UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  SCHEDULE 13G
                                (RULE 13d - 102)

             Information to be included in statements filed pursuant
           to Rules 13d-1(b), (c) and (d) and amendments thereto filed
                              pursuant to 13d-2(b)

                              (AMENDMENT NO.___ )*

                         Provectus Pharmaceuticals, Inc.
                                (Name of Issuer)

                          Common Stock, par value $.001
                         (Title of Class of Securities)

                                    74373F100
                                 (CUSIP Number)


                                 August 6, 2004
             (Date of Event which Requires Filing of this Statement)

                 Check the appropriate box to designate the rule
                    pursuant to which this Schedule is filed:

                                [ ] Rule 13d-1(b)
                                [x] Rule 13d-1(c)
                                [ ] Rule 13d-1(d)


 *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
                  disclosures provided in a prior cover page.

The information required on 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).

                       (Continued on the Following Pages)



1.      NAMES OF REPORTING PERSONS
        I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

               Castlerigg Master Investments Ltd.

2.      CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

        (a)  [x]
        (b)  [ ]

3.      SEC USE ONLY

4.      CITIZENSHIP OR PLACE OF ORGANIZATION

             British Virgin Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

5.      SOLE VOTING POWER

             0

6.      SHARED VOTING POWER

             1,614,462

7.      SOLE DISPOSITIVE POWER

             0

8.      SHARED DISPOSITIVE POWER

             1,614,462

9.      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

             1,614,462

10.     CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
        EXCLUDES CERTAIN SHARES*       [X]

11.     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

             9.99%

12.     TYPE OF REPORTING PERSON*

             CO

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!


1.      NAMES OF REPORTING PERSONS
        I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

             Sandell Asset Management Corp.

2.      CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

        (a)  [x]
        (b)  [ ]

3.      SEC USE ONLY

4.      CITIZENSHIP OR PLACE OF ORGANIZATION

             British Virgin Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

5.      SOLE VOTING POWER

             0

6.      SHARED VOTING POWER

             1,614,462

7.      SOLE DISPOSITIVE POWER

             0

8.      SHARED DISPOSITIVE POWER

             1,614,462

9.      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

             1,614,462

10.     CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
        EXCLUDES CERTAIN SHARES*       [X]

11.     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

          9.99%

12.     TYPE OF REPORTING PERSON*

             CO

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!


1.      NAMES OF REPORTING PERSONS
        I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

               Castlerigg International Limited

2.      CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

        (a)  [x]
        (b)  [ ]

3.      SEC USE ONLY

4.      CITIZENSHIP OR PLACE OF ORGANIZATION

             British Virgin Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

5.      SOLE VOTING POWER

             0

6.      SHARED VOTING POWER

             1,614,462

7.      SOLE DISPOSITIVE POWER

             0

8.      SHARED DISPOSITIVE POWER

             1,614,462

9.      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

             1,614,462

10.     CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
        EXCLUDES CERTAIN SHARES*       [X]

11.     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

             9.99%

12.     TYPE OF REPORTING PERSON*

             CO

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!


1.      NAMES OF REPORTING PERSONS
        I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

               Castlerigg International Holdings Limited

2.      CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

        (a)  [x]
        (b)  [ ]

3.      SEC USE ONLY

4.      CITIZENSHIP OR PLACE OF ORGANIZATION

             British Virgin Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

5.      SOLE VOTING POWER

             0

6.      SHARED VOTING POWER

             1,614,462

7.      SOLE DISPOSITIVE POWER

             0

8.      SHARED DISPOSITIVE POWER

             1,614,462

9.      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

             1,614,462

10.     CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
        EXCLUDES CERTAIN SHARES*       [X]

11.     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

             9.99%

12.     TYPE OF REPORTING PERSON*

             CO

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!



1.      NAMES OF REPORTING PERSONS
        I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

             Thomas E. Sandell

2.      CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

        (a)  [x]
        (b)  [ ]

3.      SEC USE ONLY

4.      CITIZENSHIP OR PLACE OF ORGANIZATION

             Sweden

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

5.      SOLE VOTING POWER

             0

6.      SHARED VOTING POWER

             1,614,462

7.      SOLE DISPOSITIVE POWER

             0

8.      SHARED DISPOSITIVE POWER

             1,614,462

9.      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

             1,614,462

10.     CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
        EXCLUDES CERTAIN SHARES*       [X]

11.     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

             9.99%

12.     TYPE OF REPORTING PERSON*

             IN

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!


ITEM 1(a).      NAME OF ISSUER:

     Provectus Pharmaceuticals, Inc. ("Issuer")

ITEM 1(b).      ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:

     7327 Oak Ridge Highway, Suite A
     Knoxville, Tennessee 37931


ITEM 2(a).      NAME OF PERSON FILING:

     The  names of the  persons  filing  this  statement  on  Schedule  13G are:
Castlerigg   Master   Investments   Ltd.,  a  British  Virgin  Islands   company
("Castlerigg  Master  Investments"),  Sandell Asset Management  Corp., a British
Virgin Islands company ("SAMC"),  Castlerigg  International  Limited,  a British
Virgin Islands company ("Castlerigg  International"),  Castlerigg  International
Holdings Limited, a British Virgin Islands company ("Castlerigg Holdings"),  and
Thomas E. Sandell, a citizen of Sweden ("Sandell").

ITEM 2(b).      ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:

     The principal  business address for each of Castlerigg Master  Investments,
Castlerigg  International  and  Castlerigg  Holdings is c/o Citco Fund  Services
(Curacao) N.V., Kaya Flamboyan 9, P.O. Box 812, Curacao, Netherlands, Antilles.

     The principal business address for each of SAMC and Sandell is 40 West 57th
Street, 26th Floor, New York, New York 10019.

ITEM 2(c).      CITIZENSHIP:

     Each of Castlerigg Master Investments, Castlerigg International, Castlerigg
Holdings  and SAMC is a  company  formed  under the laws of the  British  Virgin
Islands.

     Mr. Sandell is a citizen of Sweden.

ITEM 2(d).      TITLE OF CLASS OF SECURITIES:

     Common Stock, par value $.001 per share (the "Common Stock")

ITEM 2(e).      CUSIP NUMBER:

     74373F100

ITEM 3.         IF THIS STATEMENT IS FILED PURSUANT TO RULE 13d-1(b),
                OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:

        (a)     [ ] Broker or dealer registered under Section 15 of the
                    Exchange Act.

        (b)     [ ] Bank as defined in Section 3(a)(6) of the Exchange Act.

        (c)     [ ] Insurance company defined in Section 3(a)(19) of the
                    Exchange Act.


        (d)     [ ] Investment company registered under Section 8 of the
                    Investment Company Act.

        (e)     [ ] An investment adviser in accordance with Rule
                    13d-1(b)(1)(ii)(E).

        (f)     [ ] An employee benefit plan or endowment fund in accordance
                    with Rule 13d-1(b)(1)(ii)(F).

        (g)     [ ] A parent holding company or control person in accordance
                    with Rule 13d-1(b)(1)(ii)(G).

        (h)     [ ] A savings association as defined in Section 3(b) of the
                    Federal Deposit Insurance Act.

        (i)     [ ] A church plan that is excluded from the definition of an
                    investment company under Section 3(c)(14) of the
                    Investment Company Act;

        (j)     [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

     If this statement is filed pursuant to Rule 13d-1(c), check this box [x]

ITEM 4.         OWNERSHIP.

     Provide  the  following  information  regarding  the  aggregate  number and
percentage of the class of securities of the issuer identified in Item 1.

        (a)       Amount beneficially owned:

                  The Reporting  Persons  beneficially own 1,614,462 shares of
                  Common  Stock  consisting  of (i)  962,962  shares of Common
                  Stock,  and (ii) warrants  exercisable for 651,500 shares of
                  Common Stock.  The  Reporting  Persons  disclaim  beneficial
                  ownership of 311,462  shares of Common Stock.  See below for
                  further   information   concerning  the  Reporting  Persons'
                  exclusion of such 311,462  shares of Common Stock from their
                  beneficial ownership.

                  In accordance with Rule 13d-4 under the Securities  Exchange
                  Act of 1934,  as  amended,  because  the number of shares of
                  Common Stock into which the Reporting  Persons' Warrants are
                  exercisable  are  limited  pursuant  to  the  terms  of  the
                  Warrants  to that  number of shares  of Common  Stock  which
                  would  result  in the  Reporting  Persons  having  aggregate
                  beneficial  ownership  of  9.99%  of the  total  issued  and
                  outstanding   shares  of  Common   Stock   (the   "Ownership
                  Limitation"),  the  Reporting  Persons  disclaim  beneficial
                  ownership  of any and all shares of Common  Stock that would
                  cause the Reporting Persons' aggregate  beneficial ownership
                  to exceed the Ownership Limitation.

        (b)      Percent of Class:

                 The Reporting  Persons  beneficially own 1,614,462 shares of
                 Common  Stock  representing  9.99%  of all  the  outstanding
                 shares of Common Stock.

        (c)      Number of shares as to which such person has:



              (i)   Sole power to vote or to direct the vote

                    Not applicable.

              (ii)  Shared  power to vote or to  direct  the vote of
                    shares of Common Stock:

                    Castlerigg  Master  Investments,  Castlerigg  International,
                    Castlerigg  Holdings,  SAMC and Mr.  Sandell have the shared
                    power to vote or  direct  the vote of  1,614,462  shares  of
                    Common Stock beneficially owned by the Reporting Persons.

              (iii) Sole power to dispose or to direct the  disposition of
                    shares of Common Stock:

                    Not applicable.

              (iv)  Shared  power to dispose or to direct  the  disposition
                    of shares of Common Stock:

                    Castlerigg  Master  Investments,  Castlerigg  International,
                    Castlerigg  Holdings,  SAMC and Mr.  Sandell have the shared
                    power  to  dispose  or to  direct  the  disposition  of  the
                    1,614,462 shares of Common Stock  beneficially  owned by the
                    Reporting Persons.


ITEM 5.         OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.

     If this  statement  is being  filed to report  the fact that as of the date
hereof the Reporting Persons have ceased to be the beneficial owner of more than
five percent of the class of securities, check the following [ ].


ITEM 6.        OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.

     Not applicable.


ITEM 7.        IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
               ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING
               COMPANY.

     The shares of Common Stock  beneficially owned by the Reporting Persons are
owned  directly by Castlerigg  Master  Investments.  Castlerigg  Holdings is the
controlling   shareholder  of  Castlerigg  Master   Investments  and  Castlerigg
International is the controlling shareholder of Castlerigg Holdings.

ITEM 8.        IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.

     See Exhibit B attached hereto.


ITEM 9.        NOTICE OF DISSOLUTION OF GROUP.

     Not applicable.



ITEM 10.       CERTIFICATION.

     By signing below the undersigned  certifies that, to the best of its or his
knowledge and belief, the securities referred to above were not acquired and are
not held for the purpose of or with the effect of changing  or  influencing  the
control of the issuer of the  securities  and were not acquired and are not held
in connection with or as a participant in any transaction having that purpose or
effect.



                                   SIGNATURE

     After reasonable  inquiry and to the best of its knowledge and belief,  the
undersigned  certifies that the information set forth in this statement is true,
complete, and correct.


Dated:  August 16, 2004        CASTLERIGG MASTER INVESTMENTS LTD.
                               By: Sandell Asset Management Corp.
                                     As Investment Manager


                                   By: /s/ Thomas E. Sandell
                                       ---------------------
                                   Name:   Thomas E. Sandell
                                   Title:  Director


                               SANDELL ASSET MANAGEMENT CORP.


                               By: /s/ Thomas E. Sandell
                                   ---------------------
                               Name:   Thomas E. Sandell
                               Title:  Director



                               CASTLERIGG INTERNATIONAL LIMITED


                               By: /s/ Thomas E. Sandell
                                   ---------------------
                               Name:   Thomas E. Sandell
                               Title:  Director


                               CASTLERIGG INTERNATIONAL HOLDINGS LIMITED


                               By: /s/ Thomas E. Sandell
                                   ---------------------
                               Name:   Thomas E. Sandell
                               Title:  Director


                               /s/ Thomas E. Sandell
                               ---------------------
                                   Thomas E. Sandell



                                    EXHIBIT A
                             JOINT FILING AGREEMENT

     The  undersigned  hereby  agree that the  statement  on  Schedule  13G with
respect to the  Common  Stock of  Provectus  Pharmaceuticals,  Inc.  dated as of
August 16, 2004 is, and any  further  amendments  thereto  signed by each of the
undersigned shall be, filed on behalf of each of the undersigned pursuant to and
in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange
Act of 1934, as amended.


Dated:  August 16, 2004        CASTLERIGG MASTER INVESTMENTS LTD.
                               By: Sandell Asset Management Corp.
                                     As Investment Manager


                                   By: /s/ Thomas E. Sandell
                                       ---------------------
                                   Name:   Thomas E. Sandell
                                   Title:  Director


                               SANDELL ASSET MANAGEMENT CORP.


                               By: /s/ Thomas E. Sandell
                                   ---------------------
                               Name:   Thomas E. Sandell
                               Title:  Director



                               CASTLERIGG INTERNATIONAL LIMITED


                               By: /s/ Thomas E. Sandell
                                   ---------------------
                               Name:   Thomas E. Sandell
                               Title:  Director


                               CASTLERIGG INTERNATIONAL HOLDINGS LIMITED


                               By: /s/ Thomas E. Sandell
                                   ---------------------
                               Name:   Thomas E. Sandell
                               Title:  Director


                               /s/ Thomas E. Sandell
                               ---------------------
                                   Thomas E. Sandell




                                    EXHIBIT B

                     IDENTIFICATION OF MEMBERS OF THE GROUP



Castlerigg Master Investments Ltd.
Sandell Asset Management Corp.
Castlerigg International Limited
Castlerigg International Holdings Limited
Thomas E. Sandell