6-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K/A

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 OF

THE SECURITIES EXCHANGE ACT OF 1934

March 25, 2008

Commission File Number 001-14956

BIOVAIL CORPORATION

(Translation of Registrant’s name into English)

7150 Mississauga Road, Mississauga, Ontario, CANADA, L5N 8M5

(Address of principal executive office and zip code)

Registrant’s telephone number, including area code: (905) 286-3000

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F x                        Form 40-F o

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1).

Yes o                       No x

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7).

Yes o                        No x

Indicate by check mark whether by furnishing the information contained in this form the registrant is also hereby furnishing the information to the Commission pursuant to Rule 12g 3-2(b) under the Securities Exchange Act of 1934.

Yes o                       No x

BIOVAIL CORPORATION

This Report of Foreign Private Issuer on Form 6-K/A is incorporated by reference into the registration statements on Form S-8 (Registration Nos. 333-92229 and 333-138697) of Biovail Corporation.

EXPLANATORY NOTE

The registrant is hereby amending the information filed on Form 6-K on March 17, 2008, in order to include previously made amendments to two exhibits, being its 1993 Stock Option Plan, as Amended & Restated (filed as Exhibit 99.9 to the Form 6-K dated March 17, 2008), and its Amended and Restated 2004 Stock Option Plan (filed as Exhibit 99.8 to the Form 6-K dated March 17, 2008).

INDEX

Exhibit 99.1Amendment to the 1993 Stock Option Plan, as Amended & Restated, of Biovail Corporation

dated March 14, 2007

Exhibit 99.2Amendment to the 1993 Stock Option Plan, as Amended & Restated, of Biovail Corporation

dated May 16, 2007

Exhibit 99.3Amendment to the Amended and Restated 2004 Stock Option Plan of Biovail Corporation

dated March 14, 2007

Exhibit 99.4Amendment to the Amended and Restated 2004 Stock Option Plan of Biovail Corporation

dated May 16, 2007

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

		Biovail Corporation
Date:	March 25, 2008	By:	/ s / Jennifer Tindale
			Jennifer Tindale
			Vice President &
			Associate General Counsel

i

EX-99.1

Exhibit 99.1

Amendment to the 1993 Stock Option Plan, as Amended & Restated, of Biovail Corporation dated March 14, 2007

THIS AMENDMENT, effective March 14, 2007, is made to the 1993 Stock Option Plan, as Amended & Restated, of Biovail Corporation, as amended (the “1993 Stock Option Plan”).

WHEREAS, on March 14, 2007, the Board of Directors of Biovail Corporation approved certain amendments to the transferability provisions of the 1993 Stock Option Plan, which amendments did not require shareholder approval;

NOW THEREFORE the 1993 Stock Option Plan is hereby amended as follows:

1.Section 7(h) is hereby amended by inserting, at the end of that section, immediately following the word “Optionee”, the following:

“; provided that no such transfer may occur where such transfer is to be made for consideration.”.

EX-99.2

Exhibit 99.2

Amendment to the 1993 Stock Option Plan, as Amended & Restated, of Biovail Corporation dated May 16, 2007

THIS AMENDMENT, effective May 16, 2007, is made to the 1993 Stock Option Plan, as Amended & Restated, of Biovail Corporation, as amended (the “1993 Stock Option Plan”).

WHEREAS, on March 14, 2007, the Board of Directors of Biovail Corporation approved certain revisions to the amendment provisions of the 1993 Stock Option Plan, subject to approval of the shareholders of Biovail Corporation (the “Shareholders”);

AND WHEREAS, at the annual and special meeting of Shareholders, held on May 16, 2007, the Shareholders approved such revisions to the amendment provisions of the 1993 Stock Option Plan;

NOW THEREFORE the 1993 Stock Option Plan is hereby amended as follows:

1.Section 10 is hereby deleted in its entirety and replaced with the following:

“(a)                 Subject to Section 10(b), the Board of Directors may, without notice, at any time or from time to time for any purpose whatsoever, and whether in whole or in part, amend, suspend, discontinue or terminate this Plan or any provisions hereof or amend an option granted to a Optionee or a related Option Agreement, as applicable, in such respects as it, in its sole discretion, determines appropriate.  No such amendment, suspension, discontinuance or termination may, without the consent of any Optionee or the representatives of his or her estate, as applicable, alter or impair any rights or obligation arising from any option previously granted to an Optionee under this Plan unless the Board of Directors determines that the action would not materially and adversely affect the rights of such Optionee.  In addition, no such action shall be undertaken that would cause a previously granted option intended to qualify for favourable treatment for performance-based compensation under Section 162(m) of the U.S. Internal Revenue Code of 1986 (as amended) and any U.S. Treasury regulations thereunder (“Section 162(m) of the Code”) to cease to so qualify.

(b)                   Notwithstanding anything contained herein to the contrary, no such action as is contemplated by Section 10(a) is effective until shareholder approval is obtained where such shareholder approval is required under Section 162(m) of the Code or the rules of the Toronto Stock Exchange (“TSX”) and/or New York Stock Exchange (“NYSE”) or the rules of any other exchange or system on which the Corporation’s securities are listed or traded at the request of the Corporation.  In addition, in order to become effective, shareholder approval shall be required for:

(i)any amendment to increase the number of Shares reserved for issuance from treasury under the Plan;

(ii)any amendment that would reduce the option price of an outstanding option (including a cancellation and reissue of an option constituting a reduction of the option price);

(iii)any amendment to extend the term of an outstanding option beyond the originally scheduled expiry date for that option;

(iv)any amendment to the eligible participants under the Plan that would permit the introduction or reintroduction of non-employee directors to participate under the Plan on a discretionary basis;

(v)any amendment that would alter the transferability or assignability of options under the Plan; and

(vi)any amendment to the Plan to provide for other types of compensation through equity issuance,

unless the change results from the application of Section 9 of the Plan.

(c)                   The shareholders’ approval of an action as contemplated by Section 10(b), if required pursuant to the terms thereof, shall be given by approval of the holders of a majority of the Shares present and voting in person or by proxy at a duly called meeting of the shareholders.  If required by the rules of the TSX and/or NYSE or the rules of any other exchange or system on which the Corporation’s securities are listed or traded at the request of the Corporation, the votes of Shares held directly or indirectly by Insiders (as defined under the TSX Company Manual, as amended from time to time) benefiting from the action shall be excluded.”.

EX-99.3

Exhibit 99.3

Amendment to the Amended and Restated 2004 Stock Option Plan of Biovail Corporation dated March 14, 2007

THIS AMENDMENT, effective March 14, 2007, is made to the Amended and Restated 2004 Stock Option Plan of Biovail Corporation, as amended (the “2004 Stock Option Plan”).

WHEREAS, on March 14, 2007, the Board of Directors of Biovail Corporation approved certain amendments to the transferability provisions of the 2004 Stock Option Plan, which amendments did not require shareholder approval;

NOW THEREFORE the 2004 Stock Option Plan is hereby amended as follows:

1.The existing paragraph in Section 3.6 shall be renumbered as Section 3.6(a).

2.The phrase “Sections 3.6(b) and 4.6” shall replace the reference to “Section 4.6” in the first line of Section 3.6(a).

3.A new Section 3.6(b) shall be inserted immediately following Section 3.6(a) and shall state as follows:

“(b)                 Notwithstanding Section 3.6(a), no assignment or transfer as would otherwise be permitted pursuant to such section may occur where such assignment or transfer is to be made for consideration.”.

EX-99.4

Exhibit 99.4

Amendment to the Amended and Restated 2004 Stock Option Plan of Biovail Corporation dated May 16, 2007

THIS AMENDMENT, effective May 16, 2007, is made to the Amended and Restated 2004 Stock Option Plan of Biovail Corporation, as amended (the “2004 Stock Option Plan”).

WHEREAS, on March 14, 2007, the Board of Directors of Biovail Corporation approved certain revisions to the amendment provisions of the 2004 Stock Option Plan, subject to approval of the shareholders of Biovail Corporation (the “Shareholders”);

AND WHEREAS, at the annual and special meeting of Shareholders, held on May 16, 2007, the Shareholders approved such revisions to the amendment provisions of the 2004 Stock Option Plan;

NOW THEREFORE the 2004 Stock Option Plan is hereby amended as follows:

1.Section 6.5(b) is hereby deleted in its entirety and replaced with the following:

“(b)                 Subject to Section 6.5(c), the Board may, without notice, at any time or from time to time for any purpose whatsoever, and whether in whole or in part, amend, suspend, discontinue or terminate this Plan or any provisions hereof or amend an Option granted to a Participant or a related Option Agreement, as applicable, in such respects as it, in its sole discretion, determines appropriate.  No such amendment, suspension, discontinuance or termination may, without the consent of any Optionee or the representatives of his or her estate, as applicable, alter or impair any rights or obligation arising from any Option previously granted to an Optionee under this Plan unless the Board determines that the action would not materially and adversely affect the rights of such Participant.  In addition, no such action shall be undertaken that would cause a previously granted Option intended to qualify for favourable treatment under Section 162(m) of the Code to cease to so qualify.”.

4.New sections 6.5(c) and 6.5(d) shall be inserted immediately following the Section 6.5(b) and shall state as follows:

“(c)     Notwithstanding anything contained herein to the contrary, no such action as is contemplated by Section 6.5(b) is effective until shareholder approval is obtained where such shareholder approval is required under Section 162(m) of the Code or the rules of the TSX and/or NYSE or the rules of any other exchange or system on which the Company’s securities are listed or traded at the request of the Company.  In addition, in order to become effective, shareholder approval shall be required for:

(i)any amendment to increase the number of Common Shares reserved for issuance from treasury under the Plan;

(ii)any amendment that would reduce the Exercise Price of an outstanding Option (including a cancellation and reissue of an Option constituting a reduction of the Exercise Price);

(iii)any amendment to extend the term of an outstanding Option beyond the originally scheduled expiry date for that Option;

(iv)any amendment to the eligible participants under the Plan that would permit the introduction or reintroduction of non-employee directors to participate under the Plan on a discretionary basis;

(v)any amendment that would alter the transferability or assignability of Options under the Plan; and

(vi)any amendment to the Plan to provide for other types of compensation through equity issuance,

unless the change results from the application of Article 5 of the Plan.

(d)       The shareholders’ approval of an action as contemplated by Section 6.5(c), if required pursuant to the terms thereof, shall be given by approval of the holders of a majority of the Common Shares present and voting in person or by proxy at a duly called meeting of the shareholders.  If required by the rules of the TSX and/or NYSE or the rules of any other exchange or system on which the Company’s securities are listed or traded at the request of the Company, the votes of Common Shares held directly or indirectly by Insiders benefiting from the action shall be excluded.”.