Form 4 BARRIER THERAPEUTICS For: Aug 05 Filed by: JP MORGAN PARTNERS GLOBAL INVESTORS SELLDOWN LLP (10K)

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, 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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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^*

JP MORGAN PARTNERS BHCA LP

(Last)

(First)

(Middle)

270 PARK AVENUE,

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
BARRIER THERAPEUTICS INC [BTRX]

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)
08/05/2008

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	08/05/2008		U		2,005,715 ⁽¹⁾	D	$ 4.15	0 ⁽⁷⁾	D ⁽¹⁾ ⁽⁷⁾
Common Stock	08/05/2008		U		332,807 ⁽²⁾	D	$ 4.15	0 ⁽⁷⁾	I	See Footnote ⁽²⁾ ⁽⁷⁾
Common Stock	08/05/2008		U		168,617 ⁽³⁾	D	$ 4.15	0 ⁽⁷⁾	I	See Footnote ⁽³⁾ ⁽⁷⁾
Common Stock	08/05/2008		U		46,312 ⁽⁴⁾	D	$ 4.15	0 ⁽⁷⁾	I	See Footnote ⁽⁴⁾ ⁽⁷⁾
Common Stock	08/05/2008		U		18,801 ⁽⁵⁾	D	$ 4.15	0 ⁽⁷⁾	I	See Footnote ⁽⁵⁾ ⁽⁷⁾
Common Stock	08/05/2008		U		84,588 ⁽⁶⁾	D	$ 4.15	0 ⁽⁷⁾	I	See Footnote ⁽⁶⁾ ⁽⁷⁾

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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Option (right to purchase)

$ 2.71

08/06/2008

10,000

⁽⁸⁾

06/04/2018

Common Stock

10,000

⁽⁸⁾

See Footnote ⁽⁸⁾

1. Name and Address of Reporting Person^*

JP MORGAN PARTNERS BHCA LP

(Last)

(First)

(Middle)

270 PARK AVENUE

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

JPMP MASTER FUND MANAGER L P

(Last)

(First)

(Middle)

C/O JPMORGAN PARTNERS LLC, 270 PARK AVENUE 39TH FLOOR

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

JPMP CAPITAL CORP

(Last)

(First)

(Middle)

C/O J.P. MORGAN PARTNERS, LLC, 270 PARK AVENUE, 39TH FLOOR

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

JP MORGAN PARTNERS GLOBAL INVESTORS LP

(Last)

(First)

(Middle)

C/O J.P. MORGAN PARTNERS, LLC, 270 PARK AVENUE, 39TH FLOOR

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

J P MORGAN PARTNERS GLOBAL INVESTORS A LP

(Last)

(First)

(Middle)

270 PARK AVENUE, 39TH FLOOR

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

J P MORGAN PARTNERS GLOBAL INVESTORS CAYMAN LP

(Last)

(First)

(Middle)

C/O J.P. MORGAN PARTNERS, LLC, 270 PARK AVENUE, 39TH FLOOR

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

J P MORGAN PARTNERS GLOBAL INVESTORS CAYMAN II LP

(Last)

(First)

(Middle)

C/O J.P. MORGAN PARTNERS, LLC, 270 PARK AVENUE, 39TH FLOOR

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

JP MORGAN PARTNERS GLOBAL INVESTORS SELLDOWN LLP

(Last)

(First)

(Middle)

C/O J.P. MORGAN PARTNERS, LLC, 270 PARK AVENUE, 39TH FLOOR

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

JPMP GLOBAL INVESTORS L P

(Last)

(First)

(Middle)

C/O J.P. MORGAN PARTNERS, LLC, 270 PARK AVENUE, 39TH FLOOR

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

Explanation of Responses:

1. The amount shown includes 1,093,966 shares held of record by the Bank of New York ("BONY") as Voting Trustee. BONY, as Voting Trustee has the voting power over such shares while the Reporting Person has retained dispositive power over such shares.

2. The amount shown represents the beneficial ownership of the Issuer's equity securities by J.P. Morgan Partners Global Investors, L.P. The Reporting Person has no pecuniary interest in such securities.

3. The amount shown represents the beneficial ownership of the Issuer's equity securities by J.P. Morgan Partners Global Investors (Cayman), L.P. The Reporting Person has no pecuniary interest in such securities.

4. The amount shown represents the beneficial ownership of the Issuer's equity securities by J.P. Morgan Partners Global Investors A, L.P. The Reporting Person has no pecuniary interest in such securities.

5. The amount shown represents the beneficial ownership of the Issuer's equity securities by J.P. Morgan Partners Global Investors (Cayman) II, L.P. The Reporting Person has no pecuniary interest in such securities.

6. The amount shown represents the beneficial ownership of the Issuer's equity securities by J.P. Morgan Partners Global Investors (Selldown), L.P. ("Selldown"). The amount shown includes 62,546 shares held by BONY as Voting Trustee. BONY as Voting Trustee has the voting power over such shares while Selldown has retained dispositive power over such shares. The Reporting Person has no pecuniary interest in such securities.

7. Shares were tendered in connection with the Agreement and Plan of Merger dated June 23, 2008 between Barrier Therapeutics, Inc., Stiefel Laboratories, Inc. and Bengal Acquisition Inc. (the "Merger").

8. This option was canceled in connection with the Merger in exchange for the right to receive the difference between the merger consideration of $4.15 per share and the option exercise price.

	/s/ John C. Wilmot, Managing Director, J.P. Morgan Partners (BHCA), L.P., JPMP Master Fund Manager, L.P., its general partner, JPMP Capital Corp., its general partner	08/08/2008
	** 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.

EX-99.1

Unassociated Document

JPM BHCA/Barrier Therapeutics, Inc. Exhibit 99.1

Name and Address of Reporting Person⁽¹⁾	Designated Reporter⁽¹⁾⁾	Transaction Date	Deemed Execution Date, if any	Issuer Name, Ticker or Trading Symbol	Title and Amount of Security	Title of Derivative Securities and Title and Amount of Securities Underlying Derivative Securities	Ownership Form: Direct (D) or Indirect (I)	Nature of Indirect Beneficial Ownership	Disclaims Pecuniary Interest
JPMP Master Fund Manager, L.P. c/o J.P. Morgan Partners, LLC 270 Park Avenue 39^th Floor New York, NY 10017	J.P. Morgan Partners (BHCA), L.P.	August 5, 2008	N/A	Barrier Therapeutics, Inc. ("BTRX")	See Table I Row 1 And Table II Row 1	N/A	I	See Explanatory Note 2 below	No
JPMP Capital Corp. c/o J.P. Morgan Partners, LLC 270 Park Avenue 39^th Floor New York, NY 10017	J.P. Morgan Partners (BHCA), L.P.	August 5, 2008	N/A	Barrier Therapeutics, Inc. ("BTRX")	See Table I And Table II	N/A	I	See Explanatory Note 3below	No
J.P. Morgan Partners Global Investors, L.P. c/o J.P. Morgan Partners, LLC 270 Park Avenue 39^th Floor New York, NY 10017	J.P. Morgan Partners (BHCA), L.P.	August 5, 2008	N/A	Barrier Therapeutics, Inc. ("BTRX")	See Table I Row 2	N/A	D
J.P. Morgan Partners, Global Investors (Cayman), L.P. c/o J.P. Morgan Partners, LLC 270 Park Avenue 39^th Floor New York, NY 10017	J.P. Morgan Partners (BHCA), L.P.	August 5, 2008	N/A	Barrier Therapeutics, Inc. ("BTRX")	See Table I Row 3	N/A	D
J.P. Morgan Partners Global Investors A, L.P. c/o J.P. Morgan Partners, LLC 270 Park Avenue 39^th Floor New York, NY 10017	J.P. Morgan Partners (BHCA), L.P.	August 5, 2008	N/A	Barrier Therapeutics, Inc. ("BTRX")	See Table I Row 4	N/A	D

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).

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 control number.

J.P. Morgan Partners Global Investors, L.P. (Cayman) II, L.P. c/o J.P. Morgan Partners, LLC 270 Park Avenue 39^th Floor New York, NY 10017	J.P. Morgan Partners (BHCA), L.P.	August 5, 2008	N/A	Barrier Therapeutics, Inc. ("BTRX")	See Table I Row 5	N/A	D
J.P. Morgan Partners Global Investors (Selldown), L.P. c/o J.P. Morgan Partners, LLC 270 Park Avenue 39^th Floor New York, NY 10017	J.P. Morgan Partners (BHCA), L.P.	August 5, 2008	N/A	Barrier Therapeutics, Inc. ("BTRX")	See Table I Row 6	N/A	D
JPMP Global Investors, L.P. c/o J.P. Morgan Partners, LLC 270 Park Avenue 39^th Floor New York, NY 10017	J.P. Morgan Partners (BHCA), L.P.	August 5, 2008	N/A	Barrier Therapeutics, Inc. ("BTRX")	See Table I Row 2-6	N/A	I	See Explanatory Note 4 below	No

Explanatory Note:

The Designated Reporter is executing this report on behalf of all Reporting Persons, each of whom has authorized it to do so. Each of the Reporting Persons disclaims beneficial ownership of the Issuer’s securities to the extent it exceeds such Person’s pecuniary interest therein, if any. Each Reporting Person is a member of the private equity business unit of JPMorgan Chase & Co., a publicly traded company.

The amounts shown in Table I row 1 represent the beneficial ownership of the Issuer's equity securities by J.P. Morgan Partners (BHCA), L.P. ("JPM BHCA"), a portion of which may be deemed attributable to the Reporting Person because it is the sole general partner of JPM BHCA. The actual pro rata portion of such beneficial ownership that may be deemed attributable to the Reporting Person is not readily determinable because it is subject to several variables including the internal rate of return and vesting of interests within JPM BHCA and JPMP Master Fund Manager, L.P. (“MF Manager”).

The amounts shown in Table I represent the beneficial ownership of the Issuer’s equity securities by (a) JPM BHCA, and (b) J.P. Morgan Partners Global Investors, L.P., J.P. Morgan Partners Global Investors A, L.P., J.P. Morgan Partners Global Investors (Cayman), L.P., J.P. Morgan Partners Global Investors (Cayman) II, L.P. and J.P. Morgan Partners Global Investors (Selldown), L.P. (the “JPMP Global Entities”), a portion of which may be deemed attributable to the Reporting Person because it is (1) the general partner of MF Manager, the sole general partner of JPM BHCA and (2) the general partner of JPMP Global Investors, L.P. which is the general partner of each of the JPMP Global Entities. The actual pro rata portion of such beneficial ownership that may be deemed to be attributable to the Reporting Person is not readily determinable because it is subject to several variables, including the internal rate of return and vesting of interests within JPM BHCA, MF Manager and each of the JPMP Global Entities. The Reporting Person is a wholly-owned subsidiary of JPMorgan Chase & Co.

The amounts shown in Table I in rows 2-6 represent the beneficial ownership of the Issuer’s equity securities by the JPMP Global Entities, a portion of which may be deemed attributable to the Reporting Person because it is the general partner of each of the JPMP Global entities. The actual pro rata portion of such beneficial ownership that may be deemed attributable to the Reporting Person is not readily determinable because it is subject to several valuables, including the internal rate of return and vesting of interests with each of the JPMP Global Entities.

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).

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 control number.

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