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 June 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                (I.R.S. Employer
      of 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 August 6, 2001 was 64,217,012.

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 June 30, 2001 to include
certain portions of such exhibit that were previously marked as confidential.
No other items in the registrant's Form 10-Q for the quarter ended June 30, 2001
are amended.


<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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