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 *
  HealthCor Management, L.P.
2. Date of Event Requiring Statement (Month/Day/Year)
07/24/2008
3. Issuer Name and Ticker or Trading Symbol
VALEANT PHARMACEUTICALS INTERNATIONAL [VRX]
(Last)
(First)
(Middle)
CARNEGIE HALL TOWER, 152 WEST 57TH STREET, 47TH 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)

NEW YORK, NY 10019
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)
Common Stock, par value $0.01 per share 8,500,000
I
See Footnote (1)

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
Call Option   (2)   (2) Common Stock 500,000 $ 20 I See Footnote (1)

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
HealthCor Management, L.P.
CARNEGIE HALL TOWER
152 WEST 57TH STREET, 47TH FLOOR
NEW YORK, NY 10019
    X    
HealthCor Associates, LLC
CARNEGIE HALL TOWER
152 WEST 57TH STREET, 47TH FLOOR
NEW YORK, NY 10019
    X    
HealthCor Offshore, Ltd.
CARNEGIE HALL TOWER
152 WEST 57TH STREET, 47TH FLOOR
NEW YORK, NY 10019
    X    
HealthCor Hybrid Offshore
CARNEGIE HALL TOWER
152 WEST 57TH STREET, 47TH FLOOR
NEW YORK, NY 10019
    X    
HealthCor Group, LLC
CARNEGIE HALL TOWER
152 WEST 57TH STREET, 47TH FLOOR
NEW YORK, NY 10019
    X    
HealthCor Capital, L.P.
CARNEGIE HALL TOWER
152 WEST 57TH STREET, 47TH FLOOR
NEW YORK, NY 10019
    X    
HEALTHCOR L P
CARNEGIE HALL TOWER
152 WEST 57TH STREET, 47TH FLOOR
NEW YORK, NY 10019
    X    
Healey Joseph Patrick
CARNEGIE HALL TOWER
152 WEST 57TH STREET, 47TH FLOOR
NEW YORK, NY 10019
    X    
Cohen Arthur Bruce
CARNEGIE HALL TOWER
152 WEST 57TH STREET, 47TH FLOOR
NEW YORK, NY 10019
    X    

Signatures

HEALTHCOR MANAGEMENT, L.P., for itself and as manager on behalf of (i) HEALTHCOR OFFSHORE, LTD. and (ii) HEALTHCOR HYBRID OFFSHORE, LTD., By: HealthCor Associates, LLC, its general partner, By: /s/ Steven J. Musumeci, Chief Operating Officer 07/29/2008
**Signature of Reporting Person Date

HEALTHCOR CAPITAL L.P., for itself and as general partner on behalf of HEALTHCOR L.P., By: HealthCor Group, LLC, its general partner, By: /s/ Steven J. Musumeci, Chief Operating Officer 07/29/2008
**Signature of Reporting Person Date

HEALTHCOR ASSOCIATES, LLC, By: /s/ Steven J. Musumeci, Chief Operating Officer 07/29/2008
**Signature of Reporting Person Date

HEALTHCOR GROUP, LLC, By: /s/ Steven J. Musumeci, Chief Operating Officer 07/29/2008
**Signature of Reporting Person Date

/s/ Joseph Healey, Individually 07/29/2008
**Signature of Reporting Person Date

/s/ Arthur Cohen, Individually 07/29/2008
**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) HealthCor Management, L.P. is the investment manager of HealthCor, L.P., HealthCor Offshore, Ltd. and HealthCor Hybrid Offshore, Ltd. which are the direct beneficial owners of the non-derivative securities listed on Table 1. The general partner of HealthCor, L.P. is HealthCor Capital, L.P. and the general partner of HealthCor Capital, L.P. is HealthCor Group, LLC. HealthCor Associates, LLC is the general partner of HealthCor Management, L.P. and Arthur Cohen and Joseph Healey are the Managers of HealthCor Associates, LLC. Each of the foregoing entities and individuals disclaims beneficial ownership in the non-derivative securities listed on Table 1 except to the extent of its or their own pecuniary interest.
(2) The long call options are presently exercisable and will expire on September 19, 2008.

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