SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 10-K/A
(Amendment No. 1)

(Mark One)

[X] Annual report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the fiscal year ended December 31, 1998 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 0-16109

ADVANCED POLYMER SYSTEMS, INC.
(Exact name of registrant as specified in its charter)

Delaware 94-2875566
- ------------------------------- -----------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)

123 Saginaw Drive, Redwood City, California 94063
- ------------------------------------------- ---------
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (650) 366-2626
--------------

Securities registered pursuant to Section 12 (b) of the Act: None
----

Securities registered pursuant to Section 12 (g) of the Act:
Common Stock ($.01 par value)
-----------------------------

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 [ ]
---- ----

Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K (ss.229.405 of this chapter) is not
contained herein, and will not be contained, to the best of the
registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [X]
---

The aggregate market value of the voting stock of the registrant held
by non-affiliates of the registrant as of April 22, 1999, was
$72,900,410. (1)

As of April 22, 1999, 20,068,113 shares of registrant's Common Stock,
$.01 par value, were outstanding.

- -----------------------------------------------------------------------
(1)Excludes 6,505,246 shares held by directors, officers and
shareholders whose ownership exceeds 5% of the outstanding shares at
April 22, 1999. Exclusion of such shares should not be construed as
indicating that the holders thereof possess the power, directly or
indirectly, to direct the management or policies of the registrant,
or that such person is controlled by or under common control with
the registrant.

DOCUMENTS INCORPORATED BY REFERENCE

Form
10-K
Document Part
- -------- ----

TABLE OF CONTENTS

PART III

ITEM 10. Directors and Executive Officers of the Registrant

ITEM 11. Executive Compensation

ITEM 12. Security Ownership of Certain Beneficial Owners
and Management

ITEM 13. Certain Relationships and Related Transactions

PART IV

ITEM 14. Exhibits, Financial Statement Schedules, and
Reports on Form 8-K

Signatures

Part III

Item 10. Directors and Executive Officers of the Registrant

DIRECTORS

DIRECTOR
NAME AGE POSITION WITH COMPANY SINCE
- ----------------------- --- --------------------- --------

John J. Meakem, Jr. 62 Chairman, President and CEO 1991
Carl Ehmann, M.D. (3) 56 Director 1994
Jorge Heller, Ph.D. (3) 71 Director 1991
Peter Riepenhausen (2) 62 Director 1991
Toby Rosenblatt (1)(2) 60 Director 1983
Gregory H. Turnbull (1) 60 Director 1986
C. Anthony Wainwright (2) 65 Director 1996
Dennis Winger (1) 51 Director 1993
<FN>
- ----------------
(1) Member of the Finance and Audit Committee of the Board.
(2) Member of the Compensation and Stock Option Committee of the
Board.
(3) Member of the Science Oversight Committee of the Board.
</FN>

EXECUTIVE OFFICERS

NAME AGE POSITION WITH COMPANY
- ----------------------- --- ---------------------

Michael O'Connell 49 Executive Vice President,
Chief Financial and
Administrative Officer of
Company, President of
Pharmaceutical Sciences
Les Riley 54 Senior Vice President;
President of Dermatology
and Skin Care
Subhash Saxena, Ph.D 52 Senior Vice President,
Research and Development/
Regulatory Affairs

John J. Meakem, Jr. -- chief executive officer and president of APS since
June 1991, director since July 1991; chairman of APS board of directors since
March 1993; chairman of Premier, Inc., a privately held company, from 1986
until its acquisition by APS in 1993. From 1970 to 1986, Mr. Meakem was with
Combe, Inc. and served as corporate executive vice president and president of
Combe, North America. Prior to that Mr. Meakem was vice president of
Richardson-Vicks, Inc.

Carl Ehmann, M.D., F.A.C.P. -- director of APS since June 1994. Dr.
Ehmann currently serves as Group Director, Global Research and Development of
Reckitt & Colman plc. Formerly, he was executive vice president - research
and development of R.J. Reynolds Tobacco Company where he also served as a
member of the executive and operating committee from 1992 until 1996. From
1987 until 1992, he was executive vice president of research and development
at Johnson & Johnson Consumer Products, Inc.

Jorge Heller, Ph.D. -- director of APS since April 1991. Dr. Heller is a
full time consultant to the Company and its Chief Scientist. Prior to
joining the Company, Dr. Heller was director of the controlled release and
biomedical polymers program at SRI International until January 1994, where he
was a staff member since 1974. He is also adjunct professor of pharmacy at
the University of California, San Francisco, and at the University of Utah.
He is editor of the Journal of Controlled Release and past president of the
Controlled Release Society.

Peter Riepenhausen -- director of APS since April 1991. Mr. Riepenhausen
is currently a business consultant. He was president and chief executive
officer of ReSound Corporation from 1994 to 1998. He serves as a director of
Weru A.G. He also served as a director of Caradon (Europe) plc from April
1994 until September 1998. He served as vice chairman of the board of
directors of The Cooper Companies, Inc. from January, 1987 until September,
1989, and from January, 1984 until December, 1986 he was executive vice
president of The Cooper Companies, Inc. Mr. Riepenhausen has also held
executive positions with Blendax-Werke R. Schneider GmbH & Co. of West
Germany and Pepsico, Inc.

Toby Rosenblatt -- director of APS since September, 1983. Mr. Rosenblatt
is president of The Glen Ellen Company and vice president of Founders
Investments, Ltd. Both companies are involved in private investment
activities. Mr. Rosenblatt also serves as a director of State Street
Research Mutual Funds and is a trustee of numerous civic and educational
institutions.

Gregory H. Turnbull -- director of APS since February, 1986. Mr. Turnbull
is currently a business consultant and a director of Planar Systems, Inc.
Previously, he was a general partner of Cable & Howse Ventures, a venture
capital organization which he first joined in 1983, and of which he is
currently a special limited partner. Prior to his work as a venture
capitalist, Mr. Turnbull was an investment banker for 15 years with Morgan
Stanley & Co. and White Weld & Co.

Charles Anthony Wainwright -- director of APS since November 1996. Mr.
Wainwright is currently vice chairman of McKinney & Silver, a national
advertising agency and a director of the following companies: Gibson
Greetings, American Woodmark Corp., Del Webb Corp., Caribiner Corp., and
Marketing Services Group, Inc. He was the chairman of Harris Drury Cohen
from 1995 until early 1997 and from 1990 to 1995, he was the chairman of
Compton Partners, Saatchi & Saatchi. He was also the president and chief
operating officer of the Bloom Companies from 1980 until 1989.

Dennis Winger -- director of APS since February 1993. Mr. Winger is
senior vice president and chief financial officer of Perkin-Elmer
Corporation. From 1989 to 1997, Mr. Winger was senior vice president,
finance and administration and chief financial officer of Chiron
Corporation. He was also a member of Chiron's Strategy Committee.
Prior to joining Chiron, Mr. Winger held a series of financial
positions at The Cooper Companies, Inc., including chief financial
officer.

Michael O'Connell - chief financial officer of APS since July 1992; senior
vice president and chief administrative officer since 1993; executive vice
president and president of APS' Pharmaceutical Sciences since 1998. From
1980 to 1992, he held various positions with The Cooper Companies including
vice president, finance and corporate controller from 1989 to 1991, vice
president, finance and administration of Coopervision Surgical from 1987 to
1989 and vice president, finance and administration of Coopervision
International from 1986 to 1987.

Les Riley - senior vice president of APS and president of APS' Dermatology
and Skin Care since January 1996. From 1993 to 1995, he was the chief
executive officer and president of Tristrata Incorporated ("Tristrata"), a
member of the board of directors of Neostrata Company ("Neostrata") a
subsidiary of Tristrata, and chief executive officer of Neostrata. From 1976
to 1993, he held various positions with Ortho Pharmaceutical Corporation
where he was president of the Dermatology Division from 1991 to 1993 in
addition to being a member of the Board of Directors.

Subhash J. Saxena, Ph.D. - senior vice president of research and
development/regulatory affairs of APS since 1998; vice president of research
and development/regulatory affairs of APS since 1994; director of
pharmaceutical sciences of APS since 1988. From 1983 to 1988, he was a
director of research and development for VLI Corporation.

Item 11. Executive Compensation

SUMMARY COMPENSATION TABLE

ANNUAL LONG-TERM
COMPENSATION COMPENSATION AWARDS
------------ -------------------
RESTRICTED SECURITIES
STOCK UNDERLYING ALL
SALARY BONUS AWARDS OPTIONS OTHER
NAME AND POSITION YEAR ($) ($) ($)(1) (#) COMPENSATION
- ----------------- ---- ------ ------- ------ ------- ------------

John J. Meakem, Jr. 1998 373,654 0 359,400 198,000 4,800(2)
Chairman, President 1997 339,635 100,000 0 50,000 4,569(2)
and Chief Executive 1996 324,693 0 0 0 4,500(2)
Officer

Michael O'Connell 1998 235,616 0 119,800 110,000 4,800(2)
Executive Vice 1997 211,769 56,000 0 40,000 4,750(2)
President, Chief 1996 195,962 10,000 0 40,000 4,500(2)
Financial and
Administrative
Officer; President
of Pharmaceutical
Sciences

Les Riley 1998 235,616 0 119,800 75,000 4,800(2)
Senior Vice 1997 211,769 56,000 0 40,000 169,799(3)
President, President 1996 190,769 10,000 0 125,000 3,249(2)
of Dermatology and
Skin Care

Subhash Saxena, Ph.D. 1998 188,077 0 0 70,000 4,800(2)
Senior Vice 1997 166,731 37,500 0 20,000 4,560(2)
President, Research 1996 137,846 5,000 0 20,000 4,285(2)
and Development/
Regulatory Affairs

<FN>
- ---------------

(1) The dollar value of restricted stock awards net of consideration paid by
the named executive officer was calculated using the closing market price
of the Company's Common Stock on date the restricted stock award was
granted. Each restricted stock award provides that for a period of three
years after the award of restricted stock, the recipient may not sell,
assign, transfer, pledge or otherwise encumber the shares of restricted
stock. Any cash dividends with respect to shares of restricted stock are
automatically reinvested in additional shares of restricted stock. Each
restricted stock award provides that if the employee should leave the
employ of the Company prior to three years from the date of award, unless
waived by the administrator of the plan under certain circumstances, the
Company will have the right to repurchase the restricted stock at their
original purchase price of $.01 per share. As of December 31, 1998, the
Company had a total of 100,000 shares of restricted stock outstanding
with an aggregate value of $537,500 based on the value of the Company's
shares at December 31, 1998.
(2) The stated amounts are Company matching contributions to the Advanced
Polymer Systems Salary Reduction Profit Sharing Plan. In 1998, the
Company made matching contributions equal to 50% of each participant's
contribution during the plan year up to a maximum amount equal to the
lesser of 3% of each participant's annual compensation or $4,800.
(3) This amount consists of $165,349 in relocation costs that were taxable to
Mr. Riley in 1997 and $4,450 in Company matching contribution to the
Advanced Polymer Systems Salary Reduction Profit Sharing Plan. See note
(2) above.
</FN>

The following table sets forth certain information with respect to options
granted during 1998 to the executive officers named in the Summary
Compensation Table.

STOCK OPTION GRANTS IN 1998

POTENTIAL REALIZABLE
VALUE AT ASSUMED
ANNUAL RATES OF
STOCK PRICE
APPRECIATION FOR
INDIVIDUAL GRANTS OPTION TERM(1)
----------------------------------- --------------------
%
OF
TOTAL
OPTIONS
NUMBER OF GRANTED
SECURITIES TO
UNDERLYING EMPLOYEES
OPTIONS IN EXERCISE
GRANTED FISCAL PRICE EXPIRATION
NAME (#)(2) YEAR ($/SH) DATE 5%($) 10%($)
- -------------------- --------- ---- ------ -------- ------- ------

John J. Meakem, Jr. 60,000 8.5 $7.000 03/06/08 264,136 669,372
95,000 13.5 $4.188 10/20/08 250,212 634,086
43,000 6.1 $4.625 12/16/08 125,071 316,956
Michael P.J. O'Connell 20,000 2.8 $6.375 01/13/08 80,184 203,202
60,000 8.5 $4.188 10/20/08 158,029 400,476
30,000 4.2 $4.625 12/16/08 87,259 221,132
Les Riley 20,000 2.8 $6.375 01/13/08 80,184 203,202
25,000 3.6 $4.188 10/20/08 65,845 166,865
30,000 4.3 $4.625 12/16/08 87,259 221,132
Subhash Saxena, Ph.D. 20,000 2.8 $6.000 06/23/08 75,467 191,249
30,000 4.3 $4.188 10/20/08 79,014 200,238
20,000 2.8 $4.625 12/16/08 58,173 147,421
<FN>
- ---------------
(1) Potential realizable value is based on an assumption that the price
of the Common Stock appreciates at the annual rate shown
(compounded annually)
from the date of grant until the end of the ten year option term.
The numbers are calculated based on the requirements promulgated by
the Securities and Exchange Commission ("SEC") and do not reflect
the Company's estimate of future stock price growth.
(2) The options granted under the Company's 1992 Stock Plan typically vest
over 4 years at 25% annually. Payments on exercise, including any taxes
the Company is required to withhold, may be made in cash, by a full
recourse promissory note or by tender of shares. Options are granted at
fair market value on the date of grant.
</FN>

The following table sets forth certain information with respect to options exercised during 1998 and the value
of options held at fiscal year end by the executive officers named in the Summary Compensation Table.

AGGREGATED OPTION EXERCISES IN 1998 AND 1998 YEAR-END OPTION VALUES

VALUE OF UNEXERCISED
NUMBER OF UNEXERCISED IN-THE-MONEY OPTIONS
OPTIONS AT 1998 YEAR-END AT FISCAL YEAR END (2)
------------------------- --------------------------
SHARES
ACQUIRED
UPON
OPTION VALUE
EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
NAME (#) ($)(1) (#) (#) ($) ($)
- --------------------- -------- -------- ----------- ------------- ----------- ------------

John J. Meakem, Jr. 20,000 100,938 625,081 225,833 189,903 115,369
Michael P.J. O'Connell 0 0 330,833 119,167 74,216 71,689
Les Riley 0 0 151,146 88,854 22,500 29,675
Subhash Saxena, Ph.D 0 0 139,667 70,833 55,000 35,923
<FN>
- ---------------
(1) Market value of underlying securities at exercise less the exercise price.
(2) Market value of underlying securities at fiscal year-end minus the
exercise price of "in-the-money" options.
</FN>

Item 12. Security Ownership of Certain Beneficial Owners and
Management

The following table sets forth beneficial Common Stock ownership as of April
22, 1999, by (i) each person who is known by the Company to own beneficially
more than 5% of the outstanding shares of Common Stock, (ii) each director
and each executive officer named in the Summary Compensation Table above, and
(iii) all executive officers and directors as a group. Each person has sole
investment and voting power with respect to the shares indicated, subject to
community property laws where applicable and except as otherwise set forth in
the footnotes to the table.

NUMBER PERCENT
OF OF
NAME SHARES(1) CLASS(1)
- ------------------------------------------- --------- --------

Carl Ehmann, M.D., F.A.C.P.(2) 67,686 *
Jorge Heller, Ph.D.(3) 100,686 *
John J. Meakem, Jr.(4) 905,967 4.4
Michael O'Connell(5) 371,526 1.8
Peter Riepenhausen(6) 93,686 *
Les Riley(7) 194,098 1.0
Toby Rosenblatt(8) 266,212 1.3
Subhash Saxena, Ph.D.(9) 149,912 *
Gregory H. Turnbull(10) 75,686 *
C. Anthony Wainwright(11) 24,186 *
Dennis Winger(12) 75,686 *
Johnson & Johnson Development Corporation(13) 1,332,101 6.6
One Johnson & Johnson Plaza
New Brunswick, NJ 08933
Citigroup, Inc.(14) 4,657,561 23.2
388 Greenwich Street
New York, NY 10013
Officers and Directors as a group(11 persons) 2,325,331 10.6
(2)(3)(4)(5)(6)(7)(8)(9)(10)(11)(12)
<FN>
- --------------
* Less than one percent.
(1) Assumes the exercise of all outstanding options and warrants
to purchase Common Stock held by such person or group to the
extent exercisable on or before June 22, 1999, and that no
other person has exercised any outstanding stock options.
(2) Includes 65,000 shares underlying presently exercisable
stock options.
(3) Includes 90,000 shares underlying presently exercisable
stock options.
(4) Includes 654,247 shares underlying presently exercisable
stock options.
(5) Includes 346,249 shares underlying presently exercisable
stock options.
(6) Includes 8,000 shares held as joint tenant with Mr.
Riepenhausen's spouse and 85,000 shares underlying presently
exercisable stock options.
(7) Includes 172,917 shares underlying presently exercisable
stock options.
(8) Includes 75,000 shares underlying presently exercisable
stock options.
(9) Includes 148,834 shares underlying presently exercisable
stock options.
(10) Includes 75,000 shares underlying presently exercisable
stock options.
(11) Includes 22,500 shares underlying presently exercisable
stock options.
(12) Includes 75,000 shares underlying presently exercisable
stock options.
(13) Based solely on information contained in a Schedule 13G
dated July 6, 1998.
(14) Based solely on information contained in a Schedule 13G
dated January 8, 1999, and includes 1,659,500 shares held by
Mutual Management Corporation and 2,998,061 shares held by
Solomon Smith Barney, Inc.
</FN>

Item 13. Certain Relationships and Related Transactions

The Company entered into a three-year employment agreement with Mr. Meakem in
May 1993. In 1995, the employment agreement was amended to extend the term
for an additional three years and provide for automatic yearly extensions
thereafter unless written notice of its intention not to automatically extend
the agreement is given by either party and was further amended in April 1999
to include in the definition of "change in control" a change in a majority of
the Board of Directors discussed below. The employment agreement provides
that Mr. Meakem may elect to terminate his employment within stated periods
of a change in control of the Company and receive an amount equal to his
prior twelve months' salary and bonus, payable over the subsequent twelve
month period. Mr. Meakem is entitled to receive an amount equal to twice his
prior twelve months' salary and bonus if the Company should terminate his
employment within stated periods of a change in control or if he elects to
terminate his employment following a change in control if his position with
the Company is reduced in terms of responsibility or indicia of status.
"Change in control" under the agreement is defined to include an acquisition
of more than fifty percent of the outstanding shares of the Company or a
change in the majority of the individuals who were members of the Board of
Directors in May 1993 (the "Initial Directors") plus any new directors who
were approved by a majority of the original Initial Directors and any new
directors who were so approved by them, but excluding any new director who
initially assumed office as a result of an actual or threatened contested
election of directors.

As of April 26, 1999, the Company had an outstanding secured loan receivable
of $235,000 from John J. Meakem, Jr. The loan is secured by the shares of
Company stock owned by Mr. Meakem. In 1998, the Company charged an interest
rate of 5% on this loan, which was intended to be equivalent to interest
earned by the Company on its short term investments. The rate of interest
was increased beginning March 1, 1999 to a rate equal to the Company's cost
of funds (approximately 13.87%) or, if lower, the highest rate permitted
under applicable law. The loan was approved by the Compensation and Stock
Option Committee of the Company's Board of Directors. Repayment of the loan
is due on or before December 31, 1999.

During 1998, the Company paid to Dr. Carl Ehmann, Dr. Jorge Heller (who
consults for the Company on a full time basis and is the Company's Chief
Scientist), Peter Riepenhausen and Mr. C. Anthony Wainwright, all who are
directors of the Company for consulting services in their fields of
expertise, the respective amounts of $3,000, $160,000, $7,500 and $4,500,
respectively. Payments for similar services in 1997 were $0, $144,999, $0
and $2,000, respectively, and in 1996 were $0, $127,000, $0 and $0,
respectively.

The Company has entered into agreements with Biosource Technologies, Inc.
("Biosource") of which Toby Rosenblatt is a stockholder and a former
director. All agreements between APS and Biosource have been, and will
continue to be, considered and approved by a vote of the disinterested
directors. The agreements provided APS worldwide rights to use and sell
Biosource's biologically-synthesized melanin in Microsponge(R) systems for
all sun protection, cosmetic, ethical dermatology and over-the-counter skin
care purposes. In return, APS was required to make annual minimum purchases
of melanin, pay royalties on sales of APS melanin-Microsponge products and
was required to prepay $500,000 of royalties. For estimated losses on
purchase commitments and related inventory, the Company accrued $1,400,000 in
1996. All minimum financial commitments under the current agreements have
been expensed by APS. In 1996, APS paid Biosource the 1995 minimum purchase
commitment by issuing Biosource 94,000 shares of APS common stock. In
November 1997 Biosource filed a complaint against the Company in the San
Mateo Superior Court alleging failure to make annual minimum purchases of
melanin and the Company cross complained. In December 1998, the Company
reached a settlement agreement with Biosource for a net amount of $1,300,000,
which consists of a $1,500,000 settlement of Biosource's claims and a
$200,000 settlement of the Company's cross claims.

Part IV

Item 14. Exhibits, Financial Statement Schedules, and Reports on Form
8-K

(a) 3. Exhibits
3-A-Copy of Registrant's Certificate of Incorporation. (1)
3-B-Copy of Registrant's Bylaws. (1)
10-C-Registrant's 1992 Stock Plan dated August 11, 1992. (2)*
10-D-Registrant's 1997 Employee Stock Purchase Plan dated
March 5, 1997 (7)*
10-E-Lease Agreement between Registrant and Metropolitan Life
Insurance Company for lease of Registrant's executive
offices in Redwood City dated as of November 17, 1997. (9)
10-N-Agreement with Johnson & Johnson dated April 14, 1992.
(3)
10-P-Warrant to Purchase Common Stock. (4)
10-S-Lease Agreement between Registrant and Financing for
Science International dated September 1, 1995 (5)
10-V-Investment Agreement between Registrant and Lander
Company. (6)
10-W-License, Assignment and Supply Agreement between
Registrant and Lander Company. (8)
10-X-Employment Agreement between the Registrant and John J.
Meakem, Jr., as amended. *
10-Y-Master Loan and Security Agreement with Finova Capital
Corporation dated March 29, 1999 with exhibits.
- -----------------------------------------------------------------------
(1)Filed as an Exhibit with corresponding Exhibit No. to
Registrant's Registration Statement on Form S-1 (Registration No.
33-15429) and incorporated herein by reference.
(2)Filed as Exhibit No. 28.1 to Registrant's Registration Statement
on Form S-8 (Registration No. 33- 50640), and incorporated herein
by reference.
(3)Filed as an Exhibit with corresponding Exhibit No. to
Registrant's Annual Report on Form 10-K for the year ended
December 31, 1992, and incorporated herein by reference.
(4)Filed as an Exhibit with corresponding Exhibits 4.1, 4.2, 4.3 and
4.4 to Registrant's Registration Statement on Form S-3
(Registration No.33-82562) and incorporated herein by reference.
(5)Filed as an Exhibit with corresponding Exhibit No. to
Registrant's Quarterly Report on Form 10-Q for the quarterly
period ended September 30, 1995.
(6)Filed as an Exhibit with corresponding Exhibit No. to
Registrant's Quarterly Report on Form 10-Q for the quarterly
period ended March 31, 1996, and incorporated herein by
referenced.
(7)Filed an Exhibit No. 99.1 to Registrant's Registration Statement
on Form S-8 (Registration No. 333-35151), and incorporated herein
by reference.
(8)Filed as an Exhibit with corresponding Exhibit No. to
Registrant's Annual Report on Form 10-K for the year ended
December 31, 1996 and incorporated herein by reference.
(9)Filed as an Exhibit with corresponding Exhibit No. to
Registrant's Annual Report on Form 10-K for the year ended
December 31, 1997, and incorporated herein by reference.

* Management Contract or Compensatory plans.

(b) Reports on Form 8-K
None.

(d) Financial Statement Schedules
See Item 14(a)2 of this Form 10-K.

For purposes of complying with the amendments to the rules governing
Registration Statements on Form S-8 (effective July 13, 1990) under the
Securities Act of 1933 ("the Act"), as amended, the undersigned
registrant hereby undertakes as follows, which undertaking shall be
incorporated by reference into Part II of the registrant's Registration
Statements on Form S-8 Nos. 33-18942, 33-21829, 33-29084, 33-50640,
333-06841, 333-35151 and 333-60585 filed on April 25, 1990, May 12,
1988, September 30, 1991, August 11, 1992, June 26, 1996, September 8,
1997 and August 4, 1998, respectively.

Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against
public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or paid
by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the opinion
of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act
and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirement of Section 13 or 15 (d) 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 POLYMER SYSTEMS, INC.

By: /s/John J. Meakem, Jr.
----------------------------------------------
John J. Meakem, Jr.
Chairman, President, Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed by the following persons in the capacities and on
the dates indicated.

Signature Title Date
- --------------------------------------------------------------------------

/S/ John J. Meakem, Jr. Chairman, President,
- ------------------------- Chief Executive Officer April 29, 1999
John J. Meakem, Jr. --------------

/S/ Michael O'Connell Executive Vice President,
- ------------------------- Chief Administrative Officer
Michael O'Connell and Chief Financial Officer April 29, 1999
--------------

/S/ Carl Ehmann Director April 29, 1999
- ------------------------- --------------
Carl Ehmann

/S/ Jorge Heller Director April 29, 1999
- ------------------------- --------------
Jorge Heller

/S/ Peter Riepenhausen Director April 29, 1999
- ------------------------- --------------
Peter Riepenhausen

/S/ Toby Rosenblatt Director April 29, 1999
- ------------------------- --------------
Toby Rosenblatt

/S/ Gregory H. Turnbull Director April 29, 1999
- ------------------------- --------------
Gregory H. Turnbull

/S/ C. Anthony Wainwright Director April 29, 1999
- ------------------------- --------------
C. Anthony Wainwright

/S/ Dennis Winger Director April 29, 1999
- ------------------------- --------------
Dennis Winger

EXHIBIT INDEX
Form 10-K Annual Report

3-A-Copy of Registrant's Certificate of Incorporation. (1)
3-B-Copy of Registrant's Bylaws. (1)
10-C-Registrant's 1992 Stock Plan dated August 11, 1992. (2)*
10-D-Registrant's 1997 Employee Stock Purchase Plan dated March 5, 1997
(7)*
10-E-Lease Agreement between Registrant and Metropolitan Life Insurance
Company for lease of Registrant's executive offices in Redwood City
dated as of November 17, 1997. (9)
10-N-Agreement with Johnson & Johnson dated April 14, 1992. (3)
10-P-Warrant to Purchase Common Stock. (4)
10-S-Lease Agreement between Registrant and Financing for Science
International dated September 1, 1995 (5)
10-V-Investment Agreement between Registrant and Lander Company. (6)
10-W-License, Assignment and Supply Agreement between Registrant and
Lander Company. (8)
10-X-Employment Agreement between the Registrant and John J. Meakem,
Jr., as amended. *
10-Y-Master Loan and Security Agreement with Finova Capital Corporation
dated March 29, 1999 with exhibits.
- -----------------------------------------------------------------------
(1)Filed as an Exhibit with corresponding Exhibit No. to Registrant's
Registration Statement on Form S-1 (Registration No. 33-15429) and
incorporated herein by reference.
(2)Filed as Exhibit No. 28.1 to Registrant's Registration Statement on
Form S-8 (Registration No. 33- 50640), and incorporated herein by
reference.
(3)Filed as an Exhibit with corresponding Exhibit No. to Registrant's
Annual Report on Form 10-K for the year ended December 31, 1992,
and incorporated herein by reference.
(4)Filed as an Exhibit with corresponding Exhibits 4.1, 4.2, 4.3 and
4.4 to Registrant's Registration Statement on Form S-3
(Registration No.33-82562) and incorporated herein by reference.
(5)Filed as an Exhibit with corresponding Exhibit No. to Registrant's
Quarterly Report on Form 10-Q for the quarterly period ended
September 30, 1995.
(6)Filed as an Exhibit with corresponding Exhibit No. to Registrant's
Quarterly Report on Form 10-Q for the quarterly period ended March
31, 1996, and incorporated herein by referenced.
(7)Filed an Exhibit No. 99.1 to Registrant's Registration Statement on
Form S-8 (Registration No. 333-35151), and incorporated herein by
reference.
(8)Filed as an Exhibit with corresponding Exhibit No. to Registrant's
Annual Report on form 10-K for the year ended December 31, 1996,
and incorporated herein by reference.
(9)Filed as an Exhibit with corresponding Exhibit No. to Registrant's
Annual Report on Form 10-K for the year ended December 31, 1997,
and incorporated herein by reference.

* Management Contract or Compensatory plans.