SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C. 20549

                                FORM 10-Q

 [X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE 
        SECURITIES EXCHANGE ACT OF 1934
           For the quarterly period ended June 30, 1997

                                   OR
   

 [ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
        SECURITIES EXCHANGE ACT OF 1934
           For the transition period from _________ to ________.


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



          Delaware                                   04-2514637
(State or other jurisdiction of         (IRS Employer Identification No.)  
  incorporation or organization)


            25 John Road                                   
       Canton, Massachusetts                            02021
(Address of principal executive offices)             (Zip Code)


                       Commission file number:  0-20126

       Registrant's telephone number, including area code:  (617) 821-6111


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

The number of shares outstanding of the registrant's only class of common
stock as of July 31, 1997 was 19,119,235 shares.
	

 
                        
<PAGE 2>

                          COPLEY PHARMACEUTICAL, INC.
                                    INDEX
                     For the Six Months Ended June 30, 1997



PART I.            FINANCIAL INFORMATION                          PAGE NO.

Item 1.  Condensed Consolidated Financial Statements

         Condensed Consolidated Balance Sheets as of 
          June 30, 1997 and December 31, 1996                         3

         Condensed Consolidated Statements of Operations
          for the three and six months ended June 30,
          1997 and 1996                                               4

         Condensed Consolidated Statements of Cash Flows 
          for the six months ended June 30, 1997 and 1996             5 

         Notes to Condensed Consolidated Financial Statements       6 - 10


Item 2.  Management's Discussion and Analysis of Results of 
          Operations and Changes in Financial Condition            11 - 14


PART II.                OTHER INFORMATION

Item 1.  Legal Proceedings                                            14

Item 4.  Submission of Matters to a Vote of Security Holders          15

Item 6.  Exhibits and Reports on Form 8-K                             15

         Signature                                                    16









<PAGE 3>

PART 1.  Item 1.  Condensed Consolidated Financial Statements
<TABLE>
                       COPLEY PHARMACEUTICAL, INC.
                 CONDENSED CONSOLIDATED BALANCE SHEETS
<CAPTION>
                                                   Unaudited 
(In thousands, except share data)                   JUNE 30,     DECEMBER 31,
                                                      1997          1996
                                                    --------      -----------
<S>                                                <C>           <C> 
ASSETS
Current assets:
Cash and cash equivalents                           $  9,717      $  15,974
Available-for-sale securities                         15,965         13,757
Accounts receivable, trade, net                       25,104         27,024
Inventories:
  Raw materials                                       11,986         12,580
  Work in process                                      4,074          4,390
  Finished goods                                      11,004         10,161
                                                     -------        -------
Total inventories                                     27,064         27,131
Prepaid income taxes                                   1,342           --- 
Current deferred tax assets                            6,473          6,548 
Other current assets                                   4,767          4,241
                                                     -------        ------- 
  Total current assets                                90,432         94,675

Property, plant and equipment, net                    49,285         52,355
Deferred tax assets                                      200            215
Other assets                                           3,149          4,482
                                                     -------        -------
TOTAL ASSETS                                        $143,066       $151,727
                                                     =======        =======

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
  Accounts payable, trade                           $  5,576       $  6,360
  Accounts payable, related party                      7,976         10,948
  Current portion of long-term debt                      300            300
  Accrued compensation and benefits                    1,139          1,398
  Accrued rebates                                      5,892          6,908
  Accrued income taxes                                   ---            883
  Accrued recall relates and litigation expenses       9,194         17,839
  Accrued expenses                                     5,991          1,860
                                                     -------        -------
    Total current liabilities                         36,068         46,496

Accrued recall related and litigation expenses         3,550            ---
Long-term debt                                         5,100          5,100
                                                     -------         -------
TOTAL LIABILITIES                                     44,718         51,596

Shareholders' equity:
  Preferred stock, $.01 par value; authorized
    3,000,000 shares; none issued                        ---            ---
  Common stock, $.01 par value; authorized 
    60,000,000 shares; issued 25,370,745 shares          254            254
  Additional paid-in capital                          77,982         77,875
  Unrealized holding loss on available-for-sale
    securities                                          (20)            ---
  Retained earnings                                   32,692         34,569
  Treasury stock, at cost, 6,251,510 and 6,266,258
    shares outstanding, respectively                (12,560)       (12,567)
                                                     -------        -------
   Total shareholders' equity                         98,348        100,131
                                                     -------        -------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY          $143,066       $151,727
                                                     =======        =======
</TABLE>
[FN]	
The accompanying notes are an integral part of the Condensed Consolidated 
 Financial Statements.


<PAGE 4>
<TABLE>
                         COPLEY PHARMACEUTICAL, INC.
                CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

<CAPTION>
   FOR THE THREE                                              FOR THE SIX
    MONTHS ENDED                                              MONTH ENDED
      JUNE 30,              (Unaudited)                         JUNE 30,
  1997       1996   (In thousands, except share data)       1997       1996
-------    -------                                        --------   --------  
<C>       <C>       <S>                                   <C>        <C> 
                    Net sales:
$17,223    $22,608   Manufactured products                 $32,757    $40,049     
  8,277     12,703   Distributed products                   18,559     19,609
 ------     ------                                          ------     ------ 
 25,500     35,311     Net sales                            51,316     59,658
  
                    Cost of goods sold:
 12,223     16,914   Manufactured products                  25,193     32,136
  6,429      8,395   Distributed products                   14,446     12,872
 ------     ------                                          ------     ------ 
 18,652     25,309     Cost of goods sold                   39,639     45,008
 ------     ------                                          ------     ------

  6,848     10,002       Gross profit                       11,677     14,650

                    Operating expenses:
  3,566      3,298    Research and development               6,249      7,202
                      Selling, marketing and 
  1,051      1,618       distribution                        2,319      5,031
  1,990      2,421    General and administrative             3,466      3,671
  2,167       (255)   Recall related and litigation, net     2,366        (64)
    310       ---     Restructuring                            312        ---
 ------     ------                                          ------     ------ 
 (2,236)     2,920      Income (loss) from operations       (3,035)    (1,190)

    350        205    Interest and other investment income     653        381
    (68)       (61)   Interest expense                        (130)      (119)
 (1,540)      (288)   Other income (expenses), net          (1,500)    (1,319)
 ------     ------                                          ------     ------ 
 (3,494)    2,776      Income (loss) before income taxes   (4,012)    (2,247)

 (1,980)     1,074    Provision (benefit) for income taxes  (2,135)      (920)
 ------     ------                                          ------     ------ 
$(1,514)    $1,702    NET INCOME (LOSS)                    $(1,877)   $(1,327)
 ======     ======                                          ======     ======

                      Weighted average common 
                       shares outstanding:
19,119      19,269      Primary                             19,119     19,071
19,119      19,269      Fully diluted                       19,119     19,071

                      Earnings (loss) per share:
$(0.08)      $0.09      Primary                             $(0.10)    $(0.07)
$(0.08)      $0.09      Fully diluted                       $(0.10)    $(0.07)

</TABLE>
[FN]

The accompanying notes are an integral part of the Condensed Consolidated   
  Financial Statements.




<PAGE 5>

<TABLE>
                          COPLEY PHARMACEUTICAL, INC.
               CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

<CAPTION>
                                                             FOR THE SIX
                                                             MONTHS ENDED 
(Unaudited)                                                      JUNE 30,
(In thousands)                                              1997        1996 
                                                           ------      ------
<S>                                                       <C>          <C>
Cash flows from operating activities:
  Net income (loss)                                       $(1,877)    $(1,327)
  Adjustments to reconcile net income (loss) to net
    cash provided by (used in) operating activities:
    Depreciation and amortization                           3,628       3,532
    Realized loss on sales of assets                         (116)        518
    Change in deferred taxes                                   90        (121)
  Changes in operating assets and liabilities:
   Decreases (increases) in assets:
    Accounts receivable                                     1,920       1,382 
    Inventories                                                67        (866)
    Prepaid income taxes                                   (2,225)      1,867
    Other current assets                                     (526)     (2,595)
    Other assets, net of amortization                       1,324      (2,150)
  Increases (decreases) in liabilities:
    Accounts payable                                       (3,756)     (5,939)
    Accrued expenses                                       (2,239)     (4,171)
                                                           ------      ------
      Net cash provided by (used in) operating 
        activities                                         (3,710)     (9,870)
                                                           ------      ------  

Cash flows from investing activities:
  Capital expenditures                                       (649)     (5,845)
  Purchases of available-for-sale securities               (8,946)        --- 
  Proceeds from maturities of available-for sale            6,800       5,000
    securities
  Proceeds from sales of property, plant and equipment        135         ---
                                                           ------      ------  
    Net cash provided by (used in) investing              (2,660)       (845)
      activities
                                                           ------      ------

Cash flows from financing activities:
  Issuance of common stock to Employee Stock Purchase Plan   113         151
                                                           ------      ------
   Net cash provided by (used in) financing activities       113         151
                                                           ------      ------ 

Net increase (decrease) in cash and cash equivalents       (6,257)    (10,564)
Cash and cash equivalents at beginning of period           15,974      18,950
                                                           ------      ------ 
Cash and cash equivalents at end of period               $  9,717     $ 8,386
                                                           ======      ======


</TABLE>
[FN]
The accompanying notes are an integral part of the Condensed Consolidated 
  Financial Statements.

<PAGE 6>
                       COPLEY PHARMACEUTICAL, INC.
                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   For the six months ended June 30, 1997


 NOTE A - GENERAL
In the opinion of the Company, the accompanying condensed consolidated 
financial statements contain all normal and recurring adjustments necessary to 
present fairly the financial position of the Company as of June 30, 1997 and 
December 31, 1996 and the results of its operations for the three and six 
months ended June 30, 1997 and 1996, and its cash flows for the six months 
ended June 30, 1997 and 1996.  While the Company believes that the disclosures 
presented are adequate to make the information not misleading, these financial 
statements should be read in conjunction with the Notes included in the 
Company's Form 10-K for the year ended December 31, 1996. The results for the 
three-month and six-month period ended June 30, 1997 are not necessarily 
indicative of the results that may be expected for any future period.


The Company's quarterly and annual operating results are affected by a wide 
variety of factors that could have a material adverse effect on the Company's 
business, financial condition, results of operations and stock price.  
Statements in this Report on Form 10-Q which are not historical facts, so-
called "forward-looking statements", are made pursuant to the safe harbor 
provisions of the Private Securities Litigation Reform Act of 1995.  Investors 
are cautioned that all forward-looking statements involve risks and 
uncertainties, including those detailed in the Company's filings with the 
Securities and Exchange Commission.  See, for example, "Item 7. Management's
Discussion and Analysis of Financial Condition and Results of Operations - 
Risk Factors and Future Trends" contained in the Company's Form 10-K for the 
year ended December 31, 1996.

	
NOTE B - RELATED PARTY TRANSACTIONS
 
On July 18, 1995, Hoechst Corporation ("HC"), the Company's 51% shareholder,
completed its purchase of Marion Merrell Dow, Inc. ("MMD") and changed MMD's 
name to Hoechst Marion Roussel, Inc. ("HMRI"). This transaction resulted in a 
related party relationship between the Company and its customer Rugby 
Laboratories ("Rugby"), which was a subsidiary of MMD and is now a subsidiary 
of HMRI. Net sales to Rugby totaled approximately $29,000 and $904,000 for the 
six months ended June 30, 1997 and 1996, respectively. Total amounts due from 
Rugby at June 30, 1997 and December 31, 1996, were approximately $39,000 and 
$61,000, respectively.


In connection with HC's acquisition of its majority interest in the Company, 
the Company is a party to a Product Agreement with HC pursuant to which the 
Company is afforded the opportunity under specified conditions to distribute 
and market the generic version of products sold by Hoechst-Roussel 
Pharmaceuticals, Inc. ("HRPI"), which was an indirect majority-owned 
subsidiary of HC.  This Product Agreement has an initial term of five years, 
until November 11, 1998, and continues unless terminated by either party giving
one year's notice.  On January 1, 1996, HRPI was merged into HMRI.  
HMRI has agreed to be bound by the Product Agreement to the extent that HRPI 
was bound; that is, the Product Agreement continues to be in effect for 
products manufactured by the former HRPI but not for products manufactured by 
HMRI prior to the merger with HRPI nor for products developed by HMRI after 
January 1, 1996.  In furtherance of the Product Agreement, the Company and 
HMRI enter into separate contracts relating to specific products as these 
products become available for generic distribution.  In order to assure 
continuity of supply under a variety of circumstances and to provide other 
competitive benefits, the Company agreed to renegotiate the existing 
distribution contracts relating to glyburide and micronized glyburide and 
signed new  agreements in July 1997. Also in July 1997, the Company signed a 
separate agreement for the distribution of pentoxifylline. As a result, the 
Company expects increased royalty costs which have been reflected in the 
current quarter's gross profit results.  For the six months ended June 30, 
1997 and 1996, approximately $13.7 million and $13.4 million, respectively, of 
generic versions of products were purchased from HMRI under this Product 
Agreement.


In connection with HC's acquisition of MMD, on December 5, 1995 the Federal 
Trade Commission issued its Decision and Order ("Order") which, among other 
things, requires either HC or MMD to divest its assets relating to research, 
development, manufacture and sale of the compounds mesalamine and rifampin.  

<PAGE 7>

For purposes of the Order, Copley is considered part of HC. Both these 
products were in the developmental stage and the Company had not submitted an 
ANDA for either product.  Copley has agreed to divest  its assets relating to 
mesalamine and rifampin. In April 1997, the Company completed the sale of its 
rifampin assets to a third party and in June 1997, the Company completed the 
sale of its mesalamine assets to  another third party.  The Company expects 
that it will be compensated by its majority owner if it is determined that it
 has not obtained a satisfactory price for these assets.


The Company obtains its comprehensive general liability, product liability, 
excess liability and all risks property insurance coverage through an 
insurance and risk-sharing arrangement with HC and its parent, Hoechst 
Aktiengesellschaft ("Hoechst AG"), and its various subsidiaries. Insurance 
coverage is provided by HC through its wholly-owned insurance subsidiary, as 
well as by external parties. The Company's total insurance expense for these 
insurance policies was approximately $2.4 million and $2.5 million, 
respectively, for the six months ended June 30, 1997 and 1996.


During the six months ended June 30, 1997 and 1996, the Company purchased 
approximately $26,000 and $92,000, respectively, of bulk raw materials from a 
chemical company whose president is a member of the Company's Board of 
Directors.     


During the six months ended June 30, 1997 the Company had net sales of 
approximately $30,000 to Wuxi Chia Tai Copley Pharmaceutical, a Chinese 
company whose majority owner is Chia Tai Copley Pharmaceutical of which the 
Company is a 49% partner. 


In June 1997, the Company discontinued its partnership participation in MIR 
Pharmaceutical, a partnership formed to market and manufacture pharmaceutical 
products in Russia, and whose senior vice president is a member of the 
Company's Board of Directors. This resulted in a one-time charge which is 
reflected in other expenses for the current quarter.


NOTE C - LITIGATION AND CONTINGENCIES

Albuterol Class Action Lawsuits


In connection with the Company's product recall of albuterol sulfate 
inhalation solution, 0.5% ("albuterol"), the Company has been served with 
complaints in numerous lawsuits in federal and state court, some of which are 
on behalf of numerous claimants. The plaintiffs principally seek compensatory 
and punitive damages and allege that injuries and deaths were caused by 
inhalation of allegedly contaminated product manufactured and distributed by 
the Company.


The federal court lawsuits were consolidated in the United States District 
Court for the District of Wyoming as a multi-district litigation for pre-trial 
purposes under the caption In Re: Copley Pharmaceutical, Inc. "Albuterol" 
Products Liability Litigation.  The District Court certified a partial class 
action for determination of liability only and commenced a jury trial in June 
1995. In August 1995, prior to the conclusion of the jury trial, the Company 
entered into a settlement agreement with the representative plaintiffs in the 
class action lawsuit. The settlement calls for the Company to receive a 
general release of all non-death claims in return for contributions by the 
Company and its insurers of a minimum of $65 million and a maximum of $130 
million to settle all non-death claims relating to the Company's manufacture, 
sale and recall of albuterol. An additional $20 million is allocated under the 
terms of the settlement as an estimate of the cost of settling claims by 
persons alleging wrongful death, which claims are limited by the settlement to 
compensatory damages only and are subject to nonbinding negotiation and 
arbitration. Within the Company's minimum and maximum contributions, the 
amount to be paid by the Company is subject to revision based upon the number 
and seriousness of individual claims eventually filed. On November 15, 1995, 
the District Court entered its Order giving final approval of the settlement 
and that Order has become final and nonappealable.


<PAGE 8>

The settlement agreement requires that the $150 million maximum contribution 
be funded by an initial $50 million cash deposit and issuance of letters of 
credit for the remaining balance, to be held by the Albuterol Settlement Trust 
Fund as security for potential future payments.  During the third quarter of 
1995, the Company paid $5.1 million to the Albuterol Settlement Trust Fund and 
obtained approximately $17.1 million in irrevocable stand-by letters of credit 
to cover its uninsured obligation to fund the settlement agreement.  


The settlement agreement required an additional $15.0 million cash deposit 
after the order approving the settlement became final and nonappealable, which 
occurred in late December 1996.  In January 1997, the Company made an 
additional $2.25 million cash deposit and its stand-by letters of credit have 
been reduced by a like amount. The balance was funded by a draw upon a letter 
of credit previously provided by one of the Company's insurers.  These cash 
contributions made by the Company totaling $7.35 million are nonrefundable 
pursuant to the terms of the settlement agreement. 


In August 1997, the Wyoming District Court ordered the Company to make 
additional cash deposits totaling $3.15 million to fund the Company's portion 
of payments of settlement amounts for class action cases alleging wrongful 
death as well as settlements of opt-out cases, legal fees and other related 
expenses. The Company's stand-by letters of credit will be reduced by a like 
amount.


Approximately 5,530 proofs of claim (including approximately 540 alleging 
wrongful death) have been filed with the Special Master appointed by the Court 
to oversee the Albuterol Settlement Trust Fund.  In addition, approximately 
860 clients of Jacoby & Meyers, representing nearly all of that firm's clients 
who are not alleging a death caused by albuterol, have agreed to be treated as 
if they were class members and class counsel have agreed that these claimants 
will be paid out of the Albuterol Settlement Trust Fund.


Recourse to the remaining letters of credit in the class action settlement 
will not occur until all claims are processed and settlement amounts are 
recommended by the Special Master, and is contingent on the number of claims 
filed within certain categories.  Although the total number of claims filed 
against the Albuterol Settlement Trust Fund is less than the number of claims 
for which the settling parties anticipated would be necessary to require the 
maximum funding of the Albuterol Settlement Trust Fund, at this time the 
Company is unable to determine how many of these claims will be awarded 
damages by the Special Master and, if awarded damages, how much will be given 
to various claimants. In addition, administrative fees and class action 
attorney fees and expenses will be paid out of the Albuterol Settlement Trust 
Fund.  Accordingly, the Company cannot predict the total amount to be paid out 
of the Albuterol Settlement Trust Fund.


The settlement is also subject to certain other contingencies and does not 
cover certain individuals who previously opted out of the class action. The 
Company continues to be a defendant in lawsuits that were brought by or on 
behalf of approximately 65 people who properly opted out of the class action. 
In May 1997, a settlement was concluded in two lawsuits involving 
approximately 45 of these persons.  The settlement was previously reserved and 
did not have a material impact on the current quarter's earnings.


Grand Jury Investigation

On May 28, 1997, the Company announced that it had entered into a plea 
agreement pursuant to which it agreed to waive indictment and plead guilty to 
a one count Information charging a violation of Title 18, United States Code, 
Section 371, a conspiracy to defraud the United States and one of its 
agencies, the Food and Drug Administration ("FDA").  The Information alleged 
that Copley made changes in the manufacturing processes for four drugs (only 
two of which, procainamide 500 mg tablets and potassium chloride tablets, 
currently are being manufactured by the Company) without proper notification 
to the FDA and signed false batch records with respect to two of these drugs.  
As part of the plea agreement, the Company agreed to pay a fine of $10.65 
million, $3.55 million of which has been paid with the remainder due in two 
equal installments in June, 1998 and June, 1999. The Company has revised its 
reserve for recall related and litigation expenses which resulted in an after-
tax charge of approximately $2.0 million. The plea was accepted by the United 
States District Court for the District of Massachusetts on June 19, 1997.


<PAGE 9>

The plea agreement followed a nearly four year investigation and grand jury 
subpoenas from the United States Attorney's Office in Massachusetts for 
documents focusing particularly on albuterol and Brompheril(R) products, which 
were recalled by the Company in December 1993 and September 1994, 
respectively, but extending beyond these products. The Company  complied with 
the subpoenas and cooperated with federal authorities throughout the  
investigation. 


Also on May 28, 1997, the Company announced that it had entered into an 
agreement with the FDA providing for an independent audit of 20 of Copley's 
ANDAs.  The Company is cooperating fully with the FDA and the independent 
audit commenced in July.  The FDA has agreed that during this audit it will 
continue to review the company's pending ANDAs, accept new ANDAs from the 
Company, and, where appropriate, approve Copley ANDAs.


Shareholders' Lawsuit 

	
In April 1993, three former shareholders of the Company filed a lawsuit 
against the Company and certain of its officers and directors in the United 
States District Court for the Southern District of New York. Ladenburg, 
Thalmann & Co., Inc., a former financial advisor to the plaintiffs, was also 
named as a defendant in the complaint. The complaint alleged that the Company 
and certain of its officers and directors committed fraud and breached their 
fiduciary duties to the plaintiffs in connection with the Company's November 
1991 repurchase of shares.  The complaint sought monetary damages in excess of 
$10 million, rescission of the November 1991 share repurchase, unspecified 
punitive damages and costs, disbursements and attorney's fees.  In April 1997, 
the Company settled this lawsuit for $525,000.  This settlement was previously 
reserved and did not have a material  impact on the current quarter's 
earnings.


Marion Merrell Dow, Inc. Bulk Diltiazem Lawsuit


In November of 1992, a lawsuit was filed against the Company by MMD and Tanabe 
Seiyaku Co., Ltd. ("Tanabe") in the United States District Court for the 
District of Massachusetts captioned Marion Merrell Dow, Inc. and Tanabe 
Seiyaku Co., Ltd. v. Copley Pharmaceutical, Inc. and Orion Corporation 
Fermion. MMD and Tanabe allege that the Company and Orion Corporation Fermion 
("Orion"), the manufacturer of the Company's bulk diltiazem, are infringing a 
process patent for one method of manufacturing bulk diltiazem. MMD and Tanabe 
have alleged that they are the exclusive licensee and patentee, respectively, 
of such process patent. The complaint seeks a permanent injunction and trebled 
unspecified monetary damages. The Company has denied all liability in its 
answer to the complaint. On May 10, 1993, the Court ordered the case 
administratively closed, staying the case until further notice.  On June 27, 
1996, the parties jointly moved the Court for an Order further staying the 
action until 30 days after completion of the related International Trade 
Commission proceeding discussed below.


International Trade Commission Complaint

	
On February 25, 1993, the Company, together with a number of other off-patent 
pharmaceutical manufacturers and certain chemical manufacturers, was named as 
a respondent in a complaint filed by MMD and Tanabe before the United States 
International Trade Commission ("the ITC") captioned Complaint of Marion 
Merrell Dow, Inc. and Tanabe Seiyaku Co., Ltd. Pursuant to Section 337 of the 
Tariff Act of 1930. The complaint seeks an order (i) prohibiting the 
importation of, among other things, the bulk diltiazem purchased by the 
Company from Orion, and (ii) requiring the Company to immediately stop selling 
its current diltiazem product, which incorporates bulk diltiazem supplied by 
Orion, based on the alleged infringement by Orion of a process patent for one 
method of manufacturing bulk diltiazem.


<PAGE 10>

On June 1, 1996, the ITC issued its Final Determination ordering the 
investigation terminated with the finding of no violation of Section 337, of 
no patent infringement and taking no position on the issue of patent validity 
and enforceability. On July 20, 1996, MMD and Tanabe filed an appeal with the 
United States Court of Appeals for the Federal Circuit seeking review of the 
ITC's Final Determination. 	


On March 7, 1997, the United States Court of Appeals for the Federal Circuit 
affirmed the ITC's decision finding no infringement.  A further appeal by MMD 
to the United States Supreme Court is anticipated.


Orion has agreed at its expense to defend the Company in this action and the 
MMD Bulk Diltiazem Lawsuit discussed previously and to indemnify the Company 
for any damages that might be assessed as a result of the Company's sale of 
diltiazem obtained from Orion. Although the Company believes that these 
complaints are without merit, that the Company and Orion have meritorious 
defenses to these actions, and that the Company should prevail in these 
lawsuits, there can be no assurance that the Company will prevail or that an 
adverse outcome would not have a material adverse effect on the Company's 
financial condition or results of operations.


Warner-Lambert Lawsuit


On January 29, 1997, the Company was served with a complaint in an action 
pending in the New Jersey Superior Court, Morris County, captioned Warner-
Lambert Company v. Copley Pharmaceutical, Inc. et ano.  The plaintiff alleges 
that the Company obtained access to the plaintiff's formula, process and 
sustained release technology for a procainamide product through improper 
means.  The Company has been marketing its product since 1985.  On August 5, 
1997 this lawsuit was dismissed  by Warner-Lambert Company. Under the 
settlement agreement, Warner-Lambert's action was dismissed with prejudice and 
all parties will bear their own costs. The Company's legal costs did not have 
a material impact on the current quarter's earnings.



Other Legal Proceedings


The Company is subject to other legal proceedings and claims which arise in 
the ordinary course of business. In the opinion of management, the results of 
such proceedings will not have a material adverse effect on the Company's 
financial condition or results of operations.


The Company has $12.7 million of estimated recall related and legal 
contingency reserves accrued at June 30, 1997.  These reserves reflect the 
Company's estimates of its exposure at June 30, 1997 in its various 
outstanding legal proceedings described above.  Actual settlement amounts may 
differ from amounts estimated.


NOTE D - DEBT

On August 7, 1997, the Company amended its working capital line of credit 
agreement to replace one of its financial covenants related to profitability 
with a working capital covenant effective June 30, 1997. At June 30, 1997, the 
Company had $14.85 million in stand-by letters of credit related to the 
Albuterol Settlement Trust Fund outstanding under this working capital line of 
credit agreement. The Company is in the process of reducing its stand-by 
letters of credit by $3.15 million to reflect its additional cash deposits 
made pursuant to the August 1997 Court order. Refer to Note C for further 
discussion of  the Albuterol Settlement Trust Fund.

 
<PAGE 11>


Item 2.  Management's Discussion and Analysis of Results of Operations and 
           Changes in Financial Condition

RESULTS OF OPERATIONS
 
<TABLE>



Net Sales
---------------------------------------------------------------------------------------
<CAPTION>
 For the quarter                                            For the six
     ended                         (In thousands)           months ended 
    June 30,          Increase                                 June 30,       Increase
  1997      1996   (Decrease)      (Unaudited)           1997         1996   (Decrease)
---------------------------------------------------------------------------------------
<C>        <C>         <C>       <S>                    <C>         <C>       <C> 
$17,223    $22,608     (23.8)%   Manufactured products   $32,757    $40,049   (18.2)%    
  8,277     12,703     (34.8)%   Distributed products     18,559     19,609   ( 5.4)%
 ------     ------                                        ------     ------
$25,500    $35,311     (27.8)%     Net sales             $51,316    $59,658   (14.0)%
=======================================================================================
</TABLE>


Net sales for the second quarter of 1997 decreased 27.8% to $25.5 million, 
compared to $35.3 million for the same period in 1996. Customer consolidations 
and wholesaler initiatives to reduce their supplier bases continue to exert a 
downward pressure on both selling prices and volumes. Additionally, new 
product therapies increasingly have superseded demand for certain of the 
Company's older products. 

The Company's net sales were $51.3 million for the six-month period ended June 
30, 1997 as compared to $59.7 million for the same period in 1996.
Increased sales volume of distributed products on a year-to-date basis and new 
product launches occurring later in 1996 lessened the impact of the volume 
reductions in base manufactured products and the overall pricing pressures.


In July 1997, the Company launched two new products: pentoxifylline, the 
generic alternative to Hoechst Marion Roussel's Trental(R), and diclofenac 
sodium delayed-release tablets, the off-patent version of Ciba-Geigy's 
Voltaren(R) delayed-release tablets. Pentoxifylline is being marketed under the
Company's distribution agreement with Hoechst Marion Roussel, Inc.




<TABLE>
Gross Profit


---------------------------------------------------------------------------------------
<CAPTION>
 For the quarter                                            For the six
     ended                         (In thousands)           months ended 
    June 30,          Increase                                 June 30,       Increase
  1997       1996    (Decrease)      (Unaudited)           1997       1996   (Decrease)
---------------------------------------------------------------------------------------
<C>        <C>        <C>        <S>                     <C>        <C>       <C>
$ 5,000    $ 5,694     (12.2)%   Manufactured products   $ 7,564    $ 7,913   ( 4.4)%   
                                 As a % of manufactured
   29.0%      25.2%               products net sales        23.1%      19.8%
---------------------------------------------------------------------------------------
$ 1,848    $ 4,308     (57.1)%   Distributed products    $ 4,113    $ 6,737   (38.9)%
                                 As a % of distributed
   22.3%      33.9%               products net sales        22.2%      34.4%  
---------------------------------------------------------------------------------------
$ 6,848    $10,002     (31.5)%   Gross profit            $11,677    $14,650   (20.3)%
   26.9%      28.3%              As a % of net sales        22.8%      24.6%
=======================================================================================


</TABLE>

<PAGE 12>
  
The Company's gross profit was $6.8 million, or 26.9% of net sales, for the 
second quarter of 1997 as compared to $10.0 million, or 28.3% of net sales, 
for the same period in 1996. The adverse impact of reduced sales and lower 
distributed product margins resulting from the revised product supply 
agreement with Hoechst Marion Roussel, Inc., were partially offset by 
manufacturing efficiency gains and improved inventory management. Refer to 
Note B for further discussion of the renegotiation of product supply 
agreements.

For the six-month period ended June 30, 1997, the Company's gross profit was 
$11.7 million, or 22.8% of net sales, as compared to $14.7 million or 24.6% of 
net sales a year earlier.

<TABLE>
Operating Expenses


---------------------------------------------------------------------------------------
<CAPTION>
 For the quarter                                            For the six
     ended                         (In thousands)           months ended 
    June 30,          Increase                                 June 30,       Increase
  1997       1996    (Decrease)      (Unaudited)            1997       1996  (Decrease)
---------------------------------------------------------------------------------------
<C>         <C>        <C>       <S>                       <C>        <C>       <C> 
 $3,566     $3,298       8.1 %   Research and development   $6,249    $7,202    (13.2)%   
   20.7%      14.6%              As a % of net manufactured    19.1%     18.0%
                                 sales
---------------------------------------------------------------------------------------
                                 Selling, marketing and   
 $1,051     $1,618     (35.0)%    distribution              $2,319    $3,671    (36.8)% 
    4.1%       4.6%              As a % of net sales           4.5%      6.2% 
---------------------------------------------------------------------------------------
 $1,990     $2,421     (17.8)%   General and administrative $3,466    $5,031    (31.1)%
    7.8%       6.9%              As a % of net sales           6.8%      8.4%
---------------------------------------------------------------------------------------
                                 Recall related and 
 $2,167     $ (255)      950 %    litigation, net           $2,366    $  (64)   3,797 %
    8.5%     (0.7)%              As a % of net sales           4.6 %   (0.1)% 
---------------------------------------------------------------------------------------
 $  310        ---       100 %   Restructuring              $  312       ---      100 %
    1.2%                         As a % of net sales           0.6%

=======================================================================================
</TABLE>



Research and development expenses increased slightly to $3.6 million for the 
second quarter of 1997 as compared to $3.3 million for the same period of 
1996. For the six-month period, research and development expenses were $6.2 
million as compared to $7.2 million reported in the prior year. Significant 
reductions in product validation costs were the primary causes of this 
decrease.	Selling, marketing and distribution expenses decreased 35.0% to $1.1 
million for the second quarter of 1997 as compared to $1.6 million for the 
same period of 1996. For the six-month period, selling, marketing and 
distribution expenses decreased 36.8% to $2.3 million compared to $3.7 
million reported a year earlier. Higher advertising and promotional expenses 
in the prior year and overall cost reductions were the primary causes of 
these decreases.

General and administrative expenses were $2.0 million for the second quarter 
of 1997 as compared to $2.4 million for the same period in 1996. This decrease 
was primarily attributable to overall cost reductions, including significantly 
lower directors' and officers' insurance premiums, and efficiency 
improvements. For the six-month period ended June 30, 1997, general and 
administrative expenses totaled $3.5 million compared to $5.0 million a year 
earlier.

Net recall related and litigation expenses in 1997 include an adjustment to 
the Company's reserve to reflect the plea agreement with the Massachusetts 
U.S. Attorney and resultant fine, and other uninsured legal expenses incurred 
by the Company for representation in its various legal proceedings. Refer to 
Note B for further discussion of the plea agreement and the Company's other 
outstanding legal proceedings. 

The restructuring charges recorded in 1997 primarily reflect a small reduction 
in the Company's workforce as part of its previously announced cost reduction 
initiatives.
   
 
<PAGE 13>

<TABLE>
Interest and Other Income (Expense)


---------------------------------------------------------------------------------------
<CAPTION>
   For the quarter                                          For the six
       ended                       (In thousands)           months ended 
      June 30,        Increase                                 June 30,       Increase
  1997       1996    (Decrease)      (Unaudited)            1997       1996  (Decrease)
---------------------------------------------------------------------------------------
<C>        <C>        <C>        <S>                       <C>         <C>      <C>
 $ 350      $ 205       70.7 %   Interest and other        $   653     $381      71.4 % 
                                   investment income
---------------------------------------------------------------------------------------
  (68)        (61)     (11.5)%   Interest expense             (130)    (119)     (9.2)%
---------------------------------------------------------------------------------------
 $(1,540)    (288)      (435)%   Other income (expense)     (1,500)  (1,319)    (13.7)%
=======================================================================================


</TABLE>
 
Interest and other investment income increased to $350,000 for the second 
quarter of 1997 as compared to $205,000 for the same period of 1996 due to 
increased average investment holdings. For the six-month period, interest and 
other investment income increased to $653,000 as compared to $381,000 reported 
a year earlier.

Other expenses of $1.5 million for the six-months ended June 30, 1997 
consisted primarily of a one-time charge related to the Company's decision to 
discontinue its partnership participation in MIR Pharmaceutical, a company 
formed to manufacture and sell pharmaceutical products in Russia, and to 
discontinue funding a collaborative effort in the field of ophthalmology. 
Refer to Note B for further discussion of MIR Pharmaceutical.

Other expenses of $1.3 million for the six months ended June 30, 1996 were 
primarily comprised of $1.0 million incurred in connection with the evaluation 
of a possible business consolidation which the Company had decided not to 
pursue.

<TABLE>  
Taxes and Net Income (Loss)


---------------------------------------------------------------------------------------
<CAPTION>
 For the quarter                                            For the six
     ended                         (In thousands)           months ended 
    June 30,          Increase                                 June 30,       Increase
  1997       1996    (Decrease)      (Unaudited)            1997       1996  (Decrease)
---------------------------------------------------------------------------------------
<C>        <C>         <C>       <S>                      <C>        <C>       <C>
 $(1,980)   $1,074     (284) %   Income tax expense        $(2,135)   $ (920)   (132)%   
                                   (benefit)
---------------------------------------------------------------------------------------
                                 Effective tax (benefit) 
  (56.7)%     38.7%                rate                      (53.2)%    (40.9)%
---------------------------------------------------------------------------------------
 $(1,514)   $1,702     (189) %   Net income (loss)         $(1,877)    $(1,327)  (41) %
=======================================================================================


</TABLE>    

The effective tax (benefit) rate for 1997 increased when compared to the same 
periods in 1996 due primarily to the non-deductible nature of certain 
expenses.

Net loss for the second quarter of 1997 was $1.5 million or $0.08 per share 
compared to a net profit of $1.7 million or $0.09 per share for the second 
quarter of 1996. Net income excluding litigation related expenses and 
previously announced cost reduction initiatives would have been a profit of 
$0.2 million or $0.01 per share.

For the six-month period ended June 30, 1997, the Company reported a net loss 
of $1.9 million or $0.10 per share as compared to net loss of $1.3 million or 
$0.07 per share for the same period in 1996. Excluding the unusual items 
described above, 1997 earnings would have been a gain of $0.1 million, or less 
than $0.01 per share. Restated with similar expense items excluded, 1996 
earnings would have been a loss of $0.8 million or $0.04 per share. 

Consistent downward pressures on both selling prices and volumes continue to 
erode the Company's profits. Although the Company has been successful in its 
various cost reductions and efficiency improvements throughout the Company, a 
continuous stream of new products is needed to offset some of these 
competitive pressures. 


<PAGE 14>

CHANGES IN FINANCIAL CONDITION

Capital Resources and Liquidity
<TABLE>
<CAPTION>      
                                      Unaudited
                                       June 30,          December 31,
(In thousands)                           1997                1996
                                      ---------          ------------
<S>                                   <C>                  <C>
Cash and short-term investments       $ 25,682             $ 29,731
Working capital                         54,364               48,179
Long-term debt                           5,100                5,100
Shareholders' equity                    98,348              100,131

</TABLE>
Working capital increased $6.2 million from December 31, 1996 to $54.4 million 
at June 30, 1997 primarily due to working capital generated from operations 
and the reclassification to long-term liabilities of certain accrued expenses 
related to the grand jury investigation.

The Company has a working capital line of credit agreement that provides a 
maximum borrowing capacity of $30.0 million.  At June 30, 1997, the Company 
had $14.85 million of stand-by letters of credit issued under this line of 
credit.  These stand-by letters of credit were obtained by the Company 
pursuant to the requirements of the Albuterol Settlement Trust Fund to cover 
its uninsured obligation.  Recourse to the letters of credit are contingent on 
the number of claims filed within certain categories and will not occur until 
all claims are processed and settlement amounts are recommended by the Special 
Master.  

In August 1997, the Wyoming District Court ordered the Company to make 
additional cash deposits totaling $3.15 million to fund its portion of 
payments of settlement amounts for class action cases alleging wrongful death 
as well as settlements of opt-out cases, legal fees and other related 
expenses. The Company's stand-by letters of credit will be reduced by a like 
amount. Refer to Note C for further discussion of the Albuterol Settlement 
Trust Fund. 




PART II.  OTHER INFORMATION


ITEM  1.		LEGAL PROCEEDINGS

See descriptions of legal proceedings in Note C of Notes to Condensed 
Consolidated Financial Statements in Part I of this Form 10-Q, which are 
hereby incorporated by reference herein.


ITEM 4.		SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

	(a)  The Annual Meeting of Shareholders of the Company was held on May 
30, 1997.

	(b)  (1)  The following individuals were re-elected to the Board of 
Directors. The number of votes cast in connection with the re-election of each 
of the above directors was as follows:

        Director               For          Against      Abstained 
        --------              -----         -------      --------- 
   Kennrth N. Larsen        15,958,388      149,124       22,905
   Agnes Varis              15,936,726      169,913       23,778
   Martin Zeiger            15,876,164      228,864       25,389
           	
<PAGE 15>

	
      (c)  (3)   The selection of the firm of KPMG Peat Marwick LLP as auditors
        for the fiscal year ending December 31, 1997 was ratified by the 
        following vote:


                                        Number of Shares
                                        ----------------
                         For              15,985,051
                         Against              61,929
                         Abstained            83,437

ITEM 6.		EXHIBITS AND REPORTS ON FORM 8-K
          	(a)  Exhibits

                 10.1   Fifth Amendment to Amended and Restated Loan 
                         Agreement dated as of August 7, 1997 by and between 
                         the Company and the First National Bank of Boston 
                         ("Bank of Boston").

                 10.2*  Amended and Restated Glyburide Agreement  effective 
                         January 1, 1997 by and between Hoechst Marion 
                         Roussel, Inc. and Copley Pharmaceutical, Inc.
	
                 10.3*  Amended and Restated Micronized Glyburide 
                         Agreement effective January 1, 1997 by and between 
                         Hoechst Marion Roussel, Inc. and Copley  
                         Pharmaceutical, Inc.

                 10.4*  Pentoxifylline Agreement effective January 1, 1997 by 
                         and between Hoechst Marion Roussel, Inc. and Copley 
                         Pharmaceutical, Inc.

                 27     Financial Data Schedule
	
* Confidential treatment as to certain portions has been requested pursuant to 
Rule 24b-2 promulgated under the Securities Exchange Act of 1934, as amended.



		(b)  Reports on Form 8-K
	      
                 Form 8-K dated May 28, 1997 - Item 5: Other Events The
                  Company announced that it entered into a plea agreement
                  covering all issues investigated by the Massachusetts U.S. 
                  Attorney during a nearly three-year-long review.  

                 Form 8-K dated June 24, 1997 - Item 5: Other Events. 
                  The Company announced a number of cost reduction initiatives 
                  and the acceptance of the Company's guilty plea.				

                 No other reports on Form 8-K were filed during the three 
                  months ended June 30, 1997.


<PAGE 16>


                                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.


Signature                         Title                              Date

/s/ Ken E. Starkweather  
-------------------------   Vice President-Finance,                           
    Ken E. Starkweather      Treasurer and Chief Financial     August 14, 1997
                             Officer (principal financial
                             and principal accounting officer)