SEC Form 4

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 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
X	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* CORPORATE OPPORTUNITIES FUND LP (Last) (First) (Middle) 126 EAST 56TH STREET, 24TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol QUESTCOR PHARMACEUTICALS INC [ QSC ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner Officer (give title below) X Other (specify below) See General Remarks
	3. Date of Earliest Transaction (Month/Day/Year) 05/18/2004
	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)
			Code	V	Amount	(A) or (D)	Price

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series B Convertible Preferred Stock	$0.9412	05/17/2004(4)		J		498,300(4)		01/15/2003	01/01/2006(3)	Common Stock	498,300(1)	$0.9412(4)	498,300(4)	D(1)
Warrants	$1.0824	05/17/2004		J		159,456(4)		01/15/2003	01/15/2007	Common Stock	159,456(1)	$1.0824(4)	159,456(4)	D(1)
Series B Preferred Stock	$0.9412	05/17/2004		J		2,689,120(4)		01/15/2003	01/01/2006(3)	Common Stock	2,689,120(2)	$0.9412(4)	2,689,120(4)	D(2)
Warrants	$1.0824	05/17/2004		J		860,518(4)		01/15/2003	01/15/2007	Common Stock	860,518(2)	$1.0824(4)	860,518(4)	D(2)

1. Name and Address of Reporting Person* CORPORATE OPPORTUNITIES FUND LP (Last) (First) (Middle) 126 EAST 56TH STREET, 24TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip)

1. Name and Address of Reporting Person* CORPORATE OPPORTUNITIES FUND INSTITUTIONAL LP (Last) (First) (Middle) 126 EAST 56TH STREET, 24TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip)

1. Name and Address of Reporting Person* SANDERS MORRIS HARRIS INC/FA (Last) (First) (Middle) 600 TRAVIS, SUITE 3100 (Street) HOUSTON TX 77002 (City) (State) (Zip)

1. Name and Address of Reporting Person* GALE JAMES C (Last) (First) (Middle) 126 EAST 56TH STREET, 24TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip)

Explanation of Responses:

1. These shares are owned directly by Corporate Opportunities Fund, L.P. and indirectly by SMM Corporate Management, LLC, the general partner of Corporate Opportunities Fund, L.P., James C. Gale, the chief investment officer and manager of SMM Corporate Management, LLC, and Sanders Morris Harris Inc., the controlling member of SMM Corporate Management, LLC.

2. These shares are owned directly by Corporate Opportunities Fund (Institutional), L.P. and indirectly by SMM Corporate Management, LLC, the general partner of Corporate Opportunities Fund (Institutional), L.P., James C. Gale, the chief investment officer and manager of SMM Corporate Management, LLC, and Sanders Morris Harris Inc., the controlling member of SMM Corporate Management, LLC.

3. The shares are redeemable by the issuer commencing January 1, 2006. The holder has the right to require the issuer to redeem its shares upon the occurrence of certain events.

4. The reporting persons may previously have been deemed to be members of a Section 13(d) group that beneficially owned more than 10% of the issuer's outstanding common stock. The filing of this Form 4 serves to note the reporting persons termination of such status on May 18, 2004. The reported holdings herein reflect the reporting persons' beneficial owenrship as of the date of such termination of status.

Remarks:

The reporting persons may have been deemed members of a Section 13(d) group acting together for the purpose of voting equity securities of the issuer that beneficially owned more than 10% of the issuer's outstanding common stock. The filing of this Form 4 serves to note the reporting persons termination of such status as of May 18, 2004.

	James C. Gale, Manager of SMM Corporate Management, LLC, General Partner of Corporate Opportunities Fund (Institutional), L.P. and Corporate Opportunities Fund, L.P.	05/28/2004
	James C. Gale, Managing Director of Sanders Morris Harris Inc.	05/28/2004
	James C. Gale	05/28/2004
	** 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).
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