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)    July 12, 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                         11725
          (Address  of  principal                               (Zip Code)
           executive offices)            

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:

|_|   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

|_|   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 1.01 Entry Into a Material Definitive Agreement

      Interpharm  Holdings,  Inc. (the  "Company") has entered into an agreement
with  Centrix  Pharmaceutical,   Inc.  ("Centrix")  whereby  Centrix  will  have
exclusive  distribution  rights in the United States to a female hormone product
to be  manufactured  and  supplied by  Interpharm.  Pursuant  to its terms,  the
Agreement  will commence upon the first shipment of the product to Centrix which
is anticipated to be within the next 30 days.

      The agreement has a ten year term but , under certain  circumstances,  may
be  terminated  by Centrix  at any time after the first year of the  agreement's
term is completed.  Pursuant to the terms of the agreement,  Centrix is required
to  purchase  $11.5  million  of  the  product  during  the  first  year  of the
agreement's term. There are also additional annual minimum purchase requirements
after  the  first  year of the  agreement's  term  for so long as the  agreement
remains in effect. In the event that the Agreement is terminated at any time, or
for any reason,  the Company  maintains the right to market the product alone or
with a third party.

      A copy of the agreement is annexed  hereto as Exhibit 99.1.  The foregoing
description is qualified by the contents of the agreement.

      On July 18,  2005,  the  Company  issued a press  release  announcing  the
agreement  with Centrix.  A copy of the press release is furnished as an Exhibit
to this Current Report on Form 8-K (Exhibit 99.2).

Item 9.01 Financial Statements and Exhibits

      The  following  exhibits are filed as part of this Current  Report on Form

Exhibit No.      Description
99.1             Supply Agreement between Interpharm Holdings, Inc. and Centrix 
                 Pharmaceutical, Inc.
99.2             July 18, 2005 Press Release announcing the Supply Agreement 
                 between the Company and Centrix.

      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.

July 18, 2005                           By: /s/ George Aronson               
                                            George Aronson
                                            Chief Financial Officer