Edgar Filing: ENDO PHARMACEUTICALS HOLDINGS INC

Ownership Submission

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 ^*

Connors James J II

2. Issuer Name and Ticker or Trading Symbol
ENDO PHARMACEUTICALS HOLDINGS INC [ENDP]

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)

C/O KELSO & COMPANY, 320 PARK AVENUE

3. Date of Earliest Transaction (Month/Day/Year)
10/27/2005

(Street)

NEW YORK, NY 10022

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $.01 per share ⁽¹⁾	10/27/2005		X		4,777	D	$ 2.42	18,366,284	I	By Endo Pharma LLC ⁽²⁾ ⁽³⁾
Common Stock, par value $.01 per share ⁽¹⁾	10/27/2005		X		1,080	D	$ 2.42	18,365,204	I	By Endo Pharma LLC ⁽²⁾ ⁽³⁾
Common Stock, par value $.01 per share ⁽¹⁾	10/27/2005		X		20,114	D	$ 2.42	18,345,090	I	By Endo Pharma LLC ⁽²⁾ ⁽³⁾
Common Stock, par value $.01 per share ⁽¹⁾	10/27/2005		X		9,078	D	$ 2.42	18,336,012	I	By Endo Pharma LLC ⁽²⁾ ⁽³⁾
Common Stock, par value $.01 per share ⁽¹⁾	10/27/2005		X		33,147	D	$ 2.42	18,302,866	I	By Endo Pharma LLC ⁽²⁾ ⁽³⁾
Common Stock, par value $.01 per share ⁽¹⁾	10/27/2005		X		4,297	D	$ 2.42	18,298,569	I	By Endo Pharma LLC ⁽²⁾ ⁽³⁾
Common Stock, par value $.01 per share ⁽¹⁾	10/27/2005		X		15,225	D	$ 3	18,283,344	I	By Endo Pharma LLC ⁽²⁾ ⁽³⁾
Common Stock, par value $.01 per share ⁽¹⁾	10/27/2005		X		4,882	D	$ 3	18,278,462	I	By Endo Pharma LLC ⁽²⁾ ⁽³⁾
Common Stock, par value $.01 per share ⁽¹⁾	10/27/2005		X		7,106	D	$ 3	18,271,356	I	By Endo Pharma LLC ⁽²⁾ ⁽³⁾
Common Stock, par value $.01 per share ⁽¹⁾	10/27/2005		X		2,746	D	$ 3.42	18,268,610	I	By Endo Pharma LLC ⁽²⁾ ⁽³⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Call Option (obligation to sell)

$ 2.42

10/27/2005

4,777

10/13/2005

08/26/2007

Common Stock

4,777

$ 2.42

1,130,892

By Endo Pharma LLC ⁽²⁾ ⁽³⁾

Call Option (obligation to sell)

$ 2.42

10/27/2005

1,080

10/13/2005

08/26/2007

Common Stock

1,080

$ 2.42

1,286,357

By Endo Pharma LLC ⁽²⁾ ⁽³⁾

Call Option (obligation to sell)

$ 2.42

10/27/2005

20,114

10/13/2005

08/26/2007

Common Stock

20,114

$ 2.42

228,424

By Endo Pharma LLC ⁽²⁾ ⁽³⁾

Call Option (obligation to sell)

$ 2.42

10/27/2005

9,078

10/13/2005

08/26/2007

Common Stock

9,078

$ 2.42

127,715

By Endo Pharma LLC ⁽²⁾ ⁽³⁾

Call Option (obligation to sell)

$ 2.42

10/27/2005

33,147

10/13/2005

08/26/2007

Common Stock

33,147

$ 2.42

232,660

By Endo Pharma LLC ⁽²⁾ ⁽³⁾

Call Option (obligation to sell)

$ 2.42

10/27/2005

4,297

10/13/2005

08/26/2007

Common Stock

4,297

$ 2.42

106,554

By Endo Pharma LLC ⁽²⁾ ⁽³⁾

Call Option (obligation to sell)

$ 3

10/27/2005

15,225

10/13/2005

08/26/2007

Common Stock

15,225

$ 3

400,760

By Endo Pharma LLC ⁽²⁾ ⁽³⁾

Call Option (obligation to sell)

$ 3

10/27/2005

4,882

10/13/2005

08/26/2007

Common Stock

4,882

$ 3

85,214

By Endo Pharma LLC ⁽²⁾ ⁽³⁾

Call Option (obligation to sell)

$ 3

10/27/2005

7,106

10/13/2005

08/26/2007

Common Stock

7,106

$ 3

223,055

By Endo Pharma LLC ⁽²⁾ ⁽³⁾

Call Option (obligation to sell)

$ 3.42

10/27/2005

2,746

10/13/2005

08/26/2007

Common Stock

2,746

$ 3.42

74,331

By Endo Pharma LLC ⁽²⁾ ⁽³⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Connors James J II C/O KELSO & COMPANY 320 PARK AVENUE NEW YORK, NY 10022		X

Signatures

James J. Connors II		10/31/2005
^**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)	Kelso Equity Partners V, L.P. (KEP V") is the designated filer.
(2)	KEP V may be deemed to share beneficial ownership of shares of Common Stock owned of record by Endo Pharma LLC by virtue of its status as a member of Endo Pharma LLC. KEP V shares investment and voting power along with the other members of Endo Pharma LLC with respect to secutieties owned by Endo Pharma LLC, but disclaims beneficial ownership of such securities except to the extent of its pecuniary interest.
(3)	Each individual reporting person may be deemed to share beneficial ownership of shares of Common Stock owned of record by KEP V, by virtue of his status as a general partner of the general partner of KEP V, and each individual shares investment and voting power along with the other general partners of KEP V, but disclaims beneficial ownership of such securities except to the extent of his pecuniary interest.

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