As filed with the Securities and Exchange Commission on July 14, 1997.
                                            Registration No. 333-        




                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.   20549

                                 __________

                                  FORM S-8

                           REGISTRATION STATEMENT
                                   under
                         THE SECURITIES ACT OF 1933



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

         Louisiana                                       72-0717400
(State or other jurisdiction                          (I.R.S. Employer
of incorporation or organization)                    Identification No.)
                        100 Tri-State International
                                  Suite 100
                      Lincolnshire, Illinois 60069-4404
                      (Address, including zip code, of
                  registrant's principal executive offices)

      Amended and Restated Akorn, Inc. 1988 Incentive Compensation Program
                         (Full title of the plan)

                                 __________
                             Rita J. McConville
                Vice President - Finance and Administration
                         100 Tri-State International
                                  Suite 100
                       Lincolnshire, Illinois 60069-4404
                                (847) 236-3800
            (Name, address, including zip code, and telephone number,
                    including area code, of agent for service)

                                   Copy to:

                              Margaret F. Murphy
           Jones, Walker, Waechter, Poitevent, Carrere & Denegre, L.L.P.
                            201 St. Charles Avenue
                       New Orleans, Louisiana 70170-5100

<TABLE>
<CAPTION>
                        CALCULATION OF REGISTRATION FEE


                        Amount          Proposed maximum   Proposed maximum    Amount of
Title of securities     to be            offering price        aggregate      registration
to be registered       registered(1)       per unit        offering price        fee
- -------------------    -------------    ----------------   ----------------   ------------     
<S>                    <C>                <C>                <C>              <C>
Common Stock
($.01 par value per    1,000,000 shares   $    2.25(2)       $2,250,000(2)    $  681.82(2)
share)....

</TABLE>


(1)  A total of 1,000,000 shares were previously registered  on each of Form
     S-8  Registration  Statement  No.  33-24970  and  Form S-8 Registration
     Statement  No. 33-70686 for issuance through the Amended  and  Restated
     Akorn, Inc.  1988  Incentive Compensation Program.  Upon a stock split,
     stock dividend or similar  transaction  in  the  future  and during the
     effectiveness of this Registration Statement involving Common  Stock of
     the  Company,  the  number  of shares registered shall be automatically
     increased to cover the additional shares in accordance with Rule 416(a)
     under the Securities Act of 1933.
(2)  Estimated solely for the purpose  of  calculating  the registration fee
     pursuant to Rule 457(c) under the Securities Act of  1933, based on the
     average of the high and low price per share of the Common  Stock on The
     Nasdaq Stock Market on July 9, 1997.


                             PART II

        INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

     The  following  documents,  which  have been filed by Akorn, Inc.  (the
"Company") with the Securities and Exchange  Commission  (the "Commission"),
are incorporated herein by reference:

     (a)  The  Company's  Report  on  Form  10-K for the fiscal  year  ended
June 30, 1996 and the transition period from  July  1,  1996 to December 31,
1996  filed pursuant to Section 13 of the Securities Exchange  Act  of  1934
(the "1934 Act");

     (b)  The  Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1997;

     (c)  All other  reports  filed  by  the  Company  with  the  Commission
pursuant to Section 13 of the 1934 Act since December 31, 1996; and

     (d)  The  description  of  the Company's Common Stock set forth in  the
Company's Registration Statement  on  Form 10 effective August 15, 1986 (No.
0-13976, as amended by the Company's amendment on Form 8 to its Form 10), as
modified by the Company's Quarterly Report  on  Form  10-Q  for  the quarter
ended September 30, 1986.

     All  documents  filed  by  the Company with the Commission pursuant  to
Sections 13(a), 13(c), 14 and 15(d)  of  the 1934 Act subsequent to the date
of this Registration Statement and prior to  the  filing of a post-effective
amendment that indicates that all securities offered  have been sold or that
deregisters all securities then remaining unsold shall, except to the extent
otherwise provided by Regulation S-K or any other rule  promulgated  by  the
Commission,  be  deemed to be incorporated by reference in this Registration
Statement and to be part hereof from the date of filing of such documents.

Item 4.   Description of Securities.

     Not applicable.

Item 5.   Interests of Named Experts and Counsel.

     Not applicable.

Item 6.   Indemnification of Directors and Officers.

     Section 83 of  the  Louisiana Business Corporation Law provides in part
that a corporation may indemnify any director, officer, employee or agent of
the corporation, against expenses  (including  attorneys'  fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred by him
in connection with any action, suit or proceeding to which he  is  or  was a
party or is threatened to be made a party (including any action by or in the
right of the corporation) if such action arises out of his acts on behalf of
the corporation and he acted in good faith not opposed to the best interests
of  the corporation, and, with respect to any criminal action or proceeding,
had no  reasonable  cause to believe his conduct was unlawful; provided that
in case of actions by  or  in  the  right  of the corporation, the indemnity
shall be limited to expenses (including attorney's  fees and amounts paid in
settlement which in the judgment of the board of directors do not exceed the
estimated  expense  of  litigating  the action to conclusion)  actually  and
reasonably incurred in connection with  the  defense  or  settlement of such
action and no indemnification shall be available if such person  shall  have
been  adjudged  to be liable for negligence or misconduct in the performance
of his duty to the  corporation unless and only to the extent that the court
shall determine otherwise.   Any such indemnification (unless ordered by the
court) shall be made by the corporation  only  as authorized in the specific
case upon a determination that the applicable standard  of  conduct has been
met.   To  the  extent  that a director, officer or employee or agent  of  a
corporation has been successful on the merits or otherwise in defense of any
such action, suit or proceeding,  or  of  any  claim  therein,  he  shall be
indemnified  against  expenses  (including  attorney's  fees)  actually  and
reasonably incurred by him in connection therewith.

     The  Board  of  Directors of a corporation may authorize the payment of
expenses of defending  a  suit, action or proceeding in advance of the final
disposition  thereof,  upon receipt  of  an  undertaking  that  the  amounts
advanced will be repaid  if  it  is ultimately determined that the person to
whom or on whose behalf the advances were made was not, in fact, entitled to
indemnification by the corporation.

     The indemnification provisions  of  the  Louisiana Business Corporation
Law are not exclusive; however, no corporation  may indemnify any person for
willful or intentional misconduct.  A corporation  has  the  power to obtain
and maintain insurance, or to create a form of self-insurance  on  behalf of
any person acting for the corporation, regardless of whether the corporation
has  the  legal  authority  to  indemnify  the  insured  person against such
liability.

     Article  V,  Section 1 of the By-laws of the Company provides  in  part
that the Company will  indemnify  any  director  or  former  director of the
Company, any officer or former officer of the Company, or any person serving
at  the  request  of  the Company as an officer, director or in any  similar
capacity  with  respect to  another  entity  ("Indemnified  Party")  against
expenses (including  attorney's  fees), judgments, fines and amounts paid in
settlement actually and reasonably  incurred  by  the  Indemnified  Party in
connection  with  any  action,  suit or proceeding, whether civil, criminal,
administrative  or  investigative and  whether  made  judicially  or  extra-
judicially, including  any  action  by  or  in the right of the Company (the
"Claim"), involving an Indemnified Party, if he acted in good faith and in a
manner he reasonably believed to be in or not  opposed to the best interests
of the Company, and, with respect to any criminal  action or proceeding, had
no reasonable cause to believe his conduct was unlawful.   However,  in  the
case  of  actions  by or in the right of the Company, the indemnity shall be
limited  to  expenses   (including  attorneys'  fees  and  amounts  paid  in
settlement not exceeding,  in  the  judgment  of the board of directors, the
estimated  expense  of  litigating  the action to conclusion)  actually  and
reasonably incurred in connection with  the  defense  or  settlement of such
action, and no indemnification shall be made in respect of  any claim, issue
or matter as to which such person shall have been adjudged to  be liable for
negligence or misconduct in the performance of his duty unless and  only  to
the  extent  that a court shall determine upon application that, despite the
adjudication of liability, but in view of all the circumstances of the case,
the Indemnified  Party  is  fairly  and reasonably entitled to indemnity for
such expenses which the court shall deem proper.

     The expenses incurred in defending a claim shall be paid by the Company
in advance of the final disposition thereof to an Indemnified Party upon the
receipt of an undertaking by or on behalf  of the Indemnified Party to repay
the amount of such advanced expenses if it is  ultimately determined that he
or  she  is  not  entitled  to  be  indemnified  by the  Company  under  the
circumstances.  The board of directors may determine, by special resolution,
not to have the Company pay such expenses in advance.

     The  By-laws  also  contain  provisions  permitting   the  purchase  of
insurance to protect officers and directors whether or not the Company would
have  the right to indemnify such person for such liability under  Louisiana
law.

Item 7.   Exemption From Registration Claimed.

     Not applicable.

Item 8.   Exhibits.

     5    Opinion  of Jones, Walker, Waechter, Poitevent, Carrere & Denegre,
          L.L.P.

     23.1 Consent of Deloitte & Touche LLP.

     23.2 Consent of  Jones, Walker, Waechter, Poitevent, Carrere & Denegre,
          L.L.P. (included in Exhibit 5).

Item 9.   Undertakings.

     (a)  The undersigned registrant hereby undertakes:

          (1)  To file, during any period in which offers or sales are being
made, a post-effective  amendment  to this registration statement to include
any  material information with respect  to  the  plan  of  distribution  not
previously disclosed in the registration statement or any material change to
such information in the registration statement.

          (2)  That,  for the purpose of determining any liability under the
Securities Act of 1933,  each  such post-effective amendment shall be deemed
to  be  a new registration statement  relating  to  the  securities  offered
therein, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.

          (3)  To  remove  from  registration  by  means of a post-effective
amendment any of the securities being registered which  remain unsold at the
termination of the offering.

     (b)  The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933,  each  filing of
the registrant's annual report pursuant to section 13(a) or section 15(d) of
the  Securities Exchange Act of 1934 (and, where applicable, each filing  of
an employee  benefit  plan's  annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934)  that  is  incorporated by reference in the
registration statement shall be deemed to be  a  new  registration statement
relating  to  the  securities  offered  therein,  and the offering  of  such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

     (c)  Insofar  as  indemnification  for liabilities  arising  under  the
Securities  Act  of  1933  may  be  permitted  to  directors,  officers  and
controlling persons of the registrant pursuant to  the foregoing provisions,
or otherwise, the registrant has been advised that in  the  opinion  of  the
Securities  and  Exchange  Commission such indemnification is against public
policy as expressed in the Act  and  is,  therefore,  unenforceable.  In the
event that a claim for indemnification against such liabilities  (other than
the  payment  by  the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense of
any action, suit or  proceedings)  is  asserted by such director, officer or
controlling person in connection with the  securities  being registered, the
registrant will, unless in the opinion of its counsel the  matter  has  been
settled   by  controlling  precedent,  submit  to  a  court  of  appropriate
jurisdiction  the  question of whether such indemnification by it is against
public policy as expressed  in  the  Act  and  will be governed by the final
adjudication of such issue.


                                  SIGNATURES

   Pursuant to the requirements of the Securities Act of 1933, the Registrant 
certifies that it has  reasonable  grounds  to believe that it meets  all the 
requirements for filing on Form S-8  and  has  duly  caused this Registration 
Statement  to  be signed  on  its  behalf by the undersigned, thereunto  duly 
authorized, in the City of New Orleans,  State of Louisiana, on May 23, 1997.

                                          AKORN, INC.


                                          /s/ John N. Kapoor
                                          -----------------------------       
                                                 John N. Kapoor, Ph.D.
                                                Chief Executive Officer

                              POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears 
immediately below constitutes and appoints John N. Kapoor, Ph.D. and Rita J. 
McConville, and each of them acting individually, his true and lawful attorney-
in-fact and agent, with full power of substitution,  for  him  and in his name, 
place and stead, in any and all capacities, to sign any and all amendments 
(including post-effective amendments) to this Registration Statement, and to 
file  the  same with all exhibits thereto, and other documents in connection  
therewith,  with  the  Securities and Exchange Commission, granting  unto  said
attorney-in-fact and agent full power  and  authority  to do and perform each
and every act and thing requisite and necessary to be done, as fully to  all  
intents  and purposes as he might or could do in person, hereby ratifying and 
confirming all that said attorney-in-fact and agent or his substitute or 
substitutes may lawfully do or cause to be  done  by  virtue hereof.

      Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,
as amended, this Registration Statement has been signed by the following 
persons in the  capacities  and  on the dates indicated.

       Signature                       Title                     Date
       ---------                       -----                     ----

 /s/ John N. Kapoor               Chief Executive             May 23, 1997
- -----------------------         Officer and Director   
 John N. Kapoor, Ph.D.     (Principal Executive Officer)
                          


/s/ Rita J. McConville       Vice President - Finance         May 23, 1997
- -----------------------         and Administration
  Rita J. McConville      (Principal Financial Officer
                         and Principal Accounting Officer)
        

/s/ Floyd Benjamin                    Director                May 23, 1997
- -----------------------
     Floyd Benjamin


/s/ Daniel E. Bruhl                   Director                May 23, 1997
- ----------------------- 
 Daniel E. Bruhl, M.D.


/s/ Doyle S. Gaw                      Director                May 23, 1997
- -----------------------      
      Doyle S. Gaw


                                EXHIBIT INDEX

                                                              Sequentially
Exhibit                                                         Numbered 
Number                     Description of Exhibits                Page
- -------                    -----------------------                ----

5                    Opinion of Jones, Walker, Waechter,
                     Poitevent, Carrere & Denegre, L.L.P.

23.1                 Consent of Deloitte & Touche LLP.

23.2                 Consent of Jones, Walker, Waechter,
                     Poitevent, Carrere & Denegre, L.L.P. 
                     (included in Exhibit 5).






                                                 EXHIBIT 5


                         Jones, Walker
                       Waechter, Poitevent
                    Carrere & Denegre, L.L.P.



                          July 14, 1997





Akorn, Inc.
100 Tri-State International
Suite 100
Lincolnshire, Illinois  60069-4404

Gentlemen:

     We have acted as counsel for Akorn, Inc., a
Louisiana corporation (the "Company"), in connection with
the preparation of a Registration Statement on Form S-8
(the "Registration Statement") to be filed by the Company
with the Securities and Exchange Commission under the
Securities Act of 1933, as amended, relating to the
offering by the Company of 1,000,000 shares (the
"Shares") of common stock, $.01 par value for each share,
pursuant to the terms of the Akorn, Inc. Amended and
Restated 1988 Incentive Compensation Program (the
"Plan").

     Based upon the foregoing and upon our examination of
such matters as we deem necessary to furnish this
opinion, we are of the opinion that the Shares have been
duly authorized and, when issued for at least par value
upon the terms described in the Plan and the Registration
Statement, will be validly issued and outstanding, fully
paid and nonassessable.

     We consent to the filing of this opinion as an
exhibit to the Registration Statement.

                     Very truly yours,
                
                     JONES, WALKER, WAECHTER,
                        POITEVENT, CARRERE & DENEGRE, L.L.P.



                      By:  /s/ Margaret F. Murphy

                         ----------------------------------
                            Margaret F. Murphy, Partner





                                                 EXHIBIT 23.1


INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in this
Registration Statement of Akorn, Inc. on Form S-8 of our
report dated March 17, 1997, appearing in the Annual
Report on Form 10-K of Akorn, Inc. for the six months
ended December 31, 1996.


/s/ Deloitte & Touche LLP

DELOITTE & TOUCHE LLP
New Orleans, Louisiana

July 10, 1997