LIPOSOME CO INC
10-C, 1995-06-05
COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-C

REPORT BY ISSUER OF SECURITIES QUOTED ON NASDAQ
INTERDEALER QUOTATION SYSTEM

FILED PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
AND RULE 13A-17 OR 15D-17 THEREUNDER


The Liposome Company, Inc.
(Exact name of issuer as specified in charter)

One Research Way, Princeton Forrestal Center, Princeton, NJ 08540
 (Address of principal Executive offices)

Issuer's telephone number, including area code (609) 452-7060


CHANGE IN NUMBER OF SHARES OUTSTANDING

Indicate any change (increase or decrease) of 5% or more in the number of shares
outstanding:

1. Title of Security
Common Stock, par value $.01 per share

2. Number of shares
outstanding before the change 27,274,962

3. Number of shares
outstanding after the change 27,724,962

4. Effective date of
change April 27, 1995 (date of SEC order of effectiveness)
May 26, 1995 (closing date)

5. Method of change:
Specify method (such as merger, acquisition, exchange, distribution, stock
split, reverse split, acquisition of stock for treasury, etc.) Distribution
Give brief description of transaction Public offering of Common Stock
pursuant to
Registration No. 33-58169


II. CHANGE IN NAME OF ISSUER

1. Name prior to change

2. Name after change

3. Effective date of
charter amendment changing name

4. Date of shareholder
approval of change, if required

Date June 5, 1995
(Officer's signature & title)
Vice President, General Counsel and Secretary





VIA FEDERAL EXPRESS


June 5, 1995


Ms. Joan O'Kane
NASDAQ Operations
National Association of Securities Dealers, Inc.
1735 K Street, N.W.
Washington, D.C. 20006

Dear Ms. O'Kane:

      Subject: Form 10-C - The Liposome Company, Inc.

Enclosed you will find Form 10-C for the issuance of additional shares of Common
Stock of The Liposome Company, Inc., effective May 26, 1995,as filed via Edgar
Link with the SEC.

Sincerely yours,

THE LIPOSOME COMPANY, INC.




Carol J. Gillespie
Vice President, General Counsel and
Secretary


Enclosures



10C-2.sec



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