UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

~~PURSUANT~~Pursuant TOto ~~SECTION~~Section 13 ORor 15(Dd) OFof ~~THE~~

~~SECURITIES~~the ~~EXCHANGE~~Securities ~~ACT~~Exchange OFAct of 1934

Date of Report (Date of earliest event reported): ~~November~~December 1419, 2003

WOMEN FIRST HEALTHCARE, INC.

(Exact ~~Name~~name of ~~Registrant~~registrant as ~~Specified~~specified in ~~Charter~~ its charter)

Delaware	0-26487	13-3919601
(State or Other Jurisdictionof Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
(State or Other Jurisdiction of Incorporation)	(Commission File No.)	(I.R.S. Employer Identification No.)

5355 Mira Sorrento Place, Ste. 700

San Diego, CA 92121

(Address of ~~Principal~~principal ~~Executive~~executive ~~Offices~~offices, including zip code)

Registrant’s telephone number, including area code: (858) 509-1171

Item 72. ~~Financial~~Acquisition ~~Statements~~or ~~and~~Disposition ~~Exhibits~~of Assets.

On December 19, 2003, in consideration for an up-front payment of $10 million in cash, Women First HealthCare, Inc. (cthe “Company”) ~~Exhibits~~granted an exclusive, royalty-free license to Shire Pharmaceuticals Ireland Limited (“Shire”) with respect to the Company’s Vaniqa® (eflornithine hydrochloride) Cream product limited to the following territories: European Union; Australia; Canada; Hong Kong; Israel; New Zealand; South Africa; South Korea; Singapore; Switzerland; Taiwan; and Thailand. The Company has retained the rights with respect to Vaniqa® Cream for all other territories, including the United States. The product is a topical cream clinically proven to slow the growth of unwanted facial hair in women.

ExhibitNo.		Description
99.1		Press Release dated November 14, 2003

Under the terms of the license and supply agreement between the Company and Shire, the Company sold and transferred to Shire certain trademarks, regulatory documentation and books and records relating to Vaniqa^® Cream in the licensed territories and granted sublicenses of certain of the Company’s rights under its license agreement and related agreements with Bristol-Myers Squibb Company (“BMS”), The Gillette Company and their former joint venture. Under the terms of the license and supply agreement between the Company and Shire, for a limited period of time, the Company will permit Shire to purchase its supply of Vaniqa^® Cream indirectly through the Company from BMS pursuant to the Company’s existing supply agreement with BMS.

~~Item~~In 12accordance with the terms of the Company’s convertible preferred stock, the Company has applied 75% of the net proceeds from the transaction to redeem a portion of its outstanding convertible preferred stock. ~~Results~~The Company intends to use the remainder of ~~Operations~~the ~~and~~net proceeds for general working capital purposes. As part of the transaction, the holders of the ~~Financial~~Company’s ~~Condition~~senior secured notes and convertible preferred stock released their security interest in the assets sold to Shire under the terms of a collateral release and non-disturbance agreement.

OnThe ~~November~~license ~~14,~~and ~~2003,~~supply ~~Women~~agreement ~~First HealthCare,~~is ~~Inc.~~attached ~~issued~~as aExhibit ~~press~~2.1 ~~release~~and ~~announcing~~the collateral ~~its~~release ~~financial~~and ~~results~~non-disturbance ~~for~~agreement ~~the~~is ~~three~~attached ~~and~~as ~~nine~~Exhibit ~~months~~10.1. ~~ended~~The ~~September~~foregoing ~~30,~~summary ~~2003.~~is Aqualified ~~copy~~by ofreference ~~this~~to ~~press~~these ~~release~~documents, iswhich ~~attached~~are ~~hereto~~incorporated asherein ~~Exhibit~~by 99reference.1.

InItem ~~accordance with General Instruction B~~7.6. ofFinancial ~~Form 8-K~~Statements, ~~the~~Pro ~~information~~Forma inFinancial ~~this~~Information ~~Current Report on Form 8-K, including Exhibit 99~~Exhibits.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

Exhibit Number		Description of Exhibit

2.1*		License and Supply Agreement, dated as of December 15, 2003, by and between Women First HealthCare, Inc. and Shire Pharmaceuticals Ireland Limited.

10.1		Collateral Release and Non-Disturbance Agreement, dated as of December 15, 2003, by and among Women First HealthCare, Inc., Shire Pharmaceuticals Ireland Limited, CIBC WMC, Inc. and the Holders of Senior Secured Notes and Convertible Redeemable Preferred Stock named therein.

99.1		Unaudited Pro Forma Financial Statements.

*	Women First HealthCare, Inc. has requested confidential treatment with respect to portions of this exhibit.

SIGNATURES

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

Date: November 14, 2003	Women First HealthCare, Inc.
Date: January 2, 2004	Women First HealthCare, Inc.
	By:	/s/ RICHARD G. VINCENT
	By: /s/ Richard G. Vincent
		Richard G. Vincent Vice President, Chief Financial Officer
	Richard G. Vincent
	Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit No.		Description
Exhibit Number		Description of Exhibit
99.1		Press Release dated November 14, 2003
2.1*		License and Supply Agreement, dated as of December 15, 2003, by and between Women First HealthCare, Inc. and Shire Pharmaceuticals Ireland Limited.
10.1		Collateral Release and Non-Disturbance Agreement, dated as of December 15, 2003, by and among Women First HealthCare, Inc. and Shire Pharmaceuticals Ireland Limited, CIBC WMC, Inc., the Holders of Senior Secured Notes and Convertible Redeemable Preferred Stock named therein.
99.1		Unaudited Pro Forma Financial Statements.

4* Women First HealthCare, Inc. has requested confidential treatment with respect to portions of this exhibit.

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