SCHEDULE 14A INFORMATION

                         Proxy Statement Pursuant to Section 14(a) of the
                                 Securities Exchange Act of 1934

          Filed by the 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 240.14a-11(c) or 240.14a-12


                                      AKORN, INC.
                         (Name of Registrant as Specified In Its Charter)

                                      AKORN, INC.
                       (Name of Person(s) Filing Proxy Statement)


          Payment of Filing Fee (Check appropriate box):

          [X]   $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or
                14a-6(j)(2).
          [  ]  $500 per each party to the controversy pursuant to Exchange
                Act Rule 14a-6(i)(3).
          [  ]  Fee  computed  on  table  below per Exchange Act Rules 14a-
                6(i)(4) 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:


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

          [  ]  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 of Schedule and the date of its filing.

                1)    Amount Previously Paid:

                2)    Form, Schedule or Registration Statement No.:

                3)    Filing Party:

                4)    Date Filed




<PAGE>


                                         100 Akorn Drive
                                 Abita Springs, Louisiana  70420

                                  ______________________________


                             NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

                                   To Be Held October 28, 1995
                                  ______________________________



          TO THE SHAREHOLDERS OF AKORN, INC.:


                The  annual  meeting  of  shareholders  of Akorn, Inc. (the
          "Company")  will be held at 2:00 p.m., local time,  on  Saturday,
          October 28, 1995  at  the  Wyndham  Garden Midtown located at 125
          10th Street, Atlanta, Georgia for the  following  purposes,  more
          fully described in the accompanying proxy statement:

                1.    To elect a board of eight directors.

                2.    To  transact such other business as may properly come
                      before the meeting and any adjournments thereof.

                The Board of  Directors  has fixed the close of business on
          September 15, 1995 as the record  date  for  the determination of
          shareholders  entitled  to notice of and to vote  at  the  annual
          meeting and all adjournments thereof.

                Your vote is important  regardless  of the number of shares
          you own.  Whether or not you plan to attend  the  annual meeting,
          please mark, date and sign the enclosed proxy card  and return it
          promptly  in  the  enclosed  stamped  envelope.   Furnishing  the
          enclosed proxy will not prevent you from voting in  person at the
          meeting should you wish to do so.

                                       By Order of  the Board of Directors

                                                /s/ George S. Ellis, M.D.
                                                George S.Ellis, M.D.
                                                    Secretary
          Abita Springs, Louisiana
 
         September 15, 1995


<PAGE>
                                           AKORN, INC.
                                         100 Akorn Drive
                                 Abita Springs, Louisiana  70420



                                         PROXY STATEMENT



                                  Annual Meeting of Shareholders
                                   To be Held October 28, 1995



                This Proxy Statement is furnished to shareholders of Akorn,
          Inc.  (the  "Company")  in  connection  with the solicitation  of
          proxies on behalf of the Company's Board  of Directors for use at
          its Annual Meeting of shareholders to be held  at  the date, time
          and  place  set  forth  in  the  accompanying  notice and at  any
          adjournments  thereof (the "Meeting").  The date  of  this  Proxy
          Statement is September 15, 1995.

                On September  15,  1995,  the  record  date for determining
          shareholders entitled to notice of and to vote  at  the  Meeting,
          the  Company  had  outstanding  14,904,653 shares of common stock
          (the Company's only class of authorized  capital  stock), each of
          which is entitled to one vote on all matters to be  considered at
          the Meeting.

                Shares represented by all properly executed proxies  on the
          enclosed  form received in time for the Meeting will be voted  at
          the Meeting.   A  proxy  may  be revoked at any time before it is
          exercised  by  filing  with  the  Secretary  of  the  Company  an
          instrument revoking it or a duly executed  proxy  bearing a later
          date,  or by attending the Meeting and voting in person.   Unless
          revoked,  the  proxy  will  be  voted  as  specified  and,  if no
          specifications  are  made, will be voted in favor of the proposed
          nominees as described herein.

                The cost of soliciting proxies in the enclosed form will be
          borne by the Company.   In  addition  to  the  use  of the mails,
          proxies  may  be  solicited  by  personal  interview,  telephone,
          telefax   and  telegraph.   Banks,  brokerage  houses  and  other
          institutions,  nominees  and  fiduciaries  will  be  requested to
          forward  solicitation materials to the beneficial owners  of  the
          shares of  the  common  stock  of  the Company; upon request, the
          Company will reimburse such persons  for reasonable out-of-pocket
          expenses incurred in connection therewith.


                                      ELECTION OF DIRECTORS

                The  Company's  by-laws  provide  for   a  Board  of  eight
          directors.  Eight candidates have been nominated  by the Board of
          Directors  for  election at the Meeting.  The Board of  Directors
          recommends that shareholders  vote  FOR the election of all eight
          nominees.

                Proxies cannot be voted for more  than eight candidates and
          not more than eight directors can be elected.   In the absence of
          contrary  instructions,  the  proxy  holders  will vote  for  the
          election   of   the   eight   nominees  listed  below.   In   the
          unanticipated  event  that  one  or   more  of  such  persons  is
          unavailable as a candidate for director, the persons named in the
          accompanying proxy will vote for another  candidate  nominated by
          the Board of Directors.


               The following table sets forth as of September 15, 1995 the
          age,  principal  occupation  and  employment,  position with  the
          Company, directorships in other public corporations,  year  first
          elected  a  director  of the Company, and beneficial ownership of
          shares of Company common  stock  of  each nominee for election as
          director at the coming meeting.  Unless  otherwise indicated, (i)
          each  nominee  has  been engaged in the principal  occupation  or
          occupations shown for more than the past five years, and (ii) the
          shares shown as being  beneficially  owned  are  held  with  sole
          voting and investment power.


 Name, Age, Principal Occupation                       Shares        Percent
   and Directorships in Other         Director       Beneficially       of
     Public Corporations              Since          Owned <F1>         Class
________________________________   ______________  ______________  ___________
          
   Daniel E. Bruhl, M.D., 53           1983           285,517<F2>       1.91%
 Ophthalmologist; director of
 Surgical Care Affiliates, Inc.

   J. Ed Campbell, M.D., 71            1975           223,691<F3>       1.50%
      Ophthalmologist.

  George S. Ellis, M.D., 72            1985           279,260<F5>       1.87%
      Ophthalmologist.<F4>

       Doyle S. Gaw, 64                1975           245,824<F6>       1.64%
Private investor; Chairman of the
Board and Chief Executive Officer 
of the Company from 1989 to 1991.

    John N. Kapoor, Ph.D., 52          1991         4,270,000<F8>      26.81%
    Chairman of the Board and
     Chief Executive Officer
       of Option Care, Inc.
    since August, 1993; President
   of E. J. Financial Enterprises,
       Inc. since April, 1990;
    director of Unimed, Inc. and
        Lunar Corp.<F7>

      Barry D. LeBlanc, 40             1987           586,563<F9>       3.83%
 President of the Company since
 1987 and Chief Executive Officer
     since December, 1991.

     David H. Turner, M.D., 68         1975           244,650<F10>      1.64%
       Ophthalmologist.

 Lawrence A. Yannuzzi, M.D., 58        1983           195,883<F3>       1.31%
       Ophthalmologist.

   Directors and officers as a                      6,663,701<F11>     39.50%
            group (11 Persons)
 ______________________________
 
<F1>  Beneficial  ownership  is determined in accordance with Rule
      13d-3 under the Securities Exchange Act of 1934.
<F2>  Includes  64,266 shares held  by  Dr.  Bruhl's  pension  and
      profit sharing  plans and 30,000 shares issuable pursuant to
      options granted by the Company.
<F3>  Includes 30,000 shares  issuable pursuant to options granted
      by the Company.
<F4>  Dr. Ellis  also serves as Secretary of the Company.
<F5>  Includes 101,500 shares held  by  Dr. Ellis' wife and 30,000
      shares issuable pursuant to options granted by the Company.
<F6>  Includes  130,000 shares issuable to  Mr.  Gaw  pursuant  to
      options granted by the Company.
<F7>  Dr. Kapoor  also  serves  as  Chairman  of  the Board of the
      Company,   a   non-officer   position.    E.   J.  Financial
      Enterprises, Inc. is a privately held financial services and
      consulting  company;   Option  Care,  Inc., a publicly  held
      company,   is   a   franchiser  of  home  infusion   therapy
      businesses; Unimed, Inc.,  a publicly held corporation, is a
      pharmaceutical distributor;  and  Lunar Corp., also publicly
      held, is a medical diagnostic equipment company.  Dr. Kapoor
      had served as acting Chairman of the  Board  of Directors of
      the  Company  from  April, 1993 to May, 1995; he  served  as
      Chairman of the Board  of the Company from December, 1991 to
      January, 1993.
<F8>  Of such 4,270,000 shares,  (i)  3,220,000 are owned directly
      by the John N. Kapoor Trust dated  September  20,  1989 (the
      "Trust")  of  which  Dr.  Kapoor  is  the  sole  trustee and
      beneficiary,  (ii)  1,000,000  are  issuable pursuant  to  a
      warrant issued to the Trust in 1992,  (iii) 30,000 are owned
      by a trust, the trustee of which is Dr.  Kapoor's  wife  and
      the  beneficiaries  of  which  are  their children, and (iv)
      20,000  are  issuable  pursuant to options  granted  by  the
      Company directly to Dr. Kapoor.
<F9>  Includes 483,052 shares  issuable to Mr. LeBlanc pursuant to
      options granted by the Company,  5,000  shares  held  by Mr.
      LeBlanc's  wife  and  10,000  shares  owned by Mr. LeBlanc's
      minor child.
<F10> Includes 50,000 shares held by Dr. Turner's  wife and 30,000
      shares issuable pursuant to options granted by the Company.
<F11> Of  such  6,663,701  shares,  1,783,052  are  not  presently
      outstanding, but are issuable pursuant to option and warrant
      rights described in the preceding footnotes and 183,334  are
     issuable pursuant to options held by officers of the Company
     who are not also directors.

                ______________________________


               During  the  fiscal  year  ended June 30, 1995, the Board of
          Directors  of  the Company held four  meetings.   Each  incumbent
          director attended  at  least  75%  of  the  aggregate  number  of
          meetings  held  during that fiscal year of the Board of Directors
          and committees of which he was a member.

               The Board of  Directors has an Executive Committee, of which
          Dr. Kapoor and Mr. LeBlanc  are  members;  an Audit Committee, of
          which  Drs.  Bruhl,  Campbell  and  Mr.  Gaw are members;  and  a
          Compensation Committee, of which Drs. Ellis,  Turner and Yannuzzi
          are  members.    The  Board  of Directors also has  an  Incentive
          Compensation Committee, which administers the Company's Incentive
          Compensation Program; this committee  consists  of  all directors
          excepting  Mr.  LeBlanc and Dr. Kapoor.  The Executive  Committee
          has all of the powers  of  the  Board  when  the  Board is not in
          session, except the power to declare dividends, make or alter by-
          laws, fill vacancies on the Board or the Executive  Committee, or
          change  the  membership  of  the Executive Committee.  The  Audit
          Committee, which met once during  fiscal 1995, is responsible for
          (i) consulting with the independent  auditors  with regard to the
          plan of audit, (ii) reviewing the plan and the results  of audits
          of  the  Company by its independent auditors and (iii) discussing
          audit recommendations  with  management and reporting the results
          of  its  reviews  to the Board of  Directors.   The  Compensation
          Committee met five  times  during  fiscal  1995 to review various
          compensation  matters  with  respect  to executive  officers  and
          directors.
               For services as Chairman of the Board and as a consultant to
          the Company, Dr. Kapoor receives fees of  $50,000 per year.  Each
          other director who is not a salaried officer or consultant of the
          Company receives a fee for his services as  a  director of $1,000
          per regular meeting of the Board of Directors, $250 per telephone
          meeting and $500 per committee meeting, plus reimbursement of his
          expenses related to those services.  In addition, the chairman of
          each committee (other than Dr. Kapoor) receives  an annual fee of
          $2,500.

               All  directors  of the Company participate in the  Company's
          Stock Option Plan for  Directors, pursuant to which each director
          of the Company is granted  an  option  to acquire 5,000 shares of
          Company  common  stock on the day after each  annual  meeting  of
          shareholders at which  he is elected to serve as a director.  Any
          director appointed between annual meetings is entitled to receive
          a pro rata portion of an  option  to  acquire  5,000 shares.  The
          plan  is  administered  by the Incentive Compensation  Committee.
          The Committee may, in its  sole  discretion,  grant  an option to
          purchase  up  to 100,000 shares to a person who is not already  a
          director and who becomes a director at any time; no member of the
          Committee is eligible  to  be  granted  such  an  option  and any
          director who has been granted such an option is not permitted  to
          serve  on  the  Committee for one year after such grant.  Options
          granted under the  plan expire five years from the date of grant.
          The option exercise  price is the fair market value of the shares
          covered by the option at the time of the grant.  Options covering
          a total of 277,917 shares  are  currently outstanding and options
          covering 202,083 shares remain available  for  issuance under the
          plan.

               Under agreements between the Company and the  John N. Kapoor
          Trust  dated  September  20,  1989,  the  Trust  is  entitled  to
          designate two individuals to be nominated and recommended  by the
          Company's  Board  of  Directors  for election as a director.  The
          Trust has designated only Dr. Kapoor  for this purpose and is not
          expected  to designate a second individual  for  nomiation  as  a
          director prior to the Meeting.

               During  the  Company's  fiscal year ended June 30, 1995, one
          former officer of the Company  (Wm. Kendall Albert) failed timely
          to file with the Securities and Exchange Commission one report as
          to the exercise of certain options  for  shares of Company common
          stock, and the sale of such shares, as required  by Section 16(a)
          of the Securities Exchange Act of 1934.



                                      PRINCIPAL SHAREHOLDERS

               As of September 18, 1995, the following person  was known by
          the Company to own beneficially more than 5% of its common  stock
          (the  only  outstanding  voting  security  of  the Company).  The
          information  set  forth below has been determined  in  accordance
          with Rule 13d-3 under  the  Securities Exchange Act of 1934 based
          upon information furnished by the persons listed.

 
Name                   Shares Beneficially Owned        Percent of Class
_____________________  _____________________________ ________________________

John N. Kapoor, Ph.D.           4,270,000<F1>                 26.81%
The John N. Kapoor Trust 
dated September 20, 1989

____________________
<F1>  The  nature  of the beneficial ownership of such  shares  is
      described  in  note   8  to  the  table  under  Election  of
      Directors, above.  The  address  of Dr. Kapoor and the Trust
      is  225  East  Deerpath,  Suite 250, Lake  Forest,  Illinois
      60045.

                        ______________________________


                          EXECUTIVE COMPENSATION

          Summary of Executive Compensation

               The following table summarizes  the compensation paid by the
          Company for services rendered during the  fiscal years ended June
          30, 1993, 1994 and 1995 to each executive officer  of the Company
          whose  total  annual  salary  and bonus for fiscal 1995  exceeded
          $100,000:

                                    Summary Compensation Table

<TABLE>
<CAPTION>

                                                                      Long-Term
                                     Annual Compensation            Compensation
                                  _____________________________  ____________________
                                   Year Ended                        Number of          All Other<F1>
Name and Principal Position         June  30   Salary    Bonus     Options Awarded      Compensation
________________________________  ___________ _________ ________  ___________________   ________________
<S>                       
                                      <C>      <C>      <C>            <C>                   <C>
Barry D. LeBlanc                      1995     $207,731                 34,000               $2,310
President and Chief Executive         1994      184,362  $24,667        50,000                2,310
Officer                               1993      178,024                125,000                
          
Wm. Kendall Albert                    1995     $107,115                 23,000               37,667
Vice President-Sales and              1994      140,874   16,444        25,000                  873
Marketing<F2>                         1993      133,554                 25,000 
          
Harold O. Koch                        1995     $122,247                  58,000               1,530
Senior Vice President<F3>             1994      105,602   16,444         25,000                 791
                                      1993       99,350                  40,000

Timothy J. Toney                      1995     $117,292                  10,000               2,018
Vice President-                       1994      115,000   17,250                                359
Manufacturing<F4>                     1993      115,000   14,637          5,000

____________________
<FN>   
<F1>   Represents  contributions  to  the  Company's  Savings  and
       Retirement Plan. (See also <F2> below)
<F2>   Mr.  Albert's  employment  by the Company ended in February
       1995  at  which  time  he received  severance  payments  of
       $36,250 which is included in other compensation.
<F3>   Mr. Koch became an executive  officer  of  the  Company  in
       February  1993  and became Senior Vice President in January
       1995.
<F4>   Mr. Toney became  an  executive  officer  of the Company in
       February  1993;  he  also  serves  as  president  of  Akorn
       Manufacturing,    Inc.,    the    Company's   manufacturing
       subsidiary.
</FN>                      
</TABLE>

                      ______________________________

          Stock Option Grants

                The  following  table provides information  concerning  the
          grant  of  options  to  purchase  Company  common  stock  to  the
          executive officers named in the Summary Compensation Table during
          the fiscal year ended June 30, 1995.  All options are exercisable
          at the fair market value  of  the  shares  on  the date of grant.
          Twenty-five percent of all the options granted, except the 35,000
          issued to Mr. Koch, became exercisable on the date  of  grant and
          25%  of  the options become exercisable on the first, second  and
          third anniversaries  of  the date of grant.  Thirty-three percent
          of the 35,000 options issued  to  Mr.  Koch became exercisable on
          the date of grant and 33% of such options  become  exercisable on
          the  first  and  second  anniversaries of the date of grant.   If
          there is a reorganization,  merger or consolidation involving the
          Company in which the Company  is not the surviving corporation or
          a transfer of substantially all of the property or more than two-
          thirds  of  the stock of the Company,  all  options  will  become
          immediately exercisable in full.
                                    
                                    Fiscal 1995 Option Grants

<TABLE>
<CAPTION>

                     No. of Options     % of Total Options Granted    Exercise   Expiration
Name                   Granted           to   Employees in 1995        Price       Date
_________________  ___________________ ____________________________ ____________ ___________
<S>                       <C>                      <C>                   <C>        <C>
Barry D. LeBlanc          34,000                   14.3                  $2.81      08/20/99
Wm. Kendall Albert        23,000                    9.7                   2.81      08/20/99
Harold O. Koch            23,000                    9.7                   2.81      08/20/99
Harold O. Koch            35,000                   14.7                   3.50      10/29/99
Timothy J. Toney          10,000                    4.2                   3.50      10/29/99

                                  ______________________________
</TABLE>

                          
                          Aggregate Option Exercises in Fiscal 1995 and
                                Option Values as of June 30, 1995

<TABLE>
<CAPTION>

                                                  No. of Unexercised       Value of Unexercised
                     No. of Shares                  Options at             In-the-Money Options
                      Acquired       Value        June  30, 1995            at June 30, 1995
                                             ___________________________ ___________________________
Name                 on Exercise   Realized  Exercisable Unexercisable   Exercisable  Unexercisable
_________________ _______________ __________ ___________ ______________  ____________ ______________
<S>                   <C>          <C>         <C>           <C>           <C>           <C>
Barry D. LeBlanc         0            $0       481,969       50,500        $179,743      $ 9,375
Wm. Kendall Albert    34,917       38,084      100,000       
Timothy J. Toney         0             0        40,833        9,167           2,917          208
Harold O. Koch           0             0        91,583       56,417           9,271        5,104
                                                                                            
</TABLE>

                                     ______________________________


          Employment Agreement

In connection with the Company's acquisition  of Akorn Manufacturing, Inc.
(formerly Taylor Pharmacal Company) ("AMI") in January,  1992,  AMI entered into
an employment agreement with Timothy J. Toney, who was at that time  an  officer
of  AMI.   Pursuant  to  the  agreement, which expired on December 13, 1994, Mr.
Toney was employed as president  of  AMI at an annual salary of $115,000 and was
entitled to an annual cash bonus equal  to  the  lesser of (i) 15% of his annual
salary or (ii) 2.55% of AMI's adjusted pre-tax earnings.   Also  pursuant to the
agreement,  Mr.  Toney  was eligible for benefits under the Company's  incentive
compensation program, health  and  accident  insurance,  vacation  benefits, and
other benefits available to employees of AMI.  This contract was not renewed and
subsequent to December 13, 1994 Mr. Toney continues to be employed as  President
of AMI, as well as Vice President - Manufacturing of the Company.


                           TRANSACTIONS WITH SHAREHOLDERS AND DIRECTORS

  Under  an agreement that was in effect from November 1990 through December
31, 1994, EJ Financial Enterprises, Inc., which is controlled by John N. Kapoor,
provided consulting  services  to  the Company for a monthly fee of $4,167, plus
expenses.  This agreement has been renewed,  with  the  monthly  fee  reduced to
$1,500,  for a term expiring on December 31, 1995, unless earlier terminated  by
either party on 30 days' notice.

   For  services  performed  by  Dr.  Kapoor in connection with the Company's
acquisition  of  Akorn Manufacturing, Inc.,  the  John  N.  Kapoor  Trust  dated
September 20, 1989  received,  among  other  things,  125,000  shares of Company
common stock which were subject to forfeiture if the market price of the Company
common stock were not to reach $5.00 by January 15, 1996.  At the  time  of this
issuance,  the  market  price  of  Company common stock was $3.50 per share.  In
August 1995, the Company, the Trust  and  Dr.  Kapoor  entered into an agreement
under  which (i) the forfeiture period was extended to January  15,  1998,  (ii)
forfeiture  would  not  occur  in  the  event that persons unaffiliated with Dr.
Kapoor acquire beneficial ownership of more  than  50% of the outstanding common
stock of the Company, and (iii) Dr. Kapoor waived his  right  to receive $40,000
otherwise payable to him by the Company for serving as Chairman  of the Board in
fiscal 1996.


 
                          INDEPENDENT  CERTIFIED  PUBLIC  ACCOUNTANTS

   A   representative   of  Deloitte  &  Touche,  the  Company's  independent
accountant for the fiscal year  ended  June  30, 1995, is expected to attend the
Meeting, will have an opportunity to make a statement if he wishes to do so, and
will be available to respond to appropriate questions.


                                          OTHER MATTERS

Quorum and Voting of Proxies

  The presence, in person or by proxy, of  a  majority  of  the  outstanding
shares  of  common  stock  of  the  Company is necessary to constitute a quorum.
Shareholders voting, or abstaining from  voting,  by  proxy on any issue will be
counted  as  present  for purposes of constituting a quorum.   If  a  quorum  is
present, (i) the election  of  the  eight directors to be elected at the Meeting
will be determined by plurality vote  (that is, the eight nominees receiving the
largest number of votes will be elected)  and  (ii) a majority of votes actually
cast will decide any other matter properly brought before the Meeting for a vote
of shareholders.  Shares for which proxy authority  to  vote for any nominee for
election as a director is withheld by the shareholder and  shares  that have not
been  voted  by  brokers who may hold shares on behalf of the beneficial  owners
("broker non-votes")  will  not  be  counted  as voted for the affected nominee.
With respect to any matter other than the election of directors, shares that are
not voted as a result of abstentions and broker non-votes will not be considered
cast in determining whether or not a majority of votes has been cast.

 Other Business

  Management  is unaware of any matter for action  by  shareholders  at  the
Meeting other than  those  described  in  the accompanying notice.  The enclosed
proxy, however, will confer discretionary authority  with  respect  to any other
matter that may properly come before the Meeting or any adjournment thereof.  It
is  the  intention  of  the  persons  named  in  the  enclosed  proxy to vote in
accordance with their best judgment on any such matter.

 Shareholder Proposals

  Any shareholder who desires to present a proposal qualified  for inclusion
in  the  Company's proxy materials for the 1996 annual meeting must forward the
proposal in  writing to the President of the Company at the address shown on the
first page of  this  proxy  statement  in time to arrive at the Company no later
than May 18, 1996.


                                    By Order of the Board of Directors


                                        /s/ George S. Ellis, M.D.
                                        George S. Ellis, M.D.
                                             Secretary

          Abita Springs, Louisiana
          September 15, 1995








PROXY       This Proxy is Solicited on Behalf of the Board of Directors of
                                             AKORN, INC.
The  undersigned  hereby constitutes and appoints John N. Kapoor, Ph.D. 
or Barry D. LeBlanc, or either of them, proxies for the undersigned, with  
full power of substitution, to represent the undersigned and to vote, as 
designated below, all of the shares of Common Stock of Akorn,  Inc.  
(the "Company") that the undersigned is entitled to vote held of record by 
the undersigned on September 15, 1995, at the annual meeting of shareholders  
of the Company to be held on October 28, 1995 (the "Annual Meeting"), and at 
any and all adjournments thereof.

  The Board of Directors recommends a vote FOR the nominees listed below.

1.  Election of Directors.
   FOR __ all nominees listed below (except as    WITHHOLD  AUTHORITY ___ to 
          marked to the contrary below)             vote for all nominees
                                                         listed below

INSTRUCTIONS: To withhold authority to vote for any individual nominee, strike
             a line through the nominee's name in the list below:

  Daniel E. Bruhl, M.D.       George S. Ellis, M.D.    John N. Kapoor, Ph.D.   
  David H. Turner, M.D.       J. Ed Campbell, M.D.        Doyle S. Gaw 
  Barry D. LeBlanc            Lawrence A. Yannuzzi,  M.D.

2.  In their discretion to vote upon such other business as may properly come
               before the Annual Meeting or any adjournment thereof.
                                                 
                           (Please See Reverse Side)

This proxy when properly executed will be voted in the manner directed herein 
by the undersigned shareholder.  If no direction is made, this proxy will be  
voted FOR the nominees listed over.  The individuals designated above will vote 
in their discretion on any other matter that may properly come before the 
meeting.

                             Date:  ____________________, 1995

                             __________________________________
                                    Signature of Shareholder

                             ___________________________________
                                   Signature if held jointly
                                                                        
                                Please sign exactly as name
                                appears  on the certificate or
                                certificates      representing
                                shares  to  be voted  by  this
                                proxy, as shown  on  the label
                                to the left.  When signing  as
                                executor,       administrator,
                                attorney, trustee, or guardian
                                please  give  full   title  as
                                such.    If   a   corporation,
                                please  sign  full corporation
                                name by president or other au-
                                thorized   officer.     If   a
                                partnership,  please  sign  in
                                partnership name by authorized
                                persons.


Please  mark, sign, date and return this proxy promptly using the enclosed
envelope.