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


Date of Report (Date of earliest event reported)    February 24, 2005
                                                 ----------------------------


                            Interpharm Holdings, Inc.
                            -------------------------
               (Exact name of Registrant as specified in charter)

     Delaware                       0-22710                13-3673965
-------------------------------------------------------------------------------
(State or other jurisdic-          (Commission          (IRS Employer
 tion of incorporation)             File Number)         Identification No.)


                     69 Mall Drive, Commack, New York 11725
                     --------------------------------------
              (Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code:    (631) 543-2800
                                                       -----------------------

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:

[_]   Written communications pursuant to Rule 425 under the Securities Act (17
      CFR 230.425)

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

[_]   Pre-commencement communications pursuant to Rule 14d-2(b) under the
      Exchange Act (17 CFR240.14d-2(b))

[_]   Pre-commencement communications pursuant to Rule 13e-4(c) under the
      Exchange Act (17 CFR 240.13e-4(c))


<PAGE>

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

         On February 24, 2005  Interpharm,  Inc., a wholly owned  subsidiary  of
Interpharm Holdings, Inc. (the "Company"), entered into two agreements with Tris
Pharma, Inc. ("Tris") for the development and licensing of twenty-five immediate
release liquid generic  products (the "Liquids  Agreement") and seven solid oral
dosage generic pharmaceutical products (the "Solids Agreement"). Pursuant to the
terms of the Liquids  Agreement,  Tris is to develop and deliver the properties,
specifications and formulations necessary to effectuate a technology transfer to
the Company ("Technical Packages") for twenty-five generic liquid pharmaceutical
products.  The Company is to use the Technical  Packages to obtain all necessary
approvals,  and manufacture and market the products. Tris is to receive payments
only for each Technical  Package that allows the Company to obtain the necessary
regulatory  approvals.  In the event that Tris delivers  twenty-five  successful
Technical  Packages,  of which  there can be no  assurance,  Tris is to  receive
approximately  $2.9 million in development  fees from the Company.  In addition,
Tris is to  receive a royalty of between  10% and 12% of net  profits  resulting
from the sales of each  product.  The  Company is entitled to offset the royalty
payable to Tris each year,  at an agreed  upon rate,  to recoup the  development
fees paid to Tris under the Liquids Agreement.


         Pursuant to the terms of the Solids Agreement, the Company and Tris are
to collaborate on the development, manufacture and marketing of seven solid oral
dosage generic products, some of which will require the Company to challenge the
patents for the equivalent  branded products.  The Solids Agreement provides for
payments of an aggregate of $3.75  million to Tris.  The Solids  Agreement  also
provides  for  an  equal  sharing  of net  profits  for  each  product  that  is
successfully  sold and marketed,  after the deduction and  reimbursement  to the
Company of all costs  incurred by it in the  development  and  marketing  of the
solid products, including the $3.75 million paid to Tris.

         While the Company has  selected  liquid and solid  products it believes
can be  successfully  developed,  manufactured  and  marketed,  there  can be no
assurance that the liquid products will be commercially successful,  or that the
Company and Tris will be able to  successfully  develop,  manufacture and market
any of the solid products.

         On March 2, 2005,  the Company  issued a press release  announcing  the
Liquids and Solids  Agreements.  A copy of the press  release is furnished as an
Exhibit to this Current Report on Form 8-K (Exhibit 99.1).

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

The following exhibits are filed as part of this Current Report on Form 8-K:

Exhibit No.  Description
-----------  -----------

      99.1  March 2, 2005 press release announcing agreements with Tris Pharma,
            Inc.



                                       2
<PAGE>

                                   Signatures

         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.

                                           INTERPHARM HOLDINGS, INC.
March 2, 2005                              By: /s/ Bhupatlal K. Sutaria
                                              -------------------------------
                                           Bhupatlal K. Sutaria
                                           President


                                       3
{"company-data": {"conformed-name": "INTERPHARM HOLDINGS INC", "cik": "0000893970", "assigned-sic": "2834", "irs-number": "133673965", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-15981", "film-number": "05652321"}, "business-address": {"street1": "75 ADAMS AVENUE", "city": "HAUPPAGUE", "state": "NY", "zip": "11788", "phone": "6319520214"}, "former-company": [{"former-conformed-name": "ATEC GROUP INC", "date-changed": "19951221"}, {"former-conformed-name": "HILLSIDE BEDDING INC", "date-changed": "19940719"}, {"former-conformed-name": "NATIONAL HILLSIDE BEDDING CORP", "date-changed": "19930115"}]}
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

Date of Report (Date of earliest event reported)    February 24, 2005
                                                 ----------------------------

                            Interpharm Holdings, Inc.
                            -------------------------
               (Exact name of Registrant as specified in charter)

     Delaware                       0-22710                13-3673965
-------------------------------------------------------------------------------
(State or other jurisdic-          (Commission          (IRS Employer
 tion of incorporation)             File Number)         Identification No.)

                     69 Mall Drive, Commack, New York 11725
                     --------------------------------------
              (Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code:    (631) 543-2800
                                                       -----------------------

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:

[_]   Written communications pursuant to Rule 425 under the Securities Act (17
      CFR 230.425)

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

[_]   Pre-commencement communications pursuant to Rule 14d-2(b) under the
      Exchange Act (17 CFR240.14d-2(b))

[_]   Pre-commencement communications pursuant to Rule 13e-4(c) under the
      Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

         On February 24, 2005  Interpharm,  Inc., a wholly owned  subsidiary  of
Interpharm Holdings, Inc. (the "Company"), entered into two agreements with Tris
Pharma, Inc. ("Tris") for the development and licensing of twenty-five immediate
release liquid generic  products (the "Liquids  Agreement") and seven solid oral
dosage generic pharmaceutical products (the "Solids Agreement"). Pursuant to the
terms of the Liquids  Agreement,  Tris is to develop and deliver the properties,
specifications and formulations necessary to effectuate a technology transfer to
the Company ("Technical Packages") for twenty-five generic liquid pharmaceutical
products.  The Company is to use the Technical  Packages to obtain all necessary
approvals,  and manufacture and market the products. Tris is to receive payments
only for each Technical  Package that allows the Company to obtain the necessary
regulatory  approvals.  In the event that Tris delivers  twenty-five  successful
Technical  Packages,  of which  there can be no  assurance,  Tris is to  receive
approximately  $2.9 million in development  fees from the Company.  In addition,
Tris is to  receive a royalty of between  10% and 12% of net  profits  resulting
from the sales of each  product.  The  Company is entitled to offset the royalty
payable to Tris each year,  at an agreed  upon rate,  to recoup the  development
fees paid to Tris under the Liquids Agreement.

         Pursuant to the terms of the Solids Agreement, the Company and Tris are
to collaborate on the development, manufacture and marketing of seven solid oral
dosage generic products, some of which will require the Company to challenge the
patents for the equivalent  branded products.  The Solids Agreement provides for
payments of an aggregate of $3.75  million to Tris.  The Solids  Agreement  also
provides  for  an  equal  sharing  of net  profits  for  each  product  that  is
successfully  sold and marketed,  after the deduction and  reimbursement  to the
Company of all costs  incurred by it in the  development  and  marketing  of the
solid products, including the $3.75 million paid to Tris.

         While the Company has  selected  liquid and solid  products it believes
can be  successfully  developed,  manufactured  and  marketed,  there  can be no
assurance that the liquid products will be commercially successful,  or that the
Company and Tris will be able to  successfully  develop,  manufacture and market
any of the solid products.

         On March 2, 2005,  the Company  issued a press release  announcing  the
Liquids and Solids  Agreements.  A copy of the press  release is furnished as an
Exhibit to this Current Report on Form 8-K (Exhibit 99.1).

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

The following exhibits are filed as part of this Current Report on Form 8-K:

Exhibit No.  Description
-----------  -----------

      99.1  March 2, 2005 press release announcing agreements with Tris Pharma,
            Inc.

                                       2
Signatures

         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.

                                           INTERPHARM HOLDINGS, INC.
March 2, 2005                              By: /s/ Bhupatlal K. Sutaria
                                              -------------------------------
                                           Bhupatlal K. Sutaria
                                           President

                                       3