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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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

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(Print or Type Responses)

1. Name and Address of Reporting Person * SUTARIA RAVI   2. Issuer Name and Ticker or Trading Symbol INTERPHARM HOLDINGS INC [IPA] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 75 ADAMS AVE 3. Date of Earliest Transaction (Month/Day/Year) 05/25/2006 (Street) HAUPPGUE, NY 11788 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 05/25/2006   C   7,843,465 (1) A (1) 2,000,000 D   Common Stock               10,518,645 I through wholly owned LLC

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

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

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

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

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

8. Price of Derivative Security (Instr. 5)

9. 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)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Series K Convertible Preferred Stock

(1)

05/25/2006

C

366,141

(2)

(2)

Common Stock

(1) (2)

(2)

0

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
SUTARIA RAVI 75 ADAMS AVE HAUPPGUE, NY 11788		X

Signatures

Ravi Sutaria		07/13/2006
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	On May 25, 2006, Ravis Holdings I, LLC, a New York limited liability company of which Ravi Sutaria is the sole member, converted an aggregate of 366,141 shares of Interpharm Holdings, Inc. ("Interpharm") Series K Convertible Preferred Stock ("Series K Stock") into an aggregate of 7,843,465 shares of Common Stock of Interpharm ("Common Stock"), at a conversion rate of approximately 21.47 shares of Common Stock issued for each share of Series K Stock converted.
(2)	On June 4, 2004, all conditions for the conversion of the Series K Stock were met, making that date the "Trigger Date" as defined in the Certificate of Designations of the Series K Stock. After the Trigger Date the Series K Stock was to convert ratably over a seven year period into Common Stock. One-seventh of the outstanding shares of Series K Stock converted into Common Stock on each of June 4, 2004 and June 4, 2005, at a conversion rate of approximately 21.47 shares of Common Stock issued for each share of Series K Stock converted. On May 25, 2006 Interpharm agreed with all of the holders of Series K Stock, including Ravis Holdings I, LLC, that all of the outstanding shares of Series K Stock then outstanding would immediately convert into Common Stock at the same conversion rate.

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