SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )

Filed by registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement
[X] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12

Forest Laboratories, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)

Forest Laboratories, Inc.
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)

Payment of filing fee (Check the appropriate box):

[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

1) Title of each class of securities to which transaction applies:

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

2) Aggregate number of securities to which transaction applies:

- --------------------------------------------------------------------------------
3) Per unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11:(1)

- --------------------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:

- --------------------------------------------------------------------------------
5) Total fee paid:

[ ] Fee paid previously with preliminary materials:

- --------------------------------------------------------------------------------
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.

1) Amount previously paid:

- --------------------------------------------------------------------------------
2) Form, schedule or registration statement No.:

- --------------------------------------------------------------------------------
3) Filing party:

- --------------------------------------------------------------------------------
4) Date filed:

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(1) Set forth the amount on which the filing fee is calculated and state
how it was determined.

FOREST LABORATORIES, INC.

NOTICE OF 2001 ANNUAL MEETING OF STOCKHOLDERS

The Annual Meeting of the Stockholders of Forest Laboratories, Inc. (the
"Company") will be held on August 13, 2001 at 10:00 a.m., at JP Morgan Chase &
Co. Corporate Headquarters, 270 Park Avenue, New York, New York for the
following purposes:

1. To elect a Board of seven Directors to serve until the next Annual
Meeting of Stockholders and until their successors are duly elected and
qualified (Proposal 1);

2. To ratify the appointment of BDO Seidman, LLP as the Company's
independent auditors for the fiscal year ending March 31, 2002 (Proposal
2); and

3. To transact such other business as may properly be brought before the
Meeting.

Stockholders of record at the close of business on June 22, 2001 shall be
entitled to notice of and to vote at the Meeting. A copy of the Annual Report
for the fiscal year ended March 31, 2001 is being mailed to stockholders
simultaneously herewith.

YOU ARE INVITED TO ATTEND THE MEETING. WHETHER OR NOT YOU PLAN TO BE
PRESENT, KINDLY FILL IN AND SIGN THE ENCLOSED PROXY EXACTLY AS YOUR NAME
APPEARS ON YOUR STOCK CERTIFICATES, AND MAIL IT PROMPTLY IN THE ENCLOSED RETURN
ENVELOPE IN ORDER THAT YOUR VOTE CAN BE RECORDED. THIS MAY SAVE THE COMPANY THE
EXPENSE OF FURTHER PROXY SOLICITATION.

By Order of the Board of Directors

WILLIAM J. CANDEE, III,
Secretary

June 29, 2001
New York, New York

FOREST LABORATORIES, INC.
909 THIRD AVENUE
NEW YORK, NEW YORK 10022

PROXY STATEMENT

Your proxy is solicited by the Board of Directors of the Company for use
at the Annual Meeting (the "Meeting") of Stockholders to be held on Monday,
August 13, 2001, or any adjournment or adjournments thereof, for the purposes
set forth in the attached Notice of Meeting. This Proxy Statement and form of
proxy are being mailed to stockholders on or about June 29, 2001.

Any stockholder giving a proxy may revoke it at any time prior to its use
at the Meeting by giving written notice of revocation to the Secretary of the
Company; mere attendance at the Meeting, without such notice, will not revoke
the proxy. Properly executed proxies will be voted in the manner directed by a
stockholder and, if no direction is made, will be voted for the election of
each of the seven nominees for election as directors and in favor of the
ratification of the appointment of BDO Seidman, LLP as the Company's
independent auditors for the fiscal year ending March 31, 2002.

The Board of Directors does not intend to present at the Annual Meeting
any matters other than those set forth in this Proxy Statement, nor does the
Board of Directors know of any other matters which may come before the Meeting.
However, if any other matters properly come before the Meeting, it is the
intention of the persons named in the enclosed proxy to vote it in accordance
with their judgment.

As of June 22, 2001, the record date fixed for the determination of
stockholders entitled to notice of and to vote at the Annual Meeting, there
were outstanding 176,996,091 shares of the Company's common stock, par value
$.10 per share (the "Common Stock") which is the only outstanding class of
voting securities of the Company. All share counts have been adjusted to
account for the Company's two-for-one stock split effected with respect to
shares of the Company's common stock issued and outstanding as of the close of
business on December 26, 2000. Each outstanding share of Common Stock is
entitled to one vote on each matter to be voted upon.

The Company's by-laws provide that stockholders holding a majority of the
outstanding shares of Common Stock shall constitute a quorum at meetings of the
stockholders. Shares represented in person or by proxy as to any matter will be
counted toward the fulfillment of a quorum. The affirmative vote of a plurality
of the votes cast in person or by proxy is necessary for the election of
directors. The affirmative vote of a majority of the shares of Common Stock
present in person or by proxy is necessary for the approval of Proposal 2.

Votes at the Annual Meeting will be tabulated by two independent
inspectors of election appointed by the Company or the Company's transfer
agent. As the affirmative vote of a plurality of votes cast is required for the
election of directors, abstentions and "broker non-votes" will have no effect
on the outcome of such election. As the affirmative vote of a majority of
shares of Common Stock present in person or represented by proxy is necessary
for the approval of Proposal 2, an abstention will have the same effect as a
negative vote, but "broker non-votes" will have no effect on the outcome of the
vote.

Brokers holding shares for beneficial owners must vote those shares
according to the specific instructions they receive from beneficial owners. If
specific instructions are not received, brokers may vote those shares in their
discretion, depending on the type of proposal involved. The Company believes
that, in accordance with New York Stock Exchange rules applicable to such
voting by brokers, brokers will have discretionary authority to vote with
respect to any shares as to which no instructions are received from beneficial
owners with respect to the election of directors and Proposal 2. Shares as to
which brokers have not exercised such discretionary authority or received
instructions from beneficial owners are considered "broker non-votes."

Only stockholders of record at the close of business on June 22, 2001 will
be entitled to vote at the Meeting or any adjournment or adjournments thereof.

IT IS DESIRABLE THAT AS LARGE A PROPORTION AS POSSIBLE OF THE
STOCKHOLDERS' INTERESTS BE REPRESENTED AT THE MEETING. THEREFORE, EVEN IF YOU
INTEND TO BE PRESENT AT THE MEETING, YOU ARE REQUESTED TO SIGN AND RETURN THE
ENCLOSED PROXY TO INSURE THAT YOUR STOCK WILL BE REPRESENTED. IF YOU ARE
PRESENT AT THE MEETING AND DESIRE TO DO SO, YOU MAY WITHDRAW YOUR PROXY AND
VOTE IN PERSON BY GIVING WRITTEN NOTICE TO THE SECRETARY OF THE COMPANY. PLEASE
RETURN YOUR EXECUTED PROXY PROMPTLY.

PRINCIPAL STOCKHOLDERS

The following table sets forth as of June 22, 2001 the name, address and
holdings as to each person (including any "group" as defined in Section 13(d)
of the Securities Exchange Act of 1934) known by the Company to be the
beneficial owner of more than five percent of the Common Stock.

AMOUNT AND
NATURE OF
NAME AND ADDRESS BENEFICIAL PERCENT
OF BENEFICIAL OWNER OWNERSHIP OF CLASS
- ----------------------------------- ------------------- ---------

Capital Research and 10,549,400(1) 6.0%
Management Company
333 South Hope Street
Los Angeles, CA 90071

Capital Group International, Inc. 8,685,300(2) 5.0%
11100 Santa Monica Boulevard
Los Angeles, CA 90025

Citigroup Inc. 9,149,976(3) 5.2%
399 Park Avenue
New York, NY 10043

Waddell & Reed Investment
Management Company

Waddell & Reed, Inc.

Waddell & Reed Financial
Services, Inc.

Waddell & Reed Financial, Inc. 8,890,600(4) 5.0%
6300 Lamar Avenue
Overland Park, KS 66202

- ----------
(1) Based upon information set forth in an Information Statement on Schedule
13G filed by Capital Research and Management Company with the SEC.

(2) Based upon information set forth in an Information Statement on Schedule
13G filed by Capital Group International, Inc. with the SEC.

(3) Based upon information set forth in an Information Statement on Schedule
13G filed by Citigroup Inc. with the SEC.

(4) Based upon information set forth in an Information Statement on Schedule
13G filed by Waddell & Reed Investment Management Company, Waddell &
Reed, Inc., Waddell & Reed Financial Services, Inc. and Waddell & Reed
Financial, Inc. ("W&R") with the SEC with respect to accounts maintained
by third persons at W&R.

PROPOSAL 1

ELECTION OF DIRECTORS

The by-laws of the Company provide that there shall be three to eleven
directors, with such number to be fixed by the Board of Directors. Effective at
the time and for the purposes of the Meeting, the number of directors of the
Company, as fixed by the Board of Directors pursuant to the by-laws of the
Company, is seven.

Unless otherwise specified, each proxy received will be voted for the
election as directors of the seven nominees named below (each of whom were
elected at the 2000 Annual Meeting of Stockholders) to serve until the 2002
Annual Meeting of Stockholders and until his successor shall be duly elected
and qualified. Each of the nominees has consented to be named a nominee in the
Proxy Statement and to serve as a director if elected. Should any nominee
become unable or unwilling to accept a nomination or election, the persons
named in the enclosed proxy will vote for the election of a nominee designated
by the Board of Directors or will vote for such lesser number of directors as
may be prescribed by the Board of Directors in accordance with the Company's
by-laws.

The following persons have been nominated as directors:

HAS BEEN
NAME AND PRINCIPAL A DIRECTOR
OCCUPATION OR POSITION AGE SINCE
- -------------------------------------------------------------------------------- ----- -----------

Howard Solomon 73 1964
Chairman of the Board and Chief Executive Officer. Mr. Solomon has served
as Chief Executive Officer of the Company since 1977.

William J. Candee, III 74 1959
Of Counsel, Rivkin, Radler & Kremer, Attorneys at Law, where Mr. Candee
had been a partner since May 1989.

George S. Cohan 77 1977
President, The George Cohan Company, Inc. consultants, since June 1989. For
more than five years prior thereto, Mr. Cohan served as President of Doremus
& Co., Inc. and its predecessors, an advertising and public relations firm.

Dan L. Goldwasser 61 1977
Partner, Vedder, Price, Kaufman & Kammholz, Attorneys at Law, since
May 1992.

Kenneth E. Goodman 53 1998
President and Chief Operating Officer of the Company since December 1998.
For eighteen years prior thereto, Mr. Goodman served as Vice President-
Finance and Chief Financial Officer of the Company and in addition served as
Executive Vice President-Operations since February 1998.

Lester B. Salans, M.D. 65 1998
Clinical Professor and member of the Clinical Attending Staff Internal
Medicine, Mount Sinai Medical School and member of the Adjunct faculty,
Rockefeller University. Dr. Salans was formerly Vice President-Academic
and Scientific Affairs and Vice President-Preclinical Research at Sandoz
Pharmaceutical Corporation.

Phillip M. Satow 60 1998
Independent Consultant. Prior to his resignation in December 1998, Mr. Satow
served as Executive Vice President of the Company since February 1998. Prior
thereto, Mr. Satow served as Executive Vice President-Marketing since 1985.
Mr. Satow also serves as a director of Crucell N.V., a biotechnology company.

Certain information regarding the beneficial ownership of Common Stock by
each such director and nominee is set forth below at "Security Ownership of
Management."

EXECUTIVE OFFICERS OF THE COMPANY

NAME AGE POSITION WITH THE COMPANY
- ---------------------------------- ----- --------------------------------------------

Howard Solomon 73 Chairman of the Board and Chief Executive
Officer

Kenneth E. Goodman 53 President and Chief Operating Officer

Lawrence S. Olanoff, M.D., Ph.D. 49 Executive Vice President-Scientific Affairs

Elaine Hochberg 44 Senior Vice President-Marketing

John E. Eggers 39 Vice President-Finance and Chief Financial
Officer

See the table of nominees for election as directors for biographical data
with respect to Messrs. Solomon and Goodman.

Dr. Lawrence S. Olanoff was elected Executive Vice President-Scientific
Affairs of the Company in December 1998. From October 1995 through February
1998, Dr. Olanoff served as Vice President-Scientific Affairs and served as
Senior Vice President-Scientific Affairs from and after February 1998. From
1993 until he joined the Company in 1995, Dr. Olanoff was Senior Vice
President-Clinical Research and Development at Sandoz Pharmaceutical
Corporation. For nine years prior thereto, Dr. Olanoff was employed by The
Upjohn Company, where his last position was Corporate Vice President-Clinical
Development and Medical Affairs.

On December 17, 1999, Elaine Hochberg was elected Senior Vice
President-Marketing. From February 1998 through December 1999, Ms. Hochberg
served as Vice President-Marketing of the Company. From June 1997 through
February 1998, Ms. Hochberg served as Vice President-Marketing of Forest
Pharmaceuticals, Inc., a wholly-owned subsidiary of the Company. Prior to
joining the Company in 1997, Ms. Hochberg was Assistant Vice
President-Marketing at Wyeth-Lederle Laboratories.

John E. Eggers was elected Vice President-Finance and Chief Financial
Officer of the Company effective December 1998. From February 1998 until
December 1998, Mr. Eggers served as Vice President-Treasurer. For five years
prior thereto, Mr. Eggers was the Director of Finance at the Company.

SECURITY OWNERSHIP OF MANAGEMENT

The following table sets forth the beneficial ownership of shares of
Common Stock of the Company as of June 22, 2001 of (i) the Chief Executive
Officer and each of the Company's other executive officers at March 31, 2001,
(ii) each director and nominee to serve as a director and (iii) all directors
and executive officers of the Company as a group:

NAME OF AMOUNT AND NATURE OF PERCENT OF
BENEFICIAL OWNER BENEFICIAL OWNERSHIP CLASS
- ------------------------------------------------- ---------------------- -----------

Howard Solomon 8,433,748(1) 4.76%

William J. Candee, III 42,416(2) *

George S. Cohan 68,000(3) *

Dan L. Goldwasser 80,940(4) *

Kenneth E. Goodman 2,455,130(5) 1.39%

Lester B. Salans, M.D. 68,000(6) *

Phillip M. Satow 80,856(7) *

Dr. Lawrence S. Olanoff 47,932 *

Elaine Hochberg 91,772(8) *

John E. Eggers 71,200(9) *

All directors and executive officers as a group 11,439,994(10) 6.46%

- ----------
* less than 1%

(1) Includes 3,900,000 shares subject to options exercisable within 60 days
of the date hereof.

(2) Includes 39,000 shares subject to options exercisable within 60 days of
the date hereof.

(3) Includes 52,000 shares subject to options exercisable within 60 days of
the date hereof.

(4) Includes 60,000 shares subject to options exercisable within 60 days of
the date hereof. Does not include 12,320 shares owned by Mr. Goldwasser's
wife as to which shares Mr. Goldwasser disclaims beneficial ownership.

(5) Includes 1,993,960 shares subject to options exercisable within 60 days
of the date hereof.

(6) Includes 68,000 shares subject to options exercisable within 60 days of
the date hereof. Does not include 1,600 shares owned by Dr. Salans' wife
as to which shares Dr. Salans disclaims beneficial ownership.

(7) Includes 8,000 shares subject to options exercisable within 60 days of
the date hereof. Also includes 15,100 shares held in trusts, of which Mr.
Satow is a trustee, for the benefit of Mr. Satow's children.

(8) Includes 82,500 shares subject to options exercisable within 60 days of
the date hereof.

(9) Includes 71,200 shares subject to options exercisable within 60 days of
the date hereof.

(10) Includes 6,274,660 shares subject to options exercisable within 60 days
of the date hereof.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Federal securities laws require that the individuals and groups listed in
the preceding table must report to the SEC and the Company, within certain
periods, how many shares of the Company's equity securities they own and if
they conducted certain transactions in such securities. Based upon information
furnished by these stockholders, the Company believes that all required filings
for the most recent fiscal year and prior fiscal years have been made. In
addition, such information discloses that each of Messrs. Cohan and Candee
inadvertently filed one required monthly report several days late, in the case
of Mr. Cohan reporting the exercise of a stock option and in the case of Mr.
Candee reporting the exercise of a stock option and a sale of shares.

EXECUTIVE COMPENSATION

The following table sets forth, for the fiscal years ended March 31, 2001,
2000 and 1999, compensation paid by the Company to the Chief Executive Officer
and to each of the four most highly compensated executive officers of the
Company other than the Chief Executive Officer during fiscal year 2001 who were
serving at the end of such fiscal year, including salary, bonuses, stock
options and certain other compensation:

SUMMARY COMPENSATION TABLE

ANNUAL LONG-TERM COMPENSATION
COMPENSATION AWARDS(1)
------------------------------------- ---------------------------
ALL OTHER
SALARY BONUS OPTIONS COMPENSATION
NAME AND PRINCIPAL POSITION YEAR ($) ($) (#) ($)(2)
- ----------------------------- ------------- --------- --------- ----------- -------------

Howard Solomon, 2001 823,765 400,000 1,000,000 22,167
Chairman and Chief 2000 731,271 200,000 600,000 23,499
Executive Officer 1999 667,521 100,000 300,000 29,191

Kenneth E. Goodman, 2001 549,887 250,000 500,000 18,747
President and Chief 2000 488,014 150,000 400,000 17,841
Operating Officer 1999 444,264 75,000 150,000 22,936

Dr. Lawrence S. Olanoff, 2001 493,750 200,000 100,000 18,334
Executive Vice President- 2000 451,247 100,000 200,000 15,345
Scientific Affairs 1999 413,750 75,000 150,000 20,109

Elaine Hochberg, 2001 356,250 150,000 70,000 17,847
Senior Vice President- 2000 291,500 70,000 150,000 17,792
Marketing 1999 257,000 40,000 40,000 18,929

John E. Eggers, 2001 232,501 70,000 50,000 17,995
Vice President-Finance 2000 186,253 25,000 50,000 16,783
and Chief Financial Officer 1999(3) 45,001 -- -- --

- ----------
(1) The Company has no long-term incentive compensation plan other than its
several Employee Stock Option Plans described herein. The Company does
not award stock appreciation rights, restricted stock awards or long-term
incentive plan pay-outs.

(2) Consists of group term life insurance and compensation credited to such
executive officers pursuant to the Forest Laboratories, Inc. Savings and
Profit Sharing Plan (the "Plan"), which covers employees of the Company
and certain of its subsidiaries. Under the Plan, all regular employees of
the Company and certain subsidiaries who are employed for at least six
months prior to the Plan year end become participants of the Plan.
Contributions, which are made at the discretion of the Company's Board of
Directors, may not exceed 25 percent of the individual Plan participant's
gross salary (up to a maximum salary of $170,000), including allocated
forfeitures for the Plan year. Plan participants vest over a period of 3
to 7 years of credited service. The Company did not pay or provide other
forms of annual compensation (such as perquisites) to any of the named
executive officers having a value exceeding the lesser of $50,000 or 10%
of the total annual salary and bonus reported for such officers.

(3) Reflects compensation from the date Mr. Eggers was appointed as an
Executive Officer of the Company.

OPTIONS GRANTED IN FISCAL 2001

The following information is furnished for the fiscal year ended March 31,
2001 with respect to the Company's Chief Executive Officer and the other
executive officers of the Company named in the Compensation Table above, for
stock options granted during such fiscal year. Stock options were granted
without tandem stock appreciation rights.

POTENTIAL REALIZABLE VALUE
AT ASSUMED ANNUAL RATES OF
% OF TOTAL STOCK PRICE APPRECIATION
OPTIONS OPTIONS GRANTED FOR OPTION TERM($)(1)
GRANTED TO EMPLOYEES EXERCISE PRICE EXPIRATION -------------------------
NAME (#) DURING FISCAL YEAR PER SHARE ($/S) DATE 5% 10%
- ------------------------- ----------- -------------------- ----------------- ------------ ------------ ------------

Howard Solomon 1,000,000 21.46 66.91 12/15/2010 42,077,013 106,631,411

Kenneth E. Goodman 500,000 10.73 66.91 12/15/2010 21,038,506 53,315,706

Dr. Lawrence S. Olanoff 100,000 2.15 66.91 12/15/2010 4,207,701 10,663,141

Elaine Hochberg 70,000 1.50 66.91 12/15/2010 2,945,391 7,464,199

John E. Eggers 30,000 .64 42.17 05/22/2006 430,274 976,146
20,000 .43 66.91 12/15/2010 841,540 2,132,628

- ----------
(1) Represents the potential value of the options granted at assumed 5% and
10% rates of compounded annual stock price appreciation from the date of
grant of such options. The increase in shareholders' equity to all
shareholders of the Company measured over the same period at the same
assumed rates of appreciation and based upon the market price for the
Common Stock on the date such options were granted would be
$7,430,662,090 and $18,830,756,657, respectively.

AGGREGATED OPTION EXERCISES IN FISCAL 2001 AND FISCAL YEAR END OPTION VALUES

NUMBER OF UNEXERCISED VALUE OF UNEXERCISED IN THE
SHARES OPTIONS AT 3/31/01 (#) MONEY OPTIONS AT 3/31/01 ($)
ACQUIRED VALUE ------------------------------- ------------------------------
NAME ON EXERCISE(#) REALIZED($) EXERCISABLE NON-EXERCISABLE EXERCISABLE NON-EXERCISABLE
- ------------------------- ---------------- ------------- ------------- ----------------- ------------- ----------------

Howard Solomon 4,000,000 147,252,540 2,900,000 1,000,000 126,151,730 0

Kenneth E. Goodman 856,040 31,826,507 1,493,960 500,000 63,644,458 0

Dr. Lawrence S. Olanoff 243,000 12,835,870 0 467,000 0 13,841,846

Elaine Hochberg 0 0 58,500 313,500 2,317,441 9,414,862

John E. Eggers 0 0 65,100 134,900 3,093,631 3,889,786

BENEFITS AGREEMENTS

On December 1, 1989 the Board of Directors adopted a policy of granting
certain medical insurance benefits to senior corporate executive officers and
their spouses upon the completion of 10 years of service by such senior
officers. The benefit would be provided to such executives and their spouses
for their lifetimes following the termination of such executive's employment
with the Company, and would be equivalent to the medical insurance benefits
provided to such executives as of the date of their termination or as of
December 1, 1989, if more favorable. The benefit need not be provided to the
extent and for any time that the executive obtained comparable insurance from a
subsequent employer. The Company has entered into formal written benefits
agreements with each of Messrs. Solomon, Goodman and Satow (who retired in
December 1998) granting the 10 year service benefit.

Effective March 31, 1994, the Company entered into "split dollar" life
insurance benefit agreements with each of Messrs. Solomon, Satow and Goodman.
Each of these agreements provides that the Company will pay the premiums on a
life insurance policy owned by and for the benefit of the executive. Upon the
death of the executive (or other realization by the executive upon the
principal amount of the policy), proceeds of the life insurance policy will be
applied to repay the Company for all premiums paid on behalf of the executive.
The Company is obligated to continue to pay premiums under these agreements
until the covered life insurance policies are paid in full, notwithstanding the
termination of the executive's employment with the Company. The Company is
further obligated to pay all such premiums in a lump sum in the event the
Company undergoes a "change in control."

The Company has entered into employment agreements with several key
employees, including each of Messrs. Solomon, Goodman, Dr. Olanoff, Mr. Eggers
and Ms. Hochberg. Each of these agreements becomes effective only upon the
occurrence of a "change in control" and provides that the executive is entitled
to salary, bonus and benefits for a three year period following a "change in
control" of the Company if the executive's employment terminates during such
period without cause or for good reason. Subject to certain exceptions, a
"change in control" is (i) an acquisition of 20% or more of the Common Stock or
voting securities of the Company by a person or group not acquiring their
shares directly from the Company, (ii) a change in the majority of the current
Board of Directors or their designated successors not consented to by such
current Board of Directors or designated successors, and (iii) a liquidation or
dissolution of the Company or merger, consolidation or sale of all or
substantially all of the Company's assets which involves a greater than 50%
change in the shareholders of the Company or the replacement of a majority of
the current Board of Directors or their designated successors.

STOCK OPTIONS

The Company's 1994 Employee Stock Option Plan and the 1998 and 2000 Stock
Option Plans (the "Plans") provide that options may be granted to employees,
including executive officers, to purchase shares of Common Stock at a price per
share fixed by the Board of Directors, provided that, in the case of Incentive
Stock Options ("ISO's"), as defined by Section 422 of the Internal Revenue Code
of 1986 (the "Code"), such price may not be less than fair market value on the
date of the option grant. All employees of the Company and its subsidiaries are
eligible to receive options under the Plans.

The Plans provide that the Board of Directors may determine the employees
to whom options are to be granted and the number of shares subject to each
option. The purchase price for shares must be paid in cash or by the tender of
shares of Common Stock having a fair market value, as determined by the Board,
equal to the option exercise price.

The non-employee directors of the Company participate in the 1998 and,
once there are insufficient shares available for grant under that Plan, the
2000 Stock Option Plan (the "1998 and 2000 Plans"). Under the 1998 and 2000
Plans, an initial grant of options covering 14,000 shares of Common Stock is
automatically granted to persons who become non-employee directors of the
Company. Twenty-five percent of the foregoing options become exercisable on the
date of grant and on each anniversary of such date until all such options are
exercisable.

The 1998 and 2000 Plans further provide for the automatic annual grant to
each of the Company's non-employee directors of options to purchase 2,000
shares of Common Stock on the date of their annual election or re-election by
the Company's stockholders. Each such option grant is at an exercise price
equal to the average price of the Common Stock on the New York Stock Exchange
on the date of grant and become exercisable six months after the date of option
grant. All options granted under the 1998 and 2000 Plans to non-employee
directors have a term of 10 years from the date of grant (but in no event more
than three months following the optionee's ceasing to serve as a member of the
Company's Board of Directors).

DIRECTORS' COMPENSATION

In addition to automatic annual option grants under the 1998 and 2000
Plans, each non-employee director of the Company received $30,000 for his
services as director during the fiscal year ended March 31, 2001, except for
Mr. Candee who received $35,000 for his services as director and the Company's
secretary and Chairman of the audit committee.

COMMITTEES; BOARD MEETINGS

The audit committee's primary responsibilities are to: (i) oversee the
Company's financial reporting principles and policies and internal control
systems, including review of the Company's quarterly and annual financial
statements; (ii) review and monitor the performance and independence of the
Company's independent auditors and the performance of the internal auditing
department; (iii) provide an open avenue of communication among the independent
auditors, financial and senior management, the internal auditing department and
the Board; and (iv) select (subject to shareholder ratification), evaluate, and
where appropriate, replace the Company's independent auditors. The audit
committee held six meetings during fiscal 2001.

The Board of Directors has appointed Mr. Phillip Satow, a non-employee
member of the Board of Directors, as a third member of the audit committee
effective June 1, 2001. Mr. Satow does not currently qualify as independent
under the New York Stock Exchange listing rules because he served as Executive
Vice President of the Company within the last three years. However, as of
December 2001, the three year period will have been fulfilled and Mr. Satow
will qualify as independent in accordance with the New York Stock Exchange
standards. The Board has determined that the appointment of Mr. Satow to the
audit committee at this time is in the best interests of the Company and the
shareholders.

The Company has a compensation and stock option committee composed of
Messrs. Candee, Cohan, Goldwasser and Dr. Salans, each of whom is a
non-employee director of the Company. During the fiscal year ended March 31,
2001, the compensation committee met on one occasion to make recommendations
concerning salary and bonus for the Company's executive officers for the 2001
year and to make recommendations as to the grant of stock options to such
executive officers.

The Company does not have a nominating committee.

The Board of Directors of the Company held four meetings during the fiscal
year ended March 31, 2001 and no incumbent director attended fewer than 75%
of the aggregate of such meetings and the number of meetings of each committee
of which he is a member.

AUDIT COMMITTEE REPORT

For the fiscal year ended March 31, 2001, the Audit Committee consisted of
William J. Candee, III (the Chairman) and Dan L. Goldwasser, both of whom have
been determined by the Board of Directors to be independent (as independence is
defined under the New York Stock Exchange listing standards). The Committee
operates under a written charter adopted by the Board of Directors, a copy of
which is attached as Appendix A to this Proxy Statement.

The Committee recommends to the Board of Directors, subject to shareholder
ratification, the selection of the Company's independent auditors. Management
is responsible for the Company's internal controls and the financial reporting
process. The independent auditors are responsible for performing an independent
audit of consolidated financial statements in accordance with auditing
standards generally accepted in the United States of America and for issuing a
report thereon. The Committee's responsibility is to monitor and oversee these
processes.

In this context, the Committee has met and held discussions with
management and BDO Seidman, LLP, the independent auditing firm for the Company.
Management represented that the consolidated financial statements were prepared
in accordance with accounting principles generally accepted in the United
States of America. The Committee reviewed and discussed the audited
consolidated financial statements with management and BDO Seidman, LLP. The
Committee discussed with BDO Seidman, LLP matters required to be discussed by
Statement of Auditing Standards No. 61 (Communication with Audit Committees).
BDO Seidman, LLP also provided the Committee with the written disclosures
required by Independence Standard Board Standard No. 1 (Independence
Discussions with Audit Committees), and the Committee discussed with BDO
Seidman, LLP that firm's independence.

In reliance on the reviews and discussions referred to above, the Audit
Committee recommended to the Board of Directors, which recommendation has been
adopted by the Board of Directors, that the audited financial statements be
included or incorporated by reference in the Annual Report on Form 10-K for the
fiscal year ended March 31, 2001 for filing with the Securities and Exchange
Commission.

THE AUDIT COMMITTEE

William J. Candee, III
Dan L. Goldwasser

REPORT ON EXECUTIVE COMPENSATION
BY THE BOARD OF DIRECTORS
AND THE COMPENSATION COMMITTEE

COMPENSATION POLICY

The Company's Board of Directors (the "Board") is responsible for setting
and administering the policies which govern annual executive salaries, raises
and bonuses and the award of stock options (in the case of options to be
granted under the Company's Employee Stock Option Plans, such responsibility is
limited to the recommendation of awards to the Company's Stock Option
Committee). The Board is currently composed of seven members, five of whom are
non-employee directors and two of whom, Messrs. Solomon and Goodman, are,
respectively, the Chairman and Chief Executive Officer, and President and Chief
Operating Officer, of the Company. In addition, four of the non-employee
directors, Messrs. Goldwasser, Candee, Cohan and Dr. Salans, serve as a
Compensation Committee and Stock Option Committee which recommends salary
increases and bonuses to the Board and administers the granting of options
under the Company's Stock Option Plans, including the award of options to the
Company's executive officers.

The policy of the Board is to provide compensation to the Chief Executive
Officer and the Company's other executive officers reflecting the contribution
of such executives to the Company's growth in sales and earnings, the
implementation of strategic plans consistent with the long-term growth
objectives of the Company and the enhancement of shareholder value as reflected
in the growth of the Company's market capitalization. Contributions to specific
Company objectives, including the development and acquisition of new product
opportunities, the progress of clinical and other studies and development
activities required to bring new ethical pharmaceutical products to market and
the successful marketing of the Company's principal products are evaluated in
setting compensation policy. Executive compensation decisions have
traditionally been made on a calendar year basis.

Long-term incentive compensation policy consists exclusively of the award
of stock options under the Company's Stock Option Plans which serve to identify
the reward for executive performance with increases in value created for
shareholders.

COMPANY PERFORMANCE AND CEO COMPENSATION

Executive compensation for the fiscal year ended March 31, 2001 consisted
of base salary, an annual bonus and the award of stock options by the Stock
Option Committee as indicated at "Options Granted in Fiscal 2001." The Board
met in December 2000 to review executive compensation for the calendar year
commencing January 1, 2001. The Board reviewed data relating to the large
increase in revenues for the 2001 fiscal year, due primarily to the growth of
CelexaTM (citalopram HBr), the Company's selective serotonin reuptake inhibitor
for the treatment of depression, the expansion of the Company's scientific and
licensing functions to provide a platform for future growth, the continued
expansion of the Company's salesforce, including increased recruitment,
training and salesforce organization activities, the achievement of development
objectives (including the completion of development of escitalopram, an isomer
of Celexa, the completion of several Phase IV clinical studies for Celexa, and
the formulation of development programs for the Company's newly licensed
compounds) and the achievement of product in-licensing objectives (including
the in-licensing of ML 3000, memantine, dexloxiglumide, ALX-0646 and
lercanidipine), a survey of compensation of biopharmaceutical executives
prepared by an executive compensation consulting firm, the recent history of
compensation granted by the Board to the Company's highest paid executive
officers, the compensation policy of the Board and the rules of the SEC with
respect to disclosure of the compensation and compensation policies applicable
to executive officers of the Company.

The Compensation Committee and the Board specifically noted the following
achievements as being the key factors in determining executive compensation:
the large increase in revenues for the fiscal year, the expansion of the
Company's scientific and licensing functions and the continued expansion of the
Company's salesforces.

The Compensation Committee and the Board considered several key factors in
determining the executive compensation of the highest paid officers, including,
the accomplishment of strategic objectives during the past year described
above, and the fact that the compensation of the Company's executive officers
was below compensation paid to officers in other pharmaceutical companies,
based on a survey and report prepared by an executive compensation consulting
firm and presented to the Board in connection with the year's compensation
review. Accordingly, the Board approved an increase in base compensation and
granted bonus and stock options for the Company's senior executive officers,
including the Chief Executive Officer.

During fiscal 2001, the Stock Option Committee awarded stock options to
Howard Solomon, Chairman and Chief Executive Officer, Kenneth E. Goodman,
President and Chief Operating Officer, Dr. Lawrence S. Olanoff, Executive Vice
President-Scientific Affairs, Elaine Hochberg, Senior Vice President-Marketing
and John E. Eggers, Vice President-Finance and Chief Financial Officer as set
forth in the table set forth at "Options Granted in Fiscal 2001" in the amount
set forth therein. The Stock Option Committee resolved to continue the
Company's long-standing policy of utilizing the award of stock options (which
provide value to the executive over time as growth in the market price of the
Company's shares reflects the successful achievement of the Company's business
objectives) to identify the success of the Company's executives with the growth
in equity value to the Company's shareholders. The size of the award made was
determined based upon such officer's contribution to the achievement of the
performance objectives described above and the Committee's view of an
appropriate equity position to be maintained by the Company's executive
officers in light of the Company's market capitalization. Each of these factors
was equally considered.

THE BOARD OF DIRECTORS

Howard Solomon
George S. Cohan(1)
William J. Candee, III(1)
Dan L. Goldwasser(1)
Kenneth E. Goodman
Dr. Lester B. Salans(1)
Phillip M. Satow

- ----------
(1) Compensation Committee and Stock Option Committee Member.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

Howard Solomon, the Company's Chairman and Chief Executive Officer, and
Kenneth E. Goodman, the Company's President and Chief Operating Officer, are
members of the Board and participated in deliberations concerning executive
compensation. Each of such executive officers abstained from voting with
respect to his own compensation.

PERFORMANCE GRAPH

The graph below compares the cumulative total shareholder return on the
Common Stock for the last five fiscal years with the cumulative total return on
the Standard & Poors Health Care Drugs Index, the Standard & Poors MIDCAP 400
Index and the S&P 500 Index over the same period (assuming the investment of
$100 in the Common Stock, the S&P Health Care Drugs Index, the S&P MIDCAP 400
and the S&P 500 Index on March 31, 1996, and the reinvestment of all
dividends).

COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*
AMONG FOREST LABORATORIES, INC., THE S&P 500 INDEX,
THE S&P MIDCAP 400 INDEX
AND THE S&P HEALTH CARE (DRUGS-MAJOR PHARMACEUTICALS) INDEX

[GRAPHIC OMITTED]

CUMULATIVE TOTAL RETURN
-----------------------------------------------------------------------------
3/96 3/97 3/98 3/99 3/00 3/01

FOREST LABORATORIES, INC. 100.00 77.18 153.85 231.28 346.67 486.07
S & P 500 100.00 119.82 177.34 210.07 247.77 194.06
S & P MIDCAP 400 100.00 110.62 164.86 165.60 228.68 212.76
S & P HEALTH CARE (DRUGS-MAJOR PHARMACEUTICALS) 100.00 128.52 228.17 309.76 241.44 274.61

- ----------
*$100 INVESTED ON 3/31/96 IN STOCK OR INDEX-INCLUDING REINVESTMENT OF
DIVIDENDS. FISCAL YEAR ENDED MARCH 31.

PROPOSAL 2

RATIFICATION OF APPOINTMENT OF INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANTS

The firm of BDO Seidman, LLP has audited the financial statements of the
Company for each of the three fiscal years ended March 31, 2001. In addition to
retaining BDO Seidman, LLP to audit our consolidated financial statements for
the fiscal year ended March 2001, the Company and its affiliates retained BDO
Seidman, LLP, as well as other accounting and consulting firms, to provide
various consulting services in the fiscal year ended March 2001, and expect to
continue to do so in the future. The aggregate fees billed for professional
services by BDO Seidman, LLP in the fiscal year ended March 2001 were as
follows:

o Audit Fees. The aggregate fees billed by BDO Seidman, LLP for
professional services rendered for the audit of the Company's
consolidated financial statements for the fiscal year ended March 31,
2001 and the reviews of its interim financial statements included in
the Company's Forms 10-Q were approximately $392,000.

o Financial Information Systems Design and Implementation Fees. There
were no fees billed by BDO Seidman, LLP for services rendered in
connection with the Company's financial information systems design and
implementation during the fiscal year ended March 31, 2001.

o All Other Fees. The aggregate amount of all fees billed for services
rendered to the Company by BDO Seidman, LLP for the fiscal year ended
March 31, 2001 (other than the audit fees described above) were
approximately $485,000, primarily for tax services, statutory and
pension plan audit work and other non-audit services. The Audit
Committee has determined that the provision of all non-audit services
performed for the Company by BDO Seidman, LLP is compatible with
maintaining that firm's independence.

The Board of Directors desires to continue the services of BDO Seidman,
LLP for the current fiscal year ending March 31, 2002. Accordingly, the Board
of Directors will recommend at the Meeting that the stockholders ratify the
appointment by the Board of Directors of the firm of BDO Seidman, LLP to audit
the financial statements of the Company for the current fiscal year.
Representatives of that firm are expected to be present at the Meeting, shall
have the opportunity to make a statement if they desire to do so and are
expected to be available to respond to appropriate questions.

THE BOARD RECOMMENDS THAT STOCKHOLDERS VOTE IN FAVOR OF THE APPOINTMENT OF
BDO SEIDMAN, LLP.

MISCELLANEOUS

ANNUAL REPORT

The Company's 2001 Annual Report is being mailed to stockholders
contemporaneously with this Proxy Statement.

FORM 10-K

UPON THE WRITTEN REQUEST OF A RECORD HOLDER OR BENEFICIAL OWNER OF COMMON
STOCK ENTITLED TO VOTE AT THE MEETING, THE COMPANY WILL PROVIDE WITHOUT CHARGE
A COPY OF ITS ANNUAL REPORT ON FORM 10-K FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION FOR THE YEAR ENDED MARCH 31, 2001. REQUESTS SHOULD BE MAILED TO
CORPORATE SECRETARY, FOREST LABORATORIES, INC., 909 THIRD AVENUE, NEW YORK, NEW
YORK 10022.

COST OF SOLICITATION

The cost of soliciting proxies in the accompanying form has been or will
be paid by the Company. In addition to solicitation by mail, arrangements will
be made with brokerage houses and other custodians, nominees and fiduciaries to
send proxy material to beneficial owners, and the Company will, upon request,
reimburse them for their reasonable expenses in doing so. To the extent
necessary in order to assure sufficient representation, officers and regular
employees of the Company and a commercial proxy solicitation firm may be
engaged to assist in the solicitation of proxies. Whether either measure will
be necessary depends entirely upon how promptly proxies are received. No
outside proxy solicitation firm has been selected or employed by the Company in
respect of the Meeting as of the date of this Proxy Statement, and the Company
is unable to estimate the costs to it of any such services.

PROPOSALS OF STOCKHOLDERS; STOCKHOLDER BUSINESS

Proposals of stockholders to be presented at the 2002 Annual Meeting must
be received by the Company for inclusion in the Company's proxy statement and
form of proxy relating to that meeting no later than March 1, 2002. In order to
comply with applicable provisions of the Company's by-laws, stockholders
intending to present proposals at the 2002 Annual Meeting must give notice
thereof in writing to the Secretary of the Company not later than the close of
business on June 17, 2002 nor earlier than the close of business on May 15,
2002. In addition, in accordance with applicable rules of the Securities and
Exchange Commission, proxies submitted in connection with the 2002 Annual
Meeting may confer discretionary authority on individuals designated by the
Company to vote in respect of any matter to come before such meeting as to
which the Company has not received notice by May 15, 2002.

Stockholders are urged to send in their proxies without delay.

WILLIAM J. CANDEE, III,
Secretary

Dated: June 29, 2001

EXHIBIT A

CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
OF FOREST LABORATORIES, INC.

I. AUDIT COMMITTEE PURPOSE AND RESPONSIBILITY

The Audit Committee is appointed by the Board of Directors to assist the
Board in fulfilling its oversight responsibilities. The Audit Committee's
primary duties and responsibilities are, subject to the limitations as to scope
set forth below in this Charter, to:

o Monitor the integrity of the Company's financial reporting process and
systems of internal controls regarding finance and accounting;

o Monitor the independence and performance of the Company's independent
auditors and internal auditing department;

o Provide an avenue of communication among the independent auditors,
management, the internal auditing department and the Board of
Directors.

The Audit Committee has the authority to conduct any investigation
appropriate to fulfilling its responsibilities, and it has direct access to the
independent auditors as well as anyone in the organization. The Audit Committee
has the authority to retain, at the Company's expense, special legal,
accounting or other consultants or experts it deems necessary in the
performance of its duties.

The Audit Committee is a part of the Board. Its primary function is to
assist the Board in fulfilling its oversight responsibilities with respect to
(i) the annual financial information to be provided to shareholders and the
Securities and Exchange Commission ("SEC"); (ii) the system of internal
controls that management has established; and (iii) the internal and external
audit process. In addition, the Audit Committee provides an avenue for
communication between internal audit, the independent accountants, financial
management and the Board. The Audit Committee should have a clear understanding
with the independent accountants that they must maintain an open and
transparent relationship with the Audit Committee, and that the ultimate
accountability of the independent accountants is to the Board and the Audit
Committee. The Audit Committee will make regular reports to the Board
concerning its activities.

While the Audit Committee has the responsibilities and powers set forth in
this Charter, it is not the duty of the Audit Committee to plan or conduct
audits or to determine that the Company's financial statements are complete and
accurate and are in accordance with generally accepted accounting principles.
This is the responsibility of management and the independent auditor. Nor is it
the duty of the Audit Committee to conduct investigations, to resolve
disagreements, if any, between management and the independent auditor or to
assure compliance with laws and regulations and the Company's business conduct
guidelines.

II. AUDIT COMMITTEE COMPOSITION AND MEETINGS

Audit Committee members shall meet the requirements of the New York Stock
Exchange. The Audit Committee shall be comprised of three or more directors as
determined by the Board; provided that the Audit Committee may be comprised of
less than three members to the extent permitted by the rules of the New York
Stock Exchange. Each member of the Audit Committee shall be an independent
nonexecutive director, free from any relationship that would interfere with the
exercise of his or her independent judgment. All members of the Committee shall
have a basic understanding of finance and accounting and be able to read and
understand fundamental financial statements, and at least one member of the
Committee shall have accounting or related financial management expertise.

Audit Committee members shall be appointed by the Board. If an Audit
Committee Chair is not designated or present, the members of the Committee may
designate a Chair by majority vote of the Committee membership.

The Committee shall meet at least four times annually, or more frequently
as circumstances dictate. The Audit Committee Chair shall prepare or approve an
agenda in advance of each meeting. The

A-1

Committee shall meet privately in executive session at least annually with
management, the director of the internal auditing department, the independent
auditors, and as a committee to discuss any matters that the Committee or each
of these groups believes should be discussed. In addition, the Committee, or at
least its Chair, shall communicate with management and the independent auditors
quarterly to review the Company's financial statements and significant findings
based upon the auditors limited review procedures.

III. AUDIT COMMITTEE RESPONSIBILITIES AND DUTIES

Review Procedures

1. Review and reassess the adequacy of this Charter at least annually.
Submit the charter to the Board of Directors for approval and have the
document published as required by SEC regulations.

2. Review the Company's annual audited financial statements prior to
filing or distribution. Review shall include discussion with
management and independent auditors of significant issues regarding
accounting principles, practices and judgments.

3. In consultation with management, the independent auditors and the
internal auditors, consider the integrity of the Company's financial
reporting processes and controls. Review significant findings prepared
by the independent auditors and the internal auditing department
together with management's responses.

4. Review with financial management and the independent auditors the
Company's quarterly financial results prior to the release of earnings
or the Company's quarterly financial statements prior to filing or
distribution. Discuss any significant changes to the Company's
accounting principles and any items required to be communicated by the
independent auditors in accordance with generally accepted auditing
standards. The Chair of the Committee may represent the entire Audit
Committee for purposes of this review.

Independent Auditors

5. The independent auditors are ultimately accountable to the Audit
Committee and the Board of Directors. The Audit Committee shall
request that the independent auditors submit, on a periodic basis, a
formal written statement delineating all relationships between the
auditors and the Company and engage in a dialogue with the independent
auditors with respect to any disclosed relationships or services that
may impact the objectivity and independence of the independent
auditors. In addition, the Audit Committee shall annually recommend to
the Board of Directors the appointment of the independent auditors or
approve any discharge of auditors when circumstances warrant.

6. Approve the fees and other significant compensation to be paid to the
independent auditors.

7. On an annual basis, the Committee should review and discuss with the
independent auditors all significant relationships they have with the
Company that could impair the auditors' independence.

8. Prior to releasing the year-end earnings, discuss the results of the
audit with the independent auditors. Discuss certain matters required
to be communicated to audit committees in accordance with generally
accepted auditing standards.

9. Consider the independent auditors' judgments about the quality and
appropriateness of the Company's accounting principles as applied in
its financial reporting.

Internal Audit Department and Legal Compliance

10. Review, based upon periodic meetings with members of the internal
audit department, the budget, plan, changes in plan, activities,
organizational structure and qualifications of the internal audit
department, as needed.

A-2

11. Review, based upon periodic meetings with members of the internal
audit department, the appointment, performance and replacement of the
senior internal audit executive.

12. Review significant reports prepared by the internal audit department
together with management's response and follow-up to these reports.

Other Audit Committee Responsibilities

13. Annually prepare a report to shareholders as and to the extent
required by rules of the Securities and Exchange Commission. The
report should be included in the Company's annual proxy statements to
the extent required by applicable rules of the SEC.

14. Perform any other activities consistent with this Charter, the
Company's by-laws, and governing law, as the Committee or the Board
deems necessary or appropriate.

15. Maintain minutes of meetings and periodically report to the Board of
Directors on significant results of the foregoing activities.

A-3

FOREST LABORATORIES, INC.

PROXY -- FOR THE ANNUAL MEETING OF STOCKHOLDERS -- AUGUST 13, 2001

The undersigned stockholder of FOREST LABORATORIES, INC., revoking any
previous proxy for such stock, hereby appoints Howard Solomon and Kenneth E.
Goodman, or either of them, the attorneys and proxies of the undersigned, with
full power of substitution, and hereby authorizes them to vote all shares of
Common Stock of FOREST LABORATORIES, INC. which the undersigned is entitled to
vote at the Annual Meeting of Stockholders to be held on August 13, 2001 at
10:00 A.M. at JP Morgan Chase & Co. Corporate Headquarters, 270 Park Avenue,
New York, New York, and any adjournments thereof on all matters coming before
said meeting.

In the event no contrary instructions are indicated by the undersigned
stockholder, the proxies designated hereby are authorized to vote the shares as
to which this proxy is given FOR proposals 1 and 2, each of which are set forth
on this card.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The Board of Directors Recommends a Vote FOR proposals 1 and 2.

-----------------
(CONTINUED ON
REVERSE SIDE)
-----------------

- --------------------------------------------------------------------------------
- FOLD AND DETACH HERE -

PLEASE MARK -----
YOUR CHOICES X
LIKE THIS -----

1. Election of seven Directors: 01 Howard Solomon, 02 William J. Candee, III,
03 George S. Cohan, 04 Dan L. Goldwasser, 05 Lester B. Salans, 06 Kenneth
E. Goodman, 07 Phillip M. Satow.

WITHHOLD
FOR ALL NOMINEES AUTHORITY
-----------------------------------------
[ ] [ ] (INSTRUCTION: To withhold authority to vote
for any individual nominee, write the nominee's
name on the line provided above.)

2. Ratification of BDO Seidman, LLP as Accountants.

FOR AGAINST ABSTAIN

[ ] [ ] [ ]

SIGNATURE ----------------------------- SIGNATURE ----------------------------

DATED: ----------------

Please sign here exactly as your name(s) appear(s) on this proxy. If signing
for an estate, trust or corporation, title or capacity should be stated. If
shares are held jointly, each holder should sign. If a partnership, sign in
partnership name by authorized person.

- --------------------------------------------------------------------------------
- FOLD AND DETACH HERE -- IF YOU ARE RETURNING YOUR PROXY CARD BY MAIL -

PLEASE MARK BOXES IN BLUE OR BLACK INK

PLEASE SIGN, DATE AND MAIL IN THE ENVELOPE PROVIDED