Item 2.02. Results of Operations and Financial Condition.

On August 7, 2009, Penwest Pharmaceuticals Co. announced its financial results for the quarter ended June 30, 2009. The full text of the press release issued in connection with the announcement is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information in this Form 8-K (including Exhibit 99.1) shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits.

(d) Exhibits The following exhibit relating to Item 2.02 shall be deemed to be furnished, and not filed:
99.1 Press release issued by Penwest Pharmaceuticals Co. on August 7, 2009

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