FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN 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 * STEPHAN GEORGE   2. Issuer Name and Ticker or Trading Symbol BARR PHARMACEUTICALS INC [BRL] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Insider (Last) (First) (Middle) BARR PHARMACEUTICALS, INC., 400 CHESTNUT RIDGE ROAD 3. Date of Earliest Transaction (Month/Day/Year) 12/23/2008 (Street) WOODCLIFF LAKE, NJ 07677 4. If Amendment, Date Original Filed(Month/Day/Year) 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 Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 12/23/2008   D   11,875 D (1) 0 D

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Non-Qualified Stock Options

$ 28.14

12/23/2008

M

11,875

10/26/2001

10/26/2010

Common Stock

11,875

(2)

0

D

Non-Qualified Stock Options

$ 33.7

12/23/2008

M

16,875

10/25/2002

10/25/2011

Common Stock

16,875

(3)

0

D

Non-Qualified Stock Options

$ 26.76

12/23/2008

M

16,875

10/25/2003

10/25/2012

Common Stock

16,875

(4)

0

D

Non-Qualified Stock Options

$ 49.02

12/23/2008

M

11,250

10/23/2004

10/23/2013

Common Stock

11,250

(5)

0

D

Non-Qualified Stock Options

$ 37.87

12/23/2008

M

7,500

10/28/2005

10/28/2014

Common Stock

7,500

(6)

0

D

Non-Qualified Stock Options

$ 57.35

12/23/2008

M

10,000

11/03/2006

11/03/2015

Common Stock

10,000

(7)

0

D

Non-Qualified Stock Options

$ 48.84

12/23/2008

M

10,000

11/09/2006

11/09/2016

Common Stock

10,000

(8)

0

D

Non-Qualified Stock Options

$ 54.25

12/23/2008

M

5,000

05/17/2008

05/17/2017

Common Stock

5,000

(9)

0

D

Non-Qualified Stock Options

$ 39.76

12/23/2008

M

10,000

11/21/2008

05/18/2018

Common Stock

10,000

(10)

0

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
STEPHAN GEORGE BARR PHARMACEUTICALS, INC. 400 CHESTNUT RIDGE ROAD WOODCLIFF LAKE, NJ 07677			Insider

Signatures

/s/ William T. McKee as Attorney-in-Fact for George Stephan		12/29/2008
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(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)	Disposed of pursuant to a merger agreement between Issuer and Teva Pharmaceutical Industries Ltd. in exchange for 7,448 shares of Teva Common Stock having a market value of $41.82 per share on the effective date of the merger and cash in the amount of $473,812.50.
(2)	These options were assumed by Teva Pharmaceutical Industries Ltd. ("Teva")pursuant to a merger agreement between the issuer and Teva and replaced with options to purchase 18,777 shares of Common Stock of Teva for an exercise price of $17.80 per share.
(3)	These options were assumed by Teva Pharmaceutical Industries Ltd. ("Teva")pursuant to a merger agreement between the issuer and Teva and replaced with options to purchase 26,684 shares of Common Stock of Teva for an exercise price of $16.92 per share.
(4)	These options were assumed by Teva Pharmaceutical Industries Ltd. ("Teva")pursuant to a merger agreement between the issuer and Teva and replaced with options to purchase 26,684 shares of Common Stock of Teva for an exercise price of $21.31 per share.
(5)	These options were assumed by Teva Pharmaceutical Industries Ltd. ("Teva")pursuant to a merger agreement between the issuer and Teva and replaced with options to purchase 17,789 shares of Common Stock of Teva for an exercise price of $31.00 per share.
(6)	These options were assumed by Teva Pharmaceutical Industries Ltd. ("Teva")pursuant to a merger agreement between the issuer and Teva and replaced with options to purchase 11,859 shares of Common Stock of Teva for an exercise price of $23.95 per share.
(7)	These options were assumed by Teva Pharmaceutical Industries Ltd. ("Teva")pursuant to a merger agreement between the issuer and Teva and replaced with options to purchase 15,812 shares of Common Stock of Teva for an exercise price of $36.27 per share.
(8)	These options were assumed by Teva Pharmaceutical Industries Ltd. ("Teva")pursuant to a merger agreement between the issuer and Teva and replaced with options to purchase 15,812 shares of Common Stock of Teva for an exercise price of $30.89 per share.
(9)	These options were assumed by Teva Pharmaceutical Industries Ltd. ("Teva")pursuant to a merger agreement between the issuer and Teva and replaced with options to purchase 7,906 shares of Common Stock of Teva for an exercise price of $34.31 per share.
(10)	These options were assumed by Teva Pharmaceutical Industries Ltd. ("Teva")pursuant to a merger agreement between the issuer and Teva and replaced with options to purchase 15,812 shares of Common Stock of Teva for an exercise price of $25.14 per share.

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