**UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549**

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**FORM 10-K/A**

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**[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934**

**For the fiscal year ended December 31, 1999**

**OR**

**[  ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934**

**For the transition period from ________to _________**

**Commission File Number: 0-22890**

**SANGSTAT MEDICAL CORPORATION**
(Exact name of registrant as specified in its charter)



|**Delaware**                                                   | **94-3076-069**                     
|-------------------------------------------------------------- | ------------------------------------
|(State or Other Jurisdiction of Incorporation or Organization) | (IRS Employer Identification Number)

**6300 Dumbarton CircleFremont, California   94555**(Address of principal executive offices, including zip code)

****
                             510-789-4300
(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act:

**Common Stock ($.001 par value)
                        Preferred Share Purchase Rights**(Title of Class)

Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. YES [X] NO [   ]

Indicate by a check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [X]

The aggregate market value of voting stock held by non-affiliates of the
Registrant, as of March 21, 2000 was approximately $430,239,000 (based on the
closing price for shares of the Registrant's Common Stock as reported by the
Nasdaq National Market of $29.375 on that date). Shares of Common
Stock held by each officer, director, and holder of 5% or more of the
outstanding Common Stock have been excluded in that such persons may be
deemed to be affiliates. This determination of affiliate status is not
necessarily a conclusive determination for other purposes.

On March 21, 2000 approximately 17,896,577 shares of the Registrant's Common
Stock, $.001 par value, were outstanding.







EXPLANATORY NOTES

This Amendment No. 1 on Form 10-K/A is filed by Sangstat Medical
Corporation as an amendment to its Annual Report on Form 10-K for the fiscal year ended
December 31, 1999 to amend and restate in its entirety Part III.

PART III

ITEM 10.	DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The following persons are Directors of the Company:





|Director              |  | Age |  | Positions and Offices Held
with the Company     |  | Director
Since
|--------------------- |  | --- |  | ----------------------------------------------- |  | --------------
|Philippe Pouletty     |  | 42  |  | Chairman of the Board                           |  | 1988          
|Jean-Jacques Bienaimé |  | 46  |  | President, Chief Executive Officer and Director |  | 1999          
|Fredric J. Feldman    |  | 60  |  | Director                                        |  | 1992          
|Elizabeth M. Greetham |  | 50  |  | Director                                        |  | 1996          
|Richard D. Murdock    |  | 53  |  | Director                                        |  | 1993          
|Andrew J. Perlman     |  | 52  |  | Director                                        |  | 1992          
|Vincent R. Worms      |  | 47  |  | Director                                        |  | 1991          

Business Experience of Directors

Philippe Pouletty, M.D., 42, founded SangStat in 1988. Dr.
Pouletty served as our President, CEO and a director of SangStat from 1988 to 1995.  From 1995 to
February 1999 he served as Chairman and CEO and is presently the Chairman.  He remains an employee
of SangStat and is also currently Chairman and, since December 1999, President / CEO of DrugAbuse
Sciences Inc., a private specialty pharmaceutical company.  He is also a member of the board of
Conjuchem, a private biotechnology company.  Before founding SangStat, Dr. Pouletty co-founded
Clonatec, a French biotechnology company, where he was the director of research from 1984 to 1988.
Dr. Pouletty received his M.D. degree from the University of Paris VI and immunology and
virology degrees (M.S.) at Institut Pasteur.  He was a post-doctoral fellow at Stanford University
in the Department of Medical Microbiology and Immunology.

Jean-Jacques Bienaimé, 46, has been our President and Chief
Operating Officer since June 1998 and became Chief Executive Officer on February 1, 1999.  He
was elected to the Board of Directors in March 1999.  From September 1992 to May 1998 Mr.
Bienaimé was with Rhone Poulenc Rorer, Inc., a pharmaceutical company, rising to the position
of Senior Vice President, Corporate Marketing and Business Development.  He is currently a member of
the board of Fox Chase Cancer Center and Aerogen Inc.  Mr. Bienaimé received his degree in
economics from Ecole Superieure de Commerce de Paris in France and a M.B.A. from The Wharton School,
University of Pennsylvania.

Fredric J. Feldman, Ph.D., 60, has been a director since March 1992.
He has been the President of FJF Associates, a consultant to health care venture
capital and emerging companies, since February 1992. From September 1995 to June
1996 he was the Chief Executive Officer of Biex, Inc. a women's healthcare
company.  Dr. Feldman returned to his position as Chief Executive Officer of
Biex in 1999.  He served as Chief Executive Officer of Oncogenetics, Inc., a
cancer genetics reference laboratory, from 1992 to 1995.   He is also a director
of Biex, Inc., OrthoLogic Corporation, Ostex International, Inc. and Premier
Laser Systems, Inc.  Dr. Feldman received his Ph.D. in Analytical Chemistry from
the University of Maryland and his B.S. in Chemistry from Brooklyn College of
City University of New York.

Elizabeth Greetham, 50, has been a director since September 1996.
She is currently Chief Financial Officer of DrugAbuse Sciences, Inc., a private specialty
pharmaceutical company, a position she has held since April 1999.  From 1992 until March 1999, she
held a variety of positions at Weiss, Peck & Greer Investments, culminating in Portfolio
Manager of Life Sciences L.P. Funds, handling analytical responsibilities for all healthcare
investments for institutional, mutual and high individual net worth accounts. Ms. Greetham also
serves as a director of various pharmaceutical companies, including Guilford Pharmaceutical, Inc.,
CliniChem Development, Inc. and PathoGenesis Corp. Ms. Greetham received her M.A. with honors
in Economics from Edinburgh University.

Richard D. Murdock, 53, has been a director since October
1993.  Mr. Murdock has been the President and Chief Executive Officer and a director of Kyphon,
Inc., an orthopedic medical device company, since December 1998.  From September 1991 to October
1998, Mr. Murdock served as the Chief Executive Officer and a director of CellPro,
Incorporated, a public biotechnology company.  Mr. Murdock received his B.S. in Zoology from
the University of California at Berkeley.

Andrew J. Perlman, M.D., Ph.D., 52, has been a director since
December 1992.  Dr. Perlman has been the Executive Vice President at Tularik, Inc., a
public biotechnology company, since January 1993.  From 1987 to 1993, Dr. Perlman served in
various positions at Genentech, Inc., most recently as Senior Director, Clinical Research.
Dr. Perlman received his M.D. and his Ph.D. in Physiology from New York University.

Vincent R. Worms, 47, has been a director since October 1991.
Mr. Worms has been a General Partner of Partech International, a venture capital management fund, since
1982.  Mr. Worms is presently a director of Business Objects and Informatica.  He received his
engineering degree from Ecole Polytechnique in Paris, and his M.S. degree from the Massachusetts
Institute of Technology.

All directors hold office until the next annual meeting of stockholders and until their
successors have been elected and qualified.  There are no family relationships among our executive
officers or directors.

Information regarding our executive officers is contained in Item 1 of our Annual Report on
Form 10-K filed April 14, 2000, under the heading "Executive Officers of the
Company."

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires our
executive officers, directors and persons who beneficially own more than 10% of
our common stock to file initial reports of ownership and reports of changes in
ownership with the SEC.  Such persons are required by SEC regulations to furnish
us with copies of all such Section 16(a) forms filed by them.

Based solely on our review of such forms furnished to us and representations
from certain reporting persons, we believe that all filing requirements
applicable to our executive officers, directors and holders of more than 10% of
our common stock were complied with.

Item 11.	Executive Compensation.

Summary Compensation Table

The following table provides certain summary information concerning the compensation earned
by each person serving as our Chief Executive Officer and our four other most highly compensated
executive officers  serving as such as of the end of the last fiscal year whose salary and bonus for
such year were in excess of $100,000 for services rendered in all capacities to us and our
subsidiaries for the 1999, 1998 and 1997 fiscal years.  Such individuals hereafter will be referred
to as the Named Executive Officers.  No other executive officer who would have otherwise been
includable in such table on the basis of salary and bonus earned for the 1999 fiscal year resigned
or terminated employment during that fiscal year.

|Name and Principal Position                                                               | Year           | Annual Compensation     | Long-TermCompensation
Awards
Securities
UnderlyingOptions(#)
|----------------------------------------------------------------------------------------- | -------------- | ----------------------- | ------------------------------------------------------------
|Salary($)                                                                                 | Bonus($)      
|Jean-Jacques Bienaimé
President and
Chief Executive Officer(1)                            | 1999
1998
1997 | $280,030
141,056
--     | $75,400
50,000
--                                           
|Raymond J. Tesi, M.D.(2)
Senior Vice President, Medical
Affairs and Strategic Development | 1999
1998
1997 | 184,286
172,424
110,000 | 35,291
29,528
19,965                                        
|Ralph Levy
Senior Vice President, Operations                                              | 1999
1998
1997 | 185,799
171,450
158,500 | 29,069
24,860
19,625                                        
|Mark D. Tolpin, M.D.(3)
Senior Vice President, Clinical
Development                       | 1999
1998
1997 | 157,630
--
--           | 52,379
--
--                                                
|David L. Winter, M.D.
President and Chief Executive Officer,
Human Organ Sciences, Inc.   | 1999
1998
1997 | 179,369
170,000
170,000 | 21,295
33,660
30,600                                        
|Philippe Pouletty, M.D.
Chairman of the Board(1)(4)                                       | 1999
1998
1997 | 135,677
310,615
280,000 | --
--
71,400                                                

The options noted above were all
granted at exercise prices equal to their fair market value at the time of grant.

1. Effective February 1, 1999 Jean-Jacques Bienaimé was
appointed by the Board as Chief Executive Officer of the Company, replacing Dr. Pouletty who
resigned as Chief Executive Officer of the Company effective on the same date.  Dr. Pouletty
continues to serve as Chairman of the Company.
2. Dr. Tesi was appointed Senior Vice President, Medical Affairs and Strategic
Development effective August 1, 1999.   From May 1, 1997 to July 31, 1999 Dr. Tesi served as Senior Vice
President, Marketing.
3. Dr. Tolpin joined the Company as Senior Vice President, Clinical Development
effective April 1, 1999 and resigned his position effective April 14, 2000.  Dr. Tolpin's bonus for
1999 includes a hiring bonus of $22,000 in addition to a performance bonus for the year.
4. Dr. Pouletty elected to receive his 1998 bonus award in a stock option rather
than in cash.  Using the Black-Scholes option pricing model, Dr. Pouletty's bonus award of $100,000
was calculated to be equivalent to a stock option for 8,960 shares.  This option was granted in 1999
and has been included as 1999 compensation in the above table.  The stock option was fully vested
upon issuance.









Option Grants in Last Fiscal Year

The following table shows, with respect to the Named Executive Officers,
certain information concerning the grant of stock options in 1999.  No stock appreciation rights
were granted during 1999.

|Name                                                  | Individual Grants                                                  | Potential Realizable Value at Assumed Annual Rates of Stock Price
Appreciation for Option Term(4)
|----------------------------------------------------- | ------------------------------------------------------------------ | -------------------------------------------------------------------------------------------------
|Number of Securities Underlying Options Granted(#)(1) | Percentage of Total Options Granted to Employees in Fiscal
Year(2) | Exercise Price ($/Sh)(3)                                                                         
|5%($)                                                 | 10%($)                                                            
|Jean-Jacques Bienaimé
                            | 20,000
25,000                                                      | 3.0
3.8                                                                                          
|Raymond J. Tesi
                                  | 18,000
5,000                                                       | 2.7
0.8                                                                                          
|Ralph Levy                                            | 6,000                                                              | 0.9                                                                                              
|Mark D. Tolpin(5)                                     | 50,000                                                             | 7.6                                                                                              
|David Winter                                          | --                                                                 |                                                                                                  
|Philippe Pouletty                                     | 8,960                                                              | 1.4                                                                                              

1. Each option will vest in forty-eight successive equal monthly installments
over the optionee's continued service with the Company measured from the vesting start date, except
as follows: the options granted to Mr. Bienaimé, the option to purchase 5,000 shares
granted to Dr. Tesi, the option to purchase 6,000 shares granted to Mr. Levy, one of the options to
purchase 25,000 shares granted to Dr. Tolpin and the option granted to Dr. Pouletty.  These
options are all on a six year vesting schedule, subject to acceleration if certain product
development and financial milestones are met, with the exception of the options granted to Dr.
Pouletty which vested immediately upon issuance.  Each option is exercisable only with respect to
vested shares.
2. Based on an aggregate of 658,262 options granted to employees and Board
members in 1999, including options granted to the Named Executive Officers.
3. The exercise price may be paid in cash, in shares of Common Stock valued at
fair market value on the exercise date, or through a cashless exercise procedure involving a same-
day sale of the purchased shares.  The Company may also finance the option exercise by lending the
optionee sufficient funds to pay the exercise price for the purchased shares and the federal and
state income or employment tax liability incurred by the optionee in connection with such exercise.
The optionee may be permitted, subject to the approval of the Plan Administrator, to apply a portion
of the shares purchased under the option (or to deliver existing shares of Common Stock) in
satisfaction of such liability.
4. Potential realizable value is based on the assumption that the price per
share of Common Stock appreciates at the assumed 5% and 10% annual rates of appreciation (compounded
annually) over the option terms.  There is no assurance that those assumed annual rates of stock
price appreciation will actually be realized.
5. Dr. Tolpin resigned as Senior Vice President, Clinical Development effective
April 14, 2000.



Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-End Option Values

The following table sets forth information concerning option exercises and
option holdings for the fiscal year ended December 31, 1999 with respect to the Named Executive
Officers.  Except as set forth below, no options or stock appreciation rights were exercised by any
such individual during such year, and no stock appreciation rights were outstanding on
December 31, 1999.

|Name                  | Shares Acquired on Exercise(#) | Value Realized($)(Market price at Exercise less exercise price) | Number of Securities Underlying
Unexercised Options at
Fiscal Year-End(#) | Value of Unexercised
in-the-Money Options at FY-End
(Market price of shares at
FY-End ($29.375) less
exercise price)
|--------------------- | ------------------------------ | --------------------------------------------------------------- | ------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------
|Exercisable(1)        | Unexercisable                  | Exercisable                                                     | Unexercisable                                                            
|Jean-Jacques Bienaimé | 0                              | 0                                                               | 62,735                                                                    | 283,265                                                                                                             
|Raymond J. Tesi       | 0                              | 0                                                               | 17,830                                                                    | 44,170                                                                                                              
|Ralph Levy            | 27,120                         | $649,924                                                        | 61,292                                                                    | 31,874                                                                                                              
|Mark D. Tolpin(2)     | 0                              | 0                                                               | 2,000                                                                     | 48,000                                                                                                              
|David Winter          | 13,000                         | 206,875                                                         | 101,000                                                                   | 0                                                                                                                   
|Philippe Pouletty     | 25,000                         | 533,689                                                         | 386,860                                                                   | 118,081                                                                                                             

1. The options are exercisable upon vesting and are not subject to repurchase by
the Company.  Exercisable shares represent vested options at December 31, 1999.
2. Dr. Tolpin resigned as Senior Vice President, Clinical Development effective
April 14, 2000.



Director Compensation

Effective January 1, 1999, the non-employee directors receive an annual retainer of
$15,000 paid in one (1) installment at the last Board of Directors meeting.  No additional
compensation is paid for meeting attendance or committee membership.

The non-employee directors also receive automatic grants of options to purchase shares of
common stock pursuant to the 1996 Non-Employee Directors Stock Option Plan (the "Directors
Plan").  Moreover, the Directors Plan permits non-employee directors to convert their annual
cash retainer into additional options to purchase shares of common stock.



Employment Contracts, Termination of Employment Arrangements and Change in Control
Agreements

None of our executive officers have employment agreements with us, and their
employment may be terminated at any time at the discretion of the Board of Directors.  However, the
Compensation Committee of the Board of Directors has authority as Plan Administrator of our 1993
Stock Option Plan to provide for the accelerated vesting of the shares of common stock subject to
outstanding options held by the Chief Executive Officer and other executive officers, whether
granted under that plan or any predecessor plan, in the event their employment were to be terminated
(whether involuntarily or through a forced resignation) following (i) an acquisition by merger
or asset sale, or (ii) a hostile takeover effected through a successful tender offer for more
than 50% of our outstanding common stock or through a change in the majority of the Board as a
result of one or more contested elections for Board membership.



Compensation Committee Interlocks and Insider Participation

The members of the Compensation Committee of our Board of Directors are
Andrew J. Perlman, Vincent Worms and Elizabeth Greetham.  No member of the Committee was at any time
during the 1999 fiscal year or at any other time an officer or employee of SangStat or a subsidiary.

Dr. Philippe Pouletty served as our Chief Executive Officer from 1995 until
February 1999, and currently serves as the Chairman of our Board of Directors.  Dr. Pouletty is also
the Chief Executive Officer and Chairman of the Board of Directors of DrugAbuse Sciences, Inc.  Ms.
Elizabeth Greetham has served on our Compensation Committee since September 1996, and is also the Chief
Financial Officer of DrugAbuse Sciences, Inc.



Item 12.	Security Ownership of Certain Beneficial Owners and Management.

The following table sets forth certain information known to us
with respect to the beneficial ownership of our common stock as of April 14, 2000 by (i) all
persons who are beneficial owners of five percent (5%) or more of our common stock, (ii) each
director and nominee for director, (iii) the Named Executive Officers, and (iv) all directors
and executive officers as a group as of April 14, 2000.  Unless otherwise indicated, each of the
stockholders has sole voting and investment power with respect to the shares beneficially owned,
subject to community property laws, where applicable.

|Name and Address (as required) of Beneficial Owner                                     | Number of Shares
Beneficially
Owned(#) | Percentage of Shares
Beneficially
Owned(%)(#)
|-------------------------------------------------------------------------------------- | -------------------------------------- | ---------------------------------------------
|Capital Guardian Trust		
        11100 Santa Monica Blvd
        Los Angeles, CA 90025 | 1,580,000                              | 8.8%                                         
|Merrill Lynch Asset Management
		
        1 Liberty Plaza
        New York, NY 10080   | 975,000                                | 5.4%                                         
|Abbott Laboratories (1)
		
        100 Abbott Park Road
        Abbott Park, IL 60064  | 895,000                                | 5.0%                                         
|UBS Asset Management (1)
		
        10 E 50th Street
        New York, NY 10022        | 895,000                                | 5.0%                                         
|Fredric J. Feldman, Ph.D. (2)                                                          | 49,086                                 | *                                            
|Elizabeth Greetham (3)                                                                 | 34,977                                 | *                                            
|Richard D. Murdock (4)                                                                 | 27,595                                 | *                                            
|Andrew J. Perlman, M.D., Ph.D. (5)                                                     | 38,995                                 | *                                            
|Vincent R. Worms (6)                                                                   | 590,838                                | 3.2%                                         
|Jean-Jacques Bienaimé (7)                                                              | 93,825                                 | *                                            
|Raymond J. Tesi, M.D. (8)                                                              | 22,831                                 | *                                            
|Ralph Levy (9)                                                                         | 39,186                                 | *                                            
|Mark D. Tolpin, M.D. (10)                                                              | 8,291                                  | *                                            
|David Winter, M.D. (11)                                                                | 101,000                                | *                                            
|Philippe Pouletty, M.D. (12)                                                           | 423,467                                | 2.3%                                         
|All directors and officers as a group (18 persons) (13)                                | 1,499,656                              | 7.7%                                         



> *	Does not exceed one percent.
> 
> 
> (#)	Beneficial ownership is determined in accordance with the rules of the Securities and
> Exchange Commission and generally includes voting or investment power with respect to securities.
> Shares of common stock subject to options which are currently exercisable or convertible or which
> will become exercisable or convertible within sixty (60) days after April 14, 2000 are deemed
> outstanding for computing the beneficial ownership of the person holding such option but are not
> outstanding for computing the beneficial ownership of any other person. Except as indicated by
> footnote, and subject to community property laws where applicable, the persons named in the table
> above have sole voting and investment power with respect to all shares of common stock shown as
> beneficially owned by them.  The total number of shares outstanding as of April 14, 2000 used for
> calculation of percentages was 17,906,677.
> The actual percentage of shares of the Company held by both Abbott
> Laboratories and UBS Asset Management is fractionally under 5%.
> Includes 13,125 shares held by the Feldman family trust and options to
> purchase 35,961 shares granted under our Directors Plan.
> Represents options to purchase 34,977 shares granted under our
> Directors Plan.
> Represents options to purchase 27,595 shares granted under our
> Directors Plan.
> Represents options to purchase 38,995 shares granted under our
> Directors Plan.
> Includes 549,662 shares held by Partech International Inc. Mr. Worms, a
> member of our Board of Directors, may be deemed to share voting and investment power in such shares
> arising from his interests in the aforementioned entity. Mr. Worms disclaims beneficial
> ownership of such shares, except to the extent of his interests in the aforementioned entity. The
> shares beneficially owned by Mr. Worms include options to purchase 5,374 shares granted under
> our Directors Plan.
> Includes options to purchase 89,825 shares granted under our 1993 Option
> Plan.
> Represents options to purchase 22,831 shares granted under our 1993 Option
> Plan.
> Represents options to purchase 39,186 shares granted under our 1993 Option
> Plan.
> Represents options to purchase 8,291 shares granted under our 1993 Option
> Plan.  Dr. Tolpin resigned as Senior Vice President, Clinical Development effective April 14, 2000.
> Represents options to purchase 101,000 shares granted under our 1993 Option
> Plan
> Represents options to purchase 423,467 shares granted under our 1993 Option
> Plan.
> Includes options to purchase 897,067 shares granted under our 1993 Option
> Plan.



Item 13.	Certain Relationships and Related Transactions.



We entered into an agreement with Abbott Laboratories in May 1999 for the co-promotion, distribution, and clinical development in
the United States of our SangCya Oral Solution and a cyclosporine capsule product.  Under this agreement we will share marketing and
promotional expenses as well as the profits from the co-promotion of these two products.  The agreement ends December 31, 2004
unless we both agree to extend it.  As part of the agreement, Abbott purchased 895,000 shares of our common stock for approximately
$14 million representing a premium to fair market value of approximately $1.3 million, loaned us $16 million and made milestone
payments totaling $13.9 million as of December 31, 1999.  The loan bears interest at 8.75%, payable annually, and is secured by a
security interest in the United States marketing rights for SangCya Oral Solution. The loan matures on December 31, 2004, and can be
prepaid by us without penalty at any time prior to maturity.  .As a result of their equity investment, Abbott now holds approximately
five percent (5%) of our outstanding common stock.  In connection with this equity investment we also agreed to register the SangStat
shares Abbott purchased upon Abbott's request after November 15, 2001.  Abbott has agreed not to re-sell any of these shares prior to
December 31, 2001.  After this time and until December 31, 2004 we have a right of first refusal on any resales of these shares by
Abbott at the price at which Abbott proposes to sell them.  We also have the right to repurchase these shares from Abbott at any time
prior to December 31, 2001 at a price equal to twice what Abbott paid for them.

As of December 31, 1999, loans were outstanding to us in the principal amount of
$200,000 from Mr. Bienaimé, $200,000 from Dr. Tesi and $30,000 from Dr. Winter, all of whom
are executive officers.  We made these loans to these officers to provide housing assistance as part
of their relocation packages.  We made Mr. Bienaimé's loan in July 1998, Dr. Tesi's loan in
September 1997 and Dr. Winter's loan in June 1997.  Each such loan is evidenced by a promissory note
secured by options to purchase shares of our common stock.  Neither Mr. Bienaimé, Dr. Tesi
nor Dr. Winter has repaid any principal amounts or interest due on their loans, which are due on
July 17, 2001, September 12, 2000 and  June 5, 2000, respectively.  The annual interest rates on the
loans are as follows: Mr. Bienaimé 5.69%, Dr. Tesi 6.0% and Dr. Winter 5.95%.  At December
31, 1999, the aggregate indebtedness of Mr. Bienaimé, Dr. Tesi and Dr. Winter under such
loans was $216,883, $228,783 and $34,818, respectively, including principal and accrued interest.
The amounts owed under these loans as of April 14, 2000 was $220,343, $232,662 and $35,394,
respectively.

All future transactions, including loans, between us and our officers, directors,
principal stockholders and their affiliates will be approved by a majority of the Board, including a
majority of the independent and disinterested directors.

Each director has entered into an indemnification agreement with us.  These
agreements, among other things, require us to indemnify each director to the fullest extent
permitted by Delaware law, including indemnification for expenses such as attorneys' fees,
judgments, fines and settlement amounts incurred by the director in any action or proceeding,
including any action by or in the right of us, arising out of the person's services as a director,
any subsidiary or any other company or enterprise to which the person provides services at our
request.



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SIGNATURE

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the Registrant has duly caused this amendment to be signed on its behalf by the undersigned,
thereunto duly authorized.

Dated: May 1, 2000



| |                             
| | ----------------------------
| | SANGSTAT MEDICAL CORPORATION



| |     |                          
| | --- | -------------------------
| | By: | /s/ JEAN-JACQUES BIENAIME

| |                                                             
| | ------------------------------------------------------------
| |                                                             
| | Jean-Jacques Bienaime, President and Chief Executive Officer

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