EXHIBIT 4.2

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                           AASTROM BIOSCIENCES, INC.

                           CERTIFICATE OF DESIGNATION

                         Pursuant to Section 302 of the
                       Michigan Business Corporation Act

                       _________________________________

     This Certificate of Designation of Aastrom Biosciences, Inc., a Michigan
corporation (the "Corporation"), eliminates the Corporation's 5 1/2% Convertible
Preferred Stock, designated by that Certificate of Designation filed with the
State of Michigan by the Corporation on November 26, 1997 ("5 1/2% Stock").  The
Corporation hereby certifies that there are no outstanding shares of the
Corporation's 5 1/2% Stock and that there are no outstanding shares or bonds
convertible into shares of the series and no other rights, options or warrants
issued by the Corporation that could require issuing shares of the series.  The
Corporation hereby additionally certifies that the following resolution has been
duly adopted by the Board of Directors of the Corporation:

     RESOLVED, that pursuant to Section 450.1302(5) of the Michigan Business
     Corporation Act, the Corporation shall amend its Articles of Incorporation
     by filing the Certificate of Designation as set forth in the attachment
     hereto to eliminate the 5 1/2% Stock.

     IN WITNESS WHEREOF, the Corporation has cause this Certificate of
Designation to be signed by its President, and attested by its Secretary this
28th day of January, 1999.


                                          AASTROM BIOSCIENCES, INC.

                                          By:  /s/ R. Douglas Armstrong
                                               ---------------------------------

                                          Its: President/CEO