<SUBMISSION>
<ACCESSION-NUMBER>0000921895-03-000248
<TYPE>S-8
<PUBLIC-DOCUMENT-COUNT>7
<FILING-DATE>20030424
<EFFECTIVENESS-DATE>20030424
<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>333-104732
<FILM-NUMBER>03662582
</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>forms800005_04232003.htm
<DESCRIPTION>FORM S-8
<TEXT>
<HTML>
<HEAD>
<TITLE>FORM 10K</TITLE>
</HEAD>
<BODY>
<PRE>
As filed  with  the  Securities  and  Exchange  Commission  on  April  24,  2003
                                                            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, of Principal Executive Offices) (Zip Code)

    AMERICAN PACIFIC CORPORATION AMENDED AND RESTATED 2001 STOCK OPTION PLAN
          AMERICAN PACIFIC CORPORATION 2002 DIRECTORS STOCK OPTION PLAN
                            (Full title of the Plans)

                                  DAVID N. KEYS
                            EXECUTIVE VICE PRESIDENT
                          AMERICAN PACIFIC CORPORATION
                           3770 HOWARD HUGHES PARKWAY
                                    SUITE 300
                             LAS VEGAS, NEVADA 89109
                    (Name and address of agent for service)

                                 (702) 735-2200
            (Telephone number, including area code, of agent for service)

                                    COPY TO:
                           VICTOR M. ROSENZWEIG, ESQ.
                  OLSHAN GRUNDMAN FROME ROSENZWEIG &amp;Wolosky LLP
                                 505 Park Avenue
                            New York, New York 10022
                                 (212) 753-7200

                         CALCULATION OF REGISTRATION FEE

===============================================================================================================================
    Title of each class of
     securities to be          Amount to be          Proposed maximum         Proposed maximum           Amount of registration
         registered             registered(1)    offering price per share   aggregate offering price           fee
-------------------------------------------------------------------------------------------------------------------------------
Common Stock, par                   80,000              $8.30(2)                $664,000                      $53.72
value $.10 per share               220,000              $7.91(3)                $1,740,200                    $140.78
-------------------------------------------------------------------------------------------------------------------------------
Common Stock, par                   40,000              $8.36(4)                $384,400                      $31.10
value $.10 per share               160,000              $7.91(5)                $1,265,600                    $102.38
-------------------------------------------------------------------------------------------------------------------------------

(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  Amended and Restated  2001 Stock Option Plan
(the "Amended Plan") or the American  Pacific  Corporation  2002 Directors Stock
Option Plan (the "Directors Plan").
(2)  Represents  the  exercise  price per share of options for 80,000  shares of
Common Stock which have been granted under the Amended Plan.
(3)  Pursuant  to Rule  457(g) and (h),  the  offering  price for an  additional
220,000  shares of Common Stock that may be issued under options not yet granted
under the Amended 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 $7.91 as reported by the Nasdaq Stock Market ("Nasdaq") on April 23, 2003.


<PAGE>


(4)  Represents  the  exercise  price per share of options for 40,000  shares of
Common Stock which have been granted under the Directors  Plan.
(5)  Pursuant  to Rule  457(g) and (h),  the  offering  price for an  additional
160,000  shares of Common Stock that may be issued under options not yet granted
under the Directors 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 $7.91 as reported by Nasdaq on April 23, 2003.

                                       2

<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 the
following shares of common stock,  $.10 par value per share, of the Company (the
"Common Stock"):

1.   300,000  additional  shares of Common Stock have been reserved for issuance
     under the Amended Plan, as a result of an increase to 650,000 in the number
     of authorized shares for issuance under the Amended Plan; and

2.   200,000  shares of Common Stock have been  reserved for issuance  under the
     Directors 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.

                                        3

<PAGE>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

            The following documents filed by 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, 2002;

     (2) The  Company's  Quarterly  Report  on Form  10-Q for the  period  ended
December 31, 2002;

     (3) The  Company's  Current  Report on Form 8-K filed on December 13, 2002;
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
&amp;  Wolosky LLP, 505 Park Avenue,  New York, New York 10022, is a director of
the Company and  beneficially  owns 1,000 shares of the Company's  Common Stock,
and holds options to purchase 19,000 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.


                                        4
<PAGE>


ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.

ITEM 8.  EXHIBITS

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

     *4.2 - The American  Pacific  Corporation  2002 Directors Stock Option Plan
            (the "Directors Plan").

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

     *4.4 - Form of Option grant letter under the Directors Plan.

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

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

    *23.2   - Consent of Olshan  Grundman  Frome  Rosenzweig  &amp;  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;

               (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  Exchange  Act that
          are incorporated by reference in the Registration Statement;

          (2) That,  for the  purpose of  determining  any  liability  under the
Securities Act, 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, each
               filing of the registrant's annual report pursuant to Section

                                        5

<PAGE>


               13(a) or 15(d) of the Exchange Act (and, where  applicable,  each
               filing of an employee  benefit  plan's annual report  pursuant to
               Section  15(d)  of the  Exchange  Act)  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.

           C.  Insofar as  indemnification  for  liabilities  arising  under the
               Securities  Act  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  Commission  such  indemnification  is against
               public  policy  as  expressed  in  the  Securities  Act  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 and will
               be governed by the final adjudication of such issue.

                                        6

<PAGE>


                                   SIGNATURES

            Pursuant to the  requirements  of the Securities Act, 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 Las Vegas, State of Nevada on April 22, 2003.


                                     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 or her 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   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,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the date indicated.



Signature                         Title                                            Date
---------                         -----                                            ----


/s/ John R. Gibson                President, Chief Executive Officer         April 22, 2003
------------------                (Principal Executive Officer) and
John R. Gibson                    Chairman of the Board

/s/ David N. Keys                 Executive Vice President, Chief            April 22, 2003
-----------------                 Financial Officer (Principal Financial
David N. Keys                     and Accounting Officer), Treasurer,
                                  Secretary and Director

/s/ Fred D. Gibson, Jr.           Director                                   April 22, 2003
-----------------------
Fred D. Gibson, Jr.

                                  Director                                   April 22, 2003
-----------------------
Jan H. Loeb

                                  Director                                   April 22, 2003
-----------------------
Berlyn D. Miller

                                  Director                                   April 22, 2003
-----------------------
Norval F. Pohl

/s/ C. Keith Rooker               Director                                   April 22, 2003
-------------------
C. Keith Rooker

                                       7

<PAGE>


/s/ Victor M. Rosenzweig          Director                                   April 22, 2003
------------------------
Victor M. Rosenzweig

------------------------          Director                                   April 22, 2003
Dean M. Willard

/s/ Jane L. Williams              Director                                   April 22, 2003
--------------------
Jane L. Williams

                                       8

</PRE>
</BODY>
</HTML>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4
<SEQUENCE>3
<FILENAME>ex41tos800005_04232003.htm
<DESCRIPTION>EX 4,1
<TEXT>
<HTML>
<HEAD>
<TITLE>FORM 10K</TITLE>
</HEAD>
<BODY>
<PRE>


                                                                     EXHIBIT 4.1

                          AMERICAN PACIFIC CORPORATION
                              AMENDED AND RESTATED
                             2001 STOCK OPTION PLAN



1.    PURPOSE OF THE PLAN.

      This Amended and Restated  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  (d) 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.  The Company  also  intends that the Plan meet the rules,
regulations and requirements of the principal  national  securities  exchange or
automated  quotation  system on which the shares of the Company's  Common Stock,
$.10 par value per share (the "Stock"), are listed or traded.  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 three 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

                                       1

<PAGE>


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 does not consist of three 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 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 650,000
shares of 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 authorized and unissued shares or treasury shares, and
such number of shares of Stock shall be and hereby is 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

                                       2

<PAGE>


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 or automated quotation system on which the shares
of Stock are listed or traded.

      b. OPTION TERM.  The term of each Option shall be fixed by the  Committee,
but no Option shall be exercisable more than 10 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
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 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 upon conclusion of such tender offer (or
     series  of  related  offers)  more  than  50%  of  the  outstanding  voting
     securities of the Company or any 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 or
     series of related offers),  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


                                        3

<PAGE>


     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  Company  or any
     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;  provided,  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 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  date of  exercise)  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.

                                        4

<PAGE>


      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 three months of
termination of employment,  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.

      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.


                                        5

<PAGE>


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  split,  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 reoffer and resale of Stock  issuable  under 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.

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).


                                        6

<PAGE>


      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 automated  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.

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
                                November 12, 2002


                                        7
</PRE>
</BODY>
</HTML>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4
<SEQUENCE>4
<FILENAME>ex42tos800005_04232003.htm
<DESCRIPTION>EX-4.2
<TEXT>
<HTML>
<HEAD>
<TITLE>FORM 10K</TITLE>
</HEAD>
<BODY>
<PRE>

                                                                     EXHIBIT 4.2

                          AMERICAN PACIFIC CORPORATION
                        2002 DIRECTORS STOCK OPTION PLAN

                                   ARTICLE I.

                                     PURPOSE

      The purpose of the  American  Pacific  Corporation  2002  Directors  Stock
Option Plan (the "Plan") is to promote the long-term  success of the Company and
the  creation of  stockholder  value by (a)  encouraging  Directors  to focus on
critical long-range objectives,  (b) encouraging the attraction and retention of
Directors with exceptional  qualifications and (c) linking Directors directly to
stockholder interests through increased stock ownership. The Plan will provide a
means whereby such directors may purchase  shares of the common stock,  $.10 par
value,  of American  Pacific  Corporation  upon  exercise of options  granted in
accordance with the Plan.

                                   ARTICLE II.

                                   DEFINITIONS

      The following capitalized terms used in the Plan shall have the respective
meanings set forth in this Article:

2.1  "Board" shall mean the Board of Directors of American Pacific Corporation.

2.2  "Change in Control" shall be deemed to have occurred if:

     a. 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 upon  conclusion  of such tender  offer (or
series of related offers) more than 50% of the outstanding  voting securities of
the Company or any  surviving or resulting  corporation  shall  nevertheless  be
owned  in the  aggregate  by the  stockholders  of the  Company  (as of the time
immediately  prior to the  commencement  of such  offer  or  series  of  related
offers), any employee benefit plan of the Company or its subsidiaries, and their
affiliates;

     b. 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  stockholders  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;

     c. 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
stockholders  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

     d. 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 Company or any  surviving  or  resulting
corporation  shall be owned in the aggregate by the  stockholders 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 definition, 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


                                        1

<PAGE>


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; provided,  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 stockholders of the Company in substantially the same proportion as their
ownership of stock of the Company.


     2.3 "CODE" shall mean the Internal Revenue Code of 1986, as amended.

     2.4 "COMMITTEE" shall mean the Stock Option Committee of the Board.

     2.5 "COMPANY" shall mean American Pacific Corporation.

     2.6  "DIRECTOR"  shall  mean any  person  who is a member  of the  Board of
Directors of the Company.

     2.7 "ELIGIBLE  PERSON" shall mean any Director who is neither a full- nor a
part-time Employee of the Company.

     2.8  "EXCHANGE  ACT" shall mean the  Securities  Exchange  Act of 1934,  as
amended.

     2.9 "EXERCISE  PRICE" shall mean the price per Share at which an Option may
be exercised, as specified in the applicable Option Agreement.

     2.10 "FAIR  MARKET  VALUE"  shall mean the closing sale price of a Share as
reported on the principal national  securities  exchange or automated  quotation
system on which the Shares are listed or traded on the Grant Date or on the next
preceding  trading  day on which  Shares were traded if no Shares were traded on
the Grant Date. If the Shares are not listed or traded on a national  securities
exchange or automated quotation system, Fair Market Value shall mean the average
of the closing bid and asked prices of the Shares in the over-the-counter market
on the Grant Date,  or the next  preceding  trading day on which closing bid and
asked prices were  available,  if no closing bid and asked prices were available
on the Grant Date.  If Fair Market Value cannot be  determined  in the foregoing
manner,  it  shall  be  determined  by the  Committee  in  accordance  with  the
provisions of the Code.  Such  determination  shall be conclusive and binding on
all persons.

     2.11 "GRANT DATE" shall mean the Initial Grant Date or any Subsequent Grant
Date.

     2.12  "IMMEDIATE  FAMILY"  shall  mean any  child,  stepchild,  grandchild,
parent, stepparent, grandparent, spouse, sibling, mother-in-law,  father-in-law,
son-in-law,  daughter-in-law,  brother-in-law or sister-in-law and shall include
adoptive relationships.

     2.13  "INITIAL  GRANT DATE" shall mean November 22, 2002, or if an Eligible
Director is first elected to the Board  subsequent to November 22, 2002 the date
of such election.

     2.14 "OPTION" shall mean an Option to purchase  Shares granted  pursuant to
the Plan.  Options do not  qualify as  incentive  options  described  in Section
422(b) of the Code.

     2.15  "OPTION  AGREEMENT"  shall mean the written  agreement  described  in
Article VI hereof.

     2.16  "PURCHASE  PRICE" shall mean the  Exercise  Price  multiplied  by the
number of whole Shares with respect to which an Option is exercised.

     2.17 "SECURITIES ACT" shall mean the Securities Act of 1933, as amended.


                                       2

<PAGE>


     2.18  "SHARES"  shall mean shares of common stock,  $.10 par value,  of the
Company.

     2.19  "SUBSEQUENT  GRANT DATE" shall mean each  anniversary  of the Initial
Grant Date.

                                  ARTICLE III.

                                 ADMINISTRATION

     3.1 GENERAL. The Committee shall administer the Plan in accordance with its
express  provisions.  The Committee  shall consist  exclusively of three or more
Eligible  Persons,  who  shall be  appointed  by the  Board.  In  addition,  the
composition  of  the  Committee  shall  satisfy  (a)  such  requirements  as the
Securities and Exchange Commission may establish for administrators acting under
plans  intended to qualify  for  exemption  under Rule 16b-3 (or its  successor)
under the Exchange  Act and (b) such  requirements  as any  national  securities
exchange or automated  quotation system on which the Shares are listed or traded
may establish for administrators acting under stock option plans.

     3.2 POWERS OF THE  COMMITTEE.  The  Committee  shall have full and complete
authority  to adopt  such  rules  and  regulations  and to make  all such  other
determinations  not  inconsistent  with  the  Plan as may be  necessary  for the
administration of the Plan. The Committee's  determinations under the Plan shall
be conclusive and binding on all persons.

                                   ARTICLE IV.

                             SHARES SUBJECT TO PLAN

      Subject to  adjustment  in  accordance  with Article VIII, an aggregate of
200,000  Shares is reserved for issuance  under the Plan.  Shares sold under the
Plan may be either  authorized  and unissued  Shares or treasury  Shares.  If an
Option or any portion  thereof shall expire or terminate for any reason  without
having been  exercised in full,  the  unpurchased  Shares subject to such Option
shall be available for future grants of Options.

                                   ARTICLE V.

                                     GRANTS

      On the  Initial  Grant  Date,  and on each  Subsequent  Grant  Date,  each
Eligible Person shall be granted an Option to purchase 5,000 Shares.

                                   ARTICLE VI.

                                 TERMS OF OPTION

      Each Option shall be evidenced by a written Option  Agreement  executed by
the Company and the Eligible  Person,  which shall  specify the Grant Date,  the
number of Shares subject to the Option,  the Exercise Price,  which shall be the
Fair  Market  Value of the  Shares,  and shall also  include or  incorporate  by
reference  the  substance  of all of the  following  provisions  and such  other
provisions consistent with the Plan as the Committee may determine. The terms of
the grant of Options  to an  Eligible  Person  may only be changed if  permitted
under Rule 16b-3 of the Exchange Act.

     6.1 TERM.  The term of each  Option  shall be 10 years from the Grant Date,
subject to earlier termination in accordance with Articles VI and VIII.


                                       3

<PAGE>


     6.2  RESTRICTION ON EXERCISE.  Options shall be exercisable at such time or
times and subject to such terms and  conditions  as shall be  determined  by the
Committee at grant,  provided,  however,  that unless a longer vesting period is
otherwise  determined by the Committee at grant,  an Option shall be exercisable
as to one-half of the aggregate  Shares covered thereby  commencing on the Grant
Date and as to the remaining  one-half of the Shares covered thereby  commencing
on the first anniversary of the Grant Date.

     6.3 EXERCISE PRICE.  The Exercise Price for each Share subject to an Option
shall be its Fair Market Value.

     6.4 MANNER OF EXERCISE. An Option shall be exercised in accordance with its
terms by delivery of a written  notice of exercise to the Company and payment of
the full Purchase Price of the Shares being  purchased.  An Eligible  Person may
exercise  an Option  with  respect  to all or fewer than all of the Shares as to
which such Option may then be exercised, but in no event shall fractional Shares
be issued.

     6.5 PAYMENT.  The Purchase  Price for Shares  purchased upon exercise of an
Option or portion thereof may be paid:

          a. in United States Dollars,  in cash or by check, bank draft or money
     order payable to the Company;

          b. by delivery of Shares  already owned by an Eligible  Person with an
     aggregate  Fair Market Value on the date of exercise  equal to the Purchase
     Price, subject to the provisions of Section 16(b) of the Exchange Act; or

          c. through the written  election of the Eligible Person to have Shares
     withheld by the Company from the Shares otherwise to be received, with such
     withheld  Shares  having  an  aggregate  Fair  Market  Value on the date of
     exercise equal to the Purchase Price.

     6.6 TRANSFERABILITY. No Option shall be transferable otherwise than by will
or the laws of descent and distribution;  provided,  however, that to the extent
the  related  Option  Agreement  provisions  do not  disqualify  such option for
exemption under Rule 16b-3 under the Exchange Act, an Option may be transferable
during an Optionee's  lifetime to Immediate Family of an Optionee,  partnerships
and  limited  liability  companies  in which the only  partners  or members  are
members of the Optionee's  Immediate Family,  and trusts  established solely for
the benefit of such Immediate Family; and provided,  further, that an Option may
be transferred  pursuant to a qualified  domestic relations order (as defined in
the Code and the rules promulgated  thereunder).  An Option shall be exercisable
during the Eligible Person's lifetime only by the Eligible Person, his guardian,
legal representative or permitted transferee.

     6.7 TERMINATION OF SERVICE.  If an Eligible  Person's service as a Director
terminates  for any  reason  other  than  cause,  an Option  held on the date of
termination  may  be  exercised  to  the  extent  exercisable  on  the  date  of
termination at any time within one year after the date of such  termination (but
in no  event  after  the  term  of the  Option  expires)  and  shall  thereafter
terminate; provided, however, that if such termination occurs by reason of death
or disability of the Optionee,  an Option held on the date of termination may be
exercised  as to the full  number  of Shares  covered  thereby.  If an  Eligible
Person's  service as a Director is  terminated  for cause,  which  determination
shall be made by the Committee, Options held by him shall terminate concurrently
with the termination of such service.


                                       4

<PAGE>


                                  ARTICLE VII.

                        GOVERNMENT AND OTHER REGULATIONS

     7.1 DELIVERY OF SHARES.  The obligation of the Company to issue or transfer
and deliver Shares for exercised  Options under the Plan shall be subject to all
applicable laws, regulations,  rules, orders and approvals that shall then be in
effect.  The Company  reserves the right to restrict,  in whole or in part,  the
delivery of Shares pursuant to any Option prior to the satisfaction of all legal
requirements  relating to the  issuance of such Shares,  to their  registration,
qualification or listing or to an exemption from registration,  qualification or
listing.

     7.2  EXERCISE  OF OPTION FOR  INVESTMENT.  Unless the reoffer and resale of
Shares issuable under the Plan have been registered under 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.

                                  ARTICLE VIII.

                                   ADJUSTMENTS

     8.1  PROPORTIONATE  ADJUSTMENTS.  If the outstanding  Shares are increased,
decreased,  changed into or exchanged into a different  number or kind of Shares
or  securities  of  the  Company   through   reorganization,   recapitalization,
reclassification,  stock  dividend,  stock split,  reverse  stock split or other
similar transaction,  an appropriate and proportionate  adjustment shall be made
to the  maximum  number  and kind of Shares as to which  Options  may be granted
under the Plan. A corresponding adjustment changing the number or kind of Shares
allocated  to  unexercised  Options or portions  thereof,  which shall have been
granted prior to any such change, shall likewise be made. Any such adjustment in
the  outstanding  Options  shall be made without  change in the  Purchase  Price
applicable  to the  unexercised  portion  of  the  Option  with a  corresponding
adjustment  in  the  Exercise  Price  of  the  Shares  covered  by  the  Option.
Notwithstanding the foregoing,  there shall be no adjustment for the issuance of
Shares on conversion of notes, preferred stock or exercise of warrants or Shares
issued by the Board for such consideration as the Board deems appropriate.

     8.2 CHANGE OF CONTROL.  Upon the  occurrence  of a Change in  Control,  all
outstanding  Options shall become exercisable  immediately as to the full number
of Shares  covered  thereby on a date  determined by the  Committee  providing a
reasonable  time  thereafter  within which to exercise such Options prior to the
effectiveness of such Change in Control.

                                   ARTICLE IX.

                        AMENDMENT OR TERMINATION OF PLAN

     9.1 AMENDMENTS.  The Committee may at any time amend or revise the terms of
the Plan,  provided no such  amendment  or revision  shall,  unless  appropriate
stockholder approval of such amendment or revision is obtained:

          a. increase the maximum  number of Shares that may be sold pursuant to
     Options granted under the Plan, except as permitted under the provisions of
     Article VIII;

          b. change the minimum Exercise Price set forth in Article VI;

          c. increase the maximum term of Options provided for in Article VI; or


                                       5

<PAGE>


          d. permit the granting of Options to any one other than as provided in
     Article V.

     9.2  TERMINATION.  The  Committee at any time may suspend or terminate  the
Plan.  The  Plan,  unless  sooner  terminated,  shall  terminate  on  the  tenth
anniversary  of its  adoption by the Board.  No Option may be granted  under the
Plan while the Plan is suspended or after it is terminated.

     9.3 CONSENT OF HOLDER. No amendment,  suspension or termination of the Plan
shall,  without the  consent of the holder of an  outstanding  Option,  alter or
impair any rights or obligations under such Option.

                                   ARTICLE X.

                            MISCELLANEOUS PROVISIONS

     10.1 PRIVILEGE OF STOCK OWNERSHIP.  No Eligible Person entitled to exercise
an Option granted under the Plan shall have any of the rights or privileges of a
stockholder of the Company with respect to any Shares  issuable upon exercise of
such Option until  certificates  representing such Shares shall have been issued
and delivered.

     10.2 PLAN EXPENSES. Any expenses incurred in the administration of the Plan
shall be borne by the Company.

     10.3 USE OF PROCEEDS.  Payment  received  from an Eligible  Person upon the
exercise  of an  Option  shall be used for  general  corporate  purposes  of the
Company.

     10.4  GOVERNING  LAW. The Plan has been adopted under the laws of the State
of  Delaware.  The Plan and all Options  that may be granted  hereunder  and all
matters  related  thereto,  shall be governed by and  construed  and enforced in
accordance with the laws of the State of Delaware.

                                   ARTICLE XI.

                              STOCKHOLDER APPROVAL

      The Plan is subject to approval by  stockholders  of the Company within 12
months after the date the Board  approves the Plan, by the  affirmative  vote of
holders of a majority of the voting Shares of the Company  represented in person
or by proxy and entitled to vote at the meeting. Options may be granted, but not
exercised, before such stockholder approval. If the stockholders fail to approve
the Plan within the required  time period,  any Options  granted  under the Plan
shall be void and no additional Options may thereafter be granted thereunder.

                                  ARTICLE XII.

                                      TAXES

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

                          AMERICAN PACIFIC CORPORATION
                                November 12, 2002

</PRE>
</BODY>
</HTML>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4
<SEQUENCE>5
<FILENAME>ex43tos800005_04232003.htm
<DESCRIPTION>EX-4.3
<TEXT>
<HTML>
<HEAD>
<TITLE>FORM 10K</TITLE>
</HEAD>
<BODY>
<PRE>


                                                                     EXHIBIT 4.3


[LOGO]  AMERICAN PACIFIC CORPORATION



                                December 13, 2002



To:  [NAME] ((LastName))
     [ADDRESS]


            We are pleased to inform you that on December 13, 2002, the Board of
Directors of American Pacific  Corporation (the "Company") granted you a [OPTION
TYPE] Option (the "Option") to purchase  [OPTIONS 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
$8.30 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
December  13,  2012  (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


        3770 HOWARD HUGHES PARKWAY o SUITE 300 o LAS VEGAS, NEVADA 89109
                    PHONE (702) 735-2200 o FAX (702) 735-4876

<PAGE>


[NAME]
December 31, 2002
Page 2


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.

            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:


-----------------------------------
[NAME]

[LOGO]


<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 $8.30 per Share,  pursuant to the  provisions  of the
option granted to me on December 13, 2002, 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 &amp; Denominations:
                                             -----------------------------------

                                        Name:
                                             -----------------------------------

                             Mailing address:
                                             -----------------------------------

                                             -----------------------------------

                      Social Security Number:
                                             -----------------------------------


Dated:
      --------------------, --------------

                                          Very truly yours,


                                          --------------------------------------
                                          Print Name:   [NAME]


*Subject to the approval of the Committee.


[LOGO]

</PRE>
</BODY>
</HTML>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4
<SEQUENCE>6
<FILENAME>ex44tos800005_04232003.htm
<DESCRIPTION>EX-4.4
<TEXT>
<HTML>
<HEAD>
<TITLE>FORM 10K</TITLE>
</HEAD>
<BODY>
<PRE>


                                                                     EXHIBIT 4.4

                                November 22, 2002



[DIRECTOR'S NAME AND MAILING ADDRESS]

Dear [NAME OF DIRECTOR]

We are  pleased  to  inform  you that on  November  22,  2002 the  Stock  Option
Committee  of the  Board of  Directors  of  American  Pacific  Corporation  (the
"Company")  granted you an option pursuant to the Company's 2002 Directors Stock
Option Plan (the "Plan") to purchase [Number of Shares] shares (the "Shares") of
Common Stock, par value $.10 per share, of the Company,  at a price of $8.36 per
Share.  The  exercise  of this  option is subject to approval of the Plan by the
stockholders of the Company on or before November 11, 2003.

No  part  of the  option  is  currently  exercisable,  pending  approval  by the
stockholders  of the Company at the 2003  Annual  Meeting of  Stockholders.  The
option may first be  exercised  with respect to 50% of the Shares at any time on
or after stockholder  approval.  The option may be exercised with respect to the
remaining  50% of the  Shares at any time on or after  November  22,  2003.  The
option,  to the extent not  previously  exercised,  will expire on November  22,
2012.  You must purchase a minimum of 50 Shares each time you choose to purchase
Shares,  except to purchase the remaining Shares available to you (if fewer than
50).

This option is issued in accordance with and is subject to and conditioned  upon
all of the terms and conditions of the Plan (a copy of which in its present form
is attached hereto), 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 this option. Reference is made
to the  terms and  conditions  of the Plan,  all of which  are  incorporated  by
reference in this option agreement as if fully set forth herein.

Unless at the time of the exercise of this option a registration statement under
the  Securities  Act of 1933,  as amended (the  "Act"),  is in effect as to such
Shares,  any Shares  purchased  by you upon the exercise of this option shall be
acquired for investment and not for sale or distribution,  and if the Company so
requests,  upon any  exercise  of this  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 this 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.

You understand and acknowledge  that,  under existing law, unless at the time of
the exercise of this option a registration  statement under the Act is in effect
as to such Shares (i) any Shares  purchased by you upon  exercise of this 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



<PAGE>


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 that 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  Regulation A
promulgated  under the Act or some other disclosure  exemption will be required;
(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 that may be filed by it subsequent to the issuance of the
shares to you. In addition,  you understand and acknowledge that the Company has
no  obligation  to you to furnish  information  necessary  to enable you to make
sales under Rule 144.

This 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 or as otherwise provided in the Plan.

Would you kindly  evidence your  acceptance of this 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:
                                   ---------------------------------------------
                                   John R. Gibson, Chief Executive Officer


AGREED TO AND ACCEPTED:


--------------------------
[Name of Director], Optionee

                                       2

<PAGE>


                                    EXHIBIT A
                                    ---------

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

Gentlemen:

      Notice is hereby  given of my  election  to  purchase  ______  shares (the
"Shares")  of Common  Stock,  $.10 par value (the "Common  Stock"),  of American
Pacific  Corporation (the "Company") at a price of $8.36 per Share,  pursuant to
the  provisions  of the option  granted  to me on  November  22,  2002 under the
Company's 2002 Directors Stock Option Plan (the "Plan").  I elect to pay for the
Shares (check all that apply):

     |_|  in cash, and my check in the amount of $________ is included with this
          election.

     |_|  by delivery  herewith of  ___________  shares of Common Stock having a
          total value of $___________,  such value  representing the Fair Market
          Value  (as  defined  in the  Plan) of that  number of shares of Common
          Stock on the date hereof.

     |_|  by  authorizing  the Company to withhold  from the Shares that I would
          otherwise  be entitled to receive  ___________  Shares  having a total
          value of $___________,  such value  representing the Fair Market Value
          (as  defined in the Plan) on the date  hereof of that number of shares
          of Common Stock.

      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,



                                            [Name of Director]

</PRE>
</BODY>
</HTML>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5
<SEQUENCE>7
<FILENAME>ex5tos800005_04232003.htm
<DESCRIPTION>EXHIBIT 5
<TEXT>
<HTML>
<HEAD>
<TITLE>FORM 10K</TITLE>
</HEAD>
<BODY>
<PRE>

                                                                       EXHIBIT 5


                 OLSHAN GRUNDMAN FROME ROSENZWEIG &amp; WOLOSKY LLP
                                 505 Park Avenue
                            New York, New York 10022



                                                     April 23, 2003





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

              Re:  American Pacific Corporation -
                   Registration Statement on Form S-8 filed April 23, 2003

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 500,000 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  Amended and Restated  2001 Stock Option Plan and the  Registrant's
2002 Directors Stock Option Plan (collectively 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   above-referenced
Registration Statement.


<PAGE>


April 23, 2003
Page 2



     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,



                          /s/ OLSHAN GRUNDMAN FROME ROSENZWEIG &amp; WOLOSKY LLP
                          ------------------------------------------------------
                          OLSHAN GRUNDMAN FROME ROSENZWEIG &amp; WOLOSKY LLP

</PRE>
</BODY>
</HTML>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23
<SEQUENCE>8
<FILENAME>ex231tos800005_04232003.htm
<DESCRIPTION>EX-23.1
<TEXT>
<HTML>
<HEAD>
<TITLE>FORM 10K</TITLE>
</HEAD>
<BODY>
<PRE>
                                                                    EXHIBIT 23.1


                                                                          [LOGO]

                         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 15, 2002,
appearing in the Annual Report on Form 10-K of American Pacific  Corporation for
the year ended September 30, 2002.


/s/ Deloitte &amp; Touche LLP


Las Vegas, Nevada
April 22, 2003

</PRE>
</BODY>
</HTML>

</TEXT>
</DOCUMENT>
</SUBMISSION>
