Washington, D.C.  20549

                                    FORM 8-K


Date of Report (Date of earliest event reported)           July 9, 1997

                           AASTROM BIOSCIENCES, INC.
            (Exact name of registrant as specified in its charter)

Commission file number            0-22025
            Michigan                                    94-3096597
  -------------------------------                -----------------------
  (State or other jurisdiction of                   (I.R.S. employer
   incorporation or organization)                  identification no.)
      24 Frank Lloyd Wright Dr.
            P.O. Box 376
         Ann Arbor, Michigan                              48106
- ----------------------------------------               ----------
(Address of principal executive offices)               (Zip code)

                                (313) 930-5555
- --------------------------------------------------------------------------------
               (Registrant's telephone number, including area code)
- --------------------------------------------------------------------------------
    (Former name, former address and former fiscal year, if changed since 
                                 last report)

Item 4.  Changes in Registrant's Certifying Accountant

         (a)1  Coopers & Lybrand LLP ("C&L") has served Aastrom Biosciences,
               Inc. (the "Company") as independent accountants for four years
               and has advised the Company on federal, state, and local tax
               matters.  After an evaluation of services provided by a number of
               independent accounting firms, the Company's Board of Directors
               has appointed Price Waterhouse LLP as the Company's independent

               (i)    On July 9, 1997, the Company dismissed C&L as its 
                      independent accountants.

               (ii)   The reports of C&L on the financial statements of the 
                      Company for each of the past two fiscal years contained no
                      adverse opinion or disclaimer of opinion and were not
                      qualified or modified as to uncertainty, audit scope or
                      accounting principle.

              (iii)   The decision to change independent accountants was
                      recommended by the Company's Audit Committee and
                      unanimously approved by the Board of Directors.

              (iv)    During the Company's two most recent fiscal years and 
                      through the date of this report, the Company has had no
                      disagreements with C&L on any matter of accounting
                      principles or practices, financial statement disclosure,
                      or auditing scope or procedure, which disagreements if not
                      resolved to the satisfaction of C&L would have caused them
                      to make reference thereto in their report on the financial
                      statements of the Company for such years. During the
                      Company's two most recent fiscal years and through the
                      date of this report, the Company has had no reportable
                      events (as defined in Item 304(a)(1)(v) of Regulation 
         a(3) The Company provided C&L with a copy of this Report on Form
              8-K and has requested that C&L furnish it with a letter addressed
              to the SEC stating whether or not it agrees with the above
              statements and, if it does not agree, stating the respects in
              which it does not agree.  A copy of such letter, dated July 15,
              1997, is filed as Exhibit 16 to this Form 8-K.

Item 7.  Financial Statements and/or Exhibits


              Exhibit 16  Letter from Coopers & Lybrand L.L.P. dated July 15, 

                                    Page 2


Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                              AASTROM BIOSCIENCES, INC.

Date:  July 15, 1997          /s/ TODD E. SIMPSON
                              Todd E. Simpson
                              Vice President, Finance and Administration,
                                Chief Financial Officer
                                  (Principal Financial and Accounting Officer)

                                    Page 3

                                 EXHIBIT INDEX

Exhibit No.                  Description of Document
- -----------                  -----------------------
    16                 Letter from Coopers & Lybrand L.L.P. dated July 15, 1997.

                       [LETTERHEAD OF COOPERS & LYBRAND]

                                                                      EXHIBIT 16

July 15, 1997

Securities and Exchange Commission
450 5th Street, N.W.
Washington, D.C. 20549


We have read the statements made by Aastrom Biosciences, Inc. (copy attached), 
which we understand will be filed with the Commission, pursuant to Item 4 of 
Form 8-K, as part of the Company's Form 8-K report for the month of July 1997. 
We agree with the statements concerning our Firm in such Form 8-K.

Very truly yours,

Coopers & Lybrand L.L.P.