UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) ~~August~~January 23, ~~2006~~2008

Interpharm Holdings, Inc.

(Exact name of Registrant as specified in charter)

Delaware	0-22710	13-3673965
(State or other jurisdic-	(Commission	(IRS Employer
tion of incorporation)	File Number)	Identification No.)


75 Adams Avenue, Hauppauge, New York		11788
(Address of principal executive offices)		(Zip Code)

Registrant's telephone number, including area code: (631) 952 0214

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 52.0204 ~~Departure~~Triggering ofEvents ~~Directors~~that Accelerate or ~~Principal~~Increase ~~Officers;~~a ~~Election~~Direct ofFinancial ~~Directors;~~Obligation ~~Appointment~~or ofan ~~Principal~~Obligation ~~Officers.~~under an Off-Balance Sheet Arrangement

OnAs ~~August 23,~~disclosed ~~2006 the Board of Directors elected Joan Neuscheler to fill a vacancy~~ in ~~the Board~~ ~~of Directors. The Certificate of Designations, Preferences and Rights of the Series B-1 Convertible Preferred Stock of~~ Interpharm Holdings, Inc.’s (~~the~~ “~~Series B-1 Stock~~Holdings”) ~~provides~~Current ~~that~~Report soon ~~long~~Form ~~as Tullis~~8-~~Dickerson Capital Focus III,~~K ~~L.P.~~filed ~~(“TD~~with ~~III”)~~the orSEC anon ~~affiliate~~February of15, TD2006 ~~III~~(the ~~continues~~“February to8-K”), ~~hold~~Interpharm, ~~at least twenty five~~Inc. ~~percent~~ (~~25%~~the "Company"), ofa ~~the~~wholly ~~cumulative~~owned ~~aggregate~~subsidiary ~~number~~ of ~~shares~~Holdings ofentered ~~Series~~into ~~B-1~~a ~~Stock~~credit ~~issued~~agreement ~~to TD III on~~ (the ~~initial~~"Wells ~~issuance~~Fargo ~~date~~Credit ofAgreement") ~~the~~with ~~Series~~Wells ~~B-1~~Fargo ~~Stock~~Bank, ~~TD III~~National ~~shall~~Association, beacting ~~entitled~~through toits ~~elect~~Wells ~~one~~Fargo ~~director~~Business toCredit ~~the~~operating ~~Board of Directors of the~~division ~~Company~~("Wells Fargo"). OnUnder ~~August~~the ~~23,~~Wells ~~2006~~Fargo TDCredit ~~III~~Agreement, ~~designated~~the ~~Ms.~~Company ~~Neuscheler for election as~~obtained a ~~director~~$41,500,000 ofcredit ~~the~~facility ~~Company.~~from ~~The~~Wells ~~Company does not know at this time whether Ms~~Fargo. ~~Neuscheler~~ ~~will~~Copies ~~be appointed as a member~~ of ~~any~~the ~~committee~~Wells ofFargo ~~the~~Credit ~~Board. Richard J.~~Agreement ~~Miller,~~and ~~the~~related ~~original~~documents ~~designee~~are ofannexed ~~TD III, has agreed~~ to ~~remain as a director of~~ the ~~Company~~February 8-K.

~~Ms.~~On ~~Neuscheler~~October 26, ~~age 47~~2007, ~~has~~the 17Company, ~~years~~Holdings ofand ~~experience~~Wells inFargo ~~private~~Business ~~equity~~Credit ~~investing~~entered asinto ana Forbearance Agreement, which was subsequently amended on November 12, ~~officer~~2007. As of ~~Tullis-Dickerson~~June ~~& Co.~~30, ~~Inc. (“TD”)~~2007, athe ~~health~~Company ~~care-focused~~had defaulted under the Senior Credit ~~venture~~Agreement ~~capital~~with ~~firm.~~respect ~~Since~~to ~~July~~(i) ~~1998,~~financial ~~Ms. Neuscheler~~reporting ~~has~~obligations, ~~been~~including the ~~President~~submission of ~~TD. Ms. Neuscheler’s~~ ~~previous~~its ~~experience~~annual audited financial statements for the fiscal year ending ~~includes~~June ~~three~~30, ~~years~~2007, inand ~~public~~(ii) ~~accounting~~financial ~~with~~covenants ~~Arthur~~related ~~Andersen~~to ~~and~~minimum ~~five~~net ~~years~~cash flow, ~~experience~~maximum ~~as a~~allowable ~~senior~~leverage ~~officer~~ratio, inmaximum aallowable ~~reinsurance~~total ~~brokerage~~capital ~~firm.~~expenditures ~~Ms. Neuscheler~~and isunfinanced acapital ~~Director~~expenditures offor ~~Adams~~the ~~Respiratory~~fiscal ~~Therapeutics~~year ended June 30, 2007 ~~Inc.~~ (~~NasdaqGS:~~collectively, ~~ARXT~~the “Existing Defaults”). Pursuant to the Forbearance Agreement, WFBC aagreed ~~specialty~~to ~~pharmaceutical~~waive ~~company~~the Existing Defaults based upon the Borrower’s consummation and receipt of $8,000,000. On November 7 and 14, 2007, Holdings and the Company received a ~~number~~total of $8,000,000 in gross proceeds from the issuance ~~privately~~and ~~held~~sale ~~companies~~of subordinated debt. ~~She~~In ~~received~~addition, ~~her~~the ~~B.B.A.~~Forbearance ~~and~~Agreement ~~her~~served as an ~~M.B.A.~~amendment ~~from~~to ~~Pace~~the Wells Fargo Credit Agreement with respect to certain ~~University.~~financial covenants, including, but not limited to, the Company’s required Net Income Before Tax and Net Cash Flow.

As reported in Holdings Current Report on Form 8-K filed with the SEC on January 11, 2008, on January 10, 2007, Holdings and the Company received notice (the “Notice”) from Wells Fargo that they had defaulted under the Forbearance Agreement with respect to: (i) financial covenants relating to Required Income Before Tax for the months ending October 31, 2007 and November 30, 2007, (ii) financial covenants relating to required Net Cash Flow for the months ending October 31, 2007 and November 30, 2007 and (iii) an obligation to have a designated financial advisor provide an opinion as to Holdings and the Company’s ability to meeting their fiscal year 2008 projections.

As of the date of this Current Report, Wells Fargo is in the process of assessing the Company’s eligible collateral under the Wells Fargo Credit Agreement and is providing limited credit availability for ongoing operations pending the outcome of that review. The Company and Holdings are currently seeking other means of financing their business.

As of the date of this Current Report, Wells Fargo has not demanded repayment of the outstanding amount under the Wells Fargo Credit Agreement, but has reserved the right to do so as set forth in the Notice.

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 hereunto duly authorized.

	INTERPHARM HOLDINGS, INC.
August 25, 2006	By:/s/ George Aronson
January 23, 2008	By: /s/ Peter Giallorenzo
	George Aronson
	Peter Giallorenzo
	Chief Financial Officer
	Chief Financial Officer and
	Chief Operating Officer

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