<PAGE> 1
Rule 424(b)3
SEC File No.: 333-08659
ADVANCED TISSUE SCIENCES, INC.
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SUPPLEMENT NO. 1 DATED AUGUST 29, 1997
TO PROSPECTUS DATED AUGUST 6, 1996
This Supplement No. 1 is part of and should be read in conjunction with
the Prospectus of Advanced Tissue Sciences, Inc., a Delaware corporation (the
"Company"), dated August 6, 1996 ("Prospectus") relating to the resale of
275,000 shares of the Company's Common Stock by certain stockholders of the
Company. Capitalized terms used but not defined in this Supplement No. 1 have
the meanings given to them in the Prospectus. The information presented herein
either supersedes and/or adds to similar information included in the Prospectus.
The information contained in the table under the caption "Selling
Stockholders" appearing on page 13 of the Prospectus is hereby amended and
restated to indicate the number of shares being offered by the Selling
Stockholders named below.
<TABLE>
<CAPTION>
Number of
Number of Shares Percent of
Shares Beneficially Registered Outstanding
Name of Selling Holders Owned(1) for Sale Hereby Shares
- ----------------------- ------------------- --------------- -----------
<S> <C> <C> <C>
Ramius Hatteras Partners, L.P.(2) 131,250 131,250 *
J.P. Morgan Ventures Corporation 100,000 100,000 *
Promethean Investment Group, L.L.C. 43,750 43,750 *
------- -------
Total 275,000 275,000
======= =======
</TABLE>
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* Less than 1% as of July 31, 1997.
(1) All shares of Common Stock of the Company shown as beneficially owned are
issuable upon the exercise of outstanding warrants.
(2) Ramius Hatteras Partners, L.P. has agreed to purchase up to $50,000,000
shares of Common Stock of the Company at the Company's discretion pursuant
to the Investment Agreement dated February 9, 1996 described below.
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