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 *
SKYEPHARMA PLC
   2. Issuer Name and Ticker or Trading Symbol
VITAL LIVING INC [VTLV.OB] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
105 PICADILLY		 3. Date of Earliest Transaction (Month/Day/Year)
11/16/2004
(Street)

LONDON W1J 7NJ, X0 		 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 10/15/2004   J(1)   307,493 (1) A (1) 14,553,194 (2) D  

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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
12% Senior Secured Convertible Notes $ 0.25 (3) (4) 10/15/2004   J   0 (4)   12/17/2003 12/17/2008(5) Common Stock 4,000,000 (4) (6) (1) $ 1,000,000 D  
Stock Purchase Warrants (right to buy) $ 0.25 (3) (4) 10/15/2004   J   0 (4)   12/17/2003 12/16/2008(5) Common Stock 4,000,000 (4) (1) 4,000,000 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
SKYEPHARMA PLC
105 PICADILLY
LONDON W1J 7NJ, X0 		     X    

Signatures

 /s/ Donald Nicholson, on behalf of SkyePharma PLC   11/18/2004
**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) The Issuer agreed with a majority of the holders of the Notes that effective October 15, 2004: (i) the conversion price of the 12% Senior Secured Convertible Notes and the exercise price of the Warrants would each be adjusted to $0.25, as described in footnote (4) below; (ii) interest on the Notes would be payable in Common Stock of the Issuer, as described in footnote (6) below; and (iii) penalties payable under a Registration Rights Agreement, dated as of December 15, 2003, relating to the Common Stock underlying the Notes and Warrants, would concurrently be paid in shares of Common Stock of the Issuer rather than in cash, based on the trading price of the Common Stock in the trading days preceding October 15, 2004. As a result of (iii), 307,493 shares of Common Stock were issued to SkyePharma by the Issuer. SkyePharma consented to this transaction on November 16, 2004.
(2) Includes 41,153 shares of Common Stock paid at the Issuer's election as interest in accordance with the terms of the Notes at the June 2004 interest payment date.
(3) Subject to adjustment in certain events.
(4) The Issuer and a majority of the holders of the Notes agreed to adjust effective October 15, 2004 the conversion price of the Notes from $0.95 to $0.25, resulting in an increase in the number of shares issuable upon conversion of $1,000,000 aggregate principal amount of the Notes from 1,052,632 shares to 4,000,000 shares of Common Stock, and the exercise price of the Warrants was adjusted from $0.95 to $0.25 and the number of shares issuable upon exercise of 1,000,000 Warrants was increased from 1,052,632 shares of Common Stock to 4,000,000 shares of Common Stock. As a result of standard anti-dilution adjustments in June and July 2004, the exercise price of the Warrants and the conversion price of the Notes had previously been reset to $0.95 from $1.00.
(5) Subject to redemption after December 17, 2004 if the closing price per share of the Common Stock of the Issuer is at least $3.00 for 10 consecutive trading days.
(6) All of the interest on the Notes commencing with the interest payment due in December 2004 is payable at the Issuer's sole option in Common Stock of the Issuer.

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