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

                                    FORM 10-Q/A
                                 (Amendment No. 1)
                               ____________________

                 [X]   Quarterly Report Pursuant to Section 13 or 15(d)
                          of the Securities Exchange Act of 1934

                For the quarterly period ended September 30, 2001

                                       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: 0-016607

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

                              ____________________


              Delaware                               14-1701513
      ------------------------------             -------------------
     (State or other jurisdiction of              (I.R.S. Employer
      incorporation or organization)             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: (858) 713-7300

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

The number of shares of the registrant's common stock, par value $.01 per share,
outstanding at November 9, 2001 was 73,146,153.

The registrant hereby files this report on Form 10-Q/A to amend Exhibit 10.1 to
its quarterly report on Form 10-Q for the quarter ended September 30, 2001 to
include certain portions of such exhibit that were previously marked as
confidential and to revise Part II, Item 6 to delete the footnote stating that
the Company had requested confidential treatment with respect to certain
portions of this exhibit.  No other items in the registrant's Form 10-Q for the
quarter ended September 30, 2001 are amended.


<PAGE>

                           PART II - OTHER INFORMATION

ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K

(a)   Exhibits

<TABLE>
<CAPTION>

   Exhibit
     No.                             Title                                         Method of Filing
 -----------                         -----                                         ----------------
<S>            <C>                                                <C>

     3.1       Amended and Restated Certificate of                Incorporated by Reference to Exhibit 3.1 to the
               Incorporation of the Company                       Company's Form 10-Q for the Quarter Ended June 30,
                                                                  2000

     3.2       Restated By-Laws of the Company                    Incorporated by Reference to Exhibit 3.2 to the
                                                                  Company's Form 10-Q for the Quarter Ended June 30,
                                                                  2000

     4.1       Rights Agreement, dated as of January 6, 1995,     Incorporated by Reference to Exhibit 1 to the
               between the Company and Chemical Trust Company     Company's Current Report on Form 8-K dated January
               of California, including the Certificate of        5, 1995
               Determination for the Series A Junior
               Participating Preferred Stock as Exhibit A, the
               Form of Summary of Rights to Right Certificate
               as Exhibit B and the Purchase Preferred Shares
               as Exhibit C

     4.2       First Amendment to Rights Agreement entered into   Incorporated by Reference to Exhibit 1 to the
               as of November 8, 1999, between ChaseMellon        Company's Form 8-A, as amended, dated November 10,
               Shareholder Services, L.L.C. and Advanced Tissue   1999
               Sciences, Inc.

     4.3       Second Amendment to Rights Agreement entered       Incorporated by Reference to Exhibit 1 to the
               into as of December 13, 1999, between              Company's Form 8-A, as amended, dated March 28,
               ChaseMellon Shareholder Services, L.L.C. and       2000
               Advanced Tissue Sciences, Inc.

    10.1       Letter agreement dated September 17, 2001          Filed Herewith
               between Advanced Tissue Sciences, Inc. and
               UBS Warburg LLC, regarding the engagement
               of UBS Warburg as placement agent


</TABLE>


(b)   Reports on Form 8-K

         None

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<PAGE>


                                   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 thereunto duly authorized.

                                               ADVANCED TISSUE SCIENCES, INC.

Date:  February 7, 2002                         /s/ Arthur J. Benvenuto
      -------------------                      --------------------------------
                                               Arthur J. Benvenuto
                                               Chairman of the Board,
                                               Chief Executive Officer


Date:  February 7, 2002                         /s/ Nikhil A. Mehta
      -------------------                      --------------------------------
                                               Nikhil A. Mehta
                                               Senior Vice President, Finance
                                               and Chief Financial Officer


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