Exhibit 10.2
                                PROMISSORY NOTE



                                                                 June 11, 1997

          FOR VALUE RECEIVED, the undersigned, ADVANCED TISSUE SCIENCES, INC.,
a Delaware corporation ("ATS"), HEREBY PROMISES TO PAY, in lawful money of the
United States of America and in immediately available funds, to SMITH & NEPHEW
SNATS, INC., a Delaware corporation ("S&N"), the principal sum loaned by S&N
to ATS or its Affiliate (this and certain other capitalized terms used herein
are defined in Article I of this Note) pursuant to Section 4.4 of the
Partnership Agreement, such principal to be payable on the earlier of (i) the
third anniversary of the first date amounts are loaned by S&N to ATS pursuant
to such Section 4.4 or (ii) the date upon which ATS and its Affiliates no
longer have an ownership interest in the Partnership as the result of exercise
of rights under the Partnership Agreement by either party thereto in
connection with (A) a material default by ATS or its Affiliates under such
agreement, (B) sale, assignment or other transfer by ATS or its Affiliates of
interests in the Partnership, (C) withdrawal by ATS or its Affiliates from the
Partnership or (D) a change of control (as specified in the Partnership
Agreement) of ATS or any ATS Affiliates having an ownership interest in the
Partnership.  ATS further agrees to pay interest in like money on the unpaid
principal amount hereof from time to time from the date hereof until paid in
full (both before and after a judgement).  Periodic interest ("Periodic
Interest") shall be paid on the unpaid principal amount hereof from time to
time at a fluctuating rate per annum equal to 4% per annum above the LIBOR
Rate, payable quarterly in arrears on the last Business Day of each Quarter,
commencing September 30, 1997, and upon payment in full of the unpaid
principal hereof.  Upon the occurrence and during the continuance of an
uncured Event of Default, any unpaid principal, Periodic Interest shall be
payable upon S&N's demand in U.S. dollars and in immediately available funds.
Notwithstanding the foregoing, interest payable hereunder shall not exceed the
maximum rate permitted by applicable law.


                                   ARTICLE I
                                  DEFINITIONS

           Section 1.1.  Definitions.  As used herein, the following terms
shall have the indicated meanings:

           "Affiliate"  shall mean, with respect to any Person, any other
Person which directly or indirectly controls, is controlled by or is under
common control with such Person.

           "ATS" shall have the meaning specified in the first paragraph of
this Note.

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           "Business Day" shall mean any day excluding Saturday, Sunday and 
any day which is a legal holiday under the laws of the State of Delaware, or 
is a day on which banking institutions located in such state are required or
authorized by law or other governmental action to close.

           "Cartilage  Heads of Agreement"  shall mean the Agreement, dated 
May 6, 1994, between ATS and Smith & Nephew plc.

           "Event of Default" shall mean any of the events described or 
listed in Section 3.1 of this Note.

           "Indebtedness" shall mean (A) all indebtedness, obligations or 
other liabilities for borrowed money or for the deferred purchase price of 
property or services; (B) obligations as lessee under leases; (C) obligations
under direct or indirect guaranties, endorsements (other than for collection 
or deposit in the ordinary course of business) and obligations (contingent or
otherwise) to purchase, repurchase or otherwise acquire or assure a creditor
against loss, in respect of indebtedness or obligations or to provide funds
for the payment or discharge thereof; (D) all indebtedness, obligations or
other liabilities evidenced by any stock, shares, voting trust certificates,
bonds, debentures, notes or other evidence of indebtedness, secured or
unsecured, convertible, subordinated or otherwise or any other instruments
commonly known as "securities" and all indebtedness, obligations or other
liabilities evidenced by any subscription, agreement or other undertaking to
purchase or acquire any of the foregoing "securities"; (E) all reimbursement
obligations and other liabilities with respect to letters of credit; (F) all
indebtedness, obligations or other liabilities secured by a lien on any asset
of ATS or any subsidiary of ATS, whether or not such indebtedness,
obligations or liabilities are assumed by or are a personal liability of ATS
or any subsidiary of ATS, all as of such time; and (G) all indebtedness,
obligations or other liabilities in respect of interest rate contracts and
foreign currency exchange agreements.

           "LIBOR Rate" shall mean, as to interest payable for any Quarter, 
the rate per annum listed in the Wall Street Journal under "Money Rates" as 
the three month "London Interbank Offered Rates (LIBOR)" rate applicable for 
the first Business Day of such Quarter, or if such rate is not published a
reasonable, comparable rate determined by S&N.

           "Note" shall mean this Promissory Note, as amended or modified from
time to time.

           "Partnership" shall mean ADVANCED TISSUE SCIENCES - SMITH &
NEPHEW, a Delaware general partnership formerly known as SNATS Partnership.

           "Partnership Agreement"  shall mean the Agreement of General
Partnership of ADVANCED TISSUE SCIENCES - SMITH & NEPHEW (formerly known as
SNATS Partnership), dated as of November 25, 1994, between ATS Orthopedics,
Inc. and S&N.

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           "Periodic Interest" shall have the meaning specified in the first
paragraph of this Note.

           "Person" shall mean any individual, corporation, limited liability
company, partnership, joint venture, association, joint-stock company, trust,
unincorporated organization or governmental authority or regulatory body.

           "Quarter" shall mean any period of three calendar months ending on 
the last day of March, June, September or December.

           "S&N" shall have the meaning specified in the first paragraph of 
this Note.

           Section 1.2.  Terms.  Terms used in this Note shall be deemed to
refer to the masculine, feminine, neuter, singular or plural, as the identity
of the person or persons, firm or corporation may in the context require.


                                  ARTICLE II
                          DRAW DOWN; TERMS OF PAYMENT

           Section 2.1.  Draw Down.  (a) ATS shall notify S&N in writing at
least 10 Business Days prior to ATS or its Affiliate borrowing any amount
pursuant to Section 4.4 of the Partnership Agreement.  Promptly upon ATS or
its Affiliate borrowing any amount under Section 4.4 of the Partnership
Agreement or making a principal payment hereunder, an officer of ATS shall
deliver to S&N a revised version of Exhibit A hereto, indicating ATS'
determination of the amount borrowed or the principal paid, the principal
balance of this Promissory Note and the date of such borrowing or principal
payment; provided, that the failure of any such officer to so indicate any
amount borrowed shall not affect the obligations of ATS to pay such borrowed
amount.

           (b)  S&N shall maintain its own record of (i) the date and amount 
of each loan made under Section 4.4 of the Partnership Agreement, (ii) the 
amount of any principal or interest due and payable or to become due and 
payable from ATS or any of its Affiliates to S&N hereunder and (iii) the 
amount and date of receipt of any sum received by S&N from ATS or any of its 
Affiliates hereunder.  Such record shall be conclusive and binding for all 
purposes, absent ATS establishing the existence of an error.

           Section 2.2.  Payments and Computations.  (a) ATS shall make each
payment hereunder not later than 12:00 noon (Delaware time) on the day when
due, in lawful money of the United States and immediately available funds, by
wire transfer addressed to the account of Smith & Nephew SNATS, Inc., Account
No. 0921750, The First National Bank of Chicago, ABA No. 071000013, by order
of Advanced Tissue Sciences, Inc.

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           (b)     Interest shall accrue from day to day and all computations
of interest shall be made by S&N on the basis of a year of 360 days and the
actual number of days elapsed.

           (c)     Whenever any payment to be made hereunder shall be stated 
to be due on a day other than a Business Day, such payment shall be made on 
the next succeeding Business Day, and such extension of time shall in such 
case be included in the computation of payment of interest.

           Section 2.3.  Prepayment.  ATS shall have the right to prepay the
unpaid principal outstanding under this Note, in whole or in part, at any time
and from time to time without penalty.


                                  ARTICLE III
                    EVENTS OF DEFAULT; RIGHTS AND REMEDIES

           Section 3.1.  Events of Default.  Each of the following occurrences
shall constitute an Event of Default under this Note and any such Event of
Default shall be deemed "continuing" until cured or waived in writing:

           (a)     Failure to Make Principal Payments When Due.  ATS shall 
fail to pay when due any principal under this Note and such failure shall 
continue for more than ten (10) days after ATS receives notice of such failure;

           (b)     Failure to Make Interest Payments When Due. ATS shall fail
to pay when due any interest under this Note and such failure shall continue
for more than ten (10) days after ATS receives notice of such failure;

           (c)     Breach Under Any Joint Venture Documents.  ATS, or any
Affiliate of ATS, shall have breached any of its representations and
warranties, covenants or other agreements contained in the Cartilage Heads of
Agreement, the Partnership Agreement, the License Agreement dated as of
November 25, 1994 between ATS Orthopedics, Inc. and the Partnership or any
other agreement or instrument relating to the joint venture formed pursuant to
the Cartilage Heads of Agreement, as any such agreement or instrument is
amended from time to time, and such breach shall continue for more than twenty
(20) days after ATS receives notice of the occurrence thereof; provided, that
no such grace period shall apply, and an Event of Default shall exist
immediately upon such breach, if such breach can not, in S&N's reasonable
determination, be cured by ATS or the applicable ATS Affiliate during such
grace period;

           (d)     Other Defaults.  ATS shall default in the performance of or
compliance with any term contained in this Note (other than as covered by
subsection (a) or (b) above), and such default shall continue more than ten
(10) days after ATS receives notice of such default; provided, that no such

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grace period shall apply, and an Event of Default shall exist immediately upon
such default, if such default can not, in S&N's reasonable determination, be
cured by ATS during such grace period;

           (e)     Default As To Other Indebtedness.  ATS or any of its
Affiliates shall fail to make any payment when due (whether by scheduled
maturity, required prepayment, acceleration, demand or otherwise) on any
Indebtedness (whether of principal or interest thereon), other than under this
Note, if the aggregate amount of such Indebtedness is Five Hundred Thousand
Dollars ($500,000) or more, and such failure shall continue after the
applicable grace period, if any, specified in the agreement or instrument
relating to such Indebtedness if the effect of such failure is to accelerate,
or to permit the acceleration of, the maturity of such Indebtedness; or any
other material default under any agreement or instrument relating to any such
Indebtedness, or any other event, shall occur and shall continue after the
applicable grace period, if any, specified in such agreement or instrument, if
the effect of such default or event is to accelerate, or to permit the
acceleration of, the maturity of such Indebtedness and such failure to make
payment, default or event has not been waived by the party or parties not in
breach under such agreement or instrument; or any such Indebtedness shall be
declared to be due and payable, or required to be prepaid (other than by a
regularly scheduled required prepayment), prior to the stated maturity
thereof; or the holder of any lien, in any amount, shall commence foreclosure
of such lien upon property of ATS or any of its Affiliates having a value in
excess of Five Hundred Thousand Dollars ($500,000); provided that no such
failure, default or event referred to in this subsection (e) shall be an Event
of Default if being contested in good faith by appropriate proceedings which
are sufficient to prevent imminent foreclosure or attachment of any asset, are
promptly instituted and diligently conducted and if such reserve or other
appropriate provision, if any, as shall be required in conformity with
generally accepted accounting principles, shall have been made therefor;

           (f)     Involuntary Bankruptcy; Appointment of Receiver, etc.  (i)
An involuntary case shall be commenced against ATS, and the petition shall
not be dismissed within sixty (60) days after commencement of the case, or a
court having jurisdiction in the premises shall enter a decree or order for
relief in respect of ATS, in an involuntary case, under any applicable
bankruptcy, insolvency or other similar law now or hereinafter in effect; or
any other similar relief shall be granted under any applicable federal, state
or foreign law; or

              (ii)     A decree or order of a court having jurisdiction in the
premises for the appointment of a receiver, liquidator, sequestrator, trustee,
custodian or other officer having similar powers over ATS, or over all or a
substantial part of the property of ATS, shall be entered; or an interim
receiver, trustee or other custodian of ATS, or of all or a substantial part
of the property of ATS, shall be appointed or a warrant of attachment,
execution or similar process against any substantial part of the property of
ATS, shall be issued and any such event shall not be stayed, vacated,
dismissed, bonded or discharged within sixty (60) days after entry,
appointment or issuance;

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           (g)     Voluntary Bankruptcy; Appointment of Receiver, etc.  ATS
shall have an order for relief entered with respect to it or commence a
voluntary case under any applicable bankruptcy, insolvency or other similar
law now or hereafter in effect, or shall consent to the entry of an order for
relief in an involuntary case, or to the conversion of an involuntary case to
a voluntary case, under any such law, or shall consent to the appointment of
or taking of possession by a receiver, trustee or other custodian for all or a
substantial part of its property; ATS shall make any assignment for the
benefit of creditors or shall be unable or fail, or admit in writing its
inability, to pay its debts as such debts become due; or ATS shall take any
corporate action to authorize any of the foregoing; and

           (h)     Dissolution.  Any order, judgment or decree shall be 
entered against ATS decreeing its involuntary dissolution or split up and 
such order shall remain undischarged and unstayed for a period in excess of 
thirty (30) days; or ATS shall otherwise dissolve or cease to exist.

           Section 3.2.  Rights and Remedies.  Upon the occurrence of any
Event of Default described in the foregoing Section 3.1(e), 3.1(f) or 3.1(g)
with respect to ATS, the unpaid principal amount of and any and all accrued
interest on this Note shall automatically become immediately due and payable
in U.S. dollars and in immediately available funds, without presentment,
demand, or protest or other requirements of any kind (including, without
limitation, valuation and appraisement, diligence, presentment, notice of
intent to demand or accelerate and of acceleration), all of which are hereby
expressly waived by ATS; and upon the occurrence and during the continuance of
any other Event of Default, S&N may by written notice to ATS declare the
unpaid principal amount of and any and all accrued and unpaid interest on this
Note to be, and the same shall thereupon be, immediately due and payable in
U.S. dollars and in immediately available funds, without presentment, demand,
or protest or other requirements of any kind (including, without limitation,
valuation and appraisement, diligence, presentment, notice of intent to
demand or accelerate and of acceleration), all of which are hereby expressly
waived by ATS.  The rights and remedies set forth in this Section 3.2 shall be
in addition to, and not in lieu of, S&N's rights under Section 4.4 of the
Partnership Agreement.


                                  ARTICLE IV
                                 MISCELLANEOUS

           Section 4.1.  Amendments, etc.  No amendment or waiver of any
provision of this Note, nor consent to any departure by ATS herefrom, shall in
any event be effective unless the same shall be in writing and signed by S&N;
and then such waiver or consent shall be effective only in the specific
instance and for the specific purpose for which given.

           Section 4.2.  Notices.  All notices, requests and other
communications under this Agreement shall be in writing and shall be deemed to
have been duly given when (a) delivered by hand, (b) sent by telecopier (with
receipt confirmed), provided that a copy is mailed by registered mail, return

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receipt requested, or (c) when received by the addressee, if sent by Express
Mail, Federal Express or other express delivery service (receipt requested),
in each case to the appropriate addresses and telecopier numbers set forth
below or as a party may designate as to itself by notice to the other
parties):


           (a)     If to S&N:

           Smith & Nephew SNATS, Inc.
           One Commerce Center, Suite 788
           1201 North Orange Street
           Wilmington, Delaware  19801
           Attention:  President
           Telecopy:  (302) 884-6752


           with a copy to:

           Smith & Nephew North America
           1450 Brooks Road
           Memphis, Tennessee 38116
           Attention:  General Counsel
           Telecopy: (901) 396-7824


           (b)     If to ATS:

           Advanced Tissue Sciences, Inc.
           10933 Torrey Pines Road
           La Jolla, California 92037
           Attention:  Vice President, Finance and Administration
           Telecopy:  (619) 450-5732

           with a copy to:

           Advanced Tissue Sciences, Inc.
           10933 Torrey Pines Road
           La Jolla, California 92037
           Attention:  Director, Legal Affairs
           Telecopy:  (619) 450-5732

           Section 4.3.  No Waiver; Remedies.   No failure on the part of S&N
to exercise, and no delay in exercising, any right hereunder shall operate as
a waiver thereof; nor shall any single or partial exercise of any right
hereunder preclude any other or further exercise thereof or the exercise of

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any other right.  The remedies herein provided are cumulative and not
exclusive of any remedies provided by law.

           Section 4.4.  Costs and Expenses.  ATS agrees to pay on demand all
losses, costs and expenses, if any (including reasonable counsel fees and
expenses), in connection with the enforcement of this Note, including,
without limitation, costs and expenses sustained by S&N as a result of a
default by ATS in the performance of its obligations contained in this Note
or any document delivered in connection herewith.

           Section 4.5.  Binding Effect; Governing Law.  This Note shall be
binding upon and inure to the benefit of ATS and S&N and their respective
successors and assigns.  S&N may negotiate this Note or assign all or any
part, or any interest in, S&N's rights and benefits hereunder, to any
affiliate of S&N or, in connection with the sale of substantially all of S&N's
or its Affiliates' assets, to any person acquiring such assets, and to the
extent of such negotiation or assignment the transferee or assignee shall have
no less rights and benefits against ATS than it would have had if it were S&N
hereunder.  This Note shall be governed by, and construed in accordance with,
the laws of the State of Delaware.

           Section 4.6.  Severability of Provisions.  Any provision of this
Note which is prohibited or unenforceable in any jurisdiction shall, as to
such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof or
affecting the validity or enforceability of such provision in any other
jurisdiction.

           Section 4.7.  Headings.  The Article and Section headings of this
Note are for convenience of reference only and shall not, for any purpose, be
deemed a part of this Note.


           IN WITNESS WHEREOF, ATS has caused this Note to be executed in its
name by its duly authorized officer and its corporate seal to be affixed
hereto.

                                       ADVANCED TISSUE SCIENCES, INC.


[SEAL]

                                       By  /s/ Arthur J. Benvenuto
                                         --------------------------------
                                        Name: Arthur J. Benvenuto
                                        Title: Chairman and Chief Executive 
                                               Officer

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