Via Facsimile and U.S. Mail
Mail Stop 03-09


April 6, 2005


Mr. William T. McKee
Vice President, Chief Financial Officer, and Treasurer
Barr Pharmaceuticals, Inc.
400 Chestnut Ridge Road
Woodcliff Lake, New Jersey 07677-7668

Re:	Barr Pharmaceuticals, Inc.
	Form 10-K for the fiscal year ended June 30, 2004
	File No. 001-09860

Dear Mr. McKee:

      We have reviewed your response letter dated February 1, 2005
to
our comment letter dated January 7, 2005 and have the following
comments.  In some of our comments we refer to disclosures in your
Form 10-Q for the period ended December 31, 2004.  This reference
is
not in connection with a review of that filing but rather in
connection with resolving comments related to our review of your
Form
10-K for the fiscal year ended June 30, 2004.  Where our comments
call for disclosure, we think you should revise your document in
response to these comments in future filings beginning with your
Form
10-K for the fiscal year ended June 30, 2005.  In a supplemental
letter, please either confirm that you will comply with these
comments in future filings or, if you disagree, we will consider
your
explanation as to why our comments is are inapplicable or a
revision
is unnecessary.  In some of our comments, we ask you to provide us
with supplemental information so we may better understand your
disclosure.  Please provide us this letter, that keys your
responses
to our comments, within 10 business days of the date of this
letter
or tell us when you will provide a response prior to the
expiration
of the 10-day period.  Detailed letters greatly facilitate our
review.  Please file your letter on EDGAR under the form type
label
CORRESP.  Please understand that we may have additional comments
after reviewing your responses to our comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.




Form 10-K for the fiscal year ended June 30, 2004

Management`s Discussion and Analysis of Financial Condition and
Results of Operations

Critical Accounting Policies

Revenue Recognition and Sales Reserves and Allowances, page 45

1. We note your statement in your 2004 Form 10-K and your Form 10-
Q
for the period ended December 31, 2004 that rebates, Medicaid
rebates
and prompt payment discounts require a lower degree of
subjectivity.
It appears that these are significant dilution items that should
be
discussed more thoroughly in the critical accounting policies.
Please provide the disclosures requested in our prior comment 3.

2. We note your response to comments 3c and 3d and the additional
disclosure in your Form 10-Q for the three months ended December
31,
2004, but it is unclear to us how you determine what inventory is
in
the wholesaler channel and whether that inventory is in excess of
normal inventory level.  Clarify to us, and in the filing, how you
would ascertain whether or not there is excess inventory in the
channel and how it affects your ability to make reasonable
estimates.
Refer to question 9 of Staff Accounting Bulletin 101.

3. We note your response to comment 3e.  Please confirm that you
will
include in your next Form 10-K the rollforward of the accrual for
each estimate for each period presented showing the following:
* Beginning balance,
* Current provision related to sales made in the current period
* Current provision related to sales made in prior periods
* Actual returns or credits in current period related to sales
made
in the current period
* Actual returns or credits in current period related to sales
made
in prior periods, and
* Ending Balance

Inventory Reserves, page 46

4. We note your response to comments 4 and 5.  To the extent that
the
amount of inventory capitalized prior to FDA approval is material
to
net income in the future, please provide the disclosures
requested.


*    *    *    *



      You may contact Dana Hartz, Staff Accountant, at (202)942-
2976
or Mary Mast, Senior Staff Accountant, at (202) 942-1858 if you
have
questions regarding the comments.  In this regard, do not hesitate
to
contact me, at (202) 942-1803.

								Sincerely,


								Jim B. Rosenberg
								Senior Assistant Chief
Accountant

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Mr. William T. McKee
Barr Pharmaceuticals, Inc.
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