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



Date of Report (Date of earliest event reported): January 16, 1998


                              HALSEY DRUG CO., INC.
             (Exact name of registrant as specified in its charter)


New York                           1-10113                11-0853640
(State of Jurisdiction)          (Commission             (IRS Employer
                                 File Number)           Identification No.)


                1287 Pacific Street, Brooklyn, New York        11233
                (Address of Principal Executive offices)     (Zip Code)


Registrant's telephone number, including area code: 718-467-7500





Item 1.           Changes in Control of Registrant. None.

Item 2.           Acquisition or Disposition of Assets. None.

Item 3.           Bankruptcy or Receivership.  None.

Item 4.           Changes in Registrant's Certifying Accountant. None.

Item 5.           Other Events.  None.

Item 6.           Resignation of Registrant's Directors. None.

Item 7.           Financial Statements and Exhibits. None.

Item 8.           Change in Fiscal Year. None.

Item 9.           Issuance of Equity Securities Pursuant to Regulation S.

On January 16, 1998, the Registrant  entered into a Subscription  Agreement with
Mabcrown,  Inc.  ("Mabcrown") pursuant to which the Registrant agreed to convert
debt which the Registrant  owed to Mabcrown in the amount of $214,000,  plus all
accrued interest from the date of the Subscription  Agreement to the date of the
conversion of the Note, into shares of the  Registrant's  $.001 par value Common
Stock  pursuant to  Regulation  S. The debt arose out of a Promissory  Note (the
"Note") dated October 23, 1997 which  Registrant  executed in favor of Mabcrown.
In consideration of Mabcrown's agreement to terminate its rights under the Note,
the  Registrant  agreed  to  convert  its debt to  Mabcrown  into  shares of the
Registrant's Common Stock at a conversion rate of 75% of the average closing bid
price of the Common  Stock for the five (5) trading days  immediately  preceding
the  date  upon  which  the  Registrant  receives  from  Mabcrown  a  Notice  of
Conversion.  In addition,  the  Registrant  agreed to deem the 10,000  shares of
Common Stock issued to the Subscriber as additional consideration for purchasing
the Note,  as shares  issued  pursuant  to  Regulation  S, as of the date of the
Subscription  Agreement. No commission was paid to a third-party with respect to
the parties execution of the Subscription Agreement.

Mabcrown,  Inc.  is an  investment  company  located  and  domiciled  in Zurich,
Switzerland.





                                   SIGNATURES

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

                                                   HALSEY DRUG CO., INC.
                                                       (Registrant)

Dated: January 30, 1998                            /s/ Rosendo Ferran
                                                   -----------------------------
                                                   Rosendo Ferran, President/CEO
                                                   1287 Pacific Street
                                                   Brooklyn, New York 11233
                                                   (718) 467-7500