FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Aisling Capital II LP

2. Date of Event Requiring Statement (MM/DD/YYYY)
11/8/2007 

3. Issuer Name and Ticker or Trading Symbol

INTERPHARM HOLDINGS INC [IPA]

(Last)        (First)        (Middle)

88 SEVENTH AVE 30TH FL, 

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                            _____ 10% Owner
_____ Officer (give title below)          ___ X ___ Other (specify below)
/ See Footnote 1

(Street)

NEW YORK, NY 10106       

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed (MM/DD/YYYY)

 

6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting Person


Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4) 		2. Amount of Securities Beneficially Owned
(Instr. 4) 		3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5) 		4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock, par value $.01 per share   548315   D   (1)  

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4) 		2. Date Exercisable and Expiration Date
(MM/DD/YYYY) 		3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4) 		4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5) 		6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Series C-1 Convertible Preferred Stock     (2)   (2) Common Stock, par value $.01 per share   4474276   (4) $1.5338   D   (1)  
Warrant     (3) 9/11/2011   Common Stock, par value $.01 per share   2281914   (4) $1.639   D   (1)  

Explanation of Responses:
( 1)  All of the securities reported herein are held for the account of Aisling Capital II, LP ("Aisling"). Aisling Capital Partners, LP, a Delaware limited partnership ("Aisling Partners"), is the general partner of Aisling. Aisling Capital Partners LLC, a Delaware limited liability company ("Aisling Partners GP"), is the general partner of Aisling Partners. Mr. Steve Elms, Mr. Dennis Purcell and Mr. Andrew Schiff are the managing members of Aisling Partners GP.
( 2)  The Series C-1 Convertible Preferred Stock reported in this Form 3 was issued to Aisling on September 11, 2006 and consists of 10,000 shares, par value $0.01 that were initially convertible, at the holder's option, into shares of Common Stock at a conversion price of $1.5338. The Series C-1 Preferred Stock has no expiration date.
( 3)  The warrant was issued to Aisling on September 11, 2006 and was immediately exercisable.
( 4)  The Certificate of Designation for the Series C-1 Preferred Stock contains a blocker provision (the "Blocker") under which a holder of the Series C-1 Preferred Stock does not have the right to convert the Series C-1 Preferred Stock into Common Stock to the extent that such conversion would result in beneficial ownership by such holder of more than 9.99% of the number of shares of Common Stock outstanding immediately after giving effect to such conversion. The Warrant contains a similar provision. As a result of the Blocker, the Reporting Persons are reporting in this Form 3 only those shares of the Common Stock that may be acquired upon the conversion of the Series C-1 Preferred Stock or the exercise of the warrant representing 9.99% of the current outstanding shares. If the Blocker were not in place, as of the date hereof, the Reporting Persons would report an additional 2,110,320 shares of Common Stock.

Remarks:
(2) Dennis Purcell is signing in his capacity as Senior Managing Director of Aisling Capital Partners LLC, as
Managing Member of Aisling Capital Partners, LP, as General Partner of Aisling Capital II, LP.
(3) Dennis Purcell is signing in his capacity as Senior Managing Director of Aisling Capital Partners LLC, as
Managing Member of Aisling Capital Partners, LP.
(4) Dennis Purcell is signing in his capacity as Senior Managing Director of Aisling Capital Partners LLC.

On November 8, 2007, Aisling and Tullis-Dickerson Capital Focus III, L.P. ("TD III") were granted an irrevocable proxy (the
"Proxy") over approximately 35.7 million shares of Common Stock (the "Proxy Shares") held by either Raj Sutaria, Perry
Sutaria or by LLCs established and maintained for the benefit of the Sutaria family. Under the Proxy, a committee comprised
of a designee of Aisling, a designee of TD III and Perry Sutaria acting by majority vote, will vote the Proxy Shares only
with respect to (i) electing or removing members of the Board of Directors of the Issuer and (ii) voting on amendments,
additions, deletions or modifications to the Issuer's by-laws. As a result, the reporting persons may be deemed to be a
member of a "group" with TD III and Perry Sutaria, owning more than 10% of the common stock, for purposes of the Securities
Exchange Act of 1934. The reporting persons disclaim beneficial ownership of any securities deemed to be owned by the group
that are not directly owned by the reporting persons. This statement shall not be deemed an admission that any of the
reporting persons is, for any or all purposes, a member of such a group.

See Exhibit 99.1

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Aisling Capital II LP
88 SEVENTH AVE 30TH FL
NEW YORK, NY 10106


See Footnote 1
AISLING CAPITAL PARTNERS, LP
888 SEVENTH AVENUE
30TH FLOOR
NEW YORK, NY 10106


See Footnote 1
AISLING CAPITAL PARTNERS LLC
888 SEVENTH AVENUE
30TH FLOOR
NEW YORK, NY 10106


See Footnote 1
ELMS STEVE
888 SEVENTH AVE
29TH FL
NEW YORK, NY 10106


See Footnote 1
Purcell Dennis J
AUXILIUM PHARMACEUTICALS, INC.
160 WEST GERMANTOWN PIKE
NORRISTOWN, PA 19401


See Footnote 1
SCHIFF ANDREW N
PLANET ZANETT INC
135 E 57TH ST
NEW YORK, NY 10022


See Footnote 1

Signatures
/s/ Dennis Purcell 11/15/2007
** Signature of Reporting Person Date

/s/ Dennis Purcell 11/15/2007
** Signature of Reporting Person Date

/s/ Dennis Purcell 11/15/2007
** Signature of Reporting Person Date

/s/ Steve Elms 11/15/2007
** Signature of Reporting Person Date

/s/ Dennis Purcell 11/15/2007
** Signature of Reporting Person Date

/s/ Andrew Schiff 11/15/2007
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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