SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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

1. Name and Address of Reporting Person^*

ECKERT CARTER H

(Last)

(First)

(Middle)

4955 ORANGE DRIVE

(Street)

DAVIE

3314

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ANDRX CORP /DE/ [ ADRX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/04/2004

4. If Amendment, Date of 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

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)
Andrx Group	06/04/2004	06/04/2004	A		2,500⁽¹⁾	A	$0	2,500⁽¹⁾	D
Andrx Group								5,000⁽²⁾	D

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 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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (right to buy)	$27.46	06/04/2004	06/04/2004	A		5,000		06/04/2005	06/04/2014	Andrx Group	5,000	$0	5,000	D

Explanation of Responses:

1. Andrx Corporation granted the reporting person 2,500 restricted stock unit which vest as follows: (i) if the director has at least five years of total Board service on the date of such separation, such grant shall vest in its entirety, (ii) if such director has less than five years of total Board service on the date of such separation, then only a prorated portion of the grant shall vest, with such proration being equal to the product of the number of restricted stock units granted multiplied by a fraction, the numerator of which is the number of complete months of Board service following the date of grant, and the denominator of which is sixty (60), and (iii) notwithstanding (i) or (ii) above, no portion of such grant shall vest if such separation occurs within 12 months of date of grant and no portion of the Andrx common stock underlying (or representing) the vested restricted stock unit may be sold until at least ninety days after the date of such director's separation from Board.

2. Andrx Corporation granted the reporting person 5,000 restricted stock unit which vest as follows: (i) if the director has at least five years of total Board service on the date of such separation, such grant shall vest in its entirety, (ii) if such director has less than five years of total Board service on the date of such separation, then only a prorated portion of the grant shall vest, with such proration being equal to the product of the number of restricted stock units granted multiplied by a fraction, the numerator of which is the number of complete months of Board service following the date of grant, and the denominator of which is sixty (60), and (iii) notwithstanding (i) or (ii) above, no portion of such grant shall vest if such separation occurs within 12 months of date of grant and no portion of the Andrx common stock underlying (or representing) the vested restricted stock unit may be sold until at least ninety days after the date of such director's separation from Board.

Remarks:

	/s/ Carter H. Eckert	06/08/2004
	** 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).
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