SecProbe.io

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Mail Stop 6010	September 15, 2005

Caroline Manogue
Chief Legal Officer
Endo Pharmaceuticals Holdings, Inc.
100 Endo Boulevard
Chadds Ford, Pennsylvania 19317

RE: 	Endo Pharmaceuticals Holdings, Inc.
	Form S-3 filed September 2, 2005
      Registration No. 333-128099

Dear Ms. Manogue:

      This is to advise you that we are not conducting a full
review
of the Form S-3 filed by Endo Pharmaceuticals Holdings, Inc. (the
"Company") on September 2, 2005.  However, we will be monitoring
the
filing (i) for additional disclosure relating to your selling
securityholders and (ii) in connection with a pending confidential
treatment request filed by the company.  All outstanding issues on
the confidential treatment request must be resolved before we will
grant any request for acceleration on the Form S-3.
      With respect to your disclosure, we call to your attention
the
requirements of Form S-3 with respect to the information required
by
Item 507 (selling shareholders).  We note that certain broker
dealers
listed as selling shareholders on the Selling Shareholder table
may
have obtained the shares other than as compensation for services.
In
that event, such selling shareholders are underwriters under the
Securities Act of 1933.  In that case, please revise your
registration statement to include those parties as an underwriter
in
the section titled "Plan of Distribution" and in such other places
that would be appropriate.  Furthermore, if there are affiliates
of
broker-dealers identified as Selling Shareholders, they should be
identified as such and, if appropriate, your disclosure should be
revised to include the following representations: (i) the Selling
Shareholder purchased in the ordinary course of business and (ii)
at
the time of the purchase, the Selling Shareholder had no
agreements
or understanding to distribute securities.  If you cannot make
these
representations, then you should also state that these affiliates
are
underwriters.

      Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:
?	should the Commission or the staff, acting pursuant to
delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

?	the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

?	the company may not assert this action as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      As appropriate, please amend your filing in response to
these
comments.  If you disagree, we will consider your explanation as
to
why our comment is inapplicable or a revision is unnecessary.
Please
be as detailed as necessary in your explanation.

      Any comments or questions may be directed to Zafar Hasan at
(202) 551-3653 or to me at (202) 551-3715.

      Sincerely,

								Jeffrey Riedler
								Assistant Director

CC:  	Stacy Kanter
	Skadden Arps
	4 Times Square
	New York, NY 10036
	F:  212-735-2000
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