<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


                                July 7, 1995
                               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
 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

Advanced Tissue Sciences, Inc. (the "Company") completed a series private 
placements on June 26, 1995, July 7, 1995 and July 12, 1995, issuing a 
total of 2,614,432 shares of Common Stock and raising total gross proceeds 
of approximately $18 million. The Company intends to use the proceeds from 
these offerings to complete the validation of its manufacturing facility, 
the up-scaling and validation of its manufacturing processes for 
Dermagraft-TC trademark for the treatment of severe burns and Dermagraft 
trademark for the treatment of diabetic foot ulcers, and other working capital 
and general corporate purposes.  The June 26, 1995 private placements were 
reported on a Current Report on Form 8-K dated June 26, 1995.  The July 7, 
1995 and July 12, 1995 private placements are summarized below.

JULY 7, 1995 PRIVATE PLACEMENT

On July 7, 1995, the Company completed the private placement of 728,863 
shares of its Common Stock (the "7/7/95 Shares") pursuant to Regulation D 
to the Securities Act of 1933, yielding the Company gross proceeds of 
approximately $5.0 million.  The initial purchase price for the 7/7/95 
Shares was $6.86 per share, representing an 11.5% discount to the closing 
bid price of the Company's Common Stock on June 7, 1995.  However, the 
initial purchase price will be adjusted to result in a purchase price per 
share to the investors equal to 88.5% of the average closing price of the 
Common Stock during a period 115 to 160 calendar days after June 26, 1995 
(the "7/7/95 Average Price").  To the extent 88.5% of the 7/7/95 Average 
Price exceeds the initial purchase price of $6.86, the investor will 
provide additional proceeds such that the total proceeds to the Company 
from the investor equals the product of the 88.5% of the 7/7/95 Average 
Price and the 7/7/95 Shares.  If 88.5% of the 7/7/95 Average Price is below 
the initial purchase price of $6.86, additional shares will be issued to 
the investor such that the purchase per share to the investor equals 88.5% 
of the 7/7/95 Average Price.

In addition, if 88.5% of the 7/7/95 Average Price is less than $6.86 per 
share and the Company issues or sells any shares of its Common Stock or any 
of its securities which are convertible into or exchangeable for its Common 
Stock or any warrants, options or other rights to subscribe for or purchase 
Common Stock within 160 calendar days after June 26, 1995 at a purchase 
price less than $6.86 per share, then additional shares will be issued to 
result in a purchase price per share to the investor equal to the lower of 
(i) 88.5% of the 7/7/95 Average Price or (ii) the lowest price per share 
the Company issues or sells any of the securities referred to above.  This 
adjustment is exclusive of shares or options issued pursuant to the 
Company's option plans or shares issued upon the exercise of options, 
warrants or rights outstanding on the closing date of the transaction.

The 7/7/95 Shares have not been registered under the Securities Act of 1933 
or applicable state securities laws, and may not be offered or sold in the 
United States absent registration under such Act and applicable state 
securities laws or in reliance on available exemptions from such 
registration requirements.  However, the investor has certain registration 
rights, including agreement by the Company to register the 7/7/95 Shares 
within 105 calendar days of June 26, 1995 (by October 9, 1995).

The Investment Agreement between the Company and Kyneton Investments Ltd. 
dated July 5, 1995 is attached hereto as an exhibit and is incorporated 
herein by reference.  The foregoing summary is qualified in its entirety by 
reference to such exhibit.

In connection with the offering, the Company also issued warrants (the 
"7/7/95 Warrants") to purchase 51,750 and 13,848 shares, respectively, to 
designees of Cappello Capital Corp. ("Cappello") and The Kriegsman Group 
("Kriegsman").  Cappello acted as a financial advisor to the Company and 
Kriegsman as a finder with respect to the offering.  Cappello also received 
a cash commission and Kriegsman a finder's fee.  The 7/7/95 Warrants are 
subject to adjustment in the same manner as the 7/7/95 Shares.  In 
addition, Cappello and Kriegsman have certain piggyback registration rights 
related to the 7/7/95 Warrants.

                                 -1-

<PAGE>
Item 5.  Other Events (Continued)

JULY 12, 1995 PRIVATE PLACEMENT

     On July 12, 1995, the Company completed the private placement of 
385,569 shares of its Common Stock (the "7/12/95 Shares") pursuant to 
Regulation D to the Securities Act of 1933, yielding the Company gross 
proceeds of approximately $2.6 million.  The initial purchase price for the 
7/12/95 Shares was $6.86 per share, representing an 11.5% discount to the 
closing bid price of the Company's Common Stock on June 7, 1995.  However, 
the initial purchase price will be adjusted to result in a purchase price 
per share to the investors equal to 88.5% of the average closing price of 
the Common Stock during a period 160 to 205 calendar days after June 26, 
1995 (the "7/12/95 Average Price").  To the extent 88.5% of the 7/12/95 
Average Price exceeds the initial purchase price of $6.86, the investor 
will provide additional proceeds such that the total proceeds to the 
Company from the investor equals the product of the 88.5% of the 7/12/95 
Average Price and the 7/12/95 Shares.  If 88.5% of the 7/12/95 Average 
Price is below the initial purchase price of $6.86, additional shares will 
be issued to the investor such that the purchase per share to the investor 
equals 88.5% of the 7/12/95 Average Price.

In addition, if 88.5% of the 7/12/95 Average Price is less than $6.86 per 
share and the Company issues or sells any shares of its Common Stock or any 
of its securities which are convertible into or exchangeable for its Common 
Stock or any warrants, options or other rights to subscribe for or purchase 
Common Stock within 205 calendar days from June 26, 1995 at a purchase 
price less than $6.86 per share, then additional shares will be issued to 
result in a purchase price per share to the investor equal to the lower of 
(i) 88.5% of the 7/12/95 Average Price or (ii) the lowest price per share 
the Company issues or sells any of the securities referred to above.  This 
adjustment is exclusive of shares or options issued pursuant to the 
Company's option plans or shares issued upon the exercise of options, 
warrants or rights outstanding on the closing date of the transaction.

The 7/12/95 Shares have not been registered under the Securities Act of 
1933 or applicable state securities laws, and may not be offered or sold in 
the United States absent registration under such Act and applicable state 
securities laws or in reliance on available exemptions from such 
registration requirements.  However, the investor has certain registration 
rights, including agreement by the Company to register the 7/12/95 Shares 
within 160 calendar days of June 26, 1995 (by December 3, 1995).  In the 
event the registration is not effective with the 160-day period, the 
purchase price per share will be determined, where applicable, using 77% 
rather than 88.5% of the 7/12/95 Average Price.

The Investment Agreement between the Company and Arbco Associates, L.P. and 
Offense Group Associates, L.P. dated July 11, 1995 is attached hereto as an 
exhibit and is incorporated herein by reference.  The foregoing summary is 
qualified in its entirety by reference to such exhibit.

In connection with the offering, the Company also issued warrants (the 
"7/12/95 Warrants") to purchase 23,134 and 11,567 shares, respectively, to 
designees of Cappello and Kriegsman.  Cappello acted as a financial advisor 
to the Company and Kriegsman as a finder with respect to the offering.  
Cappello also received a cash commission and Kriegsman a finder's fee.  The 
7/12/95 Warrants are subject to adjustment in the same manner as the 
7/12/95 Shares.  In addition, Cappello and Kriegsman have certain piggyback 
registration rights related to the 7/12/95 Warrants.

                                   -2-

<PAGE>


Item 7.  Exhibits


Exhibit                                                    Method
 Number                 Description                      of Filing
- -------                 -----------                      ---------

  4.1     Investment Agreement between Advanced       Filed Herewith
          Tissue Sciences, Inc. and Kyneton 
          Investments Ltd.. dated July 5, 1995

  4.2     Investment Agreement between Advanced       Filed Herewith
          Tissue Sciences, Inc. and Arbco 
          Associates, L.P. and Offense Group 
          Associates, L.P. dated July 11, 1995

  4.3     Form of Warrant Agreement between the       Incorporated by
          Company and each of Linda S. Cappello,       Reference to
          Gerard K. Cappello, Lawrence K. Fleischman   Exhibit 4.4 to
          and The Kriegsman Group                      the Registrant's
                                                       Current Report on
                                                       Form 8-K dated 
                                                       June 26, 1995



                                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:  July 19, 1995              By: /s/ Arthur J. Benvenuto
                                      ----------------------------
                                      Arthur J. Benvenuto
                                      Chairman, President and 
                                      Chief Executive Officer



                                 -3-
<PAGE>


EXHIBIT INDEX


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

  4.1     Investment Agreement between Advanced Tissue 
          Sciences, Inc. and Kyneton Investments Ltd.. 
          dated July 5, 1995

  4.2     Investment Agreement between Advanced Tissue
          Sciences, Inc. and Arbco Associates, L.P. and 
          Offense Group Associates, L.P. dated July 11, 1995

  4.3     Form of Warrant Agreement between the Company and 
          each of Linda S. Cappello, Gerard K. Cappello, 
          Lawrence K. Fleischman and The Kriegsman Group
[{"type": "8-K", "sequence": "1", "secsgml_size_bytes": 11879}]
{"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": "95554884"}, "business-address": {"street1": "10933 N TORREY PINES RD", "city": "LA JOLLA", "state": "CA", "zip": "92037", "phone": "6194505730"}, "mail-address": {"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

                                July 7, 1995
                               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
 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

Advanced Tissue Sciences, Inc. (the "Company") completed a series private 
placements on June 26, 1995, July 7, 1995 and July 12, 1995, issuing a 
total of 2,614,432 shares of Common Stock and raising total gross proceeds 
of approximately $18 million. The Company intends to use the proceeds from 
these offerings to complete the validation of its manufacturing facility, 
the up-scaling and validation of its manufacturing processes for 
Dermagraft-TC trademark for the treatment of severe burns and Dermagraft 
trademark for the treatment of diabetic foot ulcers, and other working capital 
and general corporate purposes.  The June 26, 1995 private placements were 
reported on a Current Report on Form 8-K dated June 26, 1995.  The July 7, 
1995 and July 12, 1995 private placements are summarized below.

JULY 7, 1995 PRIVATE PLACEMENT

On July 7, 1995, the Company completed the private placement of 728,863 
shares of its Common Stock (the "7/7/95 Shares") pursuant to Regulation D 
to the Securities Act of 1933, yielding the Company gross proceeds of 
approximately $5.0 million.  The initial purchase price for the 7/7/95 
Shares was $6.86 per share, representing an 11.5% discount to the closing 
bid price of the Company's Common Stock on June 7, 1995.  However, the 
initial purchase price will be adjusted to result in a purchase price per 
share to the investors equal to 88.5% of the average closing price of the 
Common Stock during a period 115 to 160 calendar days after June 26, 1995 
(the "7/7/95 Average Price").  To the extent 88.5% of the 7/7/95 Average 
Price exceeds the initial purchase price of $6.86, the investor will 
provide additional proceeds such that the total proceeds to the Company 
from the investor equals the product of the 88.5% of the 7/7/95 Average 
Price and the 7/7/95 Shares.  If 88.5% of the 7/7/95 Average Price is below 
the initial purchase price of $6.86, additional shares will be issued to 
the investor such that the purchase per share to the investor equals 88.5% 
of the 7/7/95 Average Price.

In addition, if 88.5% of the 7/7/95 Average Price is less than $6.86 per 
share and the Company issues or sells any shares of its Common Stock or any 
of its securities which are convertible into or exchangeable for its Common 
Stock or any warrants, options or other rights to subscribe for or purchase 
Common Stock within 160 calendar days after June 26, 1995 at a purchase 
price less than $6.86 per share, then additional shares will be issued to 
result in a purchase price per share to the investor equal to the lower of 
(i) 88.5% of the 7/7/95 Average Price or (ii) the lowest price per share 
the Company issues or sells any of the securities referred to above.  This 
adjustment is exclusive of shares or options issued pursuant to the 
Company's option plans or shares issued upon the exercise of options, 
warrants or rights outstanding on the closing date of the transaction.

The 7/7/95 Shares have not been registered under the Securities Act of 1933 
or applicable state securities laws, and may not be offered or sold in the 
United States absent registration under such Act and applicable state 
securities laws or in reliance on available exemptions from such 
registration requirements.  However, the investor has certain registration 
rights, including agreement by the Company to register the 7/7/95 Shares 
within 105 calendar days of June 26, 1995 (by October 9, 1995).

The Investment Agreement between the Company and Kyneton Investments Ltd. 
dated July 5, 1995 is attached hereto as an exhibit and is incorporated 
herein by reference.  The foregoing summary is qualified in its entirety by 
reference to such exhibit.

In connection with the offering, the Company also issued warrants (the 
"7/7/95 Warrants") to purchase 51,750 and 13,848 shares, respectively, to 
designees of Cappello Capital Corp. ("Cappello") and The Kriegsman Group 
("Kriegsman").  Cappello acted as a financial advisor to the Company and 
Kriegsman as a finder with respect to the offering.  Cappello also received 
a cash commission and Kriegsman a finder's fee.  The 7/7/95 Warrants are 
subject to adjustment in the same manner as the 7/7/95 Shares.  In 
addition, Cappello and Kriegsman have certain piggyback registration rights 
related to the 7/7/95 Warrants.

                                 -1-
Item 5.  Other Events (Continued)

JULY 12, 1995 PRIVATE PLACEMENT

     On July 12, 1995, the Company completed the private placement of 
385,569 shares of its Common Stock (the "7/12/95 Shares") pursuant to 
Regulation D to the Securities Act of 1933, yielding the Company gross 
proceeds of approximately $2.6 million.  The initial purchase price for the 
7/12/95 Shares was $6.86 per share, representing an 11.5% discount to the 
closing bid price of the Company's Common Stock on June 7, 1995.  However, 
the initial purchase price will be adjusted to result in a purchase price 
per share to the investors equal to 88.5% of the average closing price of 
the Common Stock during a period 160 to 205 calendar days after June 26, 
1995 (the "7/12/95 Average Price").  To the extent 88.5% of the 7/12/95 
Average Price exceeds the initial purchase price of $6.86, the investor 
will provide additional proceeds such that the total proceeds to the 
Company from the investor equals the product of the 88.5% of the 7/12/95 
Average Price and the 7/12/95 Shares.  If 88.5% of the 7/12/95 Average 
Price is below the initial purchase price of $6.86, additional shares will 
be issued to the investor such that the purchase per share to the investor 
equals 88.5% of the 7/12/95 Average Price.

In addition, if 88.5% of the 7/12/95 Average Price is less than $6.86 per 
share and the Company issues or sells any shares of its Common Stock or any 
of its securities which are convertible into or exchangeable for its Common 
Stock or any warrants, options or other rights to subscribe for or purchase 
Common Stock within 205 calendar days from June 26, 1995 at a purchase 
price less than $6.86 per share, then additional shares will be issued to 
result in a purchase price per share to the investor equal to the lower of 
(i) 88.5% of the 7/12/95 Average Price or (ii) the lowest price per share 
the Company issues or sells any of the securities referred to above.  This 
adjustment is exclusive of shares or options issued pursuant to the 
Company's option plans or shares issued upon the exercise of options, 
warrants or rights outstanding on the closing date of the transaction.

The 7/12/95 Shares have not been registered under the Securities Act of 
1933 or applicable state securities laws, and may not be offered or sold in 
the United States absent registration under such Act and applicable state 
securities laws or in reliance on available exemptions from such 
registration requirements.  However, the investor has certain registration 
rights, including agreement by the Company to register the 7/12/95 Shares 
within 160 calendar days of June 26, 1995 (by December 3, 1995).  In the 
event the registration is not effective with the 160-day period, the 
purchase price per share will be determined, where applicable, using 77% 
rather than 88.5% of the 7/12/95 Average Price.

The Investment Agreement between the Company and Arbco Associates, L.P. and 
Offense Group Associates, L.P. dated July 11, 1995 is attached hereto as an 
exhibit and is incorporated herein by reference.  The foregoing summary is 
qualified in its entirety by reference to such exhibit.

In connection with the offering, the Company also issued warrants (the 
"7/12/95 Warrants") to purchase 23,134 and 11,567 shares, respectively, to 
designees of Cappello and Kriegsman.  Cappello acted as a financial advisor 
to the Company and Kriegsman as a finder with respect to the offering.  
Cappello also received a cash commission and Kriegsman a finder's fee.  The 
7/12/95 Warrants are subject to adjustment in the same manner as the 
7/12/95 Shares.  In addition, Cappello and Kriegsman have certain piggyback 
registration rights related to the 7/12/95 Warrants.

                                   -2-
Item 7.  Exhibits

Exhibit                                                    Method
 Number                 Description                      of Filing
- -------                 -----------                      ---------

  4.1     Investment Agreement between Advanced       Filed Herewith
          Tissue Sciences, Inc. and Kyneton 
          Investments Ltd.. dated July 5, 1995

  4.2     Investment Agreement between Advanced       Filed Herewith
          Tissue Sciences, Inc. and Arbco 
          Associates, L.P. and Offense Group 
          Associates, L.P. dated July 11, 1995

  4.3     Form of Warrant Agreement between the       Incorporated by
          Company and each of Linda S. Cappello,       Reference to
          Gerard K. Cappello, Lawrence K. Fleischman   Exhibit 4.4 to
          and The Kriegsman Group                      the Registrant's
                                                       Current Report on
                                                       Form 8-K dated 
                                                       June 26, 1995

                                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:  July 19, 1995              By: /s/ Arthur J. Benvenuto
                                      ----------------------------
                                      Arthur J. Benvenuto
                                      Chairman, President and 
                                      Chief Executive Officer

                                 -3-
EXHIBIT INDEX

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

  4.1     Investment Agreement between Advanced Tissue 
          Sciences, Inc. and Kyneton Investments Ltd.. 
          dated July 5, 1995

  4.2     Investment Agreement between Advanced Tissue
          Sciences, Inc. and Arbco Associates, L.P. and 
          Offense Group Associates, L.P. dated July 11, 1995

  4.3     Form of Warrant Agreement between the Company and 
          each of Linda S. Cappello, Gerard K. Cappello, 
          Lawrence K. Fleischman and The Kriegsman Group