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                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON D.C. 20549

                            ------------------------

                                  FORM 10-K/A
                            ------------------------

(MARK ONE)

     [X]   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
           SECURITIES EXCHANGE ACT OF 1934

                      FOR THE FISCAL YEAR ENDED DECEMBER 31, 2000

        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: 0-28402

                            --------------------------------

                                  ARADIGM CORPORATION
                 (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

<TABLE>
<S>                                              <C>
                  CALIFORNIA                                       94-3133088
        (STATE OR OTHER JURISDICTION OF                         (I.R.S. EMPLOYER
        INCORPORATION OR ORGANIZATION)                         IDENTIFICATION NO.)
</TABLE>

                     3929 POINT EDEN WAY, HAYWARD, CA 94545
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

       REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (510) 265-9000

        SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: NONE
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: COMMON STOCK, NO PAR
                                     VALUE
                            ------------------------

     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 [X]  No [ ]

     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.  [ ]

     As of February 28, 2001, there were 19,065,138 shares of common stock
outstanding. The aggregate market value of voting stock held by non-affiliates
of the Registrant was approximately $157,304,880 based upon the closing price of
the common stock on February 28, 2001 on The Nasdaq Stock Market. Shares of
common stock held by each officer, director and holder of five percent or more
of the outstanding common stock have been excluded in that such persons may be
deemed to be affiliates. This determination of affiliate status is not
necessarily a conclusive determination for other purposes.

     Items 10, 11, 12 and 13 of Part III incorporate information by reference
from the Registrant's definitive Proxy Statement for the Annual Meeting of
Shareholders to be held on May 18, 2001.

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                                EXPLANATORY NOTE

This amendment to Form 10-K is being filed in order to correct dates on
"Signatures" page.
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                                   SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) 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, in the City of
Hayward, State of California, on the 29th day of March, 2001.

                                          ARADIGM CORPORATION

                                          By:    /s/ RICHARD P. THOMPSON
                                            ------------------------------------
                                                    Richard P. Thompson
                                               President and Chief Executive
                                                           Officer

     KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints, jointly and severally, Richard P.
Thompson and Norman Halleen, and each one of them, attorneys-in-fact for the
undersigned, each with power of substitution, for the undersigned in any and all
capacities, to sign any and all amendments to this Report on Form 10-K, and to
file the same, with exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, hereby ratifying and
confirming all that each of said attorneys-in-fact, or their substitutes, may do
or cause to be done by virtue hereof.

     IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney as of the date indicated opposite his name.

     Pursuant to the requirements of the Securities and Exchange Act of 1934,
this Report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
                      SIGNATURE                                     TITLE                    DATE
                      ---------                                     -----                    ----
<C>                                                      <C>                            <S>
               /s/ RICHARD P. THOMPSON                   President, Chief Executive     March 29, 2001
-----------------------------------------------------       Officer and Director
                 Richard P. Thompson                        (Principal Executive
                                                                  Officer)

                 /s/ NORMAN HALLEEN                      Vice President, Finance and    March 29, 2001
-----------------------------------------------------        Administration and
                   Norman Halleen                          Chief Financial Officer
                                                          (Principal Financial and
                                                             Accounting Officer)

                 /s/ FRANK H. BARKER                              Director              March 29, 2001
-----------------------------------------------------
                   Frank H. Barker

                  /s/ WAYNE L. ROE                                Director              March 29, 2001
-----------------------------------------------------
                    Wayne L. Roe

               /s/ VIRGIL D. THOMPSON                             Director              March 29, 2001
-----------------------------------------------------
                 Virgil D. Thompson
</TABLE>

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