ADVANCED POLYMER SYSTEMS INC /DE/
10-Q, 1998-11-13
PLASTIC MATERIALS, SYNTH RESINS & NONVULCAN ELASTOMERS
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                              FORM 10-Q
                  SECURITIES AND EXCHANGE COMMISSION
                       Washington, D.C.  20549


[X]        Quarterly Report Under Section 13 or 15(d)
             of the Securities Exchange Act of 1934

          For the quarterly period ended September 30, 1998


[ ]        Transition Report Pursuant to Section 13 or 15(d)
                of the Securities Exchange Act of 1934

          For the transition period from          to         
                                         --------    --------

                    Commission file Number 0-16109


                    ADVANCED POLYMER SYSTEMS, INC.
                    ------------------------------
         (Exact name of registrant as specified in its charter)


        Delaware                                       94-2875566
- -------------------------------                ------------------------
(State or other jurisdiction of                           (IRS Employer
incorporation or organization)                      Identification No.)


               123 Saginaw Drive, Redwood City, CA  94063
               ------------------------------------------
                (Address of principal executive offices)

                           (650) 366-2626
          ----------------------------------------------------
          (Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports 
required to be filed by Section 13 or 15 (d) of the Securities Exchange 
Act of 1934 during the preceding 12 months (or for such shorter period 
that the registrant was required to file such reports), and (2) has 
been subject to such filing requirements for the past 90 days.
                                                       Yes  X     No   
                                                           ---      ---
At October 30, 1998, the number of outstanding shares of the Company's 
common stock, par value $.01, was 19,991,207.

<PAGE>
                                INDEX


PART I.    FINANCIAL INFORMATION

ITEM 1. Financial Statements (unaudited):

Condensed Consolidated Balance Sheets 
September 30, 1998 and December 31, 1997

Condensed Consolidated Statements of Operations
for the three and nine months ended September 30,
1998 and 1997

Condensed Consolidated Statements of Cash Flows
for the nine months ended September 30, 1998 and 1997

Notes to Condensed Consolidated Financial Statements

ITEM 2. Management's Discussion and Analysis of Financial 
        Condition and Results of Operations


PART II.   OTHER INFORMATION

ITEM 1. Legal Proceedings               

ITEM 6. Exhibits and Reports on Form 8-K

    Signatures

<PAGE>
PART I.    FINANCIAL INFORMATION
           ---------------------
ITEM 1.    Financial Statements (unaudited):
           --------------------------------

CONDENSED BALANCE SHEETS (UNAUDITED)
- ------------------------------------
<TABLE>
<CAPTION>

                                 September 30, 1998   December 31, 1997
                                 ------------------   -----------------
<S>                                    <C>                <C>
ASSETS
Current assets:
  Cash and cash equivalents            $  3,437,784       $  8,672,021
  Trade accounts receivable, net          5,940,254          3,388,665
  Inventory                               2,831,239          2,639,129
  Prepaid expenses and other              1,145,521            541,151
                                         ----------         ----------

   Total current assets                  13,354,798         15,240,966

Property and equipment, net               8,596,823          6,771,173
Deferred loan costs, net                    156,245            353,693
Prepaid license fees, net                    20,726             82,880
Goodwill and other intangible
  assets                                  1,392,575          1,477,542
Other long-term assets                      182,891            254,180
                                         ----------         ----------
                                       $ 23,704,058       $ 24,180,434
                                         ==========         ==========

LIABILITIES & SHAREHOLDERS' EQUITY
Current liabilities:
  Accounts payable                     $  1,167,231       $  1,636,189
  Accrued expenses                        1,866,251          2,832,299
  Accrued melanin purchase 
   commitments                            1,800,000          1,800,000
  Deferred revenues                         450,000            348,000
  Current portion - long-term debt        3,672,270          2,523,389
                                         ----------         ----------
Total current liabilities                 8,955,752          9,139,877

Deferred revenues                         1,493,094          1,743,869
Long-term debt                               24,295          3,055,460
                                         ----------         ----------
Total liabilities                        10,473,141         13,939,206
                                         ----------         ----------

Shareholders' equity:
  Common stock and common stock
   warrants                              84,719,333         82,505,394
  Accumulated deficit                   (71,488,416)       (72,264,166)
                                         ----------         ----------
Total shareholders' equity               13,230,917         10,241,228
                                         ----------         ----------
                                       $ 23,704,058       $ 24,180,434
                                         ==========         ==========
<FN>
See accompanying notes.
</FN>
</TABLE>

<PAGE>

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
- -----------------------------------------------------------
<TABLE>
<CAPTION>

                              Three Months Ended September 30,    Nine Months Ended September 30,
                              --------------------------------    -------------------------------
                                 1998             1997              1998             1997
                                 ----             ----              ----             ----
<S>                             <C>              <C>               <C>              <C>

Product and technology 
  revenues                      $ 5,152,862      $ 4,136,606       $14,822,482      $12,183,254
Milestone payment                        --               --                --        1,500,000
                                 ----------       ----------        ----------       ----------

Total revenues                    5,152,862        4,136,606        14,822,482       13,683,254

Cost of sales                     1,950,668        1,757,132         5,653,621        5,200,826

Operating expenses:
 Research & development             996,052          915,361         3,195,894        2,748,652
 Selling & marketing                684,585          873,450         2,299,311        2,996,331
 General & administration           859,585          818,826         2,451,686        2,731,825
                                 ----------       ----------        ----------       ----------

Total operating expenses          2,540,222        2,607,637         7,946,891        8,476,808
                                 ----------       ----------        ----------       ----------

Operating income (loss)             661,972         (228,163)        1,221,970            5,620

Interest income                      51,001          100,579           205,360          260,106

Interest expense                   (193,127)        (260,705)         (633,326)        (800,959)

Other income (expense), net           2,105           (6,978)          (18,254)         (72,845)
                                 ----------       ----------        ----------       ----------

Net income (loss)               $   521,951      $  (395,267)      $   775,750      $  (608,078)
                                 ==========       ==========        ==========       ==========

Basic earnings (loss) per 
  common share                  $      0.03      $     (0.02)      $      0.04      $     (0.03)
                                 ==========       ==========        ==========       ==========

Diluted earnings (loss) per
  common share                  $      0.03      $     (0.02)      $      0.04      $     (0.03)
                                 ==========       ==========        ==========       ==========

Weighted average common shares
 outstanding-basic               19,969,391       18,895,691        19,807,934       18,626,475
                                 ==========       ==========        ==========       ==========

Weighted average common shares
 outstanding-diluted             20,248,716       19,927,911        20,349,075       19,732,955
                                 ==========       ==========        ==========       ==========

<FN>
See accompanying notes.
</FN>
</TABLE>

<PAGE>
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
- -----------------------------------------------------------

<TABLE>
<CAPTION>
                                    For the nine months ended September 30,
                                    ---------------------------------------
                                            1998             1997
                                         ----------       ----------
<S>                                     <C>              <C>

Cash flows from operating activities:
Net income (loss)                       $   775,750      $  (608,078)
 Adjustments to reconcile net income
  (loss) to net cash used in 
  operating activities:
   Depreciation and amortization            761,470          725,224
   Amortization of deferred loan costs      197,448          197,448
   Provision for deferred compensation       77,204          171,757
 Changes in operating assets and 
  liabilities:
   Trade accounts receivable             (2,551,589)      (1,499,214)
   Inventory                               (192,110)        (576,115)
   Prepaid expenses and other              (604,370)        (115,398)
   Other assets                              71,289         (490,577)
   Accounts payable and accrued expenses (1,462,282)        (205,756)
   Deferred revenues                       (148,775)       1,500,000
                                          ---------        ---------
Net cash used in operating activities    (3,075,965)        (900,709)
                                          ---------        ---------
Cash flows from investing activities:
   Purchases of fixed assets             (2,439,999)      (1,257,731)
   Purchases of marketable securities             -       (1,596,617)
   Maturities and sales of marketable
     securities                                   -        1,596,617
   Proceeds from assets held for sale             -        2,181,004
                                          ---------        ---------
Net cash (used in) provided by
 investing activities                    (2,439,999)         923,273
                                          ---------        ---------
Cash flows from financing activities:
   Proceeds from the exercise of common
    stock options and warrants and
    issuance of restricted stock          2,054,376        4,003,203
   Proceeds from shares issued under
    the Employee Stock Purchase Plan        109,635                -
   Repayment of long-term debt           (1,882,284)        (876,408)
                                          ---------        ---------
Net cash provided by financing

 activities                                 281,727        3,126,795
                                          ---------        ---------
Net (decrease) increase in cash and
 cash equivalents                        (5,234,237)       3,149,359

Cash and cash equivalents, beginning 
 of the period                            8,672,021        5,394,509
                                          ---------        ---------
Cash and cash equivalents, end 
 of the period                          $ 3,437,784      $ 8,543,868
                                          =========        =========
Supplemental disclosure of non-cash
 financing transactions:
  Cash paid for interest                $   448,026      $   605,019
                                          =========        =========
<FN>
See accompanying notes.
</FN>
</TABLE>
<PAGE>

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
- ----------------------------------------------------
SEPTEMBER 30, 1998 AND 1997 (UNAUDITED)
- ---------------------------------------

(1)  Basis of Presentation
     ---------------------

In the opinion of management, the accompanying unaudited condensed 
consolidated financial statements contain all adjustments, 
consisting of normal recurring adjustments, necessary to present 
fairly the financial position of Advanced Polymer Systems, Inc. 
and subsidiaries ("the Company" or "APS") as of September 30, 1998 
and the results of their operations for the three and nine months 
ended September 30, 1998 and 1997, and their cash flows for the 
nine months ended September 30, 1998 and 1997.

These condensed consolidated statements should be read in 
conjunction with the Company's audited consolidated financial 
statements for the years ended December 31, 1997, 1996 and 1995 
included in the Company's Annual Report on Form 10-K.

The condensed consolidated financial statements include the 
financial statements of the Company and its subsidiaries, Premier, 
Inc. ("Premier") and APS Analytical Standards, Inc.  All 
significant intercompany balances and transactions have been 
eliminated in consolidation.

The Company considers all short-term investments which have 
original maturities of less than three months to be cash 
equivalents.

Certain reclassifications have been made to the prior period 
financial statements to conform with the presentation in 1998.

(2)  Common Shares Outstanding and Earnings (Loss) Per Share 
     --------------------------------------------------------
     Information
     -----------

Common stock outstanding as of September 30, 1998 is as follows:


                                            Number of Shares
                                            ----------------
Common stock outstanding as of 
 December 31, 1997                               19,464,821
Warrants exercised                                  310,278
Options exercised                                    77,494
Restricted stock issued                             100,000
Shares issued under the Employee Stock 
 Purchase Plan                                       17,465
                                                 ----------
Total shares                                     19,970,058
                                                 ==========

The following table sets forth the computation of the Company's 
basic and diluted earnings (loss) per share:



<TABLE>
<CAPTION>
                              Three Months Ended September 30,   Nine Months Ended September 30,
                              -------------------------------    -------------------------------
                                   1998             1997              1998             1997
                                   ----             ----              ----             ----
<S>                           <C>              <C>               <C>              <C>

Net income (loss) (numerator) $  521,951       $(395,267)        $  775,750        $ (608,078)
                               ==========       =========         ==========       ==========

Shares calculation 
 (denominator):
 Weighted average shares
  outstanding - basic          19,969,391       18,895,691        19,807,934       18,626,475
Effect of dilutive 
 securities:
 Stock options and employee
  stock purchase plan             142,023          608,896           393,347          665,831
 Warrants                         137,302          423,324           147,794          440,649
                               ----------       ----------        ----------       ----------
 Weighted average shares
  outstanding - diluted        20,248,716       19,927,911        20,349,075       19,732,955
                               ==========       ==========        ==========       ==========

Earnings (loss) per 
  share - basic               $      0.03      $     (0.02)      $      0.04      $     (0.03)
                               ==========       ==========        ==========       ==========

Earnings (loss) per 
  share - diluted             $      0.03      $     (0.02)      $      0.04      $     (0.03)
                               ==========       ==========        ==========       ==========
</TABLE>



The following options with expiration dates ranging from November 
19, 2001 to June 23, 2008 were outstanding during the periods 
presented, but were not included in the computation of diluted 
earnings per share since the exercise prices of the options were 
greater than the average market price of the common shares:


<TABLE>
<CAPTION>

                                 Three Months Ended                  Nine Months Ended
                                    September 30,                      September 30,
                                 ------------------                  -----------------
                                 1998             1997              1998             1997
                                 ----             ----              ----             ----
<S>                          <C>              <C>               <C>              <C>

Number outstanding             1,844,556        859,955           1,185,630        818,024
Range of exercise prices     $5.63-$15.00     $7.75-$15.00      $6.82-$15.00     $8.125-$15.00
</TABLE>




(3)  Comprehensive Income
     --------------------

During the first quarter of 1998, the Company adopted Statement of 
Financial Accounting Standards No. 130 "Reporting Comprehensive 
Income" which establishes standards for reporting and display of 
comprehensive income and its components in a full set of general 
purpose financial statements.  For the three and nine months ended 
September 30, 1998 and 1997, comprehensive income (loss) was the 
same as net income (loss).

(4)  New Accounting Standards
     ------------------------

In June 1997, the Financial Accounting Standards Board issued 
Statement of Financial Accounting Standards No. 131 "Disclosures 
about Segments of a Business Enterprise" which is effective for 
financial statements beginning after December 15, 1997, and 
establishes standards for disclosures about segments of an 
enterprise.  In its consolidated financial statements for the year 
ending December 31, 1998, the Company will make the required 
disclosures.

In April 1998, the AICPA Accounting Standards Executive Committee 
issued Statement of Position 98-5 (SOP 98-5), "Reporting on the 
Costs of Start-Up Activities" which is effective for financial 
statements for fiscal years beginning after December 15, 1998.  
The SOP requires that costs incurred during start-up activities, 
including organization costs, be expensed as incurred.  Initial 
application of SOP 98-5 should be as of the beginning of the 
fiscal year in which the SOP is first adopted and should be 
reported as the cumulative effect of a change in accounting 
principle.  Earlier application is encouraged.  The Company will 
adopt SOP 98-5 in its fiscal year beginning January 1, 1999.  The 
Company anticipates that adoption of this SOP will not have a 
material effect on the consolidated financial statements.

In June 1998, the FASB issued SFAS No. 133 "Accounting for 
Derivative Instruments and Hedging Activities" (SFAS 133) which 
will be effective for all fiscal quarters of fiscal years 
beginning after June 15, 1999.  SFAS 133 establishes accounting 
and reporting standards for derivative instruments and for hedging 
activities.  It requires that an entity recognize all derivatives 
as either assets or liabilities in the statement of financial 
position and measure those instruments at fair value.  The 
Statement generally provides for matching the timing of gain or 
loss recognition on the hedging instrument with the recognition of 
(a) the changes in the fair value of the hedged asset or liability 
that are attributed to the hedged risk or (b) the earnings effect 
of hedged forecasted transactions.  Earlier application of all 
provisions of this Statement is encouraged but it is permitted 
only as of the beginning of any fiscal quarter that begins after 
issuance of this Statement.  The Company anticipates that adoption 
of this Statement will not have a material effect on the 
consolidated financial statements.

(5)  Inventory   
     ---------

The major components of inventory are as follows:

<TABLE>
<CAPTION>
                         September 30, 1998      December 31, 1997
                         ------------------      -----------------
<S>                          <C>                    <C>
Raw materials and work-
  in-process                 $  796,190             $  834,496
Finished goods                2,035,049              1,804,633
                              ---------              ---------
Total inventory              $2,831,239             $2,639,129
                              =========              =========
     </TABLE>

(6)  Legal Proceedings
     -----------------

In November, 1997 Biosource Technologies, Inc. ("Biosource") 
filed a complaint against the Company in the San Mateo Superior 
Court.  Biosource claims damages from the Company of an amount 
not less than $1,050,000, on the grounds that the Company has 
failed to pay certain minimum amounts allegedly due under a 
contract for the supply of melanin.  Biosource also claims 
interest on that sum and costs.

The Company has denied liability, basing its defense on the 
assertion that obligations under the contract have been 
suspended, because the expected FDA approval of the Company's 
melanin-based product has not yet been forthcoming.  The 
Company is vigorously defending the action, and has cross 
claimed for rescission of the contract and restitution of money 
paid thereunder, and for a declaratory judgment that it is not 
indebted to Biosource.

The Company expects that the outcome of this legal proceeding 
will not have a material adverse effect on the consolidated 
financial statements considering amounts accrued at September 
30, 1998.

<PAGE>
ITEM 2. Management's Discussion and Analysis of Financial Condition
        -----------------------------------------------------------
        and Results of Operations (all dollar amounts rounded to the
        ------------------------------------------------------------   
        nearest thousand)
        -----------------

Overview
- --------

Except for statements of historical fact, the statements herein are 
forward-looking and are subject to a number of risks and uncertainties 
that could cause actual results to differ materially from the 
statements made.  These include, among others, uncertainty associated 
with timely approval, launch and acceptance of new products, 
establishment of new corporate alliances, progress in research and 
development programs and other risks described below or identified from 
time to time in the Company's Securities and Exchange Commission 
filings.

The Company's revenues are derived principally from product sales, 
license fees and royalties.  The Company is currently manufacturing and 
selling Microsponge(R) and Polytrap(R) delivery systems for use by 
customers in approximately 100 different personal care and cosmetic 
products. Under strategic alliance arrangements entered into with 
certain corporations, APS can receive an initial license fee, future 
milestone payments, royalties based on third party product sales or a 
share of partners' revenues, and revenues from the supply of 
Microsponge and Polytrap systems.

These strategic alliances are intended to provide the Company with the 
marketing expertise and/or financial strength of other companies. In 
this respect, the Company's periodic financial results are dependent 
upon the degree of success of current collaborations and the Company's 
ability to negotiate acceptable collaborative agreements in the future.

Results of Operations for the Three Months Ended September 30, 1998 and
- -----------------------------------------------------------------------
1997
- ----

Product and technology revenues for the three months ended September 
30, 1998 totaled $5,153,000 compared to $4,137,000 in the corresponding 
quarter of the prior year, representing an increase of $1,016,000 or 
25%. This was due primarily to increased sales of proprietary 
cosmeceutical products including two new product launches, increased 
royalties from Johnson & Johnson on higher sales of Retin-A(R) Micro 
(TM), and upfront technology revenues received from new corporate 
partners for access to new products.

Gross profit for the third quarter of 1998 of $3,202,000 represented 
62% of product and technology revenues, an increase of four percentage 
points over the corresponding quarter of the prior year.  This was 
primarily attributable to increased royalties from Johnson & Johnson, 
an increase in revenues from higher margin cosmeceutical products and 
license fees received from new corporate partners in the quarter.

Total operating expenses for the three months ended September 30, 1998 
decreased by $67,000 or 3% to $2,540,000 compared to the corresponding 
period of the prior year.

Research and development expense increased by $81,000 or 9% to $996,000 
due mainly to increased headcount, clinical studies and increased 
expenditure in the companies new bioerodible technologies.  This was 
offset by a decrease in selling and marketing expense of $189,000 or 
22% to $685,000 due to decreased headcount. General and administrative 
expense increased by $41,000 or 5% to $860,000 due mainly to a modest 
increase in the use of outside services.

Operating income for the three months ended September 30, 1998 totaled 
$662,000 compared to an operating loss of $228,000 in the year-ago 
period, an improvement of $890,000.

Interest income decreased by $50,000 or 49% to $51,000 compared with 
the corresponding quarter of the prior year due to lower interest rates 
on lower average cash balances.  Interest expense decreased by $68,000 
or 26% to $193,000 due mainly to scheduled debt principal repayments.

Net income for the quarter was $522,000 compared to a net loss in the 
third quarter of the prior year of $395,000.

Results of Operations for the Nine Months Ended September 30, 1998 and
- ----------------------------------------------------------------------
1997
- ----

Product and technology revenues for the nine months ended September 30, 
1998 totaled $14,822,000, an increase of $2,639,000 or 22% over the 
corresponding period of the prior year.  This increase was mainly due 
to increased sales of cosmeceutical products, increased royalties from 
Johnson & Johnson on sales of Retin-A Micro and upfront technology 
revenues received from new corporate partners for access to new 
products.  Total revenues for the first nine months of 1997 also 
included a milestone payment of $1,500,000 from Johnson & Johnson upon 
receipt of marketing clearance from the FDA for Retin-A Micro in 
February 1997.

Gross profit on product and technology revenues for the first nine 
months of 1998 was $9,169,000, an increase of $2,186,000 or 31% over 
the corresponding period of the prior year.  As a percentage of sales, 
gross profit increased by five percentage points to 62%.  The increase 
was due primarily to increased sales of higher margin cosmeceutical 
products, increased royalties from Johnson & Johnson on sales of Retin-
A Micro and license fees paid by new corporate partners for access to 
new products.

Total operating expenses for the nine months ended September 30, 1998 
decreased by $530,000 or 6% to $7,947,000 compared to the corresponding 
period of the prior year.

Research and development expense for the nine months period increased 
by $447,000 or 16% due mainly to increased headcount, increased 
expenditure in new technology and expenses resulting from the Company's 
move to new facilities in the first quarter of 1998.  This was offset 
by a decrease in selling and marketing expense of $697,000 or 23% to 
$2,299,000 due to decreased headcount and one-time expenses related to 
the relocation of a senior executive in the year-ago period. General 
and administrative expense decreased by $280,000 or 10% due mainly to a 
continued decrease in the use of outside services.

Operating income for the nine month period ended September 30, 1998 
totaled $1,222,000, an increase of $1,216,000 over the corresponding 
period of the prior year.

Interest income decreased by $55,000 or 21% to $205,000 for the nine 
month period due mainly to lower interest on lower cash balances.  
Interest expense decreased by $168,000 or 21% to $633,000 due to 
scheduled debt principal repayments.

Net income for the nine months ended September 30, 1998 amounted to 
$776,000 compared to a loss of $608,000 in the corresponding period of 
the prior year.

Capital Resources and Liquidity
- -------------------------------

Total assets as of September 30, 1998 were $23,704,000 compared with 
$24,180,000 at December 31, 1997, and working capital decreased to 
$4,399,000 from $6,101,000, mainly due to an increase in the current 
portion of long-term debt.  In the same period, cash and cash 
equivalents decreased to $3,438,000 from $8,672,000.  During the first 
nine months of 1998, the Company's operating activities used $3,076,000 
of cash. This principally related to an increase in receivables as a 
result of increased shipments for the launches of new products by 
corporate partners.  The Company invested approximately $3,196,000 in 
product research and development and $2,299,000 in selling and 
marketing the Company's products and technologies.

Capital expenditures for the nine months ended September 30, 1998 
totaled $2,440,000 compared to $1,258,000 in the same period of the 
prior year.  The increase in capital expenditures is mainly due to 
capital projects that have increased capacity and improved automation 
in the Company's manufacturing facility in Lafayette, Louisiana in 
order to meet anticipated higher volume requirements.  This plant 
expansion and modernization project has now been completed.  In 
addition, the Company's lease on its facilities in Redwood City expired 
and the increase in capital expenditures also included leasehold 
improvements, primarily laboratories, in the Company's new facilities 
in Redwood City.

The Company has financed its operations, including product research and 
development, from amounts raised in debt and equity financings, the 
sale of Microsponge and Polytrap delivery systems and analytical 
standard products; payments received under licensing agreements; and 
interest earned on short-term investments.  

The Company's existing cash and cash equivalents, collections of trade 
accounts receivable, together with interest income and other revenue 
producing activities including royalties, licensing fees and milestone 
payments, are expected to be sufficient to meet the Company's working 
capital requirements for the foreseeable future, assuming no changes to 
existing business plans.

Year 2000 Compliance
- --------------------

The Company is conducting a comprehensive review of its internal 
computer systems to ensure these systems are adequate to address the 
issues expected to arise in connection with the Year 2000.  These 
issues include the possibility that software which uses only the last 
two digits to refer to the year will no longer function properly for 
years that begin with 20 rather than 19 .  In addition, the Company 
plans to review the status of its customers and suppliers with regard 
to this issue and assess the potential impact of non-compliance by such 
parties on the Company's operations.

The Company has developed a phased program to address Year 2000 issues. 
The first phase consists of identifying necessary changes to 
application software used by the Company.  The Company utilizes an 
integrated ERP system for the majority of its manufacturing and 
financial systems and has received the Year 2000 compliant version of 
the software from the vendor.  Implementation of the upgraded software 
was completed on September 30, 1998.

The second phase consists of determining whether Company systems not 
addressed in Phase One (including non-IT systems) are year 2000 
compliant.  The second phase is expected to be complete by the first 
quarter of 1999 for critical systems and the second quarter of 1999 for 
non-critical systems.

The third phase consists of determining the extent to which the Company 
may be impacted by third parties' systems, which may not be Year 2000-
compliant.  The Year 2000 computer issue creates risk for the Company 
from third parties with whom the Company deals on financial 
transactions worldwide.  While the Company expects to complete efforts 
to seek reassurance from its suppliers and service providers by the 
second quarter of 1999, there can be no assurance that the systems of 
other companies with which the Company deals or on which the Company's 
systems rely will be converted on a timely basis, or that any such 
failure to convert by another company could not have an adverse effect 
on the Company.

Based on current estimates, management expects the total cost to 
remediate non-compliant systems will be less than $650,000 
(approximately $510,000 of which has been incurred to date).  The 
estimate may change materially as the Company continues to review and 
audit the result of its work.

The Company has not yet developed any formal contingency plans for 
addressing any problems which may result if the work performed in phase 
two does not successfully resolve all issues by the Year 2000.

Failure to complete any necessary remediation by the Year 2000 may have 
a material adverse impact on the operations of the Company.  Failure of 
third parties, such as customers and suppliers, to remediate year 2000 
problems in their IT and non-IT systems would also have a material 
adverse impact on the operations of the Company.



PART II. OTHER INFORMATION
         -----------------

ITEM 1.  Legal Proceedings
         -----------------

In November, 1997 Biosource Technologies, Inc. ("Biosource") filed a 
complaint against the Company in the San Mateo Superior Court.  
Biosource claims damages from the Company of an amount not less than 
$1,050,000, on the grounds that the Company has failed to pay 
certain minimum amounts allegedly due under a contract for the 
supply of melanin.  Biosource also claims interest on that sum and 
costs.

The Company has denied liability, basing its defense on the 
assertion that obligations under the contract have been suspended, 
because the expected FDA approval of the Company's melanin-based 
product has not yet been forthcoming.  The Company is vigorously 
defending the action, and has cross claimed for rescission of the 
contract and restitution of money paid thereunder, and for a 
declaratory judgment that it is not indebted to Biosource.

The Company expects that the outcome of this legal proceeding will 
not have a material adverse effect on the consolidated financial 
statements considering amounts accrued at September 30, 1998.


ITEM 6.  Exhibits and Reports on Form 8-K
         --------------------------------

(a)  Exhibits:  27  Financial Data Schedule as of and for the nine 
months ended September 30, 1998.

<PAGE>
                              SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, 
the registrant has duly caused this report to be signed on its behalf 
by the undersigned thereunto duly authorized.


                                     ADVANCED POLYMER SYSTEMS, INC.



Date: November 12, 1998       By:  /s/ John J. Meakem, Jr.
      -----------------            --------------------------------
                                       John J. Meakem, Jr.
                                       Chairman, President and
                                       Chief Executive Officer



Date: November 12, 1998       By:  /s/ Michael O'Connell
      -----------------            --------------------------------
                                       Michael O'Connell
                                       Executive Vice President,
                                       Chief Administrative Officer
                                       and Chief Financial Officer


<PAGE>
                             EXHIBIT INDEX

                               Form 10-Q


EXHIBIT         DESCRIPTION

  27            Financial Data Schedule        


<TABLE> <S> <C>

<ARTICLE>5
<LEGEND>THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED 
FROM THE UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEET AS OF SEPTEMBER 
30, 1998, AND CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS FOR THE 
NINE MONTHS ENDED SEPTEMBER 30, 1998, AND IS QUALIFIED IN ITS ENTIRETY 
BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
<MULTIPLIER>                                 1
<PERIOD-TYPE>                            9-MOS
<FISCAL-YEAR-END>                  DEC-31-1998
<PERIOD-END>                       SEP-30-1998
<CASH>                               3,437,784
<SECURITIES>                                 0
<RECEIVABLES>                        5,940,254
<ALLOWANCES>                            49,149
<INVENTORY>                          2,831,239
<CURRENT-ASSETS>                    13,354,798
<PP&E>                              17,647,451
<DEPRECIATION>                       9,050,628
<TOTAL-ASSETS>                      23,704,058
<CURRENT-LIABILITIES>                8,955,752
<BONDS>                                 24,295
                        0
                                  0
<COMMON>                               199,701
<OTHER-SE>                          13,031,216
<TOTAL-LIABILITY-AND-EQUITY>        23,704,058
<SALES>                             12,448,196
<TOTAL-REVENUES>                    14,822,482
<CGS>                                5,653,621
<TOTAL-COSTS>                        5,653,621
<OTHER-EXPENSES>                     7,946,891
<LOSS-PROVISION>                        (6,321)
<INTEREST-EXPENSE>                     633,326
<INCOME-PRETAX>                        775,750
<INCOME-TAX>                                 0
<INCOME-CONTINUING>                    775,750
<DISCONTINUED>                               0
<EXTRAORDINARY>                              0
<CHANGES>                                    0
<NET-INCOME>                           775,750
<EPS-PRIMARY>                             0.04
<EPS-DILUTED>                             0.04

</TABLE>


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