Exhibit 10.1

                           FIFTH AMENDMENT 
                                  TO
                AMENDED AND RESTATED LOAN AGREEMENT


     This Amendment is made as of August 7, 1997 by and between COPLEY 
PHARMACEUTICAL, INC., a Delaware corporation with its principal office at 25 
John Road, Canton, Massachusetts (the "Borrower"), and BANKBOSTON, N.A. (f/k/a 
The First National Bank of Boston), a national banking association with its 
principal office at 100 Federal Street, Boston, Massachusetts (the "Bank").

                               RECITALS

     A.     The Bank and the Borrower are parties to a certain Amended and 
Restated Loan Agreement dated August 17, 1993, as amended by a certain First 
Amendment to Amended and Restated Loan Agreement dated June 29, 1995, a 
certain Second Amendment to Amended and Restated Loan Agreement dated August 
30, 1995, a certain Third Amendment to Amended and Restated Loan Agreement 
dated March 25, 1996 and a certain Fourth Amendment to Amended and Restated 
Loan Agreement dated July 31, 1996 (as amended, the "Loan Agreement"). 
Capitalized terms used herein without definition have the meaning assigned to 
them in the Loan Agreement. 

     B.     The Borrower has requested certain amendments to the Loan 
Agreement as set forth herein.

     C.     Subject to certain terms and conditions, the Bank is willing to 
agree to the same, as hereinafter set forth.

     NOW, THEREFORE, for good and valuable consideration, the receipt and 
sufficiency of which is hereby acknowledged, the parties agree as follows:

I.     AMENDMENTS TO LOAN AGREEMENT. The Borrower and the Bank agree that the 
Loan Agreement shall be amended as follows:

     A.     Addition of Definitions. The following definitions are added to 
Section 1.1 of the Loan Agreement in the appropriate alphabetical order:

     "Consolidated Current Assets": As of any date, all assets of the Borrower 
and any Subsidiaries on a consolidated basis that, in accordance with 
generally accepted accounting principles, are properly classified as current 
assets as of such date.

     "Consolidated Current Liabilities": As of any date, all liabilities of 
the Borrower and any Subsidiaries on a consolidated basis maturing on demand 
or within one (1) year from such date, and any other liabilities as of such 
date as may properly classified as current liabilities in accordance with 
generally accepted accounting principles.

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     B      Deletion of Definitions. The definitions of "Adjusted Income" and 
"Special Expenses" are deleted from Section 1.1 in their entirety.

     C.     Section 8.4 Amended. Section 8.4 (iii) of the Loan Agreement is 
hereby deleted in its entirety and replace with the following:

          "(iii) sales of assets for an aggregate consideration not exceeding
           $5,000,000 in any fiscal year."  
  
     D.     Section 9.2. Section 9.2 of the Loan Agreement is hereby deleted 
in its entirety and replaced with the following:

          "S. 9.2. Liquidity. The Borrower shall at all times maintain 
          Consolidated Current Assets which exceed the Borrowers Consolidated 
          Liabilities by greater than $40,000,000." 

II. NO FURTHER AMENDMENTS. Except as specifically amended herein, all terms 
and conditions of the Loan Agreement shall remain in full force and effect as 
originally constituted. Each reference in the Loan Agreement to "this 
Agreement", "hereunder", "hereof" or words of like import referring to the 
Loan Agreement shall mean and be a reference to the Loan Agreement as amended 
by this Fifth Amendment, and each reference in any other Loan Document to 
the Loan Agreement, "thereunder", "thereof" or words of like import referring 
to the Loan Agreement shall mean and be a reference to the Loan Agreement as 
amended by this Fifth Amendment.

III. MISCELLANEOUS. 

     1.     The Borrower represents and warrants that no event has occurred or 
failed to occur, which constitutes, or which, solely with the passage of time 
or the giving of notice (or both) would constitute, an Event of Default.

     2.     The execution and delivery of this Fifth Amendment by the Borrower 
has been duly authorized by all requisite corporate action of the Borrower, is 
legal, valid and binding on the Borrower, and will not violate any provision 
of law, any order, judgment or decree of any court or other agency of 
government, or the organizational documents of the Borrower or any other 
instrument to which the Borrower is a party, or by which the Borrower is 
bound.

     3.     The representations and warranties contained in Section 6 of the 
Loan Agreement are true and correct in all material respects on and as of the 
date of this Fifth Amendment as though made on and as of such date (except to 
the extent that such representations and warranties expressly relate to an 
earlier date or except to the extent variations therefrom have been (i) 
permitted under the terms of Loan Agreement, (ii) otherwise approved in 
writing by the Bank or (iii) reflected in reports filed by the Borrower with 
the Securities and Exchange Commission).


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     4.     As provided in the Loan Agreement, the Borrower agrees to 
reimburse the Bank upon demand for all out-of-pocket costs, charges, 
liabilities, taxes and expenses of the Bank (including reasonable fees and 
disbursements of counsel to the Bank) in connection with the preparation, 
negotiation, interpretation, execution and delivery of this Fifth Amendment 
and any other agreements, instruments or documents executed pursuant or 
relating hereto.

     5.     The Borrower represents, warrants, and agrees that the Borrower 
has no claims, defenses, counterclaims or offsets against the Bank in 
connection  with the Loan Agreement or the Obligations, and, to the extent 
that any such claim, defense, counterclaim or offset may exist, the Borrower 
hereby affirmatively WAIVES AND RELEASES Bank from the same.

     This Fifth Amendment shall take effect as a sealed instrument under the 
laws of the Commonwealth of Massachusetts as of the date first above written.

                                            COPLEY PHARMACEUTICAL, INC.

                                            By: /s/ Ken E. Starkweather
                                                ---------------------------
                                            Name:   Ken E. Starkweather
                                            Title: Vice President - Finance,
                                                   Treasurer and Chief 
                                                   Financial Officer

                                             
                                            BANK OF BOSTON, N.A.

                                            By: /s/ Jeffrey R. Westling
                                               -----------------------------
                                                    Jeffrey R. Westling
                                                    Director