CENTOCOR INC
424B3, 1999-05-17
IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES
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<PAGE>
 
                                      FILED UNDER RULE 424(b)(3) OF REGULATION C
                                                      SEC FILE NUMBER: 333-53157
PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED JULY 2, 1998)



                                 CENTOCOR, INC.

              $460,000,000 PRINCIPAL AMOUNT OF 4 3/4% CONVERTIBLE
                        SUBORDINATED DEBENTURES DUE 2005
                  (INTEREST PAYABLE AUGUST 15 AND FEBRUARY 15)
                     -------------------------------------
                            9,338,015 COMMON SHARES
                           ($.01 PAR VALUE PER SHARE)
                            ------------------------

     The information in this Prospectus Supplement concerning the Selling
Securityholders supplements the statement set forth under the caption "Selling
Securityholders" in the Prospectus, as supplemented on July 9, 16 and 29, 1998,
August 4, 11, 18 and 24, 1998, September 1, 3, 15, 21 and 24, 1998, October 1,
13, 14 and 20, 1998, November 9, 12, 16, 20 and 30, 1998, December 3, 17, and
29, 1998, January 4 and 6, 1999, February 17, 1999, March 3, 11, 16, 22 and 25,
1999, April 26 and 30, 1999.  Capitalized terms used and not defined herein
shall have the meanings given to them in the Prospectus.

                            SELLING SECURITYHOLDERS

     The information set forth under the caption "Selling Securityholders" in
the Prospectus, as supplemented on July 9, 16 and 29, 1998, August 4, 11, 18 and
24, 1998, September 1, 3, 15, 21 and 24, 1998, October 1, 13, 14 and 20, 1998,
November 9, 12, 16, 20 and 30, 1998, December 3, 17, and 29, 1998, January 4 and
6, 1999, February 17, 1999, March 3, 11, 16, 22 and 25, 1999, April 26 and 30,
1999 is supplemented to add the following:
<TABLE>
<CAPTION>
 
                                                                       NUMBER OF
                                                                       CONVERSION
NAME OF SELLING       AMOUNT OF DEBENTURES        PERCENT OF          SHARES THAT
SECURITYHOLDER(1)      BENEFICIALLY OWNED   OUTSTANDING DEBENTURES   MAY BE SOLD(2)
- --------------------  --------------------  -----------------------  --------------
<S>                   <C>                   <C>                      <C>
 
Fortis Equity
Portfolios, Inc. -
Fortis Growth and
Income Fund                $100,000                 .0002%                  2,030
- ---------------
</TABLE>


(1)  The information set forth herein is as of May 17, 1999 and will be updated
     as required.

(2)  Assumes conversion of the full amount of Debentures held by such holder at
     the initial conversion price of $49.261 per share of Common Stock.  Under
     the terms of the Indenture, fractional shares will not be issued upon
     conversion of the Debentures; cash will be paid in lieu of any fractional
     shares.

The date of this Prospectus Supplement is May 17, 1999.


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