Ownership Submission
FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Irish Stephanie Rast
 2. Date of Event Requiring Statement (Month/Day/Year)
01/09/2009		 3. Issuer Name and Ticker or Trading Symbol
Vanda Pharmaceuticals Inc. [VNDA]
(Last)
(First)
(Middle)
9605 MEDICAL CENTER DRIVE, SUITE 300		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Sr. VP, CFO, Treasurer
 5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

ROCKVILLE, MD 20850		 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Restricted Common Stock 40,000 (1)
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (Right to Buy)   (2) 02/01/2015 Common Stock 960 $ 0.331 D  
Employee Stock Option (Right to Buy)   (2) 12/29/2015 Common Stock 9,238 $ 4.7329 D  
Employee Stock Option (Right to Buy)   (2) 12/18/2016 Common Stock 10,000 $ 25.5 D  
Employee Stock Option (Right to Buy)   (3) 01/30/2017 Common Stock 11,000 $ 30.65 D  
Employee Stock Option (Right to Buy)   (3) 01/03/2018 Common Stock 17,405 $ 5.76 D  
Employee Stock Option (Right to Buy)   (2) 09/18/2018 Common Stock 17,405 $ 1.02 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Irish Stephanie Rast
9605 MEDICAL CENTER DRIVE, SUITE 300
ROCKVILLE, MD 20850		       Sr. VP, CFO, Treasurer  

Signatures

/s/ Stephanie R. Irish 01/20/2009
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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).
(1) These shares are represented by restricted stock units. 50% of such shares vest upon approval by the FDA of the NDA for iloperidone, Vanda Pharmaceuticals Inc.'s lead product candidate, and 50% of such shares vest on December 31, 2009. Upon a change of control of Vanda Pharmaceuticals Inc., 100% of the unvested restricted stock units will vest upon the consummation of the change in control.
(2) Exercisable with respect to 25% of the shares one year after the grant, exercisable with respect to an additional 2.08333% of the aggregate shares each month thereafter.
(3) The option vests each month with respect to 2.0833% of the aggregate option share total.

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