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* KELSO EQUITY PARTNERS V L P (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) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 11/29/2004
	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(1)	11/29/2004		S		4,241,175	D	$20.02	55,417,165	I	By Endo LLC(2)(3)
Common Stock, par value $.01 per share	11/29/2004		X		194,999	D	$2.42	55,222,166	I	By Endo LLC(2)(3)
Common Stock, par value $.01 per share	11/29/2004		X		33,540	D	$3	55,188,626	I	By Endo LLC(2)(3)
Common Stock, par value $.01 per share	11/29/2004		X		1,514,938	D	$2.42	53,673,688	I	By Endo LLC(2)(3)
Common Stock, par value $.01 per share	11/29/2004		X		38,381	D	$3	53,635,307	I	By Endo LLC(2)(3)
Common Stock, par value $.01 per share	11/29/2004		X		549,021	D	$2.42	53,086,286	I	By Endo LLC(2)(3)
Common Stock, par value $.01 per share	11/29/2004		X		7,912	D	$3	53,078,374	I	By Endo LLC(2)(3)

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	11/29/2004		X			194,999	11/29/2004	08/26/2007	Common Stock	194,999	$0.00	700,091	I	By Endo LLC(2)(3)
Class C2 Call Option (obligation to sell)	$3	11/29/2004		X			33,540	11/29/2004	08/26/2007	Common Stock	33,540	$0.00	1,403,154	I	By Endo LLC(2)(3)
Class C3 Call Option (obligation to sell)	$2.42	11/29/2004		X			1,514,938	11/29/2004	08/26/2007	Common Stock	1,514,938	$0.00	2,511,864	I	By Endo LLC(2)(3)
Class C3 Call Option (obligation to sell)	$3	11/29/2004		X			38,381	11/29/2004	08/26/2007	Common Stock	38,381	$0.00	2,631,060	I	By Endo LLC(2)(3)
Class C4 Call Option (obligation to sell)	$2.42	11/29/2004		X			549,021	11/29/2004	08/26/2007	Common Stock	549,021	$0.00	1,983,556	I	By Endo LLC(2)(3)
Class C4 Call Option (obligation to sell)	$3	11/29/2004		X			7,912	11/29/2004	08/26/2007	Common Stock	7,912	$0.00	1,460,427	I	By Endo LLC(2)(3)

Explanation of Responses:

1. Kelso Equity Partners V, L.P. ("KEP V") is the designated filer.

2. 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 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.

3. 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 securities owned by Endo Pharma 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	12/01/2004
	** 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.
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 Number.