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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



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FORM 10-Q/A

Amendment No. 1



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(Mark One)

|x | Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|- | ---------------------------------------------------------------------------------------

For the quarterly period ended March 31, 2007

or



| ̈ | Transition report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934
|- | ----------------------------------------------------------------------------------------

For the transition period from  to
.

Commission File Number 000-50998



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FOXHOLLOW
TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)



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|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                       |  | 94-3252085                          
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)

740 Bay Road

Redwood City, California 94063-2469

(Address of principal executive offices, including Zip Code)

(650) 421-8400

(Registrants telephone number, including area code)



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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such requirements for the past 90 days.    YES  x    NO ̈

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer or a non-accelerated filer. See definition of
accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act. (check one):

Large accelerated
filer ̈Accelerated filer  x    Non-accelerated filer ̈

Indicate by check mark whether Registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act).    Yes ̈No  x



|                               |  |                                     
|------------------------------ |  | ------------------------------------
|Class                          |  | Shares Outstanding at August 1, 2007
|Common Stock, $0.001 par value |  | 29,695,856                          



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EXPLANATORY NOTE

FoxHollow Technologies, Inc. (the Company) is filing this Amendment No. 1 (Amendment No. 1) to its Quarterly Report on Form 10-Q for the quarter ended March 31, 2007 filed on
May 9, 2007 (the Original Filing) to add certain disclosures in Part II, Item 5. FoxHollow is also refiling exhibit 4.6 to include the exhibit A for 2008 and 2009 that it has attached to this form. Other than described above,
no changes have been made to any Items previously filed in the Form 10-Q, and this Amendment No. 1 does not reflect events occurring after the date of the Original Filing or modify or update those disclosures affected by subsequent events.



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FOXHOLLOW TECHNOLOGIES, INC.

FORM 10-Q/A

TABLE OF CONTENTS



|           |  |                            |  |     
|---------- |  | -------------------------- |  | ----
|           |  |                            |  | Page
|           |  | Part II: Other Information |  |     
|           |  |                           
|Item 5.    |  | Other Information          |  | 4   
|           |  |                           
|Item 6.    |  | Exhibits                   |  | 5   
|           | 
|Signatures |  | 6                         



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PART II: OTHER INFORMATION



|ITEM 5. | OTHER INFORMATION
|------- | -----------------

On April 16, 2007, the Company filed a Current Report on Form 8-K disclosing restricted
stock unit (RSU) grants to certain of its officers (the Executive RSU Grants). In June of 2007, the Companys Board of Directors approved a form of restricted stock unit agreement for executive officers, which provides
that the RSU grants vest based on the achievement of certain corporate financial metrics and the performance of the Companys stock in comparison to the NASDAQ Medical Equipment Index, and provides for accelerated vesting upon a change of
control. The Executive RSU Grants were modified to provide for such performance-based vesting and accelerated vesting upon a change of control, and were issued pursuant to the form of restricted stock unit agreement for executive officers approved
by the Board of Directors. The form of restricted stock unit agreement for executive officers is filed as exhibit 4.6 to this Form 10-Q/A.



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|ITEM 6. | EXHIBITS
|------- | --------



|              |  |                                                               
|------------- |  | --------------------------------------------------------------
|ExhibitNumber |  | Description                                                   
|4.6           |  | Form of restricted stock unit agreement for executive officers



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SIGNATURES

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.



|                     |  |  |  |                              |  |                                                                                         
|-------------------- |  |  |  | ---------------------------- |  | ----------------------------------------------------------------------------------------
|                     |  |  |  | FOXHOLLOW TECHNOLOGIES, INC.
|                     |  |  | 
|Date: August 8, 2007 |  |  |  | By:                          |  | /s/ John B. Simpson                                                                     
|                     |  |  |  |                              |  | John B. Simpson Chief Executive Officer (Principal Executive Officer)                   
|                     |  |  | 
|Date: August 8, 2007 |  |  |  | By:                          |  | /s/ Matthew B. Ferguson                                                                 
|                     |  |  |  |                              |  | Matthew B. Ferguson Chief Financial Officer (Principal Accounting and Financial Officer)



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