<PAGE> 1
Prospectus Supplement No. 3 Filed Pursuant to Rule 424(b)(3)
to Prospectus dated May 12, 1999 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 MARCH 10, 2000 OWNED AND PERCENTAGE OF
SHARES THAT ARE THAT MAY BE OUTSTANDING
NOT SUBJECT TO SOLD SUBJECT COMMON STOCK AS OF
NAME RESTRICTION TO VESTING MARCH 10, 2000(1)
---- -------------------- ------------ ------------------
<S> <C> <C> <C>
GEORGE W. LUCAS, JR
TTE GEORGE W. LUCAS,
JR TRUST U/A/D 12/11/92 9,166 9,166 *
</TABLE>
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* Less than 1% of the outstanding Common Stock.
(1) On March 10, there were 26,670,144 shares of Common Stock outstanding.
THE DATE OF THIS PROSPECTUS SUPPLEMENT IS MARCH 16, 2000
