FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person * SUTARIA PERRY   2. Issuer Name and Ticker or Trading Symbol INTERPHARM HOLDINGS INC [IPA] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 75 ADAMS AVE 3. Date of Earliest Transaction (Month/Day/Year) 05/25/2006 (Street) HAUPPGUE, NY 11788 4. If Amendment, Date 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 (City) (State) (Zip) 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 05/25/2006   C   6,274,780 A (1) 2,019,166 D   Common Stock               8,014,928 I through wholly owned and managed LLC (1)

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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 Underlying Securities (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 of Derivative Security: 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

Series K Convertible Preferred Stock

(1)

05/25/2006

C

292,214

(2)

(2)

Common Stock

(2)

(2)

0

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
SUTARIA PERRY 75 ADAMS AVE HAUPPGUE, NY 11788		X

Signatures

Perry Sutaria		07/13/2006
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	On May 25, 2006, P&K Holdings I, LLC, a New York limited liability company of which Perry Sutaria is the sole manager and sole member, converted an aggregate of 292,214 shares of Series K Convertible Preferred Stock of Interpharm Holdings, Inc. ("Series K Stock") into an aggregate of 6,274,780 shares of common stock of Interpharm Holdings, Inc. ("Common Stock"), a ratio of approximately 21.47 shares of Common Stock for each share of Series K Stock converted.
(2)	On June 4, 2004, all conditions for the conversion of the Series K Stock were met, making that date the "Trigger Date" as defined in the Certificate of Designations of the Series K Stock. After the Trigger Date the Series K Stock was to convert ratably, over a seven-year period. One-seventh of the outstanding shares of Series K Stock converted into common stock on each of June 4, 2004 and June 4, 2005, at a conversion ratio of approximately 21.47 shares of Common Stock issued for each share of Series K Stock converted. On May 25, 2006 P&K Holdings I, LLC and Interpharm Holdings, Inc. agreed that all of the outstanding shares of Series K Stock then outstanding would immediately convert into Common Stock at the same ratio.

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