As filed with the Securities and Exchange Commission on January 14, 2000
                                                 Registration No. 333-__________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                 ---------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                 ---------------

                              ORPHAN MEDICAL, INC.
             (Exact name of registrant as specified in its charter)

                  Minnesota                             41-1784594
        (State or other jurisdiction                 (I.R.S. Employer
      of incorporation or organization)             Identification No.)

                              13911 Ridgedale Drive
                           Minnetonka, Minnesota 55305
                    (Address of Principal Executive Offices)

                ORPHAN MEDICAL, INC. EMPLOYEE STOCK PURCHASE PLAN
                            (full title of the plan)


         Mr. John Howell Bullion                          Copy to:
         Chief Executive Officer                    John T. Kramer, Esq.
          Orphan Medical, Inc.                      Dorsey & Whitney LLP
          13911 Ridgedale Drive                    Pillsbury Center South
       Minnetonka, Minnesota 55305                 220 South Sixth Street
 (Name and address of agent for service)      Minneapolis, Minnesota 55402-1498

                                                      (612) 340-8702
(Telephone number, including area code, of agent for service)

                              --------------------


                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
    Title of                              Proposed             Proposed
   securities        Amount to be     Maximum Offering     Maximum Aggregate          Amount of
to be registered    registered (1)   Price per Share (2)   Offering Price (2)   Registration Fee (2)
----------------------------------------------------------------------------------------------------
<S>                     <C>                 <C>               <C>                       <C>
  Common Stock
($.01 par value)        200,000             $5.44             $1,088,000                $288
----------------------------------------------------------------------------------------------------
</TABLE>

(1)      The number of shares being registered represents the number of shares
         of Common Stock that may be issued pursuant to the Orphan Medical, Inc.
         Employee Stock Purchase Plan (the "Plan").

(2)      Determined pursuant to Rule 457(c), based on the average of the high
         and low sale prices of the Common Stock as reported on the Nasdaq
         National Market System on January 10, 2000.

<PAGE>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.           Incorporation of Certain Documents by Reference

         The following documents, which have been filed by Orphan Medical, Inc.
(the "Company") with the Securities and Exchange Commission, are hereby
incorporated by reference in this Registration Statement:

         1.       Annual Report on Form 10-K for the year ended December 31,
                  1998;

         2.       Quarterly Reports on Form 10-Q for the quarters ended March
                  31, 1999, June 30, 1999 and September 30, 1999;

         3.       The Proxy Statement of the Company for the annual meeting of
                  stockholders held May 26, 1999; and

         4.       The description of the Company's Common Stock contained in the
                  Company's Registration Statement on Form S-1, dated March 11,
                  1996 (File No. 333-2200), and any amendment or report filed to
                  update such description filed subsequent to the date of this
                  Prospectus and prior to the termination of the offering of the
                  Common Stock offered hereby.

         All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), subsequent to the date hereof and prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference herein and to be a part hereof from the respective
dates of filing of such documents. Any statement contained herein or in a
document all or part of which is incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this Registration Statement to the extent that a statement contained herein or
in any subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.


Item 4.           Description of Securities

         Not applicable.

Item 5.           Interests of Named Experts and Counsel

         Not applicable.

Item 6.           Indemnification of Directors and Officers

         Section 302A.521 of the Minnesota Business Corporation Act provides
that, unless prohibited or limited by a corporation's articles of incorporation
or bylaws, a corporation must indemnify its current and former officers,
directors, employees and agents against expenses (including attorneys' fees),
judgments, penalties, fines and amounts paid in settlement and which were
incurred in connection with actions, suits or proceedings in which such person
are parties by reason of the fact that they are or were an officer, director,
employee or agent of the corporation, if they (i) have not been indemnified by
another organization, (ii) acted in good faith, (iii) received no improper
personal


                                       -1-
<PAGE>


benefit, (iv) in the case of a criminal proceeding, had no reasonable cause to
believe the conduct was unlawful, and (v) reasonably believed that the conduct
was in the best interests of the corporation. Section 302A.521 also permits a
corporation to purchase and maintain insurance on behalf of its officers,
directors, employees and agents against any liability which may be asserted
against, or incurred by, such persons in their capacities as officers,
directors, employees and agents of the corporation, whether or not the
corporation would have been required to indemnify the person against the
liability under the provisions of such section.

Item 7.           Exemption from Registration Claimed

         Not applicable.

Item 8.           Exhibits

 Exhibit No.      Description
 -----------      -----------

    5.1           Opinion of Dorsey & Whitney LLP
   23.1           Consent of Counsel to the Company (included in Exhibit 5.1)
   23.2           Consent of Independent Accountants
   24.1           Power of Attorney (included in signature page)

Item 9.  Undertakings

A. The undersigned registrant hereby undertakes:

         (1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:

                  (i)      To include any prospectus required by Section
                           10(a)(3) of the Securities Act;

                  (ii)     To reflect in the prospectus any facts or events
                           arising after the effective date of the Registration
                           Statement (or the most recent post-effective
                           amendment thereof) which, individually or in the
                           aggregate, represent a fundamental change in the
                           information set forth in the Registration Statement.
                           Notwithstanding the foregoing, any increase or
                           decrease in volume of securities offered (if the
                           total dollar value of securities offered would not
                           exceed that which was registered) and any deviation
                           from the low or high end of the estimated maximum
                           offering range may be reflected in the form of
                           prospectus filed with the Securities and Exchange
                           Commission pursuant to Rule 424(b) of the Securities
                           Act if, in the aggregate, the changes in volume and
                           price represent no more than a 20% change in the
                           maximum aggregate offering price set forth in the
                           "Calculation of Registration Fee" table in the
                           effective Registration Statement; and

                  (iii)    To include any material information with respect to
                           the plan of distribution not previously disclosed in
                           the Registration Statement or any material change to
                           such information in the Registration Statement.

Provided, however, that paragraphs A(1)(i) and A(1)(ii) above will not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in the Registration Statement.


                                       -2-
<PAGE>


         (2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

B. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in the Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

C. Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or other controlling person of the
registrant in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.


                                       -3-
<PAGE>


                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, 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 Minnetonka, State of Minnesota, on January 14, 2000.

                                       Orphan Medical, Inc.


                                       By: /s/ John Howell Bullion
                                           -------------------------------------
                                           John Howell Bullion
                                           Chief Executive Officer

                                POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints John Howell Bullion and Tim
McGrath, and each of them (with full power to each of them to act alone), his or
her true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities (including his or her capacity as a
director and/or officer of Orphan Medical, Inc.), to sign any or all amendments
(including post-effective amendments) to a registration statement, on Form S-8
for the sale of shares of Orphan Medical, Inc. Common Stock pursuant to the
Orphan Medical, Inc. Employee Stock Purchase Plan, and to file the same, with
all exhibits thereto, and other documents and instrument in connection
therewith, with the Securities and Exchange Commission (or any other
governmental or regulatory authority), 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
in order to effectuate the same, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their or his 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 stated and on January 14, 2000.


SIGNATURE                                        Title

 /s/ John Howell Bullion            Chief Executive Officer and Director
-------------------------------     (principal executive officer)
John Howell Bullion

 /s/ Tim McGrath                    Chief Financial Officer,
-------------------------------     (principal financial and accounting officer)
Tim McGrath

 /s/ Michael Greene
-------------------------------
Michael Greene                      Director

 /s/ W. Leigh Thompson
-------------------------------
W. Leigh Thompson                   Director

 /s/ Julius A. Vida
-------------------------------
Julius A. Vida, Ph.D.               Director

 /s/ William M. Wardell
-------------------------------
William M. Wardell                  Director


 /s/ Lawrence C. Weaver
-------------------------------
Lawrence C. Weaver                  Director


                                       -4-
<PAGE>


                                  EXHIBIT INDEX


Exhibit Number                        Description
--------------                        -----------

    5.1             Opinion of Dorsey & Whitney LLP

   23.1             Consent of Counsel to the Company (included in Exhibit 5.1)

   23.2             Consent of Independent Accountants


                                      -5-
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 15800}]
{"company-data": {"conformed-name": "ORPHAN MEDICAL INC", "cik": "0000929548", "assigned-sic": "2834", "irs-number": "411784594", "state-of-incorporation": "MN", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-94759", "film-number": "508102"}, "business-address": {"street1": "13911 RIDGEDALE DR STE 475", "city": "MINNETONKA", "state": "MN", "zip": "55305", "phone": "6125411868"}, "mail-address": {"street1": "13911 RIGEDALE DR", "street2": "STE 475", "city": "MINNETONKA", "state": "MN", "zip": "55305"}}
As filed with the Securities and Exchange Commission on January 14, 2000
                                                 Registration No. 333-__________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                 ---------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                 ---------------

                              ORPHAN MEDICAL, INC.
             (Exact name of registrant as specified in its charter)

                  Minnesota                             41-1784594
        (State or other jurisdiction                 (I.R.S. Employer
      of incorporation or organization)             Identification No.)

                              13911 Ridgedale Drive
                           Minnetonka, Minnesota 55305
                    (Address of Principal Executive Offices)

                ORPHAN MEDICAL, INC. EMPLOYEE STOCK PURCHASE PLAN
                            (full title of the plan)

         Mr. John Howell Bullion                          Copy to:
         Chief Executive Officer                    John T. Kramer, Esq.
          Orphan Medical, Inc.                      Dorsey & Whitney LLP
          13911 Ridgedale Drive                    Pillsbury Center South
       Minnetonka, Minnesota 55305                 220 South Sixth Street
 (Name and address of agent for service)      Minneapolis, Minnesota 55402-1498

                                                      (612) 340-8702
(Telephone number, including area code, of agent for service)

                              --------------------

                         CALCULATION OF REGISTRATION FEE
Title of                              Proposed             Proposed
   securities        Amount to be     Maximum Offering     Maximum Aggregate          Amount of
to be registered    registered (1)   Price per Share (2)   Offering Price (2)   Registration Fee (2)
----------------------------------------------------------------------------------------------------
Common Stock
($.01 par value)        200,000             $5.44             $1,088,000                $288
----------------------------------------------------------------------------------------------------
(1)      The number of shares being registered represents the number of shares
         of Common Stock that may be issued pursuant to the Orphan Medical, Inc.
         Employee Stock Purchase Plan (the "Plan").

(2)      Determined pursuant to Rule 457(c), based on the average of the high
         and low sale prices of the Common Stock as reported on the Nasdaq
         National Market System on January 10, 2000.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.           Incorporation of Certain Documents by Reference

         The following documents, which have been filed by Orphan Medical, Inc.
(the "Company") with the Securities and Exchange Commission, are hereby
incorporated by reference in this Registration Statement:

         1.       Annual Report on Form 10-K for the year ended December 31,
                  1998;

         2.       Quarterly Reports on Form 10-Q for the quarters ended March
                  31, 1999, June 30, 1999 and September 30, 1999;

         3.       The Proxy Statement of the Company for the annual meeting of
                  stockholders held May 26, 1999; and

         4.       The description of the Company's Common Stock contained in the
                  Company's Registration Statement on Form S-1, dated March 11,
                  1996 (File No. 333-2200), and any amendment or report filed to
                  update such description filed subsequent to the date of this
                  Prospectus and prior to the termination of the offering of the
                  Common Stock offered hereby.

         All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), subsequent to the date hereof and prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference herein and to be a part hereof from the respective
dates of filing of such documents. Any statement contained herein or in a
document all or part of which is incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this Registration Statement to the extent that a statement contained herein or
in any subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.

Item 4.           Description of Securities

         Not applicable.

Item 5.           Interests of Named Experts and Counsel

         Not applicable.

Item 6.           Indemnification of Directors and Officers

         Section 302A.521 of the Minnesota Business Corporation Act provides
that, unless prohibited or limited by a corporation's articles of incorporation
or bylaws, a corporation must indemnify its current and former officers,
directors, employees and agents against expenses (including attorneys' fees),
judgments, penalties, fines and amounts paid in settlement and which were
incurred in connection with actions, suits or proceedings in which such person
are parties by reason of the fact that they are or were an officer, director,
employee or agent of the corporation, if they (i) have not been indemnified by
another organization, (ii) acted in good faith, (iii) received no improper
personal

                                       -1-
benefit, (iv) in the case of a criminal proceeding, had no reasonable cause to
believe the conduct was unlawful, and (v) reasonably believed that the conduct
was in the best interests of the corporation. Section 302A.521 also permits a
corporation to purchase and maintain insurance on behalf of its officers,
directors, employees and agents against any liability which may be asserted
against, or incurred by, such persons in their capacities as officers,
directors, employees and agents of the corporation, whether or not the
corporation would have been required to indemnify the person against the
liability under the provisions of such section.

Item 7.           Exemption from Registration Claimed

         Not applicable.

Item 8.           Exhibits

 Exhibit No.      Description
 -----------      -----------

    5.1           Opinion of Dorsey & Whitney LLP
   23.1           Consent of Counsel to the Company (included in Exhibit 5.1)
   23.2           Consent of Independent Accountants
   24.1           Power of Attorney (included in signature page)

Item 9.  Undertakings

A. The undersigned registrant hereby undertakes:

         (1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:

                  (i)      To include any prospectus required by Section
                           10(a)(3) of the Securities Act;

                  (ii)     To reflect in the prospectus any facts or events
                           arising after the effective date of the Registration
                           Statement (or the most recent post-effective
                           amendment thereof) which, individually or in the
                           aggregate, represent a fundamental change in the
                           information set forth in the Registration Statement.
                           Notwithstanding the foregoing, any increase or
                           decrease in volume of securities offered (if the
                           total dollar value of securities offered would not
                           exceed that which was registered) and any deviation
                           from the low or high end of the estimated maximum
                           offering range may be reflected in the form of
                           prospectus filed with the Securities and Exchange
                           Commission pursuant to Rule 424(b) of the Securities
                           Act if, in the aggregate, the changes in volume and
                           price represent no more than a 20% change in the
                           maximum aggregate offering price set forth in the
                           "Calculation of Registration Fee" table in the
                           effective Registration Statement; and

                  (iii)    To include any material information with respect to
                           the plan of distribution not previously disclosed in
                           the Registration Statement or any material change to
                           such information in the Registration Statement.

Provided, however, that paragraphs A(1)(i) and A(1)(ii) above will not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in the Registration Statement.

                                       -2-
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

B. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in the Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

C. Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or other controlling person of the
registrant in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.

                                       -3-
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, 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 Minnetonka, State of Minnesota, on January 14, 2000.

                                       Orphan Medical, Inc.

                                       By: /s/ John Howell Bullion
                                           -------------------------------------
                                           John Howell Bullion
                                           Chief Executive Officer

                                POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints John Howell Bullion and Tim
McGrath, and each of them (with full power to each of them to act alone), his or
her true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities (including his or her capacity as a
director and/or officer of Orphan Medical, Inc.), to sign any or all amendments
(including post-effective amendments) to a registration statement, on Form S-8
for the sale of shares of Orphan Medical, Inc. Common Stock pursuant to the
Orphan Medical, Inc. Employee Stock Purchase Plan, and to file the same, with
all exhibits thereto, and other documents and instrument in connection
therewith, with the Securities and Exchange Commission (or any other
governmental or regulatory authority), 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
in order to effectuate the same, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their or his 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 stated and on January 14, 2000.

SIGNATURE                                        Title

 /s/ John Howell Bullion            Chief Executive Officer and Director
-------------------------------     (principal executive officer)
John Howell Bullion

 /s/ Tim McGrath                    Chief Financial Officer,
-------------------------------     (principal financial and accounting officer)
Tim McGrath

 /s/ Michael Greene
-------------------------------
Michael Greene                      Director

 /s/ W. Leigh Thompson
-------------------------------
W. Leigh Thompson                   Director

 /s/ Julius A. Vida
-------------------------------
Julius A. Vida, Ph.D.               Director

 /s/ William M. Wardell
-------------------------------
William M. Wardell                  Director

 /s/ Lawrence C. Weaver
-------------------------------
Lawrence C. Weaver                  Director

                                       -4-
EXHIBIT INDEX

Exhibit Number                        Description
--------------                        -----------

    5.1             Opinion of Dorsey & Whitney LLP

   23.1             Consent of Counsel to the Company (included in Exhibit 5.1)

   23.2             Consent of Independent Accountants

                                      -5-