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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________
SCHEDULE 13G/A
________________
INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 3)*
CytoTherapeutics, Inc.
(NAME OF ISSUER)
Common Stock, $.01 par value
(TITLE OF CLASS OF SECURITIES)
232923 10 2
(CUSIP NUMBER)
__________________
* 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
833,000
OWNED BY ______________________________________________________________
EACH (7) SOLE DISPOSITIVE POWER
0
REPORTING ______________________________________________________________
PERSON WITH (8) SHARED DISPOSITIVE POWER
833,000
_____________________________________________________________________________
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
833,000
_____________________________________________________________________________
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
5.4%
_____________________________________________________________________________
(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
833,000
OWNED BY ______________________________________________________________
EACH (7) SOLE DISPOSITIVE POWER
0
REPORTING ______________________________________________________________
PERSON WITH (8) SHARED DISPOSITIVE POWER
833,000
_____________________________________________________________________________
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
833,000
_____________________________________________________________________________
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
5.4%
_____________________________________________________________________________
(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.
3 to the Schedule 13G as follows:
ITEM 4. OWNERSHIP.
Item 4 is hereby replaced in its entirety by the following:
(a) Amount beneficially owned:
833,000
(b) Percent of class:
5.4% (based on the 15,428,576 shares of Common Stock reported to
be outstanding as of October 31, 1996, 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, 1996.)
(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
833,000
(iii) sole power to dispose or to direct the disposition of
-0-
(iv) shared power to dispose or to direct
the disposition of
833,000
By virtue of Mr. Hempleman's position as managing partner of
Ardsley Advisory Partners, a Connecticut general partnership ("Ardsley"), 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 833,000 shares
of Common Stock of the Company held by the discretionary accounts managed by
Ardsley and Mr. Hempleman (including accounts of certain clients, including
investment partnerships for which (i) Ardsley serves as the management company
and (ii) a general partnership comprised of the partners that comprise Ardsley
serves as general partner, the "Discretionary Accounts"), constituting 5.4% of
the 15,428,576 shares of Common Stock outstanding as of October 31, 1996, as
reflected in the quarterly report of the Company on Form 10-Q filed with the
Securities and Exchange Commission by the Company for the quarter ended
September 30, 1996, and, therefore, Mr. Hempleman may be deemed to be the
beneficial owner of such Common Stock.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
Item 6 is hereby replaced in its entirety by the following:
This Schedule 13G is filed by Ardsley, which is an investment
adviser registered under Section 203 of the Investment Advisers Act of 1940,
as amended, with respect to the 833,000 shares of Common Stock held at
December 31, 1996 by the Discretionary Accounts managed by Ardsley and Mr.
Hempleman.
By reason of the provisions of Rule 13d-3 under the Act, Ardsley and
Mr. Hempleman may each be deemed to own beneficially the shares of Common
Stock owned by the Discretionary Accounts. Each client for whose account
Ardsley had purchased Common Stock has the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, such
Common Stock purchased for his account. No such client has any of the
foregoing rights with respect to more than five percent of the class of
securities identified in Item 2(d). There is no agreement or understanding
among such persons to act together for the purpose of acquiring, holding,
voting or disposing of any such securities.
To the knowledge of Ardsley, no other person has the right to
receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, a number of such Common Stock which represents more than
five percent of the number of outstanding shares of Common Stock.
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 6, 1997
/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