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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G/A

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c) and (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13(d)-2(b)

Under the Securities Exchange Act of 1934

BioScrip, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

533044108

(CUSIP Number)

November 8, 2006

(Date of Event Which Requires Filing of this Statement)

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

o Rule 13d-1(b)

þ Rule 13d-1(c)

o 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.		533044108		Page		2		of		11 pages


1	NAMES OF REPORTING PERSONS: Pabrai Investment Fund 3, Ltd.

	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a) o
	(b) þ

3	SEC USE ONLY:



4	CITIZENSHIP OR PLACE OF ORGANIZATION:

	British Virgin Islands

		5	SOLE VOTING POWER:

NUMBER OF			0

SHARES		6	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			107,767

EACH		7	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			0

WITH:		8	SHARED DISPOSITIVE POWER:

			107,767

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	107,767

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

	*%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	CO

* Less than one-tenth of one percent.


CUSIP No.		533044108		Page		3		of		11 pages


1	NAMES OF REPORTING PERSONS: Dalal Street, LLC

	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a) o
	(b) þ

3	SEC USE ONLY:



4	CITIZENSHIP OR PLACE OF ORGANIZATION:

	California

		5	SOLE VOTING POWER:

NUMBER OF			0

SHARES		6	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			107,767

EACH		7	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			0

WITH:		8	SHARED DISPOSITIVE POWER:

			107,767

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	107,767

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

	*%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	CO

* Less than one-tenth of one percent.


CUSIP No.		533044108		Page		4		of		11 pages


1	NAMES OF REPORTING PERSONS: Harina Kapoor

	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a) o
	(b) þ

3	SEC USE ONLY:



4	CITIZENSHIP OR PLACE OF ORGANIZATION:

	United States

		5	SOLE VOTING POWER:

NUMBER OF			0

SHARES		6	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			1

EACH		7	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			0

WITH:		8	SHARED DISPOSITIVE POWER:

			1

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	1*

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

	**%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	IN

* Includes 1 share of common stock held by the IRA FBO Harina Kapoor.

** Less than one-tenth of one percent.


CUSIP No.		533044108		Page		5		of		13 pages


1	NAMES OF REPORTING PERSONS: Mohnish Pabrai

	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a) o
	(b) þ

3	SEC USE ONLY:



4	CITIZENSHIP OR PLACE OF ORGANIZATION:

	United States

		5	SOLE VOTING POWER:

NUMBER OF			0

SHARES		6	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			107,768

EACH		7	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			0

WITH:		8	SHARED DISPOSITIVE POWER:

			107,768

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	107,768*

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

	**%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	IN

* Includes 1 share of common stock held by the IRA FBO Harina Kapoor.

** Less than one-tenth of one percent.


CUSIP No. 533044108		Page 6 of 11 pages



Item 1. (a)	Name of Issuer.	BioScrip, Inc.
Item 1. (b)	Address of Issuer’s Principal Executive Offices.	100 Clearbrook Road, Elmsford, New York

Item 2. (a) Name of Person Filing.

This Schedule 13G is filed on behalf of Pabrai Investment Fund 3, Ltd., a British Virgin Islands corporation (“PIF3”), Dalal Street, LLC, a California limited liability company (“Dalal”), which is sole investment manager of PIF3, Harina Kapoor, and Mohnish Pabrai, sole shareholder and chief executive officer of Dalal and a shareholder and president of PIF3 (collectively, the “Reporting Persons”), pursuant to a Joint Reporting Agreement dated February 14, 2007, filed by the Reporting Persons as Exhibit A to this Schedule 13G.

Item 2. (b) Address of Principal Business Office or, if none, Residence.

     114 Pacifica
     Suite 240
     Irvine, CA 92618-3321

Item 2. (c) Citizenship.

PIF3 is a British Virgin Islands corporation. Dalal is a California limited liability company. Mohnish Pabrai is a United States citizen and his wife, Harina Kapoor, is also a United States citizen.

Item 2. (d) Title of Class of Securities. Common Stock, par value $.0001 per share.

Item 2. (e) CUSIP Number. 533044108

Item 3. If this Statement is fled pursuant to Rule 13d-1(b), 13d-2(b) or (c), check whether the person filing is a:

Not applicable.

Item 4. Ownership.

(a) and (b).

This Schedule 13G shall not be construed as an admission that any Reporting Person is, either for purposes of Section 13(d) or 13(g) of the Exchange Act of 1934, as amended (the “Act”) or for other purposes, is the beneficial owner of any securities covered by this statement. By virtue of the relationships between and among (i) Dalal in its capacity as the general partner and investment manager of PIF3, (ii) Mohnish Pabrai, in his capacity as sole shareholder and chief executive officer of Dalal and president of PIF3 and (iii) the other Reporting Persons, as further described in Item 2(a), each of the Reporting Persons


CUSIP No. 533044108		Page 7 of 11 pages

may be deemed to be the beneficial owner of all or a portion of the Common Units held by the other Reporting Persons. Because of the relationships described in Item 2(a), the Reporting Persons may be deemed to constitute a “group” within the meaning of Rule 13d-5 under the Act, and as such, each member of the group would be deemed to beneficially own, in the aggregate, all the Common Units held by members of the group. The Reporting Persons disclaim membership in a group and disclaim beneficial ownership of any of the Common Units except as follows.


	Common Stock
Reporting Person	Beneficially Owned			% of Class (‡)

Pabrai Investment Fund 3, Ltd.		107,767			*

Dalal Street, LLC		107,767			*

Harina Kapoor		1	**		*

Mohnish Pabrai		107,768	**		*


‡		All percentages in this table are based on the 37,401,331 shares of Common Stock of BioScrip, Inc. issued and outstanding as of November 7, 2006, as reported in the Form 10-Q for the quarterly period ended September 30, 2006 filed by BioScrip, Inc. with the Securities and Exchange Commission on November 9, 2006.

*		Less than one-tenth of one percent.

**		Includes 1 share of common stock held by the IRA FBO Harina Kapoor.

(c) Dalal Street, LLC and Mohnish Pabrai, in his capacity as chief executive officer of Dalal Street, Inc., have the shared power to vote or to direct the vote and the shared power to dispose or to direct the disposition of the shares of Common Stock set forth opposite the name of PIF3 in the table above. Dalal Street, LLC and Mohnish Pabrai disclaim beneficial ownership of any such shares of Common Stock except to the extent of their pecuniary interest therein, if any. Harina Kapoor, in her capacity as account holder, and Mohnish Pabrai, in his capacity as husband and advisor, have the shared power to vote or to direct the vote and the shared power to dispose or to direct the disposition of the share of Common Stock held by the IRA FBO Harina Kapoor. Mohnish Pabrai disclaims beneficial ownership of such share of Common Stock held by the IRA FBO Harina Kapoor except to the extent of his pecuniary interest therein, if any.

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: o

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

Not applicable.


CUSIP No. 533044108		Page 8 of 11 pages


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

Not applicable.

Item 8. Identification and Classification of Members of the Group.

This Schedule 13G is being filed jointly pursuant to Rule 13d-1(k). As a result of the relationships among the Reporting Persons described herein, some or all of the Reporting Persons may be deemed to comprise a “group” within the meaning of Section 13 of the Act and the Rules promulgated thereunder. However, the Reporting Persons deny such group status.

Item 9. Notice of Dissolution of Group.

Not applicable.

Item 10. Certifications.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.


CUSIP No. 533044108		Page 9 of 11 pages

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.

Dated: February 14, 2007

PABRAI INVESTMENT FUND 3, LTD.

By:

/s/ Mohnish Pabrai

Mohnish Pabrai, President

DALAL STREET, LLC

By:

/s/ Mohnish Pabrai

Mohnish Pabrai, Chief Executive Officer

/s/ Harina Kapoor

Harina Kapoor

/s/ Mohnish Pabrai

Mohnish Pabrai


CUSIP No. 533044108		Page 10 of 11 pages

EXHIBIT INDEX


EXHIBIT		DESCRIPTION


EXHIBIT A		JOINT REPORTING AGREEMENT

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CUSIP No. 533044108		Page 11 of 11 pages

EXHIBIT A
JOINT REPORTING AGREEMENT

This will confirm the agreement by and among the undersigned that the Schedule 13G filed on or about this date with respect to the beneficial ownership of the undersigned of shares of Common Stock of BioScrip, Inc. is being filed on behalf of each of the parties named below.

Dated: February 14, 2007

PABRAI INVESTMENT FUND 3, LTD.

By:

/s/ Mohnish Pabrai

Mohnish Pabrai, President

DALAL STREET, LLC

By:

/s/ Mohnish Pabrai

Mohnish Pabrai, Chief Executive Officer

/s/ Harina Kapoor

Harina Kapoor

/s/ Mohnish Pabrai

Mohnish Pabrai