Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

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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(Print or Type Responses)
1. Name and Address of Reporting Person *
ANDERSON RICHARD L
   2. Issuer Name and Ticker or Trading Symbol
MANNKIND CORP [MNKD] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
VP & CFO
(Last)
(First)
(Middle)
28903 NORTH AVENUE PAINE		 3. Date of Earliest Transaction (Month/Day/Year)
08/06/2008
(Street)

VALENCIA, CA 91355		 4. If Amendment, Date 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
(City)
(State)
(Zip)
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)
Code V Amount (A) or (D) Price
Common Stock, $.01 Par Value 08/06/2008   A   80,167 (1) A $ 0 (2) 207,845 D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (right to buy) $ 7.95 08/06/2008   D/K     33,333 10/01/2003(3) 10/01/2013 Common Stock 33,333 $ 7.95 (2) 0 D  
Employee Stock Option (right to buy) $ 13.05 08/06/2008   D/K     75,000 08/19/2004(3) 08/19/2014 Common Stock 75,000 $ 13.05 (2) 0 D  
Employee Stock Option (right to buy) $ 11 08/06/2008   D/K     16,000 11/16/2005(3) 11/16/2015 Common Stock 16,000 $ 11 (2) 0 D  
Employee Stock Option (right to buy) $ 17.41 08/06/2008   D/K     19,000 08/16/2006(3) 08/16/2016 Common Stock 19,000 $ 17.41 (2) 0 D  
Employee Stock Option (right to buy) $ 9.22 08/06/2008   D/K     14,000 08/15/2007(3) 08/15/2017 Common Stock 14,000 $ 9.22 (2) 0 D  
Employee Stock Option (right to buy) $ 9.42 08/06/2008   D/K     3,000 09/26/2007(3) 09/26/2017 Common Stock 3,000 $ 9.42 (2) 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
ANDERSON RICHARD L
28903 NORTH AVENUE PAINE
VALENCIA, CA 91355		       VP & CFO  

Signatures

 /s/ Richard L. Anderson   08/12/2008
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Acquired pursuant to a Restricted Stock Unit Award: 50% on August 1, 2009, 25% on February 1, 2010 and 25% on August 1, 2010.
(2) On 8/6/2008, the issuer canceled, pursuant to the issuer's stock option exchange program, options granted to the reporting person on 11/20/2003, 8/19/2004, 11/16/2005, 12/8/2006, 8/15/2007, 9/26/2007. In exchange for the stock options, the reporting person received 80,167 shares of restricted stock units.
(3) The canceled stock option vesting schedule: 25% vesting on the anniversary of the vesting determination date and 1/48th per month thereafter; being fully vested on the fourth anniversary of the vesting determination date.

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