As filed with the Securities and Exchange Commission on March 21, 2001
Registration No. 333-50542
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1

FORM S-3
REGISTRATION STATEMENT
Under
The Securities Act of 1933
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MGI PHARMA, INC.
(Exact name of Registrant as specified in its charter)
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Minnesota 2384 41-1364647
(State or other (Primary Standard (I.R.S. Employer
jurisdiction Industrial Identification Number)
of incorporation or Classification Code
organization) Number)
6300 West Old Shakopee Road, Suite 110
Bloomington, Minnesota 55438
(952) 346-4700
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
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Charles N. Blitzer
Chief Executive Officer
MGI PHARMA, INC.
6300 West Old Shakopee Road, Suite 110
Bloomington, Minnesota 55438
(952) 346-4700
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Copies to:
Timothy S. Hearn, Esq. Linda L. Griggs, Esq.
Dorsey & Whitney LLP Brian C. Miner, Esq.
220 South Sixth Street Todd A. Buchman, Esq.
Minneapolis, Minnesota 55402 Morgan, Lewis & Bockius LLP
(612) 340-2600 1800 M Street, N.W.
Facsimile: (612) 340-8827 Washington, D.C. 20036
(202) 467-7000
Facsimile: (202) 467-7176
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Approximate date of commencement of proposed sale to the public: From time
to time after this registration statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [_]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [X]

CALCULATION OF REGISTRATION FEE
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Proposed
Amount Proposed Maximum
Title of each Class of to be Maximum Aggregate Amount of
Securities to be registered registered Offering Price Offering Price Registration Fee
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Common Stock, $0.01 par value................ 5,000,000(1)(2) $ (1) $ (1) $ (1)

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(1) Pursuant to Rule 429 under the Securities Act of 1933, the prospectus
included in this Registration Statement relates to 3,000,000 shares of
common stock previously registered on July 25, 2000 on a Registration
Statement on Form S-3 (Registration No. 333-42140), for which a
registration fee of $24,354 was paid upon filing, and 2,000,000 shares of
common stock previously registered on November 22, 2000 on a Registration
Statement on Form S-3 (Registration No. 333-50542), for which a
registration fee of $11,352 was paid upon filing.

(2) Pursuant to Rule 415(a)(4) under the Securities Act of 1933, a portion of
the shares registered under this Registration Statement may be sold from
time to time in "at the market offerings," the aggregate proceeds of
which shall not exceed $33,841,357 (10% of the aggregate market value of
the Registrant's outstanding voting stock held by non-affiliates of the
Registrant, calculated as of January 25, 2001).

The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment that specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933, or until the Registration Statement shall become
effective on such date as the SEC, acting pursuant to said Section 8(a), may
determine.

POST-EFFECTIVE AMENDMENT NO. 1

This Post-Effective Amendment No. 1 is being filed solely to designate on the
cover page of the Registration Statement that a portion of the shares
registered under this Registration Statement may be sold from time to time in
"at the market offerings" pursuant to Rule 415(a)(4) under the Securities Act
of 1933.

SIGNATURES

Pursuant to 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 for filing on Form S-3 and has duly caused this Post-Effective
Amendment No. 1 to the Registration Statement on Form S-3 to be signed on its
behalf by the undersigned, thereunto duly authorized in the City of
Bloomington, State of Minnesota, on March 21, 2001.

MGI PHARMA, INC.

/s/ Charles N. Blitzer
By:
__________________________________
Charles N. Blitzer,
President and Chief Executive
Officer

Pursuant to the requirements of the Securities Act of 1933, as amended, this
Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 has
been signed below by the following persons in the capacities indicated on
March 21, 2001:

Signature Title

By: /s/ Charles N. Blitzer President, Chief Executive Officer
---------------------------------- and Director (principal executive
Charles N. Blitzer officer)

By: /s/ William C. Brown Chief Financial Officer and
---------------------------------- Secretary (principal financial and
William C. Brown accounting officer)

By: * Director
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Andrew J. Ferrara

By: * Director
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Joseph S. Frelinghuysen

By: * Director
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Michael E. Hanson

By: * Director
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Hugh E. Miller

By: * Director
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Lee J. Schroeder

By: * Director
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Arthur L. Weaver, M.D.

*By: /s/ William C. Brown
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Attorney-In-Fact

II-3

EXHIBIT INDEX

Exhibit
Number Description of Exhibit
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5.1 Opinion of Dorsey & Whitney LLP (previously filed)
23.1 Consent of KPMG LLP*
23.2 Consent of KPMG LLP*
23.3 Consent of Dorsey & Whitney LLP (included in Exhibit 5.1) (previously
filed as Exhibit 23.2)
24.1 Power of Attorney (included on signature page) (previously filed)

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* Filed herewith