FORM 4
[ X ] 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 *

Aisling Capital II LP 		2. Issuer Name and Ticker or Trading Symbol

INTERPHARM HOLDINGS INC [ IPA ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

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

88 SEVENTH AVE 30TH FL,  		3. Date of Earliest Transaction (MM/DD/YYYY)

2/28/2008
(Street)

NEW YORK, NY 10106
(City)        (State)        (Zip)
4. 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 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
Series C-1 Convertible Preferred Stock     (2) 12/12/2008     J  (5)       10000      (2)   (2) Common Stock   4474276   $1000   0   D   (1)  
Warrant (right to buy)     (3) 12/12/2008     J  (5)       1    9/11/2006   9/11/2011   Common Stock   2281914   $0   0   D   (1)  
Warrant (right to buy)     (3) 12/12/2008     J  (5)    1       2/12/2008   9/11/2011   Common Stock   2281914     (6) 1   D   (1)  
Series D-1 Convertible Preferred Stock     (5) 12/12/2008     J  (5)    10412         (4)   (4) Common Stock   10960000     (6) 10412   D   (1)  
Convertible 12% Note Due 2009     (6) 12/12/2008     J  (6)    861826         (6)   (6) Common Stock   861826     (6) 861826   D   (1)  
Warrant (right to buy)     (6) 12/12/2008     J  (6)    1       2/12/2008   9/11/2013   Common Stock   307017   $0   2   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 was issued to Aisling on September 11, 2006 and consists of 10,000 shares with an initial stated value of $1,000 per share. Shares of the Series C-1 Convertible Preferred Stock were initially convertible at any time, at the holder's option, into shares of common stock of the Issuer (the "Common Stock") at a conversion price of $1.5338. The Series C-1 Convertible Preferred Stock had no expiration date.
( 3)  The two reported transactions involving this warrant relate to an amendment and restatement of the warrant to, among other things, reduce the exercise price from $1.639 per share to $0.95 per share and to remove the "Blocker" provision described in footnote 4 below. The amendment and restatement of the warrant results in the deemed cancellation of the "old" warrant and the acquisition of the "new" warrant. See Footnote 6 below.
( 4)  The Series D-1 Convertible Preferred Stock reported consists of 10,412 shares with an initial stated value of $1,000 per share. Shares of the Series D-1 Convertible Preferred Stock are initially convertible at any time, at the holder's option, into shares of Common Stock at a conversion price of $0.95 per share. The Series D-1 Convertible Preferred Stock has no expiration date. Dividends on the Series D-1 Convertible Preferred Stock are payable quarterly at a rate of 8.25% of the stated value of the Series D-1 Convertible Preferred Stock and are payable, at the Issuer's option, in cash or in the form of an increase in the stated value of the Series D-1 Convertible Preferred Stock. The Series D-1 Convertible Preferred Stock does not contain the "Blocker" provision. See Footnote 6 below.
( 5)  On February 13, 2007, in accordance with the terms of the Consent and Waiver Agreement, dated as of November 14, 2007, the Issuer exchanged all of Aisling's shares of Series C-1 Convertible Preferred Stock for shares of Series D-1 Convertible Preferred Stock. In the exchange, Aisling received 1.04125 shares of Series D-1 Convertible Preferred Stock for each share of Series C-1 Convertible Preferred Stock it held. In addition, simultaneously with the exchange, the Issuer amended and restated the warrant as more fully described in Footnote 3. See also Footnote 5.
( 6)  On February 13, 2007, in accordance with the terms the Securities Purchase Agreement, dated as of November 14, 2007, the Issuer exchanged $861,826 in principal amount of the Issuer's Secured 12% Notes due 2009 held by Aisling for (i) a like principal amount of the Issuer's Secured Convertible 12% Notes due 2009 (the "Convertible Notes") and (ii) a warrant to purchase 307,017 shares of the Issuer's Common Stock. The Convertible Notes are convertible into Common Stock at any time, at the holders option, at a conversion price of $0.95 per share. Interest on the Convertible Note is payable at the Issuer's option, in cash or in the form of an increase the principal amount of the Note. The warrant is immediately exercisable at an exercise price of $0.95 per share.

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
X

AISLING CAPITAL PARTNERS, LP
888 SEVENTH AVENUE
30TH FLOOR
NEW YORK, NY 10106
X

AISLING CAPITAL PARTNERS LLC
888 SEVENTH AVENUE
30TH FLOOR
NEW YORK, NY 10106
X

ELMS STEVE
888 SEVENTH AVE
29TH FL
NEW YORK, NY 10106
X

Purcell Dennis J
888 SEVENTH AVE
29TH FL
NEW YORK, NY 10106
X

SCHIFF ANDREW N
888 SEVENTH AVE
29TH FL
NEW YORK, NY 10106
X


Signatures
/s/ Dennis Purcell 3/3/2008
** Signature of Reporting Person Date

/s/ Dennis Purcell 3/3/2008
** Signature of Reporting Person Date

/s/ Dennis Purcell 3/3/2008
** Signature of Reporting Person Date

/s/ Steve Elms 2/29/2008
** Signature of Reporting Person Date

/s/ Dennis Purcell 3/3/2008
** Signature of Reporting Person Date

/s/ Andrew Schiff 3/3/2008
** 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.
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