,
                     Pharmaceutical Resources, Inc.

         10.39       License  Agreement,  dated  as of  July  9,  2001,  between
                     Breathe Ease Limited and Par Pharmaceutical, Inc.

         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.*

         10.42       Supply and  Marketing  Agreement,  dated as of November 19,
                     2001,  between  Pentech   Pharmaceuticals,   Inc.  and  Par
                     Pharmaceutical, Inc. Par Pharmaceutical, Inc.

         10.43       Development,  License  and  Supply  Agreement,  dated as of
                     December 11, 2001,  between Elan  Corporation  PLC. and Par
                     Pharmaceutical, Inc.*


         *   Certain portions of Exhibits 10.40, 10.41 and 10.43 have been
             omitted and have been filed with the Commission 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)




                                         /s/ Kenneth I. Sawyer
January 10, 2002                         ---------------------------------------
                                         Kenneth I. Sawyer
                                         Chief Executive Officer and Chairman of
                                         the Board of Directors
                                         (Principal Executive Officer)



                                         /s/ Dennis J. O'Connor
January 10, 2002                         ---------------------------------------
                                         Dennis J. O'Connor
                                         Vice President - Chief Financial
                                           Officer and Secretary
                                         (Principal Accounting and
                                           Financial Officer)