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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________
SCHEDULE 13G
________________
INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)*
CytoTherapeutics, Inc.
(NAME OF ISSUER)
Common Stock, $.01 par value
(TITLE OF CLASS OF SECURITIES)
232923 10 2
(CUSIP NUMBER)
Check the following box if a fee is being paid with this statement.[ ]
(A fee is not required only if the filing person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent of
the class of securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7).
__________________
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information
which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of
the Act (however, see the Notes).
PAGE 1 OF 5 PAGES
13G
CUSIP No. 232923 10 2
_____________________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
Ardsley Advisory Partners
_____________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [x]
_____________________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________________
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Connecticut
_____________________________________________________________________________
NUMBER OF (5) SOLE VOTING POWER
0
SHARES ______________________________________________________________
BENEFICIALLY (6) SHARED VOTING POWER
931,500
OWNED BY ______________________________________________________________
EACH (7) SOLE DISPOSITIVE POWER
0
REPORTING ______________________________________________________________
PERSON WITH (8) SHARED DISPOSITIVE POWER
931,500
_____________________________________________________________________________
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
931,500
_____________________________________________________________________________
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
6.2%
_____________________________________________________________________________
(12) TYPE OF REPORTING PERSON **
IA
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE 2 OF 5 PAGES
13G
CUSIP No. 232923 10 2
_____________________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
Philip J. Hempleman
_____________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [x]
_____________________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________________
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
_____________________________________________________________________________
NUMBER OF (5) SOLE VOTING POWER
0
SHARES ______________________________________________________________
BENEFICIALLY (6) SHARED VOTING POWER
931,500
OWNED BY ______________________________________________________________
EACH (7) SOLE DISPOSITIVE POWER
0
REPORTING ______________________________________________________________
PERSON WITH (8) SHARED DISPOSITIVE POWER
931,500
_____________________________________________________________________________
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
931,500
_____________________________________________________________________________
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
6.2%
_____________________________________________________________________________
(12) TYPE OF REPORTING PERSON **
IN
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE 3 OF 5 PAGES
The Schedule 13G initially filed for the year ended December 31,
1993 of (i) Ardsley Advisory Partners and (ii) Philip J. Hempleman relating to
the common stock, par value of $.01 per share (the "Common Stock"), issued by
CytoTherapeutics, Inc. (the "Company") is hereby amended by this Amendment No.
2 to the Schedule 13G as follows:
ITEM 4. OWNERSHIP.
Item 4 is hereby replaced in its entirety by the following:
(a) Amount beneficially owned:
931,500
(b) Percent of class:
6.2% (based on the 15,149,582 shares of Common Stock reported to
be outstanding as of November 1, 1995, as reflected in the
Company's quarterly report on Form 10-Q filed with the Securities
and Exchange Commission by the Company for the quarter ended
September 30, 1995.)
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote
-0-
(ii) shared power to vote or to direct the vote
931,500
(iii) sole power to dispose or to direct the disposition of
-0-
(iv) shared power to dispose or to direct
the disposition of
931,500
By virtue of Mr. Hempleman's position as managing partner of
Ardsley Advisory Partners, Mr. Hempleman may be deemed to have the shared
power to vote or direct the vote of, and the shared power to dispose or direct
the disposition of, the 931,500 shares of Common Stock held by the
discretionary accounts managed by Ardsley Advisory Partners, constituting 6.2%
of the shares of Common Stock outstanding and, therefore, Mr. Hempleman may be
deemed to be the beneficial owner of such shares.
PAGE 4 OF 5 PAGES
ITEM 10. CERTIFICATION. (if filing pursuant to Rule 13d-1(b))
By signing below Ardsley Advisory Partners and Philip J. Hempleman
certify that, to the best of their knowledge and belief, the securities
referred to above were acquired in the ordinary course of business, were not
acquired for the purpose of and do not have the effect of changing or
influencing the control of the issuer of such securities and were not acquired
in connection with or as a participant in any transaction having such purposes
or effect.
SIGNATURE
After reasonable inquiry and to the best of their knowledge and
belief, the undersigned certify that the information set forth in this
statement is true, complete and correct.
February 13, 1996
/s/ PHILIP J. HEMPLEMAN
Philip J. Hempleman, as
Managing Partner of
Ardsley Advisory Partners
/s/ PHILIP J. HEMPLEMAN
Philip J. Hempleman
PAGE 5 OF 5 PAGES