SEC FORM 3/A

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Hedley Mary Lynne

(Last)

(First)

(Middle)

51 FOLLEN ROAD

(Street)

LEXINGTON

02421

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/03/2005

3. Issuer Name and Ticker or Trading Symbol
MGI PHARMA INC [ MOGN ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Sr. VP & Chief Scientific Off

5. If Amendment, Date of Original Filed (Month/Day/Year)
10/06/2005

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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	584⁽¹⁾	I	401(k) Plan
Common Stock	15,000⁽⁵⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Stock Option - Right to Buy	07/26/2005⁽²⁾	09/03/2011	Common Stock	52,500	$29.28	D
Employee Stock Option - Right to Buy	07/26/2005⁽³⁾	11/09/2011	Common Stock	5,000	$28.055	D
Employee Stock Option - Right to Buy	07/26/2005⁽⁴⁾	07/15/2012	Common Stock	17,500	$26.91	D

Explanation of Responses:

1. Represents shares allocated to reporting person in the MGI PHARMA, INC. Common Stock Fund of the MGI PHARMA, INC. Retirement Savings Plan in its report dated September 30, 2005. The number of shares allocated to the reporting person will vary from time to time based on the relative amounts of stock and cash held in the MGI PHARMA, INC. Common Stock fund at the time of reporting.

2. This option became immediately exercisable as of July 26, 2005, due to acceleration of vesting schedule. The option originally provided for vesting in four equal annual installments beginning on September 3, 2005.

3. This option became immediately exercisable as of July 26, 2005, due to acceleration of vesting schedule. The option originally provided for vesting in four equal annual installments beginning on November 9, 2005.

4. This option became immediately exercisable as of July 26, 2005, due to acceleration of vesting schedule. The option originally provided for vesting in four equal annual installments beginning on July 15, 2006.

5. Includes 7,500 Restricted Stock Units granted to reporting person on September 3, 2004, which vested on September 3, 2006; and 3,500 Restricted Stock Units granted to reporting person on July 15, 2005, which vest in four equal annual installments, which vesting began on July 15, 2006. Also includes 4,000 shares of common stock held by reporting person.

Remarks:

This Amended Form 3 corrects the omission of an additional 7,500 Restricted Stock Units and 4,000 shares of common stock held by the reporting person as of October 3, 2005, which was not reported on an earlier filed Amended Form 3.

	/s/ Kathleen A. Molacek as Attorney-in-Fact for Mary Lynne Hedley	04/19/2007
	** 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 5 (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).
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