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SEC 1745 (6-01)    Potential persons who are to 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.

Washington, D.C. 20549


Under the Securities Exchange Act of 1934
(Amendment No. 1)*
OMB Number: 3235-0145
Expires: October 31, 2002
Estimated average burden
hours per response. . . 14.9

Akorn, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)





(CUSIP Number)

December 31, 2001

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

        / /      Rule 13d-1(b)

        /x/      Rule 13d-1(c)

        / /      Rule 13d-1(d)

        *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

        The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No.            009728106        


(1)   Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).



Arjun C. Waney





(2)   Check the Appropriate Box if a Member   (a)   / /
    of a Group (See Instructions)   (b)   / /








(3)   Sec Use Only








(4)   Citizenship or Place of Organization



United States





Number of Shares Beneficially Owned by Each Reporting Person With:   (5)   Sole Voting Power







        (6)   Shared Voting Power







        (7)   Sole Dispositive Power







        (8)   Shared Dispositive Power








(9)   Aggregate Amount Beneficially Owned by Each Reporting Person








(10)   Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)    / /








(11)   Percent of Class Represented by Amount in Row (9)








(12)   Type of Reporting Person (See Instructions)









(a)   Name of Issuer



Akorn, Inc.
(b)   Address of Issuer's Principal Executive Offices



2500 Millbrook Drive
Buffalo Grove, IL 60089


(a)   Name of Person Filing



Arjun C. Waney
(b)   Address of Principal Business Office or, if none, Residence



46 Lowndes Square
London SW1X 9JU, U.K.
(c)   Citizenship



United States
(d)   Title of Class of Securities



Common Stock
(e)   CUSIP Number



Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:



/ /


Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).



/ /


Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).



/ /


Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).



/ /


Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).



/ /


An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E).



/ /


An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).



/ /


A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).



/ /


A savings association as defined in section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).



/ /


A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3).



/ /


Group, in accordance with §240.13d-1(b)(1)(ii)(J).

Item 4. Ownership.

        Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

        Instruction. For computations regarding securities which represent a right to acquire an underlying security see §240.13d3(d)(1).

Item 5. Ownership of Five Percent or Less of a Class

        If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [    ].

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

        Not Applicable

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company

        Not Applicable

Item 8. Identification and Classification of Members of the Group

        Not Applicable

Item 9. Notice of Dissolution of Group

        Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity. See Item 5.

Item 10. Certification


        After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.




February 5, 2002






Arjun C. Waney, an individual