As filed with the Securities and Exchange Commission on May 25, 1999
Registration No. 333-

SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
FORM S-8
 REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

GLOBAL PHARMACEUTICAL CORPORATION
 (Exact Name of Registrant as Specified in its Charter)

         Delaware                                          65-0403311
(State or Other Jurisdiction of                 (I.R.S. Employer Identification
of Incorporation or Organization)                              Number)	

Castor & Kensington Avenues
Philadelphia, Pennsylvania 19124
(Address of Principal Executive Offices) (Zip Code)
GLOBAL PHARMACEUTICAL CORPORATION 1995 STOCK INCENTIVE PLAN
 (Full Title of the Plan)
BARRY R. EDWARDS
GLOBAL PHARMACEUTICAL CORPORATION
 Castor & Kensington Avenues
Philadelphia, Pennsylvania 19124
(Name and Address of Agent For Service)
Telephone Number, Including Area Code, of Agent for Service: (215) 289-2220

Copies of all communications, including all communications sent to
the agent for service, should be sent to:
SHELDON G. NUSSBAUM, ESQ.
 Fulbright & Jaworski L.L.P.
666 Fifth Avenue
New York, New York 10103
(212) 318-3000

                                                   CALCULATION OF REGISTRATION FEE
-----------------------------------------------------------------------------------------------------------------------------------
                                                              Proposed Maximum           Proposed Maximum
Title Of Securities To Be           Amount To Be              Offering Price Per         Aggregate Offering        Amount Of
Registered                          Registered(1)             Share(2)                   Price(2)                  Registration Fee
------------------------------------------------------------------------------------------------------------------------------------
Common Stock, $.01 par             200,000 shares               $2.953125                   $590,625                   $165
value
====================================================================================================================================	

(1) Represents the number of additional shares of Common Stock that may be purchased upon exercise of options granted under the Global Pharmaceutical Corporation 1995 Stock Incentive Plan.
(2) The price is estimated in accordance with Rule 457(h)(1) under the Securities Act of 1933, as amended, solely for the purpose of calculating the registration fee, based on the average of the high and low prices of the Common Stock as reported on the Nasdaq SmallCap Market on May 24, 1999.

PART I
INFORMATION REQUIRED IN THE PROSPECTUS
The document(s) containing the information called for in Part I of Form S-8 will be sent or given to individuals awarded options under the Global Pharmaceutical Corporation 1995 Stock Incentive Plan adopted by Global Pharmaceutical Corporation and is not being filed with or included in this Form S-8 in accordance with the rules and regulations of the Securities and Exchange Commission.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
The contents of the Registration Statements on Form S-8 (Registration No. 333-41595 and No. 333-58345) of Global Pharmaceutical Corporation, as filed with the Securities and Exchange Commission on December 5, 1997 and July 1, 1998, respectively, are incorporated herein by reference.
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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 of 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 Philadelphia, State of Pennsylvania on the 25th day of May, 1999.
GLOBAL PHARMACEUTICAL
CORPORATION

By: /s/ Barry R. Edwards
    -------------------------
        Barry R. Edwards
        President and
        Chief Executive Officer	

POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature appears below constitutes and appoints Barrly R. Edwards and Cornel C. Spiegler, or either of them, his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, 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 all documents in connection therewith, with the Securities and Exchange Commission, granting said attorney-in-fact and agent, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, 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 either of them, or their 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, this registration statement has been signed by the following persons in the capacities and on the dates indicated:

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

/s/ Barry R. Edwards          President, Chief Executive           May 25, 1999
---------------------------   Officer (Principal Executive
Barry R. Edwards              Officer) and Director	

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/s/ Cornel C. Spiegler        Vice President -- Administration     May 25, 1999
---------------------------   and Chief Financial Officer
Cornel C. Spiegler            (Principal Financial Officer
                              and Principal Accounting Officer)

/s/ Robert L. Burr            Director                             May 25, 1999
---------------------------
Robert L. Burr

/s/ Philip R. Chapman         Director                             May 25, 1999
---------------------------
Philip R. Chapman

/s/ David J. Edwards          Director                             May 25, 1999
---------------------------
David J. Edwards

/s/ Gary Escandon             Director                             May 25, 1999
---------------------------
Gary Escandon

/s/ George F. Keane           Director                             May 25, 1999
---------------------------
George F. Keane

/s/ Michael Markbreiter       Director                             May 25, 1999
---------------------------
Michael Markbreiter

                              Director                             May 25, 1999
---------------------------
Max L. Mendelsohn

/s/ John W. Rowe              Director                             May 25, 1999
---------------------------
John W. Rowe, M.D.

/s/ Udi Toledano              Director                             May 25, 1999
---------------------------
Udi Toledano	

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INDEX TO EXHIBITS

Exhibit
  No.          Description
-------        -----------

4.1*     --    Global Pharmaceutical Corporation 1995 Stock Incentive Plan, as
               amended.

4.2*     --    Form of Incentive Stock Option Agreement.

4.3      --    Amendments to Global Pharmaceutical Corporation 1995 Stock
               Incentive Plan.

5        --    Opinion of Fulbright & Jaworski L.L.P.

23.1     --    Consent of PricewaterhouseCoopers LLP.

23.2     --    Consent of Fulbright & Jaworski L.L.P. (included
               in Exhibit 5).

24       --    Power of Attorney (included in signature page).	

* Incorporated by reference from the Registration Statement on Form S-8 (No. 333-41595) of Global Pharmaceutical Corporation, previously filed with the Securities and Exchange Commission on December 5, 1997.

EXHIBIT 4.3
Paragraph (a) of Section 2 of the 1995 Stock Incentive Plan is amended to read in its entirety as follows:
"(a) Types of Awards. Under the Plan, the Company may in its sole discretion grant, with respect to the Company's common stock, par value $.01 per share ("Common Stock") Options ("Options") to key employees and consultants (together, the "Key Employees") and to directors of the Company (the "Directors"), each as authorized by action of the Board of Directors of the Company (or, except in the case of grants to Directors, a committee designated by the Board of Directors), and in addition to the foregoing, the Company shall, subject to the terms and conditions hereof, grant to each director of the Company who is not an employee and who was not a director on or before September 1, 1995 (an "Eligible Director") and to each director of the Company who is not an employee and who was a director on or before September 1, 1995 (a "Pre-IPO Director"), Options in accordance with the formula set forth in Section 7 hereof. As used in the Plan, an "Award" shall mean an Option and an "Award Owner" shall mean the owner of an Option. Options granted pursuant to the Plan to Key Employees (including 10% stockholders of the Company and its Subsidiaries but excluding consultants) may be either incentive stock options ("Incentive Stock Options") meeting the requirements of Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"), or non-statutory options ("Non-Statutory Stock Options"), which are not intended to or do not meet the requirements of Code Section 422. All Options granted to Directors and consultants pursuant to the Plan shall be only Non-Statutory Stock Options."
Subparagraph (ii) of paragraph (a) of Section 3 of the 1995 Stock Incentive Plan is amended to read in its entirety as follows:
"(ii) A Key Employee (other than a consultant) may be granted Incentive Stock Options and/or Non-Statutory Stock Options. Directors and consultants may only be granted Non-Statutory Stock Options. A Key Employee or Director who has been granted an Award may, if he or she is otherwise eligible, be granted one or more additional Awards if the Committee shall so determine."
Section 4 of the 1995 Stock Incentive Plan is amended to read in its entirety as follows:
"Subject to adjustment as provided in Section 13 below, the maximum number of shares of Common Stock of the Company that may be issued and sold pursuant to Options granted under the Plan is 950,000 shares in the

aggregate (one share per Option). The maximum number of shares of Common Stock with respect to which Options may be granted under the Plan to any Key Employee shall not exceed 100,000 shares during any calendar year."
The 1995 Stock Incentive Plan is amended by adding the following new paragraph (h) to Section 6 thereof:
"(h) Except as set forth in Section 7, any Director of the Company shall be granted Awards only if such person has been selected for participation and the terms and provisions of such Awards have been determined by the Board of Directors. The purchase price per share of stock issuable upon the exercise of an Option granted pursuant to this Section 6(h) shall be the Fair Value on the date that such Option is granted. Each Award to a Director shall expire on such date as the Board of Directors shall determine on the date such Award is granted, but in no event after the expiration of ten (10) years from the date on which such Award is granted, and in all cases each Award shall be subject to earlier termination as provided in the Plan.
An Award granted to a Director may be exercised, and payment shall be made upon exercise of such Award, only to the extent that such Award has vested. Awards shall vest in accordance with the schedule or terms set forth in the Award agreement executed by the Award Owner and a duly authorized officer of the Company. The Board of Directors may accelerate the vesting of any Option granted pursuant to this
Section 6(h). Unless otherwise determined by the Board of Directors, if a Director ceases to serve as a director of the Company, the Options that have been previously granted to that Director pursuant to this
Section 6(h) and that are vested as of the date of such cessation may be exercised by the Director after the date such Director ceases to be a director of the Company or Subsidiary. If a Director dies while a director of the Company, the Options that have been previously granted to that Director and that are vested as of the date of such death may be exercised by the administrator of the Director's estate, or by the person to whom such Options are transferred by will or the laws of descent and distribution. In no event, however, may any Option be exercised after the expiration date of such Option. Any Option or portion thereof that is not exercised during the applicable time period specified above shall be deemed terminated at the end of the applicable time period for purposes of Section 4 hereof."
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Paragraph (a) of Section 7 of the 1995 Stock Incentive Plan is restated to read in its entirety as follows:
"(a) Non-discretionary Grants. Notwithstanding anything to the contrary contained in this Plan, Eligible Directors shall be granted Options ("Director Options") as follows: (i) immediately prior to the initial public offering of shares of Common Stock, each Eligible Director shall be granted 30,000 Director Options to purchase 30,000 shares of Common Stock in the aggregate, subject to vesting as provided in Section 7(d) below, (ii) on the first business day following the annual meeting of stockholders of the Company to elect directors in 1996, and thereafter until the first business day following the annual meeting of stockholders of the Company to elect directors in 1998, each Eligible Director shall be granted 10,000 Director Options to purchase 10,000 shares of Common Stock in the aggregate, subject to vesting as provided in Section 7(d) below, and (iii) on the first business day following the annual meeting of stockholders of the Company to elect directors in 1999, and thereafter on the first business day following each successive annual meeting of stockholders, so long as Director Options remain available for grant, each person who is elected as a director at that meeting and is an Eligible Director, and each person who continues to serve as a director after that meeting, and is an Eligible Director, shall be granted 5,000 Director Options to purchase 5,000 shares of Common Stock in the aggregate, subject to vesting as provided in
Section 7(d) below, and (iv) on the first business day following the annual meeting of stockholders to elect directors in 1998, and thereafter on the first business day following each successive annual meeting of stockholders, so long as Director Options remain available for grant, each Pre-IPO Director who continues to serve as a director after that meeting shall be granted 5,000 Director Options to purchase 5,000 shares of Common Stock in the aggregate, subject to vesting as provided in Section 7(d) below. Notwithstanding the foregoing, each person who is elected as a director at any time after the date of the annual meeting of stockholders and is an Eligible Director shall be granted, on the effective date of such election, 5,000 Director Options to purchase 5,000 shares of Common Stock in the aggregate, subject to vesting as provided in Section 7(d) below, so long as Director Options remain available for grant. Such Director Options shall be granted in lieu of the Director Options which would otherwise be granted to such Eligible Director on the first business day following
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the next annual meeting of the stockholders pursuant to the first sentence of this Section 7(a)."
The 1995 Stock Incentive Plan is further amended by replacing, except to the extent appearing in the foregoing amendments, all occurrences of the phrase "Key Employee" appearing in the 1995 Stock Incentive Plan and the exhibits thereto with the phrases "Key Employee and Director" or "Key Employee or Director" as the context shall reasonably dictate.
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EXHIBIT 5
[LETTERHEAD OF FULBRIGHT & JAWORSKI]
May 25, 1999
Global Pharmaceutical Corporation
Castor & Kensington Avenues
Philadelphia, Pennsylvania 19124
Dear Sir or Madam:
We refer to the Registration Statement on Form S-8 (the "Registration Statement") to be filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Act"), on behalf of Global Pharmaceutical Corporation, a Delaware corporation (the "Company"), relating to 200,000 shares of the Company's Common Stock, $0.01 par value (the "Common Stock"), to be issued under the Global Pharmaceutical Corporation 1995 Stock Incentive Plan, as amended (the "Plan").
As counsel to the Company, we have examined such corporate records, other documents and such questions of law as we have deemed necessary or appropriate for the purposes of this opinion and, upon the basis of such examinations, advise you that in our opinion all necessary corporate proceedings by the Company have been duly taken to authorize the issuance of the Common Stock pursuant to the Plan and the shares of Common Stock being registered pursuant to the Registration Statement, when issued and paid for in accordance with the terms of the Plan, will be duly authorized, validly issued, fully paid and non-assessable.
We consent to the filing of this opinion as Exhibit 5 to the Registration Statement. This consent is not to be construed as an admission that we are a person whose consent is required to be filed with the Registration Statement under the provisions of the Act.
Very truly yours,
FULBRIGHT & JAWORSKI L.L.P.

EXHIBIT 23.1
Consent of Independent Accountants
We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated March 2, 1999, relating to the financial statements, which appears in the 1998 Global Pharmaceutical Corporation Annual Report on Form 10-KSB for the year ended December 31, 1998.
PRICEWATERHOUSECOOPERS LLP
Philadelphia, PA
May 21, 1999