As filed with the Securities and Exchange Commission on May 31, 2002

                                           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.)

                                6195 SHILOH ROAD
                            ALPHARETTA, GEORGIA 30005
   (Address, including zip code, of registrant's principal executive offices)


                                 2002 STOCK PLAN
                              (Full Title of Plan)

                             MAHENDRA G. SHAH, PH.D.
                                6195 SHILOH ROAD
                            ALPHARETTA, GEORGIA 30005
                                 (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 to be registered         registered                share(1)                  offering price(1)        fee

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

Common Stock, $.001 par value       2,500,000                 $23.35                    $58,375,000               $5,370.50

-------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)      Estimated  solely for  purposes of  calculating  the  registration  fee
         pursuant  to Rule 457 (c) and (h) based on the  average of the high and
         low sales  price of the  Company's  Common  Stock on May 30,  2002,  as
         reported on The Nasdaq Stock Market.



<PAGE>


                   INFORMATION REGARDING FINANCIAL STATEMENTS
                       INCORPORATED BY REFERENCE INTO THIS
                             REGISTRATION STATEMENT

     The U.S.  Government has indicted our former independent  auditors,  Arthur
Andersen LLP  charging  Arthur  Andersen  with  federal  obstruction  of justice
arising from the  government's  investigation of Enron Corp. It is possible that
events arising out of the indictment may adversely  affect the ability of Arthur
Andersen  to satisfy  any  claims  against it  including  the  ability of Arthur
Andersen to satisfy any claims  arising from its provision of auditing and other
services to us, including  claims that may arise out of Arthur  Andersen's audit
of our  financial  statements,  which are  incorporated  by reference  into this
registration statement.

     We  have  not  obtained  Arthur  Andersen's  consent  to be  named  in this
registration statement as having certified our consolidated financial statements
which are  incorporated  by  reference.  This may limit  your  ability to assert
claims against  Arthur  Andersen.  Since we have not been able to obtain,  after
reasonable  efforts,  the written consent of Arthur Andersen to our naming it in
this  registration  statement as having  certified  our  consolidated  financial
statements as required by Section 7 of the  Securities  Act of 1933, as amended,
you will not be able to sue Arthur Andersen  pursuant to Section 11(a)(4) of the
Securities  Act and therefore  your right of recovery  under that section may be
limited as a result of the lack of consent.



<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  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;

     (b) The  Company's  prospectus  filed  pursuant  to Rule  424(b)  under the
Securities  Act of 1933,  as  amended  (the  "Act"),  on April 9, 2002 (File No.
333-83698);

     (c) The Company's  Annual  Report on Form 10-K for the year ended  December
31, 2001 (File No. 000-30123);

     (d) The Company's Quarterly Report on Form 10-Q for the quarter ended March
31, 2002 (File No. 000-30123);

     (e) The Company's  Current Report on Form 8-K filed with the Securities and
Exchange Commission on May 31, 2002 (File No. 000-30123);

     (f) The Company's  Current Report on Form 8-K filed with the Securities and
Exchange Commission on March 20, 2002 (File No. 000-30123);

     (g) The  Company's  Amended  Current  Report on Form  8-K/A  filed with the
Securities and Exchange Commission on March 5 2002 (File No. 000-30123);

     (h) The  Company's  Amended  Current  Report  on Form  8-K  filed  with the
Securities and Exchange Commission on March 5, 2002 (File No. 000-30123); and

     (i) The Company's  Current Report on Form 8-K filed with the Securities and
Exchange Commission on January 7, 2002 (File No. 000-30123).

     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.


                                      II-1
<PAGE>

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.

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         2002  Stock  Plan   (Incorporated   by  Reference  from  the
                    Company's  Definitive  Proxy Statement on Schedule 14A filed
                    with the  Securities  and Exchange  Commission  on April 24,
                    2002)

         23         Consent of Arnall  Golden  Gregory LLP  (included in opinion
                    filed as Exhibit 5)

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



                                  II-2
<PAGE>


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.

     (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


                                      II-3
<PAGE>

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-4
<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
Alpharetta, State of Georgia, on May 31, 2002.


                          FIRST HORIZON PHARMACEUTICAL CORPORATION



                          By:   /s/ Mahendra G. Shah, Ph.D.
                               --------------------------------------
                                Mahendra G. Shah, Ph.D.
                                Chairman, Chief Executive Officer and President



                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE  PRESENTS  that each person whose  signature  appears
below constitutes and appoints Mahendra G. Shah, Ph.D. and Jon S. Saxe, 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-5
<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 May 31, 2002.

SIGNATURE                               TITLE

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

                                        Director
-----------------------------
John N. Kapoor, Ph.D.

/s/ Jon S. Saxe                         Director
-----------------------------
Jon S. Saxe

/s/ Pierre Lapalme
-----------------------------           Director
Pierre Lapalme

/s/ Jerry N. Ellis                      Director
------------------------------
Jerry N. Ellis

/s/ Patrick J. Zenner                   Director
------------------------------
Patrick J. Zenner

/s/ Balaji Venkataraman                 Executive Vice President,
------------------------------          Chief Financial Officer, Chief
Balaji Venkataraman                     Operating Officer and Secretary
                                        (principal financial and
                                        accounting officer)



                                      II-6
<PAGE>


                                  EXHIBIT INDEX



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

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

         10       2002 Stock Plan (Incorporated by Reference from the Company's
                  Definitive Proxy Statement on Schedule 14A filed with the
                  Securities and Exchange Commission on April 24, 2002)


         23       Consent of Arnall Golden Gregory LLP
                  (included in opinion filed as Exhibit 5)

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

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


                                      II-7

1475604
[{"type": "S-8", "sequence": "1", "filename": "firsthorizons8502.txt", "description": "S-8", "secsgml_size_bytes": 17622}]
{"company-data": {"conformed-name": "FIRST HORIZON PHARMACEUTICAL CORP", "cik": "0001106773", "assigned-sic": "5122", "irs-number": "582004779", "state-of-incorporation": "DE"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-89624", "film-number": "02668326"}, "business-address": {"street1": "660 HEMBREE PARKWAY", "street2": "SUITE 106", "city": "ROSWELL", "state": "GA", "zip": "30076"}}
As filed with the Securities and Exchange Commission on May 31, 2002

                                           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.)

                                6195 SHILOH ROAD
                            ALPHARETTA, GEORGIA 30005
   (Address, including zip code, of registrant's principal executive offices)

                                 2002 STOCK PLAN
                              (Full Title of Plan)

                             MAHENDRA G. SHAH, PH.D.
                                6195 SHILOH ROAD
                            ALPHARETTA, GEORGIA 30005
                                 (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 to be registered         registered                share(1)                  offering price(1)        fee

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

Common Stock, $.001 par value       2,500,000                 $23.35                    $58,375,000               $5,370.50

-------------------------------------------------------------------------------------------------------------------------------
(1)      Estimated  solely for  purposes of  calculating  the  registration  fee
         pursuant  to Rule 457 (c) and (h) based on the  average of the high and
         low sales  price of the  Company's  Common  Stock on May 30,  2002,  as
         reported on The Nasdaq Stock Market.
INFORMATION REGARDING FINANCIAL STATEMENTS
                       INCORPORATED BY REFERENCE INTO THIS
                             REGISTRATION STATEMENT

     The U.S.  Government has indicted our former independent  auditors,  Arthur
Andersen LLP  charging  Arthur  Andersen  with  federal  obstruction  of justice
arising from the  government's  investigation of Enron Corp. It is possible that
events arising out of the indictment may adversely  affect the ability of Arthur
Andersen  to satisfy  any  claims  against it  including  the  ability of Arthur
Andersen to satisfy any claims  arising from its provision of auditing and other
services to us, including  claims that may arise out of Arthur  Andersen's audit
of our  financial  statements,  which are  incorporated  by reference  into this
registration statement.

     We  have  not  obtained  Arthur  Andersen's  consent  to be  named  in this
registration statement as having certified our consolidated financial statements
which are  incorporated  by  reference.  This may limit  your  ability to assert
claims against  Arthur  Andersen.  Since we have not been able to obtain,  after
reasonable  efforts,  the written consent of Arthur Andersen to our naming it in
this  registration  statement as having  certified  our  consolidated  financial
statements as required by Section 7 of the  Securities  Act of 1933, as amended,
you will not be able to sue Arthur Andersen  pursuant to Section 11(a)(4) of the
Securities  Act and therefore  your right of recovery  under that section may be
limited as a result of the lack of consent.
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  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;

     (b) The  Company's  prospectus  filed  pursuant  to Rule  424(b)  under the
Securities  Act of 1933,  as  amended  (the  "Act"),  on April 9, 2002 (File No.
333-83698);

     (c) The Company's  Annual  Report on Form 10-K for the year ended  December
31, 2001 (File No. 000-30123);

     (d) The Company's Quarterly Report on Form 10-Q for the quarter ended March
31, 2002 (File No. 000-30123);

     (e) The Company's  Current Report on Form 8-K filed with the Securities and
Exchange Commission on May 31, 2002 (File No. 000-30123);

     (f) The Company's  Current Report on Form 8-K filed with the Securities and
Exchange Commission on March 20, 2002 (File No. 000-30123);

     (g) The  Company's  Amended  Current  Report on Form  8-K/A  filed with the
Securities and Exchange Commission on March 5 2002 (File No. 000-30123);

     (h) The  Company's  Amended  Current  Report  on Form  8-K  filed  with the
Securities and Exchange Commission on March 5, 2002 (File No. 000-30123); and

     (i) The Company's  Current Report on Form 8-K filed with the Securities and
Exchange Commission on January 7, 2002 (File No. 000-30123).

     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.

                                      II-1
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.

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         2002  Stock  Plan   (Incorporated   by  Reference  from  the
                    Company's  Definitive  Proxy Statement on Schedule 14A filed
                    with the  Securities  and Exchange  Commission  on April 24,
                    2002)

         23         Consent of Arnall  Golden  Gregory LLP  (included in opinion
                    filed as Exhibit 5)

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

                                  II-2
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.

     (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

                                      II-3
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-4
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
Alpharetta, State of Georgia, on May 31, 2002.

                          FIRST HORIZON PHARMACEUTICAL CORPORATION

                          By:   /s/ Mahendra G. Shah, Ph.D.
                               --------------------------------------
                                Mahendra G. Shah, Ph.D.
                                Chairman, Chief Executive Officer and President

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE  PRESENTS  that each person whose  signature  appears
below constitutes and appoints Mahendra G. Shah, Ph.D. and Jon S. Saxe, 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-5
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 May 31, 2002.

SIGNATURE                               TITLE

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

                                        Director
-----------------------------
John N. Kapoor, Ph.D.

/s/ Jon S. Saxe                         Director
-----------------------------
Jon S. Saxe

/s/ Pierre Lapalme
-----------------------------           Director
Pierre Lapalme

/s/ Jerry N. Ellis                      Director
------------------------------
Jerry N. Ellis

/s/ Patrick J. Zenner                   Director
------------------------------
Patrick J. Zenner

/s/ Balaji Venkataraman                 Executive Vice President,
------------------------------          Chief Financial Officer, Chief
Balaji Venkataraman                     Operating Officer and Secretary
                                        (principal financial and
                                        accounting officer)

                                      II-6
EXHIBIT INDEX

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

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

         10       2002 Stock Plan (Incorporated by Reference from the Company's
                  Definitive Proxy Statement on Schedule 14A filed with the
                  Securities and Exchange Commission on April 24, 2002)

         23       Consent of Arnall Golden Gregory LLP
                  (included in opinion filed as Exhibit 5)

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

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

                                      II-7

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