Ownership Submission
FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  TULLIS DICKERSON CAPITAL FOCUS III, L.P.
 2. Date of Event Requiring Statement (Month/Day/Year)
05/26/2006		 3. Issuer Name and Ticker or Trading Symbol
INTERPHARM HOLDINGS INC [IPA]
(Last)
(First)
(Middle)
TWO GREENWICH PLAZA, 4TH FLOOR		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

GREENWICH, CT 06830		 6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Warrants 05/26/2006 05/26/2011 Common Stock 2,281,914 $ 1.639 I See footnote (1)
Series B-1 Convertible Preferred Stock (2) 05/26/2006   (3) Common Stock 6,519,755 $ 1.5338 I See footnote (1)

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
TULLIS DICKERSON CAPITAL FOCUS III, L.P.
TWO GREENWICH PLAZA, 4TH FLOOR
GREENWICH, CT 06830		     X    
TULLIS JAMES L L
TWO GREENWICH PLAZA, 4TH FLOOR
GREENWICH, CT 06830		     X    
Dickerson Thomas
TWO GREENWICH PLAZA 4TH FLOOR
GREENWICH, CT 06830		     X    
Hohnke Lyle
TWO GREENWICH PLAZA 4TH FLOOR
GREENWICH, CT 06830		     X    
Buono Timothy
TWO GREENWICH PLAZA 4TH FLOOR
GREENWICH, CT 06830		     X    
TULLIS DICKERSON PARTNERS III, L.L.C.
TWO GREENWICH PLAZA
GREENWICH, CT 06830		     X    
NEUSCHELER JOAN P
TWO GREENWICH PLAZA, 4TH FLOOR
GREENWICH, CT 06830		     X    

Signatures

Tullis-Dickerson Capital Focus III, L.P., By: Tullis-Dickerson Capital Focus III, L.L.C., Its: General Partner, By: /s/ Joan P. Neuscheler, Principal 06/05/2006
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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).
(1) Tullis-Dickerson Partners III, L.L.C. ("Partners III"), is the sole general partner of Tullis-Dickerson Capital Focus III, L.P. ("Capital Focus III"). Joan P. Neuscheler ("Neuscheler"), James L. L. Tullis ("Tullis"), Thomas P. Dickerson ("Dickerson"), Lyle A. Hohnke ("Hohnke") and Timothy M. Buono ("Buono" and together with Capital Focus III, Partners III, Neuscheler, Tullis, Dickerson and Hohnke, the "Reporting Persons") share voting and/or dispositive power over all shares owned by the above entities. The Reporting Persons disclaim beneficial ownership of the shares of Common Stock beneficially owned except to the extent of their pecuniary interests therein.
(2) The Series B-1 Convertible Preferred Stock reported in this Form 3 consists of 10,000 shares, par value $0.01, and are initially convertible, at the holder's option, into 6,519,755 shares of Common Stock at an initial conversion price of $1.5338.
(3) The Series B-1 Convertible Preferred Stock has no expiration date.

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