SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person* AMALGAMATED GADGET LP (Last) (First) (Middle) 301 Commerce Street Suite 2975 (Street) Fort Worth TX 76102 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 01/05/2004	3. Issuer Name and Ticker or Trading Symbol MAGELLAN HEALTH SERVICES INC [ MGLN ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Ordinary Common Stock	3,198,106	D(1)(2)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* AMALGAMATED GADGET LP (Last) (First) (Middle) 301 Commerce Street Suite 2975 (Street) Fort Worth TX 76102 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* SCEPTER HOLDINGS INC (Last) (First) (Middle) 301 Commerce Street Suite 2975 (Street) Fort Worth TX 76102 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* RAYNOR GEOFFREY (Last) (First) (Middle) 301 COMMERCE STREET SUITE 2975 (Street) FORT WORTH TX 76102 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. The shares of Ordinary Common Stock of the Issuer reported herein as being owned by Amalgamated Gadget, L.P. ("Amalgamated"), will be issued to Amalgamated for and on behalf of R2 Investments, LDC ("R2") in connection with the consummation of the Issuer's Third Amended Joint Plan of Reorganization, dated August 18, 2003 (as amended, supplemented or modified, the "Plan"), which was confirmed by the United States Bankruptcy Court for the Southern District of New York in In re Magellan Health Services, Inc. (Case No. 03-40515(PCB)), and consummated on January 5, 2004. In connection with the consummation of the Plan, Amalgamated, for and on behalf of R2, is entitled to receive: (a) 1,198,295 shares in satisfaction of claims related to R2???s ownership of $36.5 million principal amount of 9% Senior Subordinated Notes due 2008 and (b) 1,999,811 shares purchased in an equity offering conducted by the Issuer.

2. All shares reported herein as being owned by Amalgamated were acquired by Amalgamated, for and on behalf of R2, pursuant to an Investment Management Agreement. Pursuant to such Agreement, Amalgamated has sole voting and dispositive power of such shares and R2 has no beneficial ownership of such shares. This filing shall not be deemed an admission that Amalgamated is the beneficial owner of such shares for purposes of Section 16 of the Securities Exchange Act of 1934 (the "Act"). Scepter Holdings, Inc. ("Scepter") is the general partner of Amalgamated, which is the holder of the shares reported herein. Geoffrey P. Raynor ("Raynor") is the sole shareholder of Scepter. Pursuant to Rule 16a-1(a)(2)(ii)(B) under the Act, each of Scepter and Raynor is deemed to be the beneficial owner of any shares beneficially owned by Amalgamated only to the extent of the greater of his or its respective direct or indirect interest.

Remarks:

	William Holloway, Authorized Signatory for Scepter Holdings, Inc., general partner of Amalgamated Gadget, L.P.	01/07/2004
	William Holloway, Authorized Signatory for Scepter Holdings, Inc.	01/07/2004
	Geoffrey P. Raynor	01/07/2004
	** Signature of Reporting Person	Date
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