Registration Statement No. 33-77376
Filed pursuant to Rule 424(b)(3)
under the Securities Act of 1933

Rider to Prospectus dated September 8, 1994
Relating to Shares Underlying Warrants

U.S. BIOSCIENCE, INC.
Common Stock

Effective the close of business April 22, 1996, U.S. Bioscience, Inc. effected a 1-for-2 reverse stock split of its Common Stock, reducing by 50% the number of outstanding shares of Common Stock. In connection with the reverse stock split, the par value of the Common Stock was changed from $.005 per share to $.01 per share. Effective the opening of business April 23, 1996 it will require two warrants, rather than one warrant, to purchase one share of Common Stock, par value $.01 per share, and the exercise price for the two warrants will be $18.40 to purchase one share rather than $9.20 to purchase one share. For example, if on April 22, 1996 you held a warrant certificate representing 100 warrants to purchase 100 shares at a price of $9.20 per share (aggregate exercise price $920), that certificate now represents 100 warrants to purchase 50 shares at an exercise price of $18.40 per