Filed Pursuant to Rule 424(b)(3)
Registration No. 333-112904

PROSPECTUS SUPPLEMENT NO. 5

(To Prospectus dated August 6, 2004)

Valeant Pharmaceuticals International

$240,000,000 3.0% Convertible Subordinated Notes due 2010

$240,000,000 4.0% Convertible Subordinated Notes due 2013

and the Common Stock Issuable upon Conversion of the Notes

        This prospectus supplement relates to the resale by various selling securityholders of $240,000,000 aggregate principal amount of our 3.0% convertible subordinated notes due 2010, $240,000,000 aggregate principal amount of our 4.0% convertible subordinated notes due 2013 and shares of our common stock into which the notes are convertible. This prospectus supplement may only be delivered or used in connection with our prospectus dated August 6, 2004. Our common stock is quoted on the New York Stock Exchange under the symbol “VRX.”

      Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Prospectus Supplement No. 5 dated October 12, 2004.

      The information appearing in the following table supplements or supersedes (where the name of the selling securityholder appears in our prospectus or any supplement thereto) in part the information in the table under the heading “Selling Securityholders” in our prospectus (as amended by any previous prospectus supplement) and was provided by or on behalf of the selling securityholders.

		Principal Amount of						Percentage of
		Notes Beneficially		Principal Amount of		Number of Shares of		Common
		Owned Prior to		Notes Offered by		Common Stock That		Stock
Name of Selling Securityholder(1)		This Offering		This Prospectus		May Be Sold(2)		Outstanding
3.0% convertible subordinated notes due 2010 (CUSIP No. 91911XAA2)
Credit Suisse First Boston Europe Ltd.		$	100,000	$	100,000		3,163		*
Credit Suisse First Boston LLC			0		0		0		0
KBC Convertible Mac 28 Fund			370,000		370,000		11,704		*
KBC Convertible Opportunities Fund			4,390,000		4,390,000		138,871		*
KBC Multi Strategy Arbitrage Fund			5,000,000		5,000,000		158,168		*
Melody IAM Fund, Ltd.			240,000		240,000		7,592		*
S.A.C. Capital Associates, LLC			0		0		0		0
	All other holders of 3.0% convertible subordinated notes due 2010 or shares of common stock issued on conversion of such notes and future transferees, pledgees, donees, and successors thereof(3)	$	2,214,000	$	2,214,000		70,036		*
4.0% convertible subordinated notes due 2013 (CUSIP No. 91911XAC8)
Amaranth LLC		$	2,500,000	$	2,500,000		79,084		*
Credit Suisse First Boston Europe Ltd.			50,000		50,000		1,581		*
Credit Suisse First Boston LLC			0		0		0		0
S.A.C. Arbitrage Fund, LLC			6,000,000		6,000,000		189,801		*
S.A.C. Capital Associates, LLC			0		0		0		0
	All other holders of 4.0% convertible subordinated notes due 2013 or shares of common stock issued on conversion of such notes and future transferees, pledgees, donees, and successors thereof(3)	$	36,718,000	$	36,718,000		1,161,522		1.36	%

*	Less than 1%.
(1)	Information concerning the selling securityholders may change from time to time. Any such changed information will be set forth in amendments or supplements to our prospectus dated August 6, 2004, if and when required.
(2)	Unless otherwise indicated, includes all shares of common stock issuable upon conversion of the notes and assumes a conversion rate of 31.6336 shares for each $1,000 principal amount of notes and a cash payment in lieu of any fractional share. However, this conversion rate will be subject to adjustment as described under “Description of the Notes — Conversion Rate Adjustments.” As a result, the number of shares of common stock offered hereby may increase or decrease in the future. Also assumes that the notes are convertible immediately. As described above under “Description of the Notes — Conversion of Notes,” the notes are convertible only in specified circumstances.
(3)	Information concerning other selling securityholders will be set forth in amendments or supplements to our prospectus dated August 6, 2004, if required.