<PAGE>
FILED UNDER RULE 424(B)(3)
REGISTRATION STATEMENT NO. 33-99724
PROSPECTUS SUPPLEMENT NO. 2
TO
PROSPECTUS DATED DECEMBER 4, 1995
OF
MATRITECH, INC.
This Prospectus Supplement supplements the Prospectus dated December 4,
1995 and the Prospectus Supplement dated June 21, 1996 (collectively, the
"Prospectus") of Matritech, Inc. (the "Company") relating to the resale of up to
3,498,916 shares of the Company's Common Stock, par value $.01 per share (the
"Common Stock"), which Prospectus was filed as a part of the Company's
Registration Statement No. 33-99724.
The date of this Prospectus Supplement is November 8, 1996
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In connection with the transfer by Hanifen, Imhoff Inc. of certain
Underwriting Warrants, the "Selling Securityholders" section of the
Prospectus is hereby amended to (i) delete the reference on Page 10 to Hanifen,
Imhoff Inc., and (ii) replace such reference as follows:
SHARES OF COMMON STOCK
<TABLE>
<CAPTION>
SECURITYHOLDER NAME (1) SHARES BENEFICIALLY SHARES SHARES BENEFICIALLY
OWNED PRIOR TO OFFERING OFFERED OWNED AFTER OFFERING
NUMBER PERCENT (3) ------- NUMBER PERCENT (3)
----------- ----------- ------- ----------
<S> <C> <C> <C> <C> <C>
Hanifen, Imhoff Inc. (17) 157,488 1.22 157,488 0 *
Margaret A. Sitzmann (21) 1,828 * 1,828 0 *
Lawrence J. Madden (22) 1,071 * 971 100 *
Ann Mategrano (23) 971 * 971 0 *
Peter H. McGlynn (24) 563 * 563 0 *
</TABLE>
(17) As of December 4, 1995 and as adjusted to reflect the subsequent transfer
of (i) Underwriting Warrants to purchase 3,885 shares of Common Stock to Alan
Zuckerman, (ii) Underwriting Warrants to purchase 1,942 shares of Common Stock
to Jon Kruljac, (iii) Underwriting Warrants to purchase 1,828 shares of Common
Stock to Margaret A. Sitzmann, (iv) Underwriting Warrants to purchase 971 shares
of Common Stock to Lawrence J. Madden, (v) Underwriting Warrants to purchase 971
shares of Common Stock to Ann Mategrano and (vi) Underwriting Warrants to
purchase 563 shares of Common Stock to Peter H. McGlynn, the beneficial
holdings of Hanifen, Imhoff Inc. consist of Underwriting Warrants to purchase
157,488 shares of Common Stock. Hanifen, Imhoff Inc. acted as the lead
underwriter in the Company's initial public offering in July 1992.
(21) Ms. Sitzmann's beneficial holdings as of November 1, 1996 includes
Underwriting Warrants to purchase 1,828 shares of Common Stock. Such individual
received her Underwriting Warrants by transfer from Hanifen, Imhoff Inc.
(22) Mr. Madden's beneficial holdings as of November 7, 1996 includes
Underwriting Warrants to purchase 971 shares of Common Stock. Such individual
received his Underwriting Warrants by transfer from Hanifen, Imhoff Inc.
(23) Such individual received her Underwriting Warrants by transfer from
Hanifen, Imhoff Inc.
(24) Such individual received his Underwriting Warrants by transfer from
Hanifen, Imhoff Inc.
