SCRX Sciele Pharma (MM)

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

SCHEDULE 14D-9

(Rule 14d-101)

(Amendment No. 3)

Solicitation/Recommendation Statement

under Section 14(d)(4)

of the Securities Exchange Act of 1934

SCIELE PHARMA, INC.

(Name of Subject Company)

SCIELE PHARMA, INC.

(Name of Person(s) Filing Statement)

Common Stock, $0.001 par value per share

(Title or Class of Securities)

808627103

(CUSIP Number of Class of Securities)

Patrick P. Fourteau

Chief Executive Officer

Sciele Pharma, Inc.

5 Concourse Parkway, Suite 1800

Atlanta, Georgia 30328

(770) 442-9707

(Name, address and telephone number of person authorized

to receive notices and communications on behalf of the person(s) filing statement)

With a copy to:

W. Tinley Anderson, III, Esq.

Paul, Hastings, Janofsky & Walker LLP

600 Peachtree St., N. E., Suite 2400

Atlanta, GA 30308

(404) 815-2400

o                                    Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

This Amendment No. 3 amends and supplements Items 8 and 9 in the Solicitation/Recommendation Statement on Schedule 14D-9 (the “Schedule”) initially filed with the U.S. Securities and Exchange Commission on September 8, 2008, by Sciele Pharma, Inc., a Delaware corporation (“Sciele”), as amended or supplemented from time to time.  This Schedule relates to the tender offer by Tall Bridge, Inc., a Delaware corporation (“Purchaser”) and an indirect wholly-owned subsidiary of Shionogi & Co., Ltd., a company organized under the laws of Japan (“Parent”), to purchase all of the issued and outstanding shares of Sciele common stock at a price per share of $31.00, net to the holder thereof in cash, without interest thereon, subject to any required withholding of taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated September 8, 2008, and the related Letter of Transmittal, as each may be amended or supplemented from time to time.

All information in the Schedule, as previously amended or supplemented, is incorporated by reference in this Amendment No. 3, except that such information is hereby amended and supplemented to the extent specifically provided herein.  Except as otherwise indicated, the information set forth in the original Schedule 14D-9, as previously amended or supplemented, remains unchanged.  Capitalized terms used below but not defined in this Amendment No. 3 have the meanings set forth in the Schedule.

Item 8.  Additional Information.

Item 8 is hereby amended and supplemented by adding the following:

Expiration of Subsequent Offering Period and Completion of the Offer

Parent and Sciele announced on October 9, 2008 the completion of the Offer.  The subsequent offering period of the Offer expired at 5:00 p.m., New York City time, on Wednesday, October 8, 2008, and Purchaser has accepted for purchase all of the shares of Sciele common stock validly tendered and not withdrawn pursuant to the subsequent offering period prior to the expiration thereof.  According to Computershare Trust Company, N.A., the depositary for the Offer, as of the expiration of the subsequent offering period, a total of approximately 29,758,788 shares of Sciele common stock were validly tendered and not withdrawn in the Offer, representing approximately 92.0% of all outstanding shares of Sciele common stock.

Item 9.  Exhibits

Item 9 is hereby amended and supplemented as follows:

*Filed herewith.

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SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

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