8-K

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                                  UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             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):  December 23, 2008

                           BARR PHARMACEUTICALS, INC.
             (Exact name of Registrant as specified in its charter)



           Delaware                       1-9860                 42-1612474
        (State or other              (Commission File           (IRS employer
jurisdiction of incorporation)            Number)            Identification No.)

        225 Summit Avenue, Montvale, NJ                        07645
   (Address of principal executive offices)                 (Zip code)

                                 (201) 930-3300
               (Registrant's telephone number including area code)

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 (see General Instruction A.2. below):

[ ]  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 240.14a-12)

[ ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the
     Exchange Act (17 CFR 240.14d-2(b))

[ ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the
     Exchange Act (17 CFR 240.13e-4(c))





Item 8.01.     Other Events.

     On December 23, 2008, Teva Pharmaceutical Industries Limited ("Teva")
issued a press release announcing the completion of the merger of Barr
Pharmaceuticals, Inc. ("Barr") with a wholly-owned subsidiary of Teva. The
merger was approved by the shareholders of Barr at a special meeting held on
November 21, 2008. As a result of the merger, Barr became a privately-held
company, wholly-owned by Teva. Shares of Barr's common stock, which prior to the
merger traded on the New York Stock Exchange, are in the process of being
delisted from trading. The foregoing description of the press release does not
purport to be complete and is qualified in its entirety by reference to the
press release, which is attached as Exhibit 99.1 to this Current Report on Form
8-K and is incorporated herein reference.

Item 9.01.     Financial Statements and Exhibits

     (d) Exhibits

          99.1      Press Release, dated December 23, 2008, issued by Teva
                    Pharmaceutical Industries Limited





                                   SIGNATURES

     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, thereunto duly authorized.

                                        Barr Pharmaceuticals, Inc.

                                        By: /s/ Deborah A. Griffin
                                            ------------------------------------
                                        Name:   Deborah A. Griffin
                                        Title:  Vice President and Treasurer

Date:  December 23, 2008

EX-99.1

TEVA PHARMACEUTICAL INDUSTRIES LTD.                  Website:  www.tevapharm.com
- --------------------------------------------------------------------------------
Contacts:
- --------
     Investors
     ---------
     Elana Holzman                           Kevin Mannix
     Teva Pharmaceutical Industries Ltd.     Teva North America
     972 (3) 926-7554                        (215) 591-8912
     elana.holzman@teva.co.il                kevin.mannix@tevausa.com

     Media
     -----
     Ayala Miller                            Denise Bradley
     Teva Pharmaceutical Industries Ltd.     Teva North America
     972 (3) 926-7262                        (215) 591-8974
     ayala.miller@teva.co.il                 denise.bradley@tevausa.com


For Immediate Release

                       TEVA COMPLETES ACQUISITION OF BARR

- --   Transaction Extends Teva's Leadership in the U.S. and Key Global Markets;
     Strengthens Balanced Business Model and Enhances Growth Potential --

Jerusalem, Israel, December 23, 2008 - Teva Pharmaceutical Industries Ltd.
(NASDAQ: TEVA) announced today that it has completed its acquisition of Barr
Pharmaceuticals, Inc. (NYSE: BRL). The combined company will have a significant
presence in over 60 countries and generated approximately $13.6 billion in
revenues on a pro-forma basis for the twelve months ended September 30, 2008.

"This is truly an exciting day for us," said Shlomo Yanai, President and CEO of
Teva. "By combining two industry-leading companies, we have established a
stronger, more competitive company with increased scale and an expanded
geographic footprint with significant potential for growth. With a highly
complementary generics business in the U.S. which extends our product portfolio
and pipeline into new and attractive product categories, a substantial women's
healthcare business which broadens our specialty pharmaceutical business and a
significant presence in key global growth markets, Barr strengthens our balanced
business model and enhances our growth potential."

Mr. Yanai added, "We welcome the employees and management teams of Barr and its
subsidiary PLIVA to the Teva family and, based on our past experiences, we
anticipate a successful integration that will maximize value creation. We have
an opportunity to incorporate the best practices of both of our companies to
create additional prospects for growth and to deliver long term value for our
stakeholders worldwide."

Bruce Downey, Chairman and Chief Executive Officer of Barr, said, "Over the past
few months since the announcement, the management teams of the companies have





been working on plans to ensure a seamless and successful integration. Following
the closing of the transaction, the work of combining the strengths and
capabilities of both companies will begin. The merger will further enhance
Teva's ability to meet the emerging needs of the global generic pharmaceutical
marketplace. We are proud to join the Teva family and believe that the combined
company will benefit the healthcare system globally as well as Teva's
shareholders, customers and employees."

On December 23, 2008, Barr became a wholly owned subsidiary of Teva
and ceased to be traded on the New York Stock Exchange. Pursuant to the merger
agreement between the parties, each share of Barr common stock has been
converted into the right to receive $39.90 in cash and 0.6272 Teva ADSs. Share
exchange instructions and a letter of transmittal will be mailed to Barr
shareholders shortly.

As previously announced, Teva expects the acquisition to become accretive in the
fourth quarter of 2009.

About Teva
Teva Pharmaceutical Industries Ltd., headquartered in Israel, is among the top
20 pharmaceutical companies in the world and is the world's leading generic
pharmaceutical company. The Company develops, manufactures and markets generic
and innovative human pharmaceuticals and active pharmaceutical ingredients, as
well as animal health pharmaceutical products. Over 80 percent of Teva's sales
are in North America and Europe.

Safe Harbor Statement under the U. S. Private Securities Litigation Reform Act
of 1995:
The statements, analyses and other information contained herein relating to the
proposed merger as well as other statements including words such as
"anticipate," "believe," "plan," "estimate," "expect," "intend," "will,"
"should," "may" and other similar expressions, are "forward-looking statements"
under the Private Securities Litigation Reform Act of 1995. Such statements are
made based upon management's current expectations and beliefs concerning future
events and their potential effects on Teva and on Barr.

Actual results may differ materially from the results anticipated in these
forward-looking statements. Important factors that could cause or contribute to
such differences include Teva's ability to rapidly integrate Barr's operations
and achieve expected synergies, diversion of management time on merger-related
issues, Teva's ability to accurately predict future market conditions, potential
liability for sales of generic products prior to a final resolution of
outstanding patent litigation, including that relating to the generic versions
of Allegra(R), Neurontin(R), Lotrel(R), Famvir(R) and Protonix(R), Teva's
ability to successfully develop and commercialize additional pharmaceutical
products, the introduction of competing generic equivalents, the extent to which
Teva may obtain U.S. market exclusivity for certain of their new generic
products and regulatory changes that may prevent Teva from utilizing exclusivity
periods, competition from brand-name companies that are under increased pressure
to counter generic products, or competitors that seek to delay the introduction
of generic products, the impact of consolidation of our distributors and
customers, the effects of competition on our innovative products, especially
Copaxone(R) sales, the impact of pharmaceutical industry regulation and pending
legislation that could affect the pharmaceutical industry, the difficulty of
predicting U.S. Food and Drug Administration, European Medicines Agency and
other regulatory authority approvals, the regulatory environment and changes in
the health policies and structures of various countries, our ability to achieve
expected results though our innovative R&D efforts, Teva's ability to
successfully identify, consummate and integrate acquisitions, potential exposure
to product liability claims to the extent





not covered by insurance, dependence on the effectiveness of our patents and
other protections for innovative products, significant operations worldwide that
may be adversely affected by terrorism, political or economical instability or
major hostilities, supply interruptions or delays that could result from the
complex manufacturing of our products and our global supply chain, environmental
risks, fluctuations in currency, exchange and interest rates, and other factors
that are discussed in Teva's Annual Report on Form 20-F, Barr's Annual Report on
Form 10-K and their other filings with the U.S. Securities and Exchange
Commission. Forward-looking statements speak only as of the date on which they
are made, and neither Teva nor Barr undertakes no obligation to update publicly
or revise any forward-looking statement, whether as a result of new information,
future developments or otherwise.