<PAGE>
 
                                   FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549


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


For the Quarter Ended                        Commission File Number:  1-10432
September 30, 1996


                       ROBERTS PHARMACEUTICAL CORPORATION
             (Exact name of registrant as specified in its charter)


    NEW JERSEY                                               22-2429994
(State or other jurisdiction of                           (I.R.S. Employer
incorporation or organization)                            Identification No.)


  MERIDIAN CENTER II
  4 INDUSTRIAL WAY WEST
  EATONTOWN, NEW JERSEY                                       07724
(Address of principal executive offices)                    (Zip Code)


              (Registrant's telephone number, including area code:
                                 (908) 389-1182


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 
                                                        ---       ---   


              Class                              Outstanding Shares at
                                                  August 13, 1996
          Common Stock                              19,207,401
                                                 -----------------
<PAGE>
 
                       ROBERTS PHARMACEUTICAL CORPORATION

                                     INDEX

                                                             Page


Part I

           Item 1 - Financial Statements                       2

           Item 2 - Management's Discussion and Analysis       9


Part II

           Item 1 - Legal Proceedings                          12

           Item 6 - Exhibits and Reports on Form 8-K           13


Signatures                                                     15





Certain information included in this report and other Registrant filings
(collectively, "SEC filings") under the Securities Act of 1933, as amended, and
the Securities Exchange Act of 1934, as amended (as well as information
communicated orally or in writing between the dates of such SEC filings)
contains or may contain forward-looking information that is (i) based upon
assumptions which, if changed, could product significantly different results; or
(ii) subject to certain risks, trends and uncertainties that could cause actual
results to differ materially from expected results.  Among these risks, trends
and uncertainties are matters related to national and local economic conditions,
the effect of certain governmental regulations and programs on the Registrant
and competitive conditions in the marketplace in which the Registrant operates.
See "Management's Discussion and analysis of Financial Condition and Results of
Operations."
<PAGE>
 
                      ROBERTS PHARMACEUTICAL CORPORATION
                          CONSOLIDATED BALANCE SHEETS
                      (IN THOUSANDS EXCEPT PER SHARE DATA)
                                  (UNAUDITED)

<TABLE> 
<CAPTION> 
                                      September 30, 1996       December 31, 1995
                                      ------------------       -----------------
<S>                                       <C>                     <C>  
ASSETS:
                                                   
  Current assets:                                  
     Cash and cash equivalents            $ 91,983                $ 16,357
     Marketable securities                  12,171                  13,649
     Accounts receivable, net               19,054                  26,318
     Accounts receivable from                      
       shareholder                               0                     600
     Inventory                              20,063                  20,785
     Deferred tax assets                    10,419                  10,419
     Net assets held for sale                4,300                   4,300
     Other current assets                    2,452                   1,342
                                          --------                --------
                                                   
     Total current assets                  160,442                  93,770
                                                   
  Fixed assets, net                         15,340                  15,681
  Intangible assets                        225,993                 230,681
  Other assets                                 166                     158
                                          --------                --------
                                                   
     Total assets                         $401,941                $340,290
                                          ========                ========
</TABLE>



   The accompanying notes are an integral part of these financial statements.

                                     - 2 -
<PAGE>
 
                       ROBERTS PHARMACEUTICAL CORPORATION
                          CONSOLIDATED BALANCE SHEETS
                      (IN THOUSANDS EXCEPT PER SHARE DATA)
                                  (UNAUDITED)

<TABLE> 
<CAPTION> 
                                      September 30, 1996      December 31, 1995
                                      ------------------      -----------------
<S>                                        <C>                    <C> 
LIABILITIES AND
  SHAREHOLDERS' EQUITY                                           
                                                                 
  Current liabilities:                                           
     Current installments of                                     
       long-term debt                      $  6,642               $ 34,809
     Accounts payable                        11,734                 14,737
     Dividends payable                          475                      0
     Income taxes payable                     4,499                  3,708
     Other current liabilities               21,744                 28,528
                                           --------               --------
                                                                 
     Total current liabilities               45,094                 81,782
                                                                 
  Long-term debt, excluding                                      
     current debt installments               10,639                 16,183
  Deferred taxes payable                      6,311                  6,311
  Other liabilities                             490                    547
                                                                 
  Shareholders' equity:                                          
     Class B preferred stock,                                    
     $.10 par 10,000,000 shares                                  
     authorized, 4,200,000 issued               420                    ---
                                                                 
  Common stock, $.01 par,                                        
     50,000,000 shares authorized,                               
     19,581,855 and 18,646,636                                   
     outstanding                                196                    189
                                                                 
  Additional paid-in capital                365,404                256,296
  Cumulative translation adjustments           (286)                  (296)
  Retained earnings (deficit)               (26,090)               (20,485)
  Treasury stock, 387,594 shares                                 
     of common stock, at cost                  (237)                  (237)
                                           --------               --------
                                                                 
     Total shareholders' equity             339,407                235,467
                                           --------               --------
                                                                 
     Total liabilities and                                       
       shareholders' equity                $401,941               $340,290
                                           ========               ========
 
</TABLE>



   The accompanying notes are an integral part of these financial statements.

                                     - 3 -
<PAGE>
 
                       ROBERTS PHARMACEUTICAL CORPORATION
                     CONSOLIDATED STATEMENTS OF OPERATIONS
                      (IN THOUSANDS EXCEPT PER SHARE DATA)
                                  (UNAUDITED)

<TABLE>
<CAPTION>
                                   For the nine months    For the three months
                                   ended September 30,    ended September 30,
                                     1996       1995        1996        1995
                                  ----------  ---------  ----------  ----------
<S>                               <C>         <C>        <C>         <C> 
Sales and Revenue:
  Sales                            $ 65,683    $80,824     $21,676     $34,309
  Other revenue                          36         35          12          12
                                   --------    -------     -------     -------
 
Total sales and revenue              65,719     80,859      21,688      34,321
                                   --------    -------     -------     -------
 
Operating costs and expenses:
  Cost of sales                      32,739     37,652      10,346      18,379
  Research & development              2,941      5,329         945       1,729
  Marketing                          25,930     17,213       9,162       6,773
  Distribution                        2,130      2,395         683         891
  Administration                     13,495     13,243       4,074       4,698
                                   --------    -------     -------     -------
 
Total operating costs &
  expenses                           77,235     75,832      25,210      32,470
                                   --------    -------     -------     -------
 
Operating (loss) income             (11,516)     5,027      (3,522)      1,851
                                   --------    -------     -------     -------
 
Other income (expense):
  Interest income                     1,180      1,518         374         537
  Interest expense                   (1,597)    (2,463)       (426)       (846)
  Foreign currency gain(loss)           (11)        (8)          2          12
  Other income(expense), net              0         49           1          30
                                   --------    -------     -------     -------
 
Total other income(expense)            (428)      (904)        (49)       (267)
                                   --------    -------     -------     -------
 
(Loss) income from continuing
  operations before income
   taxes                            (11,944)     4,123      (3,571)      1,584
 
(Benefit) provision for income
   taxes                             (2,845)     1,625        (438)        635
                                   --------    -------     -------     -------  
 
(Loss) income from continuing
  operations                         (9,099)     2,498      (3,133)        949
 
Discontinued operations
 
  Loss from operations of
    Discontinued Divisions,
    net of tax benefits of
    $1,228 and $875,
    respectively.                       ---     (3,002)        ---        (618)

  Gain (loss) on disposal of
    Discontinued Operations,
    net of tax provision
    (benefit) of $2,044
    and ($995), respectively.         3,969    (10,992)        ---         ---
                                    -------    -------     -------     ------- 

Net (loss) income                   $(5,130)  $(11,496)    $(3,133)    $   331
                                    =======   ========     =======     =======
</TABLE> 

         

                                     - 4 -
<PAGE>
 
<TABLE> 
<S>                               <C>         <C>        <C>         <C> 
Per share of common stock,
  primary and fully diluted:

(Loss) income from continuing
  operations                        $  (.46)  $   0.13     $  (.16)   $   0.05

Net Loss (income) from
  discontinued operations               .20      (0.75)          0       (0.03)
                                   --------    -------     -------    --------  

Net (loss) income                  $   (.26)   $ (0.62)    $  (.16)   $   0.02 
                                   ========    ========    =======    ========

Weighted average number
  of common shares
  outstanding, primary
  and fully diluted:             19,581,855  18,646,636 19,581,855  18,604,968

</TABLE> 

   The accompanying notes are an integral part of these financial statements.

                                     - 5 -
<PAGE>
 
                       ROBERTS PHARMACEUTICAL CORPORATION
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (IN THOUSANDS)
                                  (UNAUDITED)

<TABLE>
<CAPTION>
                                                    For the nine months
                                                     ended September 30,
                                                   1996              1995
                                                   ----              ----
<S>                                            <C>               <C>
 
Cash flows from operating activities:           $    500          $ 14,566
                                                --------          --------
                                                               
Cash flows from investing activities:                          
   Redemption of marketable securities             1,478             5,666
   Purchases of intangible assets                    (80)           (2,802)
   Purchases of fixed assets                        (101)             (299)
   Impact of discontinued operations                   0              (136)
                                                --------          --------
       Net cash provided by                                    
          investing activities                     1,297             2,429
                                                --------          --------
                                                               
Cash flows from financing activities:                          
   Payments on long term debt                    (36,191)          (16,631)
   Net proceeds from issuance of                               
     common stock and preferred stock            109,534               690
   Proceeds from sale of product rights              500                 0
   Impact of discontinued operations                   0                (7)
                                                --------          --------
       Net cash provided by (used in)                          
          financing activities                    73,843           (15,948)
                                                --------          --------
                                                               
Exchange rate changes on cash and                              
   cash equivalents                                  (14)               47
                                                --------          --------
                                                               
Change in cash and cash equivalents               75,626             1,094
Beginning cash and cash equivalents               16,357             9,819
                                                --------          --------
                                                               
Ending cash and cash equivalents                $ 91,983          $ 10,913
                                                ========          ========
                                                               
Supplemental cash flow information:                            
   Interest paid                                $  2,363          $  2,364
   Income taxes (refunded) paid                     (267)            2,624
   Dividends payable, 5% Preferred Stock             475                 0
 
</TABLE>



   The accompanying notes are an integral part of these financial statements.

                                     - 6 -
<PAGE>
 
1.   Summary of Significant Accounting Policies
     ------------------------------------------


Basis of Presentation
---------------------

In the opinion of management, the accompanying consolidated financial statements
include all necessary adjustments, consisting of normal adjustments, necessary
for a fair presentation of results for the period reported.  All dollar amounts
are presented in thousands, except per share data.

2.   Inventory
     ---------

Inventory at September 30, 1996 consists of:

          Raw Materials       $ 3,298
          Finished Goods       16,765
                              -------
                           
          Total               $20,063
                              =======

3.   Contingency
     -----------

A shareholder class action suit has been instituted in the United States
District Court for the District of New Jersey against Roberts Pharmaceutical
Corporation and certain of its officers and a former officer for alleged
violations of certain federal securities laws.  The Company is not able to
predict the outcome of this proceeding at this time, and management is not able
to determine the amount of the potential liability, if any.  Roberts
Pharmaceutical believes that it has complied with all of its obligations under
the federal securities laws.  Roberts Pharmaceutical intends to defend
vigorously against the plaintiff's allegations and considers such allegations to
be without merit.

4.   Discontinued Operations
     -----------------------

The Company has reassessed the estimated 1996 operating loss (reflected in the
year end 1995 financial statements) of its VRG Division.  This has resulted in a
revision of the expected annual earnings from operations for the VRG Division in
the amount of $4.0 million, net of taxes; this adjustment was reflected in the
second quarter operating results.

5.   Convertible Preferred Stock
     ---------------------------

On August 29, 1996 the Company issued 4,200,000 shares of 5% Convertible
Preferred Stock (the 5% Preferred Stock), $.10 par value, for $25.00 per share.
The 5% Preferred Stock is convertible into shares of Roberts Pharmaceutical
Corporation's Common Stock at a conversion rate, as of any date, of 90% of the
lowest trade price of the Common Stock as reported by the Nasdaq National Market
during  a specified period of trading days (the "Measurement

                                     - 7 -
<PAGE>
 
Period") immediately preceding such date subject to a maximum conversion price
equal to 115% of the average of the mean between the closing bid price and
closing ask price (as reported on NASDAQ) for each trading day during the 90 day
period following August 29, 1996. For the first 120 days following the original
issuance of the 5% Preferred Stock, the Measurement Period is five trading days.
The Measurement Period increases by one trading day for each 30 day period
thereafter, up to a maximum of 13 trading days.

At the Company's option, the 5% Preferred Stock may be converted into Common
Stock at any time beginning on August 29, 1997 at a Conversion Price determined
in accordance with the provisions described above, subject to certain
restrictions.  On August 29, 1998, all then outstanding shares of 5% Preferred
Stock will be automatically converted into Common Stock at the Conversion Price
then in effect.





                                     - 8 -
<PAGE>
 
Item 2.   Management's Discussion and Analysis of Financial Conditions and
          Results of Operations

Results of Operations
Nine months ended September 30, 1996 and 1995

Corporate Revenues
------------------

Total revenue for the nine months and quarter ended September 30, 1996 decreased
$15.1 million and $12.6 million respectively as compared with the first nine
months and third quarter of 1995.  This decrease was the result of a decrease in
product revenue.

Product Sales
-------------

For the nine months ended September 30, 1996, product sales decreased $15.1
million from $80.8 million in 1995 to $65.7 million primarily as a result of 
declining volume of older brands, distribution pattern shifts, increased generic
competition and supply difficulties caused by a change in distribution system 
providers.

For the nine months ended September 30, 1996, sales of the Company's United
Kingdom subsidiary, Monmouth Pharmaceuticals, Ltd., decreased $.4 million from
$8.7 million to $8.3 million primarily as a result of foreign exchange impact.
Sales of the Company's Canadian subsidiary increased $.5  million from $7.9
million to $8.4 million.

Product sales in the third quarter decreased $12.6 million from $34.3 million in
1995 to $21.7 million.  Product sales in the U.S. decreased $13.0 million from
$28.9 million to $15.9 million.  Sales in the United Kingdom increased $.2
million from $2.9 million to $3.1 million.  Sales of the Company's Canadian
subsidiary increased $.1 million from $2.5 million to $2.6 million.

Cost of Sales
-------------

For the nine months ended September 30, 1996, cost of sales amounted to 49.8% of
product sales, a 3.3 percentage point increase as compared to the prior year's
comparable period.  For the three months ended September 30, 1996, cost of sales
amounted to 47.7% of product sales, a 5.8 percentage point decrease over the
third quarter of 1995.  This decrease in cost of sales is due to an increase in
NOROXIN'S gross margin from 1995 to 1996 due to a one-time adjustment in third
quarter 1995.

Research and Development
------------------------

For the nine months ended September 30, 1996, Research and Development expenses
decreased $2.4 million from $5.3  million to $2.9 million.  For the quarter
ended September 30, 1996, Research and Development expenses decreased $.8
million to $.9 million from $1.7 million incurred for the comparable period in
1995.  Both decreases are due to a reduced level of expenditure required to
support the Company's development program for AGRELIN.

                                     - 9 -
<PAGE>
 
Marketing and Administrative Expenses
-------------------------------------

For the nine months ended September 30, 1996, Marketing and Administrative
expenses increased $8.7 million from $32.9 million to $41.6 million.  Marketing
expenses increased $8.7 million as a result of promotional activities for new
products and the expansion of sales forces in the United States, United Kingdom
and Canada.  Administrative expenses increased $.3 million primarily as a result
of a $1.7 million increase in amortization of intangibles related to prior
product acquisitions offset by a decrease in bad debt expense of $1.1 million
and a decrease in other corporate support of $.3 million.  Distribution expenses
decreased $.3 million due to lower sales volume.

For the quarter ended September 30, 1996, Marketing and Administrative expenses
increased $1.5 million from $12.4 million to $13.9 million as marketing costs
increased to accommodate expanded promotional activities as compared to the
comparable 1995 period.  For the third quarter of 1996, intangible amortization
was $1.7 million, a $.4 million increase from 1995.

The Company has, subsequent to September 30, 1996, sold the Nucofed(R) and
Quibron(R) brands. This sale, net of proceeds, will result in a one time, non-
cash write-off of product intangibles of approximately $10.0 million.

The Company has also, subsequent to September 30, 1996, sold the majority of its
non-core OTC brands. Net of proceeds, this sale will result in an additional 
one time, non-cash write-off of product intangibles of approximately $1.2 
million.

Interest Income and Expense
---------------------------

Interest income decreased $.3 million from $1.5 million to $1.2 million as a
result of a decrease in invested marketable securities.  Interest expense
decreased $.9 million from $2.5 million to $1.6 million primarily as a result of
a decrease in long term debt as compared to the prior year's comparable period.

Income Taxes
------------

For the nine months and quarter ended September 30, 1996, the income tax benefit
is calculated using a normal statutory rate for continuing operations except for
certain taxes related to foreign operations.

The Company has recorded deferred tax assets of approximately $11.9 million.  
Realization is dependent upon generating sufficient taxable income to utilize 
such items.  Although realization is not assured, management believes it is more
likely than not that all of the deferred tax assets will be realized.  The 
amount of the deferred tax assets considered realizable, however, could be 
reduced at any time (including in connection with the finalization of the 
Company's year end financial statements) if estimates of future taxable income 
are reduced.

                                     - 10 -
<PAGE>
 
Liquidity and Capital Resources
-------------------------------

For the nine months ended September 30, 1996, the Company's cash and cash
equivalents increased $75.6 million from $16.4 million to $92 million due to the
Company's financing activities. Preferred Stock and Common Stock private
placements were completed; net proceeds from the offerings were $109.5 million.
This increase was offset by $36.2 million in long-term debt payments including a
$20 million final payment on a product acquisition debt.

Operating activities provided $.5 million in cash.  The primary components of
cash provided by operating activities were a $7.9 million decrease in accounts
receivable offset by the net loss of $5.6 million, which includes $3.2 million
of non-cash charges, and increased working capital requirements of $5 million.

Investing activities provided $1.2 million, comprised of $1.4 million in
marketable securities redemptions offset by asset purchases.

The Company will use its existing cash and securities balances in addition to
cash generated from operations to fund its operating activities, capital
expenditures and debt obligations as well as to support development of the
existing pipeline and purchases of new pipeline compounds.

Foreign Currency Fluctuations
-----------------------------

The Company has subsidiary operations outside the United States.  As a result,
the Company is subject to fluctuations in reported revenues and costs reported
in United States dollars as a consequence of changing currency exchange rates,
especially rates for the British pound and Canadian dollar.  Such fluctuations
were not material for the three or nine months ended September 30, 1996.

Subsequent Events
-----------------

On October 8, 1996, the Company announced that the sale of Quibron(R) and
Nucofed(R) had been completed.

On October 15, 1996, the Company announced that it had agreed, in principle, to
acquire a fully equipped pharmaceutical manufacturing facility from Searle
Canada.

On November 6, 1996, the Company completed the sale of the majority of its non-
core OTC brands.


                                     - 11 -
<PAGE>
 
Item 1.   Legal Proceedings

The Company previously reported in its Current Reports on Form 8K dated April
10, 1995 and June 26, 1995, respectively, and its Quarterly Report on Form 10-Q
for the quarter ended June 30, 1995, that two shareholder class action suits had
been instituted against it and certain of its officers in the United States
District Court for the District of New Jersey.  The second suit filed by Dieter
Zander has been voluntarily dismissed by the plaintiff.  The first complaint, as
amended, was filed by Grace Cowit on behalf of all persons who purchased shares
of the Company's Common Stock between November 7, 1994 and May 31, 1995.

                                     - 12 -
<PAGE>
 
Item 6    Exhibits and Reports on Form 8K
          Reports on Form 8K

Date of Report      Item
--------------      ----

8/20/96             Roberts Pharmaceutical Corporation announced that it has
                    entered into a Letter of Intent with Monarch Pharmaceutical,
                    Inc. concerning Roberts intentions to sell the COMHIST(R),
                    NUCOFED(R) and QUIBRON(R) lines of pharmaceutical products.
                    Roberts intends to sell to Monarch which intends to purchase
                    all the U.S. rights, titles and interest in the three
                    product lines.  The parties intend to commence negotiations
                    leading to a definitive asset purchase agreement as soon as
                    possible.

9/11/96             Roberts Pharmaceutical Corporation has announced that the
                    Food and Drug Administration (FDA) has cleared
                    ProAmatine(TM) (midodrine hydrochloride) for U.S. marketing.
                    The Company anticipates the U.S. launch of ProAmatine(TM)
                    shortly.

                    In an earlier press release, the Company announced receipt
                    of an FDA approval letter noting that "ProAmatine is
                    approvable under 21 CFR Subpart H - Accelerated approval of
                    new drugs for serious or life-threatening illnesses."
                    Roberts subsequently submitted labeling and promotional
                    material to the FDA for review as a prerequisite to
                    marketing.  That step of the review process has now been
                    completed and Roberts is preparing for the near-term launch
                    of ProAmatine(TM).

9/13/96             Roberts Pharmaceutical Corporation announced that the
                    Company has concluded private placements representing $115
                    million in gross proceeds.  The sale consisted of $105
                    million of 5% Convertible Preferred Stock and $9.9 million
                    of Common Stock.  The Common Stock was sold to several funds
                    managed by a long-term, growth-oriented fund manager.

                    The Preferred Stock purchasers consist of a group of
                    institutional investors who have agreed to restrictions on
                    the resale of any Common Stock acquired on conversion.
                    Based upon a formula which, over time, adjusts the
                    conversion price to changes in the market price of the
                    Common Stock, the Preferred Stock is convertible into Common
                    Stock at a 10% discount and automatically converts on

                                     - 13 -
<PAGE>
 
                    August 29, 1998.  Roberts will hold a meeting of
                    shareholders in the near term to approve the full number of
                    shares of Common Stock issuable upon conversion of the
                    Preferred Stock.  The Company has put aside a substantial
                    portion of the proceeds from the offering to redeem a
                    portion of the Preferred Stock should approval not be
                    obtained before November 28, 1996.

10/08/96            Roberts Pharmaceutical Corporation and Monarch
                    Pharmaceuticals announced that Monarch has acquired from
                    Roberts two separate respiratory care product lines.  The
                    two product lines involved in the acquisition are NUCOFED(R)
                    and QUIBRON(R).  The NUCOFED(R) family of products are for
                    symptomatic relief of coughing and congestion associated
                    with respiratory infections and related conditions.  The
                    QUIBRON(R) family of products is indicated for symptoms of
                    asthma, bronchitis and emphysema.  The sale by Roberts is in
                    keeping with Roberts plan to concentrate on pipeline
                    products and Monarch's strategy to grow through the
                    acquisition of well-established brand name products.

10/11/96            Roberts Pharmaceutical Corporation announced the election of
                    Dr. Zola P. Horovitz to the Board of Directors.  The
                    election of Dr. Horovitz fills the vacancy created by the
                    passing of W. Robert Fowler, M.D., a long standing member of
                    the Roberts Board.

10/17/96            Roberts Pharmaceutical Corporation announced that the
                    Company has agreed in principle to acquire a fully-equipped
                    pharmaceutical manufacturing facility currently operated by
                    Searle Canada.  The 100,852 square foot facility located in
                    Oakville, Ontario, is approved by both the U.S. Food and
                    Drug Administration and the Health Protection Branch of
                    Canada.

                    The facility includes manufacturing and packaging areas as
                    well as laboratory, warehouse and administrative space.
                    Searle has agreed in principle to lease back space for a
                    time after finalizing the purchase, expected in early 1997.
                    Searle has also agreed in principle to have Roberts continue
                    certain product packaging requirements currently being met
                    by the facility.  Roberts may consider the possibility of
                    contract manufacturing for Searle or other pharmaceutical
                    companies.  Roberts may also consider consolidation of
                    distribution channels into the site.

11/06/96            Roberts Pharmaceutical Corporation announced that it has
                    agreed in principle to license from Eli Lilly and Co. three
                    developmental compounds.  Two of the compounds are being
                    developed for, and may represent potential breakthroughs
                    for, Functional Bowel Disorders.  The third compound,
                    tazofelone, has just completed a phase II efficacy trial,
                    and will be indicated for Inflammatory Bowel Disease,
                    including ulcerative colitis and Crohn's disease.

                    Under terms of the agreement, Lilly will receive a signing 
                    fee, milestone payments and royalties for products that 
                    result from this licensing agreement.  Lilly will license 
                    all patent rights to these compounds to Roberts.

11/08/96            Roberts Pharmaceutical Corporation announced today that
                    shareholders, at a special meeting and by approximately 95%
                    of votes cast, approved the following proposals:

                    1. The issuance to the holders of the Company's 5%
                       Convertible Preferred Stock, $.10 par value per share of
                       the full number of shares of the Company's Common Stock,
                       $.01 par value per share to which such holders are
                       entitled upon conversion of the 5% Preferred Stock; and

                    2. An amendment to the Company's Amended and Restated
                       Certificate of Incorporation which increases the
                       authorized shares of the Company's Common Stock, from
                       50,000,000 shares to 100,000,000 shares.

                                     - 14 -
<PAGE>
 
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.



Date:  _________________            _____________________________
                                    Peter M. Rogalin
                                    Vice President and Treasurer



Date:  ________________             _____________________________
                                    Peter M. Rogalin
                                    Chief Accounting Officer

                                     - 15 -