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)    May 26, 2005

                            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

                                 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 230.425) 

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

|_| 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 5.02   Departure of Directors or Principal Officers; Election of Directors;
            Appointment of Principal Officers

      On May 26, 2005,  Surinder Rametra,  Director of Business  Development for
Interpharm  Holdings,  Inc. (the  "Company"),  resigned this  executive  officer
position.  Mr. Rametra will continue as an employee of the Company as Facilities
Manager for the Company's second location in Yaphank, New York.

      Mr.  Rametra's  resignation is not a result of any  disagreement  with the
Company on any matter, including any matter related to the operations,  policies
or practices of the Company.

      The Company has not appointed any person to fill in the vacancy created by
the resignation of Mr. Rametra.


      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.

May 27, 2005                            By: /s/ George Aronson               
                                                George Aronson
                                                Chief Financial Officer