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Registration Statement No. 33-77376
Filed pursuant to Rule 424(b)(3)
under the Securities Act of 1933
Rider to Prospectus dated September 8, 1994
Relating to Shares Underlying Warrants
U.S. BIOSCIENCE, INC.
Common Stock
Effective the close of business April 22, 1996, U.S. Bioscience,
Inc. effected a 1-for-2 reverse stock split of its Common Stock,
reducing by 50% the number of outstanding shares of Common Stock.
In connection with the reverse stock split, the par value of the
Common Stock was changed from $.005 per share to $.01 per share.
Effective the opening of business April 23, 1996 it will require
two warrants, rather than one warrant, to purchase one share of
Common Stock, par value $.01 per share, and the exercise price
for the two warrants will be $18.40 to purchase one share rather
than $9.20 to purchase one share. For example, if on April 22,
1996 you held a warrant certificate representing 100 warrants to
purchase 100 shares at a price of $9.20 per share (aggregate
exercise price $920), that certificate now represents 100
warrants to purchase 50 shares at an exercise price of $18.40 per
share (aggregate exercise price $920).