8-K

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

April 4, 2008

Date of Report (Date of earliest event reported)

OSI PHARMACEUTICALS, INC.

(Exact name of registrant as specified in its charter)

Delaware	0-15190	13-3159796
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

41 Pinelawn Road
Melville, NY 11747
(Address of principal executive offices)

(631) 962-2000
(Registrant’s telephone number, including area code)

N/A
(Former name or former address,
if changed since last report.)

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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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

o 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 April 4, 2008, OSI Pharmaceuticals, Inc. (“OSI”) announced that its 2.0% Convertible Senior Subordinated Notes due 2025 (the “Notes”) are now convertible at the option of the holders and will remain convertible through June 30, 2008, the last trading day of the current fiscal quarter, as provided for in the Indenture governing the Notes. A copy of OSI’s press release, dated April 4, 2008 is attached hereto as Exhibit 99.1 and is incorporated herein by reference. A notice setting forth the procedures for converting the Notes has been provided to the holders of the Notes in accordance with the terms of the Indenture and is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

Exhibit No.	Description
99.1	Press release, dated April 4, 2008.
99.2	Form of Notice to Holders of 2.0% Convertible Senior Subordinated Notes due 2025.

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SIGNATURE

     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 hereunto duly authorized.

Date: April 4, 2008	OSI PHARMACEUTICALS, INC.
	By:	/s/ Barbara A. Wood
		Barbara A. Wood
		Senior Vice President, General Counsel and Secretary

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EXHIBIT INDEX

Exhibit No.	Description
99.1	Press release, dated April 4, 2008.
99.2	Form of Notice to Holders of 2.0% Convertible Senior Subordinated Notes due 2025.

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EX-99.1

Exhibit 99.1

	NEWS RELEASE
Contacts:
OSI Pharmaceuticals, Inc.	Burns McClellan, Inc. (Representing OSI)
Kathy Galante (Investors/Media)	Justin Jackson / Kathy Nugent (Media)
Senior Director	212-213-0006
KimWittig (Media)
Director
631-962-2000

OSI Pharmaceuticals Announces Conversion Period for Convertible Notes

MELVILLE, NY — April 4, 2008 — OSI Pharmaceuticals, Inc. (Nasdaq: OSIP) announced today that its 2% Convertible Senior Notes due 2025 (the “notes”) are now convertible at the option of the holders and will remain convertible through June 30, 2008, the last trading day of the current fiscal quarter, as provided for in the Indenture governing the notes.

The notes became convertible as the Company’s common stock closed at or above $35.32 per share for twenty trading days within the thirty trading day period ending on March 31, 2008. As a result, during the conversion period commencing April 1, 2008 and continuing through and including June 30, 2008, holders of the notes may, if they elect, convert the notes into shares of common stock, subject to the terms of the related Indenture. The notes are convertible at the conversion rate of 33.9847 shares per $1,000 principal amount of each Note or an effective conversion price of $29.43 per share. There is currently outstanding $115 million principal amount of the notes.

About OSI Pharmaceuticals
OSI Pharmaceuticals is committed to “shaping medicine and changing lives” by discovering, developing and commercializing high-quality and novel pharmaceutical products designed to extend life and/or improve the quality of life for patients with cancer and diabetes/obesity. The Company’s oncology programs are focused on developing molecular targeted therapies designed to change the paradigm of cancer care. OSI’s diabetes/obesity efforts are committed to the generation of novel, targeted therapies for the treatment of type 2 diabetes and obesity. OSI’s flagship product, Tarceva^® (erlotinib), is the first drug discovered and developed by OSI to obtain FDA approval and the only EGFR inhibitor to have demonstrated the ability to improve survival in both non-small cell lung cancer and pancreatic cancer patients in certain settings. OSI markets Tarceva through partnerships with Genentech, Inc. in the United States and with Roche throughout the rest of the world.

This news release contains certain forward-looking statements that involve risks and uncertainties. Such statements with respect to OSI reflect the current views of OSI’s management and are based on certain assumptions. Actual results for OSI could differ materially from those currently anticipated as a result of a number of factors, including risks and uncertainties discussed in OSI’s filings with the U.S. Securities and Exchange Commission.

EX-99.2

Exhibit 99.2

OSI Pharmaceuticals, Inc.
41 Pinelawn Road
Melville, NY 11747
T. 631.962-2000 F. 631.752-3880
www.osip.com

To:	Holder of 2% Convertible Senior Subordinated Notes Due 2025 of OSI Pharmaceuticals, Inc. CUSIP No’s. 671040AE3 and 671040AF0
From:	Michael G. Atieh, Chief Financial Officer
Date:	April 3, 2008
Subject:	Notice of Convertibility

     Pursuant to Section 4.2(j) of the Indenture, by and between OSI Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and The Bank of New York, a New York banking corporation, as Trustee and Conversion Agent, dated as of December 21, 2005 (the “Indenture”), notice is hereby given of the occurrence of the event (“Triggering Event”) specified in Section 4.1(a)(i) of the Indenture triggering the convertibility of the 2% Convertible Senior Subordinated Notes due 2025 (the “Notes”) into shares of common stock, $.01 par value, of the Company (“Common Stock”). As a result, the Notes are convertible, during the period which commenced on April 1, 2008, and terminates on June 30, 2008, at the rate of 33.9847 shares of Common Stock for each $1,000 principal amount of the Notes, subject to the terms of the Indenture. Capitalized terms used in this notice and not otherwise defined herein shall have the respective meanings ascribed thereto in the Indenture.

     Section 4.1(a)(i) of the Indenture provides that the Notes shall become convertible prior to December 15, 2020, if, during any fiscal quarter (beginning with the quarter ending after March 31, 2006), the Closing Sale Price of the Common Stock for at least 20 Trading Days during the last 30 consecutive Trading Days of the immediately preceding fiscal quarter (the “Measurement Period”) exceeds 120% of the Conversion Price in effect on the last Trading Day of such Measurement Period.

     No adjustment to the Conversion Rate pursuant to Section 4.13 of the Indenture has taken effect as a result of the Triggering Event.

     The following sets forth the procedures Holders must follow to convert their Notes:

          To surrender a Note for conversion, a Holder must comply with the Applicable Procedures of The Depositary Trust Company currently in effect.

          No payment or adjustment will be made for accrued and unpaid interest (including Additional Interest, if any) or dividends on the shares of Common Stock, except as provided in the Indenture.

          Unless the Company elects to satisfy its Conversion Obligation wholly or in part in Cash (as described below), the Notes will be convertible into fully paid and nonassessable shares (calculated to the nearest 1/100th of a share) of Common Stock at the rate of 33.9847 shares of Common Stock for each $1,000 principal amount of the Notes.

          The Company will not issue any fraction of a share of Common Stock in connection with any conversion of Notes, but instead will make a Cash payment equal to such fraction multiplied by the Relevant Average Price per Share of the Common Stock.

          On conversion by a Holder, such Holder will also receive the rights under the Company’s stockholder rights plan.

          Except as provided below with respect to an election by the Company to satisfy its Conversion Obligation wholly or partially in Cash, a Notice of Conversion will not be retractable.

          From and after the close of business on the Conversion Date of a Note, the person in whose name any certificate representing Common Stock issued pursuant to Section 4.2 of the Indenture, if any, is to be registered will be treated as a stockholder of record of the Company, and all rights of the Holder of such Note will terminate, other than the right to receive the Common Stock upon conversion of such Note as provided herein.

          If a Holder converts more than one Note at a time, the number of full shares of Common Stock issuable upon such conversion, if any, will be based on the aggregate principal amount of the Notes converted.

          If a Holder elects to convert all or any portion of a Security into shares of Common Stock, the Company may choose to satisfy all or any portion of the Conversion Obligation in Cash. Upon such election, the Company will notify such Holder through the Trustee of the dollar amount to be satisfied in Cash at any time on or before the date that is two Business Days following the Conversion Agent’s receipt of the Conversion Notice (such period, the “Cash Settlement Notice Period”). If the Company elects to pay Cash for any portion of the shares of Common Stock otherwise issuable to the Holder (other than after an irrevocable election as described in Section 4.2(b)(v) of the Indenture), the Holder may retract the Conversion Notice at any time during the two Business Day period beginning on the day after the final day of the Cash Settlement Notice Period (the “Conversion Retraction Period”); no such retraction can be made (and a Conversion Notice will be irrevocable) if the Company does not elect to deliver Cash in

lieu of shares of Common Stock (other than Cash in lieu of fractional shares). If the Company elects to satisfy all or a portion of its Conversion Obligation in Cash and the Notice of Conversion has not been retracted, then settlement (in Cash or a combination of Cash and shares of Common Stock) will occur on the third Business Day following the Cash Settlement Averaging Period. If the Company elects to satisfy the entire Conversion Obligation in shares of Common Stock, then settlement will occur on the third Business Day following the Conversion Date. With respect to any Conversion Notice received by the Company and not retracted, the “Conversion Settlement Distribution” for any Security subject to such Conversion Notice will consist of Cash, Common Stock or a combination thereof, as selected by the Company as set forth below:

     (1)     if the Company elects to satisfy the entire Conversion Obligation in shares of Common Stock, the Conversion Settlement Distribution will be a number of shares of Common Stock for each $1,000 principal amount of the Securities to be converted equal to the Conversation Rate, plus Cash for any fractional shares;

     (2)     if the Company elects to satisfy the entire Conversion Obligation in Cash, the Conversion Settlement Distribution will be Cash for each $1,000 principal amount of the Securities in an amount equal to the product of:

     (A)     the applicable Conversion Rate, and

     (B)     the average of the Applicable Cash-Settlement Stock Price of the Common Stock for the 10 Trading Days beginning on the Trading Day immediately following the final day of the Conversion Retraction Period (the “Cash Settlement Averaging Period”); and

     (3)     if the Company elects to satisfy a fixed portion (other than 100%) of the Conversion Obligation in Cash, the Conversion Settlement Distribution will consist of such Cash amount (“Cash Amount”) and a number of shares, for each $1,000 principal amount of the Securities, equal to the applicable Conversion Rate minus the number of shares of Common Stock equal to the Cash Amount divided by the average of the Applicable Cash-Settlement Stock Price of the Common Stock during the Cash Settlement Averaging Period (plus Cash for any fractional shares); provided, however, the number of shares of Common Stock will not be less than zero; provided, further, that the Company will pay Cash for any fractional shares.

OSI PHARMACEUTICALS, INC.
By:
	Michael G Atieh
	Executive Vice President and Chief Financial Officer

CONVERSION NOTICE

     To convert this Note, check the box: o

     To convert only part of this Note, state the principal amount to be converted (must be $1,000 or an integral multiple of $1,000): $ .

     If you want the Cash paid to another person or the stock certificate, if any, made out in another person’s name, fill in the form below:

(Insert assignee’s soc. sec. or tax I.D. no.)

(Print or type assignee’s name, address and zip code)

	Your Signature:
Date:
	(Sign exactly as your name appears on the other side of this Note)
*Signature guaranteed by:
By:

^* The signature must be guaranteed by an institution which is a member of one of the following recognized signature guaranty programs: (i) the Securities Transfer Agent Medallion Program (STAMP); (ii) the New York Stock Exchange Medallion Program (MSP); (iii) the Stock Exchange Medallion Program (SEMP); or (iv) such other guaranty program acceptable to the Trustee.