##### 









SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549




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Form 10-K/A

(Amendment No. 1)


FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTIONS 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

(Mark One)

|  |                                                                                           
|- | ------------------------------------------------------------------------------------------
|þ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) 
     OF THE SECURITIES EXCHANGE ACT OF 1934

For
the fiscal year ended December 31, 2002



|  |                                                                                               
|- | ----------------------------------------------------------------------------------------------
|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 0-26487



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Women First HealthCare, Inc.

(Name of Registrant as Specified in its
Charter)


|                                                                   |  |                                     
|------------------------------------------------------------------ |  | ------------------------------------
|Delaware                                                           |  | 13-3919601                          
|(State or Other Jurisdiction of Incorporation
    or Organization) |  | (I.R.S. Employer Identification No.)

12220 El Camino Real, Suite 400, San
Diego, California 92130

(Address of Principal Executive Offices) (Zip
Code)


(858) 509-1171

(Registrants Telephone Number, Including
Area Code)




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Securities registered pursuant to
Section 12(b) of the Act:

None


Securities registered pursuant to
Section 12(g) of the Act:

Common Stock, $.001 par value


(Title of Class)




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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 o     NO þ

Indicate by check mark if disclosure of
delinquent filer 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 Exchange Act
Rule 12b-2).     YES þ     NO o

As of June 30, 2002, the aggregate market
value of the registrants common stock held by
non-affiliates of the registrant was approximately
$111.4 million based on the closing price of the
registrants common stock on the NASDAQ National Market on
June 30, 2002 of $7.80 per share.

As of March 31, 2003, 22,971,255 shares of
the registrants common stock, $.001 par value, were
outstanding.



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The following items of Women First HealthCare,
Inc.s Annual Report on Form 10-K for the fiscal year ended
December 31, 2002 are hereby amended. Each such item is set
forth in its entirety, as amended.

PART III

Item 10.Directors
and Executive Officers of the Registrant

Our directors and executive officers are listed
below:

|                        |  |     |    |                                   |  |                                                                     
|----------------------- |  | --- | -- | --------------------------------- |  | --------------------------------------------------------------------
|Name                    |  | Age |    | Present Position with our Company
|                        |  |     |    |                                  
|Edward F. Calesa        |  |     | 61 |                                   |  | President, Chief Executive Officer and Chairman
    of the Board    
|Dennis M. Jones         |  |     | 64 |                                   |  | Director                                                            
|Nathan Kase, M.D.       |  |     | 73 |                                   |  | Director                                                            
|Patricia Nasshorn       |  |     | 46 |                                   |  | Director                                                            
|Richard L. Rubin, Ph.D. |  |     | 73 |                                   |  | Director                                                            
|Charles M. Caporale     |  |     | 52 |                                   |  | Vice President, Chief Financial Officer,
    Treasurer and Secretary
|Randi C. Crawford       |  |     | 34 |                                   |  | Vice President  Consumer Business                                  
|Saundra L. Childs       |  |     | 33 |                                   |  | Vice President  Pharmaceuticals                                    

Edward F. Calesaco-founded our company in November
1996 and has served as a director since that time. His current
term as director expires at our 2005 annual meeting of
stockholders. Mr. Calesa has served as Chairman of our
Board of Directors since December 1996. Mr. Calesa also
served as our President and Chief Executive Officer from
November 1996 to January 1998 and was reappointed President and
Chief Executive Officer effective June 2000. Mr. Calesa has
an extensive background in innovative healthcare marketing. In
1971, he co-founded and served as Chairman of the Board of
Health Learning Systems Inc. During his tenure at Health
Learning Systems, Mr. Calesa developed working
relationships with many academic medical specialists and medical
organizations, including the National Institutes of Health,
National Board of Medical Examiners, Educational Testing
Services, Washington Business Group on Health, Voluntary
Hospitals of America and numerous pharmaceutical companies.
Mr. Calesa sold Health Learning Systems in December 1988 to
WPP Group, plc. From January 1989 to November 1996,
Mr. Calesa served as General Partner of an investment
partnership, Calesa Associates. Mr. Calesa received an
M.B.A. in marketing from Fairleigh Dickinson University and a
B.A. in economics from Columbia College.

Dennis M. Joneshas
served as a director of our company since July 2001. His current
term as director expires at our 2005 annual meeting of
stockholders. Mr. Jones founded Jones Pharma Incorporated
in 1981 and served as its Chairman and Chief Executive Officer
until August 2000, when the company was acquired by King
Pharmaceuticals. He is a 2001 Association for Corporate Growth
International Award recipient and was named Entrepreneur of the
Year in the National Health Care/ Life Sciences in 1996.
Mr. Jones received an Honorary Doctorate of Humanities from
St. Louis University in 1998.

Nathan Kase, M.D.has served as a director of our
company since June 2000. His current term as director expires at
our 2004 annual meeting of stockholders. Dr. Kase is
Professor, Department of Obstetrics, Gynecology and Reproductive
Science and interim Dean, Mount Sinai School of Medicine. From
August 2001 until March 2002, Dr. Kase was interim
president and chief executive officer of the Mount Sinai Medical
Center. From 1985 to 1997, Dr. Kase was Dean of the Mount Sinai
School of Medicine. From 1989 to 1991, he served as President of
the Associated Medical Schools of New York. Dr. Kases
major clinical and research achievements are focused in
reproductive endocrinology. He has authored over 100 scientific
articles and co-authored two textbooks in his field.
Dr. Kase received his residency training in obstetrics and
gynecology at the Mount Sinai Medical Center. Dr. Kase
subsequently joined the faculty of the Yale University School of
Medicine, serving for nearly twenty years, where he rose from
instructor to Professor and Chairman of the Department of
Obstetrics and Gynecology. In 1981, he returned to Mount Sinai
as Professor and Chairman of the Department of Obstetrics,
Gynecology and Reproductive Science. Dr. Kase serves as
Chairman and Executive Editor of The Women First Health Advisory
Board.

1



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##### 



Patricia Nasshornhas served as a director of our
company since May 2002. Her current term as director expires at
our 2003 annual meeting of stockholders. Since 2002, she has
been the head of business development for various Care Capital
portfolio companies. She was president of Unilevers
womens health, Unipath division, from 1997 to 2002. In
addition, she has held a diverse range of senior executive
positions with Johnson & Johnson, Merck & Company, Inc.
and Bristol-Myers Squibb. Ms. Nasshorn holds an M.B.A.,
Marketing and Finance, and a B.B.A., Marketing and Management,
both from Temple University.

Richard L. Rubin, Ph.D.has served as a director of our
company since November 1996. His current term as director
expires at our 2003 annual meeting of stockholders. He held the
positions of Vice President from December 1996 to March 1998,
Secretary from December 1996 to January 1997 and Treasurer from
December 1996 to August 1997. Dr. Rubin is President of the
Dedalus Foundation, Chairman of New Dimensions in Education and
a Professor of Political Science and Public Policy at Swarthmore
College. Since 1968, Dr. Rubin has served as a business and
investment consultant for various companies. From 1963 to 1968,
Dr. Rubin was the Director of Planning & Research for
United Merchants & Manufacturers, Inc. In 1957,
Dr. Rubin was appointed Chairman and Chief Executive
Officer of Dorman Mills where he served until 1962.
Dr. Rubin holds a Ph.D. in political science from Columbia
University and a B.A. in economics from Brown University.

Charles M. Caporalejoined our company in September 2000
as our Vice President, Chief Financial Officer, Treasurer and
Secretary. From July 1997 until April 2000, Mr. Caporale
served as Senior Vice President, Chief Financial Officer and
Treasurer of The Centris Group, Inc. From November 1985 until
July 1997, Mr. Caporale was employed by Minet Re North
America, Inc. His final position with Minet Re North America was
Senior Vice President, Chief Financial Officer and Treasurer.
Mr. Caporale holds a B.B.A. in accounting from Pace
University.

Randi C. Crawfordco-founded our company and served as
Vice President, Marketing Research from February 1997 to
February 1998. She served as Secretary of our company from
January 1997 through March 1998. She assumed the role of Vice
President, Educational Program Development in February 1998,
which she held until July 2001. Since July 2001,
Ms. Crawford has served as Vice President 
Consumer Business. From November 1995 until joining our company,
Ms. Crawford was a research analyst with Calesa Associates
specializing in investment opportunities in health care
companies. From October 1991 to November 1995, Ms. Crawford
worked as a consultant engaging in the creation and production
of childrens television programming for Fox Television,
Lifetime Television, DIC Entertainment and Saban Entertainment,
Inc. Ms. Crawford received a B.A. in liberal arts from
Villanova University. Ms. Crawford is the daughter of
Edward F. Calesa.

Saundra L. Childsjoined our company in December 1999
and served as Director of National Accounts until June 2000.
Since June 2000, Ms. Childs has served as Vice
President  Pharmaceuticals. From 1992 until she
joined our company, Ms. Childs was employed by Searle
Laboratories. From 1992 through 1994 she was a sales
representative. From 1995 to 1996, she was National Sales
Trainer. From 1997 to 1998, she was Global Product Manager,
Womens Healthcare Division. Her final position with Searle
was Worldwide Womens Health Franchise Leader.
Ms. Childs holds a B.S. in business from Husson College.

Section 16(a) Beneficial Ownership
Reporting Compliance

Under Section 16(a) of the Exchange Act,
directors, officers and beneficial owners of ten percent or more
of our common stock (Reporting Persons) are required to report
to the Securities and Exchange Commission on a timely basis the
initiation of their status as a Reporting Person and any changes
regarding their beneficial ownership of our common stock. Based
solely on our review of such forms received and the written
representations of our Reporting Persons, we have determined
that no Reporting Person known to us was delinquent with respect
to their reporting obligations as set forth in
Section 16(a) of the Exchange Act, except as follows:

Ms. Nasshorn failed to file on a timely
basis her initial report on Form 3 and a subsequent
transaction on Form 4, but the required reports were
subsequently filed. Dr. Rubin reported one transaction late
on Form 4. Ms. Childs and Mr. Caporale each
reported one transaction late by filing a Form 5.

2



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##### 



Item 11.     Executive
Compensation

The following table sets forth information
concerning compensation for each of the three years ended
December 31, 2002 received by our Chief Executive Officer
and all of our executive officers other than our Chief Executive
Officer who were serving as executive officers at
December 31, 2002 (the Named Executive
Officers).

Summary Compensation Table

|                            |                         |                     |      |              |  |            |         |              |     |         |   |              |  |  |   |   |  |  |        |         |  |  |   |   | 
|--------------------------- | ----------------------- | ------------------- | ---- | ------------ |  | ---------- | ------- | ------------ | --- | ------- | - | ------------ |  |  | - | - |  |  | ------ | ------- |  |  | - | - | 
|                            |                         |                     |      | Long-Term    |  |           
|                            |                         | Annual Compensation |      | Compensation |  |           
|                            |                         |                     |      |              |  |           
|                            |                         |                     |      | Other        |  | Shares     |         |             
|                            |                         |                     |      | Annual       |  | Underlying |         | All Other   
|Name and Principal Position |                         | Year                |      | Salary       |  | Bonus      |         | Compensation |     | Options |   | Compensation
|                            |                         |                     |      |              |  |            |         |              |     |         |   |             
|Edward F. Calesa            |                         |                     | 2002 |              |  | $          | 375,000 |              |     | $       |  |              |  |  |  |   |  |  |       |         |  |  |  |  
|                            | Chairman of the Board,  |                     |      | 2001         |  |            |         | 375,000      |     |         |   |             |  |  |   |  |  |  |        | 100,000 |  |  |   |  | 
|                            | President, and Chief    |                     |      | 2000         |  |            |         | 365,351      |     |         |   | 93,750       |  |  |   |  |  |  |        |        |  |  |   |  | 
|                            | Executive Officer       |                     |      |              |  |            |         |              |     |         |   |              |  |  |   |   |  |  |        |         |  |  |   |   | 
|Charles M. Caporale         |                         |                     | 2002 |              |  |            | 190,000 |              |     |         |  |              |  |  |  |   |  |  | 25,000 |         |  |  |  |  
|                            | Vice-President, CFO,    |                     |      | 2001         |  |            |         | 190,000      |     |         |   |             |  |  |   |  |  |  |        | 50,000  |  |  |   |  | 
|                            | Treasurer and Secretary |                     |      | 2000         |  |            |         | 60,454       | (1) |         |   |             |  |  |   |  |  |  |        | 85,000  |  |  |   |  | 
|Randi C. Crawford           |                         |                     | 2002 |              |  |            | 165,000 |              |     |         |  |              |  |  |  |   |  |  |       |         |  |  |  |  
|                            | Vice President         |                     |      | 2001         |  |            |         | 165,000      |     |         |   |             |  |  |   |  |  |  |        | 50,000  |  |  |   |  | 
|                            | Consumer Business       |                     |      | 2000         |  |            |         | 151,250      |     |         |   | 31,501       |  |  |   |  |  |  |        | 85,000  |  |  |   |  | 
|Saundra L. Childs           |                         |                     | 2002 |              |  |            | 190,000 |              |     |         |  |              |  |  |  |   |  |  | 25,000 |         |  |  |  |  
|                            | Vice President         |                     |      | 2001         |  |            |         | 169,167      |     |         |   |             |  |  |   |  |  |  |        | 50,000  |  |  |   |  | 
|                            | Pharmaceuticals         |                     |      | 2000         |  |            |         | 142,500      |     |         |   |             |  |  |   |  |  |  |        | 102,500 |  |  |   |  | 



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|    |                                                                                                                                       
|--- | --------------------------------------------------------------------------------------------------------------------------------------
|(1) | Mr. Caporale joined our company in September
    2000, and the amount represents actual compensation paid to
    Mr. Caporale in 2000.

Option Grants During Fiscal Year
2002

The following table sets forth information
regarding options to purchase our common stock granted during
the year ended December 31, 2002 to each of the Named
Executive Officers. We do not have any outstanding stock
appreciation rights.

The potential realizable values are based on an
assumption that the price of our common stock will appreciate at
the annual rate shown (compounded annually) from the date of
grant until the end of the option term. These values do not take
into account amounts required to be paid as income taxes under
the Internal Revenue Code and any applicable state laws or
option provisions providing for termination of an option
following termination of employment, non-transferability or
vesting. These amounts are calculated based on the requirements
promulgated by the Securities and Exchange Commission and do not
reflect our estimate of future stock price growth of the shares
of our common stock.

Option Grants in Last Fiscal Year

|                    |  |                   |        |                         |  |             |      |                         |  |      |      |     |  |  |           |  |  |          |  |         
|------------------- |  | ----------------- | ------ | ----------------------- |  | ----------- | ---- | ----------------------- |  | ---- | ---- | --- |  |  | --------- |  |  | -------- |  | --------
|                    |  |                   |        |                        
|                    |  | Individual Grants |        | Potential Realisable   
|                    |  |                   |        | Value at Assumed Annual
|                    |  | Number of         |        | % of Total              |  |             |      | Rates of Stock Price   
|                    |  | Securities        |        | Options                 |  |             |      | Appreciation for Option
|                    |  | Underlying        |        | Granted to              |  | Exercise or |      |                         |  | Term
|                    |  | Options           |        | Employees in            |  | Base Price  |      | Expiration              |  |     
|Name                |  | Granted           |        | Fiscal Year             |  | per Share   |      | Date                    |  | 5%   |      | 10%
|                    |  |                   |        |                         |  |             |      |                         |  |      |      |    
|Edward F. Calesa    |  |                   |       |                         |  |             |     |                         |  |      |     |     |  |  |          |  |  |         |  |        
|Charles M. Caporale |  |                   | 25,000 |                         |  |             | 9.3% |                         |  | $    | 6.85 |     |  |  | 6/25/2012 |  |  | $107,698 |  | $272,928
|Randi C. Crawford   |  |                   |       |                         |  |             |     |                         |  |      |     |     |  |  |          |  |  |         |  |        
|Saundra L. Childs   |  |                   | 25,000 |                         |  |             | 9.3% |                         |  | $    | 6.85 |     |  |  | 6/25/2012 |  |  | $107,698 |  | $272,928

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Option Exercises and Fiscal Year-End
Values

The following table sets forth certain
information with respect to the exercise of options to purchase
our common stock during the year ended December 31, 2002,
and the unexercised options held and the value thereof at that
date, for each of the Named Executive Officers.

Aggregated Option Exercises In Last Fiscal
Year

and Fiscal Year-End Option Values


|                    |  |             |   |          |  |                            |   |                           |  |  |                |  |  |   |                  | 
|------------------- |  | ----------- | - | -------- |  | -------------------------- | - | ------------------------- |  |  | -------------- |  |  | - | ---------------- | 
|                    |  |             |   |          |  | Number of Securities       |   | Value of Unexercised     
|                    |  | Shares      |   |          |  | Underlying Unexercised     |   | In-the-Money Options at  
|                    |  | Acquired on |   | Value    |  | Options at Fiscal Year End |   | Fiscal Year End(1)       
|Name                |  | Exercise    |   | Realized |  | Exercisable/Unexercisable  |   | Exercisable/Unexercisable
|                    |  |             |   |          |  |                            |   |                          
|Edward F. Calesa    |  |             |  |          |  |                            |  |                           |  |  | 29,158/70,842  |  |  |   |  /             | 
|Charles M. Caporale |  |             |  |          |  |                            |  |                           |  |  | 82,337/77,663  |  |  | $ | 188,208/$103,717 | 
|Randi C. Crawford   |  |             |  |          |  |                            |  |                           |  |  | 128,833/33,617 |  |  | $ | 407,692/$ 45,685 | 
|Saundra Childs      |  |             |  |          |  |                            |  |                           |  |  | 119,347/58,153 |  |  | $ | 342,041/$ 60,922 | 



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|    |                                                                                                                                                                     
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Based on the closing sale price of our common
    stock on December 31, 2002 ($4.56), as reported by the
    Nasdaq National Market, less the option exercise price.

Compensation of Directors

Our directors have never received any regular
cash compensation from us for services rendered as directors;
however, we do reimburse directors for their travel expenses
incurred in attending meetings of our board. Nathan Kase, M.D.,
one of our directors, serves as a consultant to us and during
2002 he received a fee of $1,000 per month. He also received
fees of $5,000 in 2002 for his participation on our Health
Advisory Board.

Our outside directors who are not our employees
are entitled to receive initial one-time grants of non-qualified
stock options upon their appointment to our board and grants of
additional non-qualified stock options upon the conclusion of
each regular annual meeting of our stockholders for so long as
they remain on our board. Our board of directors has the
discretion to determine the amount to be granted upon
appointment and annually. Notwithstanding the foregoing, total
grants to directors under the 1998 Long-Term Incentive Plan may
not exceed 15% of the maximum number of shares available for
grant under the 1998 Plan (subject to adjustment). In May 2002,
when Patricia Nasshorn was appointed to our board of directors,
she received 15,250 non-qualified stock options with an exercise
price of $7.50. In June 2002, each of our outside directors,
including Ms. Nasshorn, received 3,000 non-qualified stock
options with an exercise price of $7.10.

Employment Contracts and Change-in-Control
Agreements

On January 8, 1998, we entered into an
employment agreement with Edward F. Calesa, setting forth
his duties, compensation, employee benefits and other terms of
employment. Pursuant to this agreement, Mr. Calesa was
entitled to receive a base annual salary of $150,000, which was
increased by the Compensation Committee of our board on
July 16, 1998 to $350,000 per year, effective July 1,
1998. On July 7, 1999, the Compensation Committee approved
an increase in Mr. Calesas annual base salary to
$375,000. Effective May 1, 2000, Mr. Calesa agreed to
a compensation reduction in the amount of $56,250. Our board
approved returning Mr. Calesas annual base salary to
$375,000 per year on August 10, 2000. Our board appointed
Mr. Calesa as President and Chief Executive Officer
effective June 30, 2000. Upon a termination of
Mr. Calesas employment for permanent disability or
for good reason (as defined in the employment
agreement), Mr. Calesa will be entitled to salary
continuation for the shorter of twelve months or the remainder
of the agreement term.

On March 7, 2001, we entered into Change of
Control and Severance Agreements (the Change of Control
Agreements) with each of Edward F. Calesa,
Charles M. Caporale, Randi C. Crawford and
Saundra L. Childs. The Change of Control Agreements provide
each of our executive officers with severance pay benefits in
the event of a change in control of our company. Under the
Change of Control Agreements, in the event of a change in
control, if one of our executive officers voluntarily resigns
his or her employment for

4



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good reason or is terminated for any reason other
than death, disability or for cause within two years of the
change in control, then that executive officer is entitled to
receive severance pay. The Change of Control Agreements provide
that for twelve months after such a termination of the executive
officers employment, the executive officer will be
entitled to receive severance pay at an annual rate equal to the
sum of: (a) the greater of the executive officers
(i) annual base salary on the effective date of his or her
termination, or (ii) annual base salary immediately before
the change in control; plus (b) the average of the
executive officers annual bonuses for the last two
calendar years. The severance pay shall, at our companys
election, be paid in a lump sum or at periodic intervals in
accordance with our companys standard payroll procedures.
For twelve months after termination, our company will also pay
the costs of premiums due under our companys life,
disability, accident, health and dental insurance programs. In
the event the executive officer becomes eligible for comparable
group insurance coverage in connection with new employment, our
companys obligation to pay the costs of premiums will
terminate. The Change of Control Agreements terminate on
March 7, 2006, unless terminated earlier pursuant to their
terms.


Compensation Committee Interlocks and Insider
Participation

Dr. Richard L. Rubin and Dr. Nathan
Kase, both of whom are outside directors of our company, serve
on the Compensation Committee of our board. Dr. Rubin has
served since March 1999 and Dr. Kase has served since
November 2000. Dr. Rubin previously held the positions of
our Vice President, Secretary and Treasurer. Dr. Kase also
serves as our consultant and currently receives a fee of $1,000
per month.

No interlocking relationship exists between any
member of the Compensation Committee and any member of any other
companys board of directors or compensation committee.



|         |                                                                                                       
|-------- | ------------------------------------------------------------------------------------------------------
|Item 12. | Security Ownership of Certain Beneficial
    Owners and Management and Related Stockholder
    Matters

The following table sets forth information as of
March 31, 2003 regarding the beneficial ownership of our
common stock by (a) each person known to our board to own
beneficially 5% or more of our common stock; (b) each
director of our company; (c) the Named Executive Officers
(as defined above); and (d) all our directors and executive
officers as a group. Information with respect to beneficial
ownership has been furnished by each director, officer or 5% or
more stockholder, as the case may be. The address for all
executive officers and directors is c/o Women First HealthCare,
Inc., 12220 El Camino Real, Suite 400, San Diego,
California 92130.

Beneficial ownership is determined in accordance
with the rules of the Securities and Exchange Commission which
generally attribute beneficial ownership of securities to
persons who possess sole or shared voting power or investment
power with respect to those securities and includes shares of
our common stock issuable pursuant to the exercise of stock
options or warrants that are immediately exercisable or
exercisable within 60 days. Unless otherwise indicated, the
persons or entities identified in this table have sole voting
and investment power with respect to all shares shown as
beneficially owned by them.

5



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Security Ownership of Certain Beneficial
Owners and Management

|                                                            |  |                       |           |                    |  |  |       |  
|----------------------------------------------------------- |  | --------------------- | --------- | ------------------ |  |  | ----- | -
|                                                            |  | Number of Shares of   |           | Percentage of     
|                                                            |  | Common Stock          |           | Common Stock      
|Name and Address                                            |  | Beneficially Owned(1) |           | Beneficially Owned
|                                                            |  |                       |           |                   
|Edward F. Calesa                                            |  |                       | 5,718,057 |                    |  |  | 24.85 | %
|Charles M. Caporale                                         |  |                       | 99,198    |                    |  |  | *     |  
|Randi C. Crawford(2)                                        |  |                       | 1,180,105 |                    |  |  | 5.11  | %
|Saundra L. Childs                                           |  |                       | 134,765   |                    |  |  | *     |  
|Dennis M. Jones                                             |  |                       | 68,939    |                    |  |  | *     |  
|Nathan Kase, M.D.                                           |  |                       | 117,341   |                    |  |  | *     |  
|Patricia Nasshorn                                           |  |                       | 737       |                    |  |  | *     |  
|Richard L. Rubin, Ph.D.                                     |  |                       | 198,352   |                    |  |  | *     |  
|CIBC WMC Inc.(3)                                            |  |                       | 2,147,623 |                    |  |  | 8.55  | %
|Whitney & Co., LLC(4)                                       |  |                       | 1,759,535 |                    |  |  | 7.12  | %
|Johnson & Johnson Development Corporation(5)                |  |                       | 1,428,292 |                    |  |  | 6.16  | %
|Élan Pharma International Limited(6)                        |  |                       | 1,424,660 |                    |  |  | 5.94  | %
|Executive officers and directors as a group
    (8 persons) |  |                       | 7,517,494 |                    |  |  | 32.11 | %



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|  |              
|- | -------------
|* | Less than 1%.



|    |                                                                                                                                                                                                    
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | The following table indicates those people whose
    total number of beneficially owned shares include shares subject
    to options and warrants exercisable within 60 days of
    March 31, 2003:

|                        |  |                |         |                |  |  |       | 
|----------------------- |  | -------------- | ------- | -------------- |  |  | ----- | 
|                        |  | Shares Subject |         | Shares Subject
|                        |  | to Options     |         | to Warrants   
|                        |  |                |         |               
|Edward F. Calesa        |  |                | 39,425  |                |  |  | 2,758 | 
|Charles M. Caporale     |  |                | 96,198  |                |  |  |      | 
|Randi C. Crawford       |  |                | 136,208 |                |  |  |      | 
|Saundra L. Childs       |  |                | 129,871 |                |  |  |      | 
|Dennis M. Jones         |  |                | 7,939   |                |  |  |      | 
|Nathan Kase, M.D.       |  |                | 13,261  |                |  |  |      | 
|Patricia Nasshorn       |  |                | 737     |                |  |  |      | 
|Richard L. Rubin, Ph.D. |  |                | 11,352  |                |  |  |      | 



|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | Randi C. Crawford is Edward F. Calesas
    daughter.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   
|(3) | Represents 1,358,597 shares of common stock
    issuable upon conversion of convertible preferred stock and
    789,026 shares issuable upon exercise of warrants. The address
    for CIBC WMC Inc. is 425 Lexington Avenue, New York, NY 10017.                                                                                                                                                                                                                                                                                                                                                                                                                  
|   
|(4) | Represents 509,474 shares issuable to Broad
    Street Associates, LLC, an affiliate of Whitney & Co.,
    upon conversion of convertible preferred stock; 455,206 shares
    issuable to J.H. Whitney Mezzanine Fund, L.P., an affiliate of
    Whitney & Co., upon exercise of warrants; 455,206
    shares issuable to Whitney Private Debt Fund, an affiliate of
    Whitney & Co., upon exercise of warrants; and 339,649
    shares issuable to Greenleaf Capital, L.P., an affiliate of
    Whitney & Co., upon conversion of convertible preferred
    stock. The address for each of the above named entities is 177
    Broad Street, Stamford, CT 06901.
|   
|(5) | Includes 218,042 shares subject to currently
    exercisable warrants. The address for Johnson & Johnson
    Development Corporation is One Johnson & Johnson Plaza,
    New Brunswick, New Jersey 08933.                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   
|(6) | Includes 1,002,193 shares issuable upon
    conversion of a convertible note payable, including accrued
    interest thereon, held by Elan Pharma International Limited.
    Also includes 422,467 shares held by Elan International
    Services, Ltd., an affiliate of Elan Pharma International
    Limited. The address for Élan Pharma International Limited
    is WIL House, Shannon Business Park, Shannon, County Clare,
    Ireland.                                                                                                                                                                                                                     

6



---



##### 



The following table sets forth certain equity
compensation plan information for our company as of
December 31, 2002.

|                                                                  |  |                     |           |                     |  |                     |      |  |  |  |           |    
|----------------------------------------------------------------- |  | ------------------- | --------- | ------------------- |  | ------------------- | ---- |  |  |  | --------- | ---
|                                                                  |  | Number of           |           |                     |  |                    
|                                                                  |  | Securities to be    |           |                     |  | Remaining Available
|                                                                  |  | Issued upon         |           | Weighted Average    |  | for Future Issuance
|                                                                  |  | Exercise of         |           | Exercise Price of   |  | under Equity       
|Plan Category                                                     |  | Outstanding Options |           | Outstanding Options |  | Compensation Plans 
|                                                                  |  |                     |           |                     |  |                    
|Equity compensation plans approved by security
    holders        |  |                     | 1,476,003 | (1)                 |  | $                   | 4.66 |  |  |  | 962,480   | (2)
|Equity compensation plans not approved by
    security holders(3) |  |                     | 97,366    |                     |  |                     | 1.78 |  |  |  | 105,420   |    
|                                                                  |  |                     |           |                     |  |                     |      |  |  |  |           |    
|Total                                                             |  |                     | 1,573,369 |                     |  | $                   | 4.48 |  |  |  | 1,067,900 |    



---



|    |                                                                                                                                                                                                                                                                                           
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Consists of (a) 1,448,553 shares of our
    common stock to be issued upon exercise of outstanding options
    under the 1998 Long-Term Incentive Plan and (b) 27,450
    shares of our common stock to be issued upon exercise of
    outstanding options under the Incentive Stock Plan.
|   
|(2) | Consists of 962,480 shares of our common
    stock reserved for issuance under the 1998 Long-Term Incentive
    Plan.                                                                                                                                                                     
|   
|(3) | Consists of shares of our common stock issuable
    under the 1999 Non-Qualified Stock Option Plan, which does not
    require the approval of, and has not been approved by, our
    companys stockholders. See the description below of the
    1999 Non-Qualified Stock Option Plan.  

Description of the 1999 Non-Qualified Stock
Option Plan

On March 7, 2000, our companys board
of directors adopted the 1999 Non-Qualified Stock Option Plan of
Women First HealthCare, Inc. (the 1999 Plan), under
which 250,000 shares of our common stock were reserved for
issuance upon the exercise of non-qualified stock options. The
1999 Plan is administered by the Compensation Committee of our
companys board of directors (or another committee or
subcommittee of the board assuming the functions of the
Compensation Committee under the 1999 Plan) (the
Committee). The principal purpose of the 1999 Plan
is to further our companys growth, development and
financial success by providing additional incentives to key
employees and independent consultants who have been or will be
given responsibility for the management or administration of our
companys business affairs. Non-qualified stock options may
be granted under the 1999 Plan to:



| |   |                                                                                                                                                                                              
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | key employees who are not officers or directors
    of our company,                                                                                                                          
|
| |  | newly hired employees who (i) have not
    previously been employed by our company, and (ii) with
    respect to whom options are to be granted as an inducement to
    join our company, and
|
| |  | consultants who are not officers or directors of
    our company.                                                                                                                            

The exercise price of the non-qualified stock
options must be at least 85% of the fair market value on the
date of the grant. The exercise price must be paid in full in
cash at the time of exercise or the Committee may, in its sole
and absolute discretion (i) allow a delay in payment up to
30 days from the date the option is exercised,
(ii) allow payment, in whole or in part, through the
delivery of shares of our common stock which have been held by
the holder for at least six months, (iii) allow payment, in
whole or in part, through the surrender of shares of our common
stock then issuable upon exercise of the option having a fair
market value on the date of option exercise equal to the
aggregate exercise price of the option or exercised portion
thereof, (iv) allow payment, in whole or in part, through
the delivery of property of any kind which constitutes full and
valuable consideration, (v) allow payment, in whole or in
part, through the delivery of a full recourse promissory note
bearing interest and payable upon such terms as may be
prescribed by the Committee or the board, (vi) allow
payment, in whole or in part, through the delivery of a notice
that the holder has placed a market sell order with respect to
shares of our common stock then issuable upon exercise of the
option, and that the broker has been directed to pay a
sufficient portion of the net proceeds of the sale to our
company in satisfaction of the option exercise price and any
applicable withholding or other employment taxes, and
(vii) allow payment through any combination of the
consideration provided in the foregoing subparagraphs (ii),
(iii), (iv), (v) and (vi).

7



---



##### 



The term of each option shall be ten years from
date of grant, unless otherwise set by the Committee in its
discretion. However, such term shall not exceed ten years. In
consideration for the granting of an option, the optionee must
agree to remain in the employ of (or to consult for) our company
or any subsidiary of our company for a period of at least one
year after the option is granted, unless otherwise provided by
the Committee or the stock option agreement. No options granted
under the 1999 Plan may be assigned or transferred by the
optionee, except by will, the laws of descent and distribution
or pursuant to a qualified domestic relations order, although
the shares underlying such options may be transferred if all
applicable restrictions have lapsed. During the lifetime of the
optionee, the option may be exercised only by the optionee,
unless the option has been dispersed pursuant to a qualified
domestic relations order.

In the event of a change in control or a
corporate transaction such as a merger or sale of all or
substantially all of the assets of our company, all options
outstanding under the 1999 Plan shall be fully vested and
exercisable as to all shares covered thereby, notwithstanding
anything to the contrary in the 1999 Plan or the provisions of
any option granted under the 1999 Plan. The Committee may offer
the optionees the right to exchange their vested options for
fully vested and exercisable options covering the stock of the
successor or survivor corporation, or a parent or subsidiary
thereof, with appropriate adjustments as to the number and kind
of shares and prices. The board or the Committee may amend,
suspend or modify the 1999 Plan at any time.



|         |                                                   
|-------- | --------------------------------------------------
|Item 13. | Certain Relationships and Related
    Transactions

In July 1998, we entered into a distribution
agreement with Ortho-McNeil Pharmaceutical, Inc., a subsidiary
of Johnson & Johnson, relating to Ortho-Est®
Tablets that we market and distribute. Johnson & Johnson
Development Corporation, another subsidiary of Johnson &
Johnson, beneficially owned approximately 6% of our common stock
as of March 31, 2003. The distribution agreement required
us to make minimum aggregate payments totaling
$47.5 million to Ortho-McNeil over the life of the contract
regardless of the actual sales performance of the product. This
agreement was terminated effective September 30, 2000, and
we entered into a new agreement, the Ortho-Est®
Asset Transfer & Supply Agreement, with Ortho-McNeil. Under
terms of the new agreement, Ortho-McNeil transferred to us all
of its right, title and interest in Ortho-Est®
Tablets effective January 1, 2001 and granted us an
exclusive license to use the Ortho-Est®
trademark effective January 1, 2001 until June 1,
2008. The new agreement reduced the minimum payment in 2000 from
$5.4 million to $4.7 million. No further minimum
payments are required under the new agreement. The new agreement
also provided for us to purchase Ortho-Est® Tablets
at Ortho-McNeils fully burdened manufacturing costs
through April 2002. During 2002, we paid Ortho-McNeil
$1.3 million to manufacture Ortho-Est® Tablets
for us. We subsequently entered into a contract with
Pharmaceutics International, Inc. for the supply of the
Ortho-Est® Tablets through June 2005.

In February 2002, we loaned Mr. Caporale and
Ms. Childs $100,000 and $350,000, respectively.
Mr. Caporale and Ms. Childs have entered into
promissory notes setting forth the terms of these loans. The
notes do not bear interest and are payable in full at the
earlier of (1) the executives termination of
employment, (2) the sale of our company or
(3) February 2017. There is no provision for forgiveness of
the loan. The notes are secured by the executives vested
stock options and are with full recourse. At March 31,
2003, neither officers vested stock options had any
realizable value.

In June 2002, we entered into a note and warrant
purchase agreement, preferred stock purchase agreement, security
agreement and registration rights agreements with CIBC WMC Inc.
and affiliates of Whitney & Co., LLC. We entered into
these agreements in connection with our private placement of our
convertible redeemable preferred stock, senior secured notes and
warrants. Under these agreements, CIBC WMC Inc. purchased from
us $13.0 million of our senior secured notes and
accompanying warrants to purchase common stock and
$8.0 million in initial stated value of our convertible
redeemable preferred stock. Affiliates of Whitney &
Co., LLC purchased from us $15.0 million of our senior
secured notes and accompanying warrants to purchase common stock
and $5.0 million in initial stated value of our convertible
redeemable preferred stock. Whitney & Co., LLC
purchased these securities from us through the following
affiliated entities: Broad Street Associates, LLC, J.H. Whitney
Mezzanine Fund, L.P., Whitney Private Debt Fund and Greenleaf
Capital, L.P. The note and warrant purchase agreement, preferred
stock purchase agreement, security agreement and registration
rights agreements, together with the certificate of designations
relating to our convertible redeemable preferred stock, set
forth the terms of our senior secured notes and

8



---



##### 



convertible preferred stock and include a number
of affirmative and negative covenants. We paid fees aggregating
$0.8 million to the investors in the financing and their
legal counsel. As a result of the transactions described above,
CIBC WMC Inc. beneficially owned approximately 8.6% of our
common stock as of March 31, 2003 and Whitney &
Co., LLC beneficially owned approximately 7.1% of our common
stock as of March 31, 2003.


In June 2002, we paid approximately
$2.0 million to CIBC World Markets Corp., an affiliate of
CIBC WMC Inc., for its role as our financial advisor and
placement agent in connection with the private placement of our
convertible redeemable preferred stock, senior secured notes and
warrants.

In April 2003, we entered into a binding term
sheet with CIBC WMC Inc. and affiliates of Whitney & Co.,
LLC to remedy specified defaults under our senior secured notes.
The term sheet provides for, among other things, the
restructuring of selected financial covenants in the senior
secured notes, the pledge of additional assets to secure our
obligations under the senior secured notes, the amendment of
selected terms of our convertible redeemable preferred stock and
the issuance of new warrants to purchase common stock to the
holders of our senior secured notes. As a condition to the
restructuring of our senior secured notes, we will be required
to have at least $2.5 million of additional capital, of
which Edward F. Calesa has committed to provide
$1.0 million. Our default under the senior secured notes
permits the note holders to accelerate the payment of our
indebtedness under the notes and seek to foreclose on the
collateral pledged to secure our indebtedness under the notes.
While we have entered into a binding term sheet with CIBC WMC
Inc. and affiliates of Whitney & Co., LLC to remedy the
defaults, we have not yet completed definitive documents to
implement the terms of the term sheet and the closing of the
restructuring is subject to conditions.

Dr. Kase, one of our directors, serves as a
consultant to us, and during 2002 he received a fee of $1,000
per month. He also received fees of $5,000 in 2002 for his
participation on our Health Advisory Board.

We reimburse a company owned by Mr. Calesa
for the use of his personal jet aircraft to transport our
employees, including Mr. Calesa, on business trips. The
reimbursements totaled $197,807 in 2002. The reimbursement is
equal to the amount of first class airfare when our officers use
the aircraft or coach fare when other employees use the aircraft.

Ms. Childs husband, Jonathan L.
Childs, is employed by us as our Director of Trade Relations.
During 2002, his salary and commissions totaled $246,830.

9



---



##### 



SIGNATURES

Pursuant to the requirements of Section 13
or 15(d) of the Securities Exchange Act of 1934, the registrant
has duly caused this Amendment No. 1 to Form 10-K to
be signed on its behalf by the undersigned, thereunto duly
authorized.



| |                             
| | ----------------------------
| | WOMEN FIRST HEALTHCARE, INC.



| |     |                        
| | --- | -----------------------
| | By: | /s/ CHARLES M. CAPORALE

| |                                 
| | --------------------------------
| |                                 
| | Charles M. Caporale,            
| | Vice President, Chief Financial 
| | Officer, Treasurer and Secretary
|
| | Date: April 30, 2003            

10



---



##### 



CERTIFICATIONS

I, Edward F. Calesa, Chairman, President and
Chief Executive Officer of Women First HealthCare, Inc., certify
that:

1.     I have reviewed
this annual report on Form 10-K, as amended by this Form
10-K/A, of Women First HealthCare, 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 officer 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:

a) designed such disclosure controls and
procedures to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made
known to us by others within those entities, particularly during
the period in which this annual report is being prepared;

b) evaluated the effectiveness of the
registrants disclosure controls and procedures as of a
date within 90 days prior to the filing date of this annual
report (the Evaluation Date); and

c) presented in this annual report our
conclusions about the effectiveness of the disclosure controls
and procedures based on our evaluation as of the Evaluation Date;

5.     The
registrants other certifying officer 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):

a) all significant deficiencies in the
design or operation of internal controls which could adversely
affect the registrants ability to record, process,
summarize and report financial data and have identified for the
registrants auditors any material weaknesses in internal
controls; and

b) any fraud, whether or not material, that
involves management or other employees who have a significant
role in the registrants internal controls; and

6.     The
registrants other certifying officer 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 30, 2003 |  | /s/ EDWARD F. CALESA
    ----------------------------------------------
    Edward F. Calesa,Chairman, President and Chief Executive Officer

11



---



##### 



I, Charles M. Caporale, Vice-President, Chief
Financial Officer, Treasurer and Secretary of Women First
HealthCare, Inc., certify that:

1.     I have reviewed
this annual report on Form 10-K, as amended by this Form
10-K/A, of Women First HealthCare, 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 officer 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:

a) designed such disclosure controls and
procedures to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made
known to us by others within those entities, particularly during
the period in which this annual report is being prepared;

b) evaluated the effectiveness of the
registrants disclosure controls and procedures as of a
date within 90 days prior to the filing date of this annual
report (the Evaluation Date); and

c) presented in this annual report our
conclusions about the effectiveness of the disclosure controls
and procedures based on our evaluation as of the Evaluation Date;

5.     The
registrants other certifying officer 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):

a) all significant deficiencies in the
design or operation of internal controls which could adversely
affect the registrants ability to record, process,
summarize and report financial data and have identified for the
registrants auditors any material weaknesses in internal
controls; and

b) any fraud, whether or not material, that
involves management or other employees who have a significant
role in the registrants internal controls; and

6.     The
registrants other certifying officer 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 30, 2003 |  | /s/ CHARLES M. CAPORALE
    ----------------------------------------------
    Charles M. CaporaleVice President, Chief Financial Officer,
    Treasurer and Secretary

12