SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.   20549


                            FORM 8-K


                         CURRENT REPORT

               Pursuant to Section 13 or 15(d) of the
                  Securities Exchange Act of 1934


                          May 7, 1996
           Date of Report (Date of earliest event reported)


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


   LOUISIANA                     0-13976                   72-0717400
(State or other jurisdiction   (Commission               (I.R.S. Employer
   of incorporation)           File Number)           Identification Number)




                       100 Akorn Drive
                  Abita Springs, Louisiana 70420
             (Address of principal executive offices) (Zip Code)




                           (504) 893-9300
             (Registrant's telephone number, including area code)



                           Not Applicable
         (Former name or former address, if changed since last report)




<PAGE>

          Item 5.   Other Events.

               On  May  7,  1996,  Akorn, Inc., ("Akorn")  entered  into  a
          definitive  agreement to acquire  Pasadena  Research  Labs,  Inc.
          ("PRL"),  a  specialized  distributor  of  injectables  based  in
          southern  California.  Subject  to  further  due  diligence,  the
          acquisition  is  expected  to  occur  on or before June 30, 1996.
          Akorn  will  issue 1.4 million shares of  its  common  stock,  in
          exchange for all  of  the oustanding shares of PRL, in a transaction
          expected to be accounted for as a pooling-of-interest transaction.   
          The acquisition and third-quarter 1996 financial results are 
          described in the press release filed herewith as Exhibit 99.1.



          Item 7.   Financial Statements and Exhibits.

               (a)  No financial statements are filed with this report.

               (b)  Exhibits.

                    99.1 Press release issued by Akorn, Inc. on May 7, 1996
                         announcing  the  definitive  agreement  to acquire
                         Pasadena  Research  Labs,  Inc.  and third quarter
                         financial results.



<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 hereunto duly authorized.


                                             By:   /s/ Eric M. Wingerter
                                                  _______________________
                                                   Eric M. Wingerter
                                                Chief Financial Officer


          Dated:  May 7, 1996





AT AKORN:                          AT FRB:
Barry LeBlanc    Eric Wingerter    Jack Queeney    Kathy Brunson
President & CEO  VP-Finance        General Information Analyst
Contact
(504) 893-9300                     (312) 640-6726  (312) 640-6696



FOR IMMEDIATE RELEASE
TUESDAY, MAY 7, 1996


             AKORN ACQUIRES INJECTABLE DISTRIBUTOR;
                 REORGANIZES INTO TWO DIVISIONS;
                 ANNOUNCES THIRD-QUARTER RESULTS


ABITA SPRINGS, LA, May 7, 1996 -- Akorn, Inc. (Nasdaq:  AKRN)
today announced that it has signed a definitive agreement to
acquire Pasadena Research Labs, Inc. ("PRL"), a specialized
distributor of injectables based in southern California.  Akorn
will issue 1.4 million shares of its common stock, in exchange
for all of the outstanding shares of PRL, in a pooling-of-
interest transaction.

     Akorn also announced that it will reorganize its operations
into two distinct divisions. John N. Kapoor, current chairman of
Akorn, will assume the title of chief executive officer.  Barry
D. LeBlanc, current president and chief executive officer of the
company, will become president of the Ophthalmic Division, will
have the title of executive vice president of the company, and
will continue on the Board.  Floyd Benjamin, current president
and chief executive officer of PRL, will become president of the
Injectable Division,
 will be an executive vice president of
Akorn, and will be appointed to the Board of Directors.

     Commenting on the acquisition and the reorganization, Kapoor
said, "The acquisition of Pasadena Research Labs will form the
cornerstone of Akorn's strategy to expand its presence in the
injectable market.  This, together with Akorn's current
involvement in the contract manufacture of injectables, primarily
for multi-national pharmaceutical companies, will presently give
us a $13-$14 million injectable division."

     LeBlanc added, "The formation of an ophthalmic division will
allow Akorn to better concentrate on its historical core business
of supplying office practice products, which includes
diagnostics, therapeutics, OTCs and surgical products to
ophthalmologists and optometrists and further expand its generic
pharmaceutical line.  Prime growth strategies in this area will
continue to involve product development and licensing activities
in an effort to leverage Akorn's 20,000_strong customer base of
practitioners."

     The PRL product line comprises approximately 20-25 products.
A significant number are distributed under the PRL label,
generating approximately $5 million in annual sales.  This
operation is currently profitable.

     Commenting on the acquisition, Floyd Benjamin stated, "The
combination of Pasadena's product line and pipeline of products
in development_with Akorn's capabilities in the areas of sterile
manufacturing, distribution and R&D_should result in a very
competitive business in the $4 billion generic sterile injectable
arena.  In addition, the strategic plan for the two operations
complement each other exceptionally well."

Third-Quarter Results
Net income for the third quarter of fiscal 1996 was $355,000, or
2 cents per share, on sales of $7.6 million compared with net
income of $228,000, or 1 cent per share, on sales of $7.5 million
in the year-ago period.  Akorn recognized net income of $1.3
million, or 8 cents per share, on revenues of $22.9 million for
the first nine months of fiscal 1996.  In the comparable period
for fiscal 1995, Akorn reported net income of $1.6 million, or 10
cents per share, on revenues of $24.4 million.

     "These results were slightly below our expectations
primarily due to weak sales of our generic products in the retail
sector.  This was partially due to the effect of harsh weather
throughout the second and third fiscal quarters resulting in
higher than expected inventory levels at several wholesalers,"
said LeBlanc.  "However, sales of office practice products to
ophthalmologists and optometrists, our core ophthalmic business,
continue to increase at double-digit rates over prior-year
results."

Review Of Results
Net sales for the quarter ended March 31, 1996, were $7.6
million, up 2 percent from last year's $7.5 million.  In addition
to the effects of wholesaler overstocking noted above, temporary
shortages on certain distributed products also affected company
sales for the quarter.  Gross profit declined 3 percent from $2.7
million to $2.6 million.  Gross margins declined 150 basis
points, primarily due to a larger percentage of wholesaler
chargebacks to sales.

     Operating expenses declined 5 percent during the quarter,
while research and development expenditures remained relatively
stable at approximately 3 percent of sales.  The company's
effective tax rate was 37 percent for the quarter compared to 30
percent for the comparable period in the prior year.

     Net sales for the nine months ended March 31, 1996, were
$22.9 million or 6 percent lower than the year-ago's $24.4
million.  This decline was primarily associated with the loss in
sales of AK-Con-A, Akorn's highest-margin product at nearly 75
percent, beginning in the third quarter of fiscal 1995.  While
the over-the-counter version of this product has been approved
and licensed to Pfizer, the royalty stream from Pfizer only began
in the latter part of the current quarter.  Gross profit declined
16 percent from $9.9 million to $8.3 million.  Gross margins
declined 430 basis points primarily due to the loss of AK-Con-A.

     Operating expenses declined 14 percent during the nine-month
period ended March 31, 1996, as compared to the same period in
the previous year, while research and development expenditures
increased 23 percent.

Outlook
Commenting on these results, LeBlanc said, "While increased price
competition in the generic market is expected to continue to
affect sales and margins of Akorn's ophthalmic generic products,
the introduction of in-house manufactured generic products should
partially compensate for the decline in that segment of our
business.  In addition, with continued emphasis on sales to
ophthalmologists and optometrists, continued successes in
business development efforts, and the royalty stream from our NDA
product licensed to Pfizer, the ophthalmic division is expected
to show improved results beginning in the fourth quarter."

     LeBlanc continued, "While results from our injectable
contract manufacturing business for the current quarter are
slightly ahead of last year, the company continues to experience
weakness due to a recent shift by several contract customers to
evaluate the economics surrounding their injectable products.
With the acquisition of PRL and other recent efforts the company
is well positioned for growth in the injectable division."

     Akorn Inc. manufactures, markets and distributes sterile
ophthalmic and injectable pharmaceuticals, and markets and
distributes an extensive line of ophthalmic products.

     The information contained in this news release, other than
historical information, consists of forward-looking statements
that involve risks and uncertainties that could cause actual
results to differ materially from those described in such
statements.  Such statements regarding the timing of acquiring
and developing new products, of bringing them on line and of
deriving revenues and profits from them, as well as the effects
of those revenues and profits on the company's margins and
financial position, is uncertain because many of the factors
affecting the timing of those items are beyond the company's
control.


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


CONSOLIDATED STATEMENT OF EARNINGS                      
In thousands, except per share amounts                  

                    Three months ended March 31, Nine months ended March 31,  
                          1996   1995  %Chg     1996    1995    %Chg
                         ______ ______ ______  _______ _______ ______
Net sales                $7,625 $7,502   1.6%  $22,901 $24,428   -6.3%       
Cost of sales             4,983  4,791   4.0%   14,562  14,484    0.5%       
                         _______ ______         _______ ______    
Gross profit              2,642  2,711  -2.5%    8,339   9,944  -16.1%
                                                                  
Selling, general and 
 administrative           1,842  1,936  -4.9%    5,743   6,654  -13.7%
Research and development    226    211   7.1%      689     562   22.6%
                          ______ ______          ______  _____     
Operating income            574    564   1.8%    1,907   2,728  -30.1%
Interes & Other Income  
  (expense), net            (10)  (238) -95.8%      87    (186)-146.8%
                          ______ ______          _____   _____  
Pretax income               564    326  73.0%    1,994   2,542  -21.6%
Income taxes                209     98 113.3%      738     922  -20.0%
                          ______ ______          _____  ______    
Net income                 $355   $228  55.7%   $1,256  $1,620  -22.5%
                          ====== ======          =====  ======  
Per share:                                                        
  Net income              $0.02  $0.01 100.0%    $0.08   $0.10  -20.0%
                         ======= ======          ====== ======
Weighted average share   15,416 15,520  -0.7%   15,326  15,447   -0.8%
                         ======= ======          ====== ====== 
 

CONSOLIDATED BALANCE SHEETS
(in thousands)
                                      March 31,     June 30,
                                         1996         1995
                                      ___________  _________
Assets                       
Cash and investments                     $2,076       $2,336
Accounts receivable, net                  5,219        4,919
Other current assets                      9,031        7,048
                                      ___________  __________
  Total current assets                   16,326       14,303

Property, plant and equipment, net       11,522       10,996
Other assets                              1,031          957
                                      ___________  ___________
  Total assets                          $28,879      $26,256
                                      ===========  ===========
                                                             
Liabilities and shareholders' equity
Short-term borrowings                      $550    $      -   
Current portion of long-term debt and       
 capital leases                             814          642
Trade accounts payable                    2,115        1,719
Income taxes payable                        707          782
Accrued reorganization costs                384          727
Deferred royalty                            917
Other accrued expenses                    2,739        2,531
                                      ____________  __________
  Total current liabilities               8,226        6,401

Long-term debt and capital leases         3,730        3,900
Other long-term liabilities                 609          957

Shareholders' equity                     16,314       14,998
                                       ___________  __________
  Total liabilities and 
   shareholders' equity                 $28,879      $26,256
                                       ===========  ==========