UNITED STATES

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

~~December~~January 2730, ~~2010~~2011 (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:

¨o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 140.14a-12)

¨o ~~Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17~~ CFR 240.14d-2(b))

¨o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 12.0102. ~~Entry~~Results ~~into~~of aOperations ~~Material~~and ~~Definitive~~Financial ~~Agreement~~Condition

On ~~December~~January 2730, ~~2010~~2011, registrant ~~and~~announced ~~Sun~~its ~~Pharmaceutical~~results ~~Industries Limited (“Sun Pharma”), which beneficially owns approximately 76%~~ of ~~the~~operations ~~outstanding~~for ~~shares of Caraco, entered into an amendment of their marketing agreement and an amendment of their distribution and sale agreement. The amendments respectively provide that~~ the ~~marketing~~third ~~agreement~~quarter and ~~the Distribution and Sale Agreement have been extended and will expire on January 28, 2012. In addition, the amendments respectively provide that during the~~ first ~~six~~nine months of ~~the~~Fiscal ~~second extension or of calendar~~ 2011, the parties shall discuss a transition plan to transition the marketing of the products covered by the respective agreements to Sun Pharma and/or its wholly-owned affiliates and thereafter, at the expiration of the agreements, the parties will implement the transition plan. If the parties fail to reach an agreement or understanding with respect to a transition plan or if they fail to implement a transition plan, the agreements will still expire on January 28, 2012. The foregoing description of the amendments does not purport to be complete and is qualified in its entirety by reference to the text of the amendments included as ~~Exhibits~~set ~~10.32~~forth ~~and 10.33 hereto. Registrant announced the entering into of the amendments~~ in the press release included as Exhibit 99.1 hereto and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

Exhibits.

Exhibit No.

Description

1099.321 ~~Second~~Press ~~Amendment~~release toof ~~Agreement between~~ Caraco Pharmaceutical Laboratories, Ltd., ~~and~~dated ~~Sun~~January ~~Pharmaceutical~~30, ~~Industries~~2011 ~~Limited~~announcing ~~dated~~its ~~December~~results ~~27,~~of ~~2010~~operations for the third quarter and first nine months of Fiscal 2011.

10.33 First Amendment to Distribution and Sale Agreement between Caraco Pharmaceutical Laboratories, Ltd. and Sun Pharmaceutical Industries Limited dated December 27, 2010

99.1 Press release of Caraco Pharmaceutical Laboratories, Ltd., dated December 27, 2010

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 27, 2010	By:	/s/ GP. Singh
Date:	January 31, 2011	By:	/s/ GP. Singh
	~~GP. Singh~~		GP. Singh
	~~Chief Executive Officer~~		Chief Executive Officer

Exhibit Index

10.33 First Amendment to Distribution and Sale Agreement between Caraco Pharmaceutical Laboratories, Ltd. and Sun Pharmaceutical Industries Limited dated December 27, 2010

99.1 Press release of Caraco Pharmaceutical Laboratories, Ltd., dated December 27, 2010

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