As filed with the Securities and Exchange Commission on October 1, 1997
                                               Registration No. 33-___________
=============================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
                               ----------------
                                   FORM S-8
                            REGISTRATION STATEMENT
                                     Under
                          The Securities Act of 1933
                               ----------------

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

          DELAWARE                                       14-1701513
  (State or other jurisdiction                         (IRS Employer 
of incorporation or organization)                    Identification No.)

                         10933 NORTH TORREY PINES ROAD
                          LA JOLLA, CALIFORNIA 92037
            (Address of principal executive offices) (Zip Code)
                               ----------------

                         ADVANCED TISSUE SCIENCES, INC.
                           1997 STOCK INCENTIVE PLAN
                            (Full title of the plan)
                               ----------------

                              ARTHUR J. BENVENUTO
                     CHAIRMAN OF THE BOARD OF DIRECTORS
                         AND CHIEF EXECUTIVE OFFICER
                        ADVANCED TISSUE SCIENCES, INC.
           10933 NORTH TORREY PINES ROAD, LA JOLLA, CALIFORNIA 92037
                    (Name and address of agent for service)
                                (619) 450-5730
         (Telephone number, including area code, of agent for service)
                               ----------------

                       CALCULATION OF REGISTRATION FEE
=============================================================================
                                    Proposed       Proposed
  Title of                           Maximum        Maximum
 Securities          Amount          Offering      Aggregate      Amount of
   to be             to be           Price         Offering     Registration
 Registered       Registered(1)     per Share(2)    Price(2)       Fee(3)
 ----------       -------------     ------------   ---------    -------------

Common Stock,    7,005,642 shares    $15.8125   $47,437,500.00   $14,375.00
$0.01 par value
=============================================================================

(1)  This Registration Statement shall also cover any additional shares of
Common Stock which become issuable under the 1997 Stock Incentive Plan by
reason of any stock dividend, stock split, recapitalization or other similar
transaction effected without the receipt of consideration which results in an
increase in the number of the outstanding shares of Common Stock of Advanced
Tissue Sciences, Inc.

(2)  Calculated solely for purposes of this offering under Rule 457(h) of
the Securities Act of 1933, as amended, on the basis of the average of the
high and low selling prices per share of Common Stock of Advanced Tissue
Sciences, Inc. on September 26, 1997, as reported on the Nasdaq National 
Market.

(3)  Under General Instruction E, the Registration Fee is calculated solely
on the basis of the additional 3,000,000 shares of Common Stock authorized for
issuance under the new Plan.  The applicable filing fees have been paid for
the remaining 4,005,642 shares of Common Stock in connection with their
registration on Form S-8 Registration Statements covering the Registrant's 
predecessor stock option plan under Registration Nos. 33-50156 and 33-82310.
=============================================================================


<PAGE>


                               PART II

            INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Documents by Reference
         ---------------------------------------

         Advanced Tissue Sciences, Inc. (the "Registrant") hereby
incorporates by reference into this Registration Statement the following
documents previously filed with the Securities and Exchange Commission (the
"SEC"):

         a.  The Registrant's Annual Report on Form 10-K for the fiscal year 
             ended December 31, 1996 dated March 26, 1997;

         b.  The Registrant's Quarterly Report on Form 10-Q for the fiscal 
             quarter ended June 30, 1997 dated August 11, 1997; and

         c.  The Registrant's Forms 8-A dated July 28, 1992 and January 6,
             1995 and filed with the SEC pursuant to Section 12 of the 
             Securities Exchange Act of 1934 (the "1934 Act"), in which 
             there is described the terms, rights and provisions applicable 
             to the Registrant's outstanding Common Stock.

         All reports and definitive proxy or information statements filed
pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act after the date
of this Registration Statement and prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the date of filing of such documents.


Item 4.   Description of Securities
          -------------------------

          Not Applicable.


Item 5.   Interests of Named Experts and Counsel
          --------------------------------------

          Not Applicable.


Item 6.   Indemnification of Directors and Officers
          -----------------------------------------

          The Registrant's Bylaws provide that the Registrant will indemnify
its directors and may indemnify its officers, employees and other agents to
the full extent permitted by the Delaware General Corporation Law, as amended
("Delaware Law").  The Registrant believes that indemnification under its
Bylaws covers at least negligence and gross negligence by indemnified parties,
and requires the Registrant to advance litigation expenses in the case of
stockholder derivative actions or other actions if the director agrees to
repay advances if it is ultimately determined that the director is not
entitled to indemnification.

                                 II-1

<PAGE>

         The Registrant has entered into indemnification agreements with each
of its directors which provide the directors with indemnification rights.  One
significant difference between the indemnification rights provided under the
Registrant's Bylaws and those provided under the indemnification agreements is
that, under the Bylaws as construed in accordance with Delaware Law, amounts
may be paid as indemnity only if independent determinations are made in each
specific case that under the circumstances the individual claiming indemnity
meets certain specified standards of conduct.  Under the indemnification
agreements, a determination that a director has met these standards is not
required for such indemnity, although the agreements exclude indemnity for
conduct which is adjudged to be knowingly fraudulent, deliberately dishonest
or to constitute willful misconduct.  The Registrant also currently maintains
policies of insurance under which its directors and officers are insured,
within the limits and subject to the limitations of the policies, against
certain expenses in connection with the defense of actions, suits or
proceedings, and certain liabilities which might be imposed as a result of
such actions, suits or proceedings, to which they are parties by reason of
being or having been such directors or officers.

         The Registrant's Certificate of Incorporation provides that,
pursuant to Delaware Law, its directors shall not be liable for monetary
damages for breach of the director's fiduciary duty of care to the Registrant
and its stockholders.  This provision in the Certificate of Incorporation does
not eliminate the duty of care, and in appropriate circumstances, equitable
remedies such as injunction or other forms of non-monetary relief will remain
available under Delaware Law.  In addition, each director will continue to be
subject to liability for breach of the director's duty of loyalty to the
Registrant for acts or omissions not in good faith or involving intentional
misconduct, knowing violations of law, or actions leading to improper personal
benefit to the director, and for payment of dividends or approval of stock
repurchases or redemptions that are unlawful under Delaware Law.  The
provision does not affect a director's responsibilities under any other law,
such as the federal securities laws or state or federal environmental laws.


Item 7.   Exemption from Registration Claimed
          -----------------------------------

          Not Applicable.


Item 8.   Exhibits
          --------

Exhibit Number     Exhibit
--------------     -------

      4            Instruments Defining Rights of Stockholders.  Reference is
                   made to Registrant's Forms 8-A dated July 28, 1992 and 
                   January 6, 1995 which are incorporated herein by 
                   reference pursuant to Item 3(c).
      5            Opinion and consent of Brobeck, Phleger & Harrison LLP.
     23.1          Consent of Ernst & Young LLP, Independent Auditors.
     23.2          Consent of Brobeck, Phleger & Harrison LLP is contained in 
                   Exhibit 5.
     24            Power of Attorney.  Reference is made to page II-4 of this
                   Registration Statement.
     99.1          Advanced Tissue Sciences, Inc. 1997 Stock Incentive Plan.
     99.2          Form of Stock Option Agreement.
     99.3          Form of Addendum to Stock Option Agreement re: Involuntary 
                   Termination.
     99.4          Form of Stock Issuance Agreement.
     99.5          Form of Addendum to Stock Issuance Agreement re: 
                   Involuntary Termination.
     99.6          Form of Automatic Stock Option Agreement.

                                 II-2


<PAGE>

Item 9.  Undertakings
         ------------

              A.  The undersigned Registrant hereby undertakes:  (1) to file,
during any period in which offers or sales are being made, a post-effective
amendment to this Registration Statement (i) to include any prospectus
required by Section 10(a)(3) of the Securities Act of 1933, as amended (the
"1933 Act"), (ii) to reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this
Registration Statement and (iii) to include any material information with
respect to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information in this
Registration Statement; provided, however, that clauses (1)(i) and (1)(ii)
shall not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the 1934 Act that are
incorporated by reference into this Registration Statement; (2) that for the
purpose of determining any liability under the 1933 Act each such
post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof and
(3) to remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of the
Registrant's 1997 Stock Incentive Plan.

              B.  The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the 1933 Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
1934 Act that is incorporated by reference into this Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

              C.  Insofar as indemnification for liabilities arising under the
1933 Act may be permitted to directors, officers or controlling persons of the
Registrant pursuant to the indemnification provisions summarized in Item 6, or
otherwise, the Registrant has been advised that, in the opinion of the SEC,
such indemnification is against public policy as expressed in the 1933 Act,
and is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the 1933
Act and will be governed by the final adjudication of such issue.

                                 II-3

<PAGE>

                                SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8, and has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of La Jolla, State of
California, on this 29 day of September, 1997.

                               ADVANCED TISSUE SCIENCES, INC.



                               By:  /s/ Arthur J. Benvenuto
                                  ----------------------------------
                                  Arthur J. Benvenuto
                                  Chairman of the Board of Directors
                                  and Chief Executive Officer


                           POWER OF ATTORNEY
                           -----------------


KNOW ALL PERSONS BY THESE PRESENTS:

         That the undersigned officers and directors of Advanced Tissue
Sciences, Inc., a Delaware corporation, do hereby constitute and appoint
Arthur J. Benvenuto, Gail K. Naughton and Michael V. Swanson, and each of
them, the lawful attorneys-in-fact and agents with full power and authority to
do any and all acts and things and to execute any and all instruments which
said attorneys and agents, and any one of them, determine may be necessary or
advisable or required to enable said corporation to comply with the Securities
Act of 1933, as amended, and any rules or regulations or requirements of the
Securities and Exchange Commission in connection with this Registration
Statement.  Without limiting the generality of the foregoing power and
authority, the powers granted include the power and authority to sign the
names of the undersigned officers and directors in the capacities indicated
below to this Registration Statement, to any and all amendments, both
pre-effective and post-effective, and supplements to this Registration
Statement, and to any and all instruments or documents filed as part of or in
conjunction with this Registration Statement or amendments or supplements
thereof, and each of the undersigned hereby ratifies and confirms that all
said attorneys and agents, or any one of them, shall do or cause to be done by
virtue hereof.  This Power of Attorney may be signed in several counterparts.

         IN WITNESS WHEREOF, each of the undersigned has executed this Power
of Attorney as of the date indicated.  Pursuant to the requirements of the
Securities Act of 1933, as amended, this Registration Statement has been
signed below by the following persons in the capacities and on the dates
indicated.


Signature                      Title                       Date
---------                      -----                       ----

/s/ Arthur J. Benvenuto        Chairman of the Board       September 29, 1997
---------------------------    of Directors and Chief
Arthur J. Benvenuto            Executive Officer
                               (principal executive officer)

                                 II-4

<PAGE>


Signature                      Title                        Date
---------                      -----                        ----


/s/ Dr. Gail K. Naughton       President, Chief             September 29, 1997
---------------------------    Operating Officer and
Dr. Gail K. Naughton           Director


/s/ Michael V. Swanson         Vice President, Finance and  September 29, 1997
---------------------------    Administration (principal)
Michael V. Swanson             financial and accounting 
                               officer)


/s/ Jerome E. Groopman, M.D.   Director                     September 29, 1997
----------------------------
Jerome E. Groopman, M.D.


/s/ Jack L. Heckel             Director                     September 29, 1997
----------------------------
Jack L. Heckel


/s/ Ronald L. Nelson           Director                     September 29, 1997
----------------------------
Ronald L. Nelson


/s/ Dayton Ogden               Director                     September 29, 1997
----------------------------
Dayton Ogden


/s/ David S. Tappan, Jr.       Director                     September 29, 1997
----------------------------
David S. Tappan, Jr.


/s/ Dr. Gail R. Wilensky       Director                     September 29, 1997
----------------------------
Dr. Gail R. Wilensky

                                 II-5

<PAGE>




                    SECURITIES AND EXCHANGE COMMISSION

                            WASHINGTON, D.C.





                              EXHIBITS

                                 TO

                              FORM S-8

                               UNDER

                       SECURITIES ACT OF 1933


                  ADVANCED  TISSUE  SCIENCES,  INC.



<PAGE>


                            EXHIBIT INDEX
                            -------------



Exhibit
Number     Exhibit
-------    -------

  4        Instruments Defining Rights of Stockholders.  Reference is made to
           Registrant's Form 8-A dated July 28, 1992 and January 6, 1995 
           which are incorporated herein by reference pursuant to Item 3(c).
  5        Opinion and consent of Brobeck, Phleger & Harrison LLP.
 23.1      Consent of Ernst & Young LLP, Independent Auditors.
 23.2      Consent of Brobeck, Phleger & Harrison LLP is contained in 
           Exhibit 5.
 24        Power of Attorney.  Reference is made to page II-4 of this 
           Registration Statement.
 99.1      Advanced Tissue Sciences, Inc. 1997 Stock Incentive Plan.
 99.2      Form of Stock Option Agreement.
 99.3      Form of Addendum to Stock Option Agreement re: Involuntary 
           Termination.
 99.4      Form of Stock Issuance Agreement.
 99.5      Form of Addendum to Stock Issuance Agreement re: Involuntary 
           Termination.
 99.6      Form of Automatic Stock Option Agreement.



<PAGE>


                                                                     EXHIBIT 5



           OPINION AND CONSENT OF BROBECK, PHLEGER & HARRISON LLP




                                      September 29, 1997



Advanced Tissue Sciences, Inc.
10933 North Torrey Pines Road
La Jolla, California 92037


     RE:  ADVANCED TISSUE SCIENCES, INC. (THE "COMPANY") --
          REGISTRATION STATEMENT FOR OFFERING OF 7,005,642 SHARES OF 
          COMMON STOCK
          ----------------------------------------------------------

Ladies and Gentlemen:

     We refer to your registration on Form S-8 (the "Registration Statement")
under the Securities Act of 1933, as amended, of 7,005,642 shares of Common
Stock of Advanced Tissue Sciences, Inc. (the "Company") authorized for
issuance under the Company's 1997 Stock Incentive Plan (the "Plan").  We
advise you that, in our opinion, when such shares have been issued and sold
pursuant to the applicable provisions of the Plan and in accordance with the
Registration Statement, such shares will be validly issued, fully paid and
non-assessable shares of the Company's Common Stock.

     We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.


                                   Very truly yours,


                                   /s/ Brobeck, Phleger & Harrison LLP

                                   BROBECK, PHLEGER & HARRISON LLP


<PAGE>

                                                                  EXHIBIT 23.1


              CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS







We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the 1997 Stock Incentive Plan of Advanced Tissue
Sciences, Inc. of our report dated January 24, 1997, with respect to the 
consolidated financial statements of Advanced Tissue Sciences, Inc. included 
in its Annual Report (Form 10-K) for the year ended December 31, 1996, filed
with the Securities and Exchange Commission.



San Diego, Califoria                             /s/ Ernst & Young LLP
September 26, 1997
                                                 ERNST & YOUNG LLP




<PAGE>


                                                                  EXHIBIT 23.2


    Consent of Brobeck, Phleger & Harrison LLP is contained in Exhibit 5



<PAGE>



                                                                   EXHIBIT 24


                            Power of Attorney.  
        Reference is made to page II-4 of this Registration Statement
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 22191}]
{"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": "S-8", "act": "33", "file-number": "333-36879", "film-number": "97689153"}, "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"}}
As filed with the Securities and Exchange Commission on October 1, 1997
                                               Registration No. 33-___________
=============================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
                               ----------------
                                   FORM S-8
                            REGISTRATION STATEMENT
                                     Under
                          The Securities Act of 1933
                               ----------------

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

          DELAWARE                                       14-1701513
  (State or other jurisdiction                         (IRS Employer 
of incorporation or organization)                    Identification No.)

                         10933 NORTH TORREY PINES ROAD
                          LA JOLLA, CALIFORNIA 92037
            (Address of principal executive offices) (Zip Code)
                               ----------------

                         ADVANCED TISSUE SCIENCES, INC.
                           1997 STOCK INCENTIVE PLAN
                            (Full title of the plan)
                               ----------------

                              ARTHUR J. BENVENUTO
                     CHAIRMAN OF THE BOARD OF DIRECTORS
                         AND CHIEF EXECUTIVE OFFICER
                        ADVANCED TISSUE SCIENCES, INC.
           10933 NORTH TORREY PINES ROAD, LA JOLLA, CALIFORNIA 92037
                    (Name and address of agent for service)
                                (619) 450-5730
         (Telephone number, including area code, of agent for service)
                               ----------------

                       CALCULATION OF REGISTRATION FEE
=============================================================================
                                    Proposed       Proposed
  Title of                           Maximum        Maximum
 Securities          Amount          Offering      Aggregate      Amount of
   to be             to be           Price         Offering     Registration
 Registered       Registered(1)     per Share(2)    Price(2)       Fee(3)
 ----------       -------------     ------------   ---------    -------------

Common Stock,    7,005,642 shares    $15.8125   $47,437,500.00   $14,375.00
$0.01 par value
=============================================================================

(1)  This Registration Statement shall also cover any additional shares of
Common Stock which become issuable under the 1997 Stock Incentive Plan by
reason of any stock dividend, stock split, recapitalization or other similar
transaction effected without the receipt of consideration which results in an
increase in the number of the outstanding shares of Common Stock of Advanced
Tissue Sciences, Inc.

(2)  Calculated solely for purposes of this offering under Rule 457(h) of
the Securities Act of 1933, as amended, on the basis of the average of the
high and low selling prices per share of Common Stock of Advanced Tissue
Sciences, Inc. on September 26, 1997, as reported on the Nasdaq National 
Market.

(3)  Under General Instruction E, the Registration Fee is calculated solely
on the basis of the additional 3,000,000 shares of Common Stock authorized for
issuance under the new Plan.  The applicable filing fees have been paid for
the remaining 4,005,642 shares of Common Stock in connection with their
registration on Form S-8 Registration Statements covering the Registrant's 
predecessor stock option plan under Registration Nos. 33-50156 and 33-82310.
=============================================================================
PART II

            INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference
         ---------------------------------------

         Advanced Tissue Sciences, Inc. (the "Registrant") hereby
incorporates by reference into this Registration Statement the following
documents previously filed with the Securities and Exchange Commission (the
"SEC"):

         a.  The Registrant's Annual Report on Form 10-K for the fiscal year 
             ended December 31, 1996 dated March 26, 1997;

         b.  The Registrant's Quarterly Report on Form 10-Q for the fiscal 
             quarter ended June 30, 1997 dated August 11, 1997; and

         c.  The Registrant's Forms 8-A dated July 28, 1992 and January 6,
             1995 and filed with the SEC pursuant to Section 12 of the 
             Securities Exchange Act of 1934 (the "1934 Act"), in which 
             there is described the terms, rights and provisions applicable 
             to the Registrant's outstanding Common Stock.

         All reports and definitive proxy or information statements filed
pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act after the date
of this Registration Statement and prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the date of filing of such documents.

Item 4.   Description of Securities
          -------------------------

          Not Applicable.

Item 5.   Interests of Named Experts and Counsel
          --------------------------------------

          Not Applicable.

Item 6.   Indemnification of Directors and Officers
          -----------------------------------------

          The Registrant's Bylaws provide that the Registrant will indemnify
its directors and may indemnify its officers, employees and other agents to
the full extent permitted by the Delaware General Corporation Law, as amended
("Delaware Law").  The Registrant believes that indemnification under its
Bylaws covers at least negligence and gross negligence by indemnified parties,
and requires the Registrant to advance litigation expenses in the case of
stockholder derivative actions or other actions if the director agrees to
repay advances if it is ultimately determined that the director is not
entitled to indemnification.

                                 II-1
The Registrant has entered into indemnification agreements with each
of its directors which provide the directors with indemnification rights.  One
significant difference between the indemnification rights provided under the
Registrant's Bylaws and those provided under the indemnification agreements is
that, under the Bylaws as construed in accordance with Delaware Law, amounts
may be paid as indemnity only if independent determinations are made in each
specific case that under the circumstances the individual claiming indemnity
meets certain specified standards of conduct.  Under the indemnification
agreements, a determination that a director has met these standards is not
required for such indemnity, although the agreements exclude indemnity for
conduct which is adjudged to be knowingly fraudulent, deliberately dishonest
or to constitute willful misconduct.  The Registrant also currently maintains
policies of insurance under which its directors and officers are insured,
within the limits and subject to the limitations of the policies, against
certain expenses in connection with the defense of actions, suits or
proceedings, and certain liabilities which might be imposed as a result of
such actions, suits or proceedings, to which they are parties by reason of
being or having been such directors or officers.

         The Registrant's Certificate of Incorporation provides that,
pursuant to Delaware Law, its directors shall not be liable for monetary
damages for breach of the director's fiduciary duty of care to the Registrant
and its stockholders.  This provision in the Certificate of Incorporation does
not eliminate the duty of care, and in appropriate circumstances, equitable
remedies such as injunction or other forms of non-monetary relief will remain
available under Delaware Law.  In addition, each director will continue to be
subject to liability for breach of the director's duty of loyalty to the
Registrant for acts or omissions not in good faith or involving intentional
misconduct, knowing violations of law, or actions leading to improper personal
benefit to the director, and for payment of dividends or approval of stock
repurchases or redemptions that are unlawful under Delaware Law.  The
provision does not affect a director's responsibilities under any other law,
such as the federal securities laws or state or federal environmental laws.

Item 7.   Exemption from Registration Claimed
          -----------------------------------

          Not Applicable.

Item 8.   Exhibits
          --------

Exhibit Number     Exhibit
--------------     -------

      4            Instruments Defining Rights of Stockholders.  Reference is
                   made to Registrant's Forms 8-A dated July 28, 1992 and 
                   January 6, 1995 which are incorporated herein by 
                   reference pursuant to Item 3(c).
      5            Opinion and consent of Brobeck, Phleger & Harrison LLP.
     23.1          Consent of Ernst & Young LLP, Independent Auditors.
     23.2          Consent of Brobeck, Phleger & Harrison LLP is contained in 
                   Exhibit 5.
     24            Power of Attorney.  Reference is made to page II-4 of this
                   Registration Statement.
     99.1          Advanced Tissue Sciences, Inc. 1997 Stock Incentive Plan.
     99.2          Form of Stock Option Agreement.
     99.3          Form of Addendum to Stock Option Agreement re: Involuntary 
                   Termination.
     99.4          Form of Stock Issuance Agreement.
     99.5          Form of Addendum to Stock Issuance Agreement re: 
                   Involuntary Termination.
     99.6          Form of Automatic Stock Option Agreement.

                                 II-2
Item 9.  Undertakings
         ------------

              A.  The undersigned Registrant hereby undertakes:  (1) to file,
during any period in which offers or sales are being made, a post-effective
amendment to this Registration Statement (i) to include any prospectus
required by Section 10(a)(3) of the Securities Act of 1933, as amended (the
"1933 Act"), (ii) to reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this
Registration Statement and (iii) to include any material information with
respect to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information in this
Registration Statement; provided, however, that clauses (1)(i) and (1)(ii)
shall not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the 1934 Act that are
incorporated by reference into this Registration Statement; (2) that for the
purpose of determining any liability under the 1933 Act each such
post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof and
(3) to remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of the
Registrant's 1997 Stock Incentive Plan.

              B.  The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the 1933 Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
1934 Act that is incorporated by reference into this Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

              C.  Insofar as indemnification for liabilities arising under the
1933 Act may be permitted to directors, officers or controlling persons of the
Registrant pursuant to the indemnification provisions summarized in Item 6, or
otherwise, the Registrant has been advised that, in the opinion of the SEC,
such indemnification is against public policy as expressed in the 1933 Act,
and is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the 1933
Act and will be governed by the final adjudication of such issue.

                                 II-3
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8, and has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of La Jolla, State of
California, on this 29 day of September, 1997.

                               ADVANCED TISSUE SCIENCES, INC.

                               By:  /s/ Arthur J. Benvenuto
                                  ----------------------------------
                                  Arthur J. Benvenuto
                                  Chairman of the Board of Directors
                                  and Chief Executive Officer

                           POWER OF ATTORNEY
                           -----------------

KNOW ALL PERSONS BY THESE PRESENTS:

         That the undersigned officers and directors of Advanced Tissue
Sciences, Inc., a Delaware corporation, do hereby constitute and appoint
Arthur J. Benvenuto, Gail K. Naughton and Michael V. Swanson, and each of
them, the lawful attorneys-in-fact and agents with full power and authority to
do any and all acts and things and to execute any and all instruments which
said attorneys and agents, and any one of them, determine may be necessary or
advisable or required to enable said corporation to comply with the Securities
Act of 1933, as amended, and any rules or regulations or requirements of the
Securities and Exchange Commission in connection with this Registration
Statement.  Without limiting the generality of the foregoing power and
authority, the powers granted include the power and authority to sign the
names of the undersigned officers and directors in the capacities indicated
below to this Registration Statement, to any and all amendments, both
pre-effective and post-effective, and supplements to this Registration
Statement, and to any and all instruments or documents filed as part of or in
conjunction with this Registration Statement or amendments or supplements
thereof, and each of the undersigned hereby ratifies and confirms that all
said attorneys and agents, or any one of them, shall do or cause to be done by
virtue hereof.  This Power of Attorney may be signed in several counterparts.

         IN WITNESS WHEREOF, each of the undersigned has executed this Power
of Attorney as of the date indicated.  Pursuant to the requirements of the
Securities Act of 1933, as amended, this Registration Statement has been
signed below by the following persons in the capacities and on the dates
indicated.

Signature                      Title                       Date
---------                      -----                       ----

/s/ Arthur J. Benvenuto        Chairman of the Board       September 29, 1997
---------------------------    of Directors and Chief
Arthur J. Benvenuto            Executive Officer
                               (principal executive officer)

                                 II-4
Signature                      Title                        Date
---------                      -----                        ----

/s/ Dr. Gail K. Naughton       President, Chief             September 29, 1997
---------------------------    Operating Officer and
Dr. Gail K. Naughton           Director

/s/ Michael V. Swanson         Vice President, Finance and  September 29, 1997
---------------------------    Administration (principal)
Michael V. Swanson             financial and accounting 
                               officer)

/s/ Jerome E. Groopman, M.D.   Director                     September 29, 1997
----------------------------
Jerome E. Groopman, M.D.

/s/ Jack L. Heckel             Director                     September 29, 1997
----------------------------
Jack L. Heckel

/s/ Ronald L. Nelson           Director                     September 29, 1997
----------------------------
Ronald L. Nelson

/s/ Dayton Ogden               Director                     September 29, 1997
----------------------------
Dayton Ogden

/s/ David S. Tappan, Jr.       Director                     September 29, 1997
----------------------------
David S. Tappan, Jr.

/s/ Dr. Gail R. Wilensky       Director                     September 29, 1997
----------------------------
Dr. Gail R. Wilensky

                                 II-5
SECURITIES AND EXCHANGE COMMISSION

                            WASHINGTON, D.C.

                              EXHIBITS

                                 TO

                              FORM S-8

                               UNDER

                       SECURITIES ACT OF 1933

                  ADVANCED  TISSUE  SCIENCES,  INC.
EXHIBIT INDEX
                            -------------

Exhibit
Number     Exhibit
-------    -------

  4        Instruments Defining Rights of Stockholders.  Reference is made to
           Registrant's Form 8-A dated July 28, 1992 and January 6, 1995 
           which are incorporated herein by reference pursuant to Item 3(c).
  5        Opinion and consent of Brobeck, Phleger & Harrison LLP.
 23.1      Consent of Ernst & Young LLP, Independent Auditors.
 23.2      Consent of Brobeck, Phleger & Harrison LLP is contained in 
           Exhibit 5.
 24        Power of Attorney.  Reference is made to page II-4 of this 
           Registration Statement.
 99.1      Advanced Tissue Sciences, Inc. 1997 Stock Incentive Plan.
 99.2      Form of Stock Option Agreement.
 99.3      Form of Addendum to Stock Option Agreement re: Involuntary 
           Termination.
 99.4      Form of Stock Issuance Agreement.
 99.5      Form of Addendum to Stock Issuance Agreement re: Involuntary 
           Termination.
 99.6      Form of Automatic Stock Option Agreement.
EXHIBIT 5

           OPINION AND CONSENT OF BROBECK, PHLEGER & HARRISON LLP

                                      September 29, 1997

Advanced Tissue Sciences, Inc.
10933 North Torrey Pines Road
La Jolla, California 92037

     RE:  ADVANCED TISSUE SCIENCES, INC. (THE "COMPANY") --
          REGISTRATION STATEMENT FOR OFFERING OF 7,005,642 SHARES OF 
          COMMON STOCK
          ----------------------------------------------------------

Ladies and Gentlemen:

     We refer to your registration on Form S-8 (the "Registration Statement")
under the Securities Act of 1933, as amended, of 7,005,642 shares of Common
Stock of Advanced Tissue Sciences, Inc. (the "Company") authorized for
issuance under the Company's 1997 Stock Incentive Plan (the "Plan").  We
advise you that, in our opinion, when such shares have been issued and sold
pursuant to the applicable provisions of the Plan and in accordance with the
Registration Statement, such shares will be validly issued, fully paid and
non-assessable shares of the Company's Common Stock.

     We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.

                                   Very truly yours,

                                   /s/ Brobeck, Phleger & Harrison LLP

                                   BROBECK, PHLEGER & HARRISON LLP
EXHIBIT 23.1

              CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the 1997 Stock Incentive Plan of Advanced Tissue
Sciences, Inc. of our report dated January 24, 1997, with respect to the 
consolidated financial statements of Advanced Tissue Sciences, Inc. included 
in its Annual Report (Form 10-K) for the year ended December 31, 1996, filed
with the Securities and Exchange Commission.

San Diego, Califoria                             /s/ Ernst & Young LLP
September 26, 1997
                                                 ERNST & YOUNG LLP
EXHIBIT 23.2

    Consent of Brobeck, Phleger & Harrison LLP is contained in Exhibit 5
EXHIBIT 24

                            Power of Attorney.  
        Reference is made to page II-4 of this Registration Statement