SC 13G

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

PDL BioPharma, Inc.

(Name of Issuer)

Common Stock, $0.01 par value

(Title of Class of Securities)

69329Y104

(CUSIP Number)

September 3, 2008

(Date of Event Which Requires Filing of this Statement)

Check the following box to designate the rule pursuant to which the Schedule is filed:

o  Rule 13d-1(b)

x Rule 13d-1(c)

o  Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 69329Y104
	1.	Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) D. E. Shaw & Co., L.P. 13-3695715
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		o
	3.	SEC Use Only
	4.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power -0-
			6.		Shared Voting Power 5,933,306 (1)
			7.		Sole Dispositive Power -0-
			8.		Shared Dispositive Power 6,092,306 (1)
	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 6,092,306 (1)
	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)   o
	11.	Percent of Class Represented by Amount in Row (9) 5.1% (2)
	12.	Type of Reporting Person (See Instructions) IA, PN

1 Includes subordinated notes convertible into 290,344 shares.

2 Based on 119,421,847 shares of outstanding common stock and including the 290,344 shares from the potential conversion of subordinated notes for a total of 119,712,191 shares outstanding.

CUSIP No. 69329Y104
	1.	Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) David E. Shaw
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		o
	3.	SEC Use Only
	4.	Citizenship or Place of Organization United States
Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power -0-
			6.		Shared Voting Power 5,933,306 (1)
			7.		Sole Dispositive Power -0-
			8.		Shared Dispositive Power 6,092,306 (1)
	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 6,092,306 (1)
	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)   o
	11.	Percent of Class Represented by Amount in Row (9) 5.1% (2)
	12.	Type of Reporting Person (See Instructions) IN

1 Includes subordinated notes convertible into 290,344 shares.

2 Based on 119,421,847 shares of outstanding common stock and including the 290,344 shares from the potential conversion of subordinated notes for a total of 119,712,191 shares outstanding.

Item 1.

(a)	Name of Issuer
	PDL BioPharma, Inc.
(b)	Address of Issuer's Principal Executive Offices
	1400 Seaport Blvd Redwood City, CA 94063

Item 2.

(a)	Name of Person Filing
	D. E. Shaw & Co., L.P. David E. Shaw
(b)	Address of Principal Business Office or, if none, Residence
	The business address for each reporting person is: 120 W. 45th Street, Tower 45, 39th Floor New York, NY 10036
(c)	Citizenship
	D. E. Shaw & Co., L.P. is a limited partnership organized under the laws of the state of Delaware. David E. Shaw is a citizen of the United States of America.
(d)	Title of Class of Securities
	Common Stock, $0.01 par value
(e)	CUSIP Number
	69329Y104

Item 3. If this statement is filed pursuant to Rule 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a:

Not Applicable

Item 4. Ownership

As of September 9, 2008:
(a) Amount beneficially owned:
D. E. Shaw & Co., L.P.:	6,092,306 shares This is composed of (i) 2,985,500 shares in the name of D. E. Shaw Oculus Portfolios, L.L.C., (ii) 1,641,011 shares in the name of D. E. Shaw Valence Portfolios, L.L.C., (iii) 629,900 shares that D. E. Shaw Valence Portfolios, L.L.C. has the right to acquire through the exercise of listed call options, (iv) 290,344 shares that D. E. Shaw Valence Portfolios, L.L.C. has the right to acquire through convertible subordinated notes, and (v) 545,551 shares under the management of D. E. Shaw Investment Management, L.L.C.

David E. Shaw:  6,092,306 shares This is composed of (i) 2,985,500 shares in the name of D. E. Shaw Oculus Portfolios, L.L.C., (ii) 1,641,011 shares in the name of D. E. Shaw Valence Portfolios, L.L.C., (iii) 629,900 shares that D. E. Shaw Valence Portfolios, L.L.C. has the right to acquire through the exercise of listed call options, (iv) 290,344 shares that D. E. Shaw Valence Portfolios, L.L.C. has the right to acquire through convertible subordinated notes, and (v) 545,551 shares under the management of D. E. Shaw Investment Management, L.L.C.

(b) Percent of class:
D. E. Shaw & Co., L.P.:	5.1%
David E. Shaw:	5.1%

(c) Number of shares to which the person has:
(i)	Sole power to vote or to direct the vote:
	D. E. Shaw & Co., L.P.:	-0- shares
	David E. Shaw:	-0- shares
(ii)	Shared power to vote or to direct the vote:
	D. E. Shaw & Co., L.P.:	5,933,306 shares
	David E. Shaw:	5,933,306 shares
(iii)	Sole power to dispose or to direct the disposition of:
	D. E. Shaw & Co., L.P.:	-0- shares
	David E. Shaw:	-0- shares
(iv)	Shared power to dispose or to direct the disposition of:
	D. E. Shaw & Co., L.P.:	6,092,306 shares
	David E. Shaw:	6,092,306 shares

David E. Shaw does not own any shares directly. By virtue of David E. Shaw’s position as President and sole shareholder of D. E. Shaw & Co., Inc., which is the general partner of D. E. Shaw & Co., L.P., which in turn is the managing member and investment adviser of D. E. Shaw Valence Portfolios, L.L.C., the investment adviser of D. E. Shaw Oculus Portfolios, L.L.C., and the managing member of D. E. Shaw Investment Management, L.L.C., and by virtue of David E. Shaw’s position as President and sole shareholder of D. E. Shaw & Co. II, Inc., which is the managing member of D. E. Shaw & Co., L.L.C., which in turn is the managing member of D. E. Shaw Oculus Portfolios, L.L.C., David E. Shaw may be deemed to have the shared power to vote or direct the vote of 5,933,306 shares, and the shared power to dispose or direct the disposition of 6,092,306 shares, the 6,092,306 shares as described above constituting 5.1% of the outstanding shares and, therefore, David E. Shaw may be deemed to be the beneficial owner of such shares. David E. Shaw disclaims beneficial ownership of such 6,092,306 shares.

Item 5. Ownership of Five Percent or Less of a Class

Not Applicable

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

Not Applicable

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

Not Applicable

Item 8. Identification and Classification of Members of the Group

Not Applicable

Item 9. Notice of Dissolution of Group

Not Applicable

Item 10. Certification

By signing below, each of D. E. Shaw & Co., L.P. and David E. Shaw certify that, to the best of such reporting person’s knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having such purposes or effect.

SIGNATURE

After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. A Power of Attorney, dated October 24, 2007, granted by David E. Shaw in favor of Rochelle Elias, is attached hereto.

Dated: September 15, 2008

D. E. Shaw & Co., L.P.
By:	/s/ Rochelle Elias
	Rochelle Elias Chief Compliance Officer

David E. Shaw
By:	/s/ Rochelle Elias
	Rochelle Elias Attorney-in-Fact for David E. Shaw

EX-1

Exhibit 1

POWER OF ATTORNEY

FOR CERTAIN FILINGS

UNDER THE SECURITIES EXCHANGE ACT OF 1934

I, David E. Shaw, hereby make, constitute, and appoint each of:

Anne Dinning,

Rochelle Elias,

Julius Gaudio,

John Liftin,

Louis Salkind,

Stuart Steckler,

Maximilian Stone, and

Eric Wepsic,

acting individually, as my agent and attorney-in-fact, with full power of substitution, for the purpose of, from time to time, executing in my name and/or my capacity as President of D. E. Shaw & Co., Inc. (acting for itself or as the general partner of D. E. Shaw & Co., L. P. and general partner, managing member, or manager of other entities, any of which in turn may be acting for itself or other entities) all documents, certificates, instruments, statements, other filings, and amendments to the foregoing (collectively, “documents”) determined by such person to be necessary or appropriate to comply with ownership or control-person reporting requirements imposed by any United States or non-United States governmental or regulatory authority, including without limitation Forms 3, 4, 5, and 13F and Schedules 13D and 13G required to be filed with the Securities and Exchange Commission; and delivering, furnishing, or filing any such documents to or with the appropriate governmental or regulatory authority. Any such determination shall be conclusively evidenced by such person’s execution, delivery, furnishing, and/or filing of the applicable document.

This power of attorney shall be valid from the date hereof and replaces the power granted on February 24, 2004, which is hereby cancelled.

IN WITNESS HEREOF, I have executed this instrument as of the date set forth below.

Date: October 24, 2007

DAVID E. SHAW, as President of

D. E. Shaw & Co., Inc.

/s/ David E. Shaw

New York, New York

EX-2

Exhibit 2

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, each of the undersigned Reporting Persons hereby agrees to the joint filing, along with all other such Reporting Persons, on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Common Stock, $0.01 par value, of PDL BioPharma, Inc., and that this Agreement be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

IN WITNESS WHEREOF, each of the undersigned hereby executes this Agreement as of this 15th day of September, 2008.

D. E. Shaw & Co., L.P.
By:	/s/ Rochelle Elias
	Rochelle Elias Chief Compliance Officer

David E. Shaw
By:	/s/ Rochelle Elias
	Rochelle Elias Attorney-in-Fact for David E. Shaw