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


                                  Form 10-C

               REPORT BY ISSUER OF SECURITIES QUOTED ON NASDAQ
                         INTERDEALER QUOTATION SYSTEM

 Filed pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
                     and Rule 13a-17 or 15d-17 thereunder

                        ADVANCED POLYMER SYSTEMS, INC.

                  3696 Haven Avenue, Redwood City, CA 94063

Issuer's telephone number, including area code (415) 366-2626

                  I. CHANGE IN NUMBER OF SHARES OUTSTANDING

Indicate any change (increase or decrease) of 5% or more in the number of
shares outstanding:

1.  Title of security  Common Stock

2.  Number of shares outstanding before the change  15,168,963

3.  Number of shares outstanding after the change  16,404,399

4.  Effective date of change  6/30/94, 9/30/94, 12/30/94, and 3/30/95

5.  Method of change  Private Placement

    Specific method (such as merger, acquisition, exchange, 
    distribution, stock split, reverse split, acquisition of stock for
    treasury, etc.) _________________________

    Give brief description of transaction Private Placement


                         II. CHANGE IN NAME OF ISSUER

1.  Name prior to change _____________________________________________________

2.  Name after change ________________________________________________________

3.  Effective date of charter amendment changing name ________________________

4.  Date of shareholder approval of change, if required ______________________

Date  May 4, 1995                   Michael O'Connell, Chief Financial Officer