United States
                       Securities and Exchange Commission
                             Washington, D.C. 20549


                                   FORM 10-K/A


(Mark One)

       [X]   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF
             THE SECURITIES EXCHANGE ACT OF 1934
             For the fiscal year ended December 31, 2000

       [ ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF
             THE SECURITIES EXCHANGE ACT OF 1934
             For the transition period from ________ to ________

                          Commission File No. 000-31475

                                ANDRX CORPORATION
             (Exact name of Registrant as specified in its charter)

            Delaware                                       65-1013859
---------------------------------              ---------------------------------
 (State or other jurisdiction of                        (I.R.S. Employer
  incorporation or organization)                       Identification No.)

        4955 Orange Drive
          Davie, Florida                                    33314
---------------------------------              ---------------------------------
      (Address of principal                               (Zip Code)
        executive offices)

                                 (954) 584-0300
                             ----------------------
              (Registrant's telephone number, including area code)

           Securities registered under Section 12(b) of the Act: None

              Securities registered under Section 12(g) of the Act:
         Andrx Corporation - Andrx Group Common Stock, $0.001 par value
         Andrx Corporation - Cybear Group Common Stock, $0.001 par value

         Indicate by check mark whether the registrant (1) filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. YES _X_ NO ____

         Indicate by check mark if disclosure of delinquent filers in response
to Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. [ ]

<PAGE>

         As of March 29, 2001, the aggregate market values of Andrx Group common
stock and the Cybear Group common stock held by non-affiliates (based on the
closing price on such date as reported on the Nasdaq National Market) were $3.2
billion and $6.7 million, respectively. There were 69,763,806 shares of Andrx
Group common stock outstanding and 15,207,250 shares of Cybear Group common
stock outstanding as of March 29, 2001.

                       DOCUMENTS INCORPORATED BY REFERENCE


                                     None.



<PAGE>


                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

         Set forth below is certain information concerning the directors and
executive officers:
<TABLE>
<CAPTION>
                                                                                                                 TERM
NAME                                      AGE    POSITION                                                       EXPIRES
----                                      ---    --------                                                       -------
<S>                                        <C>   <C>                                                              <C>
Alan P. Cohen (1)......................    46    Co-Chairman, Chief Executive Officer and Director                2002
Chih-Ming J. Chen, Ph.D. (1)...........    49    Co-Chairman, Chief Scientific Officer and Director               2003
Elliot F. Hahn, Ph.D. (1)..............    56    President and Director                                           2001
Scott Lodin............................    45    Executive Vice President, General Counsel and Secretary          N/A
Angelo C. Malahias.....................    39    Vice President and Chief Financial Officer                       N/A
Timothy E. Nolan.......................    45    President and Chief Operating Officer of Cybear and Director     2001
Melvin Sharoky, M.D. (3)...............    50    Executive Director and Director                                  2002
Tamara A. Baum (2).....................    48    Director                                                         2002
Lawrence J. DuBow (3)..................    69    Director                                                         2001
Irwin C. Gerson (2)(3).................    71    Director                                                         2003
Michael A. Schwartz, Ph.D. (2)(3)......    70    Director                                                         2003
</TABLE>
-------------------------
(1)      Member of Executive Committee.
(2)      Member of Audit Committee.
(3)      Member of Compensation Committee.

         Alan P. Cohen is Co-Chairman of the Board of Directors, Chief Executive
Officer and a director of Andrx Corporation, which he founded in August 1992.
Mr. Cohen was the Chairman and a director of Cybear from February 1997 through
August 1998, when he resigned as Chairman and remained a director until the
Reorganization. Mr. Cohen is a graduate of the University of Florida and is a
registered pharmacist. In 1984, Mr. Cohen founded Best Generics, Inc., or Best,
a bioequivalent drug distribution firm, which was sold to IVAX Corporation, or
Ivax, in 1988. Mr. Cohen served as President of Best from April 1989 until June
1990.

         Dr. Chih-Ming J. Chen has been Co-Chairman of the Board of Directors
since November 1998 and the Chief Scientific Officer and a director since
November 1992. In January 1992, Dr. Chen formed his own company, ASAN Labs,
Inc., which was acquired by Andrx in November 1992. Dr. Chen served as the
Director of Product Development at IVAX from 1988 to 1992, where he was the
leader of a research team which specialized in the development of drug
formulations, including several controlled-release products. After graduating
with a Ph.D. degree in pharmaceutics from Ohio State University in 1981, Dr.
Chen worked at Bristol-Myers and Berlex Labs.

         Dr. Elliot F. Hahn has been President and a director of Andrx
Corporation since February 1993. From June 1990 to February 1993, Dr. Hahn was
employed as Vice President, Scientific Affairs of IVAX, where he was involved in
the evaluation and international licensing of product opportunities and was
responsible for maintaining the intellectual property of IVAX. From 1988 to
1993, Dr. Hahn also served as the Vice President of Research of Baker Norton
Pharmaceuticals, a subsidiary of IVAX. Prior to that, he was an Associate
Professor at The Rockefeller University from 1977 to 1988. From 1972 until 1977,
Dr. Hahn was an Assistant Professor at Albert Einstein College of Medicine and a
member of the Institute for Steroid Research at Montefiore Hospital in New York
City. Since 1988, he has been an adjunct Associate Professor at the University
of Miami School of Medicine. Dr. Hahn holds a B.S. degree from City College of
New York and a Ph.D. degree in chemistry from Cornell University. Dr. Hahn also
serves as a director of Delta Pharmaceutical, Inc.

         Scott Lodin joined Andrx Corporation in January 1994 and is its
Executive Vice President, General Counsel and Secretary. Mr. Lodin was the
Secretary and a director of Cybear from February 1997 until the


<PAGE>

Reorganization. Prior to joining Andrx Corporation, Mr. Lodin was Special
Counsel to Hughes, Hubbard & Reed and a predecessor firm in Miami, Florida,
where he practiced primarily in the areas of corporate and commercial law.

         Angelo C. Malahias joined Andrx Corporation as its Vice President and
Chief Financial Officer in January 1996. Mr. Malahias was a director of Cybear
from April 1999 until the Reorganization. From January 1995 to January 1996, Mr.
Malahias was Vice President and Chief Financial Officer of Circa
Pharmaceuticals, Inc., where he also served as Corporate Controller from July
1994 to January 1995. From 1983 to July 1994, Mr. Malahias was employed by KPMG
LLP. Mr. Malahias is a certified public accountant.

         Timothy E. Nolan has been a director of Andrx Corporation since March
2000. Mr. Nolan has been President and Chief Operating Officer of Cybear since
March 2000. Mr. Nolan also was a director of Cybear from June 1999 until the
Reorganization. From 1985 to March 2000, Mr. Nolan was employed by Aetna U.S.
Healthcare, most recently as senior vice president of Aetna U.S. Healthcare in
charge of the field organization. Pursuant to the terms of the Reorganization,
Mr. Nolan is Cybear's designee to the Andrx Corporation Board of Directors.

         Dr. Melvin Sharoky, a director of Andrx Corporation since November
1995, joined Andrx Corporation as Executive Director on March 1, 1999. Dr.
Sharoky was a director of Cybear from April 1999 until the Reorganization. Dr.
Sharoky is also president of Somerset Pharmaceuticals Inc., a privately owned
company which is a joint venture between Watson and Mylan Pharmaceuticals, Inc.
Dr. Sharoky was a director of Watson from July 1995 to May 1998. From July 1995
through January 1998, Dr. Sharoky was President of Watson. From February 1993
through January 1998, Dr. Sharoky served as the President and Chief Executive
Officer of Circa. From November 1995 to May 1998, Dr. Sharoky served on Andrx's
Board of Directors as the designee of Watson.

         Tamara A. Baum was appointed a director of Andrx Corporation in April
2001. Prior to retiring, from 1994 until 1999, Ms. Baum was Managing Director,
Global Head of Health Care Finance for Warburg Dillon Read. From 1989 until
1994, Ms. Baum was Managing Director, Co-Head Health Care Group for Kidder,
Peabody & Co., Incorporated. From 1983 until 1989, Ms. Baum, was the Director of
Corporate Finance - Health Care for Prudential-Bache Capital Funding.

         Lawrence J. DuBow, a director of Andrx Corporation since April 2000,
has been Chairman and Chief Executive Officer of HMS Sales and Marketing, Inc.
which is presently engaged in marketing pharmaceutical products, since he
founded it in 1991. Since 1957, he was engaged in various capacities within the
pharmaceutical industry. Mr. DuBow was the former President of the Drug
Wholesales' Association and a former Chairman of the National Wholesale
Druggists' Association.

         Irwin C. Gerson, a director of Andrx Corporation since November 1993,
was the Chairman of the Lowe McAdams Healthcare division of the Interpublic
Group (formerly William Douglas McAdams, Inc.), a healthcare marketing,
communications and public relations company, from 1987 through December 1998.
Mr. Gerson is a member of the board of trustees of several academic
institutions, including Long Island University, Albany College of Pharmacy and
is Chairman of the Council of Overseers of the Arnold and Marie Schwartz College
of Pharmacy. Mr. Gerson is also a director of Cytoclonal Pharmaceutics, Inc., a
biotechnology company.

         Dr. Michael A. Schwartz, a director of Andrx Corporation since November
1993, is currently Dean Emeritus and a Professor at the College of Pharmacy at
the University of Florida having served as Dean of that college from April 1978
through May 1996.


                                       2
<PAGE>

DIRECTOR COMPENSATION

         Non-employee directors receive $5,000 for each regularly scheduled
quarterly meeting they attend and a lesser amount for other participation
(including attendance at committee meetings or other special meetings of the
Board of Directors).

         Prior to June 1, 1999, non-employee directors received annual grants of
stock options of Andrx common stock. Since that time, all stock option grants to
non-employee directors are made at the discretion of the Compensation Committee.
All options granted to non-employee directors are granted at fair market value
on the date of the grant and expire ten years from the date of the grant. The
following sets forth information as of April 26, 2001 with respect to options of
Andrx common stock granted to non-employee directors. During 2000, Lawrence J.
DuBow, Irwin Gerson and Michael Schwartz were granted options to purchase 15,000
shares of Andrx common stock at a price of $58.50 and 2,235 shares of Cybear
common stock at a price of $3.00 (as adjusted to give effect to the
Reorganization).

INDEMNIFICATION AGREEMENTS

         Andrx Corporation has entered into an indemnification agreement with
each of its directors and executive officers. Each indemnification agreement
provides that Andrx Corporation will indemnify such person against certain
liabilities (including settlements) and expenses actually and reasonably
incurred by him or her in connection with any threatened or pending legal
action, proceeding or investigation (other than actions brought by or in the
right of Andrx Corporation) to which he or she is, or is threatened to be, made
a party by reason of his or her status as a director, officer or agent of Andrx
Corporation, provided that such director or executive officer acted in good
faith and in a manner he or she reasonably believed to be in or not opposed to
the best interests of Andrx Corporation and, with respect to any criminal
proceedings, had no reasonable cause to believe his or her conduct was unlawful.
With respect to any action brought by or in the right of Andrx Corporation, a
director or executive officer will also be indemnified, to the extent not
prohibited by applicable law, against expenses and amounts paid in settlement,
and certain liabilities if so determined by a court of competent jurisdiction,
actually and reasonably incurred by him or her in connection with such action if
he or she acted in good faith and in a manner he or she reasonably believed to
be in or not opposed to the best interests of Andrx Corporation.

COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934

         Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires Andrx Corporation's executive officers, directors and holders of more
than 10% of the Andrx common stock or Cybear common stock, to file reports of
ownership and changes in ownership with the SEC and the Nasdaq National Market.
Such persons are required to furnish Andrx Corporation with copies of all
Section 16(a) forms they file.

         Based solely on its review of the copies of such forms received by it,
or oral or written representations from certain reporting persons that no Forms
5 were required for those persons, Andrx Corporation believes that, with respect
to 2000, all filing requirements applicable to its executive officers, directors
and greater than 10% beneficial owners were complied with, except for Dr.
Sharoky's Form 4 for September 2000 which was filed late in February 2001.



                                       3
<PAGE>


ITEM 11. EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

         The following table sets forth information concerning compensation for
the years ended December 31, 2000, 1999, and 1998 received by the Chief
Executive Officer, or the CEO, and the four most highly compensated other
executive officers whose annual salary and bonus exceeded $100,000 for 2000, or
together with the CEO, the Named Executive Officers.
<TABLE>
<CAPTION>
                                                                                                                Long Term
                                                            Annual Compensation                               Compensation
                                         ----------------------------------------------------------           --------------
                                                                                                               Securities
                                         Fiscal                                      Other Annual              Underlying
    Name and Principal Position           Year        Salary($)       Bonus($)      Compensation($)           Options(#)(1)
-------------------------------------    --------    ------------     ----------    ---------------           --------------
<S>                                      <C>           <C>            <C>               <C>                   <C>
Alan P. Cohen                            2000          $ 348,400      $ 150,000         $   16,800  (2)         300,000
  Co-Chairman and                        1999            264,500        150,000             18,300  (2)              --
  Chief Executive Officer                1998            241,200         50,000             17,300  (3)         100,000

Chih-Ming J. Chen Ph.D.                  2000            348,400        150,000             14,800  (2)         300,000
  Co-Chairman and Chief                  1999            264,500        150,000             18,300  (2)              --
  Scientific Officer                     1998            241,200         50,000             31,900  (3)(4)      100,000
                                                                                                                     --
Elliot F. Hahn Ph.D.                     2000            294,400        100,000          1,953,100  (5)         100,000
  President                              1999            264,500        100,000             17,000  (5)              --
                                         1998            241,200         50,000             18,800  (3)         100,000

Scott Lodin                              2000            249,000        100,000          4,431,100  (6)(7)       24,000
  Executive Vice President,              1999            199,600         50,000            563,200  (6)(7)      108,000
  General Counsel and Secretary          1998            178,000         40,000             12,200  (7)          24,000


Angelo C. Malahias                       2000            199,400         75,000          2,364,600  (8)          40,000
  Vice President and                     1999            169,700         50,000            207,900  (8)          48,000
  Chief Financial Officer                1998            154,900         32,500            276,700  (8)          24,000
</TABLE>
------------------

(1)      Represents options to purchase shares of Andrx common stock granted to
         the Named Executive Officers.

(2)      Represents an automobile allowance, premiums for a $1 million life
         insurance policy (the beneficiary of which is designated by the Named
         Executive Officer), certain medical expense reimbursements other than
         Dr. Chen and health insurance premium reimbursements.

(3)      Represents an automobile allowance, premiums for a $1 million life
         insurance policy (the beneficiary of which is designated by the Named
         Executive Officer) other than Dr. Hahn, certain medical expense
         reimbursements and health insurance premium reimbursements and the
         premiums for a disability policy (other than for Mr. Cohen), the
         beneficiary of which is designated by the Named Executive Officer.

(4)      Includes compensation of $11,700 for taxes resulting from the
         forgiveness of an interest bearing loan made by Andrx to Dr. Chen.

(5)      Includes an automobile allowance, certain medical expense
         reimbursements and health insurance premium reimbursements and in 2000
         the gain resulting from the exercise of options to purchase 27,000
         shares of Andrx common stock with an exercise price of $6.82 per share.

(6)      Represents the gain resulting from the exercise of options in 2000 to
         purchase 49,500 and 40,000 shares of Andrx common stock with exercise
         prices of approximately $2.00 and $1.80, respectively, and in 1999,
         16,000 shares of Andrx common stock with an exercise price of $2.00 per
         share.

(7)      Represents health insurance premium reimbursements, group term life
         insurance benefits and an automobile allowance.

(8)      Represents health insurance premium reimbursements, group term life
         insurance benefits and in 2000 an automobile allowance. For 2000, 1999
         and 1998 includes the gain resulting from exercises of options to
         purchase 42,500, 6,000 and 40,000 shares of Andrx common stock,
         respectively, with an exercise price of approximately $2.74 per share.

EMPLOYMENT AND SEVERANCE AGREEMENTS

         Andrx is not a party to any employment agreement or severance
agreements with any of the Named Executive Officers.


                                       4
<PAGE>

OPTION GRANTS IN LAST FISCAL YEAR

         The following table sets forth information concerning individual grants
of stock options of Andrx made during 2000 to any of the Named Executive
Officers. There were no grants of Cybear common stock options during 2000 to any
of the Named Executive Officers.
<TABLE>
<CAPTION>
                                               % of Total                                                Potential Realizable
                              Number of         Options                                                    Value of Assumed
                             Securities         Granted         Exercise                                   Annual Rates of
                             Underlying       to Employees          or                                 Stock Price Appreciation
                               Options             In           Base Price                               for Option Terms(1)
Name                         Granted (#)      Fiscal Year         ($/Sh)        Expiration Date                  ($)
-------------------------    ------------    ---------------    -----------    -------------------    ---------------------------
                                                                                                          5%             10%
                                                                                                      -----------     -----------
<S>                              <C>                 <C>           <C>          <C>                    <C>            <C>
Alan P. Cohen
 ....(Andrx common stock)         300,000             17.0          $ 62.38      December 15, 2010      $ 11,768,200   $ 29,822,900

Chih-Ming J. Chen, Ph.D.
 ....(Andrx common stock)         300,000             17.0            62.38      December 15, 2010        11,768,200     29,822,900

Elliot F. Hahn
 ....(Andrx common stock)         100,000              5.7            62.38      December 15, 2010         3,922,700      9,941,000

Scott Lodin
 ....(Andrx common stock)          24,000              1.4            62.38      December 15, 2010           941,500      2,385,800

Angelo C. Malahias
 ....(Andrx common stock)          40,000              2.3            62.38      December 15, 2010         1,569,100      3,976,400
</TABLE>
------------------------
(1)      Based upon the exercise price, which was equal to the fair market value
         on the date of grant, and annual appreciation at the assumed rates
         stated on such price through the expiration date of the options.
         Amounts shown represent hypothetical gains that could be achieved for
         the options if exercised at the end of the term. These amounts have
         been determined on the basis of assumed rates of appreciation mandated
         by the SEC and do not represent Andrx Corporation's estimate or
         projection of the future stock price. Actual gains, if any, are
         contingent upon the continued employment of the Named Executive Officer
         through the expiration date, as well as being dependent upon the
         general performance of the common stock. The potential realizable
         values have not taken into account amounts required to be paid for
         federal income taxes. Based on the Nasdaq National Market closing price
         of Andrx common stock of $57.88 on December 31, 2000.


                                       5
<PAGE>

STOCK OPTIONS HELD AT END OF 2000

         The following table indicates the number of shares acquired and value
realized from the exercise of options and the total number and value of
exercisable and unexercisable stock options of Andrx common stock and Cybear
common stock, respectively, held by each of the Named Executive Officers as of
December 31, 2000:
<TABLE>
<CAPTION>
                                                           Number of Securities
                                                          Underlying Unexercised             Value of Unexercised
                                                                Options at                   In-The-Money Options
                                                            Fiscal Year-End(#)               at Fiscal Year-End(1)
                               Shares                    ----------------------------    --------------------------------
                              Acquired       Value
Name                        On Exercise(#) Realized($)   Exercisable  Unexercisable     Exercisable    Unexercisable
----                        -------------- -----------   -----------  -------------     -----------    -------------
<S>                               <C>         <C>            <C>            <C>           <C>             <C>
Alan P. Cohen
 ....(Andrx common stock)               0      $       0      100,000        300,000       $  5,106,500    $         0
 ....(Cybear common stock)              0              0       37,005              0                  0              0

Chih-Ming J. Chen, Ph.D.
 ....(Andrx common stock)               0              0      900,000        300,000         50,115,900              0
 ....(Cybear common stock)              0              0      134,100              0                  0              0

Elliot F. Hahn, Ph.D.
 ....(Andrx common stock)          27,000      1,937,200       73,000        100,000          3,727,700              0
 ....(Cybear common stock)              0              0       14,900              0                  0              0

Scott Lodin
 ....(Andrx common stock)          89,500      4,420,700      132,500        138,000          7,177,100      4,753,600
 ....(Cybear common stock)              0              0       43,710         16,986                  0              0

Angelo C. Malahias
 ....(Andrx common stock)          42,500      2,354,500       87,500        126,000          4,655,000      4,042,400
 ....(Cybear common stock)              0              0       37,377         12,814                  0              0
</TABLE>
---------------------------
(1)      Based on Nasdaq National market closing price of $57.88 share for Andrx
         common stock and $0.38 for Cybear common stock on December 31, 2000,
         respectively.


COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

         There were no compensation committee interlocks and insider
participation in executive compensation decisions during 2000.


                                       6
<PAGE>

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The following table sets forth certain information regarding the
beneficial ownership of the common stock as of April 26, 2001, by (i) each
person or entity known by Andrx Corporation to beneficially own more than 5% of
the outstanding shares of Andrx common stock and Cybear common stock,
respectively; (ii) each director of Andrx Corporation; (iii) each of the Named
Executive Officers; and (iv) all directors and executive officers of Andrx
Corporation as a group.
<TABLE>
<CAPTION>
                                          Number of Shares        % of Class       Number of Shares       % of Class
                                         Beneficially Owned      Outstanding      Beneficially Owned      Outstanding
Name and Address                                Andrx               Andrx               Cybear           Cybear Common
of  Beneficial Owner (1)(2)                 Common Stock         Common Stock        Common Stock            Stock
--------------------------------------- ---------------------- ----------------- ---------------------- ----------------
<S>                                        <C>                         <C>           <C>                         <C>
Directors and Executive Officers
Alan P. Cohen..........................     4,400,388(3)                6.3            789,902(4)                2.9
Chih-Ming J. Chen, Ph.D................     5,294,821(5)                7.5            918,006(6)                3.4
Elliot F. Hahn, Ph.D...................     1,377,060(7)                2.0            220,200(8)                *
Scott Lodin............................       138,500(9)                *               56,104(10)               *
Angelo C. Malahias.....................       128,700(11)               *               44,715(12)               *
Timothy E. Nolan.......................        60,000(13)               *              141,045(14)               *
Melvin Sharoky, M.D....................       159,320(15)               *              404,250(16)               1.5
Tamara A. Baum.........................          --                    --                  --                   --
Lawrence J. DuBow .....................        45,000(17)               *                6,701(18)               *
Irwin C. Gerson........................        50,000(19)               *               13,195(20)               *
Michael A. Schwartz, Ph.D..............        73,400(21)               *               13,937(22)               *
All directors and executive
  Officers as a group
  (11 persons).........................    11,727,189                  16.4          2,608,055                   9.5

5% or Greater Holders
Janus Capital Corporation
    100 Fillmore Street
    Denver, CO 91720 (23)..............     4,353,100                   6.2                   (23)               (23)
The TCW Group, Inc.
    865 South Figueroa Street
    Los Angeles, CA 90017 (24).........     3,702,458                   5.3                   (24)               (24)
Accenture LLP
    c/o Merrill Lynch
    5500 Sears Tower
    Chicago, IL  60606.................          --                    --            1,677,574                   6.2
</TABLE>
--------------------
*        Less than 1%

(1)      Except as indicated, the address of each person named in the table is
         c/o Andrx Corporation, 4955 Orange Drive, Davie, Florida 33314.

(2)      Except as otherwise indicated, the persons named in this table have
         sole voting and investment power with respect to all shares of common
         stock listed, which include shares of common stock that such persons
         have the right to acquire a beneficial interest within 60 days from the
         date of this Report.

(3)      Represents 17,500 shares of Andrx common stock held jointly by Mr.
         Cohen and his spouse, 4,282,888 shares of Andrx common stock held in
         family limited partnerships and 100,000 shares of Andrx common stock
         issuable upon the exercise of stock options.

(4)      Represents 3,500 shares of Cybear common stock owned directly by Mr.
         Cohen, 2,606 shares of Cybear common stock held jointly by Mr. Cohen
         and his spouse, 746,791 shares of Cybear common stock held in family
         limited partnerships and 37,005 shares of Cybear common stock issuable
         upon the exercise of stock options.


                                       7
<PAGE>

(5)      Represents 46,121 shares of Andrx common stock owned directly by Dr.
         Chen, 4,226,145 shares of Andrx common stock held by limited
         partnerships for which Dr. Chen is an officer of the corporate general
         partner, 104,555 shares of Andrx common stock held by a charitable
         family foundation, 900,000 shares of Andrx common stock issuable upon
         the exercise of stock options, and 18,000 shares of Andrx common stock
         issuable upon the exercise of stock options held by Dr. Chen's spouse.

(6)      Represents 6,881 shares of Cybear common stock owned directly by Dr.
         Chen, 769,630 shares of Cybear common stock held by limited
         partnerships for which Dr. Chen is an officer of the corporate general
         partner, 4,000 shares of Cybear common stock owned jointly by Dr. Chen
         and his spouse, 713 shares of Cybear common stock held by a charitable
         family foundation, 134,100 shares of Cybear common stock issuable upon
         the exercise of stock options, and 2,682 shares of common stock
         issuable upon the exercise of stock options held by Dr. Chen's spouse.

(7)      Represents 27,000 shares of Andrx common stock owned directly by Dr.
         Hahn, 154,780 shares of Andrx common stock held in a trust for the
         benefit of Dr. Hahn's spouse, 1,122,280 shares of Andrx common stock
         held in a family foundation and 73,000 shares of Andrx common stock
         issuable upon the exercise of stock options.

(8)      Represents 26,206 shares of Cybear common stock held in a trust for the
         benefit of Dr. Hahn's spouse, 179,094 shares held in a family
         foundation and 14,900 shares of Cybear common stock issuable upon the
         exercise of stock options.

(9)      Represents 138,500 shares of Andrx common stock issuable upon the
         exercise of the stock options.

(10)     Represents 10,500 shares of Cybear common stock owned directly by Mr.
         Lodin, 1,000 shares of Cybear common stock held as custodian for his
         minor children and 44,604 shares of Cybear common stock issuable upon
         the exercise of stock options.

(11)     Represents 3,200 shares of Andrx common stock held as custodian for his
         minor children and 125,500 shares of Andrx common stock issuable upon
         the exercise of stock options.

(12)     Represents 1,200 shares owned directly by Mr. Malahias, 476 shares held
         as custodian for his minor children and 43,039 shares of common stock
         issuable upon the exercise of stock options.

(13)     Represents 60,000 shares of Andrx common stock issuable upon the
         exercise of stock options.

(14)     Represents 35,000 shares of Cybear common stock owned directly by Mr.
         Nolan and 106,045 shares of Cybear common stock issuable upon the
         exercise of stock options.

(15)     Represents 3,320 shares of Andrx common stock held by Dr. Sharoky as a
         custodian for his minor children, 20,000 shares of Andrx common stock
         held in Dr. Sharoky's IRA and 136,000 shares of Andrx common stock
         issuable upon the exercise of stock options.

(16)     Represents 358,409 shares of Cybear common stock owned directly by Dr.
         Sharoky, 494 shares of Cybear common stock held by Dr. Sharoky as
         custodian for his minor children, 2,978 shares of Cybear common stock
         held in Dr. Sharoky's IRA and 42,369 shares of Cybear common stock
         issuable upon the exercise of the stock options.

(17)     Represents 40,000 shares of Andrx common stock owned directly by Mr.
         DuBow and 5,000 shares of Andrx common stock issuable upon the exercise
         of stock options.

(18)     Represents 5,956 shares of Cybear common stock owned directly by Mr.
         DuBow and 745 shares of Cybear common stock issuable upon the exercise
         of stock options.

(19)     Represents 50,000 shares of Andrx common stock issuable upon the
         exercise of the stock options.

(20)     Represents 2,000 shares of Cybear common stock held directly by Mr.
         Gerson, 3,000 shares of Cybear common stock held jointly by Mr. Gerson
         and his spouse, and 8,195 shares of Cybear common stock issuable upon
         the exercise of stock options.

(21)     Represents 900 shares of Andrx common stock owned directly by Dr.
         Schwartz and 72,500 shares of Andrx common stock issuable upon exercise
         of stock options.

                                       8
<PAGE>

(22)     Represents 3,134 shares of Cybear common stock owned directly by Dr.
         Schwartz and 10,803 shares of Cybear common stock issuable upon
         exercise of stock options.

(23)     Based solely on information contained in Schedule 13G and dated
         February 15, 2001 filed with the SEC. Janus Capital Corporation did not
         disclose the number of shares of Cybear common stock owned by it in its
         Schedule 13G dated February 15, 2001.

(24)     Based solely on information contained in Schedule 13G and dated
         February 15, 2001 filed with the SEC. The TCW Group did not disclose
         the number of shares of Cybear common stock owned by it in its Schedule
         13G dated February 15, 2001.



ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         Andrx Corporation is party to a royalty agreement with Dr. Chen, which
provides for royalties to Dr. Chen upon the sale of Andrx's bioequivalent
version of Cardizem CD, for which Andrx received final approval in July 1998
from the FDA. In August 1998, Andrx amended that royalty agreement to account
for the various contingencies presented by the Cardizem CD Stipulation.
Royalties paid to Dr. Chen of $5.0 million for the year ended December 31, 2000
were based on 3.33% of the net sales of Cartia XT and interim and final Cardizem
CD Stipulation fees. Such royalties are included in selling, general, and
administrative expenses in the Consolidated Statement of Income. Andrx is no
longer attempting to develop any other products included in that agreement, as
the reference brand product is no longer being marketed.

                                    PART IV

ITEM 14. EXHIBIT, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.

         (A) Documents Filed as Part of this Report.


                                       9
<PAGE>
                  (1)      Reference is made to the Index to Financial
                           Statements included in Part II, Item 8 of this
                           Report.

                  (2)      Financial Statement Schedules

                           Not Applicable

         All other schedules for which provision is made in applicable
regulations of the SEC are omitted because they are not applicable or the
required information is in the Consolidated Financial Statements or notes
thereto.

                  (3)      Exhibits

     EXHIBIT NO.                        DESCRIPTION
     -----------                        -----------
         2.2      Agreement and Plan of Merger and Reorganization dated March
                  23, 2000 by and among Andrx Corporation, Cybear, Inc., New
                  Andrx Corporation, Andrx Acquisition Corp., and Cybear
                  Acquisition Corp(10)

         3.1      Form of Registrant's Amended and Restated Certificate of
                  Incorporation(11)

         3.2      Form of Registrant's Amended and Restated Bylaws(12)

         4.1      Specimen Certificate of Andrx Corporation - Andrx Group Common
                  Stock(13)

         4.2      Specimen Certificate of Andrx Corporation - Cybear Group
                  Common Stock(13)

         10.1     Form of Stock Incentive Plan, as amended(1)*

         10.2     Intentionally Deleted

         10.3     Intentionally Deleted

         10.4     Intentionally Deleted

         10.5     Intentionally Deleted

         10.6     Royalty Agreement between the Registrant and Chih-Ming J.
                  Chen(1)*

         10.7     Form of Indemnification Agreement between the Registrant and
                  its officers and directors(1)*

         10.8     Development and License Agreement dated as of June 28, 1993 by
                  and between Zenith Laboratories, Inc. and the Registrant(1)(3)

         10.9     Technical Transfer Agreement dated as of July 30, 1993 by and
                  between Yung Shin Pharmaceutical Ind. Co. Ltd. and the
                  Registrant(1)(3)

         10.11    Development and License Agreement dated as of November 10,
                  1993 by and between Mylan Pharmaceuticals, Inc. and the
                  Registrant(1)(3)

         10.12    Development and License Agreement dated as of December 7, 1993
                  by and between Circa Pharmaceuticals, Inc. and the
                  Registrant(1)(3)

         10.13    Development and License Agreement dated as of January 17, 1994
                  by and between Purzer Pharmaceutical Co., Ltd. and the
                  Registrant(1)(3)

                                       10
<PAGE>
     EXHIBIT NO.                        DESCRIPTION
     -----------                        -----------
         10.14    Lease Agreement relating to premises located at 4001 SW 47th
                  Avenue, Ft. Lauderdale, Florida(1)

         10.15    Lease Agreement related to premises located at 4011 SW 47th
                  Avenue, Ft. Lauderdale, Florida(1)

         10.16    Lease Agreement relating to premises located at 3436
                  University Drive, Davie, Florida(1)

         10.17    Loan and Security Agreement by and between Congress Financial
                  Corporation (Florida) and the Registrant, as amended(1)

         10.18    ANCIRC General Partnership Agreement between Circa
                  Pharmaceuticals, Inc. and the Registrant, as amended(1)

         10.19    Research and Development Services Agreement dated as of July
                  8, 1994 by and between ANCIRC and the Registrant, as
                  amended(1)

         10.20    Manufacturing and Regulatory Approval Agreement dated as of
                  July 8, 1994 by and between Circa Pharmaceuticals, Inc. and
                  ANCIRC, as amended(1)

         10.21    Distribution and Marketing Agreement dated as of July 8, 1994
                  between ANCIRC and the Registrant, as amended(1)

         10.22    Patent and Know How License Agreement dated as of July 8, 1994
                  between ANCIRC and the Registrant, as amended(1)

         10.23    Patent and Know How License Agreement dated as of July 8, 1994
                  between Circa Pharmaceuticals, Inc. and ANCIRC, as amended(1)

         10.24    Securities Purchase Agreement dated as of July 8, 1994 between
                  the Registrant and Circa Pharmaceuticals, Inc.(1)

         10.25    Securities Purchase Agreement dated as of August 17, 1995
                  between the Registrant and Circa Pharmaceuticals, Inc.(1)

         10.26    Securities Purchase Agreement dated as of October 30, 1995
                  between the Registrant and Circa Pharmaceuticals, Inc.(1)

         10.27    Development Agreement between Sepracor, Inc. and the
                  Registrant(1)(3)

         10.28    Sixth Amendment to the Loan and Security Agreement by and
                  between Congress Financial Corporation (Florida) and
                  Registrant(4)

         10.29    Employment Agreement between the Registrant and Angelo C.
                  Malahias(5)*

         10.30    First Amendment to Lease Agreement relating to the premises
                  located at 3436 University Drive, Davie, Florida(5)

         10.31    Third Addendum to Lease between the Registrant and New Town
                  Commerce Centre, Ltd., relating to the premises at 4011 S.W.
                  47th Avenue, Davie, Florida(6)

         10.32    Fourth Addendum to Lease between the Registrant and New Town
                  Commerce Centre, Ltd., relating to the premises at 4011 S.W.
                  47th Avenue, Davie, Florida(6)

                                       11
<PAGE>
     EXHIBIT NO.                        DESCRIPTION
     -----------                        -----------
         10.33    Fifth Addendum to Lease between the Registrant and New Town
                  Commerce Centre, Ltd., relating to the premises at 4011 S.W.
                  47th Avenue, Davie, Florida(6)

         10.34    Lease by and between Registrant and New Town Commerce Center,
                  Ltd., relating to the premises located at 4111 S.W. 47th
                  Avenue, Davie, Florida(6)

         10.35    Amendment to Royalty Agreement between the Registrant and
                  Chih-Ming J. Chen, Ph.D.(7)

         10.36    Lease Agreement relating to premises located at 500 Blue Lake
                  Drive, Boca Raton, Florida(7)

         10.37    Lease Agreement relating to premises located at 2915 Weston
                  Road, Weston, Florida(7)

         10.38    Product Distribution, Development and Licensing Agreement
                  between Geneva Pharmaceuticals, Inc., the Global Generics
                  Sector of Norvartis AG and the Registrant.(3)(8)

         10.39    Lease Agreement relating to premises located at 180 Passaic
                  Avenue, Fairfield, New Jersey(9)

         10.40    Lease Agreement relating to premises located at 5000 Blue Lake
                  Drive, Suite 200, Boca Raton, Florida(9)

         10.41    Second Amendment to Lease Agreement relating to premises
                  located at 5000 Blue Lake Drive, Suite 200, Boca Raton,
                  Florida(9)

         10.42    2000 Stock Option Plan(11)*

         10.43    Intentionally omitted

         10.44    Intentionally omitted

         10.45    Tax Sharing Agreement(12)

         10.46    Intentionally omitted

         10.47    Intentionally omitted

         10.48    Intentionally omitted

         10.49    Intentionally omitted

         10.50    Lease Agreement Relating to Premises located at 4491 South
                  State Road 7, Suite #700, Ft. Lauderdale, Florida 33314(2)

         10.51    Second Amendment to General Partnership Agreement regarding
                  ANCIRC(2)

         10.52    CARAN General Partnership Agreement(2)

         10.53    Lease Agreement Relating to Premises located at 2945 West
                  Corporate Lakes Boulevard, Weston, Florida(2)

                                       12
<PAGE>
     EXHIBIT NO.                        DESCRIPTION
     -----------                        -----------
         10.54    Amendment to Tax Sharing Agreement(2)

         10.55    Lease Agreement Relating to Premises located at 3040 Universal
                  Boulevard, Suite #150, Weston, Florida(2)


         10.56    Cybearclub LC Joint Venture, as amended(15)

         10.57    Fulfillment and Telemarketing Service Agreement by and
                  between Anda, Inc. and Cybearclub LC(15)


         21.1     Subsidiaries of the Registrant(2)

         23.2     Consent of Arthur Andersen LLP(2)

-----------------------

          *       Management Compensation Plan or arrangement.

         (1)      Filed as an exhibit of the same number to Andrx Corporation's
                  Registration Statement on Form S-1 (File No. 333-03614) and
                  incorporated herein by reference.

         (2)      Filed as an exhibit of the same number in Andrx Corporation's
                  Report on Form 10-K for the year ended December 31, 2000
                  and incorporated herein by reference.


         (3)      A request for confidential treatment pursuant to Rule 406
                  under the Securities Act has been made and granted for certain
                  portions of this exhibit.

         (4)      Filed as an exhibit of the same number in Andrx Corporation's
                  Quarterly Report on Form 10-Q for the period ended September
                  30, 1996 and incorporated herein by reference.


         (5)      Filed as an exhibit of the same number in Andrx Corporation's
                  Report on Form 10-K for the year ended December 31, 1996 and
                  incorporated herein by reference.


         (6)      Filed as an exhibit of the same number in Andrx Corporation's
                  Report on Form 10-K for the year ended December 31, 1997 and
                  incorporated herein by reference.

         (7)      Filed as an exhibit of the same number in the Andrx
                  Corporation's Quarterly Report on Form 10-Q for the period
                  ended September 30, 1998 and incorporated herein by reference.

         (8)      Filed as an exhibit of the same number in the Andrx
                  Corporation's Quarterly Report on Form 10-Q for the period
                  ended June 30, 1999 and incorporated herein by reference.

         (9)      Filed as an exhibit to Cybear Inc.'s Annual Report on Form
                  10-K for the year ended December 31, 1999 and incorporated
                  herein by reference.

         (10)     Filed as an exhibit of the same number in Andrx Corporation's
                  Annual Report on Form 10-K for the year ended December 31,
                  1999 and incorporated herein by reference.

         (11)     Filed as Annex C to Andrx Corporation's Registration Statement
                  on Form S-4 (File No. 333-54926).

         (12)     Filed as an exhibit of the same number to Andrx Corporation's
                  Registration Statement on Form S-4 (File No. 333-38226).

         (13)     Filed as an exhibit of the same number to Andrx Corporation's
                  Form 8-A12G.

         (14)     Filed as an exhibit of the same number to Andrx Corporation's
                  Registration Statement on Form S-4 (File No. 333-54926).


         (15)     Filed herewith.


         (B)      Reports on Form 8-K

         None

         (C)      Item 601 Exhibits

         The exhibits required by Item 601 of Regulation S-K are set forth in
(A)(3) above

         (D)      Financial Statement Schedules

         The Financial Statement Schedules required by Regulation S-K are set
forth in (A)(2) above

                                       13
<PAGE>

                                   SIGNATURES


         Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this Amendment No. 1 to
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.


                         ANDRX CORPORATION


                         By:      /s/ Alan P. Cohen
                            ------------------------------------------------
                                  Alan P. Cohen
                                  Co-Chairman and Chief Executive Officer

                         By:      /s/ Angelo C. Malahias
                            ------------------------------------------------
                                  Angelo C. Malahias
                                  Vice President and Chief Financial Officer


Date:  April 30, 2001


                                       14
<PAGE>


                                 EXHIBIT INDEX
                                 -------------


     EXHIBIT NO.        DESCRIPTION
     -----------        -----------

         10.56    Cybearclub LC Joint Venture, as amended

         10.57    Fulfillment and Telemarketing Service Agreement by and
                  between Anda, Inc. and Cybearclub LC