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)    October 18, 2004

                            INTERPHARM HOLDINGS, INC.

               (Exact name of Registrant as specified in charter)

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

   69 Mall Drive, Commack, New York                             11725
 (Address of principal executive offices)                    (Zip Code)

Registrant's telephone number, including area code:    (631) 543-2800

                                 NOT APPLICABLE
          (Former name or former address, if changed since last report)

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: 

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR

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

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

Item 8.01         Other Events.

      On October 18, 2004, Surinder Rametra, an Interpharm Holdings, Inc. (the
"Company") Director and its Director of Business Development, and James Charles,
a Director of the Company, resigned their directorships. Mr. Rametra resigned
his directorship in order to enable him to focus solely on his responsibilities
as Director of Business Development of the Company. Mr. Charles resigned in
order to pursue other interests. The Nominating Committee of the Board of
Directors has presented a slate of six nominees for election as directors at the
Annual Meeting of Stockholders to be held on November 18, 2004. The Nominating
Committee will continue to seek qualified individuals for the vacant seat on the

      Neither Mr. Rametra nor Mr. Charles resigned as a result of any
disagreement with the Company on any matter, including any matter related to the
operations, policies or practices of the Company.


      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.
October 20, 2004                               By: /s/ George Aronson
                                                       George Aronson
                                                       Chief Financial Officer