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 *   Clark William D 2. Date of Event Requiring Statement (Month/Day/Year) 04/12/2006 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, Chief Business Officer 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)

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
Nonqualified Stock Option (Right to Buy)	  (1)	09/01/2014	Common Stock	91,668 (5)	$ 0.33 (6)	D	Â
Nonqualified Stock Option (Right to Buy)	  (2)	02/10/2015	Common Stock	48,341 (5)	$ 0.33 (6)	D	Â
Nonqualified Stock Option (Right to Buy)	  (3)	09/28/2015	Common Stock	205,541 (5)	$ 0.33 (6)	D	Â
Nonqualified Stock Option (Right to Buy)	  (4)	12/29/2015	Common Stock	39,907 (5)	$ 4.73 (6)	D	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Clark William D 9605 MEDICAL CENTER DRIVE, SUITE 300 ROCKVILLE, MD 20850	Â	Â	  Sr VP, Chief Business Officer	Â

Signatures

/s/ William D. Clark		04/12/2006
**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)	Exercisable immediately with respect to 36,285 shares. Exercisable with respect to an additional 2.08333% of the aggregate option share total each month thereafter.
(2)	Exercisable immediately with respect to 14,099 shares. Exercisable with respect to an additional 2.08333% of the aggregate option share total each month thereafter.
(3)	Exercisable with respect to 25% of the shares on 9/28/06. Exercisable with respect to an additional 2.08333% of the aggregate option share total each month thereafter.
(4)	Exercisable with respect to 25% of the shares on 12/29/06. Exercisable with respect to an additional 2.08333% of the aggregate option share total each month thereafter.
(5)	Reflects a 1-for-3.309755 reverse stock split to occur immediately following the effectiveness of the registration statement covering the issuer's initial public offering.
(6)	Reflects the converted exercise price of each option share pursuant to the 1-for-3.309755 reverse stock split to occur immediately following the effectiveness of the registration statement covering the issuer's initial public offering.

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