SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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

1. Name and Address of Reporting Person^*

PAONESSA ALBERT III

(Last)

(First)

(Middle)

4955 ORANGE DRIVE

(Street)

DAVIE

33314

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ANDRX CORP /DE/ [ ADRX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP and COO of Anda, Inc.

3. Date of Earliest Transaction (Month/Day/Year)
02/28/2006

4. If Amendment, Date of 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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Andrx Group Common Stock	02/28/2006		A		10,000⁽¹⁾⁽²⁾	A	$0.00	10,000⁽¹⁾⁽²⁾	D
Andrx Group Common Stock								22,500⁽²⁾⁽³⁾	D
Andrx Group Common Stock								2,673⁽²⁾⁽⁴⁾	D

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. On February 28, 2006, Andrx Corporation granted the reporting person 10,000 restricted stock units (RSUs), with each unit representing the right to acquire one share of Andrx Group common stock. Subject to certain acceleration and other conditions set forth in the reporting person's RSU agreement, 8,000 of these units vest in seven equal annual installments beginning one year from the date of grant and 2,000 of these units vest entirely on the fourth anniversary of the date of grant, but is subject to acceleration in whole or in part, if Andrx meets certain financial performance criteria.

2. Upon vesting, a portion of the vested shares may be withheld to satisfy applicable taxes.

3. Represents a grant of 3,750 RSUs granted on September 19, 2005 and 18,750 RSUs granted on April 14, 2005, with each RSU representing the right to acquire one share of Andrx Group common stock. Of the total of 22,500 RSUs granted to the reporting person in April and September 2005, respectively, and subject to certain acceleration and other conditions set forth in the reporting person's RSU agreement, 18,000 RSUs vest in seven equal annual installments beginning April 14, 2006 and 4,500 units vest entirely on April 14, 2009, but is subject to acceleration in whole or in part, if Andrx meets certain financial performance criteria.

4. Includes 2,000 RSUs, with each unit representing the right to acquire one share of Andrx Group common stock. Subject to certain acceleration and other conditions set forth in the reporting person's RSU agreement, the shares underlying these units vest in annual installments of 1,000 on January 1, 2007, and January 1, 2008.

Remarks:

	/s/Albert Panoessa III	03/02/2006
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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