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
                                                                                  
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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(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

DOWNEY BRUCE 		2. Issuer Name and Ticker or Trading Symbol

BARR PHARMACEUTICALS INC [ BRL ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Chairman & CEO
(Last)          (First)          (Middle)

BARR PHARMACEUTICALS, INC, 225 SUMMIT AVE. 		3. Date of Earliest Transaction (MM/DD/YYYY)

11/20/2008
(Street)

MONTVALE, NJ 07645
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

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

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

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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
Stock options   $11.06   11/20/2008     G  (1)   V    168729   (1)     (2) 8/11/2009   Common Stock   168729     (1) 0   D    
Stock options   $11.06   11/20/2008     G  (1)   V 168729   (1)        (2) 8/11/2009   Common Stock   168729     (1) 168729   I   By Family LLC  
Stock options   $24.57   11/20/2008     G  (1)   V    135000   (1)     (3) 8/9/2010   Common Stock   135000     (1) 0   D    
Stock options   $24.57   11/20/2008     G  (1)   V 135000   (1)        (3) 8/9/2010   Common Stock   135000     (1) 135000   I   By Family LLC  
Stock options   $11.06   11/20/2008     S  (5)       167042   (4)     (2) 8/11/2009   Common Stock   168729   (4)   (4) 1687   (5) I   By Family LLC  
Stock options   $24.57   11/20/2008     S  (5)       133650   (4)     (3) 8/9/2010   Common Stock   135000   (4)   (4) 1350   (5) I   By Family LLC  

Explanation of Responses:
( 1)  On November 20, 2008 and for estate planning purposes, the reporting person contributed these stock options to a family limited liability company (the "LLC").
( 2)  The options became exercisable in three equal annual installments on August 11, 2000, August 11, 2001 and August 11, 2002.
( 3)  The options became exercisable in three equal annual installments on August 9, 2001, August 9, 2002 and August 9, 2003.
( 4)  On November 20, 2008, the reporting person sold his 99% interest in the LLC to two trusts (the "Trusts") established for the benefit of his adult children. The reporting person is neither a trustee nor a beneficiary of the Trusts. Each Trust paid $3,990,000 for a 49.5% interest in the LLC.
( 5)  Represents a 1% interest in the LLC holding the options.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
DOWNEY BRUCE
BARR PHARMACEUTICALS, INC
225 SUMMIT AVE.
MONTVALE, NJ 07645 		X
Chairman & CEO

Signatures
/s/ William T. McKee as Attorney-in-Fact for Bruce Downey 11/24/2008
** 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 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).
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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