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* GLENHILL ADVISORS LLC (Last) (First) (Middle) 598 MADISON AVE, 12TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 07/20/2006	3. Issuer Name and Ticker or Trading Symbol TEKELEC [ TKLC ]
		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) 07/31/2006
			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)
Common Stock, no par value	5,951,700	I	By Glenhill Capital LP(1)(2)(3)(4)(5)
Common Stock, no par value	400,000	I	By Glenhill Concentrated Long Master Fund LLC(1)(2)(3)(4)(5)
Common Stock, no par value	2,548,300	I	By Glenhill Capital Overseas Master Fund, L.P.(1)(2)(3)(4)(5)

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* GLENHILL ADVISORS LLC (Last) (First) (Middle) 598 MADISON AVE, 12TH FLOOR (Street) NEW YORK NY 10022 (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* GLENHILL CAPITAL MANAGEMENT LLC (Last) (First) (Middle) (Street) X1 (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* GLENHILL OVERSEAS MANAGEMENT LLC (Last) (First) (Middle) (Street) X1 (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* GLENHILL CAPITAL LP (Last) (First) (Middle) (Street) X1 (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* Glenhill Capital Overseas GP, Ltd. (Last) (First) (Middle) (Street) X1 (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* Glenhill Capital Overseas Master Fund, L.P. (Last) (First) (Middle) (Street) X1 (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* KREVLIN GLENN J (Last) (First) (Middle) (Street) X1 (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* Glenhill Concentrated Long Master Fund, LLC (Last) (First) (Middle) (Street) X1 (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. This amendment corrects Box 6 above to conform to the fact that this form was filed by more than one reporting person. All information included in this amendment is identical to the information in the form as originally filed on July 31, 2006.

2. Includes shares owned directly by Glenhill Capital LP, Glenhill Concentrated Long Master Fund LLC and Glenhill Capital Overseas Master Fund, L.P. Glenhill Capital LP beneficially owns 5,951,700 shares of Common Stock. As the general partner of Glenhill Capital LP, Glenhill Capital Management, LLC may be deemed to beneficially own the 5,951,700 shares of Common Stock beneficially owned by Glenhill Capital LP. Glenhill Concentrated Long Master Fund LLC beneficially owns 400,000 shares of Common Stock. As the managing member of Glenhill Concentrated Long Master Fund, LLC, Glenhill Capital Management, LLC may be deemed to beneficially own the 400,000 shares of Common Stock beneficially owned by Glenhill Concentrated Long Master Fund LLC.

3. (Continuation of Footnote 2) Glenhill Capital Overseas Master Fund L.P. beneficially owns 2,548,300 shares of Common Stock. As general partner of Glenhill Capital Overseas Master Fund L.P., Glenhill Capital Overseas GP, Ltd. may be deemed to beneficially own the 2,548,300 shares of Common stock beneficially owned by Glenhill Capital Overseas Master Fund L.P. As the investment advisor to Glenhill Capital Overseas Master Fund L.P., Glenhill Overseas Management, LLC may also be deemed to beneficially own the 2,548,300 shares of Common Stock owned by Glenhill Capital Overseas Master Fund L.P.

4. (Continuation of Footnote 3) As the Managing Member of Glenhill Overseas Management, LLC and Glenhill Capital Management, LLC, Glenhill Advisors, LLC may be deemed to beneficially own the 5,951,700 shares of Common Stock beneficially owned by Glenhill Capital LP, the 400,000 shares of Common Stock beneficially owned by Glenhill Concentrated Long Master Fund LLC and the 2,548,300 shares of Common Stock owned by Glenhill Capital Overseas Master Fund, L.P.

5. Each Reporting Person disclaims beneficial ownership of these securities except to the extent of its pecuniary interest, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.

Remarks:

	/s/ Glenn J. Krevlin, Managing Member of Glenhill Advisors, LLC	07/31/2006
	** 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 5 (b)(v).
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