UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE

~~THE~~ SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): ~~March~~July 1127, 2010

FRESENIUS KABI ~~PHARMACEUTICAL~~PHARMACEUTICALS ~~HOLDINGS~~HOLDING, INC.

(Exact name of Registrant as Specified in its Charter)


Delaware	001-34172	98-0589183
(State of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)


Else-Kroener-Strasse 1 61352 Bad Homburg v.d.H. Germany
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: +49 (6172) 608 0

N/A

(Former Name or Former Address, if Changed Since Last Report)

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:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 17.01 ~~Entry~~Regulation ~~into~~FD ~~a Material Definitive Agreement~~Disclosure

On ~~March~~July 1127, 2010, Fresenius Kabi ~~Pharmaceutical~~Pharmaceuticals ~~Holdings,~~Holding’s ~~Inc. (the “Company”) entered into a Third Amendment to the Credit Agreement (the “Third Amendment”) together with its~~ parent ~~company~~, Fresenius SE ~~(“Fresenius”)~~, ~~the~~issued subsidiaries of Fresenius listed as guarantors on the signature pages to the Credit Agreement, the lenders listed on the signature pages to the Credit Agreement and Deutsche Bank AG, London Branch, as administrative agent. The Third Amendment amends the Company’s credit agreement, entered into by the parties thereto, dated as of August 20, 2008 (as amended, the “Credit Agreement”). The Third Amendment replaces the Company’s Term Loan B2 of $409.2 million and Term Loan B1 (comprised of loans payable of €164.5 million and $586.4 million) with a ~~lower~~press ~~interest~~release ~~bearing~~regarding ~~Term~~first ~~Loan C,~~half ~~consisting~~2010 ofnet ~~the~~earnings ~~Company’s Term Loan C2 of $409.2 million~~ and ~~Term~~its ~~Loan~~updated C1forecast ~~(comprised~~for offull ~~loans~~year ~~payable~~2010 ofnet ~~€164.5 million~~earnings and ~~$586.4~~disclosing ~~million).~~several ~~Other~~matters ~~amendments~~related ~~to the Credit Agreement contained in the Third Amendment relate to the financial covenants, which are measured at the consolidated Fresenius level~~thereto. The above description of the Third Amendment does not purport to be a complete statement of the parties’ rights and obligations under the Credit Agreement, as amended by the Third Amendment. The above description of the Third Amendment is qualified in its entirety by reference to the Third Amendment, a copy of which is attached to this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference

~~Item~~In the 9press release, Fresenius SE announced that higher-than-expected earnings for the Fresenius Group for the first half of 2010 were mainly supported by Fresenius Kabi especially the North America region, which includes Fresenius Kabi Pharmaceuticals Holding.01 ~~Financial~~Higher-than-expected ~~Statements~~performance was driven by new product launches and ~~Exhibits~~strong demand due to drug shortages. Fresenius Kabi expects to achieve attractive growth in the second half of 2010, albeit more in line with initial 2010 guidance.

(d) Exhibits

Exhibit		Description
10.1		Third Amendment to Credit Agreement, dated March 11, 2010, by and among Fresenius, the subsidiaries of Fresenius listed as guarantors on the signature pages thereto, as guarantors, the lenders listed as lenders on the signature pages thereto, as lenders, and Deutsche Bank AG, London Branch, as administrative agent.

SIGNATURES

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

	FRESENIUS KABI PHARMACEUTICAL HOLDINGS, INC.
Date: May 7, 2010	By:	/S/ RICHARD J. TAJAK
		Richard J. Tajak
		Chief Financial Officer

FRESENIUS KABI

PHARMACEUTICAL HOLDINGS, INC.

By: /s/ RICHARD J. TAJAK

Richard J. Tajak

Chief Financial Officer

~~Index~~Date: toJuly 27, ~~Exhibits~~2010

Exhibit		Description
10.1		Third Amendment to Credit Agreement, dated March 11, 2010, by and among Fresenius, the subsidiaries of Fresenius listed as guarantors on the signature pages thereto, as guarantors, the lenders listed as lenders on the signature pages thereto, as lenders, and Deutsche Bank AG, London Branch, as administrative agent.

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