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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________
SCHEDULE 13G/A
________________
INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
Vivus, Inc.
(NAME OF ISSUER)
Common Stock, $.001 par value
(TITLE OF CLASS OF SECURITIES)
928551 10 0
(CUSIP NUMBER)
__________________
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information
which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of
the Act (however, see the Notes).
PAGE 1 OF 5 PAGES
13G/A
CUSIP No. 928551 10 0
_____________________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
Ardsley Advisory Partners
_____________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [x]
_____________________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________________
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Connecticut
_____________________________________________________________________________
NUMBER OF (5) SOLE VOTING POWER
0
SHARES ______________________________________________________________
BENEFICIALLY (6) SHARED VOTING POWER
2,158,500
OWNED BY ______________________________________________________________
EACH (7) SOLE DISPOSITIVE POWER
0
REPORTING ______________________________________________________________
PERSON WITH (8) SHARED DISPOSITIVE POWER
2,158,500
_____________________________________________________________________________
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
2,158,500
_____________________________________________________________________________
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
13.1%
_____________________________________________________________________________
(12) TYPE OF REPORTING PERSON **
IA
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE 2 OF 5 PAGES
13G/A
CUSIP No. 928551 10 0
_____________________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
Philip J. Hempleman
_____________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [x]
_____________________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________________
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
_____________________________________________________________________________
NUMBER OF (5) SOLE VOTING POWER
125,000
SHARES ______________________________________________________________
BENEFICIALLY (6) SHARED VOTING POWER
2,158,500
OWNED BY ______________________________________________________________
EACH (7) SOLE DISPOSITIVE POWER
125,000
REPORTING ______________________________________________________________
PERSON WITH (8) SHARED DISPOSITIVE POWER
2,158,500
_____________________________________________________________________________
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
2,283,500
_____________________________________________________________________________
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
13.9%
_____________________________________________________________________________
(12) TYPE OF REPORTING PERSON **
IN
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE 3 OF 5 PAGES
The Schedule 13G initially filed for the year ended December 31, 1996
of (i) Ardsley Advisory Partners and (ii) Philip J. Hempleman relating to the
common stock, par value $.001 (the "Common Stock"), issued by Vivus, Inc. (the
"Company") is hereby amended as follows:
ITEM 4. OWNERSHIP.
(a) Amount beneficially owned: 2,283,500
(b) Percent of class:
13.9% (based on the 16,404,500 shares of Common Stock of the Company
reported to be outstanding as of October 22, 1996, as reflected in the
Company's quarterly report on Form 10-Q filed with the Securities and
Exchange Commission by the Company for the quarter ended September 30, 1996
and the 215,000 shares of Common Stock underlying call options held by the
Discretionary Accounts (as defined below) that are convertible within 60 days
of February 28, 1997.)
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote
125,000
(ii) shared power to vote or to direct the vote
2,158,500
(iii) sole power to dispose or to direct the disposition of
125,000
(iv) shared power to dispose or to direct the disposition
of 2,158,500
By virtue of Mr. Hempleman's position as managing partner of Ardsley
Advisory Partners, a Connecticut general partnership ("Ardsley"), Mr. Hempleman
may be deemed to have the shared power to vote or direct the vote of, and the
shared power to dispose or direct the disposition of, the 2,158,500 shares of
Common Stock of the Company held by the discretionary accounts managed by
Ardsley and Mr. Hempleman (including accounts of certain clients, including
investment partnerships for which (i) Ardsley serves as the management
company and (ii) a general partnership, comprised of the partners that
comprise Ardsley, serves as general partner, the "Discretionary Accounts"),
constituting 13.1% of the 16,404,500 shares of Common Stock outstanding as
described in Item 4(b) and, therefore, Mr. Hempleman may be deemed to be the
beneficial owner of such Common Stock.
In addition, Mr. Hempleman has the sole power to vote or direct the
vote of, and sole power to dispose or direct the disposition of, 125,000
shares of Common Stock of the Company held in his and his family's personal
accounts. Accordingly, Mr. Hempleman may be deemed to have both sole and
shared power to vote or direct the vote of, and sole and shared power to
dispose or direct the disposition of an aggregate of 13.9% of the 16,404,500
shares of Common Stock outstanding as described in Item 4(b).
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
Not applicable.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
This Schedule 13G is filed by Ardsley, which is an investment
adviser registered under Section 203 of the Investment Advisers Act of 1940,
as amended, with respect to the 2,158,500 shares of Common Stock held at
February 28, 1997 by the Discretionary Accounts managed by Ardsley and Mr.
Hempleman and the 125,000 shares of Common Stock held by Mr. Hempleman.
By reason of the provisions of Rule 13d-3 under the Act, Ardsley and
Mr. Hempleman may be deemed to own beneficially the shares of Common Stock
owned by the Discretionary Accounts. Each client for whose account Ardsley
had purchased Common Stock has the right to receive or the power to direct
the receipt of dividends from, or the proceeds from the sale of, such Common
Stock purchased for his account. No such client has any of the foregoing
rights with respect to more than five percent of the class of securities
identified in Item 2(d). There is no agreement or understanding among such
persons to act together for the purpose of acquiring, holding, voting or
disposing of any such securities.
To the knowledge of Ardsley, no other person has the right to
receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, a number of such Common Stock which represents more than five
percent of the number of outstanding shares of Common Stock.
PAGE 4 OF 5 PAGES
ITEM 10. CERTIFICATION. (if filing pursuant to Rule 13d-1(b))
By signing below Ardsley Advisory Partners and Philip J. Hempleman
certify that, to the best of their knowledge and belief, the securities
referred to above were acquired in the ordinary course of business, were not
acquired for the purpose of and do not have the effect of changing or
influencing the control of the issuer of such securities and were not acquired
in connection with or as a participant in any transaction having such purposes
or effect.
SIGNATURE
After reasonable inquiry and to the best of their knowledge and
belief, the undersigned certify that the information set forth in this
statement is true, complete and correct.
March 10, 1997
/s/ Philip J. Hempleman
Philip J. Hempleman, as
Managing Partner of
Ardsley Advisory Partners
/s/ Philip J. Hempleman
Philip J. Hempleman
PAGE 5 OF 5 PAGES