SECOND SUPPLEMENT

                          DATED JANUARY 14, 2000 TO THE

                    CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM

                             DATED NOVEMBER 17, 1999

       Fayetteville Lithotripters Limited Partnership - South Carolina II

                  Fayetteville   Lithotripters   Limited   Partnership  -  South
Carolina II, a South Carolina limited partnership (the  "Partnership"),  by this
Second  Supplement  hereby  amends  and  supplements  its  Confidential  Private
Placement  Memorandum  of November 17, 1999,  as amended and  supplemented  (the
"Memorandum").  Capitalized terms used herein and not otherwise defined have the
meanings  provided in the  Memorandum.  Persons who have  subscribed  for or are
considering  an  investment  in  the  Units  offered  by the  Memorandum  should
carefully review this Second Supplement.

Extension of the Offering

                  Pursuant to the authority  given to the General Partner in the
Memorandum,  the General  Partner  hereby  elects to extend the Closing  Date to
February 18, 2000 (or such earlier date as the General  Partner may, in its sole
discretion, otherwise elect).

                  Questions concerning this Second Supplement should be directed
to James Brady at 1-800-682-7971, extension 3.