X0303 4 2008-07-14 0000729922 OSI PHARMACEUTICALS INC OSIP 0001072501 ATIEH MICHAEL G C/O OSI PHARMACEUTICALS, INC. 41 PINELAWN ROAD MELVILLE NY 11747 1 Exec. VP & CFO Common Stock 2008-07-14 4 F 0 633 44.72 D 43327 D On July 14, 2006, Mr. Atieh was issued 6,700 shares of restricted stock by the company. On July 14, 2008, 1,675 shares of the restricted stock vested. Pursuant to the restricted stock agreement, Mr. Atieh elected to satisfy his tax withholding obligation as a result of the vesting by surrending a number of shares of common stock having a value on the date of the exchange equal to the tax withholding obligation. This form is being filed to reflect the surrender of shares of common stock to satisfy the grantee's tax withholding obligation. /s/ Michael G. Atieh 2008-07-16