AMLN Amylin Pharmaceuticals, Inc. (MM)

                As filed with the Securities and Exchange Commission on June 6, 2008      Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

AMYLIN PHARMACEUTICALS, INC.

(Exact Name Of Registrant As Specified In Its Charter)

Amylin Pharmaceuticals, Inc. Amended and Restated 2001 Equity Incentive Plan

(Full title of the plan)

Daniel M. Bradbury

President and Chief Executive Officer
Amylin Pharmaceuticals, Inc.
9360 Towne Centre Drive
San Diego, California 92121
Tel:  (858) 552-2200
Fax:  (858) 552-2212

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

CALCULATION OF REGISTRATION FEE

(1)                                   Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement also registers any additional shares of Registrant’s Common Stock that become issuable under the plan set forth herein by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration that increases the number of outstanding shares of Registrant’s Common Stock.

(2)                                   Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(h)(1) under the Securities Act.  The price per share and aggregate offering price are based upon the average of the high and low prices of Registrant’s Common Stock on June 3, 2008, as reported by the Nasdaq Global Select Market.

EXPLANATORY NOTE

                This Registration Statement on Form S-8 registers additional securities of the same class as other securities for which effective registration statements on Form S-8, relating to the Amylin Pharmaceuticals, Inc. Amended and Restated 2001 Equity Incentive Plan (the “Plan”), have been filed.  The contents of the Registration Statements on Form S-8 filed with the Securities and Exchange Commission on May 25, 2001 (No. 333-61660), August 18, 2003 (No. 333-108050), July 11, 2005 (No. 333-126513) and May 26, 2006 (No. 333-134528), each of which relate to the Plan, are incorporated herein by reference and made a part hereof.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8.  Exhibits

(1)                       Filed as an exhibit to our Registration Statement on Form S-1 (No. 33-44195) or amendments thereto, and incorporated herein by reference.

(2)                       Filed as an exhibit to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2001 and incorporated herein by reference.

(3)                       Filed as an exhibit to our Quarterly Report on Form 10-Q for the quarter ended June 30, 2007 and incorporated herein by reference.

(4)                       Filed as an exhibit to our Current Report on Form 8-K filed on October 31, 2007 and incorporated herein by reference.

(5)                       Filed as an exhibit to our Current Report on Form 8-K dated June 18, 2002 and incorporated herein by reference.

(6)                       Filed as an exhibit to our Annual Report on Form 10-K for the fiscal year ended December 31, 2002, and incorporated herein by reference.

(7)                       Filed as an exhibit to our Current Report on Form 8-K filed on March 13, 2008 and incorporated herein by reference.

(8)                       Filed as an exhibit to our Current Report on Form 8-K filed on May 30, 2008 and incorporated herein by reference.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Diego, State of California, on June 6, 2008.

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Daniel M. Bradbury, Mark G. Foletta and Marcea B. Lloyd , as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities, to sign any or all further amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

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EXHIBIT INDEX

(1)                       Filed as an exhibit to our Registration Statement on Form S-1 (No. 33-44195) or amendments thereto, and incorporated herein by reference.

(2)                       Filed as an exhibit to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2001 and incorporated herein by reference.

(3)                       Filed as an exhibit to our Quarterly Report on Form 10-Q for the quarter ended June 30, 2007 and incorporated herein by reference.

(4)                       Filed as an exhibit to our Current Report on Form 8-K filed on October 31, 2007 and incorporated herein by reference.

(5)                       Filed as an exhibit to our Current Report on Form 8-K dated June 18, 2002 and incorporated herein by reference.

(6)                       Filed as an exhibit to our Annual Report on Form 10-K for the fiscal year ended December 31, 2002, and incorporated herein by reference.

(7)                       Filed as an exhibit to our Current Report on Form 8-K filed on March 13, 2008 and incorporated herein by reference.

(8)                       Filed as an exhibit to our Current Report on Form 8-K filed on May 30, 2008 and incorporated herein by reference.

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