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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* Loverro Frank J (Last) (First) (Middle) 320 PARK AVENUE (Street) NEW YORK NY 10022 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol ENDO PHARMACEUTICALS HOLDINGS INC [ ENDP ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 08/09/2004
	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)
			Code	V	Amount	(A) or (D)	Price
Common Stock, par value $.01 per share	08/09/2004		S		5,379,007	D	$17.46	58,032,889	I	By Endo LLC(1)
Common Stock, par value $.01 per share	08/09/2004		X		2,769,371	D	$2.42	55,263,518	I	By Endo LLC(1)
Common Stock, par value $.01 per share	08/09/2004		X		57,286	D	$3	55,206,232	I	By Endo LLC(1)
Common Stock, par value $.01 per share	08/09/2004		X		87,917	D	$2.42	55,118,314	I	By Endo LLC(1)
Common Stock, par value $.01 per share	08/09/2004		X		36,605	D	$3	55,081,709	I	By Endo LLC(1)
Common Stock, par value $.01 per share	08/09/2004		X		7,709	D	$2.42	55,074,000	I	By Endo LLC(1)
Common Stock, par value $.01 per share	08/09/2004		X		7,359	D	$3	55,066,642	I	By Endo LLC(1)

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class C2 Call Option (obligation to sell)	$2.42	08/09/2004		X			2,769,371	08/09/2004	08/26/2007	Common Stock	2,769,371	$0.00	825,620	I	By Endo LLC
Class C2 Call Option (obligation to sell)	$3	08/09/2004		X			57,286	08/09/2004	08/26/2007	Common Stock	57,286	$0.00	1,325,188	I	By Endo LLC
Class C3 Call Option (obligation to sell)	$2.42	08/09/2004		X			87,917	08/09/2004	08/26/2007	Common Stock	87,917	$0.00	3,714,270	I	By Endo LLC
Class C3 Call Option (obligation to sell)	$3	08/09/2004		X			36,605	08/09/2004	08/26/2007	Common Stock	36,605	$0.00	2,462,257	I	By Endo LLC
Class C4 Call Option (obligation to sell)	$2.42	08/09/2004		X			7,709	08/09/2004	08/26/2007	Common Stock	7,709	$0.00	2,336,016	I	By Endo LLC
Class C4 Call Option (obligation to sell)	$3	08/09/2004		X			7,359	08/09/2004	08/26/2007	Common Stock	7,359	$0.00	1,354,377	I	By Endo LLC

Explanation of Responses:

1. Mr. Loverro may be deemed to share beneficial ownership of shares of Common Stock owned of record by Kelso Partners V, L.P. ("KP V") by virtue of his status as general partner of KP V, and shares investment and voting power along with the other general partners of KP V, but disclaims beneficial ownership of such securities except to the extent of his pecuniary interest. KP V may be deemed to share beneficial ownership of shares of Common Stock owned by record by Endo LLC by virtue of its status as a member of Endo LLC. KP V shares investment and voting power along with the other members of Endo LLC with respect to securities owned by Endo LLC, but disclaims beneficial ownership of such securities except to the extent of its pecuniary interest.

Remarks:

	/s/ Howard A. Matlin, by power of attorney	08/11/2004
	** 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).
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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