<PAGE>


                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549


                                   FORM 8-K
                                --------------



                                CURRENT REPORT

  Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934


                               FEBRUARY 9, 1996
                                Date of Report
                      (Date of earliest event reported)

                      ---------------------------------
                                      


                        ADVANCED TISSUE SCIENCES, INC.
            (Exact name of registrant as specified in its charter)

                      ---------------------------------



          Delaware                    0-016607             14-1701513
---------------------------------    -----------       -------------------    
(State or other jurisdiction of      (Commission        (I.R.S. Employer
of incorporation or organization)      File No.)       Identification No.)


     10933 North Torrey Pines Road, La Jolla, California          92037
     ---------------------------------------------------        ----------
           (Address of principal executive offices)             (Zip Code)


     Registrant's telephone number, including area code:  (619) 450-5730








<PAGE>
Item 5.  Other Events

Effective  February  9, 1996, Advanced Tissue Sciences, Inc. (the "Company" or
"Advanced Tissue Sciences") entered into an investment agreement (the
"Investment  Agreement") with Ramius Hatteras Partners, L.P. (the "Investor"),
a newly formed, single purpose investment group, for an equity line which
allows  the  Company  to  access up to $50 million through sales of its Common
Stock.    The equity line will remain available for a period of two years from
the  date  of  the Investment Agreement.  The decision to draw any funds under
the Investment Agreement and the timing of any such draw is solely at the
Company's discretion.

The  Investment Agreement provides that Advanced Tissue Sciences can obtain up
to  $15 million at any one time through a sale of the Company's Common Stock. 
Should  the Company draw upon the equity line, any shares sold will be at a 5%
discount to the average low trading price of the Company's Common Stock over a
specified  period  of  time  as determined by market volume at the time of the
draw.    Drawing under the Investment Agreement is subject to the satisfaction
of certain conditions, including registration of the shares, a minimum trading
price  of  $2.00 per share, and certain limitations on the number of shares of
the  Company's  Common Stock being held by the Investor at any point in time. 
Palladin Group, L.L.C. has guaranteed the equity line.

As  a  commitment  fee  for keeping the equity line available for the two-year
period, the Company has issued a warrant dated February 9, 1996 (the
"Warrant")  to  the Investor exercisable for 175,000 shares of Common Stock at
an exercise price of $10.50 per share.  The Warrant is exercisable for a
period of seven years. Under the Investment Agreement and the Warrant, a
registration  statement  pertaining to the warrant shares is to being filed by
the  earlier  of 180 days from the date of the Warrant or before any funds are
drawn under the Investment Agreement.

The  Investment  Agreement between the Company and the Investor dated February
9, 1996 is attached hereto as exhibit and is incorporated herein by reference.
The foregoing summary is qualified in its entirety by reference to such
exhibit.

Item 7.  Exhibits

Exhibit
Number                          Description
-------                         -----------

  4.1         Investment Agreement between Advanced Tissue Sciences, Inc. and 
              Ramius Hatteras Partners, L.P., dated February 9, 1996



                                  SIGNATURES

      Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                     ADVANCED TISSUE SCIENCES, INC.


Date:  February 16, 1996             By: /s/  Arthur J. Benvenuto
                                         ----------------------------
                                         Arthur J. Benvenuto
                                         Chairman and Chief Executive Officer

<PAGE>
                                EXHIBIT INDEX


Exhibit
Number                          Description                            Page
-------                         -----------                            ----

  4.1        Investment Agreement between Advanced Tissue 
             Sciences, Inc. and Ramius Hatteras Partners, L.P.,
             dated February 9, 1996
[{"type": "8-K", "sequence": "1", "secsgml_size_bytes": 4842}]
{"company-data": {"conformed-name": "ADVANCED TISSUE SCIENCES INC", "cik": "0000829549", "assigned-sic": "2836", "irs-number": "141701513", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-16607", "film-number": "96523042"}, "business-address": {"street1": "10933 N TORREY PINES RD", "city": "LA JOLLA", "state": "CA", "zip": "92037", "phone": "6194505730"}, "mail-address": {"street1": "10933 NORTH TORREY PINES ROAD", "street2": "10933 NORTH TORREY PINES ROAD", "city": "LA JOLLA", "state": "CA", "zip": "92037"}, "former-company": {"former-conformed-name": "MARROW TECH INC", "date-changed": "19911230"}}
SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                                   FORM 8-K
                                --------------

                                CURRENT REPORT

  Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934

                               FEBRUARY 9, 1996
                                Date of Report
                      (Date of earliest event reported)

                      ---------------------------------
                                      

                        ADVANCED TISSUE SCIENCES, INC.
            (Exact name of registrant as specified in its charter)

                      ---------------------------------

          Delaware                    0-016607             14-1701513
---------------------------------    -----------       -------------------    
(State or other jurisdiction of      (Commission        (I.R.S. Employer
of incorporation or organization)      File No.)       Identification No.)

     10933 North Torrey Pines Road, La Jolla, California          92037
     ---------------------------------------------------        ----------
           (Address of principal executive offices)             (Zip Code)

     Registrant's telephone number, including area code:  (619) 450-5730
Item 5.  Other Events

Effective  February  9, 1996, Advanced Tissue Sciences, Inc. (the "Company" or
"Advanced Tissue Sciences") entered into an investment agreement (the
"Investment  Agreement") with Ramius Hatteras Partners, L.P. (the "Investor"),
a newly formed, single purpose investment group, for an equity line which
allows  the  Company  to  access up to $50 million through sales of its Common
Stock.    The equity line will remain available for a period of two years from
the  date  of  the Investment Agreement.  The decision to draw any funds under
the Investment Agreement and the timing of any such draw is solely at the
Company's discretion.

The  Investment Agreement provides that Advanced Tissue Sciences can obtain up
to  $15 million at any one time through a sale of the Company's Common Stock. 
Should  the Company draw upon the equity line, any shares sold will be at a 5%
discount to the average low trading price of the Company's Common Stock over a
specified  period  of  time  as determined by market volume at the time of the
draw.    Drawing under the Investment Agreement is subject to the satisfaction
of certain conditions, including registration of the shares, a minimum trading
price  of  $2.00 per share, and certain limitations on the number of shares of
the  Company's  Common Stock being held by the Investor at any point in time. 
Palladin Group, L.L.C. has guaranteed the equity line.

As  a  commitment  fee  for keeping the equity line available for the two-year
period, the Company has issued a warrant dated February 9, 1996 (the
"Warrant")  to  the Investor exercisable for 175,000 shares of Common Stock at
an exercise price of $10.50 per share.  The Warrant is exercisable for a
period of seven years. Under the Investment Agreement and the Warrant, a
registration  statement  pertaining to the warrant shares is to being filed by
the  earlier  of 180 days from the date of the Warrant or before any funds are
drawn under the Investment Agreement.

The  Investment  Agreement between the Company and the Investor dated February
9, 1996 is attached hereto as exhibit and is incorporated herein by reference.
The foregoing summary is qualified in its entirety by reference to such
exhibit.

Item 7.  Exhibits

Exhibit
Number                          Description
-------                         -----------

  4.1         Investment Agreement between Advanced Tissue Sciences, Inc. and 
              Ramius Hatteras Partners, L.P., dated February 9, 1996

                                  SIGNATURES

      Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                     ADVANCED TISSUE SCIENCES, INC.

Date:  February 16, 1996             By: /s/  Arthur J. Benvenuto
                                         ----------------------------
                                         Arthur J. Benvenuto
                                         Chairman and Chief Executive Officer
EXHIBIT INDEX

Exhibit
Number                          Description                            Page
-------                         -----------                            ----

  4.1        Investment Agreement between Advanced Tissue 
             Sciences, Inc. and Ramius Hatteras Partners, L.P.,
             dated February 9, 1996