8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

FORM 8-K/A

(Amendment No. 2)

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

September 20, 2009 (Date of report)

CARACO PHARMACEUTICAL LABORATORIES, LTD.

(Exact name of registrant as specified in its charter)

Michigan	1-31773	38-2505723
(State or other jurisdiction of incorporation)	(Commission file number)	(I.R.S. employer identification no.)

1150 Elijah McCoy Drive, Detroit, Michigan 48202

(Address of principal executive offices)

(313) 871-8400

(Registrant’s telephone number, including area code)

Not Applicable

(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 obligation of the registrant under any of the following provisions:

¨ 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 140.14a-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 CFR 240.13e-4(c))

Item 5.02.  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The Company is filing this Amendment No. 2 to the Current Report on Form 8-K filed on September 23, 2009 (the “Form 8-K”) solely to include, as Exhibit 17.3, Georges Ugeux’s additional response to the disclosures in the Form 8-K

Item 9.01.  Financial Statements and Exhibits

d. Exhibits.

Exhibit No. Description

17.1 Letter of resignation of Georges Ugeux dated September 20, 2009 (previously filed as Exhibit 99.1 to the Form 8-K filed on September 23, 2009).

17.2 Response Letter (e-mail correspondence) of Georges Ugeux dated September 23, 2009 (previously filed in Amendment No. 1 to the Form 8-K filed on September 25, 2009).

17.3 Response Letter (e-mail correspondence) of Georges Ugeux dated December 16, 2009.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

CARACO PHARMACEUTICAL LABORATORIES, LTD.

Date:    December 17, 2009	By:	/s/ Jitendra N. Doshi
	Jitendra N. Doshi
	Chief Executive Officer

Exhibit Index

17.1 Letter of resignation of Georges Ugeux dated September 20, 2009 (previously filed as Exhibit 99.1 to the Form 8-K filed on September 23, 2009).

17.2 Response Letter (e-mail correspondence) of Georges Ugeux dated September 23, 2009 (previously filed in Amendment No. 1 to the Form 8-K filed on September 25, 2009).

17.3 Response Letter (e-mail correspondence) of Georges Ugeux dated December 16, 2009.

EX-17.3

Exhibit 17.3

From:  Georges Ugeux

Sent:  12/16/2009

To:  Dilip Shanghvi

Dear Dilip,

I understand some portions of my resignation letter and subsequent letter prompted by Caraco's response to my initial letter may have been quoted out of context by certain people.  Accordingly, I wanted to set the record straight.  As you know, I resigned from the Board of Directors of Caraco because of my “disagreement with respect to issues of corporate governance and the fiduciary role of independent directors” arising from the FDA seizure of inventory and products at Caraco's Detroit facility.  

I want to make clear that despite these specific disagreements, I had no material disagreement on any other issues. I continue to be proud of our efforts on behalf of Caraco and its shareholders reflected in the increase in revenues reported by Caraco over the five years I served as an independent director on the Board of Directors from $ 60 million to $ 337 million.

Regards,

Georges Ugeux