SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* GOLDMAN SACHS GROUP INC/ (Last) (First) (Middle) 85 BROAD ST (Street) NEW YORK NY 10004 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol AAIPHARMA INC [ aaii ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 11/13/2003
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	11/13/2003		S		299	D	$19.16	3,414,948	I	See Footnotes(1)(2)(3)(4)(5)
Common Stock	11/13/2003		S		101	D	$19.12	3,414,847	I	See Footnotes(1)(2)(3)(4)(5)
Common Stock	11/14/2003		P	V	400	A	$19.21	3,415,247	I	See Footnotes(1)(2)(3)(4)(5)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (right to buy)	$11.443(6)							(7)	08/02/2012	Common Stock	15,000(6)		15,000(6)	I	See Footnote(7)

1. Name and Address of Reporting Person* GOLDMAN SACHS GROUP INC/ (Last) (First) (Middle) 85 BROAD ST (Street) NEW YORK NY 10004 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* GOLDMAN SACHS & CO (Last) (First) (Middle) 85 BROAD ST C/O GOLDMAN SACHS & CO (Street) NEW YORK NY 10004 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* GS CAPITAL PARTNERS II L P (Last) (First) (Middle) 85 BROAD STREET (Street) NEW YORK NY 10004 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* GS CAPITAL PARTNERS II OFFSHORE LP (Last) (First) (Middle) 85 BROAD STREET (Street) NEW YORK NY 10004 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* BRIDGE STREET FUND 1995 LP (Last) (First) (Middle) 85 BROAD STREET (Street) NEW YORK NY 10004 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* STONE STREET FUND 1995 LP (Last) (First) (Middle) 85 BROAD STREET (Street) NEW YORK NY 10004 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* GOLDMAN SACHS & CO OHG (Last) (First) (Middle) 85 BROAD STREET (Street) NEW YORK NY 10004 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* GS ADVISORS II LLC (Last) (First) (Middle) 85 BROAD ST (Street) NEW YORK NY 10004 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* GS ADVISORS LLC (Last) (First) (Middle) 85 BROAD ST (Street) NEW YORK NY 10004 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* GS CAPITAL PARTNERS II GERMANY CLP (Last) (First) (Middle) 85 BROAD STREET (Street) NEW YORK NY 10004 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. This statement is being filed by GS Capital Partners II, L.P. (GSCP), GS Capital Partners II Offshore, L.P. (GSCP II Offshore), GS Capital Partners II (Germany) Civil Law Partnership (GSCP II Germany), Stone Street Fund 1995, L.P. (1995 Stone) and Bridge Street Fund 1995, L.P. ("1995 Bridge" and, together with GSCP, GSCP II Offshore, GSCP II Germany and 1995 Stone, the "Limited Partnerships"), Stone Street 1995, L.L.C. (Stone GP), GS Advisors, L.L.C. (GS Advisors), GS Advisors II, L.L.C. (GS Advisors II), Goldman, Sachs & Co. oHG (GS oHG), Goldman, Sachs & Co. (Goldman Sachs), and The Goldman Sachs Group, Inc. ("GS Group" and, together with Goldman Sachs, GS Advisors, GS Advisors II, GS oHG, Stone GP and the Limited Partnerships, the "Reporting Persons"). Due to the electronic system's limitation of 10 Reporting Persons per joint filing, this statement is being filed in duplicate.

2. The securities reported herein as purchased and sold were purchased and sold and were beneficially owned directly by Goldman Sachs. Without admitting any legal obligation, Goldman Sachs will remit appropriate profits, if any, to aaiPharma, Inc. (the "Company"). The Reporting Persons other than GS Group and Goldman Sachs disclaim beneficial ownership of the shares of Common Stock beneficially owned directly by Goldman Sachs.

3. Goldman Sachs and GS Group may be deemed to beneficially own indirectly in the aggregate 3,415,247 shares of Common Stock through Limited Partnerships, of which affiliates of Goldman Sachs and GS Group are the general partner, managing general partner or managing partner. Goldman Sachs is an indirect wholly-owned subsidiary of GS Group. Goldman Sachs is the investment manager of GSCP, GSCP II Offshore, and GSCP II Germany. Goldman Sachs and GS Group each disclaims beneficial ownership of the shares of Common Stock owned by the Limited Partnerships except to the extent of their pecuniary interest therein.

4. GSCP beneficially owns directly and its general partner, GS Advisors, may be deemed to beneficially own indirectly 2,142,823 shares of Common Stock. GSCP II Offshore beneficially owns directly and its general partner, GS Advisors II, may be deemed to beneficially own indirectly 851,862 shares of Common Stock. GSCP II Germany beneficially owns directly and its managing partner, GS oHG, may be deemed to beneficially own indirectly 79,036 shares of Common Stock. 1995 Stone beneficially owns directly and its general partner, Stone GP, may be deemed to beneficially own indirectly 160,698 shares of Common Stock through 1995 Stone. 1995 Bridge beneficially owns directly and its managing general partner, Stone GP, may be deemed to beneficially own indirectly 180,828 shares of Common Stock through 1995 Bridge.

5. Each of GS Advisors, GS Advisors II, GS oHG and Stone GP disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest in such securities.

6. Reflects adjustment due to the Company's 3-for-2 stock split.

7. These options were granted pursuant to the Company's 2000 Stock Option Plan for Non-Employee Directors, to a managing director of Goldman Sachs in his capacity as a director of the Company. That director has an understanding with GS Group pursuant to which he holds the stock options for the benefit of GS Group. Goldman Sachs is an indirect wholly-owned subsidiary of GS Group. These options are exercisable as follows: 33.3% on the first and second anniversaries of the grant date, which was August 2, 2002 and 33.4% on the third anniversary of the grant date.

	s/ Roger S. Begelman, Attorney-in-fact	11/17/2003
	s/ Roger S. Begelman, Attorney-in-fact	11/17/2003
	s/ Roger S. Begelman, Attorney-in-fact	11/17/2003
	s/ Roger S. Begelman, Attorney-in-fact	11/17/2003
	s/ Roger S. Begelman, Attorney-in-fact	11/17/2003
	s/ Roger S. Begelman, Attorney-in-fact	11/17/2003
	s/ Roger S. Begelman, Attorney-in-fact	11/17/2003
	s/ Roger S. Begelman, Attorney-in-fact	11/17/2003
	s/ Roger S. Begelman, Attorney-in-fact	11/17/2003
	s/ Roger S. Begelman, Attorney-in-fact	11/17/2003
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.