BARR LABORATORIES INC
10-Q, 1996-02-08
PHARMACEUTICAL PREPARATIONS
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                         UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C. 20549
                                
                                
                            FORM 10-Q
(Mark One)

[X]       QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES     EXCHANGE ACT OF 1934

For quarterly period ended December 31, 1995 or


[  ]      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
          SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________


                  Commission file number 1-9860

                     BARR LABORATORIES, INC.
     (Exact name of Registrant as specified in its charter)

               New York                  22-1927534
  (State or Other Jurisdiction of      (I.R.S. -Employer
  Incorporation or Organization)        Identification No.)

 Two Quaker Road, P. O. Box 2900, Pomona, New York   10970-0519
            (Address of principal executive offices)

                          914-362-1100
                 (Registrant's telephone number)

                                
 (Former name, former address and former fiscal year, if changed
                       since last report)


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

Number of shares of Common Stock, Par Value $.01, outstanding as
of December 31, 1995:  9,313,088.
<PAGE>
                                
                     BARR LABORATORIES, INC.



                    INDEX                             PAGE

PART  I.    FINANCIAL INFORMATION

     Item 1. Financial Statements

             Consolidated Balance Sheets as of
             December 31, 1995 and June 30, 1995        3

             Consolidated Statements of Earnings
             for the three and six-months ended
             December 31, 1995 and 1994                 4
             Consolidated Statements of Cash Flows
             for the six-months ended
             December 31, 1995 and 1994                 5
             Notes to Consolidated Financial
             Statements                               6-7
     
     Item 2. Management's Discussion and
             Analysis of Financial Condition and
             Results of Operations                   8-10

PART II.     OTHER INFORMATION

     Item 1. Legal Proceedings                         11
     
     Item 4. Submission of Matters to a Vote of        11
             Security Holders

     Item 5. Other                                     12


     Item 6. Exhibits and Reports on Form 8-K          12

SIGNATURES                                             13
<PAGE>
<TABLE>

                    BARR LABORATORIES, INC.
                  CONSOLIDATED BALANCE SHEETS
          (thousands of dollars, except share amounts)
                          (unaudited)                               
                                                           
<CAPTION>                                         
                                      December 31,      June 30,
                                          1995            1995
                                                                 
<S>                                      <C>           <C>
                ASSETS                                           
Current assets:                                                  
  Cash and cash equivalents               $  51,146     $  52,987
  Accounts receivable, less allowances                            
   of $1,760 and $2,100, respectively        32,247        27,307
  Inventories                                39,315        35,890
 Deferred income taxes                        3,701         3,601
 Prepaid expenses                               968           678
                                                     
  Total current assets                      127,377       120,463
                                                                 
                                                                  
Property, plant and equipment, net           36,998        34,799
                                                                  
Other assets                                  1,162           691
                                                     
  Total assets                            $ 165,537     $ 155,953
                                                     
 LIABILITIES AND SHAREHOLDERS' EQUITY                            
Current liabilities:                                             
     Accounts payable                     $  60,293     $  55,355
     Accrued liabilities                      5,094         5,495
     Income taxes payable                     1,781         1,249
                                                                 
          Total current liabilities          67,168        62,099
                                                                 
Long-term debt                               20,350        20,371
Other liabilities                               233           253
Deferred income taxes                         1,179         1,377
                                                     
Commitments & Contingencies                                      
                                                                 
Contingencies (note 6)

Shareholders' Equity:                                
  Common Stock $.01 par value per share
    Authorized 30,000,000; issued                                  
    9,365,513 and 9,334,852, respectively        94            93
  Additional paid-in capital                 42,793        42,230
  Retained earnings                          33,733        29,543
                                             76,620        71,866
                                                                 
 Treasury stock at cost: 52,425 shares         (13)           (13)
                                                     
  Total shareholders' equity                 76,607        71,853
                                                     
  Total liabilities and shareholders'      
  equity                                  $ 165,537     $ 155,953
<FN>                                
See accompanying notes to the consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>

                     BARR LABORATORIES, INC.
               CONSOLIDATED STATEMENTS OF EARNINGS
        (thousands of dollars, except per share amounts)             
                           (unaudited)
                                                                
                                                                
<CAPTION>                                                                 
                                     Three Months        Six Months             
                                        Ended              Ended
                                    December 31,        December 31,            
                                    1995    1994        1995      1994
<S>                              <C>       <C>       <C>         <C>        
Net sales                         $57,465   $50,878   $111,641    $94,925

Cost of sales                      46,541    39,857     90,000     73,960

  Gross Profit                     10,924    11,021     21,641     20,965

Costs and expenses:                                              
                                                                 

 Selling, general and               
   administrative                   5,433     4,287     10,493      8,479      
                                                                 
 Research and development           2,529     2,863      4,773      5,162
                                                                 
                                                                 
Earnings from operations            2,962     3,871      6,375      7,324
                                                                 
Interest  income                      601       375      1,285        691
                                                                 
Interest  expense                    (432)     (647)      (904)    (1,394)
                                                                 
Other (expense)  income, net            5        87        (12)        89
                                                                 
Earnings before income taxes        3,136     3,686       6,744     6,710
                                                                 
Income tax expense                  1,147     1,438       2,554     2,617
                                                                 
Net  earnings                       1,989     2,248       4,190     4,093
                                                                 
        PER COMMON SHARE:                                        
                                                                 
Earnings per common and common 
  equivalent share                $  0.21   $  0.25     $  0.45    $ 0.46
                                                                 
Earnings per common share assuming  
  full dilution                   $  0.21   $  0.25      $ 0.43    $ 0.46
                                                                 
Weighted average number 
of common and common 
equivalent shares               9,305,360 9,008,836   9,299,479 8,972,823
                                
                                                                 
Weighted average number of shares                                
 assuming full dilution         9,676,784 9,525,033   9,670,903 9,009,898
              
<FN>                                                                 
See accompanying notes to the consolidated financial statements.
</TABLE>
<PAGE>                                
<TABLE>
               BARR LABORATORIES, INC.
        CONSOLIDATED STATEMENTS OF CASH FLOWS
 For the Six Months Ended December 31, 1995 and 1994
           (thousands of dollars; unaudited)
<CAPTION>                           
                                                     1995       1994
<S>                                             <C>        <C>
CASH FLOWS FROM (USED IN) OPERATING ACTIVITIES:                     
  Net earnings                                   $   4,190   $   4,093
  Adjustments to reconcile net earnings                          
     to net cash provided by (used in)                              
     operating activities:
      Depreciation and amortization                   2,470      2,045
      Deferred income tax benefit                      (298)      (438)
      Loss (gain) on disposal of equipment               19        (87)
  Changes in assets and liabilities:                                 
    (Increase) decrease in:                                   
       Accounts receivable                           (4,940)    (6,870)
       Inventories                                   (3,425)    (1,817)
       Prepaid expenses                                (290)      (203)
       Other assets                                    (471)       (42)
     Increase (decrease)  in:                                          
       Accounts payable and accrued liabilities       4,517      6,883
       Income taxes payable                             532      1,275
                                                                
     Net cash provided by operating activities        2,304      4,839
                                                                     
CASH FLOWS FROM  (USED IN) INVESTING ACTIVITIES:
 Purchases of property, plant and equipment          (4,867)    (3,166)
 Proceeds from sale of property, plant and
  equipment                                             179        300
   Net cash used in investing activities             (4,688)    (2,866)
                                                                    
CASH FLOWS FROM (USED IN) FINANCING ACTIVITIES:                     
 Principal payments on long-term debt                   (21)       (26)
 Proceeds from exercise of stock options                            
  and employee stock purchases                          564        336
                                                                    
  Net cash provided by financing activities             543        310
                                                                    
  Increase (decrease)  in cash                       (1,841)     2,283
                                                                    
Cash and cash equivalents at beginning of period     52,987     36,499

Cash and cash equivalents at end of period       $   51,146 $   38,782
                                                                    
Supplemental cash flow data-Cash 
  paid during the period:
    Interest, net of portion capitalized         $      903 $    1,398
    Income taxes                                 $    2,320 $    1,791
<FN>                                
See accompanying notes to the consolidated financial statements.
</TABLE>
<PAGE>  
                     BARR LABORATORIES, INC.
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           (unaudited)
                                
1. Basis of Presentation
   
   The consolidated financial statements include  the accounts
   of Barr Laboratories, Inc. and its wholly-owned subsidiaries
   (the "Company" or "Barr").

   In  the  opinion of the Management of the Company, the interim
   consolidated  financial  statements include  all  adjustments,
   consisting  only  of  normal recurring adjustments,  necessary
   for a fair presentation of the financial position, results  of
   operations  and  cash flows for the interim  periods.  Interim
   results  are  not necessarily indicative of the  results  that
   may  be  expected for a full year.  These financial statements
   should  be  read  in  conjunction with  the  Company's  Annual
   Report  on  Form 10-K for the year ended June  30,  1995,  and
   quarterly  report on Form 10-Q for the period ended  September
   30, 1995.
   
2. Inventories

   Inventories consisted of the following (in thousands of
   dollars):
                                          December 31,  June 30,
                                            1995          1995
       Raw materials and supplies          $17,612      $17,470
       Work-in-process                       6,098        4,520
       Finished goods                       15,605       13,900
                                           $39,315      $35,890
                                                         
                                                             
   Tamoxifen  Citrate, purchased as a finished product, accounted
   for  approximately $11,173 and $9,966 of finished goods as  of
   December 31, 1995 and June 30, 1995, respectively.

3. Earnings Per Common Share and Common Share Equivalents

   For  the three and six-month periods ended December 31,  1995,
   earnings per primary common and common equivalent shares  were
   computed  by dividing the earnings applicable to common  stock
   by  the  weighted average number of common shares  outstanding
   during  the  period.   Fully diluted earnings  per  share  was
   calculated  including dilutive stock options.  For  the  three
   and  six-month periods ended December 31, 1994,  earnings  per
   common   share   were  computed  by  dividing   the   earnings
   applicable to common stock by the weighted average  number  of
   common  and  dilutive  common  equivalent  shares  outstanding
   during  the  period.  For the six months  ended  December  31,
   1994,  the  inclusion of the convertible debentures and  their
   related  interest expense and deferred charge  adjustments  in
   the  calculation of fully diluted earnings per share  resulted
   in less than 3% dilution.

4.      Cash and Cash Equivalents

   Cash   equivalents  consist  of  short-term,  highly   liquid
   investments  (primarily municipal bonds with  interest  rates
   that  are  re-set  in intervals of 7 to 30  days)  which  are
   readily  convertible  into cash at par value  (cost).  As  of
   December  31,  1995 and June 30, 1995, approximately  $33,757
   and $41,143, respectively, of the Company's cash was held in a
   <PAGE>

                       BARR LABORATORIES, INC.
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           (unaudited)

   cash  collateral account to secure extension of credit to  it
   by  the  manufacturer of Tamoxifen Citrate. (See Note  6  and
   Management's  Discussion and Analysis of Financial  Condition
   and   Results   of  Operations  --  Liquidity   and   Capital
   Resources.)

5.      Commitments and Contingencies

   Litigation
   The  Company, at December 31, 1995, was involved  in  lawsuits
   incidental  to  its  business, including  patent  infringement
   actions.   Management, based on the advice of  legal  counsel,
   believes that the ultimate disposition of these lawsuits  will
   not  have  any  significant adverse effect  on  the  Company's
   consolidated   financial   statements.   (See    also    Legal
   Proceedings.)

6.   Collateral Agreement

   In  December 1995, the Company and the Innovator of  Tamoxifen
   entered  into an Alternative Collateral Agreement ("Collateral
   Agreement") which suspends certain sections of the Supply  and
   Distribution  Agreement  ("Distribution  Agreement")   entered
   into   March,   1993.     Under  the   Collateral   Agreement,
   extensions  of  excess credit to the Company  will  no  longer
   need  to  be secured by a letter of credit or cash collateral.
   As  of  December 8, 1995, the effective date of the Collateral
   Agreement,  the  balance  of  the  funds  held  in  the   cash
   collateral   account   totaled  approximately   $45   million.
   Beginning   with  the  Company's  first  purchase  after   the
   effective  date  of the Collateral Agreement, the  Company  is
   not  required to fund the cash collateral account at the  time
   of   purchase.    All  remaining  terms  of  the  Distribution
   Agreement remain in place.
   
   In   return   for  the  elimination  of  the  cash  collateral
   requirement  and  in lieu of issuing letters  of  credit,  the
   Company  has agreed to pay the Innovator a monthly  fee  based
   on  the  average monthly Tamoxifen payable balance, as defined
   in   the  agreement,  and  maintain  compliance  with  certain
   financial covenants.
   
7.   Subsequent Event
   
   In  January  1996, the Company purchased a 65,000 square  foot
   manufacturing  facility in Forest, Virginia, for approximately
   $2.3 million in cash.
<PAGE>

                     BARR LABORATORIES, INC.

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

Results  of Operations:  Comparison of the Quarter Ended December 31, 1995
to the Quarter Ended December 31, 1994 - (thousands of dollars)

Net sales increased 13% to $57,465 from $50,878.  The increase is
attributable to an increase in Barr-manufactured products as well
as   continued   increase   in  demand  for   Tamoxifen   Citrate
("Tamoxifen"),  the  breast cancer treatment distributed  by  the
Company.

Tamoxifen  sales  increased  12% to  $41,434  from  $36,868,  but
remained  at  approximately 72% of total net sales.   The  growth
resulted from increases in the Company's market share and  price.
While  the Company's Tamoxifen revenues continued to increase  in
fiscal  1996,  the rate of growth between fiscal  1995  and  1996
declined  compared to prior years.  This decline in the  rate  of
growth   was   expected  given  the  dramatic   growth   achieved
immediately  after the Company began distributing  Tamoxifen  and
given the Company's share of the current market.  Tamoxifen is  a
patented  product manufactured for the Company by the  Innovator,
and  is  distributed by the Company under a non-exclusive license
agreement with the Innovator. Sales of Barr-manufactured products
increased  14%  as  a result of additional volume  and  favorable
changes in product mix.

Gross  profit  remained consistent with the prior year,  although
gross  margin  percentages declined to 19.0% from 21.7%.   Volume
increases  were offset by lower margins on certain  products.  In
late  November 1995, the Company began selling Megestrol Acetate,
a  cancer treatment.  While the introduction of this product  did
not  significantly  effect results for the  second  quarter,  the
Company believes that this product will provide a positive impact
during  the  remainder  of  the  year  and  will  contribute   to
offsetting lower margins on certain Barr-manufactured products.

Selling, general and administrative expenses increased to  $5,433
from  $4,287 and as a percentage of net sales from 8.4% to  9.5%.
The  increase  of  $1,146  reflects  the  Company's  spending  in
preparation for the introduction of new products.  This  spending
includes  increased  legal fees associated  with  ongoing  patent
challenges;  increased  salaries  associated  with  additions  in
headcount;  and, additional depreciation from the  December  1994
implementation of a new core computer system.

Research and development expenses decreased to $2,529 from $2,863
despite an increase in salaries and related costs associated with
the   addition  of  scientists  and  higher  raw  material  costs
associated  with  an  increase in the number  of  products  under
development  when  compared to the prior year.   These  increases
were offset by a decrease in fees paid to outside laboratories to
conduct biostudies.  Such a decrease was expected since the prior
year's  amounts included biostudy costs for conjugated estrogens.
The  number,  complexity and associated costs of  biostudies  for
conjugated  estrogens are greater than those for  other  products
currently under development.

Interest  income  increased to $601  from  $375,  due  to  a  37%
increase in the average cash and cash equivalent balance as  well
as an increase in the rate of return earned on those investments.
<PAGE>
Interest  expense declined by $215 due primarily to the reduction
in  long-term  debt  from  the February 1995  conversion  of  $10
million in Convertible Subordinated Notes into Barr common stock.

Results  of  Operations:   Comparison of  the  Six  Months  Ended December 31, 
1995 to the Six Months Ended December 31, 1994 (thousands of dollars)

Net  sales increased to $111,641 from $94,925.  The 18%  increase
is  primarily attributable to a continued increase in demand  for
Tamoxifen,  the  breast  cancer  treatment  distributed  by   the
Company,  as  well  as increased sales for the  balance  of   the
Company's product lines.

Sales  of  Tamoxifen accounted for $81,324 or 73% of  net  sales,
compared to $66,496 or 70% of net sales. The 22% growth  was  due
to  increases in the Company's market share and price.  While the
Company's  Tamoxifen  revenues continued to  increase  in  fiscal
1996,  the  rate of growth between fiscal 1995 and 1996  declined
compared  to prior years. This decline in the rate of growth  was
expected given the dramatic growth achieved immediately after the
Company  began  distributing Tamoxifen and  given  the  Company's
share  of  the  current market.  Tamoxifen is a patented  product
manufactured for the Company by the Innovator, and is distributed
by  the Company under a non-exclusive license agreement with  the
Innovator. Sales of Barr-manufactured products increased 7% as  a
result  of  favorable  changes in product mix  and  increases  in
volume.

Gross  profit increased to $21,641 from $20,965 primarily due  to
increased sales volume.  However, the gross margin decreased as a
percentage  of net sales from 22.1% to 19.4%.  This  decrease  is
primarily  attributed  to  lower  gross  margins  earned  on  the
distribution  of  Tamoxifen compared to margins earned  on  Barr-
manufactured  products, and by lower margins on  certain  of  the
Company's  manufactured  products.  In late  November  1995,  the
Company  began  selling Megestrol Acetate,  a  cancer  treatment.
While  the  introduction of this product  did  not  significantly
effect results for the second quarter, the Company believes  that
this  product will provide a positive impact during the remainder
of  the  year and will contribute to offsetting lower margins  on
certain Barr-manufactured products.

Selling, general and administrative expenses increased to $10,493
from  $8,479 and increased as a percentage of net sales  to  9.4%
from   8.9%.   The  increase  of  $2,014  reflects  spending   in
preparation for the introduction of new products.  This  spending
includes  increased  legal fees associated  with  ongoing  patent
challenges;  increased  salaries  associated  with  additions  in
headcount;  and, additional depreciation from the  December  1994
implementation of a new core computer system.

Research and development expenses decreased to $4,773 from $5,162
despite an increase in salaries and related costs associated with
the   addition  of  scientists  and  higher  raw  material  costs
associated  with  an  increase in the number  of  products  under
development  when  compared to the prior year.   These  increases
were offset by a decrease in fees paid to outside laboratories to
conduct biostudies.  Such a decrease was expected since the prior
year's  amounts included biostudy costs for conjugated estrogens.
The  number,  complexity and associated costs of  biostudies  for
conjugated  estrogens are greater than those for  other  products
currently under development.

Interest income increased 86% to $1,285 from $691, due to  a  39%
increase in the average cash and cash equivalent balance as  well
as an increase in the rate of return earned on those investments.
<PAGE>

Interest expense declined $490 primarily from the elimination  of
interest  expense  associated with the  $10  million  Convertible
Subordinated  Notes  which were converted  into  shares  of  Barr
common stock in February 1995.

Liquidity and Capital Resources

The  Company had cash and cash equivalents of $51,146 at December
31, 1995, a decrease from $52,987 at June 30, 1995.  However, the
Company's unrestricted cash increased $5,545 to $17,389 from June
30, 1995, as the cash held in a cash collateral account to secure
credit  extended  to  the Company by the Innovator  of  Tamoxifen
decreased to $33,757 from $41,143 at June 30, 1995.  The decrease
in  the  cash  collateral account is a result of  an  Alternative
Collateral Agreement ("Collateral Agreement") entered in December
1995  between  the  Company and the Innovator of  Tamoxifen.   As
discussed  in Note 6 to the financial statements, beginning  with
the  Company's  first  purchase under the  Collateral  Agreement,
extensions of excess credit to the Company will no longer need to
be  secured  by  a  letter of credit or cash  collateral.   As  a
result, a significant portion of the Company's cash balances will
no  longer  be subject to the restrictions imposed  by  the  cash
collateral  account, and can be used at the Company's discretion.
The  balance in the cash collateral account at December 31,  1995
relates  to  purchases  prior  to  the  effective  date  of   the
Collateral Agreement.

Cash  provided from operating activities was $2,304 for  the  six
months  ended December 31, 1995.  Favorable increases in accounts
payable  were  offset  by increases in inventories  and  accounts
receivable.  The increases in accounts payable and inventory were
primarily due to increased purchases of Tamoxifen.  The  increase
in  accounts  receivable is attributable to an increase  in  days
sales outstanding as well as an increase in overall sales volume.

The  Company  purchased $4,867 in capital assets during  the  six
months ended December 31, 1995, the majority of which related  to
the  expansion of the Company's manufacturing facilities and  the
purchase  of new machinery and equipment.  In December 1995,  the
Company  announced  plans  to expand its  existing  manufacturing
facilities  in Pomona, New York and Northvale, New  Jersey.   The
expansions  will add additional manufacturing capacity  including
special manufacturing areas necessary for the production of  such
products   as  cancer  treatments  and  hormonal  agents.    This
investment   will  consist  of  approximately   $4   million   in
construction  and $4 million in the purchase and installation  of
new  equipment.   In January 1996, the Company purchased a 65,000
square  foot  manufacturing facility  in  Forest,  Virginia,  for
approximately  $2.3  million in cash.  Over the  next  year,  the
Company estimates that it will invest an additional $11.4 million
to  retrofit  the  facility, purchase and  install  equipment  to
manufacture  pharmaceutical products, and outfit  laboratory  and
support facilities.  Management believes that its purchase of the
Virginia  facility will result in significant cost savings  since
the  existing  facility  can  be easily  converted  to  meet  the
Company's  needs,  and  ongoing  operating  expenses   are   more
favorable in Virginia when compared to New York and New Jersey.

The  Company  is currently evaluating alternatives for  financing
the  acquisition  of  certain  of  its  machinery  and  equipment
additions,   and   the  renovation  of  the  Virginia   facility.
Management  believes that existing capital resources, along  with
the  Company's ability to obtain additional capital, if required,
will be adequate to meet its needs for the foreseeable future.
<PAGE>                   
                   PART II. OTHER INFORMATION
                                
                                
Item 1.   Legal Proceedings
          
          AZT Patent Challenge
          As  previously disclosed in the Company's Annual Report
          on Form 10-K for the year ended June 30, 1995, in March
          1995,  the  Company filed a petition  asking  the  U.S.
          Supreme  Court to overturn the November 1994 ruling  by
          the  Court  of  Appeals  for  the  Federal  Circuit  in
          Washington,  D.C.,  which  upheld  five  of   Burroughs
          Welcome  Co.'s  ("BW&Co.") patents for zidovudine,  the
          generic versions of the AIDS treatment AZT.
          
          On  January  16, 1996, the U.S. Supreme  Court  decided
          that  it  would not hear an appeal seeking to  overturn
          the  Court  of  Appeals ruling on BW&Co.'s  patents  on
          zidovudine.   This   decision  effectively   ends   the
          Company's challenge of the patents.  BW&Co.'s claim for
          recovery of its attorney's fees from the Company on the
          grounds  that  the Company's conduct renders  the  case
          "exceptional"  under  patent law  remains  outstanding.
          The  Company  believes that this action  is  not  well-
          founded,   and  accordingly,  no  liability  has   been
          recorded at this time.


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

          The Annual Meeting of Shareholders of Barr
          Laboratories, Inc. was held on December 6, 1995, at the
          Woodcliff Lake Hilton, Woodcliff Lake, New Jersey.  Of
          the 9,303,088 shares entitled to vote, 8,754,808 shares
          were represented at the meeting by proxy or present in
          person.  The meeting was held for the following
          purposes:

          1. To elect a Board of Directors.
          All eight nominees were elected based on the following
          votes cast:

                   For                        Shares
               Robert J. Bolger              8,746,878
               Edwin A. Cohen                8,746,678
               Bruce L. Downey               8,747,078
               Michael F. Florence           8,747,078
               Wilson L. Harrell             8,746,878
               Jacob M. Kay                  8,747,078
               Bernard C. Sherman            8,746,678
               George P. Stephan             8,747,078
          
          2. To consider approval of an amendment to the
          Company's 1993 Stock Option Plan for Non-Employee
          Directors.  The number of votes cast for, against and
          abstained were 8,627,783, 127,025, and 548,280
          respectively.
<PAGE>


Item 5.   Other Information
          
          Effective  December  8,  1995,  the  Company  and   the
          Innovator  of  Tamoxifen entered  into  an  Alternative
          Collateral  Agreement  ("Collateral  Agreement")  which
          suspends   certain   sections   of   the   Supply   and
          Distribution   Agreement   ("Distribution   Agreement")
          entered into by both parties in March, 1993.  Under the
          Collateral  Agreement, extensions of excess  credit  to
          the  Company  will no longer need to be  secured  by  a
          letter  of credit or cash collateral.  At the  time  of
          entering the Collateral Agreement, the balance  of  the
          funds  held  in  the  cash collateral  account  totaled
          approximately   $45   million.   Beginning   with   the
          Company's  first purchase after the effective  date  of
          the  Collateral  Agreement, the  Company  will  not  be
          required  to  fund the cash collateral account  at  the
          time  of  the  purchase.   The  Company  will  pay  the
          Innovator  a  monthly fee based on the average  monthly
          Tamoxifen payable balance, as defined in the agreement.
          All  remaining  terms  of  the  Distribution  Agreement
          remain in place.

Item 6.   Exhibits and Reports on Form 8-K

a)          Exhibit Number         Exhibit

           11                     Computation of per share earnings

           27                     Financial data schedule
     
(b)       There  were no reports filed on Form 8-K in the quarter
          ended December 31, 1995.
<PAGE>                                
                     BARR LABORATORIES, INC.


SIGNATURES

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.

                              BARR LABORATORIES, INC.


Dated: February 7, 1996       /s/ Paul M. Bisaro
                              Paul M. Bisaro, Vice President,
                              Chief Financial Officer
                              and General Counsel

                       


<TABLE> <S> <C>

<ARTICLE> 5
<MULTIPLIER> 1000
       
<S>                                       <C>
<PERIOD-TYPE>                                  6-MOS
<FISCAL-YEAR-END>                          JUN-30-1996
<PERIOD-END>                               DEC-31-1995
<CASH>                                          51,146
<SECURITIES>                                         0
<RECEIVABLES>                                   32,247
<ALLOWANCES>                                         0
<INVENTORY>                                     39,315
<CURRENT-ASSETS>                               127,377
<PP&E>                                          36,998
<DEPRECIATION>                                       0
<TOTAL-ASSETS>                                 165,537
<CURRENT-LIABILITIES>                           67,168
<BONDS>                                         20,350
                                0
                                          0
<COMMON>                                            94
<OTHER-SE>                                      76,513
<TOTAL-LIABILITY-AND-EQUITY>                   165,537
<SALES>                                        111,641
<TOTAL-REVENUES>                               111,641
<CGS>                                           90,000
<TOTAL-COSTS>                                   90,000
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                 904
<INCOME-PRETAX>                                  6,744
<INCOME-TAX>                                     2,554
<INCOME-CONTINUING>                              4,190
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                     4,190
<EPS-PRIMARY>                                      .45
<EPS-DILUTED>                                      .43
<FN>
<F1>Accounts Receivable and PP&E are Net
</FN>
        


</TABLE>

<TABLE>
                      BARR LABORATORIES, INC. AND SUBSIDIARIES
                         COMPUTATION OF PER SHARE EARNINGS
               QUARTER AND SIX MONTHS ENDED DECEMBER 31, 1995 AND 1994
                  (Amounts in thousands, except per share amounts)
<CAPTION>
                                         1995      1994      1995      1994
                                        QUARTER   QUARTER    Y-T-D     Y-T-D
<S>                                     <C>       <C>      <C>       <C>
PRIMARY
    Average shares outstanding           9,305     8,748      9,299     8,743

    Net effect of dilutive stock options -
    based on the treasury stock method
    using average market price             - i        261      - ii       230

                                 Total   9,305      9,009     9,299     8,973

    Net earnings                        $1,989     $2,248    $4,190    $4,093

    Net earnings per share              $ 0.21     $ 0.25    $ 0.45    $ 0.46

FULLY DILUTED
    Average shares outstanding           9,305      8,748     9,299     8,743

    Net effect of dilutive stock options -
    based on the treasury stock method
    using quarter-end market price         371        267        371      267

    Convertible debenture                    -        510          -      510

                                 Total   9,676      9,525      9,670    9,520

    Net earnings                        $1,989     $2,248     $4,190   $4,093

    Deferred finance charges, net of tax     -         14         -        27

    Interest adjustment, net of tax          -        153         -       307

                                 Total  $1,989     $2,415     $4,190   $4,427


    Net earnings per share              $ 0.21     $ 0.25     $ 0.43   $ 0.46iii
i)    Stock options of 231 in 1995 are not included because
      their inclusion results in less than 3% dilution.

ii)   Stock options of 223 in 1995 are not included because
      their inclusion results in less than 3% dilution.

iii)  For the six months ended December 31, 1994, the convertible 
      debentures and related interest expense and deferred charges
      are not included because their inclusion results in less than 
      3% dilution.

</TABLE>


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