UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________________

FORM 10-K/A
(Amendment No. 1)

FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTIONS 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

(Mark One)

/X/	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended January 1, 2005

/ /	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number: 0-11274

PHARMACEUTICAL FORMULATIONS, INC.
(Exact name of Registrant as Specified in its Charter)

Delaware
(State or Other Jurisdiction of
Incorporation or Organization)

22-2367644
(IRS Employer
Identification No.)

460 Plainfield Avenue, Edison, NJ 08818
(Address of principal executive offices, including zip code)

(732) 985-7100
(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, $.08 par value, and Common Stock Purchase Warrants
(Title of Class)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such reporting requirements for the past 90 days. Yes |X| No |_|

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. |_|

Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2). Yes No|X|

The aggregate market value of the voting stock (based on the average of the high and low bid prices) held by non-affiliates of the registrant as of July 3, 2004, which is the last business day of the registrant’s most recently completed second fiscal quarter, was approximately $6,421,493. For purposes of this computation, ICC Industries Inc. and all executive officers and directors of the Registrant have been deemed to be affiliates. Such determination should not be deemed to be an admission that such persons are, in fact, affiliates of the registrant.

As of March 31, 2005, there were 86,160,787 shares of Common Stock, par value $.08 per share, outstanding.

DOCUMENTS INCORPORATED BY REFERENCE: None

Explanatory Note

This Form 10-K/A is filed to amend the Annual Report on Form 10-K of Pharmaceutical Formulations, Inc. (the "Company") for the year ended January 1, 2005 (the "Original Form 10-K") which was filed on April 18, 2005 to correct two errors on the cover: an error in the dating of the Original Form 10-K (which incorrectly referenced the Company’s prior fiscal year-end, January 3, 2004) and an error in the answer regarding fiscal 2004 Securities Exchange Act filings. There are no other changes to the Original Form 10-K.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

PHARMACEUTICAL FORMULATIONS, INC.

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

Dated: April 20, 2005

PHARMACEUTICAL FORMULATIONS INC 10-K/A