Mail Stop 6010

									March 9, 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.

Use of Proceeds - page 26

1. We note the revisions you made in response to comment 19.
However, you did not address all of the issues we raised.  Please
disclose how far along the development spectrum that you
anticipate
the proceeds will enable you to go.  Also, disclose whether
material
amounts of additional funding will be necessary to achieve the
purposes you have identified.  If so, disclose the amounts of
other
funds that will be necessary and the sources you will obtain them
from.

Capitalization - page 28

2. Please refer to your response to prior comment 22. The solid
lines
before and after "Accumulated deficit" were not moved to the
"Total
capitalization" line item as previously requested.  Also, the
Total
stockholders` equity and Total capitalization lines do not foot
since
the table excludes amounts for accumulated other comprehensive
loss,
and the amount for actual deferred compensation appears to be
incorrect. Please revise or advise us.

Selected consolidated financial data -  page 32
3. Please reinstate your balance sheet data disclosures as of
December 31, 2003.  Please refer to Rule 301 of Regulation S-K.

Quantitative and qualitative disclosures about market risk - page
47
4. Based on your disclosure on page 39, it appears that you may be
subject to foreign currency exchange rate risk.  Please provide
the
disclosures required by Rule 305 of Regulation S-K or disclose
that
your exposure to foreign currency exchange rate risk is not
material.

Critical accounting policies

Stock-based compensation - page 50
5. We are considering your response to prior comment 37.  Please
note
we are deferring a final evaluation of stock compensation and
other
costs recognized until the estimated offering price is specified
and
we may have further comment in this regard when the amendment
containing that information is filed.  Please address the
following:

a. We note in your response that you retroactively valued the
common
stock by discounting the estimated IPO price based on the timing
and
probabilities of major milestones or events compared to the
estimated
IPO price. Tell us the estimated IPO price, how you determined the
discount to the estimated IPO price and the significant
assumptions
used to forecast the probabilities of major milestones or events.

b. Since you did not obtain a contemporaneous valuation performed
by
an unrelated valuation specialist, please expand your disclosure
to
provide the following:


* Discuss the significant assumptions and methodologies used in
determining fair value.

* A discussion of each significant factor contributing to the
difference between the fair value as of the date of each grant and
the estimated IPO price.

* The reason management chose not to obtain a contemporaneous
valuation by an unrelated valuation specialist.

Business - page 53

License Agreements - page 65

6. We note your response to comment 28.  It remains unclear as to
whether you have revised the disclosure to describe all material
rights and obligations under the BMS agreement.  Please either
revise
the disclosure to include all material rights and obligations or
confirm that this is BMS` only material right under the agreement.

Principal stockholders - page 89

7. We have considered your response to comment 32.  Please revise
the
footnotes to disclose the extent of the named persons` ownership
interest in each of the funds.





*	*	*	*	*





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 9, 2006
Page 4