As filed with the Securities and Exchange Commission on July 5, 2000

                                           Registration Statement No. 333-_____


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

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                    FIRST HORIZON PHARMACEUTICAL CORPORATION
             (Exact name of registrant as specified in its charter)

        DELAWARE                                                58-2004779
(State or Other Jurisdiction of                               (I.R.S. Employer
Incorporation or Organization)                               Identification No.)

                         660 HEMBREE PARKWAY, SUITE 106
                             ROSWELL, GEORGIA 30076

   (Address, including zip code, of registrant's principal executive offices)

                      1997 NON-QUALIFIED STOCK OPTION PLAN
                                 2000 STOCK PLAN
                              (Full Title of Plan)

                             MAHENDRA G. SHAH, PH.D.
                         660 HEMBREE PARKWAY, SUITE 106
                             ROSWELL, GEORGIA 30076
                                 (770) 442-9707
          (Name and address, including zip code, and telephone number,
                   including area code, of agent for service)

                                    COPY TO:

                              STEPHEN D. FOX, ESQ.
                          ARNALL GOLDEN & GREGORY, LLP
                            2800 ONE ATLANTIC CENTER
                           1201 WEST PEACHTREE STREET
                           ATLANTA, GEORGIA 30309-3450

<TABLE>
<CAPTION>
<S>                                <C>               <C>                   <C>                     <C>
                         CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------------------------------------------
                                                     Proposed maximum      Proposed maximum        Amount of
Title of each class of             Amount to be      offering price per    aggregate               registration
securities                         registered        share (1)             offering price (1)      fee
------------------------------------------------------------------------------------------------------------------------

Common Stock, $.001 par value      1,758,000(2)      $9.9844               $17,552,575             $4,633.88
Common Stock, $.001 par value      2,000,000(3)      $9.9844               $19,968,800             $5,271.76
Total                              3,758,000         $9.9844               $37,521,375             $9,905.64
------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  Estimated  solely for purposes of calculating the registration fee pursuant
     to Rule 457 (c) and (h) based on the  average of the bid and asked price of
     the  Company's  Common  Stock on June 29,  2000,  as reported by The Nasdaq
     Stock Market.

(2)  Includes shares of Common Stock underlying  options  outstanding  under the
     1997 Non-Qualified Stock Option Plan.

(3)  Includes shares of Common Stock issuable under the 2000 Stock Plan.

<PAGE>






                                     PART II

Item 3. Incorporation of Documents by Reference.

     The following  documents filed with the Securities and Exchange  Commission
are hereby incorporated by reference:

     (a) The  Company's  prospectus  filed  pursuant  to Rule  424(b)  under the
Securities  Act of 1933,  as  amended  (the  "Act"),  on June 1, 2000  (File No.
333-30764);

     (b) The  description  of the  Registrant's  Common  Stock  set forth in the
Registrant's  Form 8-A Registration  Statement (File No.  000-30123) filed March
27, 2000.

     All documents  subsequently  filed by the  Registrant  pursuant to Sections
13(a),  13(c),  14 and 15(d) of the Securities  Exchange Act of 1934, as amended
(the  "Exchange  Act"),  after  the  filing  hereof  and  prior to a filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which de-registers all securities remaining unsold, shall be deemed
to be incorporated by reference  herein and to be a part hereof from the date of
the filing of such reports and documents.

Item 4. Description of Securities.

     Not applicable.

Item 5. Interests of Named Experts and Counsel.

     Not applicable.

Item 6. Indemnification of Directors and Officers.

     As permitted by Delaware  law, the  Registrant's  Restated  Certificate  of
Incorporation  provides  that no director of the  Registrant  will be personally
liable to the Registrant or its  stockholders for monetary damages for breach of
fiduciary duty as a director, except for liability (a) for any breach of duty of
loyalty to First Horizon or to its  stockholders,  (b) for acts or omissions not
in good faith or that involve  intentional  misconduct or a knowing violation of
law, (c) under Section 174 of the Delaware  General  Corporation Law, or (d) for
any transaction  from which the director derived an improper  personal  benefit.
The Registrant's Restated Certificate of Incorporation further provides that the
Registrant must indemnify its directors and executive officers and may indemnify
its other officers and employees and agents to the fullest  extent  permitted by
Delaware  law.  The  Registrant  maintains a policy of  directors  and  officers
insurance that provides insurance against certain expenses and liabilities which
may be incurred by directors and officers.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933,  as  amended,  may be  permitted  to  directors,  officers  or  persons
controlling the Registrant pursuant to the foregoing  provisions of the Delaware
General  Corporation Law and the  Registrant's  Bylaws,  the Registrant has been
informed  that  indemnification  is considered  by the  Securities  and Exchange
Commission to be against public policy and therefore unenforceable.

                                      II-1
<PAGE>

Item 7. Exemption from Registration Claimed.

     Not applicable.

Item 8. Exhibits.

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

         5           Opinion of counsel as to legality of the
                     securities being registered

         10.1        2000 Stock Plan

         10.2        1997 Non-Qualified Stock Option Plan

         23.1        Consent  of  Arnall  Golden &  Gregory,  LLP
                     (included in opinion filed as Exhibit 5)

         23.2        Consent of Arthur Andersen LLP

         24          Power of Attorney (included on page II-4)

Item 9. Undertakings.

     The undersigned Registrant hereby undertakes as follows:

     (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
               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 aggregate,  represent a fundamental  change in the information
               set forth in this registration statement;

          (iii)To include any material  information  with respect to the plan of
               distribution  not  previously   disclosed  in  this  registration
               statement  or any  material  change to such  information  in this
               registration statement;

provided,  however,  that the  undertakings set forth in paragraphs (i) and (ii)
above  do  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(a) or  Section  15(d) of the
Exchange Act that are incorporated by reference in this registration statement.

                                      II-2
<PAGE>

     (2) That, for the purpose of determining  any liability under the 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 the 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.

     (4) That,  for purposes of  determining  any  liability  under the Act each
filing of the  registrant's  annual report  pursuant to Section 13(a) or Section
15(d) of the Exchange  Act (and,  where  applicable,  each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that
is incorporated by reference in this  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.

     (5) Insofar as indemnification for liabilities arising under the 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  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  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 Act and will be governed by the final adjudication of
such issue.

                         [SIGNATURES ON FOLLOWING PAGE]

                                      II-3
<PAGE>


                                   SIGNATURES


     In accordance  with 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  of filing  on Form S-8 and  authorized  this  registration
statement to be signed on its behalf by the undersigned, in the City of Roswell,
State of Georgia, on July 5, 2000.


                                   FIRST HORIZON PHARMACEUTICAL CORPORATION



                                   By:   /s/ R. Brent Dixon
                                        ---------------------------------
                                        R. Brent Dixon, President



                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE  PRESENTS  that each person whose  signature  appears
below constitutes and appoints R. Brent Dixon and Balaji Venkataraman,  and each
of them, as his true and lawful attorneys-in-fact and agents, with full power of
substitution  and  resubstitution,  for him and in his name, place and stead, in
any and all capacities, to sign any and all 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  attorneys-in-fact  and
agents,  or either  of them,  or their or his  substitute  or  substitutes,  may
lawfully do or cause to be done by virtue hereof.








                    [ADDITIONAL SIGNATURES ON FOLLOWING PAGE]

                                      II-4
<PAGE>


     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement on Form S-8 was signed by the  following  persons in the
capacities indicated on July 5, 2000.

SIGNATURE                           TITLE
---------                           -----
/s/ Mahendra G. Shah, Ph.D.
__________________________          Chairman of the Board and Chief Executive
Mahendra G. Shah, Ph.D.             Officer (principal executive officer)

/s/ R. Brent Dixon
__________________________          President and Director
R. Brent Dixon

/s/ John N. Kapoor
__________________________          Director
John N. Kapoor, Ph.D.

/s/ Jon S. Saxe
__________________________          Director
Jon S. Saxe

/s/ Pierre Lapalme
__________________________          Director
Pierre Lapalme

/s/ Balaji Venkataraman
__________________________          Vice President and Chief Financial Officer
Balaji Venkataraman                 (principal financial and accounting officer)


                                      II-5
<PAGE>


                                  EXHIBIT INDEX



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

         5               Opinion of counsel as to legality of the
                          securities being registered

         10.1            2000 Stock Plan

         10.2            1997 Non-Qualified Stock Option Plan

         23.1            Consent  of  Arnall  Golden &  Gregory,  LLP
                          (included in opinion filed as Exhibit 5)

         23.2            Consent of Arthur Andersen LLP

         24              Power of Attorney (included on page II-4)

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

                                      II-6
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "REGISTRATION STATEMENT ON FORM S-8", "secsgml_size_bytes": 14579}]
{"company-data": {"conformed-name": "FIRST HORIZON PHARMACEUTICAL CORP", "cik": "0001106773", "assigned-sic": "2834", "irs-number": "582004779", "state-of-incorporation": "DE"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-40856", "film-number": "667972"}, "business-address": {"street1": "660 HEMBREE PARKWAY", "street2": "SUITE 106", "city": "ROSWELL", "state": "GA", "zip": "30076"}}
As filed with the Securities and Exchange Commission on July 5, 2000

                                           Registration Statement No. 333-_____

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

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                    FIRST HORIZON PHARMACEUTICAL CORPORATION
             (Exact name of registrant as specified in its charter)

        DELAWARE                                                58-2004779
(State or Other Jurisdiction of                               (I.R.S. Employer
Incorporation or Organization)                               Identification No.)

                         660 HEMBREE PARKWAY, SUITE 106
                             ROSWELL, GEORGIA 30076

   (Address, including zip code, of registrant's principal executive offices)

                      1997 NON-QUALIFIED STOCK OPTION PLAN
                                 2000 STOCK PLAN
                              (Full Title of Plan)

                             MAHENDRA G. SHAH, PH.D.
                         660 HEMBREE PARKWAY, SUITE 106
                             ROSWELL, GEORGIA 30076
                                 (770) 442-9707
          (Name and address, including zip code, and telephone number,
                   including area code, of agent for service)

                                    COPY TO:

                              STEPHEN D. FOX, ESQ.
                          ARNALL GOLDEN & GREGORY, LLP
                            2800 ONE ATLANTIC CENTER
                           1201 WEST PEACHTREE STREET
                           ATLANTA, GEORGIA 30309-3450
CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------------------------------------------
                                                     Proposed maximum      Proposed maximum        Amount of
Title of each class of             Amount to be      offering price per    aggregate               registration
securities                         registered        share (1)             offering price (1)      fee
------------------------------------------------------------------------------------------------------------------------

Common Stock, $.001 par value      1,758,000(2)      $9.9844               $17,552,575             $4,633.88
Common Stock, $.001 par value      2,000,000(3)      $9.9844               $19,968,800             $5,271.76
Total                              3,758,000         $9.9844               $37,521,375             $9,905.64
------------------------------------------------------------------------------------------------------------------------
(1)  Estimated  solely for purposes of calculating the registration fee pursuant
     to Rule 457 (c) and (h) based on the  average of the bid and asked price of
     the  Company's  Common  Stock on June 29,  2000,  as reported by The Nasdaq
     Stock Market.

(2)  Includes shares of Common Stock underlying  options  outstanding  under the
     1997 Non-Qualified Stock Option Plan.

(3)  Includes shares of Common Stock issuable under the 2000 Stock Plan.
PART II

Item 3. Incorporation of Documents by Reference.

     The following  documents filed with the Securities and Exchange  Commission
are hereby incorporated by reference:

     (a) The  Company's  prospectus  filed  pursuant  to Rule  424(b)  under the
Securities  Act of 1933,  as  amended  (the  "Act"),  on June 1, 2000  (File No.
333-30764);

     (b) The  description  of the  Registrant's  Common  Stock  set forth in the
Registrant's  Form 8-A Registration  Statement (File No.  000-30123) filed March
27, 2000.

     All documents  subsequently  filed by the  Registrant  pursuant to Sections
13(a),  13(c),  14 and 15(d) of the Securities  Exchange Act of 1934, as amended
(the  "Exchange  Act"),  after  the  filing  hereof  and  prior to a filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which de-registers all securities remaining unsold, shall be deemed
to be incorporated by reference  herein and to be a part hereof from the date of
the filing of such reports and documents.

Item 4. Description of Securities.

     Not applicable.

Item 5. Interests of Named Experts and Counsel.

     Not applicable.

Item 6. Indemnification of Directors and Officers.

     As permitted by Delaware  law, the  Registrant's  Restated  Certificate  of
Incorporation  provides  that no director of the  Registrant  will be personally
liable to the Registrant or its  stockholders for monetary damages for breach of
fiduciary duty as a director, except for liability (a) for any breach of duty of
loyalty to First Horizon or to its  stockholders,  (b) for acts or omissions not
in good faith or that involve  intentional  misconduct or a knowing violation of
law, (c) under Section 174 of the Delaware  General  Corporation Law, or (d) for
any transaction  from which the director derived an improper  personal  benefit.
The Registrant's Restated Certificate of Incorporation further provides that the
Registrant must indemnify its directors and executive officers and may indemnify
its other officers and employees and agents to the fullest  extent  permitted by
Delaware  law.  The  Registrant  maintains a policy of  directors  and  officers
insurance that provides insurance against certain expenses and liabilities which
may be incurred by directors and officers.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933,  as  amended,  may be  permitted  to  directors,  officers  or  persons
controlling the Registrant pursuant to the foregoing  provisions of the Delaware
General  Corporation Law and the  Registrant's  Bylaws,  the Registrant has been
informed  that  indemnification  is considered  by the  Securities  and Exchange
Commission to be against public policy and therefore unenforceable.

                                      II-1
Item 7. Exemption from Registration Claimed.

     Not applicable.

Item 8. Exhibits.

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

         5           Opinion of counsel as to legality of the
                     securities being registered

         10.1        2000 Stock Plan

         10.2        1997 Non-Qualified Stock Option Plan

         23.1        Consent  of  Arnall  Golden &  Gregory,  LLP
                     (included in opinion filed as Exhibit 5)

         23.2        Consent of Arthur Andersen LLP

         24          Power of Attorney (included on page II-4)

Item 9. Undertakings.

     The undersigned Registrant hereby undertakes as follows:

     (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
               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 aggregate,  represent a fundamental  change in the information
               set forth in this registration statement;

          (iii)To include any material  information  with respect to the plan of
               distribution  not  previously   disclosed  in  this  registration
               statement  or any  material  change to such  information  in this
               registration statement;

provided,  however,  that the  undertakings set forth in paragraphs (i) and (ii)
above  do  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(a) or  Section  15(d) of the
Exchange Act that are incorporated by reference in this registration statement.

                                      II-2
(2) That, for the purpose of determining  any liability under the 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 the 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.

     (4) That,  for purposes of  determining  any  liability  under the Act each
filing of the  registrant's  annual report  pursuant to Section 13(a) or Section
15(d) of the Exchange  Act (and,  where  applicable,  each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that
is incorporated by reference in this  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.

     (5) Insofar as indemnification for liabilities arising under the 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  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  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 Act and will be governed by the final adjudication of
such issue.

                         [SIGNATURES ON FOLLOWING PAGE]

                                      II-3
SIGNATURES

     In accordance  with 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  of filing  on Form S-8 and  authorized  this  registration
statement to be signed on its behalf by the undersigned, in the City of Roswell,
State of Georgia, on July 5, 2000.

                                   FIRST HORIZON PHARMACEUTICAL CORPORATION

                                   By:   /s/ R. Brent Dixon
                                        ---------------------------------
                                        R. Brent Dixon, President

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE  PRESENTS  that each person whose  signature  appears
below constitutes and appoints R. Brent Dixon and Balaji Venkataraman,  and each
of them, as his true and lawful attorneys-in-fact and agents, with full power of
substitution  and  resubstitution,  for him and in his name, place and stead, in
any and all capacities, to sign any and all 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  attorneys-in-fact  and
agents,  or either  of them,  or their or his  substitute  or  substitutes,  may
lawfully do or cause to be done by virtue hereof.

                    [ADDITIONAL SIGNATURES ON FOLLOWING PAGE]

                                      II-4
Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement on Form S-8 was signed by the  following  persons in the
capacities indicated on July 5, 2000.

SIGNATURE                           TITLE
---------                           -----
/s/ Mahendra G. Shah, Ph.D.
__________________________          Chairman of the Board and Chief Executive
Mahendra G. Shah, Ph.D.             Officer (principal executive officer)

/s/ R. Brent Dixon
__________________________          President and Director
R. Brent Dixon

/s/ John N. Kapoor
__________________________          Director
John N. Kapoor, Ph.D.

/s/ Jon S. Saxe
__________________________          Director
Jon S. Saxe

/s/ Pierre Lapalme
__________________________          Director
Pierre Lapalme

/s/ Balaji Venkataraman
__________________________          Vice President and Chief Financial Officer
Balaji Venkataraman                 (principal financial and accounting officer)

                                      II-5
EXHIBIT INDEX

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

         5               Opinion of counsel as to legality of the
                          securities being registered

         10.1            2000 Stock Plan

         10.2            1997 Non-Qualified Stock Option Plan

         23.1            Consent  of  Arnall  Golden &  Gregory,  LLP
                          (included in opinion filed as Exhibit 5)

         23.2            Consent of Arthur Andersen LLP

         24              Power of Attorney (included on page II-4)

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

                                      II-6