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* MAGELLAN HOLDINGS LP (Last) (First) (Middle) C/O ONEX INVESTMENT CORP. 712 FIFTH AVENUE (Street) NEW YORK NY 10019 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol MAGELLAN HEALTH SERVICES INC [ MGLN ]	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) 03/23/2005
	4. 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 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

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
Multiple and Variable Vote Restricted Conv. Common Stock	$0(1)	03/23/2005(2)		P		17,850		03/23/2005	(3)	Ordinary Common Stock	17,850	$9.78	8,505,600(4)	D
Multiple and Variable Vote Restricted Conv. Common Stock	$0(1)	03/23/2005(2)		P		17,850		03/23/2005	(3)	Ordinary Common Stock	17,850	$9.78	8,505,600(4)	I	By Magellan Holdings LP(5)
Multiple and Variable Vote Restricted Conv. Common Stock	$0(1)	03/23/2005(2)		P		17,850		03/23/2005	(3)	Ordinary Common Stock	17,850	$9.78	8,505,600(4)	I	By Magellan Holdings LP(6)
Multiple and Variable Vote Restricted Conv. Common Stock	$0(1)	03/23/2005(2)		P		17,850		03/23/2005	(3)	Ordinary Common Stock	17,850	$9.78	8,505,600(4)	I	By Magellan Holdings LP(7)

1. Name and Address of Reporting Person* MAGELLAN HOLDINGS LP (Last) (First) (Middle) C/O ONEX INVESTMENT CORP. 712 FIFTH AVENUE (Street) NEW YORK NY 10019 (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* ONEX PARTNERS LP (Last) (First) (Middle) C/O ONEX INVESTMENT CORP. 712 FIFTH AVENUE (Street) NEW YORK NY 10019 (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* ONEX CORP (Last) (First) (Middle) 161 BAY STREET, 49TH FLOOR, P.O. BOX 700 (Street) TORONTO, ONTARIO CANADA M5J2S1 (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* SCHWARTZ GERALD W (Last) (First) (Middle) C/O ONEX CORPORATION 161 BAY STREET, 49TH FLOOR, P.O. BOX 700 (Street) TORONTO, ONTARIO CANADA M5J2S1 (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. Convertible on a share-for-share basis.

2. Please see Exhibit 99.

3. No expiration.

4. Pursuant to Item 4(b)(iv) of the Instructions to Form 4, all of the shares beneficially owned by Magellan Holdings LP ("Holdings") are reported as beneficially owned by each of Onex Corporation ("Onex"), Onex Partners LP ("Onex Partners") and Gerald W. Schwartz, notwithstanding the fact that each of Onex, Onex Partners and Mr. Schwartz has a pecuniary interest in less than 100% of the shares beneficially owned by Holdings; by doing so, none of Onex, Onex Partners or Mr. Schwartz concedes that it has a Pecuniary interest in 100% of those shares.

5. Onex Partners is the general partner of Holdings.

6. Onex is an indirect investor in Holdings and indirectly owns the general partner of Onex Partners, the general partner of Holdings.

7. Gerald W. Schwartz is the indirect holder of all the issued and outstanding Multiple Voting shares of Onex, which are entitled to elect sixty percent (60%) of the members of Onex's Board of Directors and carry such number of votes in the aggregate as represents 60% of the aggregate votes attached to all voting shares of Onex. The indirect interest of Onex is described in footnote (6). Mr. Schwartz disclaims beneficial ownership of the shares reported hereunder.

	/s/ Robert Le Blanc, President of Onex Partners GP Inc., the general partner of Onex Partners GP LP, the general partner of Onex Partners LP, the general partner of Magellan Holdings LP	03/24/2005
	/s/ Robert Le Blanc, President of Onex Partners GP Inc., the general partner of Onex Partners GP LP, the general partner of Onex Partners LP	03/24/2005
	/s/ Donald Lewtas, Authorized Signatory	03/24/2005
	/s/ Donald Lewtas, Attorney-in-fact for Gerald W. Schwartz	03/24/2005
	** 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.