UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

PDL BioPharma, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

69329Y104

(CUSIP Number)

Michael Colvin
Highland Capital Management, L.P.
Two Galleria Tower
13455 Noel Road, Suite 800
Dallas, Texas 75240
(972) 628-4100

(Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications)

December 13, 2007

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), (f) or (g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7(b) for other parties to whom copies are to be sent.

*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 disclosures provided in a prior cover page.

The information required on 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.		69329Y104		Page		2		of		10

CUSIP No.		69329Y104		Page		3		of		10

CUSIP No.		69329Y104		Page		4		of		10

CUSIP No.		69329Y104		Page		5		of		10

(1)

The Reporting Persons may be deemed to be the beneficial owners of the shares of the Issuer’s Common Stock beneficially owned by the other Reporting Persons. However, with respect to the matters described herein, no other Reporting Person may bind, obligate or take any action, directly or indirectly, on behalf of Highland Distressed Opportunities, Inc. The Reporting Person expressly disclaims membership in a group with respect to the Issuer or securities of the Issuer for the purpose of Section 13(d) or 13(g) of the Act.

CUSIP No.		69329Y104		Page		6		of		10

(1)

The Reporting Persons may be deemed to be the beneficial owners of the shares of the Issuer’s Common Stock beneficially owned by the other Reporting Persons. However, with respect to the matters described herein, no other Reporting Person may bind, obligate or take any action, directly or indirectly, on behalf of Highland Equity Opportunities Fund. The Reporting Person expressly disclaims membership in a group with respect to the Issuer or securities of the Issuer for the purpose of Section 13(d) or 13(g) of the Act.

CUSIP No.		69329Y104		Page		7		of		10

CUSIP No.		69329Y104		Page		8		of		10

This Amendment No. 2 to Schedule 13D is jointly filed by and on behalf of each reporting person to amend and/or supplement the Schedule 13D relating to shares of Common Stock of the Issuer filed by such reporting person with the Securities and Exchange Commission on October 29, 2007, and amended on December 12, 2007 (as amended, the “Schedule 13D”). Capitalized terms used and not defined herein shall have the meanings assigned to such terms in the Schedule 13D. Except as otherwise provided herein, all Items of the Schedule 13D remain unchanged.

Item 3. Source and Amount of Funds or Other Consideration.

     Item 3 is amended and restated in its entirety as follows:

     The Reporting Persons have acquired an aggregate of 9,443,539 shares of Common Stock (the “Shares”), which are reported herein, in open market transactions for an aggregate purchase price of approximately $206,071,022 with a combination of funds from accounts managed by Highland Capital.

Item 5. Interest in Securities of the Issuer.

Sections (b), (d) and (e) of Item 5 remain unchanged.

Section (a) of Item 5 is amended and restated in its entirety as follows:

(a) The aggregate number and percentage of shares of Common Stock beneficially owned by each Reporting Person:

See the disclosure provided in response to Items 11 and 13 on the attached cover page(s).

Section (c) of Item 5 is amended and restated in its entirety as follows:

     (c) The following table describes transactions in the Common Stock that were effected during the past sixty days or since the most recent filing of Schedule 13D, whichever is less, by the persons named in response to paragraph (a) of this Item 5.

						Number of
Transaction				Number of		Shares		Price Per		Description of
Date		Reporting Person		Shares Acquired		Disposed		Share ($)		Transaction
12/10/2007		Highland Capital		250,000				$18.2695		Open Market
12/11/2007		Highland Capital		850,000				$18.2476		Open Market
12/12/2007		Highland Capital		80,300				$18.4801		Open Market
12/12/2007		Highland Capital		610,300				$18.4979		Open Market
12/12/2007		Highland Capital		9,400				$18.3966		Open Market
12/13/2007		Highland Capital		300,000				$17.8559		Open Market

SIGNATURES

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.

Date: December 18, 2007

Highland Multi-Strategy Onshore Master SubFund, L.L.C.

By:    Highland Multi-Strategy Master Fund, L.P., its managing member
By:    Highland Multi-Strategy Fund GP, L.P., its general partner
By:    Highland Multi-Strategy Fund GP, L.L.C., its general partner
By:    Highland Capital Management, L.P., its sole member
By:    Strand Advisors, Inc., its general partner

Highland Multi-Strategy Master Fund, L.P.

By:    Highland Multi-Strategy Fund GP, L.P., its general partner
By:    Highland Multi-Strategy Fund GP, L.L.C., its general partner
By:    Highland Capital Management, L.P., its sole member
By:    Strand Advisors, Inc., its general partner

Highland Funds I, on behalf of its Highland Equity Opportunities Fund Series

Highland Distressed Opportunities Fund, Inc.

Highland Capital Management, L.P.

By:    Strand Advisors, Inc., its general partner

Strand Advisors, Inc.

James D. Dondero