X0303 4 2008-07-14 0000729922 OSI PHARMACEUTICALS INC OSIP 0001220050 SIMON ROBERT L C/O OSI PHARMACEUTICALS, INC. 41 PINELAWN ROAD MELVILLE NY 11747 1 Exec. VP, Pharm. Dev. & Manf. Common Stock 2008-07-14 4 F 0 388 44.72 D 30088 D On July 14, 2006, Mr. Simon was issued 5,000 shares of restricted stock by the company. On July 14, 2008, 1,250 shares of the restricted stock vested. Pursuant to the restricted stock agreement, Mr. Simon elected to satisfy his tax withholding obligation as a result of the vesting by surrendering a number of shares of common sotck 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 388 shares of common stock to satisfy the grantee's tax withholding obligation. /s/ Michael G. Atieh, attorney-in-fact for Mr. Simon 2008-07-16