SEC Form 4

FORM 4		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 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* ROSATI MARIO M (Last) (First) (Middle) WILSON, SONSINI, GOODRICH & ROSATI 650 PAGE MILL ROAD (Street) PALO ALTO CA 94304 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol VIVUS INC [ VVUS ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 04/18/2005
	4. If Amendment, Date of 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

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

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 Securities Underlying Derivative Security (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: 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
Non-Qualified Stock Option (right to buy)	$2.95	04/18/2005		A		2,000		05/01/2005(1)	04/18/2015	Common Stock	2,000	$0	2,000	D

Explanation of Responses:

1. Option is fully vested on date of grant.

	Mario M Rosati	04/19/2005
	** Signature of Reporting Person	Date
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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

POWER OF ATTORNEY

The undersigned, as a Section 16 reporting person of VIVUS, Inc.
(the"Company"), hereby constitutes and appoints John Slebir,
Timothy Morris, Kate Higgins and Linda DerBoghosian, and each of
them, the undersigned's true and lawful attorney-in-fact to:

1.complete and execute Forms 3, 4 and 5 and other forms and all
amendments thereto as such attorney-in-fact shall in his or her
discretiondetermine to be required or advisable pursuant to Section
16 of the Securities Exchange Act of 1934 (as amended) and the rules
and regulationspromulgated thereunder, or any successor laws and
regulations, as aconsequence of the undersigned's ownership,
acquisition or disposition ofsecurities of the Company; and

2.do all acts necessary in order to file such forms with the
Securities and Exchange Commission, any securities exchange or
nationalassociation, the Company and such other person or agency
as the
attorney-in-fact shall deem appropriate.

The undersigned hereby ratifies and confirms all that said
attorneys-in-fact and agents shall do or cause to be done by
virtue hereof.  The undersigned acknowledges that the foregoing
attorneys-in-fact, in serving in such capacity at the request
of the undersigned, are not assuming, nor is the Company assuming,
any of the undersigned's responsibilities to comply with Section
16 of the Securities Exchange Act of 1934 (as amended).

This Power of Attorney shall remain in full force and effect until
theundersigned is no longer required to file Forms 3, 4, and 5 with
respect tothe undersigned's holdings of and transactions in securities
issued by the Company, unless earlier revoked by the undersigned in
a signed writing delivered to the Company and the foregoing
attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 14th day of April, 2005.


Signature:  /s/ Mario Rosati

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