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. 4)*

                       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).

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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 & belief, the securities referred 
to above were acquired in the ordinary course of business, were not acquired to 
the purpose of and do not have the effect of changing, 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 __, 1998



                                /s/Philip J. Hempleman
                                -----------------------
                                Philip J. Hempleman, as
                                Managing Partner of 
                                Ardsley Advisory Partners




                                /s/Philip J. Hempleman
                                ------------------------
                                Philip J. Hempleman


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