SECOND AMENDMENT TO PROMISSORY NOTE (ARMSTRONG)

EXHIBIT 10.39



SECOND AMENDMENT TO PROMISSORY NOTE



This Amendment (the "Amendment") to the Promissory Note (the "Note") dated November 18, 1993, payable to Aastrom Biosciences, Inc., a Michigan corporation (the "Company"), executed by R. Douglas Armstrong, Ph. D. ("Maker"), is dated as of June 30, 1997.



WHEREAS, Section 3 of the Note provides that all principal and accrued but unpaid interest is due and payable on the third anniversary of the date of the note (i.e. November 18, 1996).



WHEREAS, the Company previously ...