<PAGE> 1
Prospectus Supplement No. 3 Filed pursuant to Rule 424(b)(3)
to Prospectus dated March 6, 2000 Registration No. 333-31354
ALKERMES, INC.
$250,000,000 3 3/4% CONVERTIBLE SUBORDINATED NOTES DUE 2007
1,845,018 SHARES OF COMMON STOCK
This prospectus supplement supplements the information contained in the
prospectus of Alkermes, Inc. dated March 6, 2000, as supplemented by Prospectus
Supplement No. 1 dated March 10, 2000 and Prospectus Supplement No. 2 dated
March 17, 2000, relating to the potential resale from time to time of the 3 3/4%
Convertible Subordinated Notes due 2007 of Alkermes and the resale of shares of
common stock of Alkermes issuable upon conversion of the notes. 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.
The following table supplements the information set forth in the
prospectus under the caption "Selling Securityholders" with respect to the
selling securityholders and the respective principal amount of notes which are
beneficially owned and may be sold by each selling securityholder, and the
number of shares of common stock that may be sold by the selling securityholders
pursuant to this prospectus, as amended or supplemented:
<TABLE>
<CAPTION>
Number of Shares of Common
Stock Issued Upon Conversion
Principal Amount of Notes of the Notes that May be
Beneficially Owned and Offered (2)
Name of Selling Securityholder (1) Offered
<S> <C> <C>
Fidelity Financial Trust: Fidelity Convertible $9,100,000 67,158
Securities Fund
Victory Convertible Securities Fund 500,000 3,690
</TABLE>
(1) The information set forth herein is as of March 24, 2000 and will be
updated as required.
(2) Assumes conversion of the full principal amount of the notes held by such
holder at the initial conversion price of $135.50 per share of common
stock.
THE DATE OF THIS PROSPECTUS SUPPLEMENT IS MARCH 24, 2000
