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 September 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 October 31, 1997 was 19,134,767 shares.
                        
<PAGE 2>

                    COPLEY PHARMACEUTICAL, INC.
                             INDEX
           For the Nine Months Ended September 30, 1997



PART I.            FINANCIAL INFORMATION                      PAGE NO.

Item 1.  Condensed Consolidated Financial Statements

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

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

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

         Notes to Condensed Consolidated Financial Statements        6 - 11


Item 2.  Management's Discussion and Analysis of Results of 
          Operations and Changes in Financial Condition             12 - 15


PART II.                OTHER INFORMATION

Item 1.  Legal Proceedings                                            16

Item 6.  Exhibits and Reports on Form 8-K                             16

         Signature                                                    17

<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)            SEPTEMBER 30,   DECEMBER 31,
                                                1997            1996
                                             ------------    -----------
<S>                                          <C>            <C> 
ASSETS
Current assets:
Cash and cash equivalents                       $  9,978       $ 15,974
Available-for-sale securities                     16,366         13,757
Accounts receivable, trade, net                   34,642         27,024
Inventories:
  Raw materials                                    8,937         12,580
  Work in process                                  5,553          4,390
  Finished goods                                  11,488         10,161
                                                 -------        -------
Total inventories                                 25,978         27,131
Prepaid income taxes                               1,134            --- 
Current deferred tax assets                        4,930          6,548 
Other current assets                               3,081          4,241
                                                 -------        ------- 
  Total current assets                            96,109         94,675

Property, plant and equipment, net                47,784         52,355
Deferred tax assets                                  ---            215
Other assets                                       3,124          4,482
                                                 -------        -------
Total assets                                    $147,017       $151,727
                                                 =======        =======

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
  Accounts payable, trade                       $  3,100       $  6,360
  Accounts payable, related party                 16,952         10,948
  Current portion of long-term debt                  300            300
  Accrued compensation and benefits                  814          1,398
  Accrued rebates                                  9,132          6,908
  Accrued income taxes                               ---            883
  Current portion of accrued recall and litigation 6,664         17,839
  Accrued expenses                                 1,258          1,860 
                                                 -------        -------
    Total current liabilities                     38,220         46,496

Accrued recall related and litigation              3,603            ---
Deferred tax liabilities                             192            ---
Long-term debt                                     4,800          5,100
                                                  ------         ------
   Total liabilities                              46,815         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                      77,064         77,875
  Unrealized holding loss on available-
    for-sale securities                               (9)           ---
  Retained earnings                               34,446         34,569
  Treasury stock, at cost, 6,235,978 and 
    6,266,258 shares outstanding, at September
    30, 1997 and December 31, 1996,respectively  (12,553)       (12,567)
                                                 -------        -------
   Total shareholders' equity                    100,202        100,131
                                                 -------        -------
Total liabilities and shareholders' equity      $147,017       $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 nine
   months ended                                               months ended
   September 30,              (Unaudited)                     September 30,
  1997       1996   (In thousands, except per share data)    1997      1996
-------    -------                                        --------   --------  
<C>       <C>       <S>                                   <C>        <C> 
                    Net sales:
$19,665    $19,558    Manufactured products                $52,478   $ 59,607     
 16,810     13,031    Distributed products                  35,313     32,640
 ------     ------                                          ------    ------- 
 36,475     32,589     Net sales                            87,791     92,247
  
                    Cost of goods sold:
 13,864     15,998    Manufactured products                 39,331     48,134
 12,270      8,671    Distributed products                  26,442     21,543
 ------     ------                                          ------    ------- 
 26,134     24,669     Cost of goods sold                   65,773     69,677
 ------     ------                                          ------    -------

 10,341      7,920       Gross profit                       22,018     22,570

                    Operating expenses:
  2,831      3,003    Research and development               9,080     10,205
                      Selling, marketing and 
  1,160      1,416       distribution                        3,478      5,087
  2,068      3,270    General and administrative             5,535      8,301
    227        175    Recall related and litigation, net     2,593        111
   (142)       ---    Restructuring                            170        ---
 ------     ------                                          ------    ------- 
  4,197         56      Income (loss) from operations        1,162     (1,134)

    360         71   Interest and investment income          1,013        452  
   (340)       (63)  Interest expense                         (434)      (182)
    (59)     1,008   Other income (expense), net            (1,559)      (311)
 ------     ------                                          ------    ------- 
  4,194      1,072      Income (loss) before income taxes      182     (1,175)

  2,440        458    Provision (benefit) for income taxes     305       (462)
 ------     ------                                          ------    ------- 
$ 1,754    $   614    Net income (loss)                    $  (123)  $   (713)
 ======     ======                                          ======    =======

                      Weighted average common 
                       shares outstanding:
19,231      19,225      Primary                             19,124     19,075
19,231      19,261      Fully diluted                       19,124     19,075

                      Earnings (loss) per share:
 $0.09       $0.03     Primary                             $(0.01)    $(0.04)
 $0.09       $0.03     Fully diluted                       $(0.01)    $(0.04)

</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 nine
                                                              months ended 
(Unaudited)                                                   September 30,
(In thousands)                                              1997       1996
                                                           ------      ------
<S>                                                       <C>          <C>
Cash flows from operating activities:
  Net income (loss)                                       $  (123)     $ (713)
  Adjustments to reconcile net income (loss) to net
    cash provided by (used in) operating activities:
    Depreciation and amortization                           5,411       5,324
    Realized losses (gains) on sales of assets               (183)        952
    Change in deferred taxes                                2,025        (189)
    
  Changes in operating assets and liabilities:
   Decreases (increases) in assets:
    Accounts receivable                                    (7,618)      5,953 
    Inventories                                             1,153        (598)
    Prepaid income taxes                                   (2,017)        ---
    Other current assets                                    1,161          34 
    Other assets, net of amortization                       1,253      (2,046)
   Increases (decreases) in liabilities:
    Accounts payable, trade                                 2,744      (6,212)
    Accrued expenses                                       (6,533)      1,797 
                                                           ------      ------
      Net cash provided by (used in) operating 
        activities                                         (2,727)      4,302 
                                                           ------      ------  

Cash flows from investing activities:
 Capital expenditures                                        (868)    (7,921)
 Purchases of available-for-sale securities               (13,754)    (7,606)
 Proceeds from sale of available-for-sale securities          ---        715
 Proceeds from maturities of availiable-for-sale securities11,250      5,000
 Proceeds from sales of property, plant and equipment         201         10 
                                                            ------     ------  
     Net cash provided by (used in) investing activities   (3,171)    (9,802)
                                                           ------      ------

Cash flows from financing activities:
  Issuance of common stock to Employee Stock Purchase Plan    202        306
  Payments of long-term debt                                 (300)      (300)
                                                           ------      ------
   Net cash provided by (used in)financing activities         (98)         6
                                                           ------      ------ 

Net (decrease) increase in cash and cash equivalents       (5,996)    (5,494)
Cash and cash equivalents at beginning of period           15,974     18,950
                                                           ------      ------ 
Cash and cash equivalents at end of period               $  9,978    $13,456
                                                           ======      ======


</TABLE>


[FN]
The accompanying notes are an integral part of the Condensed Consolidated 
  Financial Statements.
<PAGE 6>
COPLEY PHARMACEUTICAL, INC.
                 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                     For the nine months ended September 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 September 30, 1997 
and December 31, 1996 and the results of its operations for the three and nine 
months ended September 30, 1997 and 1996, and its cash flows for the nine 
months ended September 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 nine-month period ended September 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 $38,000 and $969,000 for 
the nine months ended September 30, 1997 and 1996, respectively. Total amounts 
due from Rugby at September 30, 1997 and December 31, 1996, were approximately 
$6,000 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 of 
these new distribution contracts, the Company has incurred increased royalty 
costs which have been reflected in the current quarter and year-to-date gross 
profit results.  For the nine months ended September 30, 1997 and 1996, 
approximately $26.4 million and $21.5 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

<PAGE 7>
 COPLEY PHARMACEUTICAL, INC.
                 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                     For the nine months ended September 30, 1997

 assets relating to research, development, manufacture and sale of the
compounds mesalamine and rifampin. 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 did not obtain 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 $3.6 million and $3.8 million, 
respectively, for the nine months ended September 30, 1997 and 1996.

During the nine months ended September 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 nine months ended September 30, 1997 the Company had net sales of 
approximately $157,000 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 second 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.

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

<PAGE 8>
COPLEY PHARMACEUTICAL, INC.
                 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                     For the nine months ended September 30, 1997


 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 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.  In addition, one of the Company's insurers paid $17.85 million 
and its letter of credit was released.

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.  The Special Master has 
approved approximately 3,160 non-death class action claims totaling 
approximately $44 million, no awards have been made to approximately 1,800 
non-death class action claims and the District Court has given these claimants 
until December 31, 1997 to supplement their claims.  In addition, 
approximately 850 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 six 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 Company also has settled approximately 
30 other lawsuits brought by people who opted-out of the class action suit.  
The Settlements were 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
<PAGE 9>
COPLEY PHARMACEUTICAL, INC.
                 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                     For the nine months ended September 30, 1997

 million of which was paid in June, 1997, with the remainder due in two equal 
installments plus interest in June, 1998 and June, 1999. The plea was accepted 
by the United States District Court for the District of Massachusetts on June 
19, 1997.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(registered 
trademark)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's ANDAs.

On November 3, 1997 the Company received notification that the Defense 
Logistics Agency ("DLA") has proposed the Company be debarred from federal 
government contracting and from directly or indirectly receiving the benefits 
of certain federal assistance programs.  The reason for the proposed debarment
 is the Company's guilty plea described above.  The Company has advised the 
DLA that it believes the proposed debarment is not warranted.  The Company's 
possibly effected sales to the federal government are not material.  

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.

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 has been filed.

<PAGE 10>
COPLEY PHARMACEUTICAL, INC.
                 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                     For the nine months ended September 30, 1997


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 or year to date earnings.

Subsequent Event

In August, 1997, the Company filed an ANDA for nabumetone which certified that 
Smithkline Beecham Corporation's ("SB") patent relating to nabumetone was 
invalid and unenforceable and that the Company was entitled to manufacture and 
sell nabumetone prior to the December 13, 2002 expiration of SB's nabumetone 
patent.  As a result, on October 31, 1997 the Company was served with a 
summons and complaint in a patent infringement action entitled Smithkline 
Beecham Corporation and Beecham Group p.l.c. v. Copley Pharmaceutical, Inc. in 
the United States District Court for the District of Massachusetts. In their 
action, plaintiffs allege that because the Company seeks approval of its ANDA 
to engage in the commercial manufacture, use and sale of nabumetone as claimed 
in their patent before the patent's expiration, the Company has infringed 
their nabumetone patent.  Plaintiffs seek damages and an injunction against 
approval of the Company's nabumetone ANDA and its sale of nabumetone prior to 
December 13, 2002.  The manufacturer and supplier of the nabumetone that the 
Company has designated for use in its ANDA has agreed at its expense to defend 
the Company in this action and to indemnify the Company for any damages that 
might be assessed as a result of the Company's sale of nabumetone obtained 
from the manufacturer.  Although the Company believes that this complaint is 
without merit and the Company has meritorious defenses to these actions, 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 operation.

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 $10.3 million of estimated recall related and legal ontingency 
reserves accrued at September 30, 1997.  These reserves reflect the Company's 
estimates of its exposure at September 30, 1997 in its various legal
proceedings described above.  Actual settlements 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
<PAGE 11>
COPLEY PHARMACEUTICAL, INC.
                 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                     For the nine months ended September 30, 1997
$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 12>

COPLEY PHARMACEUTICAL, INC.
             MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
                             CHANGES IN FINANCIAL CONDITION

 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 nine
      ended                   (In thousands)      months ended 
   September 30,    Increase                        September 30,    Increase
  1997      1996   (Decrease)   (Unaudited)        1997       1996  (Decrease)
------------------------------------------------------------------------------
<C>        <C>      <C>     <S>                 <C>         <C>       <C> 
$19,665    $19,558  0.5 %   Manufactured products $52,478   $ 59,607   (12.0)%    
 16,810     13,031 29.0 %   Distributed products   35,313     32,640     8.2 %
 ------     ------                                 ------     ------
$36,475    $32,589 11.9 %     Net sales           $87,791   $ 92,247    (4.8)%
==============================================================================
</TABLE>


Net sales for the third quarter of 1997 increased 11.9% to $36.5 million, 
compared to $32.6 million for the same period in 1996.  This increase was due 
primarily to the launch of a new distributed product, pentoxifylline.

The Company's net sales were $87.8 million for the nine-month period ended 
September 30, 1997 as compared to $92.2 million for the same period in 1996. 
The increase derived from sales of new products and the volume impact from 
distributed sales was offset by pricing concessions of both manufactured and 
distributed products accounting for the year-to-date decrease in net sales.

In July 1997, the Company launched two new products: pentoxifylline, the 
generic alternative to Hoechst Marion Roussel's Trental(registered trademark), 
and diclofenac sodium delayed-release tablets, the off-patent version of Ciba-
Geigy's Voltaren(registered trademark)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 nine
      ended                   (In thousands)      months ended 
   September 30,   Increase                         September 30,   Increase
  1997       1996 (Decrease)   (Unaudited)      1997       1996   (Decrease)
------------------------------------------------------------------------------
<C>        <C>      <C>       <S>                  <C>       <C>        <C>
$ 5,801    $ 3,560   63.0 %   Manufactured products $13,147   $11,473   14.6 %   
                              As a % of manufactured
   29.5%      18.2%           products net sales     25.0%      19.3%
------------------------------------------------------------------------------
$ 4,540    $ 4,360    4.1 %   Distributed products  $ 8,871    $11,097 (20.1)%
                              As a % of distributed
   27.0%      33.5%           products net sales     25.1%      34.0%  
------------------------------------------------------------------------------
$10,341    $ 7,920   30.6 %   Gross profit          $22,018    $22,570 (2.4)%
   28.4%      24.3%           As a % of net sales     25.1%      24.5%
==============================================================================
</TABLE>


The Company's gross profit was $10.3 million, or 28.4% of net sales, for the 
third quarter of 1997 as compared to $7.9 million, or 24.3% of net sales, for 
the same period in 1996. A favorable fluctuation in product mix of 
manufactured products sold together with the one time purchase price 
adjustment for distributed products helped improve gross profit for the 
quarter.  Refer to Note B for further discussion of the renegotiation of 
product supply agreements with Hoechst Marion Roussel, Inc.

For the nine-month period ended September 30, 1997, the Company's gross profit 
was $22.0 million, or 25.1% of net sales, as compared to $22.6 million or 
<PAGE 13>
COPLEY PHARMACEUTICAL, INC.
             MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
                        CHANGES IN FINANCIAL CONDITION (Continued)

24.5% of net sales a year earlier.



<TABLE>
Operating Expenses
------------------------------------------------------------------------------
<CAPTION>
  For the quarter                                  For the nine
      ended                   (In thousands)       months ended 
   September 30,    Increase                     September 30,  Increase
  1997      1996   (Decrease) (Unaudited)          1997     1996 (Decrease)
------------------------------------------------------------------------------
<C>        <C>     <C>     <S>                     <C>      <C>      <C> 
 $2,831   $ 3,003 (5.7)%  Research and development $ 9,080   $10,205  (11.0)%
   14.4%     15.3%        As a % of net sales        17.3%     17.1%
------------------------------------------------------------------------------
                             Selling, marketing and   
 $1,160    $ 1,416 (18.1)%   distribution         $ 3,478   $ 5,087  (31.6)%
    3.2%       4.3%          As a % of net sales        4.0%      5.5% 
------------------------------------------------------------------------------
 $2,068    $ 3,270 (36.8)%  General and administrative$ 5,535 $ 8,301(33.3)%
    5.7%      10.0%         As a % of net sales          6.3%      9.0%
------------------------------------------------------------------------------
                            Recall related and 
 $  227    $   175 29.7 %   litigation, net      $2,593   $   111   2236.0%
    0.6%       0.5%         As a % of net sales         3.0%      0.1% 

$  (142)       ---100.0 %   Restruturing      $   170       ---   100.0%
   (0.4)%      ---          As a % of net sales         0.2%      ---  
==============================================================================
</TABLE>


Research and development expenses decreased  to $2.8 million for the third 
quarter of 1997 as compared to $3.0 million for the same period of 1996. For 
the nine-month period, research and development expenses were $9.0 million as
compared to $10.2 million reported in the prior year. Significant reductions 
in consulting and product validation cost were the primary causes of this 
decrease.	

Selling, marketing and distribution expenses decreased 18.1% to $1.2 million 
for the third quarter of 1997 as compared to $1.4 million for the same period 
of 1996. For the nine-month period, selling, marketing and distribution 
expenses decreased 31.6% to $3.5 million compared to $5.1 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 $2.1 million for the third quarter of 
1997 as compared to $3.3 million for the same period in 1996. For the nine-
month period ended September 30, 1997, general and administrative expenses 
totaled $5.5 million compared to $8.3 million a year earlier. This decrease 
was primarily attributable to overall cost reductions, including significantly 
lower directors' and officers' insurance premiums, and efficiency 
improvements.  Additionally the third quarter of 1996 includes a charge 
recorded as a result of a major customer's filing for bankruptcy protection 
and for severance packages for employees who resigned during the quarter.

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 which was partially offset by recoveries made on lease commitments 
on vacated properties.

<PAGE14>
COPLEY PHARMACEUTICAL, INC.
             MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
                        CHANGES IN FINANCIAL CONDITION (Continued)






<TABLE>
Interest and Other Income, Net 	
------------------------------------------------------------------------------
<CAPTION>
  For the quarter                                    For the nine
       ended                   (In thousands)       months ended 
    September 30,   Increase                   September 30,   Increase
  1997      1996   (Decrease) Unaudited)         1997      1996  (Decrease)
------------------------------------------------------------------------------
<C>        <C>     <C>     <S>                 <C>         <C>      <C>
  $ 360    $  71   407 %  Interest and other   $1,013    $  452     124 %  
                          investment income                                 
 -----------------------------------------------------------------------------
  (304)      (63)  383 %  Interest expense       (434)     (182)    138 %
------------------------------------------------------------------------------
   (59)    1,008  (106)%  Other income (expense)(1,559)     (311)    401 %
==============================================================================
</TABLE>



Interest and other investment income increased to $360,000 for the third 
quarter of 1997 as compared to $71,000 for the same period of 1996 due to 
increased average investment holdings. For the nine-month period, interest and 
other investment income increased to $1,013,000 as compared to $452,000 
reported a year earlier.

Interest expense increased 383% for the third quarter of 1997 to $304,000.  
The increase is due primarily to the charges relating to grand-jury settlement 
and interest due on tax adjustment.  Refer to note C above for further details 
regarding the Grand Jury Investigation.

Other expenses of $1.6 million for the nine-months ended September 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.



<TABLE>  
Taxes and Net Income (Loss)
------------------------------------------------------------------------------
<CAPTION>
  For the quarter                                  For the nine
      ended                  (In thousands)       months ended 
   September 30,    Increase                   September 30,    Increase
  1997      1996   (Decrease) (Unaudited)          1997      1996 (Decrease)
------------------------------------------------------------------------------
<C>        <C>      <C>     <S>                 <C>       <C>    <C>
 $2,440   $   458   433%    Income tax expense  $ 305    $(462)  (166) %   
------------------------------------------------------------------------------
  58.2%       42.7%         Effective tax rate    168 %   (39.3)%
------------------------------------------------------------------------------
 $1,754   $   614   186%    Net income (loss)   $(123)    $(713)    83 %
==============================================================================
</TABLE>




The effective tax (benefit) rate for 1997 increased when compared to the same
 periods in 1996 due primarily to nondeductible items.


Net income for the third quarter of 1997 was $1.8 million or $0.09 per share 
compared to a net profit of $0.6 million or $0.03 per share for the third 
quarter of 1996. 

For the nine-month period ended September 30, 1997, the Company reported a net 
loss of $0.1 million or $0.01 per share as compared to net loss of $0.7 
million or $0.04 per share for the same period in 1996. Excluding the recall 
related, litigation items and cost reduction initiative, 1997 earnings would 
have been a gain of $2.7 million, or $0.14 per share. Restated with similar 
expense items excluded, 1996 earnings would have been a loss of $0.2 million 
or $0.01 per share. 

Although consistent downward pressures on both selling prices and manufactured 
volumes continue to erode the Company's profits, the increase sales of new 
products and the various cost reductions and efficiency improvements 
throughout the Company provide a source of encouragement with regards to 
future growth.


The Company continues to witness a consolidation of its customers, as chain 
drug stores and wholesalers merge or consolidate.  In addition, a number of 
the

<PAGE 15>
COPLEY PHARMACEUTICAL, INC.
             MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
                        CHANGES IN FINANCIAL CONDITION (Continued)

 Company's customers have instituted source programs which limit 
the number of  suppliers of generic pharmaceutical products carried by that 
customer.  As a result of these developments, there is a heightened 
competition among generic producers for the business of this smaller and more 
selective customer base.


In the past year, there have been an increasing number of attempts to use 
federal legislation to extend the patent life of various drugs beyond the term 
permitted under current statutes.  This trend has accelerated during the third 
quarter.  Although the generic drug industry thus far has been successful in  
defeating these attempts at extending the monopoly of brand name drugs, the 
Company could be adversely impacted if future legislation is enacted which 
extends the patent exclusivity of a number of drugs that are expected to come 
off patent in the coming years.

Forward -looking statements (statements which are not historical facts) in 
this document 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 risk and uncertainties, including those 
risks and uncertainties detailed in the Company's filings with the Securities 
and Exchange Commission, copies of which are available from the Company.

Changes in Financial Condition


<TABLE>
<CAPTION>      
                                      Unaudited
                                     September 30,       December 31,
(In thousands)                           1997                1996
                                     -------------       ------------
<S>                                   <C>                  <C>
Cash and short-term investments         $ 26,344           $ 29,731
Working capital                           57,889             48,179
Long-term debt                             4,800              5,100
Shareholders' equity                     100,202            100,131

</TABLE>


Working capital increased $9.7 million from December 31, 1996 to $57.9 million 
at September 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 September 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 Company  made 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. 





<PAGE 16>

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 6.       Exhibits and Reports on Form 8-K				

                  (a) Exhibits
                       None
            		(b) Reports on Form 8-K
             	     No other reports on Form 8-K were filed during the 
three months ended September 30, 1997.

<PAGE 17>


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 ,     November 14, 1997
    Ken E. Starkweather       Treasurer and Chief Financial Officer
                              (principal financial and accounting officer)