<PAGE> 1
Filed Pursuant to Rule 424(b)(3)
Registration No. 333-37737
PROSPECTUS SUPPLEMENT
DATED FEBRUARY 22, 1999
TO THE PROSPECTUS DATED NOVEMBER 14, 1997
ALTERNATIVE LIVING SERVICES, INC.
Alternative Living Services, Inc. (the "Company") has prepared this
Prospectus Supplement to update certain information included in the Company's
Prospectus dated November 14, 1997 relating to the Company's $50,000,000
aggregate principal amount of 7% Convertible Subordinated Debentures due 2004
(the "Debentures"), issued in a private placement on May 21, 1997 and the
2,469,136 shares of common stock, $.01 par value, of the Company that are
issuable upon conversion of the Debentures, subject to adjustment under certain
circumstances.
The table set forth in the Prospectus under the caption "SELLING
SECURITYHOLDERS" is hereby supplemented as follows:
<TABLE>
<CAPTION>
PRINCIPAL PRINCIPAL
AMOUNT AMOUNT
OF OF
DEBENTURES DEBENTURES PERCENT OF
BENEFICIALLY THAT MAY BE OUTSTANDING
NAME OWNED SOLD DEBENTURES
- ---- ------------ ----------- -----------
<S> <C> <C> <C>
Forum Capital Markets LLC*......................... $400,000 $400,000 **
</TABLE>
- ------------------
* As disclosed in a Prospectus Supplement dated July 8, 1998, Forum Capital
Markets LLC is also offering for sale, pursuant to the Prospectus, Debentures
in the principal amount of $690,000 (all or a portion of which may have
already been sold), representing 1.4% of the outstanding Debentures.
** Less than 1%
