<PAGE> 1
FILED PURSUANT TO RULE 424(B)(3)
REGISTRATION NO. 333-45443
PROSPECTUS SUPPLEMENT
DATED APRIL 28, 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>
Morgan Guaranty Trust Company of New York
As Trustee of the Commingled Pension Trust Fund
(Multi-Market Special Investment Fund II)
of Morgan Guaranty Trust Company of New York ............................... $675,000 $675,000 1.9%
Morgan Guaranty Trust Company of New York
As Trustee of the Commingled Pension Trust Fund
(Multi-Market Special Investment Fund I)
of Morgan Guaranty Trust Company of New York ............................... $599,000 $599,000 1.7%
Jefferies & Company........................................................... $500,000 $500,000 1.4%
Morgan Guaranty Trust Company of New York
As Investment Manager and Agent for The Alfred P. Sloan Foundation
(Multi-Market Account) ..................................................... $113,000 $113,000 *
Morgan Guaranty Trust Company of New York
Trustee of the Multi-Market Special
Investment Trust Fund of Morgan Guaranty
Trust Company of New York .................................................. $113,000 $113,000 *
</TABLE>
*Less than 1%
