UNITED STATES

SECURITIES AND EXCHANGE
COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Item 3.

Source and Amount of Funds or Other Consideration

Item 3 is supplemented to include the following:

The consideration to be used in making the purchases and transfers described below will be the number of newly issued SkyePharma ordinary shares described in Item 6.

Item 4.

Purpose of Transaction

Item 4 is supplemented to include the following:

The purpose of the transactions is to acquire 11,160,000 additional shares of common stock of the Issuer increasing SkyePharma’s equity ownership from 34.5 % to 49.7 %, and to acquire rights under the Stockholders Agreement, as described in Item 6 below, to nominate two directors of the Issuer in addition to SkyePharma’s current right under the Stockholders Agreement to nominate one director.  Pursuant to the acquisition of the rights under the Stockholders Agreement, SkyePharma plans to nominate two directors to fill the vacancies on the Board resulting from the resignation of Mike Ajnsztajn in July 2004 and Gaston Liebhaber in September 2004.  The purpose of the transactions described above is to acquire a significant equity position in the Issuer and additional board representation so as to influence the future strategic direction of the Issuer.  In addition,  SkyePharma may consider taking further action to increase its influence over the Issuer including possibly making further purchases from time to time in  the  open market or privately negotiated transactions of shares of common stock of the Issuer, seeking amendments to agreements in place between SkyePharma and the Issuer and/or other shareholders, exercising  its rights pursuant to its agreements with the Issuer and/or other shareholders, or seeking to influence the selection of candidates for election to the Board or appointment of officers, any of which could involve SkyePharma obtaining further influence or control over the Issuer.

Except as set forth in this statement, as of the date of the filing of this statement, neither SkyePharma, nor, to the best of its knowledge and belief any of its executive officers or directors, has any other plan or proposal which relates to or would result in any of the actions specified in subparagraphs (a) through (j) of Item 4 of Schedule 13D.

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6 is supplemented to include the following:

On December 29, 2004, SkyePharma, Mike Ajnsztajn (“Mr. Ajnsztajn”) and Gaston Liebhaber (“Mr. Liebhaber”) executed a Stock Purchase Agreement (the “Stock Purchase Agreement”) and an Assignment Agreement (the “Assignment Agreement”).

Mr. Ajnsztajn is the former Chief Executive Officer and former member of the Board of Directors of the Issuer. Mr. Liebhaber is a former member of the Board of Directors of the Issuer.

Pursuant to the Stock Purchase Agreement, SkyePharma has agreed to purchase 8,680,000 shares of common stock of the Issuer owned by Mr. Ajnsztajn and 2,480,000 shares of common stock of the Issuer owned by Mr. Liebhaber. The purchase price to be paid by SkyePharma for Mr. Ajnsztajn’s shares will be 4,263,963 SkyePharma ordinary shares. The purchase price to be paid by SkyePharma for Mr. Liebhaber’s shares will be 1,218,275 SkyePharma ordinary shares. The share purchase is conditioned upon, among other closing conditions, the valid appointment of the additional SkyePharma Directors pursuant to the Assignment Agreement, which condition may be waived at SkyePharma’s sole discretion.

If a purchase is consummated pursuant to the Stock Purchase Agreement, SkyePharma will own 36,393,900 shares of Issuer common stock and warrants expiring November 13, 2006 to purchase 20,000 shares of Issuer common stock at $4.00 per share, or 49.7% of the common stock of the Issuer outstanding as of November 15, 2004, as reported in the Issuer’s 10-QSB for the period ending September 30, 2004.

Pursuant to the Assignment Agreement, each of Mr. Ajnsztajn and Mr. Liebhaber agreed to assign his respective rights under Article II of the Stockholders Agreement, dated December 10, 2001, as amended on January 20, 2004, between the Issuer, Mr. Ajnsztajn, Mr. Liebhaber, SkyePharma and the other parties thereto (the “Stockholders Agreement”), including his rights under Section 2.1 and 2.2 of the Stockholders Agreement to nominate and designate Directors, to SkyePharma. Each of Mr. Ajnsztajn and Mr. Liebhaber has the right, among other things, to appoint one director to the Board of Directors of the Issuer under the Stockholders Agreement. The Assignment Agreement provides that, upon the valid appointment of two Directors nominated by SkyePharma to the Board of Directors of the Issuer and the satisfaction of the other conditions listed therein, SkyePharma shall be obligated to issue to Mr. Ajnsztajn 426,396 SkyePharma ordinary shares and to Mr. Liebhaber 121,827 SkyePharma ordinary shares.

Item 7.

Material to Be Filed as Exhibits

Exhibit 1

Stock Purchase Agreement, by and among SkyePharma plc, Mike Ajnsztajn and Gaston Liebhaber, dated as of December 29, 2004.

Exhibit 2

Assignment Agreement, by and among SkyePharma plc, Mike Ajnsztajn and Gaston Liebhaber, dated as of December 29, 2004.

December 29, 2004

Date

SKYEPHARMA PLC

/s/ Donald Nicholson

Signature

Donald Nicholson
Finance Director

Name/Title