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

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FORM 10-Q/A

|/x/ | Quarterly Report pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 for the quarterly period ended March 31, 2001
|--- | --------------------------------------------------------------------------------------------------------------------------------------
|/ / | Transition Report pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 for the transition period from  to
.        

Commission File No. 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(IRS Employer
Identification Number)1350 Energy Lane
Suite 110
Saint Paul, Minnesota 55108(Address of principal executive offices
and zip code)

(651) 523-6900(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 twelve (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
the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.

Common Stock, $.01 par value(Class)

14,809,361(Number of Shares Outstanding
at May 8, 2001)


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INDEX        Endocardial Solutions, Inc.

|                                                                                                |  |                                                                                       |  | Page No.
|----------------------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------- |  | --------
|PART I. FINANCIAL INFORMATION                                                                   |  |                                                                                      
|Item 1.                                                                                         |  | Financial Statements (Unaudited)                                                      |  |         
|                                                                                                |  | Balance SheetsMarch 31, 2001 and December 31, 2000                                   |  | 3       
|                                                                                                |  | Statements of OperationsThree months ended March 31, 2001 and March 31, 2000         |  | 4       
|                                                                                                |  | Statements of Cash FlowsThree months ended March 31, 2001 and March 31, 2000         |  | 5       
|                                                                                                |  | Notes to Financial Statements                                                         |  | 6       
|Item 2.                                                                                         |  | Management's Discussion and Analysis of Financial Condition and Results
of Operations |  | 7-10    
|Item 3.                                                                                         |  | Quantitative and Qualitative Disclosures about Market Risk                            |  | 10      
|PART II. OTHER INFORMATION                                                                      |  |                                                                                      
|Items 1 and 3 through 5 have been omitted since all items are inapplicable or answers negative.
|Item 2.                                                                                         |  | Changes in Securities and Use of Proceeds                                             |  | 11      
|Item 6.                                                                                         |  | Exhibits and Reports on Form 8-K                                                      |  | 11      

2

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PART IFINANCIAL INFORMATION

Item 1. Financial Statements

Endocardial Solutions, Inc.    Balance Sheets

|                                                                                           |                                                                                        | March 31,
2001                                                                        |            | December 31,
2000 |        
|------------------------------------------------------------------------------------------ | -------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------- | ---------- | ----------------- | -------
|
|ASSETS                                                                                     |                                                                                        |                                                                                       |            |                   |        
|Current Assets:                                                                            |                                                                                        |                                                                                       |            |                   |        
|                                                                                           | Cash and cash equivalents                                                              |                                                                                       | $          | 4,658,773         |        
|                                                                                           | Short-term investments                                                                 |                                                                                       |            | 3,481,717         |        
|                                                                                           | Accounts Receivable, net of reserve for doubtful accounts (2001$60,000; 2000$60,000) |                                                                                       |            | 3,269,690         |        
|                                                                                           | Inventories                                                                            |                                                                                       |            | 2,717,583         |        
|                                                                                           | Prepaid expenses and other current assets                                              |                                                                                       |            | 618,465           |        
|                                                                                           |                                                                                        |                                                                                       |            |                   |        
|Total current assets                                                                       |                                                                                        |                                                                                       | 14,746,228 |                   |        
|Furniture and equipment                                                                    |                                                                                        |                                                                                       | 6,605,142  |                   |        
|Less accumulated depreciation                                                              |                                                                                        |                                                                                       | (3,940,181 | )                 |        
|                                                                                           |                                                                                        |                                                                                       |            |                   |        
|                                                                                           |                                                                                        |                                                                                       | 2,664,961  |                   |        
|Deposits                                                                                   |                                                                                        |                                                                                       | 40,174     |                   |        
|Patents, net of accumulated amortization (2001$105,330; 2000$102,511)                    |                                                                                        |                                                                                       | 25,967     |                   |        
|Software development costs, net of accumulated amortization (2001$440,286; 2000$308,201) |                                                                                        |                                                                                       | 648,006    |                   |        
|Notes receivable                                                                           |                                                                                        |                                                                                       | 371,250    |                   |        
|                                                                                           |                                                                                        |                                                                                       |            |                   |        
|Total assets                                                                               |                                                                                        | $                                                                                     | 18,496,586 |                   | $      
|                                                                                           |                                                                                        |                                                                                       |            |                   |        
|LIABILITIES AND STOCKHOLDERS' EQUITY                                                       |                                                                                        |                                                                                       |            |                   |        
|Current Liabilities:                                                                       |                                                                                        |                                                                                       |            |                   |        
|                                                                                           | Accounts payable                                                                       |                                                                                       | $          | 1,013,168         |        
|                                                                                           | Accrued salaries and expenses                                                          |                                                                                       |            | 1,083,198         |        
|                                                                                           | Current portion of capital lease obligations                                           |                                                                                       |            | 603,564           |        
|                                                                                           | Current portion of long-term debt                                                      |                                                                                       |            |                  |        
|                                                                                           | Current portion of deferred revenue                                                    |                                                                                       |            | 545,403           |        
|                                                                                           |                                                                                        |                                                                                       |            |                   |        
|Total current liabilities                                                                  |                                                                                        |                                                                                       | 3,245,333  |                   |        
|Long-term Liabilities:                                                                     |                                                                                        |                                                                                       |            |                   |        
|                                                                                           | Capital lease obligations                                                              |                                                                                       |            | 418,029           |        
|                                                                                           | Long-term debt                                                                         |                                                                                       |            |                  |        
|                                                                                           | Deferred revenue                                                                       |                                                                                       |            | 180,824           |        
|                                                                                           |                                                                                        |                                                                                       |            |                   |        
|Total long-term liabilities                                                                |                                                                                        |                                                                                       | 598,853    |                   |        
|Stockholders' equity:                                                                      |                                                                                        |                                                                                       |            |                   |        
|                                                                                           | Undesignated Preferred Stock, par value $.01 per share:                                |                                                                                       |            |                   |        
|                                                                                           |                                                                                        | Authorized shares10,000,000                                                          |            |                   |        
|                                                                                           |                                                                                        | Issued and outstanding sharesnone                                                    |            |                   |       
|                                                                                           | Common Stock, $.01 par value                                                           |                                                                                       |            |                   |        
|                                                                                           |                                                                                        | Authorized shares40,000,000                                                          |            |                   |        
|                                                                                           |                                                                                        | Issued and outstanding sharesMarch 31, 200114,809,361; December 31, 200012,249,695 |            |                   | 148,094
|                                                                                           | Additional paid-in capital                                                             |                                                                                       |            | 79,021,144        |        
|                                                                                           | Accumulated deficit                                                                    |                                                                                       |            | (64,498,282       | )      
|                                                                                           | Deferred compensation                                                                  |                                                                                       |            | (18,556           | )      
|                                                                                           |                                                                                        |                                                                                       |            |                   |        
|Total stockholders' equity                                                                 |                                                                                        |                                                                                       | 14,652,400 |                   |        
|                                                                                           |                                                                                        |                                                                                       |            |                   |        
|Total liabilities and stockholders' equity                                                 |                                                                                        | $                                                                                     | 18,496,586 |                   | $      
|                                                                                           |                                                                                        |                                                                                       |            |                   |        

Note: The balance sheet at December 31, 2000 has been derived from the audited financial statements at that
date but does not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.

See accompanying notes.

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Endocardial Solutions, Inc.        Statements of Operations        (Unaudited)

|                                     |                            | For the Three Months Ended |           
|------------------------------------ | -------------------------- | -------------------------- | ----------
|
|Revenue                              |                            | $                          | 4,602,166 
|Cost of goods sold                   |                            |                            | 2,078,059 
|                                     |                            |                            |           
|Gross margin                         |                            |                            | 2,524,107 
|Operating expenses:                  |                            |                            |           
|                                     | Research and development   |                            |           
|                                     | General and administrative |                            |           
|                                     | Sales and marketing        |                            |           
|                                     |                            |                            |           
|Operating loss                       |                            |                            | (2,493,561
|Other income (expense):              |                            |                            |           
|                                     | Interest income            |                            |           
|                                     | Interest expense           |                            |           
|                                     |                            |                            |           
|                                     |                            |                            | 2,450     
|                                     |                            |                            |           
|Net loss for the period              |                            | $                          | (2,491,111
|                                     |                            |                            |           
|Net loss per sharebasic and diluted |                            | $                          | (0.20     
|                                     |                            |                            |           
|Weighted average shares outstanding  |                            |                            | 12,466,559
|                                     |                            |                            |           

See accompanying notes.

4

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Endocardial Solutions, Inc.        Statements of Cash Flows        (Unaudited)

|                                                                            |                                              | For the Three Months Ended        |           
|--------------------------------------------------------------------------- | -------------------------------------------- | --------------------------------- | ----------
|
|Operating activities                                                        |                                              |                                   |           
|Net loss                                                                    |                                              | $                                 | (2,491,111
|Adjustments to reconcile net loss to net cash used in operating activities: |                                              |                                   |           
|                                                                            | Depreciation and amortization                |                                   |           
|                                                                            | Amortization of deferred compensation        |                                   |           
|                                                                            | Loss on disposal of equipment                |                                   |           
|                                                                            | Changes in operating assets and liabilities: |                                   |           
|                                                                            |                                              | Accounts Receivable               |           
|                                                                            |                                              | Inventory                         |           
|                                                                            |                                              | Prepaid expenses and other assets |           
|                                                                            |                                              | Accounts payable                  |           
|                                                                            |                                              | Accrued salaries and expenses     |           
|                                                                            |                                              | Deferred revenue                  |           
|                                                                            |                                              |                                   |           
|Net cash provided by (used in) operating activities                         |                                              |                                   | (2,279,815
|Investing activities                                                        |                                              |                                   |           
|Purchases of short-term investments                                         |                                              |                                   | (2,894,128
|Maturities of short-term investments                                        |                                              |                                   | 2,400,000 
|Purchases of furniture and equipment                                        |                                              |                                   | (163,587  
|Patent expenditures                                                         |                                              |                                   | (650      
|Software development costs                                                  |                                              |                                   | (295,777  
|Proceeds from sale of equipment                                             |                                              |                                   |          
|                                                                            |                                              |                                   |           
|Net cash provided by (used in) investing activities                         |                                              |                                   | (954,142  
|Financing activities                                                        |                                              |                                   |           
|Proceeds from notes payable                                                 |                                              |                                   |          
|Principal payments on notes payable and capital lease obligations           |                                              |                                   | (7,155,925
|Proceeds from issuance of common stock                                      |                                              |                                   | 7,277,115 
|                                                                            |                                              |                                   |           
|Net cash provided by (used in) financing activities                         |                                              |                                   | 121,190   
|Increase (decrease) in cash and cash equivalents                            |                                              |                                   | (3,112,767
|Cash and cash equivalents at beginning of period                            |                                              |                                   | 7,771,540 
|                                                                            |                                              |                                   |           
|Cash and cash equivalents at end of period                                  |                                              | $                                 | 4,658,773 
|                                                                            |                                              |                                   |           
|Supplemental disclosure of non-cash investing and financing activities      |                                              |                                   |           
|Purchase of equipment through capital lease obligations                     |                                              | $                                 |          

See accompanying notes.

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Endocardial Solutions, Inc.        Notes to Financial Statements        (Unaudited)

1.  Basis of Presentation

The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles for interim financial
information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all the information and footnotes required by generally
accepted accounting principles for complete financial statements. In the opinion of management all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation
have been included. Operating results for the three months ended March 31, 2001, are not necessarily indicative of the results that may be expected for the year ending December 31, 2001.
These financial statements should be read in conjunction with the audited financial statements and accompanying notes for the fiscal year ended December 31, 2000, contained in the Company's
Form 10-K.

2.  Inventories

Inventories are carried at the lower of cost (first-in, first-out basis) or market. The majority of inventory consists of purchased components. To determine
the technological feasibility of its software efforts, the Company utilizes the working model approach available under SFAS No. 86 and believes that the working model was achieved when
the software was available for commercial use in June 1998.

3.  Reclassifications

Certain prior year items have been reclassified to conform to current year presentations.

4.  Stock Offering

In March 2001, the Company received proceeds of $7,349,000 from a private placement of 2,449,666 shares of its common stock at a price of $3.00 per share, to
accredited investors.

5.  Segment Reporting

Sales by geographic destination as a percentage of total sales were as follows for the three months ended March 31:

2001

2000Domestic

86
%
58
%International:Europe

8
%
25
%Asia Pacific

2
%
11
%Canada

4
%
6
%


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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.

General

Endocardial Solutions Inc. (the "Company"), was incorporated in May 1992. The Company develops, manufactures and markets the EnSite 3000® clinical
workstation and EnSite® catheter (together, the "EnSite System") for use by electrophysiologists in diagnosing and mapping abnormal heart rhythms known as tachycardias. During the second
quarter of 1999, we received approval from the U.S. Food and Drug Administration to market the EnSite System in the U.S. for use in the right atrium of the heart. The EnSite System is available to
electrophysiologists in Europe for use in the right atrium and left ventricle of the heart.

Results of Operations

General.Net losses were $2,491,111 or $.20 per share, for the three months ended March 31, 2001, compared to
$2,502,415 or $.25 per share, for the same period in 2000. The Company expects losses to continue at least through first quarter of 2002. The Company is in a period of growth in sales and marketing
expenses related to product introduction, including increases in personnel costs.

Revenue and Cost of Goods Sold.Worldwide revenue for the three months ended March 31, 2001 was $4,602,166, a
$1.2 million, or 37%, increase over the same period in 2000. Revenue for domestic sales increased $2.0 million, or 105%, compared to the same period in 2000. This increase in revenues
can be directly attributed to a higher number of EnSite clinical workstations sold during the first quarter of 2001, compared to the same period in 2000. Additionally, with a 139% increase in the
installed base of the EnSite clinical workstation since March 31, 2000 and an overall increase in EnSite catheter utilization per system per month, EnSite catheter revenues increased 128%.
However, revenue for international sales, which includes sales to distributors in Europe and Asia Pacific, decreased $790,000, or 56%, over the same period in 2000. A majority of this decline related
to our European distributor, Medtronic, which did not purchase any EnSite clinical workstations during the quarter and also did not increase its purchases of EnSite catheters over the previous
quarter. The Company does not believe there has occurred any fundamental decline in the European market for the EnSite workstation.
Rather, the Company believes that Medtronic did not devote sufficient resources during the quarter necessary to further develop the European market. The Company is discussing with Medtronic tactics
for improving sales into the European market. Other revenue, which represents 1.7% and 1.1% of worldwide sales for the three month periods ending March 31, 2001 and 2000, respectively, includes
revenue generated from extended service contracts, repairs and accessories sales related to the EnSite System.

EnSite
clinical workstation sales were $2.4 million for the first quarter of 2001, compared to $2.2 million for the same period in 2000. The increase is due mainly to the
higher sales of the EnSite clinical workstation in the U.S. compared to last year's comparable period, or an increase of 88%. Domestic sales accounted for 88% of total EnSite clinical workstation
sales for the March 31, 2001 quarter end, compared to 51% for the same period in 2000.

EnSite
catheter sales were $2.1 million for the quarter ended March 31, 2001, compared to $1.1 million for the same period in 2000, or an increase of 92%. Domestic sales
accounted for 86% of total EnSite catheter sales for the March 31, 2001 quarter end, compared to 72% for the same period in 2000.

Cost
of goods sold including unabsorbed manufacturing expenses was $2,078,059 and $1,875,676 for the quarters ended March 31, 2001 and 2000, respectively. With the market
release of the Company's Clarity software starting in June 2000, capitalized software development costs are being amortized through cost of goods sold over the expected 18-month product life cycle.

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The gross profit margin was 54.9% for the three months ended March 31, 2001, compared with 44.2% during the same period in 2000. The increase in margins is mainly attributed to
the growth in domestic sales of $2.0 million, or 93%, over the March 31, 2000 quarter end. Additionally, because the Company's margins on its domestic sales are substantially higher than those
of its international sales, the Company saw more favorable results in margins during the quarter due to 90% of the recorded revenue coming from domestic sales, compared to 64% from the same period in
2000.

Research and Development Expenses.Research and development expenses include compensation and benefit costs within the
clinical, software, hardware, catheter and applied research departments as well as costs associated with regulatory expenses. Research and development expenses were $1,013,327 for the three month
period ended March 31, 2001, compared to $1,062,409 during the same period in 2000, a decrease of $49,082. The Company believes research and development expenditures will increase for the
remainder of 2001 because of the left atrium study, which is expected to begin in the second quarter of 2001.

General and Administrative Expenses.General and administrative expenses were $590,445 and $533,519 for the three
months ended March 31, 2001 and 2000, respectively, an increase of $56,926. The increase is due primarily to an increase in professional services expense.

Sales and Marketing Expenses.Sales and marketing expenses were $3,413,896 during the three months ended
March 31, 2001, and $2,353,793 during the same period in 2000, an increase of $1,060,103. The increase is primarily attributable to increases in personnel and costs associated with building and
training of the U.S. sales and clinical engineering team. As the Company continues to penetrate the U.S. market, increases in sales and marketing expenses are expected in the next quarter, as it adds
additional headcount in both its selling and field clinical engineering areas.

Interest Income and Expense.Interest income was $84,444 and $125,538 for the three months ended March 31, 2001
and 2000, respectively. The decrease for the three months ended March 31, 2001 was due to lower average cash and cash equivalent balances. Interest expense was $81,993 and $162,615 for the
three months ended March 31, 2001 and 2000, respectively. The decrease is related to the repayment of the Medtronic loan during February 2001.

Liquidity and Capital Resources.

The Company's operations since inception have been funded by net proceeds from the sales of common and preferred stock totaling approximately
$79.2 million. As of March 31, 2001 and December 31, 2000, the Company had cash, cash equivalents and short-term investments of $8,140,490 and $10,759,128, respectively.

For
the three months ended March 31, 2001, the Company used cash of $2,279,815 for operations, compared to $2,795,077 for the same period in 2000. The Company saw a decline in
its accounts receivable balances of $252,476 from December 31, 2000, even though it had an increase in sales over last quarter of 5%. Cash collections for the three months ended
March 31, 2001 were approximately $4.9 million, contributing to the decline of the accounts receivable from the year end balance. Inventory balances fell $494,235 since December 31,
2000. The Company has more efficiently managed the levels of its raw material, work-in-process, and finished goods inventories over the last six to nine months. The Company believes inventory balances
will grow slightly over the remaining nine months of 2001 due to increases in production as revenues are expected to increase during this time period. Accounts payable increased $74,302 since
December 31, 2000. The Company expects accounts payable to grow slightly over the remaining three quarters of 2001 as operating and production expenses increase to support revenue growth.
Accrued salaries and related expenses decreased $551,148 since December 31, 2000. A majority of this decline is attributed to the 2000 annual performance compensation. The Company expects this
accrual balance to increase over the remaining nine months of 2001, as it accrues

8

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the 2001 annual performance compensation for payment in the first quarter 2002. Purchases of short-term investments were $2,894,128 for the three months ended March 31, 2001. A majority of
these purchases occurred in March 2001 after the close of our private placement equity financing. The Company's current investment portfolio will mature over a six-month period, resulting in increased
activity in the purchasing and maturing of investments.

In
January 1999, the Company announced a financing agreement with Medtronic, Inc. Under the agreement, the Company received $7 million from Medtronic Asset Management,
which was repayable in February 2001 or, if earlier, at the close of a significant round of debt or equity financing. The Company received $3.5 million of the debt financing in February 1999
and the remaining $3.5 million in January 2000. The $7 million was repaid to Medtronic Asset Management in February 2001.

In
June 2000, the Company received proceeds of $12,687,500 from a private placement of 2,030,000 shares of its common stock to accredited investors. The placement was priced at $6.25
per share. In July 2000, these shares were registered pursuant to the Securities Act of 1933.

In
March 2001, the Company received proceeds of $7,347,000 from a private placement of 2,449,666 shares of its common stock to accredited investors. The placement was priced at $3.00
per share. Pursuant to the terms of the stock purchase agreement, these shares will be registered under the Securities Act of 1933 on behalf of the investors.

The
Company believes that its existing cash, cash equivalents, short-term investments and bank financing will be sufficient to fund the operations of the Company through first quarter
2002. The Company's future liquidity and capital requirements will depend on numerous factors, including the timing of regulatory actions regarding the Company's products, the results of clinical
trials and competition, the extent to which the Company's EnSite System gains market acceptance, the costs and timing of expansion of sales, marketing and manufacturing activities and the ability of
the Company to obtain bank financing.

Cautionary Statement

Except for the historical information contained herein, this Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. When used in this Form 10-Q and in future filings by the
Company with the Securities and Exchange Commission, in the Company's press releases and in oral statements made with the approval of an authorized executive officer, the word or phrases "believes,"
"anticipates," "expects," "intends," "will likely result," "estimates," "projects" or similar expressions are intended to identify such forward-looking statements, but are not the exclusive means of
identifying such statements. These forward-looking statements involve risks and uncertainties that may cause the Company's actual results to differ materially from the results discussed in the
forward-looking statements. Factors that might cause such differences include, but are not limited to, the following: risks associated with the successful development and
commercialization of a new technology; continued clinical testing experience; uncertainty of obtaining Food and Drug Administration and international regulatory clearances; uncertainty of availability
of treatments employing the Company's EnSite system; uncertainty of market acceptance of the EnSite System; training requirements for electrophysiologists; the uncertainty of the ability to diagnose
and treat atrial fibrillation; the expectation of future losses; significant competition and rapid technological change in the tachycardia diagnostic market; risks associated with the Company's
dependence on patents and proprietary technology; risks associated with the Company's limited manufacturing experience and dependence on suppliers; and the uncertainty of third-party reimbursement for
diagnostic medical procedures employing the EnSite System. These factors are discussed in the cautionary statements included in Exhibit 99 to our Form 10-K for the year ended
December 31, 2000. Other forward-looking statements are found in the Company's disclosures about market risk. The

9

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Company cautions investors and others to review the statements set forth in Management's Discussion and Analysis of Financial Condition and Results of Operations, Exhibit 99 and in the
Company's other reports filed with the Securities and Exchange Commission and that other factors may prove to be important in affecting the Company's business and results of operations.

Item 3. Qualitative and Quantitative Disclosures about Market Risk.

The Company had approximately $8.1 million of cash and investments as of March 31, 2001. Substantially all of the investments were U.S. government or
investment grade, fixed income securities from domestic issuers. Because of the credit risk criteria of the Company's investment policies, the primary market risk associated with these investments is
interest rate risk. The Company does not use derivative financial instruments to manage interest rate risk or to speculate on futures changes in interest rates. A rise in interest rates could
negatively affect the fair value of the Company's investments; however, because management considers it unlikely that the Company would need or choose to substantially liquidate the Company's
investments, management believes that such an increase in interest rates would not have a material impact on the Company's future earnings or cash flows. Even though the Company distributes products
abroad, the Company does not conduct sales in foreign currencies. Therefore, management does believe that Company is exposed to any material foreign currency exchange rate risk.

10

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Part II. OTHER INFORMATION

Item 2. Changes in Securities and Use of Proceeds

In January 2001, the Company sold 110,000 shares of its common stock to Michael Dale, the Company's Vice President of Sales and Marketing, at a price of $3.375
per share. The Company loaned the purchase price to Mr. Dale at an interest rate of 9.5% per annum. The interest is payable in quarterly installments commencing March 15, 2001, and the
principal is payable in full in January 2006. The shares are restricted and subject to a repurchase option in favor of the Company. The shares will be released from the repurchase option in equal
monthly increments over a 36-month period. The Company relied on the exemption from registration provided by Section 4(2) of the Securities Act of 1933. In March 2001, the Company completed the
sale in a private placement of 2,449,666 shares of its common stock to accredited investors at a price of $3.00 per share, for proceeds of $7,349,000. The Company relied on the exemption from
registration provided by Section 4(2) of the Securities Act of 1933. Pursuant to the terms of the stock purchase agreement, these shares will be registered for resale pursuant to the Securities Act of
1933. Proceeds from the sale of these shares will be used for expenses associated with current operating expenses, U.S. market expansion, clinical trials for atrial fibrillation, software and hardware
product development and replenishment of the Company's cash balance following the repayment of its loan from Medtronic.

Item 6. Exhibits and Reports on Form 8-K



|Exhibit |  | Description                                                                                                                                                                                                                                                                                                         
|------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.1    |  | Amendment No. 6, dated January 29, 2001, to the Real Property Lease dated September 15, 1993 between the Company and Place & Plaza LLC (acquired from the Port Authority of St. Paul)
(incorporated by reference to Exhibit 10.27 to the Company's Annual Report on Form 10-K for the year ended December 31, 2000).
|10.2    |  | Stock Purchase and Restriction Agreement, dated January 22, 2001, by and between the Company and Michael Dale (incorporated by reference to Exhibit 10.28 to the Company's Annual Report on Form 10-K for the year ended December 31,
2000)                                                                         
|10.3    |  | Form of Stock Purchase Agreement, dated March 22, 2001, among the Company and the Investors named therein (incorporated by reference to Exhibit 10.29 to the Company's Annual Report on Form 10-K for the year ended December 31,
2000)                                                                             
|10.4    |  | Stock Purchase Warrant, dated March 26, 2001, between the Company and U.S. Bancorp Piper Jaffray (incorporated by reference to Exhibit 10.30 to the Company's Annual Report on Form 10-K for the year ended December 31, 2000)                                                                                      



A
report on Form 8-K was filed by the Company on February 1, 2001 and amended on February 7, 2001; such report contained information disclosed pursuant to Regulation FD under Item 9
and included as exhibits copies of two press releases issued by the Company announcing its fourth quarter and year-end 2000 earnings results and announcing approval from the U.S. Food and Drug
Administration to begin a clinical trial for the Company's EnSite System in the left atrium of the heart.

11

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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.

|                      |  | ENDOCARDIAL SOLUTIONS, INC.
|--------------------- |  | ---------------------------
|Dated:  June 21, 2001 |  | By:                        

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