On August 6, 2008, VIVUS, Inc., or the Company, issued a press release announcing that the Company closed on the sale of a total of 8,365,508 shares of its common stock, at a price of $7.77 per share, pursuant to a previously-reported securities purchase agreement entered into on August 5, 2008 with certain investors in connection with a registered direct offering of the Company’s common stock.  Net proceeds to the Company from the sale of the common stock in the offering totaled approximately $63.4 million.  All of the shares of common stock were offered pursuant to an effective Registration Statement on Form S-3 filed with the Securities and Exchange Commission on May 5, 2008, which was declared effective on May 29, 2008.

The information in this Form 8-K and the exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in any such filing.

Item 9.01.  Financial Statements and Exhibits.

(d)  Exhibits.