Exhibit 10.2


                         PHARMACEUTICAL RESOURCES, INC.
                               ONE RAM RIDGE ROAD
                         SPRING VALLEY, NEW YORK 10977



                                                                     May 1, 1995


Clal Pharmaceutical Industries Ltd.
Clal House
5 Druyanov Street
Tel Aviv 63143, ISRAEL


                Re: Amendment No. 1 to Stock Purchase Agreement
                -----------------------------------------------


Gentlemen:

          Reference is made to the Stock Purchase Agreement, dated March 25,
1995, between Pharmaceutical Resources, Inc. and Clal Pharmaceutical Industries
Ltd. (the "Agreement").  Terms defined herein shall have the meanings as set
forth in the Agreement.

          The Company and the Purchaser hereby agree to amend Section 7.2(c) of
the Agreement by inserting the following before the ".":

     ; provided, that the Company shall have no obligation hereunder to appoint
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     one of the directors designated by the Purchaser as a member of the audit
     committee of the Company if such appointment shall not be permitted under
     the rules and regulations of the New York Stock Exchange; provided further
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     that, in such event (i) the Company shall provide to the Purchaser all
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     materials at the time such materials shall be provided by the Company to
     the members of the audit committee, (ii) the director designated by the
     Purchaser shall have the right to consent to changes in accounting
     principles of the Company as long as such changes are not required to be
     adopted under rules, regulations or pronouncements of any regulatory agency
     or authority or financial or accounting standards board applicable to the
     Company (which consent shall not be unreasonably withheld, it being agreed
     that Purchaser's objection to any change that could result in an increase
     in Standard Cost(as defined in Exhibit C to the Agreement) shall be deemed
     to be reasonable), (iii) the appointment of the Company's auditors shall be
     approved by the entire

 
     board of directors of the Company and (iv) the Company shall consult with
     the director or directors designated by the Purchaser in respect of all
     actions to be taken by the audit committee.  The Company shall use its best
     efforts (which shall not require the Company to commence litigation or
     incur material expense) to obtain the appointment of the one of the
     directors designated by the Purchaser as a member of the audit committee.

          Except as amended hereby, the Agreement shall not be otherwise amended
and the Agreement shall remain in full force and effect.  This Amendment No. 1
to the Agreement shall be governed by the Section 16 of the Agreement.

                              PHARMACEUTICAL RESOURCES, INC.


                              By /s/Kenneth I. Sawyer
                                ----------------------------
                                Kenneth I. Sawyer
                                President



CLAL PHARMACEUTICAL INDUSTRIES LTD.


By  /s/Ze'ev Zehavi
   -------------------


By  /s/Mony Ben-Dor
   -------------------