Rule 424(b)3
SEC File No. 333-08659
ADVANCED TISSUE SCIENCES
________________________
Supplement No. 2 Dated March 22, 2000
To Prospectus Dated August 6, 1996
This Supplement No. 2 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. 2 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 13of 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 Shares Percent of
Beneficially Registered for Outstanding
Name of Selling Holders Owned (1) Sale Hereby Shares
- ----------------------- ------------ -------------- ----------
<S> <C> <C> <C>
Hatteras Partners, L.P. (2) .............. 168,782 121,407 *
J.P. Morgan Ventures Corporation ......... 100,000 100,000 *
Promethean Investment Group, L.L.C ....... 43,750 43,750 *
Andrew Kaplan ............................ 12,468 9,843 *
------- -------
Total ........................... 325,000 275,000
======= =======
</TABLE>
__________________
* Less than 1% as of March 15, 2000.
(1) All shares of Common Stock of the Company shown as beneficially owned
are issuable upon the exercise of outstanding warrants.
(2) Hatteras Partners, L.P. (formerly Ramius Hatteras Partners, L.P.) had
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; however, no shares were purchased and the
Investment Agreement has been terminated.
