<SUBMISSION>
<ACCESSION-NUMBER>0000898430-01-500939
<TYPE>S-8
<PUBLIC-DOCUMENT-COUNT>5
<FILING-DATE>20010608
<EFFECTIVENESS-DATE>20010608
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>AMERICAN PACIFIC CORP
<CIK>0000350832
<ASSIGNED-SIC>2810
<IRS-NUMBER>596490478
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>0930
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>S-8
<ACT>33
<FILE-NUMBER>333-62566
<FILM-NUMBER>1656558
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>3770 HOWARD HUGHES PKWY STE 300
<CITY>LAS VEGAS
<STATE>NV
<ZIP>89109
<PHONE>7027352200
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>3770 HOWARD HUGHES PKWY STE 300
<STREET2>3770 HOWARD HUGHES PKWY STE 300
<CITY>LAS VEGAS
<STATE>NV
<ZIP>89109
</MAIL-ADDRESS>
</FILER>
<DOCUMENT>
<TYPE>S-8
<SEQUENCE>1
<FILENAME>ds8.txt
<DESCRIPTION>FORM S-8
<TEXT>

<PAGE>

      As filed with the Securities and Exchange Commission on June 7, 2001
                                  Registration No.__________ -__________________
================================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                   FORM S-8
                            REGISTRATION STATEMENT
                                     Under
                          The Securities Act of 1933

                         AMERICAN PACIFIC CORPORATION

            (Exact name of Registrant as specified in its charter)

           Delaware                                              59-6490478
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or Organization)                               Identification No.)

                          3770 Howard Hughes Parkway
                                   Suite 300
                            Las Vegas, Nevada 89109
  (Address, including zip code, of Registrant's principal executive offices)

              American Pacific Corporation 2001 Stock Option Plan
                           (Full title of the Plan)

                                 David N. Keys
                           Executive Vice President
                         American Pacific Corporation
                          3770 Howard Hughes Parkway
                                   Suite 300
                            Las Vegas, Nevada 89109
                                (702) 735-2200
           (Name, address, including zip code, and telephone number,
                  including area code, of agent for service)

                                   Copy to:
                          Victor M. Rosenzweig, Esq.
                 Olshan Grundman Frome Rosenzweig & Wolosky LLP
                                505 Park Avenue
                           New York, New York 10022
                                (212) 753-7200

                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
=================================================================================================================
  Title of each class of                           Proposed maximum      Proposed maximum
     Securities to be           Amount to be      offering price per    aggregate offering         Amount of
        registered             registered/(1)/             share                price           registration fee
-----------------------------------------------------------------------------------------------------------------
<S>                            <C>                <C>                   <C>                   <C>
Common Stock, par value           206,000              $4.87/(2)/            $1,003,220             $250.81
$.10 per share                    144,000              $6.25/(3)/            $  900,000             $225.00
=================================================================================================================
</TABLE>

(1) Pursuant to Rule 416, the registration statement also covers such
indeterminate additional shares of Common Stock as may become issuable as a
result of any future anti-dilution adjustment in accordance with the terms of
the American Pacific Corporation 2001 Stock Option Plan (the "Plan").

(2) Represents the average exercise per share of options for 206,000 shares
which have been granted under the Plan.

(3) Pursuant to Rule 457(g) and (h), the offering price for an additional
144,000 shares of Common Stock that may be issued under options not yet granted
under the Plan is estimated solely for the purpose of determining the
registration fee and is based on the closing price of the Company's Common Stock
of $6.25 as reported by the Nasdaq Stock Market ("Nasdaq") on June 4, 2001.

                                       1
<PAGE>

                               EXPLANATORY NOTE

          American Pacific Corporation (the "Company") has prepared this
Registration Statement in accordance with the requirements of Form S-8 under the
Securities Act of 1933, as amended (the "Securities Act"), to register shares of
common stock, $.10 par value per share, of the Company (the "Common Stock")
issuable pursuant to the Company's 2001 Stock Option Plan.


                                    PART I

             INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

          The Company will provide documents containing the information
specified in Part I of Form S-8 to employees as specified by Rule 428(b)(1)
under the Securities Act. Pursuant to the instructions to Form S-8, the Company
is not required to file these documents either as part of this Registration
Statement or as prospectuses or prospectus supplements pursuant to Rule 424
under the Securities Act.

                                       2
<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.   Incorporation of Certain Documents by Reference

          The following documents filed by American Pacific Corporation (the
"Company") with the Securities and Exchange Commission (the "Commission") are
incorporated herein by reference and made a part hereof:

               (1) The Company's Annual Report on Form 10-K for the fiscal year
ended September 30, 2000;

               (2) The Company's Quarterly Report on Form 10-Q for the periods
ended December 31, 2000 and March 31, 2001; and

               (3) Our Current Reports on Form 8-K filed on January 23 and
February 16, 2001; and

               (4) The description of the Company's securities contained in the
Company's Registration Statements on Form 8-A filed on December 28, 1992 and
August 6, 1999.

          All reports and other documents subsequently filed by the Company
pursuant to Sections 13, 14 and 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
de-registers all securities remaining unsold, shall be deemed to be incorporated
by reference herein and to be a part hereof from the date of the filing of such
reports and documents.

Item 4.   Description of Securities

          Not applicable.

Item 5.   Interest of Named Experts and Counsel

          Victor M. Rosenzweig, a member of Olshan Grundman Frome Rosenzweig &
Wolosky LLP, 505 Park Avenue, New York, New York 10022, is a director of the
Company and beneficially owns 15,400 shares of the Company's common stock.

Item 6.   Indemnification of Directors and Officers

          As permitted by the Delaware General Corporation Law ("DGCL"), the
Company's Certificate of Incorporation, as amended, limits the personal
liability of a director or officer to the Company for monetary damages for
breach of fiduciary duty of care as a director. Liability is not eliminated for
(i) any breach of the director's duty of loyalty to the Company or its
stockholders, (ii) acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) unlawful payment of
dividends or stock purchase or redemptions pursuant to Section 174 of the DGCL,
or (iv) any transaction from which the director derived an improper personal
benefit.

          The Company has also entered into indemnification agreements with each
of its directors. The indemnification agreements provide that the directors will
be indemnified to the fullest extent permitted by applicable law against all
expenses (including attorneys' fees), judgments, fines and amounts reasonably
paid or incurred by them for settlement in any threatened, pending or completed
action, suit or proceeding, including any derivative action, on account of their
services as a director of the Company. No indemnification will be provided under
the indemnification agreements, however, to any director in certain limited
circumstances, including with respect to expenses or liabilities paid by
insurance or arising from purchases or sales of securities in violation of
Section 16(b) of the Exchange Act. To the extent the provisions of the
indemnification agreements exceed the indemnification permitted by applicable
law, such provision may be unenforceable or may be limited to the extent they
are found by a court of competent jurisdiction to be contrary to pubic policy.

Item 7.   Exemption from Registration Claimed

          Not applicable

                                       3
<PAGE>

Item 8.  Exhibits

         *4.1  - The American Pacific Corporation 2001 Stock Option Plan (the
"Plan").

         *4.2  - Form of Option grant letter agreement under the Plan.

         *5    - Opinion of Olshan Grundman Frome Rosenzweig & Wolosky LLP.

         *23.1 - Consent of Deloitte & Touche LLP, independent auditors.

         *23.2 - Consent of Olshan Grundman Frome Rosenzweig & Wolosky LLP
(included in its opinion filed as Exhibit 5).

         *24   - Powers of Attorney (included on signature page to this
Registration Statement).

-------------------
* Filed herewith.


Item 9.  Undertakings

         A.      The undersigned registrant hereby undertakes:

                 (1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this Registration Statement:

                     (i)   To include any prospectus required by Section
                 10(a)(3) of the Securities Act of 1933;

                     (ii)  To reflect in the prospectus any facts or events
                 arising after the effective date of the Registration Statement
                 (or the most recent post-effective amendment thereof) which,
                 individually or in the aggregate, represent a fundamental
                 change in the information set forth in the Registration
                 Statement;

                     (iii) To include any material information with respect to
                 the plan of distribution not previously disclosed in the
                 Registration Statement or any material change to such
                 information in the Registration Statement;

                 provided, however, that paragraphs (i) and (ii) above do not
                 apply if the information required to be included in a post-
                 effective amendment by those paragraphs is contained in
                 periodic reports filed by the registrant pursuant to Section 13
                 or 15(d) of the Securities Exchange Act of 1934 that are
                 incorporated by reference in the Registration Statement;

                 (2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof; and

                 (3) To remove from registration by means of a post-effective
amendment any of the securities being registered that remain unsold at the
termination of the offering.

         B.      The undersigned registrant hereby undertakes that, for purposes
                 of determining any liability under the Securities Act of 1933,
                 each filing of the registrant's annual report pursuant to
                 Section 13(a) or 15(d) of the Securities Exchange Act of 1934
                 (and, where applicable, each filing of an employee benefit
                 plan's annual report pursuant to Section 15(d) of the
                 Securities Exchange Act of 1934) that is incorporated by
                 reference in this Registration Statement shall be deemed to be
                 a new registration statement relating to the securities offered
                 therein, and the offering of such securities at that time shall
                 be deemed to be the initial bona fide offering thereof.

                                       4
<PAGE>

         C.      Insofar as indemnification for liabilities arising under the
                 Securities Act of 1933 may be permitted to directors, officers
                 and controlling persons of the registrant pursuant to the
                 foregoing provisions, or otherwise, the registrant has been
                 advised that in the opinion of the Securities and Exchange
                 Commission such indemnification is against public policy as
                 expressed in the Securities Act of 1933 and is, therefore,
                 unenforceable. In the event that a claim for indemnification
                 against such liabilities (other than the payment by the
                 registrant of expenses incurred or paid by a director, officer
                 or controlling person of the registrant in the successful
                 defense of any action, suit or proceeding) is asserted by such
                 director, officer or controlling person in connection with the
                 securities being registered, the registrant will, unless in the
                 opinion of its counsel the matter has been settled by a
                 controlling precedent, submit to a court of appropriate
                 jurisdiction the question whether such indemnification by it is
                 against public policy as expressed in the Securities Act of
                 1933 and will be governed by the final adjudication of such
                 issue.

                                       5
<PAGE>

                                  SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, State of New York on

June 7, 2001.

                                   AMERICAN PACIFIC CORPORATION


                                   By: /s/ John R. Gibson
                                      ------------------------------------------
                                        John R. Gibson
                                        President and Chief Executive Officer

                               POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints each of John R. Gibson and David N. Keys
his true and lawful attorneys-in-fact and agent, with full power of substitution
and resubstitution, for and in his or her name, place and stead, in any and all
capacities, to sign any or all amendments to this Registration Statement, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agent, full power and authority to do and perform each and
every act and thing requisite necessary to be done in and about the premises, as
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact and agent, or his
or her substitute, may lawfully do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.

<TABLE>
<CAPTION>
                 Signature                                    Title                            Date
                 ---------                                    -----                            ----
<S>                                           <C>                                          <C>
/s/ John R. Gibson                            President, Chief Executive Officer           June 7, 2001
------------------------------------
John R. Gibson                                (Principal Executive Officer) and
                                              Chairman of the Board

/s/ David N. Keys                             Executive Vice President, Chief              June 7, 2001
------------------------------------
David N. Keys                                 Financial Officer (Principal
                                              Financial and Accounting Officer),
                                              Treasurer, Secretary and Director

/s/ Fred D. Gibson, Jr.                       Director                                     June 7, 2001
------------------------------------
Fred D. Gibson, Jr.

/s/ Jan H. Loeb                               Director                                     June 7, 2001
------------------------------------
Jan H. Loeb

/s/ Berlyn D. Miller                          Director                                     June 7, 2001
------------------------------------
Berlyn D. Miller

/s/ Norval F. Pohl                            Director                                     June 7, 2001
------------------------------------
Norval F. Pohl

/s/ C. Keith Rooker                           Director                                     June 7, 2001
------------------------------------
C. Keith Rooker
</TABLE>

                                       6
<PAGE>

<TABLE>
<S>                                           <C>                                          <C>
/s/ Victor M. Rosenzweig                      Director                                     June 7, 2001
------------------------------------
Victor M. Rosenzweig

/s/ Dean M. Willard                           Director                                     June 7, 2001
------------------------------------
Dean M. Willard

/s/ Jane L. Williams                          Director                                     June 7, 2001
------------------------------------
Jane L. Williams
</TABLE>

                                       7
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.1
<SEQUENCE>2
<FILENAME>dex41.txt
<DESCRIPTION>THE AMERICAN PACIFIC CORP STOCK OPTION PLAN
<TEXT>

<PAGE>

                                                                     EXHIBIT 4.1

                         AMERICAN PACIFIC CORPORATION

                            2001 STOCK OPTION PLAN

     1.  Purpose of the Plan.

         This 2001 Stock Option Plan (the "Plan") is intended as an incentive,
to retain key employees, directors, consultants and advisors to AMERICAN PACIFIC
CORPORATION, a Delaware corporation (the "Company"), and any Subsidiary of the
Company within the meaning of Section 424(f) of the United States Internal
Revenue Code of 1986, as amended (the "Code"), having experience and ability, to
attract new employees, directors, consultants and advisors whose services are
considered valuable, to encourage the sense of proprietorship and to stimulate
the active interest of such persons in the development and financial success of
the Company and its Subsidiaries.

         It is further intended that certain options granted pursuant to the
Plan shall constitute incentive stock options within the meaning of Section 422
of the Code (the "Incentive Options") while certain other options granted
pursuant to the Plan shall be nonqualified stock options (the "Nonqualified
Options"). Incentive Options and Nonqualified Options are hereinafter referred
to collectively as "Options."

         The Company intends that the Plan meet the requirements of Rule 16b-3
("Rule 16b-3") promulgated under the Securities Exchange Act of 1934, as amended
(the "Exchange Act") and that transactions of the type specified in
subparagraphs (c) to (f) inclusive of Rule 16b-3 by officers and directors of
the Company pursuant to the Plan be exempt from the operation of Section 16(b)
of the Exchange Act. Further, the Plan is intended to satisfy the
performance-based compensation exception to the limitation on the Company's tax
deductions imposed by Section 162(m) of the Code. In all cases, the terms,
provisions, conditions and limitations of the Plan shall be construed and
interpreted consistent with the Company's intent as stated in this Section 1.

     2.  Administration of the Plan.

         The Board of Directors of the Company (the "Board") shall appoint and
maintain as administrator of the Plan a Committee (the "Committee") consisting
of two or more directors who are "Non-Employee Directors" (as such term is
defined in Rule 16b-3) and "Outside Directors" (as such term is defined in
Section 162(m) of the Code), which shall serve at the pleasure of the Board. The
Committee, subject to Sections 3 and 5 hereof, shall have full power and
authority to designate recipients of Options, to determine the terms and
conditions of respective Option agreements (which need not be identical) and to
interpret the provisions and supervise the administration of the Plan. The
Committee shall have the authority, without limitation, to designate which
Options granted under the Plan shall be Incentive Options and which shall be
Nonqualified Options. To the extent any Option does not qualify as an Incentive
Option, it shall constitute a separate Nonqualified Option.

         Subject to the provisions of the Plan, the Committee shall interpret
the Plan and all Options granted under the Plan, shall make such rules as it
deems necessary for the proper administration of the Plan, shall make all other
determinations necessary or advisable for the administration of the Plan and
shall correct any defects or supply any omission or reconcile any inconsistency
in the Plan or in any Options granted under the Plan in the manner and to the
extent that the Committee deems desirable to carry into effect the Plan or any
Options. The act or determination of a majority of the Committee shall be the
act or determination of the Committee and any decision reduced to writing and
signed by all of the members of the Committee shall be fully effective as if it
had been made by a majority at a meeting duly held. Subject to the provisions of
the Plan, any action taken or determination made by the Committee pursuant to
this and the other Sections of the Plan shall be conclusive on all parties.

         In the event that for any reason the Committee is unable to act or if
the Committee at the time of any grant, award or other acquisition under the
Plan of Options or Stock as hereinafter defined does not consist of two or more
Non-Employee Directors, or if there shall be no such Committee, then the Plan
shall be administered by the Board, and references herein to the Committee
(except in the proviso to this sentence) shall be deemed to be references to the
Board, and any such grant, award or other acquisition may be approved or
ratified in any other manner contemplated by subparagraph (d) of Rule 16b-3;
provided, however, that options granted to the Company's Chief Executive Officer
--------  -------
or to any of the Company's other four most highly compensated officers that are
intended to
<PAGE>

qualify as performance-based compensation under Section 162(m) of the Code may
only be granted by the Committee.

     3.  Designation of Optionees.

         The persons eligible for participation in the Plan as recipients of
Options (the "Optionees") shall include employees, officers and directors of,
and consultants and advisors to, the Company or any Subsidiary; provided that
Incentive Options may only be granted to employees of the Company and the
Subsidiaries. In selecting Optionees, and in determining the number of shares to
be covered by each Option granted to Optionees, the Committee may consider the
office or position held by the Optionee or the Optionee's relationship to the
Company, the Optionee's degree of responsibility for and contribution to the
growth and success of the Company or any Subsidiary, the Optionee's length of
service, age, promotions, potential and any other factors that the Committee may
consider relevant. An Optionee who has been granted an Option hereunder may be
granted an additional Option or Options, if the Committee shall so determine.

     4.  Stock Reserved for the Plan.

         Subject to adjustment as provided in Section 7 hereof, a total of
350,000 shares of the Company's Common Stock, $0.10 par value per share (the
"Stock"), shall be subject to the Plan. The maximum number of shares of Stock
that may be subject to options granted under the Plan to any individual in any
calendar year shall not exceed 50,000, and the method of counting such shares
shall conform to any requirements applicable to performance-based compensation
under Section 162(m) of the Code. The shares of Stock subject to the Plan shall
consist of unissued shares or previously issued shares held by any Subsidiary of
the Company, and such amount of shares of Stock shall be and is hereby reserved
for such purpose. Any of such shares of Stock that may remain unsold and that
are not subject to outstanding Options at the termination of the Plan shall
cease to be reserved for the purposes of the Plan, but until termination of the
Plan the Company shall at all times reserve a sufficient number of shares of
Stock to meet the requirements of the Plan. Should any Option expire or be
canceled prior to its exercise in full or should the number of shares of Stock
to be delivered upon the exercise in full of an Option be reduced for any
reason, the shares of Stock theretofore subject to such Option may be subject to
future Options under the Plan, except where such reissuance is inconsistent with
the provisions of Section 162(m) of the Code.

     5.  Terms and Conditions of Options.

         Options granted under the Plan shall be subject to the following
conditions and shall contain such additional terms and conditions, not
inconsistent with the terms of the Plan, as the Committee shall deem desirable:

         (a) Option Price. The purchase price of each share of Stock purchasable
             ------------
under any Option shall be determined by the Committee at the time of grant, but
shall not be less than 100% of the Fair Market Value (as defined below) of such
share of Stock on the date the Option is granted; provided, however, that with
                                                  --------  -------
respect to an Incentive Option granted to an Optionee who, at the time such
Incentive Option is granted, owns (within the meaning of Section 424(d) of the
Code) more than 10% of the total combined voting power of all classes of stock
of the Company or of any Subsidiary, the purchase price per share of Stock shall
be at least 110% of the Fair Market Value per share of Stock on the date of
grant. The exercise price for each Option shall be subject to adjustment as
provided in Section 7 below. "Fair Market Value" means the closing price of
publicly traded shares of Stock on the principal securities exchange on which
shares of Stock are listed (if the shares of Stock are so listed), or on the
NASDAQ Stock Market (if the shares of Stock are regularly quoted on the NASDAQ
Stock Market), or, if not so listed or regularly quoted, the mean between the
closing bid and asked prices of publicly traded shares of Stock in the
over-the-counter market, or, if such bid and asked prices shall not be
available, as reported by any nationally recognized quotation service selected
by the Company, or as determined by the Committee in a manner consistent with
the provisions of the Code. Anything in this Section 5(a) to the contrary
notwithstanding, in no event shall the purchase price of a share of Stock be
less than the minimum price permitted under the rules and policies of any
national securities exchange on which the shares of Stock are listed.

         (b) Option Term. The term of each Option shall be fixed by the
             -----------
Committee, but no Option shall be exercisable more than ten years after the date
such Option is granted and in the case of an Incentive Option granted to an
Optionee who, at the time such Incentive Option is granted, owns (within the
meaning of Section

                              Exhibit 4.1 Page 2
<PAGE>

424(d) of the Code) more than 10% of the total combined voting power of all
classes of stock of the Company or of any Subsidiary, no such Incentive Option
shall be exercisable more than five years after the date such Incentive Option
is granted.

         (c) Exercisability. Subject to Section 5(j) hereof, Options shall be
             --------------
exercisable at such time or times and subject to such terms and conditions as
shall be determined by the Committee at the time of grant.

             Upon the occurrence of a "Change in Control" (as hereinafter
defined), the Committee may accelerate the vesting and exercisability of
outstanding Options, in whole or in part, as determined by the Committee in its
sole discretion. In its sole discretion, the Committee may also determine that,
upon the occurrence of a Change in Control, each outstanding Option shall
terminate within a specified number of days after notice to the Optionee
thereunder, and each such Optionee shall receive, with respect to each share of
Company Stock subject to such Option, an amount equal to the excess of the Fair
Market Value of such shares immediately prior to such Change in Control over the
exercise price per share of such Option; such amount shall be payable in cash,
in one or more kinds of property (including the property, if any, payable in the
transaction) or a combination thereof, as the Committee shall determine in its
sole discretion.

             For purposes of the Plan, a Change in Control shall be deemed to
have occurred if:

             (i)    a tender offer (or series of related offers) shall be made
         and consummated for the ownership of 30% or more of the outstanding
         voting securities of the Company, unless as a result of such tender
         offer more than 50% of the outstanding voting securities of the
         surviving or resulting corporation shall nevertheless be owned in the
         aggregate by the shareholders of the Company (as of the time
         immediately prior to the commencement of such offer), any employee
         benefit plan of the Company or its Subsidiaries, and their affiliates;

              (ii)  the Company shall be merged or consolidated with another
         corporation, unless as a result of such merger or consolidation more
         than 50% of the outstanding voting securities of the surviving or
         resulting corporation shall be owned in the aggregate by the
         shareholders of the Company (as of the time immediately prior to such
         transaction), any employee benefit plan of the Company or its
         Subsidiaries, and their affiliates;

              (iii) the Company shall sell substantially all of its assets to
         another corporation that is not wholly owned by the Company, unless as
         a result of such sale more than 50% of such assets shall be owned in
         the aggregate by the shareholders of the Company (as of the time
         immediately prior to such transaction), any employee benefit plan of
         the Company or its Subsidiaries and their affiliates; or

              (iv)  a Person (as defined below) shall acquire 50% or more of the
         outstanding voting securities of the Company (whether directly,
         indirectly, beneficially or of record), unless as a result of such
         acquisition more than 50% of the outstanding voting securities of the
         surviving or resulting corporation shall be owned in the aggregate by
         the shareholders of the Company (as of the time immediately prior to
         the first acquisition of such securities by such Person), any employee
         benefit plan of the Company or its Subsidiaries, and their affiliates.

              For purposes of this Section 5(c), ownership of voting securities
shall take into account and shall include ownership as determined by applying
the provisions of Rule 13d-3(d)(I)(i) (as in effect on the date hereof) under
the Exchange Act. In addition, for such purposes, "Person" shall have the
meaning given in Section 3(a)(9) of the Exchange Act, as modified and used in
Sections 13(d) and 14(d) thereof; however, a Person shall not include (A) the
Company or any of its Subsidiaries; (B) a trustee or other fiduciary holding
securities under an employee benefit plan of the Company or any of its
Subsidiaries; (C) an underwriter temporarily holding securities pursuant to an
offering of such securities; or (D) a corporation owned, directly or indirectly,
by the shareholders of the Company in substantially the same proportion as their
ownership of stock of the Company.

         (d)  Method of Exercise. Options to the extent then exercisable may be
              ------------------
exercised in whole or in part at any time during the option period, by giving
written notice to the Company specifying the number of

                              Exhibit 4.1 Page 3
<PAGE>

shares of Stock to be purchased, accompanied by payment in full of the purchase
price, in cash, or by check or such other instrument as may be acceptable to the
Committee. As determined by the Committee, in its sole discretion, at or after
grant, payment in full or in part may be made at the election of the Optionee
(i) in the form of Stock owned by the Optionee (based on the Fair Market Value
of the Stock on the trading day before the Option is exercised) that is not the
subject of any pledge or security interest, (ii) in the form of shares of Stock
withheld by the Company from the shares of Stock otherwise to be received with
such withheld shares of Stock having a Fair Market Value on the date of exercise
equal to the exercise price of the Option, or (iii) by a combination of the
foregoing, provided that the combined value of all cash and cash equivalents and
the Fair Market Value of any shares surrendered to the Company is at least equal
to such exercise price and except with respect to (ii) above, such method of
payment will not cause a disqualifying disposition of all or a portion of the
Stock received upon exercise of an Incentive Option. An Optionee shall have the
right to dividends and other rights of a stockholder with respect to shares of
Stock purchased upon exercise of an Option at such time as the Optionee has
given written notice of exercise and has paid in full for such shares and (ii)
has satisfied such conditions that may be imposed by the Company with respect to
the withholding of taxes.

         (e) Non-transferability of Options. Options are not transferable and
             ------------------------------
may be exercised solely by the Optionee during his lifetime or after his death
by the person or persons entitled thereto under his will or the laws of descent
and distribution. The Committee, in its sole discretion, may permit a transfer
of a Nonqualified Option to (i) a trust for the benefit of the Optionee or (ii)
a member of the Optionee's immediate family (or a trust for his or her benefit).
Any attempt to transfer, assign, pledge or otherwise dispose of, or to subject
to execution, attachment or similar process, any Option contrary to the
provisions hereof shall be void and ineffective and shall give no right to the
purported transferee.

         (f) Termination by Death. Unless otherwise determined by the Committee
             --------------------
at grant, if any Optionee's employment with or service to the Company or any
Subsidiary terminates by reason of death, the Option may thereafter be
exercised, to the extent then exercisable (or on such accelerated basis as the
Committee shall determine at or after grant), by the legal representative of the
estate or by the legatee of the Optionee under the will of the Optionee, for a
period of one year after the date of such death or until the expiration of the
stated term of such Option as provided under the Plan, whichever period is
shorter.

         (g) Termination by Reason of Disability. Unless otherwise determined by
             -----------------------------------
the Committee at grant, if any Optionee's employment with or service to the
Company or any Subsidiary terminates by reason of total and permanent
disability, any Option held by such Optionee may thereafter be exercised, to the
extent it was exercisable at the time of termination due to Disability (or on
such accelerated basis as the Committee shall determine at or after grant), but
may not be exercised after one year after the date of such termination of
employment or service or the expiration of the stated term of such Option,
whichever period is shorter; provided, however, that, if the Optionee dies
within such one year period, any unexercised Option held by such Optionee shall
thereafter be exercisable to the extent to which it was exercisable at the time
of death for a period of one year after the date of such death or for the stated
term of such Option, whichever period is shorter.

         (h) Termination by Reason of Retirement. Unless otherwise determined by
             -----------------------------------
the Committee at grant, if any Optionee's employment with or service to the
Company or any Subsidiary terminates by reason of Normal or Early Retirement (as
such terms are defined below), any Option held by such Optionee may thereafter
be exercised to the extent it was exercisable at the time of such Retirement (or
on such accelerated basis as the Committee shall determine at or after grant),
but may not be exercised after three months after the date of such termination
of employment or service or the expiration of the stated term of such Option,
whichever period is shorter; provided, however, that, if the Optionee dies
within such three month period, any unexercised Option held by such Optionee
shall thereafter be exercisable, to the extent to which it was exercisable at
the time of death, for a period of one year after the date of such death or for
the stated term of such Option, whichever period is shorter.

         For purposes of this paragraph (h) "Normal Retirement" shall mean
retirement from active employment with the Company or any Subsidiary on or after
the normal retirement date specified in the applicable Company or Subsidiary
pension plan or if no such pension plan, age 65, and "Early Retirement" shall
mean retirement from active employment with the Company or any Subsidiary
pursuant to the early retirement provisions of the applicable Company or
Subsidiary pension plan or if no such pension plan, age 55.

                              Exhibit 4.1 Page 4
<PAGE>

         (i) Other Termination. Unless otherwise determined by the Committee at
             -----------------
grant, if any Optionee's employment with or service to the Company or any
Subsidiary terminates for any reason other than death, Disability or Normal or
Early Retirement, the Option shall thereupon terminate, except that the portion
of any Option that was exercisable on the date of such termination of employment
or service may be exercised for the lesser of three months after the date of
termination or the balance of such Option's term if the Optionee's employment or
service with the Company or any Subsidiary is terminated by the Company or such
Subsidiary without cause (the determination as to whether termination was for
cause to be made by the Committee). The transfer of an Optionee from the employ
of or service to the Company to the employ of or service to a Subsidiary, or
vice versa, or from one Subsidiary to another, shall not be deemed to constitute
a termination of employment or service for purposes of the Plan.

         (j) Limit on Value of Incentive Option. The aggregate Fair Market
             ----------------------------------
Value, determined as of the date the Incentive Option is granted, of Stock for
which Incentive Options are exercisable for the first time by any Optionee
during any calendar year under the Plan (and/or any other stock option plans of
the Company or any Subsidiary) shall not exceed $100,000.

         (k) Transfer of Incentive Option Shares. The stock option agreement
             ------------------------------------
evidencing any Incentive Options granted under this Plan shall provide that if
the Optionee makes a disposition, within the meaning of Section 424(c) of the
Code and regulations promulgated thereunder, of any share or shares of Stock
issued to him upon exercise of an Incentive Option granted under the Plan within
the two-year period commencing on the day after the date of the grant of such
Incentive Option or within a one-year period commencing on the day after the
date of transfer of the share or shares to him pursuant to the exercise of such
Incentive Option, he shall, within 10 days after such disposition, notify the
Company thereof and immediately deliver to the Company any amount of United
States federal, state and local income tax withholding required by law.

     6.  Term of Plan.

         No Option shall be granted pursuant to the Plan on or after January 16,
2011, but Options theretofore granted may extend beyond that date.

     7.  Capital Change of the Company.

         In the event of any merger, reorganization, consolidation,
recapitalization, stock dividend, or other change in corporate structure
affecting the Stock, the Committee shall make an appropriate and equitable
adjustment in the number and kind of shares reserved for issuance under the Plan
and in the number and option price of shares subject to outstanding Options
granted under the Plan, to the end that after such event each Optionee's
proportionate interest shall be maintained as immediately before the occurrence
of such event.

     8.  Purchase for Investment.

         Unless the Options and shares covered by the Plan have been registered
under the Securities Act of 1933, as amended (the "Securities Act"), or the
Company has determined that such registration is unnecessary, each person
exercising an Option under the Plan may be required by the Company to give a
representation in writing that he is acquiring the shares for his own account
for investment and not with a view to, or for sale in connection with, the
distribution of any part thereof.

     9.  Taxes.

         The Company may make such provisions as it may deem appropriate,
consistent with applicable law, in connection with any Options granted under the
Plan with respect to the withholding of any taxes or any other tax matters.

     10. Effective Date of Plan.

         The Plan shall be effective on January 16, 2001, provided the Plan is
subsequently approved by majority vote of the Company's stockholders not later
than January 15, 2002.

                              Exhibit 4.1 Page 5
<PAGE>

         11.      Amendment and Termination.

                  The Board may amend, suspend, or terminate the Plan, except
that no amendment shall be made that would impair the rights of any Optionee
under any Option theretofore granted without the Optionee's consent, and except
that no amendment shall be made which, without the approval of the stockholders
of the Company would:

                  (a)      increase the number of shares that may be issued
under the Plan, except as is provided in Section 7;

                  (b)      materially increase the benefits accruing to the
Optionees under the Plan;

                  (c)      materially modify the requirements as to eligibility
for participation in the Plan;

                  (d)      decrease the exercise price of an Option to less than
100% of the Fair Market Value per share of Stock on the date of grant thereof;
or

                  (e)      extend the term of any Option beyond that provided
for in Section 5(b).

                  The Committee may amend the terms of any Option theretofore
granted, prospectively or retroactively, but no such amendment shall impair the
rights of any Optionee without the Optionee's consent. The Committee may also
substitute new Options for previously granted Options, including options granted
under other plans applicable to the participant and previously granted Options
having higher option prices, upon such terms as the Committee may deem
appropriate.

         12.      Government Regulations.

                  The Plan, and the grant and exercise of Options hereunder, and
the obligation of the Company to sell and deliver shares under such Options,
shall be subject to all applicable laws, rules and regulations, and to such
approvals by any governmental agencies, national securities exchanges and
interdealer quotation systems as may be required.

         13.      General Provisions.

                  (a)      Certificates. All certificates for shares of Stock
                           ------------
delivered under the Plan shall be subject to such stop transfer orders and other
restrictions as the Committee may deem advisable under the rules, regulations
and other requirements of the Securities and Exchange Commission, or other
securities commission having jurisdiction, any applicable Federal or state
securities law, any stock exchange or interdealer quotation system upon which
the Stock is then listed or traded and the Committee may cause a legend or
legends to be placed on any such certificates to make appropriate reference to
such restrictions.

                  (b)      Employment Matters. The adoption of the Plan shall
                           ------------------
not confer upon any Optionee of the Company or any Subsidiary any right to
continued employment or, in the case of an Optionee who is a director, continued
service as a director, with the Company or a Subsidiary, as the case may be, nor
shall it interfere in any way with the right of the Company or any Subsidiary to
terminate the employment of any of its employees, the service of any of its
directors or the retention of any of its consultants or advisors at any time.

                  (c)      Limitation of Liability. No member of the Board or
                           -----------------------
the Committee, or any officer or employee of the Company acting on behalf of the
Board or the Committee, shall be personally liable for any action, determination
or interpretation taken or made in good faith with respect to the Plan, and all
members of the Board or the Committee and each and any officer or employee of
the Company acting on their behalf shall, to the fullest extent permitted by
law, be fully indemnified and protected by the Company in respect of any such
action, determination or interpretation.

                              Exhibit 4.1 Page 6
<PAGE>

                  (d)      Registration of Stock. Notwithstanding any other
                           ---------------------
provision in the Plan, no Option may be exercised unless and until the Stock to
be issued upon the exercise thereof has been registered under the Securities Act
and applicable state securities laws, or is, in the opinion of counsel to the
Company, exempt from such registration in the United States. The Company shall
not be under any obligation to register under applicable federal or state
securities laws any Stock to be issued upon the exercise of an Option granted
hereunder in order to permit the exercise of an Option and the issuance and sale
of the Stock subject to such Option, although the Company may in its sole
discretion register such Stock at such time as the Company shall determine. If
the Company chooses to comply with such an exemption from registration, the
Stock issued under the Plan may, at the direction of the Committee, bear an
appropriate restrictive legend restricting the transfer or pledge of the Stock
represented thereby, and the Committee may also give appropriate stop transfer
instructions with respect to such Stock to the Company's transfer agent.

         14.      Governing Law.

                  The law of the State of Delaware shall govern all questions
concerning the construction, validity and interpretation of this Plan, without
regard to such state's conflict of laws rules.


                         AMERICAN PACIFIC CORPORATION
                               January 16, 2001



                              Exhibit 4.1 Page 7
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.2
<SEQUENCE>3
<FILENAME>dex42.txt
<DESCRIPTION>FORM OF OPTION GRANT LETTER AGREEMENT
<TEXT>

<PAGE>

                                                                     EXHIBIT 4.2





                                 May 16, 2001



To:      [Optionee Name]
         [Optionee Address]
         [Optionee Address]
         [Optionee Address]


         We are pleased to inform you that on April 24, 2001, the Board of
Directors of American Pacific Corporation (the "Company") granted you a
Nonqualified Option (the "Option") to purchase [Option Amount] shares of common
stock (the "Shares"), $.10 par value per share, of the Company ("Common Stock")
pursuant to the Company's 2001 Stock Option Plan (the "Plan"), at a price of
$4.87 per Share. Capitalized terms used herein and not otherwise defined shall
have the meanings ascribed to them in the Plan (a copy of which in its present
form is attached hereto).

         The Option may be exercised at any time or from time to time (a) with
respect to 50% of the Shares, on or after the date hereof (b) with respect to
the balance of the Shares, on or after the first anniversary of the date hereof
and, in any case, at or before 5:00 p.m., Las Vegas, Nevada time, on April 24,
2011 (the date on which the Option will, to the extent not previously exercised,
expire). You must purchase a minimum of 100 Shares each time you choose to
purchase Shares, except to purchase the remaining Shares available to you. In
the event of a change in control of the Company, the Committee may cause all or
part of the Option granted hereby to immediately become fully vested and
exercisable and/or may cause the Option to terminate within a specified number
of days after notice to you. The term "change in control" is defined in the Plan
and means, generally, consummation of (i) a tender offer for more than 30% of
the Company's voting securities, (ii) a merger or consolidation of the Company
with another corporation, (iii) the sale of all or substantially all of the
Company's assets, or (iv) the acquisition by a person or entity of 50% or more
of the Company's outstanding voting securities (unless, as a result of any such
transaction, more than 50% of the outstanding voting securities of the surviving
or resulting corporation (in the case of a transaction referred to in clause
(i), (ii), or (iv) above) or of the Company's assets (in the case of a
transaction referred to in clause (iii) above) shall be owned by shareholders of
the Company immediately prior to such transaction and/or Company benefit plans
and affiliates).

         The Option is issued in accordance with and is subject to and
conditioned upon all of the terms and conditions of the Plan, as from time to
time amended, provided, however, that no future amendment or termination of the
Plan shall, without your consent, alter or impair any of your rights or
obligations under the Option. Reference is made to the terms and conditions of
the Plan, all of which are incorporated by reference herein as if fully set
forth herein.

         The Company, in its sole discretion, may file a registration statement
under the Securities Act of 1933, as amended (the "Act"), in order to register
the Shares. Unless at the time of the exercise of the Option a registration
statement under the Act is in effect as to such Shares, any Shares purchased by
you upon the exercise of the Option shall be acquired for investment and not for
sale or distribution, and if the Company so requests, upon any exercise of the
Option, in whole or in part, you will execute and deliver to the Company a
certificate to such effect. The Company shall not be obligated to issue any
Shares pursuant to the Option if, in the opinion of counsel to the Company, the
Shares to be so issued are required to be registered or otherwise qualified
under the Act or under any other applicable statute, regulation or ordinance
affecting the sale of securities, unless and until such Shares have been so
registered or otherwise qualified.
<PAGE>

[Optionee Name]
May 16, 2001
Page 2

         You understand and acknowledge that, under existing law, unless at the
time of the exercise of the Option a registration statement under the Act is in
effect as to such Shares (i) any Shares purchased by you upon exercise of the
Option may be required to be held indefinitely unless such Shares are
subsequently registered under the Act or an exemption from such registration is
available; (ii) any sales of such Shares made in reliance upon Rule 144
promulgated under the Act may be made only in accordance with the terms and
conditions of that Rule (which, under certain circumstances, restrict the number
of shares which may be sold and the manner in which shares may be sold); (iii)
in the case of securities to which Rule 144 is not applicable, compliance with
some other disclosure exemption will be required before any Shares may be sold;
(iv) certificates for Shares to be issued to you hereunder shall bear a legend
to the effect that the Shares have not been registered under the Act and that
the Shares may not be sold, hypothecated or otherwise transferred in the absence
of an effective registration statement under the Act relating thereto or an
opinion of counsel satisfactory to the Company that such registration is not
required; (v) the Company will place an appropriate "stop transfer" order with
its transfer agent with respect to such Shares; and (vi) the Company has
undertaken no obligation to register the Shares or to include the Shares in any
registration statement which may be filed by it subsequent to the issuance of
the Shares to you.

         The Option (or installment thereof) is to be exercised by delivering to
the Company a written notice of exercise in the form attached hereto as Exhibit
A, specifying the number of Shares to be purchased, together with payment of the
purchase price of the Shares to be purchased. The purchase price is to be paid
in cash, certified check or, at the discretion of the Committee, by delivering
shares of Common Stock already owned by you and having a Fair Market Value on
the trading day immediately preceding the date of exercise equal to the exercise
price of the Option, or a combination of shares of Common Stock and cash, or
otherwise in accordance with the Plan.

         Kindly evidence your acceptance of the Option and your agreement to
comply with the provisions hereof and of the Plan by executing this letter under
the words "Agreed To and Accepted."

                                          Very truly yours,

                                          AMERICAN PACIFIC CORPORATION


                                          By:___________________________________
                                          Name:  John R. Gibson
                                          Title: Chairman, CEO and President

AGREED TO AND ACCEPTED:


__________________________________
[Optionee Name]

                              Exhibit 4.2 Page 2
<PAGE>

                                   Exhibit A
                                   ---------

American Pacific Corporation
3770 Howard Hughes Parkway, Suite 300
Las Vegas, Nevada 89109

Gentlemen:

         Notice is hereby given of my election to purchase _________ Shares of
Common Stock, $.10 par value per share (the "Shares"), of American Pacific
Corporation at a price of $4.87 per Share, pursuant to the provisions of the
option granted to me on April 24, 2001, under the Company's 2001 Stock Option
Plan. Enclosed in payment for the Shares is:

         my check in the amount of $________________.

     *   ___________ Shares having a total value of $_________________.

         The following information is supplied for use in issuing and
registering the Shares purchased hereby:

         Number of Certificates
         and Denominations              ______________________________

         Name                           ______________________________

         Address                        ______________________________

                                        ______________________________

         Social Security Number         ______________________________



Dated:   _______________, _______

                                             Very truly yours,


                                             ___________________________________
                                             Print Name:

*Subject to the approval of the Committee.

                              Exhibit 4.2 Page 3
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5
<SEQUENCE>4
<FILENAME>dex5.txt
<DESCRIPTION>OPINION OF COUNSEL
<TEXT>

<PAGE>

                                                                       EXHIBIT 5



                                 June 5, 2001




Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549

          Re:  American Pacific Corporation -
               Registration Statement on Form S-8 filed June 7, 2001
               -----------------------------------------------------

Dear Sir or Madam:

          We are counsel to American Pacific Corporation ("Registrant"). We
furnish this opinion in connection with the above-referenced Registration
Statement relating to 350,000 shares of Common Stock of the Registrant (the
"Securities") issuable upon the exercise of stock options granted or to be
granted under the Registrant's 2001 Stock Option Plan (the "Options").

          In furnishing our opinion, we have examined the Certificate of
Incorporation and the By-Laws of the Registrant, and such other instruments and
documents, including the minutes of the meetings of the Board of Directors of
Registrant, as well as certificates of public officials and officers of the
Registrant, as we have deemed relevant and necessary as the basis for our
opinion expressed herein. We have examined originals or certified, conformed or
photostatic copies of all documents, the authenticity of which has been
established to our satisfaction. In all such examinations, we have assumed the
genuineness of all signatures on original and certified documents, and the
conformity to executed documents of all unexecuted copies submitted to us as
conformed or photostatic copies.

          Based upon the foregoing, we are of the opinion that the Securities
have been duly authorized and will be legally issued, fully paid and
non-assessable; subject, however, to receipt by the Registrant of the exercise
price for the Options.

          We hereby consent to use of this opinion in the Registration
Statement.

          We advise you that Victor M. Rosenzweig, a member of our firm, is a
director of the Registrant and holds shares, and options to purchase shares, of
the Registrant's Common Stock.

                                 Very truly yours,



                                 OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.1
<SEQUENCE>5
<FILENAME>dex231.txt
<DESCRIPTION>CONSENT OF INDEPENDENT AUDITORS
<TEXT>

<PAGE>

                                                                    EXHIBIT 23.1






INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in this Registration Statement of
American Pacific Corporation on Form S-8 of our report dated November 22, 2000,
appearing in the Annual Report on Form 10-K of American Pacific Corporation for
the year ended September 30, 20000.




DELOITTE & TOUCHE LLP

Las Vegas, Nevada
June 4, 2001
</TEXT>
</DOCUMENT>
</SUBMISSION>
