EXHIBIT 2
                     AMENDMENT OF STOCK PURCHASE AGREEMENT

Amendment to the Stock Purchase Agreement made on 18 March 1996 between Dr.
Jacques Gonella, Obrechtstrasse 30, 4132 Muttenz, Switzerland and SkyePharma
PLC, 105 Piccadilly, London W1V 9FN ("the Agreement")

WHEREAS, the Parties to the Agreement had discussions regarding the amendment of
the Agreement relating to the form of payment of such deferred consideration as
set out in the Agreement;

NOW, THEREFORE the parties hereby agree as follows:

1.   The existing clause 2.2.5 of the Agreement shall be amended as follows:

     "2.2.5 (h) Notwithstanding any of the above it shall be the Buyer's right
     and in its sole discretion to make any due payment in respect of any
     deferred consideration set out in this Clause 2.2.5 in freely tradable and
     registered Ordinary Shares of 10p (ten pence) of SkyePharma PLC.

     The number of shares to be transferred shall be calculated on the basis of
     the average of middle market price of the stock as traded on the London
     Stock Exchange over the period of the 10 (ten) trading days prior to the
     due date of the payment and by applying the closing average buying/selling
     exchange rate for US Dollars into English Pounds as published by the
     Financial Times on the last day prior to the due date of the payment.

2.   In all other respects the Agreement shall remain in full force and effect
     and shall not be deemed to be affected by this Amendment.

This document reflects the agreement reached between the Buyer and the Seller at
the occasion of the board meeting of the Buyer in London on March 31, 2000 and
approved by the board of the Buyer on that date.

Zurich/London, April 7, 2000

The Seller:
by Dr. T. M. Rinderknecht
for the Seller

/s/ Dr. T. M. Rinderknecht
pp Dr. Jacques Gonella

The Buyer:
SkyePharma PLC
/s/ Donald Nicholson

                                      E2-1
<PAGE>

                          AMENDED SETTLEMENT AGREEMENT

This Amended Settlement is an amendment to the Stock Purchase Agreement made on
18 March 1996 between Dr. Jacques Gonella, Obrechtstrasse 30, 4132 Muttenz,
Switzerland and SkyePharma PLC, 105 Piccadilly, London W1V 9FN, as amended on
31 March 2000 ("the Agreement")

WHEREAS, the Parties to the Agreement had discussions regarding the settling of
certain deferred considerations owed by the Buyer to the Purchaser under the
Agreement; and

WHEREAS, the parties have executed a Settlement Agreement dated April 7, 2000
which they agreed to amend for certain technical reasons; and

NOW, THEREFORE the parties hereby agree as follows:

1.   The Buyer agrees to pay and the Seller agrees to accept in full
     satisfaction of all present and future claims under the Clauses 2.2.3 (GJT
     Contract Fee), 2.2.4 (Inhalation Contract Fee) and 2.2.5 (Earn Out"),
     including Sub-Clauses (a), (b), (c), (d), (e), (f) and (g) of the Agreement
     the following compensation.

2.   The Buyer shall issue to Seller as full and final compensation the
     following number of shares of Buyer upon the following conditions happening
     and being satisfied:

     (a)  6,000,000 (Six Million) freely tradable and registered ordinary shares
          of 10p (ten pence) each within 10 (ten) days upon approval of this
          Settlement Agreement by the General Meeting of Shareholders of the
          Buyer, as further provided for in clause 3 below; and

     (b)  12,000,000 (Twelve Million) new "A" Deferred Shares in the capital of
          the Buyer credited as fully paid within 10 (ten) days from such
          approval; and

     (c)  12,000,000 (Twelve Million) new "B" Deferred Shares in the capital of
          the Buyer credited as fully paid within 10 (ten) days from such
          approval.

     The "A" Deferred Shares and the "B" Deferred Shares shall confer upon the
     holders thereto the rights and shall be subject to the restrictions set out
     in the Schedule to this Agreement.

                                      E2-2
<PAGE>

3. The Parties agree to amend and modify section 9. of the Agreement as follows:

(a)  In respect of section 9.1.1 of the Agreement: The Buyer shall be relieved
     from the obligation to submit to the Seller the statements required under
     section 9.1 of the Agreement. Instead, the Buyer shall submit to the Seller
     within 30 (thirty) days of having become aware of the fact that any of the
     conditions set forth in sections 1.4 or 2.4 of the Schedule hereto
     prevails, a written notice to this effect, accompanied by copies of the
     relevant documents establishing the relevant facts and circumstances.

(b)  In respect of section 9.1.2 of the Agreement: The audit rights granted to
     the Seller under section 9.1.2 of the Agreement shall be limited to the
     audit of such documents, files and items which are necessary to establish
     whether the conditions set forth sections 1.4 or 2.4 of the Schedule hereto
     are prevailing or not.

(c)  In respect of Section 9.2 of the Agreement. The provisions of section 9.2
     of the Agreement shall cease to apply with effect from the date of issue of
     the shares referred to in clauses 2.(b) and 2.(c) above.

(d)  In respect of sections 9.3 and 9.4 of the Agreement: The further
     obligations of the Buyer shall be limited to any such commitments,
     obligations, actions or undertakings which are reasonably necessary or
     useful as to facilitate the conditions set forth in sections 2.(b) and
     2.(c) to be satisfied, in particular to enable, support and protect Smith
     Kline Beecham in launching and successfully marketing and distributing the
     products mentioned in sections 1.4 or 2.4 of the Schedule hereto.

(e)  In respect of section 9.5 of the Agreement: The damages payable by the
     Buyer for a breach of the obligations in section 9.4 of the Agreement, as
     amended by the terms of this Settlement Agreement, shall be limited to the
     issuance of the shares remaining outstanding to be issued pursuant to
     sections 2.(b) and 2.(c) above.

4.   Upon receipt of the shares set forth in clause 2 above and/or upon the
     conditions set forth in clause 2. above not prevailing prior to May 3,
     2006, as the case may be, all claims and entitlements of the Seller under
     the clauses 2.2.3., 2.2.4 and 2.2.5 of the Agreement shall be deemed fully
     paid and satisfied. In the event that any of the conditions set forth in
     clause 2. above shall not prevail or be satisfied prior to May 3, 2006
     (subject to the above exception), the Seller shall not be entitled to any
     other or additional compensation.

                                      E2-3
<PAGE>

5.   This Settlement Agreement is contingent upon the approval of the Buyer's
     shareholders to be sought in a General Meeting convened following the
     publication of the Buyer's annual results for 1999 at which any necessary
     changes to the Buyer's Articles of Association to create the "A" Deferred
     Shares and the "B" Deferred Shares will be submitted for the approval of
     the shareholders.

6.   All other applicable provisions of the Agreement, including the clauses
     11.15 (applicable law) and 11.17 (dispute resolution) of the Agreement
     shall also apply to this Settlement Agreement.

7.   This document constitutes an amended version of the Settlement Agreement
     between the parties dated April 7, 2000 which reflected the agreement
     reached between the Buyer and the seller at the occasion of the board
     meeting of the Buyer in London on March 31, 2000 and approved by the board
     of the Buyer on that date. By this Amended Settlement Agreement the
     Settlement Agreement dated April 7, 2000 is substituted.

Zurich/London, May 11, 2000

The Seller:
/s/ Dr. T. M. Rinderknecht
pp Dr. Jacques Gonella

The Buyer:
SkyePharma PLC
/s/ Donald Nicholson

The Schedule (see attached)

                                      E2-4
<PAGE>

                                  THE SCHEDULE
In this Schedule "the Company" means SkyePharma PLC
1      The "A" Deferred Shares ("the "A" Shares") shall have a nominal value of
       10p (ten pence) and shall confer upon the holders thereof the rights, and
       be subject to the restrictions, as follows:
1.1 Income
       The "A" Shares shall not confer any right to participate in any profits
       of the Company.
1.2 Capital
       (a)   On a winding up or other return of capital payable by reference to
             a record date on or after 4 May 2006 each "A" Share shall entitle
             the holder thereof to receive the nominal value thereof if and
             only if the holders of ordinary shares in the capital of the
             Company have received the sum of L1,000,000 (One Million Pounds
             Sterling) per ordinary share.
       (b)   On a return of capital whether on a liquidation or otherwise)
             payable by reference to a record date on or before 3 May 2006 and
             prior to the First Relevant Event then the "A" Shares shall
             provisionally rank pari passu with the Ordinary Shares save that
             no distribution shall be made to the holders of the "A" Shares
             until the happening on or prior to 3 May 2006 of the First
             Relevant Event. If the First Relevant Event shall not have
             happened on or prior to 3 May 2006 then the rights of the "A"
             Shares shall revert to those set out in paragraph (a) above and
             the capital provisionally allocated to the "A" Shares shall belong
             to the holders of the Ordinary Shares.
1.3 Voting
       The "A" Shares shall not confer upon the holders thereof the right to
       receive notice of or attend or vote at any general meeting of the
       Company.
1.4 Redesignation
       Each "A" Share shall (unless the Company has previously served an "A"
       Redemption Notice) be automatically redesignated as an ordinary share on
       the date falling 30 days after the first commercial sale of Paroxetine/
       Paxil in combination with Geomatrix Technology by SmithKline Beecham PLC
       ("SB") or any sub licensee or contract partner of SB under a licence
       agreement dated 20 March 1996 ("the First Relevant Event".
1.5 Redemption
       1.5.1 Within 14 days of the occurrence of the First Relevant Event the
             Company may serve written notice (an "A" Redemption Notice) on the
             holders of the "A" Shares that it intends to redeem all (and not
             part only) of such shares in accordance with the following
             provisions and that it requires the delivery to it of all
             certificates for the "A" Shares.
       1.5.2 Upon receipt of an "A" Redemption Notice each registered holder of
             "A" Shares to surrender at the holders risk to the Company the
             certificate for the shares held by him which are to be redeemed so
             that they may be cancelled.
       1.5.3 Upon the later of surrender of the relevant share certificates or
             the date 30 days after the First Relevant Event the Company will
             pay to the holder of those shares the amount payable in respect of
             the redemption.
       1.5.4 Upon the redemption of the "A" Shares the Company will pay in
             respect of each share so redeemed an amount per "A" Share equal to
             the average of the middle market closing price of an ordinary
             share as traded on the London Stock Exchange over the

                                      E2-5
<PAGE>

             period of the ten trading days ending on the day 30 days after the
             First Relevant Event, as taken from the Stock Exchange Daily
             Official List for those days.
1.6 Takeover offers
       In the event that prior to the First Relevant Event and prior to 3 May
       3006 more than fifty per cent in nominal value of the issued ordinary
       share capital of the Company is acquired by a person or persons acting in
       concert pursuant to an offer for such shares ("the Ordinary Offer") then
       the following provisions shall apply:
       1.6.1 If the consideration for the Ordinary Offer is the issue of
             ordinary shares of the Purchaser listed on a recognised investment
             exchange (as defined in Section 207 Financial Services Act 1985)
             then the holders of the "A" Shares shall be entitled to receive an
             offer (at the election of the purchaser) under which the purchaser
             either:
             1.6.1.1       offers to acquire the "A" Shares as if they had
                           already been redesignated as ordinary shares of the
                           Company on the same terms as the Ordinary Offer;
             1.6.1.2       offers to acquire the "A" Shares in exchange for a
                           new class of deferred share in the purchaser with the
                           same rights (mutatis mutandis) as those of the "A"
                           Shares (including this provision and including in
                           particular the right for each such share to be
                           redesignated as an ordinary share in the purchase on
                           the happening of the First Relevant Event on or prior
                           to 3 May 2006). The number of such shares of the
                           purchaser to be issued shall be calculated by
                           applying the same fact or which applied in the
                           Ordinary Offer.
             In the event that a holder of "A" Shares shall fail to accept
             either offer then the Redemption Value for each such share
             following the happening of the First Relevant Event on or prior to
             3 May 2006 shall be the value attributed to an ordinary share of
             the Company in the Ordinary Offer.
       1.6.2 In any other case the holders of the "A" Shares shall be entitled
             to receive an offer that the purchaser will pay or otherwise give
             value to the holders of the "A" Shares as if they had already been
             redesignated as ordinary shares on the same terms as the Ordinary
             Offer SAVE THAT such consideration shall be contingent upon the
             happening of the First Relevant Event on or prior to 3 May 2006.
             If a holder of "A" Shares shall fail to accept such offer, the
             Redemption Value for each such share following the happening of
             the First Relevant Event on or prior to 3 May 2006 shall be the
             value attributed to an ordinary share of the Company in the
             Ordinary Offer.
2      The "B" Deferred Shares ("the "B" Shares") shall have a nominal value of
       10p (ten pence) and shall confer upon the holders thereof the rights, and
       be subject to the restrictions, as follows:
2.1 Income
       The "B" Shares shall not confer any right to participate in any profits
       of the Company.
2.2 Capital
       (a)   On a winding up or other return of capital payable by reference to
             a record date on or after 4 May 2006 each "B" Share shall entitle
             the holder thereof the right to receive the nominal value thereof
             if and only if the holders of ordinary shares in the capital of
             the Company have received the sum of L1,000,000 (One Million
             Pounds Sterling) per ordinary share.
       (b)   On a return of capital (whether on a liquidation or otherwise)
             payable by reference to a record date on or before 3 May 2006 and
             prior to the Second Relevant Event then the "B" Shares. shall
             provisionally rank pari passu with the Ordinary Shares save that
             no

                                      E2-6
<PAGE>

             distribution shall be made to the holders of the "B" Shares until
             the happening on or prior to 3 May 2006 of the Second Relevant
             Event. If the Second Relevant Event shall not have happened on or
             prior to 3 May 2006 then the rights of the "B" Shares shall revert
             to those set out in paragraph (a) above and the capital
             provisionally allocated to the "B" Shares shall belong to the
             holders of the Ordinary Shares.
2.3 Voting
       The "B" Shares shall not confer upon the holders thereof the right to
       receive notice of or attend or vote at any general meeting of the
       Company.
2.4 Redesignation
       Each "B" Share shall (unless the Company has previously served an "B"
       Redemption Notice) be automatically redesignated as an ordinary share on
       the date thirty days after receipt by the Company of a royalty statement
       from SB stating that the reported sales of Paroxetine/Paxil in
       combination with the Geomatrix Technology marketed by SB or a sub-
       licensee or contract partner of SB during any calendar year ending prior
       to 1 January 2006 exceed US $1,000,000,000 (One Billion US Dollars) or
       during the period 1 January 2006 to 3 May 2006 (both dates inclusive)
       exceed US $337,000,000 (Three Hundred and Thirty Seven Million US
       Dollars) ("the Second Relevant Event").
2.5 Redemption
       2.5.1 Within 14 days of the occurrence of the Second Relevant Event the
             Company may serve written notice (an "B" Redemption Notice) on the
             holders of the "B" Shares that it intends to redeem all (and not
             part only) of such shares in accordance with the following
             provisions and that it requires the delivery to it of all
             certificates for the "B" Shares.
       2.5.2 Upon receipt of an "B" Redemption Notice each registered holder of
             "B" Shares to surrender at the holders risk to the Company the
             certificate for the shares held by him which are to be redeemed so
             that they may be cancelled.
       2.5.3 Upon the later of surrender of the relevant share certificates or
             the date 30 days after the Second Relevant Event the Company will
             pay to the holder of those shares the amount payable in respect of
             the redemption.
       2.5.4 Upon the redemption of the "B" Shares the Company will pay in
             respect of each share so redeemed an amount per "B" Share equal to
             the average of the middle market closing price of an ordinary
             share as traded on the London Stock Exchange over the period of
             the ten trading days ending on the day 30 days after the Second
             Relevant Event, as taken from the Stock Exchange Daily Official
             List for those days.
2.6 Takeover offers
       In the event that prior to the Second Relevant Event and prior to 3 May
       2006 more than fifty per cent in nominal value of the issued ordinary
       share capital of the Company is acquired by a person or persons acting in
       concert pursuant to an offer for such shares ("the Ordinary Offer") then
       the following provisions shall apply:
       2.6.1 If the consideration for the Ordinary Offer is the issue of
             ordinary shares of the Purchaser listed on a recognised investment
             exchange (as defined in Section 207 Financial Services Act 1985)
             then the holders of the "B" Shares shall be entitled to receive an
             offer (at the election of the purchaser) under which the purchaser
             either:
             2.6.1.1       offers to acquire the "B" Shares as if they had
                           already been redesignated as ordinary shares of the
                           Company on the same terms as the Ordinary Offer;

                                     E2-7
<PAGE>
             2.6.1.2       offers to acquire the "B" Shares in exchange for a
                           new class of deferred share in the purchaser with the
                           same rights (mutatis mutandis) as those of the "B"
                           Shares (including this provision and including in
                           particular the right for each such share to be
                           redesignated as an ordinary share in the purchaser on
                           the happening of the Second Relevant Event on or
                           prior to 3 May 2006). The number of such shares of
                           the purchaser to be issued shall be calculated by
                           applying the same fact or which applied in the
                           Ordinary Offer.
       In the event that a holder of "B" Shares shall fail to accept either
       offer then the Redemption Value for each such share following the
       happening of the Second Relevant Event on or prior to 3 May 2006 shall be
       the value attributed to an ordinary share of the Company in the Ordinary
       Offer.
       2.6.2 In any other case the holders of the "B" Shares shall be entitled
             to receive an offer that the purchaser will pay or otherwise give
             value to the holders of the "B" Shares as if they had already been
             redesignated as ordinary shares on the same terms as the Ordinary
             Offer SAVE THAT such consideration shall be contingent upon the
             happening of the Second Relevant Event on or prior to 3 May 2006.
             If a holder of "B" Shares shall fail to accept such offer, the
             Redemption Value for each such share following the happening of
             the Second Relevant Event on or prior to 3 May 2006 shall be the
             value attributed to an ordinary share of the Company in the
             Ordinary Offer.
3      With effect from 4 November 2006, or, if later, the date on which any
       dispute as to whether the First Relevant Event or the Second Relevant
       Event respectively has occurred is resolved pursuant to paragraph 4 below
       ("the Repurchase Dates") the following provisions shall apply to such of
       the "A" Shares and "B" Shares as shall not have been redesignated as
       ordinary shares (such shares being referred to in this paragraph as
       "Deferred Shares"):
3.1    The Company shall have irrevocable authority to appoint any person to
       execute on behalf of the holders of the Deferred Shares a transfer/
       cancellation of the Deferred Shares and/or an agreement to transfer/
       cancel the same, without making any payment to the holders of the
       Deferred Shares to such person or persons as the Company may determine as
       custodian thereof and, pending such transfer and/or cancellation and/or
       purchase, to retain the certificate for such shares. The Company may, at
       its option at any time after the Repurchase Date, purchase all or any of
       the Deferred Shares then in issue, at a price not exceeding one penny for
       all the Deferred Shares so purchased or may cancel such shares by way of
       reduction of capital for no consideration.
3.2    Neither the passing by the Company of any resolution for the cancellation
       of the Deferred Shares for no consideration by means of a reduction of
       capital requiring the confirmation of the Court nor the obtaining by the
       Company nor the making by the Court of any order confirming any such
       reduction of capital nor the becoming effective of any such order shall
       constitute a variation, modification or abrogation of the rights
       attaching to the Deferred Shares and accordingly the Deferred Shares may
       at any time be cancelled for no consideration by means of a reduction of
       capital effected in accordance with the Act without sanction of the part
       of the holders of the Deferred Shares.
4      Any dispute between the Company and any holder of the "A" Shares or the
       "B" Shares as to whether, and if so when, the First Relevant Event or the
       Second Relevant Event has occurred or as to the amount payable on
       redemption thereof shall be referred at the request of either party to
       such dispute to the auditors of the Company for the time being for
       determination. The Company shall provide the auditors with all necessary
       information to enable them to make their determination and in reaching
       their decision the auditors shall act as experts and not as arbitrators.
       The finding of the auditors shall be final and binding on the parties and
       the costs of the auditors shall be borne by the parties to the dispute in
       such proportion as the auditors shall in their absolute discretion
       determine.

                                     E2-8
<PAGE>
5      For the purposes of the foregoing provisions "Geomatrix Technology" shall
       have the meaning ascribed thereto in a Stock Purchase Agreement dated 18
       March 1996 between Dr J Gonella (1) and the Company (2).
6      If the Company's ordinary shares shall be subdivided or consolidated
       between the issue of the "A" Shares and the "B" Shares and their
       respective redesignation as ordinary shares then the rights of the "A"
       Shares and the "B" Shares shall be adjusted in such manner as the
       auditors of the Company (acting as experts and not as arbitrators) shall
       determine.

                                     E2-9