SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549
                        ________________

                          SCHEDULE 13G
                        ________________

     INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2
            UNDER THE SECURITIES EXCHANGE ACT OF 1934

                       (AMENDMENT NO. 2)*

                         Centocor, Inc.
                        (NAME OF ISSUER)

                  Common Stock, $.01 par value
                 (TITLE OF CLASS OF SECURITIES)

                           152342 10 1
                         (CUSIP NUMBER)


Check the following box if a fee is being paid with this statement.[ ] 

(A fee is not required only if the filing person:  (1) has a previous
statement on file reporting beneficial ownership of more than five percent of
the class of securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent or less of
such class.)  (See Rule 13d-7).



__________________

*    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).

                       PAGE 1 OF 5 PAGES 


                               13G

CUSIP No.  152342 10 1
_____________________________________________________________________________
     (1)  NAME OF REPORTING PERSON 
          S.S. OR I.R.S. IDENTIFICATION NO. 
          OF ABOVE PERSON 
          Ardsley Advisory Partners
_____________________________________________________________________________
     (2)  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP ** 
                                                                    (a)  [ ] 
                                                                    (b)  [x] 
_____________________________________________________________________________
     (3)  SEC USE ONLY 

_____________________________________________________________________________
     (4)  CITIZENSHIP OR PLACE OF ORGANIZATION 
          Connecticut
_____________________________________________________________________________

NUMBER OF      (5)  SOLE VOTING POWER 
                    0
SHARES         ______________________________________________________________

BENEFICIALLY   (6)  SHARED VOTING POWER
                    2,163,500
OWNED BY       ______________________________________________________________

EACH           (7)  SOLE DISPOSITIVE POWER 
                    0
REPORTING      ______________________________________________________________

PERSON WITH    (8)  SHARED DISPOSITIVE POWER 
                    2,163,500
_____________________________________________________________________________
     (9)  AGGREGATE AMOUNT BENEFICIALLY OWNED
          BY EACH REPORTING PERSON 
          2,163,500
_____________________________________________________________________________
    (10)  CHECK BOX IF THE AGGREGATE AMOUNT 
          IN ROW (9) EXCLUDES CERTAIN SHARES **                          [ ] 
_____________________________________________________________________________
    (11)  PERCENT OF CLASS REPRESENTED 
          BY AMOUNT IN ROW (9)           
          3.7%
_____________________________________________________________________________
    (12)  TYPE OF REPORTING PERSON **
          IA
_____________________________________________________________________________
             ** SEE INSTRUCTIONS BEFORE FILLING OUT!

                        PAGE 2 OF 5 PAGES


                               13G

CUSIP No.  152342 10 1
_____________________________________________________________________________
     (1)  NAME OF REPORTING PERSON 
          S.S. OR I.R.S. IDENTIFICATION NO. 
          OF ABOVE PERSON 
          Philip J. Hempleman
_____________________________________________________________________________
     (2)  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP ** 
                                                                    (a)  [ ] 
                                                                    (b)  [x] 
_____________________________________________________________________________
     (3)  SEC USE ONLY 

_____________________________________________________________________________
     (4)  CITIZENSHIP OR PLACE OF ORGANIZATION 
          United States
_____________________________________________________________________________

NUMBER OF      (5)  SOLE VOTING POWER 
                    0
SHARES         ______________________________________________________________

BENEFICIALLY   (6)  SHARED VOTING POWER
                    2,163,500
OWNED BY       ______________________________________________________________

EACH           (7)  SOLE DISPOSITIVE POWER 
                    0
REPORTING      ______________________________________________________________

PERSON WITH    (8)  SHARED DISPOSITIVE POWER 
                    2,163,500
_____________________________________________________________________________
     (9)  AGGREGATE AMOUNT BENEFICIALLY OWNED
          BY EACH REPORTING PERSON 
          2,163,500
_____________________________________________________________________________
    (10)  CHECK BOX IF THE AGGREGATE AMOUNT 
          IN ROW (9) EXCLUDES CERTAIN SHARES **                          [ ] 
_____________________________________________________________________________
    (11)  PERCENT OF CLASS REPRESENTED 
          BY AMOUNT IN ROW (9)           
          3.7%
_____________________________________________________________________________
    (12)  TYPE OF REPORTING PERSON **
          IN
_____________________________________________________________________________
             ** SEE INSTRUCTIONS BEFORE FILLING OUT!

                        PAGE 3 OF 5 PAGES


          The Schedule 13G initially filed for the year ended December 31,
1993 of (i) Ardsley Advisory Partners and (ii) Philip J. Hempleman relating to
the common stock, par value $.01 per share (the "Common Stock"), issued by
Centocor, Inc. (the "Company") is hereby amended by this Amendment No. 2 to
the Schedule 13G as follows:

ITEM 4.   OWNERSHIP.

          Item 4 is hereby replaced in its entirety by the following:

          (a)  Amount beneficially owned:  2,163,500

          (b)  Percent of class:

          3.7% (based on the 58,368,088 shares of Common Stock reported to
          be outstanding as of November 1, 1995, as reflected in the
          Company's quarterly report on Form 10-Q filed with the Securities
          and Exchange Commission by the Company for the quarter ended
          September 30, 1995.)

          (c)  Number of shares as to which such person has:

               (i)  Sole power to vote or to direct the vote
                    -0-

               (ii) shared power to vote or to direct the vote
                    2,163,500

               (iii)sole power to dispose or to direct the disposition of
                    -0-

               (iv) shared power to dispose or to direct the disposition
                    of 2,163,500

          By virtue of Mr. Hempleman's position as managing partner of
Ardsley Advisory Partners, Mr. Hempleman may be deemed to have the shared
power to vote or direct the vote of, and the shared power to dispose or direct
the disposition of, the 2,163,500 shares of Common Stock held by the
discretionary accounts managed by Ardsley Advisory Partners, constituting 3.7%
of the shares of Common Stock outstanding and, therefore, Mr. Hempleman may be
deemed to be the beneficial owner of such shares.

ITEM 5.   OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.  

          As of December 31, 1995, the reporting persons have ceased to be
the beneficial owners of more than five percent of the Common Stock.





                        PAGE 4 OF 5 PAGES


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 and belief, the securities
referred to above were acquired in the ordinary course of business, were not
acquired for the purpose of and do not have the effect of changing or
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 13, 1996



                              /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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