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 Date of Report (Date of earliest event reported): ~~September~~December 1530, 2004 ~~Pharmaceutical Formulations, Inc. (Exact Name of Registrant as Specified in Charter)~~

Pharmaceutical Formulations, Inc.
(Exact Name of Registrant as Specified in Charter)

Delaware
(State or Other Jurisdiction
of Incorporation)

0-11274
(Commission
File Number)

22-2367644
(IRS Employer
Identification No.)

460 Plainfield Avenue, Edison, New Jersey 08818 (Address of Principal Executive Offices, including Zip Code) Registrant's telephone number, including area code: 732-985-7100 N.A. (Former Name or Former Address, if Changed Since Last Report)

N.A. (Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions (see General Instruction A.2 below):

|_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14-12) |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240-14d-2(b)) |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CRF 240.13e-4(c))

|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14-12)

|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240-14d-2(b))

|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CRF 240.13e-4(c))

ITEM 5.03 Amendments to Articles of Incorporation or Bylaws; Change In Fiscal Year

At its meeting on September 15, 2004, the Board of Directors amended the Company’s By-Laws. The changes that were adopted were focused primarily on the roles of the chairman of the board and chief financial officer. In addition, other minor changes to the by-laws were made. A copy of the By-Laws is filed as an exhibit with this Form 8-K..

ITEM 8.01 Other Events

At On December 30, 2004 the Company paid the principal due under its ~~meeting~~outstanding on8% Convertible ~~September~~Subordinated 15Debentures Due 2002 and 8.25% Convertible Subordinated Debentures Due 2002, ~~2004~~totaling $1,105,000. The debenture holders had previously agreed to forebear the ~~Board~~right ofto ~~Directors~~force ~~adopted~~payment aon ~~Code~~the due date of the debentures ~~Ethics,~~so ~~Corporate~~long ~~Governance~~as ~~Guidelines.~~they Awere ~~copy~~paid ofon ~~each~~or ofbefore ~~these~~June ~~documents~~15, is2005. ICC Industries Inc., the ~~filed~~Company’s aslargest anstockholders, ~~exhibit~~provided ~~with~~bridge ~~this~~financing ~~Form~~for ~~8-K~~the principal payments.

~~ITEM~~ On 9December 31, 2004, the Company entered into a new three year loan agreement with General Electric Capital Corporation for $3,147,027.~~01 Financial~~37, bearing interest at 6.76% per ~~Statements~~annum, which loan was secured by the Company’s equipment. The loan is repayable in 35 monthly installments of principal and ~~Exhibits~~interest of $96,826.11 with a final monthly installment equal to the balance of principal and interest due. The amount of the ICC bridge financing was repaid out of the GE Capital loan and the balance of the GE Capital loan was utilized to refinance existing GE equipment leases.

(a) Financial Statements of Business Acquired - not applicable

(b) Pro Forma Financial Information - not applicable

3.3 14 99.1 By-Laws, as revised September 15, 2004 Code of Ethics/Conduct, as adopted September 15, 2004 Corporate Governance Guidelines, as adopted September 15, 2004

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.

PHARMACEUTICAL FORMULATIONS, INC.

By: /s/ A. Ernest Toth, Jr.
      Name: A. Ernest Toth, Jr.
      Title: Vice President and Chief Financial Officer

Dated: ~~October~~January 214, ~~2004~~ 2005

EXHIBIT INDEX

3.3 14 99.1 By-Laws, as revised September 15, 2004 Code of Ethics/Conduct, as adopted September 15, 2004 Corporate Governance Guidelines, as adopted September 15, 2004

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