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                       Securities and Exchange Commission
                              Washington, DC 20549

                                    Form 8-K

                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(d) OF THE

                         SECURITIES EXCHANGE ACT OF 1934

       Date of Report (Date of earliest event reported) September 22, 2004

                                  ASTRALIS LTD.
             (Exact Name of Registrant as Specified in its Charter)


          Delaware                     000-30997                 84-1508866
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(State or Other Jurisdiction    (Commission File Number)       (IRS Employer
     of Incorporation)                                      Identification  No.)

75 Passaic Avenue, Fairfield, New Jersey                            07004
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(Address of Principal Executive Offices)                          (Zip Code)

Registrant's telephone number, including area code: (973) 227-7168

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          (Former Name or Former Address, if Changed Since Last Report)

      Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

      |_|   Written communications pursuant to Rule 425 under the Securities Act
            (17 CFR 230.425)

      |_|   Soliciting material pursuant to Rule 14a-12 under the Exchange Act
            (17 CFR 240.14a-12)

      |_|   Pre-commencement communications pursuant to Rule 14d-2(b) under the
            Exchange Act (17 CFR 240.14d-2(b))

      |_|   Pre-commencement communications pursuant to Rule 13e-4(c) under the
            Exchange Act (17 CFR 240.13e-4(c))

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ITEM 5.02 Departure of Directors or Principal Officers; Election of Directors;
          Appointment of Principal Officers.

      On September 22, 2004, Gaston Liebhaber resigned from the Registrant's
board of directors. Mr. Liebhaber stated in his resignation letter that he is
resigning because he is retiring and relocating.



                                   SIGNATURES

      Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                         ASTRALIS LTD.


Date: September 28, 2004                 By: /s/ Jose Antonio O'Daly
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                                             Jose Antonio O'Daly
                                             Chairman of the Board of Directors,
                                             President of Research and
                                             Development and Interim Chief
                                             Executive Officer