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UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

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FORM 10-K/A

|(Mark One)                                                           |                                                                                         
|-------------------------------------------------------------------- | ----------------------------------------------------------------------------------------
|ý                                                                    | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934    
|For the fiscal year ended December 31, 2002                         
|OR                                                                  
|o                                                                    | 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 0-22233

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ENDOCARDIAL SOLUTIONS, INC.(Exact name of registrant as specified in its charter)

|Delaware(State or other jurisdiction of
incorporation or organization)                                                                                                                              |  | 41-1724963(I.R.S. Employer Identification No.)
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------------------------------------
|1350 Energy Lane, Suite 110,
 St. Paul, MN(Address of principal executive offices)                                                                                                                  |  | 55108(Zip Code)                               
|(651) 523-6900(Registrant's telephone number, including area code)                                                                                                                                 
|Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value $.01 per share
Preferred Share Purchase Rights

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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 filing requirements for the past 90 days.
Yes ý No o

Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of
registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. o

Indicate
by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act).
Yes ý No o

The
aggregate market value of voting stock held by non-affiliates of the registrant as of June 28, 2002 (the last business day of the registrant's most recently
completed second fiscal quarter) was approximately $105,965,258 (based on the last sale price of such stock as quoted on The Nasdaq National Market ($7.59) on such date).

As
of March 24, 2003 the number of shares outstanding of the registrant's common stock, par value $.01 per share, was 19,664,593.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant's Proxy Statement for its 2003 Annual Meeting of Stockholders to be held on May 21, 2003 are incorporated by reference into
Part III of this Annual Report on Form 10-K (the "Form 10-K Report").

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EXPLANATORY NOTE

Endocardial Solutions, Inc. hereby files Amendment No. 1 to its Annual Report on Form 10-K for the year ended December 31, 2002.

This
Amendment is being filed to correct an error on the cover page. The correct disclosure is contained on the cover page of this Amendment as follows:



(A
number of 16,567,593 shares was originally reported in error).

There
are no other changes to the Form 10-K for the year ended December 31, 2002.

SIGNATURE

Pursuant to the requirements of Rule 12b-15 of the Securities Exchange Act of 1934, the registrant has duly caused this Amendment No. 1
to its Form 10-K for the year ended December 31, 2002 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of St. Paul, Minnesota.

|Date: April 10, 2003 |  |                                                                                              |                          
|-------------------- |  | -------------------------------------------------------------------------------------------- | -------------------------
|                     |  | ENDOCARDIAL SOLUTIONS, INC.                                                                 
|                     |  | By                                                                                           | /s/J. ROBERT PAULSON, JR.
|                     |  | J. Robert Paulson, Jr., Chief Financial Officer
(Principal Financial and Accounting Officer)

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Certification of Chief Executive Officer  Pursuant to Section 302 of the  Sarbanes-Oxley Act of 2002

I,
James W. Bullock, certify that:

1.    I
have reviewed this annual report on Form 10-K of Endocardial Solutions, Inc.;

2.    Based
on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made,
in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;

3.    Based
on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial
condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;

4.    The
registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act
Rules 13a-14 and 15d-14) for the registrant and have:



5.    The
registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's
board of directors (or persons performing the equivalent functions):



6.    The
registrant's other certifying officers and I have indicated in this annual report whether there were significant changes in internal controls or in other factors that
could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

|Date: April 10, 2003 |  |        |                                      
|-------------------- |  | ------ | -------------------------------------
|                     |  | Name:  | /s/JAMES W. BULLOCK                  
|                     |  |        |                                      
|                     |  | Title: | President and Chief Executive Officer

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Certification of Chief Financial Officer  Pursuant to Section 302 of the  Sarbanes-Oxley Act of 2002

I,
J. Robert Paulson, Jr., certify that:

1.    I
have reviewed this annual report on Form 10-K of Endocardial Solutions, Inc.;

2.    Based
on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made,
in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;

3.    Based
on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial
condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;

4.    The
registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act
Rules 13a-14 and 15d-14) for the registrant and have:



5.    The
registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's
board of directors (or persons performing the equivalent functions):



6.    The
registrant's other certifying officers and I have indicated in this annual report whether there were significant changes in internal controls or in other factors that
could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

|Date: April 10, 2003 |  |        |                          
|-------------------- |  | ------ | -------------------------
|                     |  | Name:  | /s/J. ROBERT PAULSON, JR.
|                     |  |        |                          
|                     |  | Title: | Chief Financial Officer  

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