WASHINGTON, D.C. 20549

                                   SCHEDULE TO
                                (AMENDMENT NO. 2)
                                 (RULE 14d-100)

            TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                                 ALKERMES, INC.
                            (Name of Subject Company)

                            ALKERMES, INC., AS ISSUER
                            (Names of Filing Persons
            (identifying status as offeror, issuer or other person))

                  3.75% CONVERTIBLE SUBORDINATED NOTES DUE 2007

                         (Title of Class of Securities)


                      (CUSIP Number of Class of Securities)

                                RICHARD F. POPS,
                             CHIEF EXECUTIVE OFFICER
                                 ALKERMES, INC.
                                88 SIDNEY STREET
                               CAMBRIDGE, MA 02139
                                 (617) 494-0171
  (Name, Address and Telephone Number of Persons Authorized to Receive Notices
                 and Communications on Behalf of filing persons)

                                                             COPIES TO:
           MORRIS CHESTON, JR., ESQ.                     ABIGAIL ARMS, ESQ.                 MITCHELL S. BLOOM, ESQ.
         1735 MARKET STREET, 51ST FLOOR                801 PENNSYLVANIA AVENUE                  125 HIGH STREET
        PHILADELPHIA, PENNSYLVANIA 19103             WASHINGTON, D.C. 20004-2604          BOSTON, MASSACHUSETTS 02110
                 (215) 665-8500                            (202) 508-8000                       (617) 248-7000

                            CALCULATION OF FILING FEE

                TRANSACTION VALUATION (1)              AMOUNT OF FILING FEE (2)
                       $115,000,000                           $10,580

(1)      Pursuant to Rule 457(f)(1) under the Securities Act of 1933, this
         amount is the market value as of November 5, 2002 of the maximum amount
         of 3.75% Convertible Subordinated Notes due 2007 (the "existing notes")
         that may be received by the Registrant from tendering holders in the
         exchange offer.

(2)      Registration fee previously paid in connection with the Issuer's
         Registration Statement on Form S-4 filed November 6, 2002.

[X]      Check the box if any part of the fee is offset as provided by Rule
         0-11(a)(2) and identify the filing with which the offsetting fee was
         previously paid. Identify the previous filing by registration statement
         number, or the Form or Schedule and the date of its filing.

         Amount Previously Paid:    $10,580
         Form or Registration No.:  Form S-4 (File No. 333-101059)
         Filing Party:     Alkermes, Inc.
         Date Filed:       November 6, 2002

[ ]      Check the box if the filing relates solely to preliminary
         communications made before the commencement of a tender offer.

         Check the appropriate boxes to designate any transactions to which the
         statement relates:

[ ]      third-party tender offer subject to Rule 14d-1.

[X]      issuer tender offer subject to Rule 13e-4.

[ ]      going-private transaction subject to Rule 13e-3.

[ ]      amendment to Schedule 13D under Rule 13d-2.

         Check the following box if the filing is a final amendment reporting
         the results of the tender offer: [ ]

                             INTRODUCTORY STATEMENT

         This Amendment No. 2 amends and supplements the Tender Offer Statement
on Schedule TO filed by Alkermes, Inc. (the "company") with the Securities and
Exchange Commission on November 26, 2002, pursuant to Section 13(e) of the
Securities Exchange Act of 1934, as amended, in connection with its offer to
exchange (the "exchange offer") up to all of its outstanding 3.75% Convertible
Subordinated Notes due 2007 for 6.52% Convertible Senior Subordinated Notes due
December 31, 2009 (the "new notes") upon the terms and subject to the conditions
set forth in the preliminary prospectus and in the related Letter of
Transmittal, which are Exhibit (a)(1) and Exhibit (a)(3) to this Tender Offer
Statement, respectively. The company filed an Amendment No. 1 to this Tender
Offer Statement on December 17, 2002.

         On December 20, 2002, the company issued a press release announcing
that the conversion price for its new notes will be $7.682, which is equal to a
17-1/2% premium over the simple average of the daily volume-weighted average
price of the company's common stock for each of the five trading days
immediately preceding the third trading day prior to the expiration of the
exchange offer. The exchange offer is scheduled to expire at 5:00 p.m., New York
City time (EST), on December 24, 2002, unless extended.

Item 12. Exhibits.

         Item 12 of this Tender Offer Statement is hereby amended to add
reference to Exhibit (a)(14):

       (a)  (14)      Press Release issued December 20, 2002.


         After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this Amendment No. 2 to Schedule TO is true,
complete and correct.

                                        ALKERMES, INC.

                                               /s/ James M. Frates
                                        Name:    James M. Frates
                                        Title:   Vice President, Chief
                                                 Financial Officer and

Date:  December 20, 2002

                                INDEX TO EXHIBITS

------     -----------
(a) (14)   Press Release issued December 20, 2002.