UNITED STATES
                 SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C.  20549
                                  
                                                   
                                  
                            FORM 10-QSB
                                  
                                  
                                  
     (X)   Quarterly Report Pursuant to Section 13 or 15(d) of the
                  Securities Exchange Act of 1934
           For the quarterly period ended March 31, 1995
                                  
     ( )   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:   0-13976
                                  
                                                 
                                  
                                  
                            AKORN, INC.
       (Exact Name of Registrant as Specified in its Charter)
     
     
     
          LOUISIANA                         72-0717400           
     (State or Other Jurisdiction of     (I.R.S. Employer
     Incorporation or Organization)      Identification No.)
    
     
          100 Akorn Drive
       Abita Springs, Louisiana                  70420
(Address of Principal Executive Offices)       (Zip Code)
     
     
     
                         (504) 893-9300
                   (Issuer's telephone number)
                                               
     
     Check whether the issuer (1) has filed all reports required to be
     filed by Section 13 or 15(d) of the Securities Exchange Act of
     1934 during the past 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        
     
     At May 5, 1995 there were 14,885,217 shares of common stock, no
     par value, outstanding.
     
     Transitional Small Business Disclosure Format.   Yes    No X
            

<PAGE>     
     
     

                         PART I.  FINANCIAL INFORMATION
      
     
     
     

     Item 1.  Financial Statements (Unaudited)
     
     
     
     
     The following financial statements are provided on the page
     numbers indicated below:
     
     
     Condensed Consolidated Balance Sheets -
       March 31, 1995 and June 30, 1994                        2
     
     
     Condensed Consolidated Statements of Income -
       Three months and nine months ended March 
       31, 1995 and 1994                                       4
     
     
     Consolidated Statements of Shareholders' Equity -
       Nine months ended March 31, 1995 and 1994               5
     
     
     Condensed Consolidated Statements of Cash Flows -
       Nine months ended March 31, 1995 and 1994               6
     
     
     Notes to Condensed Consolidated Financial 

       Statements                                              7
     
     
     
     

     Item 2.  Management's Discussion and Analysis 
               or Plan of Operation
                
     
     The information called for by this item is provided on page 9.
     

<PAGE>
                                 AKORN, INC.

                    CONDENSED CONSOLIDATED BALANCE SHEETS

                                 (UNAUDITED)


<TABLE>
<CAPTION>

                                        March 31,               June 30,
                                          1995                   1994<FN1>      
                                   ___________________    ____________________ 

<S>                                   <C>                       <C>
ASSETS


CURRENT ASSETS
 Cash and cash equivalents            $      726,942            $ 1,914,735 
 Short-term investments                    1,412,249              1,735,040 
 Accounts receivable
  (less allowance for bad debts of
  $238,559 and $247,296 at March 31
  and June 30, respectively)               4,594,638              4,793,522 
 Inventory                                 6,477,659              4,721,637 
 Deferred income taxes                       546,822                550,715 
 Prepaid expenses and other assets           715,914                455,873
                                     ____________________  ___________________
  TOTAL CURRENT ASSETS                    14,474,224             14,171,522 
 


PROPERTY, PLANT AND EQUIPMENT             12,069,990             11,752,313 
Accumulated depreciation                  (6,621,625)            (5,982,874)
                                     ____________________  ___________________
                                           5,448,365              5,769,439 
Construction in progress                   4,209,349                479,883 
                                     ____________________  ___________________ 
                                           9,657,714              6,249,322 
                                     ____________________  ___________________


OTHER ASSETS                               1,035,455                800,367


  


TOTAL ASSETS                          $   25,167,393            $21,221,211 
                                     ===================== ===================
</TABLE>




<PAGE>


<TABLE>
<CAPTION>

                                        March 31,               June 30,  
                                          1995                   1994<FN1>    
                                     _____________________  __________________

<S>                                   <C>                       <C>
LIABILITIES AND SHAREHOLDERS'
EQUITY

CURRENT LIABILITIES
 Short-term borrowings                $      343,000            $        -      
 Current installments of long-term 
  debt and capital lease obligations         383,708                119,002 
 Accounts payable                          1,844,534              2,516,629 
 Accrued reorganization costs                505,908                933,836 
 Income taxes payable                        353,524                711,146 
 Accrued expenses and other liabilities    2,616,480              2,270,101 
                                      ____________________   _________________
  TOTAL CURRENT LIABILITIES                6,047,154              6,550,714 

LONG-TERM DEBT AND                                                
 CAPITAL LEASE OBLIGATIONS                 3,513,222                798,896 
PRE-FUNDED DEVELOPMENT COSTS                 384,501                900,000 
OTHER LONG-TERM LIABILITIES                1,010,104                628,545 

SHAREHOLDERS' EQUITY
 Common stock, no par value--
  authorized 20,000,000 shares;
  issued 15,115,673 shares
  at March 31, and June 30; 
  outstanding 14,885,217 and 14,798,217
  shares at March 31 and June 30, 
  respectively                            13,701,845             13,701,845
 Treasury stock, at cost--
  230,456 and 317,456 shares
  at March 31 and June 30, 
  respectively                              (329,939)              (503,939)
 Retained earnings (deficit)                 840,506               (822,806)
 Unrealized loss on noncurrent
  marketable equity securities                     -                (32,044)
                                      ___________________  ___________________
   TOTAL SHAREHOLDERS' EQUITY             14,212,412             12,343,056 
                                      ___________________  ___________________   

   TOTAL LIABILITIES AND
    SHAREHOLDERS' EQUITY              $   25,167,393            $21,221,211 
                                      ===================  ===================

</TABLE>



<FN1> Condensed from audited consolidated financial statements.
      See notes to condensed consolidated financial statements.



<PAGE>

                                  AKORN, INC.

                  CONDENSED CONSOLIDATED STATEMENTS OF INCOME

                                  (UNAUDITED)


<TABLE>
<CAPTION>
                               Three months ended                       Nine months ended 
                                     March 31,                             March 31,
                             1995               1994                1995                 1994    
                          ______________  _______________      _______________    _______________

<S>                        <C>              <C>                  <C>               <C>
Net sales                  $ 7,502,580      $ 7,268,144          $ 24,427,958      $   19,771,845 
Cost of sales                4,791,289        4,238,393            14,484,222          11,686,927 
                          ______________  _______________      _______________    ________________
  GROSS PROFIT               2,711,291        3,029,751             9,943,736           8,084,918 

Selling, general and
 administrative expenses     1,936,062        2,008,526             6,654,320           5,902,514 
Research and development       211,254          252,796               561,618             619,230 
                          ______________  ________________     ________________   _________________
                             2,147,316        2,261,322             7,215,938           6,521,744 
                          ______________  ________________     ________________   _________________
  OPERATING INCOME             563,975          768,429             2,727,798           1,563,174


Interest expense                     -           (17,809)                   -            (131,986)
Interest and other 
  income (expense)            (237,834)           27,682             (186,176)             78,303 
                          _______________  _______________     _________________  _________________ 
                              (237,834)            9,873             (186,176)            (53,683)
                          _______________  _______________     _________________  __________________ 
  INCOME BEFORE            
   INCOME TAXES                326,141            778,302           2,541,622           1,509,491 
  

 Income taxes                   97,842            151,600             922,206             286,870 
                          _______________  ________________    _________________  __________________

  NET INCOME                $  228,299        $   626,702        $  1,619,416      $    1,222,621 
                          ===============  ================    =================  ==================


Per Share:

                                                                                        
  NET INCOME               $       .01         $      .04         $       .10      $          .08
                          ===============  ================    =================  ==================

  WEIGHTED AVERAGE 
    SHARES OUTSTANDING      15,519,988          15,548,388         15,447,119          15,318,378 
                          ===============  ================    =================  ==================
</TABLE>


See notes to condensed consolidated financial statements.






<PAGE>
                                               AKORN,  INC.

                           CONSOLIDATED  STATEMENTS  OF  SHAREHOLDERS'  EQUITY

                                               (UNAUDITED)

<TABLE>                                                                                              Unrealized
<CAPTION>                                                                                               Loss
                                                                                                     on Noncurrent
                                                Common Stock              Retained                    Marketable
                                          Shares                          Earnings       Treasury       Equity  
                                        Outstanding       Amount         (Deficit)        Stock      Securities     Total 
                                     _______________  ______________  ______________  ___________ ______________ ______________
<S>                                   <C>             <C>             <C>            <C>            <C>
Nine Months Ended March 31, 1995:

Balances at July 1, 1994               14,798,217     $ 13,701,845    $  (822,806)   $   (503,939)  $  (32,044)  $   12,343,056
Net income for the nine months 
 ended  March 31                                                        1,619,416                                     1,619,416 
Additional unrealized loss on noncurrent
  marketable equity securities                                                                        (275,661)        (275,661)
Write-down of noncurrent
 marketable equity securities to market
 value                                                                                                 307,705          307,705 
Exercise of stock options                  34,917                           8,824          69,834                        78,658 
Shares issued from treasury in
 connection with the Company's
 Employee Stock Purchase Plan              52,083                          35,072         104,166                       139,238 
                                     ______________  _______________  ______________  ____________ _____________ _______________
Balances at March 31, 1995             14,885,217     $  13,701,845   $   840,506    $   (329,939)  $        -   $   14,212,412
                                     ==============  ===============  ==============  ============ ============= ===============


Nine Months Ended March 31, 1994:

Balances at July 1, 1993               12,781,317     $  10,701,845   $ (3,561,768)  $   (641,573)  $        -   $    6,498,504
Net income for the nine months
 ended  March 31                                                         1,222,621                                    1,222,621 
Exercise of stock options and
 warrants                               2,010,000         3,000,000           (700)         20,000                    3,019,300
Shares issued from treasury in
 connection with the Company's
 Employee Stock Purchase Plan              43,509                           13,760          87,018                      100,778 
                                     _______________  _______________  ______________  ____________ ____________ _______________
Balances at March 31, 1994             14,834,826     $  13,701,845    $ (2,326,087)   $  (534,555) $         -  $   10,841,203
                                     ===============  ===============  ==============  ============ ============ ===============

See notes to condensed consolidated financial statements.

</TABLE>


<PAGE>
                                   
                                   AKORN, INC.

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

                                   (UNAUDITED)

<TABLE>
<CAPTION>

                                                Nine Months Ended March 31,
                                                    1995           1994      
                                               ______________ _______________
<S>                                            <C>               <C>
OPERATING ACTIVITIES                                 
 Net income                                    $   1,619,416     $ 1,222,621 
 Adjustments to reconcile net income to net
  cash provided by (used in) operating activities:
   Depreciation and amortization                     731,077         500,430 
   Realized loss on noncurrent marketable
    equity securities                                307,705               -   
   Changes in operating assets and liabilities:       
    Inventory                                     (1,756,022)        (538,806)
    Other                                         (1,513,317)         360,110 
                                               _______________  ______________
NET CASH PROVIDED BY (USED IN)
 OPERATING ACTIVITIES                               (611,141)       1,544,355 

INVESTING ACTIVITIES
 Purchases of property, plant and equipment       (4,047,143)        (809,552)
 Net maturities (purchases) of investments           322,791       (1,384,878)
 Product licensing costs                            (376,729)        (363,650)
                                               _______________  ______________
NET CASH USED IN INVESTING ACTIVITIES             (4,101,081)      (2,558,080)

FINANCING ACTIVITIES
 Repayment of long-term debt                        (905,341)         (68,064)
 Proceeds from sale of stock                         217,896        1,520,078 
 Proceeds from issuance of long-term debt          3,900,000                -   
 Pre-funded development costs                        (15,499)               -   
 Reductions in capital lease obligations             (15,627)        (462,346)
 Short-term borrowings                               343,000                -   
                                               _______________  ______________
NET CASH PROVIDED BY
  FINANCING ACTIVITIES                             3,524,429          989,668 

DECREASE IN CASH
 AND CASH EQUIVALENTS                             (1,187,793)         (24,057)
 
 Cash and cash equivalents at beginning 
   of period                                       1,914,735          957,108 
                                              _______________   ______________
CASH AND CASH EQUIVALENTS
 AT END OF PERIOD                              $     726,942     $    933,051
                                              ===============   ==============      

SUPPLEMENTAL DISCLOSURE
 OF CASH FLOW INFORMATION:
 Interest paid, net of amount capitalized      $          -      $    172,430
                                              ===============   ==============

 Income taxes paid                             $   1,092,750     $          -         
                                              ===============   ==============
SUPPLEMENTAL DISCLOSURE
 OF NONCASH INVESTING AND
 FINANCING ACTIVITIES:
 Conversion of debt to common stock            $          -      $  1,600,000

                                              ===============    =============

</TABLE>


See notes to condensed consolidated financial statements.


<PAGE>

                                           AKORN, INC.

                       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                           (UNAUDITED)



          NOTE A - BASIS OF PRESENTATION

          The   accompanying  unaudited  condensed  consolidated  financial
          statements  include  the  accounts of Akorn, Inc. (the "Company")
          and   its   wholly   owned  subsidiaries,   Spectrum   Scientific
          Pharmaceuticals, Inc.  ,  Walnut  Pharmaceuticals, Inc. and Akorn
          Manufacturing,   Inc.,   formerly   Taylor   Pharmacal   Company.
          Intercompany transactions and balances  have  been  eliminated in
          consolidation.

          These financial statements have been prepared in accordance  with
          generally  accepted  accounting  principles for interim financial
          information   and   with  the  instructions   to   Form   10-QSB.
          Accordingly,  they  do   not  include  all  the  information  and
          footnotes required by generally  accepted  accounting  principles
          for complete financial statements.  In the opinion of management,
          all   adjustments   (consisting  of  normal  recurring  accruals)
          considered necessary  for a fair presentation have been included.
          Operating results for the  nine-month period ended March 31, 1995
          are  not  necessarily indicative  of  the  results  that  may  be
          expected  for  the  year  ending  June  30,  1995.   For  further
          information,  refer  to the consolidated financial statements and
          footnotes for the year  ended  June  30,  1994,  included  in the
          Company's Annual Report on Form 10-KSB.

          NOTE B - INCOME TAXES

          The  Internal  Revenue  Service  (IRS) is currently examining the
          Company's  federal  income tax returns  for  1988  through  1993.
          Based on discussions with Company management, it appears that the
          IRS may seek adjustments  to  these returns which could result in
          additional  interest  and  income  tax  expense  of  $300,000  to
          $500,000.   The  Company  has  adequate  reserves  such  that  if
          proposed  and  sustained,  these adjustments  would  not  have  a
          material impact on the consolidated financial statements.

          NOTE C - EARNINGS PER SHARE

          Earnings per share are based  upon the weighted average number of
          common  shares  outstanding.  The  computation  of  the  weighted
          average number of  shares  outstanding  for all periods presented
          includes the dilutive effect of stock options  and warrants using
          the treasury stock method.

          NOTE D - INVENTORY

          The components of inventory are as follows:


                                               March 31,    June 30,
                                                 1995         1994
                                            ______________ _____________

          Finished goods                     $  4,245,999   $ 2,553,051
          Work in process                         976,450       883,152
          Raw materials and supplies            1,255,210     1,285,434
                                            ______________ _____________
                                             $  6,477,659   $ 4,721,637

          The inventories are reported net of reserves for unsaleable items
          of  $286,653 and $282,531 as of March 31, 1995 and June 30, 1994,
          respectively.


<PAGE>


          NOTE E - INVESTMENTS

          The Company  adopted  Statement  of  Financial  Standards No. 115
          (SFAS  115),  "Accounting  for  Certain Investments in  Debt  and
          Equity  Securities"  effective  July  1,  1994.   This  Statement
          requires certain securities to be  classified  into  one of three
          reporting  categories  (held-to-maturity,  available-for-sale  or
          trading).  The Company has completed a review  of  its securities
          relative   to   SFAS  115  and   has  classified  its  short-term
          investments as held-to-maturity.   Therefore,  in accordance with
          SFAS  115,  these   investments are being reported  at  amortized
          cost.  The Company has  defined  its  noncurrent  investments  as
          available-for-sale,  requiring that they be carried at fair value
          with any unrealized gain  or  loss  reflected  as  a component of
          shareholders' equity.

          At   March  31,  1995,  the  cost  of  the  Company's  noncurrent
          marketable   equity  securities  exceeded  the  market  value  by
          $307,705.  Given  the  significant  decline in market value since
          June  30, 1994, and Management's assessment  that  a  significant
          reversal  was  not  imminent,  the  loss  was  determined  to  be
          permanent.   Therefore, the unrealized loss previously charged to
          shareholders'  equity  was  reversed,  and the Company recorded a
          realized loss to recognize the decline in   value.   This loss is
          included  in  interest  and  other  income (expense) in the  1995
          statements of income.

          NOTE F - LONG TERM DEBT

          On September 30, 1994, the Company finalized  its  loan agreement
          with   a  commercial  bank  to  obtain  $6.3  million  of  credit
          financing.   Under  the terms of the  agreement, the Company will
          receive  financing under  a three-part credit facility:  (1) $3.5
          million Revolver/Term construction  loan,  (2)  $1.3 million Term
          loan, and (3) $1.5 million Line of Credit.  As of March 31, 1995,
          the Company had received $1.3 million in financing under its Term
          loan  and  advances  of  $2.6  million  under  its  Revolver/Term
          construction loan.  In addition, $343,000 was borrowed  under the
          Line of Credit as of March 31, 1995. The Company is utilizing the
          monies advanced under its Revolver/Term construction loan to fund
          the   expansion  of  its  manufacturing  facilities  in  Decatur,
          Illinois.   The  $1.3  million Term loan was used for refinancing
          approximately $900,000 in existing debt and also to refinance the
          early payout of a capital  lease  on  the  Decatur  manufacturing
          facility.   Interest incurred during the construction  period  is
          being capitalized  as  part of the cost of the expansion project.
          During the nine months and  quarter  ended  March  31,  1995, the
          Company  capitalized  $179,499  and  $135,774,  respectively,  in
          interest costs.

          NOTE G - LITIGATION

          The Company is involved in various litigation and  claims arising
          in  the  normal  course  of  business.   The Company's management
          believes that any liability the Company may have in these matters
          would  not  have a material effect on the consolidated  financial
          statements.

          NOTE H - CHANGE IN ACCOUNTING ESTIMATE

          During the quarter  ended  March  31,  1995, an evaluation by the
          Company resulted in a change in the estimated  liability  related
          to aged customer credits.  This change resulted in a reduction of
          selling  general  and  administrative  expenses  of approximately
          $330,000 ($231,000 or 1 cent per share, net of tax).


<PAGE>

                                           AKORN, INC.

 
                             MANAGEMENT'S  DISCUSSION AND ANALYSIS

                                       OR PLAN OF OPERATION


          RESULTS OF OPERATIONS

          Net Sales
          The Company experienced nominal sales growth of 3% in the quarter
          ended  March 31, 1995 compared to the same period in  1994,  with
          sales of  $7.5  million  versus $7.3 million.  For the first nine
          months of fiscal 1995, sales  of  $24.4  million  were 24% higher
          than the comparable fiscal 1994 amount of $19.8 million.

          The decline in sales growth for the third quarter as  compared to
          the  first  six  months of fiscal 1995 is due to several factors.
          First,  there  was the  anticipated  loss  of  AK-Con-A,  Akorn's
          leading allergy  product.   As previously announced, AK-Con-A was
          recently converted to over-the-counter  (OTC)  from  prescription
          status by the Food and Drug Administration (FDA).  Currently, the
          Company  is  awaiting  approval  to  begin marketing this product
          under its new status, which presently  is  anticipated  for  some
          time in fiscal 1996.

          Upon receiving FDA approval, the new OTC version will be marketed
          through  a  joint  venture,  which  should restore profits on the
          product to previous levels.  Sales of  AK-Con-A,  which continued
          through  October 1994, were approximately $2 million  for  fiscal
          1995.   Until  approval  of  the  OTC  version  is  obtained  and
          marketing  through  the  joint venture commences, the loss of AK-
          Con-A  will  continue  to  have   an   effect   on  sales  growth
          comparisons.

          Second,  sales and earnings were also affected by  the  temporary
          shutdown of  Akorn's  Decatur, Illinois manufacturing facility as
          required  by  the previously  announced  $4.5  million  expansion
          project.  The shutdown  was  about  a week longer than originally
          anticipated, affecting both sales and overhead absorption for the
          quarter.  The facilities returned to  full  production in January
          1995, at which time the effect of the shutdown ended.

          Third,  sales  and  earnings  during  the quarter  were  hurt  by
          continued cost increases implemented by  our primary suppliers of
          private-labeled  products.  These  suppliers   are  also  Akorn's
          primary  competitors in the generic market place,  and  this  has
          made Akorn  substantially  less  competitive.  In the short-term,
          the Company is combating higher product  costs  by  sourcing from
          alternative   non-competing   suppliers   under   more  favorable
          agreements.   Longer-term, the Company's goal to manufacture  all
          of  its  products  in-house  will  eliminate  reliance  on  other
          manufacturers and make Akorn more competitive.

          Gross Profit
          Consolidated  gross  profit  declined  11% to $2.7 million in the
          quarter ended March 31, 1995 compared to  $3.0  million  for  the
          same  period  of  the previous year, with gross margins declining
          six percentage points.  For the first nine months of fiscal 1995,
          gross profit of $9.9  million  was 23% higher than the comparable
          fiscal 1994 amount of $8.1 million,  while gross margins remained
          stable.

          The  loss  of  higher-margin AK-Con-A sales,  decreased  overhead
          absorption in manufacturing  and  higher product costs imposed by
          suppliers  were the primary reasons  for  the  decline  in  gross
          profit and margins  for  the quarter.  The current quarter effect
          from the shutdown of the Decatur  facilities  will  not continue.
          However,  gross  margins are expected to remain lower than  those
          experienced in the  first  half of fiscal 1995 due to the loss of
          AK-Con-A and increased competition from our suppliers.


<PAGE>

          Selling, General and Administrative Expenses
          
          Selling, general and administrative  (S,G&A) expenses declined 4%
          during the quarter ended March 31, 1995,  as compared to the same
          period in 1994.  For the first nine months  of fiscal 1995, S,G&A
          expenses  were 13% higher than the comparable  period  in  fiscal
          1994.  During  the  quarter  ended  March  31, 1995, the Company,
          based  on evaluations made by management, changed  the  estimated
          liability  related  to aged customer credits.  This resulted in a
          reduction in S,G&A expenses  of  approximately $330,000.  Without
          this change in estimate, the Company  would  have  realized S,G&A
          expenses  of  approximately  $2.3  million  or 13% more than  the
          comparable period in fiscal 1994.

          In response to a slowing in sales growth during the quarter ended
          March 31, 1995, the Company took steps to eliminate approximately
          $1  million  to  $1.5  million  of S,G&A and other  manufacturing
          operating   expenses  on  an  annualized   basis.    The   future
          reductions, which  were accomplished primarily through downsizing
          the  workforce,  will   be   somewhat   offset  by  increases  in
          depreciation and interest expense associated  with  the Company's
          expanded   manufacturing   facilities.    During   the   quarter,
          approximately  $100,000  of  nonrecurring  severance  costs  were
          recognized in connection with the downsizing.

          The  percentage of S,G&A expenses to sales, excluding the effects
          of the  change  in  estimate  and severance payments noted above,
          remained relatively stable during  the quarter and nine months of
          fiscal  1995  as  compared  to  the  prior   year.   The  Company
          anticipates that the percentage of S,G&A to sales will decline as
          a  result  of  the  reductions  made  in the third quarter.   The
          Company continues to monitor the required level of S,G&A expenses
          in relation to sales performance.

          Research and Development
          
          Research and development expense remained  relatively  stable for
          the quarter and first nine months of fiscal 1995 as the Company's
          R  & D group continued to pursue Abbreviated New Drug Application
          (ANDA) approvals on new products.
          R &  D  activities continue to be focused also on the transfer of
          ANDA approvals from the Company's former manufacturing facilities
          in  California   to  its  manufacturing  facilities  in  Decatur,
          Illinois ("site transfers").   The  cost  of these site transfers
          have been previously accrued and do not have  an  effect on R & D
          expense.

          The  Company  also  has  begun the development of a non-steroidal
          anti-inflammatory drug for  ophthalmic  use licensed from Pfizer,
          Inc.  (Pfizer).   It is anticipated that the  majority  of  these
          development costs,  which are expected to be funded substantially
          by monies obtained from Pfizer, will be incurred over the next 18
          months.  Based on the  current  mix  of products in the Company's
          R&D pipeline, management expects fiscal  1995  R&D expenses to be
          comparable to fiscal 1994 amounts and expects an  increase in R&D
          expenses for fiscal 1996.

          Interest and Other Income/Expense
          
          Interest costs incurred during the quarter and nine-month  period
          ended March 31, 1995 have been capitalized as part of the cost of
          construction  related  to  the Company's expansion project at its
          Decatur manufacturing facilities.   The  Company will continue to
          capitalize  interest  expense until the newly  constructed  clean
          room and other expansion  related  items  are fully validated and
          operational.  This is currently expected to  be  completed in the
          fourth quarter of fiscal 1995.  On September 30, 1994 the Company
          signed a $6.3 million financing package with a commercial bank to
          finance the construction and provide working capital funding.  As
          a result, interest expense will increase significantly  in fiscal
          1996.

          During  the  quarter ended March 31, 1995, the Company determined
          that a $308,000  decline  in  the  fair market value of an equity
          investment was other than temporary.  The determination was based
          on the significant deterioration in value since June 30, 1994 and
          the current evaluation that a price recovery was not imminent.


<PAGE>

          The original investment, in the amount of $350,000, had been made
          in a business from which the Company  was  considering  licensing
          technology for ophthalmic use.

          This  loss  resulted  in  the Company reporting net interest  and
          other expense of $238,000 for  the  quarter  ended March 31, 1995
          compared  to  net  interest and other income of $10,000  for  the
          comparable period in fiscal 1994.  This loss also resulted in net
          interest and other expense  of $186,000 for the nine months ended
          March  31,  1995  compared  to net  expense  of  $54,000  in  the
          comparable prior year period.   Net  interest income increased in
          the  fiscal  1995  periods  as  a result of  increases  in  funds
          available  for  investment and increases  in  interest  rates  on
          short-term securities.

          Income Taxes
          
          The effective tax rates for the quarters ended March 31, 1995 and
          1994 were 30.0% and  19.5%,  respectively.   For  the  first nine
          months  of  fiscal  1995  and 1994, the effective tax rates  were
          36.3% and 19.0%, respectively.

          The increased effective tax  rate for fiscal 1995 is attributable
          to the lack of available net operating  loss  carryforwards,  the
          benefits  of  which were utilized to reduce income tax expense in
          1994.  The decline  in  the  effective rate for the quarter ended
          March 31, 1995 as compared to  the  effective  rate  for the nine
          months   then   ended  reflects  changes  associated  with  lower
          anticipated  income   levels   for  the  fiscal  year  and  minor
          adjustments related to filed tax returns.

          Net Income
          
          Net  income for the quarter ended  March  31,  1995  declined  to
          $228,000 or 1 cent per share compared to the prior year amount of
          $627,000  or  4  cents  per  share,  primarily as a result of the
          factors noted above coupled with higher  income  tax  rates.  Net
          income  for the first nine months of fiscal 1995 of $1.6  million
          or 10 cents  per  share was 32% greater than the comparable prior
          year amount of $1.2  million or 8 cents per share.  This increase
          for the nine-month period  resulted  primarily  from  the  growth
          experienced  in  the  first  six months of fiscal 1996 associated
          with the Company's temporary selling  advantage  for  its allergy
          product line.  Weighted average shares used in the calculation of
          per share amounts were relatively unchanged from year to year.

          Financial Condition and Liquidity
          
          The  net  cash  used in operating activities for the nine  months
          ended March 31, 1995  was  $611,000 compared to net cash provided
          of approximately $1.5 million  for  the  corresponding  period in
          1994.   While the Company's profitability has increased operating
          cash flows  in  the first nine months of fiscal 1995, significant
          investments in inventory  were  made  as  a result of new product
          introductions and to meet minimum purchasing requirements on some
          supply contracts.  This increase in inventory  is not expected to
          continue for the remainder of fiscal 1995.

          In  addition  to  the  inventory  build  up, final estimated  tax
          payments for the fiscal year-ended June 30, 1994 were made during
          the first quarter of fiscal 1995.

          The  Company  invested  $4.0 million in new property,  plant  and
          equipment during the nine-month  period  ended  March  31,  1995,
          primarily related to the expansion of the Company's manufacturing
          facilities, compared to $810,000 during the same period in 1994.

          On  September  30,  1994, the Company entered into a $6.3 million
          credit facility with  a  commercial  bank.   The  credit facility
          includes the following:

          - a $1.3 million Term loan for the payout of existing debt
            and reimbursement for the early payout of a capital lease on the
            Taylor manufacturing facility.


<PAGE>
          - a  $3.5  million  Revolver/Term  construction  loan  to
            finance the expansion of the Taylor facilities.

          - a  $1.5  million  Line  of  Credit  for working  capital
            purposes.

          The entire Term loan was drawn in October 1994  and,  as of March
          31,  1995,  $2.6  million  had  been  drawn  on the Revolver/Term
          construction loan.  Of these proceeds, approximately $900,000 was
          used to pay down other existing debt facilities.

          The construction project at the Decatur facilities allows for new
          high-speed ophthalmic production, as well as new capabilities for
          suspensions, ointments and unit-dose products.  The total cost of
          the   expansion  project,  including  additional  equipment,   is
          expected  to  be  between  $5  million  and  $5.5  million.   The
          expansion  is to be financed by (1) the $3.5 million construction
          loan  noted  above,  (2)  capital  lease  arrangements  totalling
          $700,000, (3)  reimbursements, up to approximately $600,000, from
          Pfizer  Inc.  under   a  previously  announced  cross-  licensing
          agreement and (4) internal sources.

          Working capital increased  $806,000  during the nine-month period
          ended  March 31, 1995.   This increase   in  working  capital  is
          primarily  reflected in the growth in inventory noted above which
          is not expected to continue.  This growth in inventory was funded
          from internal  sources  and  from  borrowings under the Company's
          Line of Credit.

          The  most  significant  short-term needs,  exclusive  of  working
          capital requirements, continue  to be primarily for the payout of
          previously reserved costs associated  with  the  site transfer of
          ANDAs, which are expected to be approximately $400,000  over  the
          next twelve months.

          In  addition,  the  Company  has  been  notified  by the Internal
          Revenue Service (IRS) that, in connection with the examination of
          tax  returns  for  the period of 1988 through 1993, the  IRS  may
          propose adjustments  that  could  result  in  additional  current
          income  taxes and interest payable of $1 million to $1.5 million.
          The Company  accrued  reasonable  estimates related to the income
          statement effects of such exposure  and  as a result there should
          be  no  significant  effects on the Company's  reported  earnings
          should these adjustments  be  proposed and sustained.  Should the
          disputed adjustments be settled  within  the  range  noted above,
          Management  anticipates  that  the  obligations would be paid  in
          deferred payments over an extended period.

          Existing  working  capital,  net  cash  provided   by   operating
          activities  and the Company's line of credit are expected  to  be
          sufficient to provide for these short-term needs.

          Under  a  previously  announced  cross-licensing  agreement  with
          Pfizer, Akorn  is  required  to  pay  a  performance  penalty  of
          $1,020,000,  should  the  Company  be  unsuccessful  in obtaining
          approval, by December 31, 1996, of a product in development which
          was licensed to Pfizer. Given the current status of the  product,
          Management believes that the likelihood that approval will not be
          obtained in this time frame is remote.  Accordingly, no financial
          statement  reserves  related  to  the potential penalty have been
          accrued.


<PAGE>

 
                                  PART II.  OTHER INFORMATION



          Item 1. Legal Proceedings

          Certain legal proceedings in which  the  registrant,  Akorn, Inc.
          (the  "Company"),  is  involved  are  described in Item 3 to  the
          Company's Form 10-KSB for the fiscal year ended June 30, 1994 and
          in Note N to the consolidated financial  statements  included  in
          that report.


          Item 2. Changes in Securities

                  Not applicable.


          Item 3. Defaults Upon Senior Securities

                  Not applicable.


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

                  Not applicable.


          Item 5. Other Information

                  Not applicable.


          Item 6. Exhibits and Reports on Form 8-K

                  (a)    Exhibits

                           (11.1)  Computation of Earnings per Share

                           (99.1) Press release issued by Akorn, Inc. on May
                                 1, 1995 announcing its third quarter 1995 
                                 financial results.

                  (b)    Reports on Form 8-K

                         None


<PAGE>


                                            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.

                                           AKORN, INC.

                                          
                                     /s/ Barry D. LeBlanc
                                  _______________________________       
                                         Barry D. LeBlanc
                              President and Chief Executive Officer
                                    (Duly Authorized Officer)




                                     /s/ Eric M. Wingerter
                                  _______________________________      
                                        Eric M. Wingerter
                           Vice President - Finance and Administration
                                  (Principal Financial Officer)
 

          Date:   May 5, 1995


<PAGE>

                                                       



                                EXHIBIT INDEX

                                      

                                                               Sequentially
Exhibit                                                          Numbered
Number       Description                                           Pages    


(11.1)       Computation of Earnings per Share

(99.1)       Press release issued by Akorn, Inc. on May 1, 1995
              announcing its third quarter 1995 financial results.





                                 Akorn, Inc.

                                 Exhibit 11.1

                     COMPUTATION OF NET INCOME PER SHARE
                    (In Thousands, Except Per Share Data)


<TABLE>
<CAPTION>

                                            Three Months Ended March 31,       Nine Months Ended March 31, 
                                            _____________________________       ____________________________
                                                1995             1994              1995           1994 
                                            ____________    _____________       ____________  ______________
<S>                                        <C>              <C>                 <C>             <C>
Earnings
  Income applicable to                     
  common stock                             $    228         $     627           $    1,619      $   1,223
                                            ============    =============       ============   =============
Shares
  Weighted average number of shares
   outstanding                               14,838            14,824               14,819         14,804
  Additional shares assuming
   conversion of options and warrants           682               724                  628            514
                                           _____________    ______________      _____________  _____________


  Pro forma shares                           15,520            15,548               15,447         15,318
                                           =============    ==============      =============  =============
Net income per share                      $     .01         $     .04           $      .10      $     .08
                                           =============    ==============      =============  =============

</TABLE>
        
 






<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDING MARCH 31, 1995 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1994
<PERIOD-END>                               MAR-31-1995
<CASH>                                         726,942
<SECURITIES>                                 1,412,249
<RECEIVABLES>                                4,833,197
<ALLOWANCES>                                 (238,559)
<INVENTORY>                                  6,477,659
<CURRENT-ASSETS>                            14,474,224
<PP&E>                                      16,279,339
<DEPRECIATION>                             (6,621,625)
<TOTAL-ASSETS>                              25,167,393
<CURRENT-LIABILITIES>                        6,047,154
<BONDS>                                      3,513,222
<COMMON>                                    13,701,845
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                          0
<OTHER-SE>                                     510,567
<TOTAL-LIABILITY-AND-EQUITY>                25,167,393
<SALES>                                     24,427,958
<TOTAL-REVENUES>                            24,427,958
<CGS>                                       14,484,222
<TOTAL-COSTS>                               14,484,222
<OTHER-EXPENSES>                             7,215,938
<LOSS-PROVISION>                                20,000
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                              2,541,622
<INCOME-TAX>                                   922,206
<INCOME-CONTINUING>                          1,619,416
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                 1,619,416
<EPS-PRIMARY>                                      .10
<EPS-DILUTED>                                        0
        

</TABLE>





                                                            EXHIBIT 99.1

<TABLE>          
<CAPTION>
 
          <C>                  <C>                  <C>                     <C>         
          AT AKORN:                                 AT FRB:
          Barry LeBlanc        Eric Wingerter       Jenifer Estabrook       Kathy Brunson
          President & CEO      VP-Finance           General Information     Analyst Contact
          (504) 893-9300                            (312) 640-6787          (312) 640-6696


          FOR IMMEDIATE RELEASE
          MONDAY, MAY 1, 1995


                       AKORN ANNOUNCES THIRD-QUARTER RESULTS;
                      CITES TEMPORARY FACTORS IN SLOWER GROWTH;
                         REITERATES CONFIDENCE IN STRATEGY;
                                 COMMENTS ON OUTLOOK

          ABITA SPRINGS, LA, May 1, 1995 -- Akorn, Inc. (Nasdaq: AKRN)
          today announced third-quarter fiscal 1995 results, which included
          a marginal increase in sales and a decline in net income per
          share to 1 cent from 4 cents.  Results for the nine months ended
          March 31, 1995, were highlighted by a 75 percent rise in
          operating income and a 32 percent increase in net income.

                "We had some challenges this quarter which resulted in
          slower growth than we've experienced in the recent past," Barry
          D. LeBlanc, president and chief executive officer said.  "Three
          key factors contributed to the decline from expected results for
          the quarter: the conversion of our leading allergy product to
          over-the-counter status, the temporary closure of our
          manufacturing facility due to construction, and cost increases on
          some products that we currently do not manufacture.
  We feel
          third-quarter performance, however, does not signal a downward
          trend as Akorn's growth strategy is still solid."

          Review of Results

                Net sales for the quarter ended March 31, 1995, were $7.5
          million, up 3 percent from last year's $7.3 million.  Akorn's
          third-quarter net income was $228,000, or 1 cent per share,
          compared with $626,000, or 4 cents per share, in the prior-year
          period.

                "The decline in revenue growth was attributable to several
          factors," LeBlanc explained.  "First, there was the anticipated
          loss of AK-Con-A, our leading allergy product.  AK-Con-A was
          recently converted to over-the-counter from prescription status
          by the Food and Drug Administration (FDA).  Currently, we are
          awaiting approval to begin marketing the drug under its new
          status."

                LeBlanc continued, "Second, sales and earnings were also
          affected by the temporary shutdown of our Decatur, Illinois
          manufacturing facility as required by the previously announced
          $4.5 million expansion project.  The shutdown was about a week
          longer than originally anticipated, affecting both sales and
          overhead absorption for the quarter.  We view this as a short-
                                       
                                       -more-

<PAGE>
          Akorn, Inc.
          Add -1-

          term sacrifice for a long-term gain, however, as the expanded
          manufacturing capacity will help make our products more cost
          effective.  Additionally, the renovated facility gives Akorn new
          capability to produce suspensions, ointments and unit-dose
          products."

                "Third," LeBlanc said, "earnings during the quarter were
          hurt by continued cost increases implemented by some of our
          suppliers, which have made us less competitive in the generic
          marketplace.  In the short-term we are combating higher product
          cost by sourcing from alternative suppliers under more favorable
          agreements.  Longer-term, our goal to manufacture all of our
          products in-house will eliminate reliance on other manufacturers
          and make us more competitive."

                Gross profit for the quarter ended March 31, 1995, declined
          11 percent to $2.7 million from $3.0 million in the year-ago
          period, with gross margins declining 6 percent to 36.1 percent.
          According to the company, loss of the highly profitable AK-Con-A
          sales, lower overhead absorption and increased product costs lead
          to the decline in gross margin.

                In addition, Akorn experienced two items that virtually
          offset each other in the third quarter.  A change in estimate
          related to the accounting for aged customer credits reduced
          selling, general and administrative expense (SG&A) by
          approximately $300,000.  However, a loss of approximately the
          same amount relating to a decline in the value of a long-term
          strategic investment was recorded under "other expenses."  The
          investment was made in conjunction with discussions the company
          was having regarding the licensing of technology for ophthalmic
          use.

                Akorn's earnings have been fully taxed since the beginning
          of this fiscal year.  The effective rate for the quarter ended
          March 31, 1995, was 30 percent, compared with an effective rate
          of 20 percent in fiscal 1994.  As a result, comparisons of pre-
          tax earnings are more favorable than those of net earnings.

                Net sales for the nine months ended March 31, 1995, were
          $24.4 million, 24 percent greater than the year-ago's $19.7
          million.  Nine-month net income was approximately $1.6 million,
          or 10 cents per share, 32 percent greater than the $1.2 million,
          or 8 cents per share, for the nine-month period of fiscal 1994.

                Gross profit for the nine months ended March 31, 1995, was
          $9.9 million, an increase of 23 percent over the prior-year
          amount of $8.1 million.  Gross margins remained relatively
          unchanged during the nine-month period ended March 31, 1995,
          compared with the prior-year period.

          Operating Highlights

                Commenting on third-quarter results, LeBlanc said, "While
          our results for the quarter are below desirable levels, the
          factors contributing to the decline are temporary and manageable
          and will be sufficiently addressed by the strategies we have had
          in place for the last three years."

                "The loss of AK-Con-A as an over-the-counter product was
          anticipated.  Upon receiving FDA approval, the product will be
          marketed under its new status through a joint venture, which
          should restore profits on the product to previous levels.  We had
          timed our joint venture to begin generating income this quarter,
          allowing for a seamless transition and virtually no effect on
          earnings.  However, due to delays beyond our control, this did
          not occur and approval is now anticipated sometime in fiscal
          1996."

                LeBlanc continued, "The lower contract revenues and lower
          overhead absorption are also temporary as our facilities are now
          back to full production with expanded and more cost-efficient
          capabilities."

                LeBlanc noted, "To combat the rising costs of products we
          do not currently manufacture, Akorn continues its efforts to
          obtain FDA approval for the in-house manufacture of all our
          pharmaceutical products.  Currently, we have six abbreviated new
          drug applications (ANDAs), representing seven dosage strengths,
          filed.  Our R&D efforts are proceeding nicely, and it is just a
          matter of time until approvals are obtained. In the meantime,
          
                                  -more-


<PAGE>
          Akorn, Inc.          
          Add -2-
          
          Akorn has signed, and continues to pursue, agreements with
          alternative suppliers to hold down product costs."

          Outlook

                "In response to these temporary challenges and after
          evaluating the current mix of Akorn's product line, we took steps
          in the end of the third quarter to eliminate approximately $1 to
          $1.5 million of SG&A and other operating costs on an annual
          basis," LeBlanc stated.  "We should begin to see the effects of
          these reductions in the fourth quarter.  Expected reductions will
          be somewhat offset, however, by higher depreciation and interest
          associated with the manufacturing expansion project."

                LeBlanc continued, "Based on recent challenges and
          management's efforts to combat them, we expect earnings in the
          fourth quarter to be 3 cents to 4 cents on sales of approximately
          $9 million.  Anticipated year-end sales of $33 to $34 million
          will represent a 15 to 20 percent increase over fiscal 1994.
          Expected earnings of $2 to $2.5 million, or 13 to 15 cents per
          share, will fall slightly below fiscal 1994 numbers, which were
          not fully taxed."

                LeBlanc concluded, "Akorn continues to pursue what
          management believes is its most important growth strategy for the
          near term -- the in-licensing of products from other companies,
          which provides almost immediate sales and earnings.  Our low-
          cost, three-pronged distribution system --  field sales force,
          telemarketing force and direct-mail (catalog) effort -- positions
          us as a marketing alternative in the health-care area of
          ophthalmology for major pharmaceutical companies.  We have been
          very successful in the past and we are confident that our
          strategy will continue to contribute significantly to our growth.
          Longer term, we will work to fill our pipeline of ANDAs to
          optimize margins by accomplishing our goal to manufacture all of
          our ophthalmic pharmaceutical products in-house."

                Akorn Inc. manufactures, markets and distributes ophthalmic
          products, including an extensive line of therapeutic and
          diagnostic pharmaceuticals and over-the-counter products.

                            Financial tables follow .....


<PAGE>

AKORN, INC.
CONSOLIDATED STATEMENTS OF EARNINGS
(in thousands, except per share amounts)


</TABLE>


<TABLE>
<CAPTION>

                                             Three Months Ended March 31,                   Nine Months Ended March 31,
                                              1995      1994      % Chg                    1995       1994       % Chg
                                            _____________________________                _______________________________
<S>                                         <C>       <C>         <C>                    <C>        <C>          <C>
Net sales                                   $7,503    $7,268         3.2%                $24,428    $19,772        23.5%
Cost of sales                                4,792     4,238        13.1%                 14,484     11,687        23.9%
                                            ________________                             __________________
Gross profit                                 2,711     3,030       -10.5%                  9,944      8,085        23.0%

Selling, general and administrative          1,936     2,009        -3.6%                  6,655      5,902        12.8%
Research and development                       211       253       -16.6%                    562        619        -9.2%
                                            ________________                             __________________  
Operating income                               564       768       -26.6%                  2,727      1,564        74.4%

Interest & other, net                         (238)       10        n.m.*                   (186)       (54)        n.m.
                                            ________________                             __________________

Pretax income                                  326       778       -58.1%                  2,541      1,510        68.3%
Income taxes                                    98       152       -35.5%                    922        287       221.3%
                                            ________________                             __________________

Net income                                    $228      $626       -63.6%                 $1,619     $1,223        32.4%
                                            ================                             ==================

Per share                                    $0.01     $0.04       -63.5%                  $0.10      $0.08        31.3%
                                            ================                             ==================

Shares outstanding                          15,520    15,548        -0.2%                 15,447     15,318         0.8%
                                            ================                             ==================

* n.m.:  not meaningful

</TABLE>




<PAGE>



AKORN, INC.
CONSOLIDATED BALANCE SHEETS
(in thousands)


<TABLE>                                                       
<CAPTION>
                                                       
                                                       
                                                       March 31,       June 30,
                                                         1995            1994
                                                       _________       ________
<S>                                                    <C>             <C>
Assets
Cash and investments                                    $2,139         $3,650
Accounts receivable, net                                 4,595          4,794
Inventories                                              6,478          4,722
Other current assets                                     1,262          1,006
                                                       _______        _______
  Total current assets                                  14,474         14,172

Property, plant and equipment, net                       9,658          6,249
Other assets                                             1,035            800
                                                       _______        _______
  Total assets                                         $25,167        $21,221
                                                       =======        =======

Liabilities and shareholders' equity
Trade accounts payable                                  $1,845         $2,517
Income taxes payable                                       354            711
Accrued payroll and commissions                            622            876
Accrued reorganization costs                               506            934
Other accrued expenses                                   2,720          1,513
                                                       _______        _______ 
  Total current liabilities                              6,047          6,551

Long-term debt and capital leases                        3,513            799
Pre-funded development costs                               385            900
Other long-term liabilities                              1,010            628
Shareholders' equity                                    14,212         12,343
                                                       _______        _______
  Total liabilities and shareholders' equity           $25,167        $21,221
                                                       =======        =======


     For additional information regarding Akorn free of charge via fax,
                     dial 1-800-PRO-INFO and enter "AKRN."

</TABLE>