Mail Stop 6010

									March 28, 2006


Mihael H. Polymeropoulos, M.D.
Vanda Pharmaceuticals Inc.
9620 Medical Center Drive - Suite 201
Rockville, MD  20850


Re:  	Vanda Pharmaceuticals Inc.
Amendment No. 1 to Form S-1 Registration Statement
	File No. 333-130759


Dear Dr. Polymeropoulos:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

1. Please include an accountant`s report with no restrictive
legend
and a currently dated and signed consent in the amendment for
which
effectiveness will be requested.


*	*	*	*	*





As appropriate, please amend your registration statement in
response
to these comments.  You may wish to provide us with marked copies
of
the amendment to expedite our review.  Please furnish a cover
letter
with your amendment that keys your responses to our comments and
provides any requested supplemental information.  Detailed cover
letters greatly facilitate our review.  Please file your cover
letter
on EDGAR under the form type label CORRESP.  Please understand
that
we may have additional comments after reviewing your amendment and
responses to our comments.

You may contact Frank Wyman at (202) 551-3660, or Donald Abbott at
(202) 551-3608 if you have questions regarding comments on the
financial statements and related matters.  Please contact Mary
Fraser
at (202) 551-3609, or me at (202) 551-3710 with any other
questions.


								Sincerely,




								Jeffrey P. Riedler
								Assistant Director



Cc:	Steven Baglio, Esq.
	Gunderson Dettmer Stough Villeneuve Franklin & Hachigian LLP
	610 Lincoln Street
	Waltham, Massachusetts 94025
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Mihael H. Polymeropoulos, M.D.
Vanda Pharmaceuticals Inc.
March 28, 2006
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