<PAGE> 1
Prospectus Supplement No. 2
to Prospectus dated May 12, 1999
Filed Pursuant to Rule 424B(3)
File No. 333-75645
ALKERMES, INC.
3,680,508 SHARES OF COMMON STOCK
This Prospectus Supplement supplements information contained in that
certain Prospectus of Alkermes, Inc. (the "Company") dated May 12, 1999 (the
"Prospectus") relating to the potential resale from time to time of Common
Stock, par value $.01 per share (the "Common Stock") issued upon consummation of
the merger between the Company's subsidiary and Advanced Inhalation Research,
Inc. 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 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
COMMON STOCK
BENEFICIALLY
AS OF AUGUST 18, 1999 OWNED AND PERCENTAGE OF
SHARES THAT ARE THAT MAY BE OUTSTANDING
NOT SUBJECT TO SOLD SUBJECT COMMON STOCK AS OF
NAME RESTRICTION TO VESTING AUGUST 18, 1999(1)
---- --------------------- ------------ ------------------
<S> <C> <C> <C>
DAVID A. EDWARDS(2) 0 591,556 2.34%
ODEON INVESTMENTS, L.P.(2) 167,000 167,000 *
GERMAIN CHARITABLE TRUST(2) 167,000 167,000 *
</TABLE>
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* Less than 1% of the outstanding Common Stock.
(1) On August 18,1999, there were 25,250,637 shares of Common Stock
outstanding.
(2) David A. Edwards is the Chief Scientific Officer of Advanced Inhalation
Research, Inc., a wholly owned subsidiary of the Company. Dr Edwards is the
sole limited partner and owner of the general partner of Odeon Investments,
L.P. Dr. Edwards is a beneficiary, and not the trustee, of the Germain
Charitable Trust.
THE DATE OF THIS PROSPECTUS SUPPLEMENT IS AUGUST 20, 1999
