<PAGE> 1
FILED PURSUANT TO RULE 424(b)(3)
REGISTRATION NO. 333-45443
PROSPECTUS SUPPLEMENT
DATED FEBRUARY 22, 1999
TO THE PROSPECTUS DATED APRIL 10, 1998
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 April 10, 1998 relating to the Company's $35,000,000 aggregate
principal amount of 6.75% Convertible Subordinated Debentures due 2006 (the
"Debentures") issued in a private placement on May 17, 1996 and the 1,717,217
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>
Deutsche Bank Securities.......... $6,955,000 $6,955,000 19.9%
</TABLE>
