UNITED STATES SECURITIES AND EXCHANGE COMMISSION

FORM 10-K/A

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

NOVEN PHARMACEUTICALS, INC.

11960 S.W. 144th Street, Miami, Florida 33186
305-253-5099

Securities registered pursuant to Section 12(b) of the Act:          None

Securities registered pursuant to Section 12(g) of the Act:          Common Stock, Par Value $.0001

     Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.   Yes   x   No    o

     Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.   o

     Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act).   Yes   x   No    o

     As of March 1, 2004, there were 23,195,863 shares of Common Stock outstanding.

     The aggregate market value of the voting stock held by non-affiliates of the registrant on March 1, 2004, was approximately $514 million.

     The aggregate market value of such voting stock held by non-affiliates of the registrant was approximately $230 million (computed by reference to the price at which the voting stock was last sold on June 30, 2003, the last business day of the registrant’s most recently completed second fiscal quarter).

DOCUMENTS INCORPORATED BY REFERENCE:

     Part III: Portions of registrant’s Proxy Statement for its 2004 Annual Meeting of Shareholders.

EXPLANATORY NOTE

     The sole purpose of this amendment is to amend Exhibits 10.30 and 10.31 in the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2003, as filed with the SEC on March 9, 2004, to include portions of those Exhibits that had previously been omitted (“redacted”) pursuant to a request for confidential treatment. The amendment provides revised redacted versions of such Exhibits that conform with the revised redacted versions of these agreements made publicly available by Endo Pharmaceuticals, Inc. pursuant to a filing with the SEC on June 25, 2004. Accordingly, Exhibits 10.30 and 10.31 are hereby amended and restated in their entirety. In accordance with Rule 12b-15 promulgated under the Securities Exchange Act of 1934, as amended, the Registrant has included in this amendment only Item 15 of Part IV. The remainder of the information contained in the original filing is not amended hereby. This amendment does not reflect events occurring after the filing of the original Form 10-K, or modify or update the disclosures therein in any way other than as required to reflect the amendment set forth below.

PART IV

Item 15. Exhibits, Financial Statement Schedules and Reports on Form 8-K.

(a)(1) Financial Statements

     See Index to Financial Statements at page 74 of this report.

(a)(2) Financial Statement Schedules

     All schedules have been omitted because the required information is not applicable or the information is included in the financial statements or the notes thereto.

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(a)(3) Exhibits

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     (b) Reports on Form 8-K.

     We did not file any Current Reports on Form 8-K during the three months ended December 31, 2003.

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SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

     Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

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