SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported) ~~May~~June 919, ~~2007~~ 2008

BARR PHARMACEUTICALS, INC.

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation) 1-9860 (Commission File Number) 42-1612474 (IRS Employer Identification No.)


Delaware	1-9860	42-1612474
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

~~400~~225 ~~Chestnut~~Summit ~~Ridge Road~~Avenue, ~~Woodcliff Lake~~Montvale, NJ, 07645 (Address of principal executive offices) ~~07677~~ (Zip code)

(201) 930-3300

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~Item~~o Soliciting material pursuant to Rule ~~2.02~~14a-12 —under ~~Results~~the ofExchange ~~Operations~~Act ~~and~~(17 ~~Financial~~CFR ~~Condition~~240.14a-12)

Ono Pre-commencement ~~May 9,~~communications ~~2007,~~pursuant ~~Barr Pharmaceuticals, Inc. (the “Company”) issued a press release announcing results for the three months ended March 31, 2007. A copy of the release is being furnished as Exhibit 99.1~~ to ~~this Current Report on Form 8-K and is incorporated herein by reference. The information furnished in this Item~~Rule 14d-2~~.02~~(b) ~~and~~under ~~in Exhibit 99.1 below shall not be deemed “filed” for purposes of Section 18 of~~ the ~~Securities~~ Exchange Act ~~of 1934, as amended, nor shall it be~~(17 ~~deemed~~CFR ~~incorporated by reference in any filing with the Securities and Exchange Commission~~240.14d-2(b))

~~The~~o Pre-commencement ~~Company~~communications ~~will~~pursuant ~~host a Conference Call at 8:30 AM Eastern time on Wednesday, May 9, 2007~~ to ~~discuss these results. The number to call from within the United States is (800)~~Rule ~~230~~13e-~~1085, and those outside the United States should call~~ 4(~~612~~c) ~~338-1040.~~ Aunder ~~replay of~~ the ~~conference~~Exchange ~~call~~Act ~~will be available from 12~~(17 ~~Noon~~CFR ~~Eastern time on May 9, 2007 through 11:59 PM Eastern time on May 16, 2007, and can be accessed by dialing (800) 475~~240.13e-~~6701 in the United States and~~ 4(~~320~~c)) ~~365-3844 from outside the United States, and using the access code 870116.~~

~~The conference call will also be webcast live on the Internet~~Item 1.01 ~~Investors and~~— ~~other~~Entry ~~interested~~into ~~parties~~a ~~may~~Material ~~access~~Definitive ~~the live webcast through the Investors~~Agreement ~~section, under Calendar of Events, on Barr’s website at www.barrlabs.com. Log on at least 15 minutes before the call begins to register and download or install any necessary audio software.~~

~~Item~~ On June 919, 2008, Barr Pharmaceuticals, Inc.01 ~~Financial~~(the ~~Statements~~“Company”) and ~~Exhibits~~certain of the Company’s subsidiaries (as guarantors), Barr Laboratories, Inc., as borrower (the “Borrower”), Bank of America, N.A., as Administrative Agent, Banc of America Securities LLC, as Lead Arranger and Book Manager, and certain other lenders entered into a credit agreement (the “Credit Agreement”) pursuant to which the lenders party to the agreement will provide the Borrower with an unsecured five-year senior credit facility in an aggregate amount of $300,000,000. The Company intends to use amounts drawn pursuant to the Credit Agreement to repay amounts borrowed by its subsidiary, Barr Laboratories, Inc., under the Company’s existing $300 million revolving credit facility, and also for general corporate purposes.

(On April 17, 2008, Barr Laboratories, Inc. drew down $285 million under the Company’s existing revolving credit facility to use as a bridge to refinance all existing debt instruments of PLIVA d~~) Exhibits:~~.d. and its subsidiaries. These PLIVA debt instruments were repaid in full by the end of April 2008. Repaying PLIVA’s debt and centralizing the debt in the United States provides the Company with greater operating flexibility, increased tax efficiency and extended debt maturity. The new credit facility will enable the Company to restore liquidity under the existing revolving credit facility.

~~99.1~~ In the Credit Agreement, the Borrower and the Company have agreed to customary covenants for ~~Barr~~agreements ~~Pharmaceuticals~~of this kind, ~~Inc~~including financial covenants limiting the total indebtedness of the Company on a consolidated basis. ~~May 9,~~The ~~2007~~Credit ~~earnings~~Agreement ~~release~~also contains standard events of default (the occurrence of which may trigger an acceleration of amounts outstanding under the credit facilities).

The foregoing summary of the Credit Agreement does not purport to be complete and is qualified in its entirety by references to the Credit Agreement, which is filed as an exhibit hereto and is incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The information required by item 2.03 of Form 8-K is set forth in Item 1.01 “Entry into a Material Definitive Agreement” above, the contents of which are incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits

(c) Exhibits


10.1		Credit Agreement, dated June 19, 2008, among the Company, certain of its subsidiaries, Bank of America, N.A., as Administrative Agent, Banc of America Securities LLC, as Lead Arranger and Book Manager, and certain other lenders.

SIGNATURES

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

	BARR PHARMACEUTICALS, INC.
Date: May 9, 2007	/s/ William T. McKee
Date: June 19, 2008	/s/ William T. McKee
	William T. McKee
	Vice President, Chief Financial Officer, and Treasurer
	Executive Vice President and Chief Financial Officer

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