<PAGE> 1
File pursuant to
Rule 424(B)(3)
File # 333-50157
Prospectus Supplement No. 2
to Prospectus dated April 27, 1998
ALKERMES, INC.
2,300,000 SHARES OF $3.25 CONVERTIBLE EXCHANGEABLE PREFERRED STOCK
$115,000,000 6 1/2% CONVERTIBLE SUBORDINATED DEBENTURES
3,881,940 SHARES OF COMMON STOCK
This Prospectus Supplement supplements information contained in that
certain Prospectus of Alkermes, Inc. (the "Company") dated April 27, 1998 (the
"Prospectus") relating to the potential resale from time to time of $3.25
Convertible Exchangeable Preferred Stock, par value $.01 per share (the
"Preferred Stock"), 6 1/2% Convertible Subordinated Debentures (if issued) (the
"Debentures") and Common Stock (the "Common Stock") issuable upon conversion of
the Preferred Stock or Debentures (if issued). This Prospectus Supplement is not
complete without, and may not be delivered or utilized except in connection
with, the Prospectus, including any amendments or supplements thereto.
Capitalized terms used herein but not defined have the meanings assigned to such
terms in the Prospectus.
The following table supplements the information set forth in the Prospectus
under the caption "Selling Shareholders" with respect to the Selling
Shareholders and the respective amount of shares of Preferred Stock beneficially
owned by each Selling Shareholder and that may be sold, the principal amount of
Debentures which would be beneficially owned and may be sold by each Selling
Shareholder, and number of shares of Common Stock that may be sold by the
Selling Shareholders pursuant to this Prospectus, as amended or supplemented:
<TABLE>
<CAPTION>
NUMBER OF
SHARES OF PRINCIPAL
PREFERRED AMOUNT OF
STOCK DEBENTURES NUMBER OF
BENEFICIALLY PERCENT OF BENEFICIALLY CONVERSION
OWNED AND OUTSTANDING OWNED AND SHARES
THAT MAY PREFERRED THAT MAY THAT MAY
NAME (1) BE SOLD STOCK BE SOLD BE SOLD (2)
- -------- ------------ ------------- ------------ -----------
<S> <C> <C> <C> <C>
KA Trading LP 37,950 1.65% $1,897,500 64,052
KA Management Ltd. 77,050 3.35 3,852,500 130,044
</TABLE>
(1) The information set forth herein is as of May 12,1998 and will be updated
as required.
(2) Assumes conversion of the full amount of Preferred Stock held by such
holder at the initial conversion rate of 1.6878 shares of Common Stock for
each share of Preferred Stock.
THE DATE OF THIS PROSPECTUS SUPPLEMENT IS MAY 22, 1998
