FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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

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(Print or Type Responses)

1. Name and Address of Reporting Person *   SHERMAN BERNARD C 2. Date of Event Requiring Statement (Month/Day/Year) 11/05/2004 3. Issuer Name and Ticker or Trading Symbol BARR PHARMACEUTICALS INC [BRL] (Last) (First) (Middle) 150 SIGNET DRIVE 4. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below) 5. If Amendment, Date Original Filed(Month/Day/Year) (Street) WESTON, ONTARIO CANADA, A6 M9L IT9 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) 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 10,300,000 (1) I By Sherman Delaware, Inc. Common Stock 16,875 D Â

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		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

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
SHERMAN BERNARD C 150 SIGNET DRIVE WESTON, ONTARIO CANADA, A6 M9L IT9	Â	  X	Â	Â

Signatures

/s/ Bernard C. Sherman		11/12/2004
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	This Form 3 is being filed solely as a result of the disclosure by Barr Pharmaceuticals, Inc. ("Barr") in its Form 10-Q for the quarterly period ended September 30, 2004 (the "10-Q"), which 10-Q was filed on November 5, 2004, that Barr repurchased 1,582.8 (in thousands) shares of its common stock during the quarter ended September 30, 2004 (the "Buy-Back"). As a result of the Buy-Back and the corresponding decrease in the number of outstanding shares of Barr's common stock, the filing parties are now the beneficial owner of 10.1% of Barr's common stock.

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