Filed Pursuant to Rule 424(b)(3)
                                           Registration Statement No. 333-115974

PROSPECTUS SUPPLEMENT
(to prospectus dated July 6, 2004)

                                  ASTRALIS LTD.

                        47,056,520 Shares of Common Stock

      On July 28, 2004, we accepted the resignations of Mike Ajnsztajn and Gina
Tedesco, effective immediately with respect to their positions as members of our
Board of Directors and effective as of August 26, 2004 with respect to their
positions as our Chief Executive Officer and Chief Financial Officer,
respectively. Jose Antonio O'Daly, the Chairman of our Board of Directors and
President of Research and Development, will act as interim Chief Executive
Officer after August 26, 2004. As of August 26, 2004, Ms. Tedesco will not have
a right to designate a member of our Board of Directors under the Amendment to
Stockholders Agreement dated January 20, 2004 by and among us, SkyePharma PLC,
Mr. Ajnsztajn, Ms. Tedesco, Dr. O'Daly and Gaston Liebhaber (the "Agreement").
Mr. Ajnsztajn, as long as he continues to own at least 2,170,000 shares of our
common stock, will continue to have a right to designate a member of our Board
of Directors under the Agreement. The information included under "Management,"
"Business-Agreements with SkyePharma," "Certain Relationships and Related
Transactions-Relationship with SkyePharma," "Security Ownership of Certain
Beneficial Owners and Management," "Selling Stockholders-Relationship with
Certain Selling Stockholders" and "Description of Capital Stock-Common Stock" in
the accompanying prospectus is hereby modified by the above. This prospectus
supplement should be read in conjunction with the accompanying prospectus dated
July 6, 2004 which is to be delivered with this prospectus supplement.

      Our common stock is currently listed on the OTC Bulletin Board under the
symbol "ASTR." On August 17, 2004, the last reported sale price of our common
stock on the OTC Bulletin Board was $0.77 per share.

      Investing in our common stock involves risks. Please read the "Risk
Factors" section beginning on page 4 of the accompanying prospectus to read
about certain risks that you should consider before purchasing shares of our
common stock.

      Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this prospectus supplement or the prospectus which
accompanies this prospectus supplement. Any representation to the contrary is a
criminal offense.

            The date of this Prospectus Supplement is August 18, 2004