Sec Form 4 Filing - Forrest Lori @ VIVUS INC - 2005-01-26

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 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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1. Name and Address of Reporting Person Forrest Lori 2. Issuer Name and Ticker or Trading Symbol VIVUS INC [ VVUS] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) X __ Other (specify below) VP, Operations & General Mgr./VP, Operations & General Mgr. (Last) (First) (Middle) 745 AIRPORT ROAD 3. Date of Earliest Transaction (MM/DD/YY) 01/26/2005 (Street) LAKEWOOD, NJ08701 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 Incentive Stock Option (right to buy) $ 4.15 01/24/2005 A 22,816 ( 2 ) 01/24/2015 Common Stock 22,816 ( 1 ) 22,816 D Non-Qualified Stock Option (right to buy) $ 4.15 01/24/2005 A 12,184 ( 2 ) 01/24/2015 Common Stock 12,184 ( 1 ) 12,184 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Forrest Lori 745 AIRPORT ROAD LAKEWOOD, NJ08701 VP, Operations & General Mgr. VP, Operations & General Mgr. Signatures By: /s/ Linda Derboghosian For: Guy Marsh 01/26/2005 Signature of Reporting Person Date

Explanation of Responses:

( 1 )There is no purchase price necessary. This is an option grant. ( 2 )Twenty-five percent (25%) of the total number of shares become exercisable on the anniversary of this grant, and one forty-eighth (1/48th) of the total number of shares become exercisable at the end of each full month thereafter.

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 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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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