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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 4

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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

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

Name and Address of Reporting
Person*

Issuer Name and Ticker or Trading
Symbol

I.R.S. Identification Number of Reporting
Person, if an entity (Voluntary)

Sancilio, Frederick D.

(Last) (First) (Middle)

aaiPharma Inc. (AAII)

5395 Pennock Point Road

(Street)

Statement for Month/Day/Year

If Amendment, Date of Original (Month/Day/Year)

December 24, 2002

Relationship of Reporting Person(s)
to Issuer (Check All Applicable)

Individual or Joint/Group Filing
(Check Applicable Line)

Jupiter, FL 33458

(City) (State) (Zip)

Director

10% Owner

Form Filed by One Reporting Person

Officer (give title below)

Form Filed by More than One Reporting Person

Other (specify below)

Executive Chairman and Chief Scientific Officer

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).

Table I — Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

Title of Security
(Instr. 3)

Transaction
Date
(Month/Day/Year)

2A.

Deemed Execution
Date, if any
(Month/Day/Year)

Transaction
Code
(Instr. 8)

Securities Acquired (A) or
Disposed of (D)
(Instr. 3, 4 and 5)

Amount of Sec-
urities Beneficially
Owned Following
Reported Trans-
action(s)
(Instr. 3 and 4)

Ownership
Form:
Direct (D) or
Indirect (I)
(Instr. 4)

Nature of
Indirect
Beneficial
Ownership
(Instr. 4)

Code

Amount

(A)
or
(D)

Price

Common Stock

12/24/2002

G¹

3,904,445

$0.00

169,500

Common Stock

12/24/2002

G¹

3,904,445

$0.00

3,904,445

In trust²

Common Stock

1,550³

By Children

Page 2

Table II — Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

Title of Derivative
Security
(Instr. 3)

Conversion or Exercise
Price of Derivative
Security

Transaction
Date
(Month/Day/Year)

3A.

Deemed Execution
Date, if any
(Month/Day/Year)

Transaction
Code
(Instr. 8)

Number of Derivative Securities
Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)

Code

(A)

(D)

Page 3

Table II — Derivative Securities Acquired, Disposed of, or Beneficially Owned — Continued
(e.g., puts, calls, warrants, options, convertible securities)

Date Exercisable and
Expiration Date
(Month/Day/Year)

Title and Amount
of Underlying Securities
(Instr. 3 and 4)

Price of Derivative
Security
(Instr. 5)

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)

Date
Exercisable

Expiration
Date

Title

Amount or
Number of
Shares

Explanation of Responses:

(1) The Reporting Person made a gift of the shares of Common Stock indicated to The Frederick D. Sancilio and Barbara A. Sancilio Irrevocable Intangible Tax Trust.

(2) Held in trust by The Frederick D. Sancilio and Barbara A. Sancilio Irrevocable Intangible Tax Trust.

(3) This amendment is being filed to report a typographical error. The Reporting Person owns 1,550 shares of Common Stock indirectly instead of 1,500.


/s/ Albert N. Cavagnaro **Signature of Reporting Person Attorney-in-fact		February 6, 2003 Date

**		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.

Page 4

SANCILIO FREDERICK D 4/A