Form 4 ANADYS PHARMACEUTICALS For: May 30 Filed by: WORLAND STEPHEN T (10K)

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

WORLAND STEPHEN T

(Last)

(First)

(Middle)

C/O ANADYS PHARMACEUTICALS, INC., 3115 MERRYFIELD ROW

(Street)

SAN DIEGO

92121

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ANADYS PHARMACEUTICALS INC [ANDS]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
05/30/2008

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/30/2008		M		47	A	$ 2.95	38,466 ⁽¹⁾	D
Common Stock	05/30/2008		M		17,651	A	$ 2.95	56,117	D
Common Stock	05/30/2008		M		16,200	A	$ 2.95	72,317	D
Common Stock								208,704	I	By Chory Worland Family Trust of 2001.

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Option (Right to Buy)

$ 2.95

05/30/2008

03/22/2002⁽²⁾

03/21/2011

Common Stock

$ 0

136,530

Stock Option (Right to Buy)

$ 2.95

05/30/2008

17,651

07/01/2003⁽³⁾

02/11/2013

Common Stock

17,651

$ 0

37,249

Stock Option (Right to Buy)

$ 2.95

05/30/2008

16,200

12/16/2004⁽³⁾

01/14/2014

Common Stock

16,200

$ 0

70,075

Explanation of Responses:

1. Includes 3,746 and 4,268 shares acquired on November 15, 2007 and May 15, 2008, respectively, pursuant to the Anadys Pharmaceuticals, Inc. 2004 Employee Stock Purchase Plan.

2. 12.5% of the shares subject to the option vested and became exercisable one year from the date of the grant with the remaining shares subject to the option vesting in equal monthly installments evenly over the next seven year period such that all shares subject to the option will be fully vested and exercisable as of March 22, 2009.

3. All shares subject to the option have vested and are exercisable as of the date of this filing.

	/s/ Elizabeth E. Reed, as Attorney-in-Fact for Stephen T. Worland, Ph.D.	05/30/2008
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

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