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                                  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

                                 August 22, 2004
                                (Date of report)

                    CARACO PHARMACEUTICAL LABORATORIES, LTD.
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             (Exact name of registrant as specified in its charter)


                                                                         
              Michigan                                0-24676                       38-2505723
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  (State or other jurisdiction of            (Commission file number)           (I.R.S. employer
           incorporation)                                                       identification no.)




                1150 Elijah McCoy Drive, Detroit, Michigan 48202
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                    (Address of principal executive offices)

                                 (313) 871-8400
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              (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))

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ITEM 3.02.  UNREGISTERED SALES OF EQUITY SECURITIES

                  On each of August 22 and August 27, 2004 registrant issued
544,000 Series B preferred shares to Sun Pharma Global, Inc. in exchange for the
transfer of one product pursuant to the products agreement between registrant
and Sun Pharma Global, Inc. The Series B preferred shares are convertible into
common stock on a one for one basis after three years from the date of issuance.
Such preferred shares were issued to Sun Pharma Global, Inc. pursuant to
exemptions from registration under Section 4(2), Section 4(6) and Regulation D
under the Securities Act of 1933.


                                   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:  October 20, 2004             By:      /s/ Jitendra N. Doshi
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                                           Jitendra N. Doshi
                                           Chief Executive Officer