<PAGE>
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q


             QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


                For the quarterly period ended SEPTEMBER 30, 2001


                         Commission File Number 1-13388



                               GUIDANT CORPORATION
             (Exact name of Registrant as specified in its charter)


                  INDIANA                                   35-1931722
         (State or other jurisdiction of                 (I.R.S. Employer
         incorporation or organization)                 Identification No.)


                         111 MONUMENT CIRCLE, 29TH FLOOR
                        INDIANAPOLIS, INDIANA 46204-5129
                    (Address of principal executive offices)


       Registrant's telephone number, including area code: (317) 971-2000

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.


Yes   X        No
    -----         -----



The number of shares of common stock outstanding as of November 7, 2001:

               Class                  Number of Shares Outstanding
               ------                 ----------------------------
               Common                        304,727,224






<PAGE>
                                     PART I
                              FINANCIAL INFORMATION


Item 1.  Financial Statements


                               GUIDANT CORPORATION
                        CONSOLIDATED STATEMENTS OF INCOME
                  (Dollars in millions, except per share data)
                                   (unaudited)

<TABLE>
<CAPTION>
                                                                         THREE MONTHS ENDED          NINE MONTHS ENDED
                                                                            SEPTEMBER 30,                SEPTEMBER 30,
                                                                  ----------------------------     ------------------------
                                                                      2001             2000           2001           2000

<S>                                                                  <C>              <C>          <C>            <C>
Net sales.....................................................       $661.6           $600.8       $1,988.9       $1,899.9

Cost of products sold..........................................       165.0            149.2          490.1          452.3
                                                                     ------           ------       --------       --------

       Gross profit............................................       496.6            451.6        1,498.8         1447.6

Research and development.......................................        95.1             85.6          278.5          265.0
Sales, marketing, and administrative...........................       200.0            173.4          616.0          550.9
Interest, net..................................................         7.1             14.0           25.5           42.8
Royalties, net.................................................        10.2             10.3           30.6           38.8
Amortization...................................................        10.8             10.3           32.6           33.2
Other, net.....................................................         3.4             (7.1)           9.2           (8.4)
Foundation contribution........................................        10.0             --             10.0           10.8
Litigation settlement gain, net................................       (10.0)           (12.9)         (10.0)         (23.7)
Special charge.................................................        --               --             25.0           --
                                                                     ------           ------       --------       --------
Income before income taxes ....................................       170.0            178.0          481.4          538.2

Income taxes...................................................        47.6             55.2          132.5          172.3
                                                                     ------           ------       --------       --------
       Net income..............................................      $122.4           $122.8       $  348.9       $  365.9
                                                                     ======           ======       ========       ========
Earnings per share - basic.....................................      $ 0.41           $ 0.41       $   1.16       $   1.22
                                                                     ======           ======       ========       ========
Earnings per share - diluted...................................      $ 0.40           $ 0.40       $   1.14       $   1.18
                                                                     ======           ======       ========       ========
</TABLE>




See notes to consolidated financial statements.




                                       2


<PAGE>
                               GUIDANT CORPORATION
                           CONSOLIDATED BALANCE SHEETS
                              (Dollars in millions)

                                                SEPTEMBER 30,   DECEMBER 31,
                                                   2001            2000
                                                -------------   ------------
                                                (unaudited)
ASSETS

CURRENT ASSETS
Cash and cash equivalents ....................   $    354.5     $    163.0

Short-term investments .......................          5.7            5.6

Accounts receivable, net of allowances
       of $24.2(2001) and $18.3(2000) ........        625.0          587.8

Other receivables ............................         30.8           23.4

Inventories ..................................        249.3          225.6

Deferred income taxes ........................        139.0          137.1

Prepaid expenses .............................         37.9           19.8
                                                 ----------     ----------
       Total Current Assets ..................      1,442.2        1,162.3

OTHER ASSETS
Goodwill, net of allowances
       of $136.5(2001) and $132.8(2000) ......        430.4          451.3

Other intangible assets, net of allowances
       of $59.9(2001) and $47.7(2000) ........        189.6          191.2

Deferred income taxes ........................         37.2           52.0

Investments ..................................         41.1           38.7

Sundry .......................................         47.7           50.4

Property and equipment, net of accumulated
       depreciation of $445.8 (2001) and
       $403.7 (2000) .........................        604.2          575.5
                                                 ----------     ----------
                                                 $  2,792.4     $  2,521.4
                                                 ==========     ==========


See notes to consolidated financial statements.




                                       3

<PAGE>
                               GUIDANT CORPORATION
                           CONSOLIDATED BALANCE SHEETS
                              (Dollars in millions)


                                                    SEPTEMBER 30,  DECEMBER 31,
                                                       2001           2000
                                                    -------------  ------------
                                                    (unaudited)

LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES
Accounts payable...................................   $   60.5      $   59.2

Employee compensation..............................       92.7         126.8

Other liabilities..................................      171.3         139.3

Income taxes payable...............................      104.3          83.9

Short-term debt....................................      350.0         300.0
                                                      --------      --------
       Total Current Liabilities...................      778.8         709.2


NONCURRENT LIABILITIES
Long-term debt.....................................      498.5         508.9

Other  ............................................      120.0         119.8
                                                      --------      --------
                                                         618.5         628.7

Commitments and contingencies......................        --            --

SHAREHOLDERS' EQUITY
Common stock, no par value:
       Authorized shares: 1,000,000,000
       Issued shares:     309,018,000 (2001)             226.1         214.9
                          308,476,000 (2000)

Additional paid-in capital.........................      184.3         167.8

Retained earnings..................................    1,255.4         906.5

Deferred cost, ESOP................................      (31.6)        (35.4)

Treasury stock, at cost
       Shares: 4,590,000 (2001)....................     (176.9)         --

Accumulated other comprehensive income ............      (62.2)        (70.3)
                                                      --------      --------
                                                       1,395.1       1,183.5
                                                      --------      --------
                                                      $2,792.4      $2,521.4
                                                      ========      ========

See notes to consolidated financial statements.





                                       4

<PAGE>
                               GUIDANT CORPORATION
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                              (Dollars in millions)
                                   (unaudited)

                                                           NINE MONTHS ENDED
                                                              SEPTEMBER 30,
                                                          -------------------
                                                          2001           2000
                                                          ----           ----
CASH PROVIDED BY OPERATING ACTIVITIES:
     Net income......................................... $ 348.9       $ 365.9

ADJUSTMENTS TO RECONCILE NET INCOME TO CASH
 PROVIDED BY OPERATING ACTIVITIES:
     Depreciation.......................................    71.9          65.5
     Amortization of goodwill and other
       intangible assets................................    32.6          33.2
     Provision for inventory and other losses...........    61.6          29.2
     Other noncash expenses, net........................    45.2          43.0
                                                         -------       -------
                                                           560.2         536.8
CHANGES IN OPERATING ASSETS AND LIABILITIES:
     Receivables, increase..............................   (69.5)        (98.0)
     Inventories, increase..............................   (76.7)        (13.3)
     Prepaid expenses and other assets,
        increase........................................   (15.8)         (9.1)
     Accounts payable and accrued liabilities,
        decrease........................................   (32.1)         (1.9)
     Income taxes payable, increase ....................    31.8         101.2
     Other liabilities, increase (decrease).............    50.6         (57.6)
                                                         -------       -------

NET CASH PROVIDED BY OPERATING ACTIVITIES...............   448.5         458.1

INVESTING ACTIVITIES:
     Additions of property and equipment, net...........  (105.4)       (109.5)
     Impulse Dynamics Option............................    --          (125.0)
     Purchases of available-for-sale investments........    (4.0)         (3.2)
     Sale/maturity of investments.......................     1.2           3.1
     Increase in other assets, net......................   (10.7)         (8.2)
                                                         -------       -------

NET CASH USED FOR INVESTING ACTIVITIES..................  (118.9)       (242.8)

FINANCING ACTIVITIES:
     Increase in borrowings, net........................    42.1           4.3
     Purchase of common stock and other capital
        transactions....................................  (182.8)       (162.9)
                                                         -------       -------

NET CASH USED FOR FINANCING ACTIVITIES..................  (140.7)       (158.6)

Effect of Exchange Rate Changes on Cash.................     2.6          (3.9)
                                                         -------       -------

NET INCREASE IN CASH AND CASH EQUIVALENTS...............   191.5          52.8

Cash and Cash Equivalents at Beginning of Period........   163.0          27.8
                                                         -------       -------

CASH AND CASH EQUIVALENTS AT END OF PERIOD.............. $ 354.5       $  80.6
                                                         =======       =======




See notes to consolidated financial statements.





                                       5
<PAGE>
                               GUIDANT CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                  (Dollars in millions, except per share data)
                                   (unaudited)

NOTE 1 - BASIS OF PRESENTATION

The accompanying unaudited consolidated 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 of the information
necessary for a fair presentation of results of operations, financial position,
and cash flows in conformity with generally accepted accounting principles.
Operating results from interim periods are not necessarily indicative of results
that may be expected for the fiscal year as a whole. In the opinion of
management, the consolidated financial statements reflect all adjustments
(consisting of normal recurring accruals) considered necessary for a fair
presentation of the Company's results for the periods presented. The preparation
of financial statements in conformity with generally accepted accounting
principles requires management to make estimates and assumptions that affect the
reported amounts of assets, liabilities, revenues, expenses, and related
disclosures at the date of the financial statements and during the reporting
period. Actual results could differ from these estimates.

For further information, refer to the consolidated financial statements and
notes thereto included in the Company's Annual Report on Form 10-K for the year
ended December 31, 2000.

NOTE 2 - INVENTORIES

Inventories consisted of the following:

                                             SEPTEMBER 30,     DECEMBER 31,
                                                 2001              2000
                                             -------------     ------------
         Finished products                      $139.6            $133.0
         Work in process                          54.7              44.0
         Raw materials and supplies               55.0              48.6
                                                ------            ------
                                                $249.3            $225.6
                                                ======            ======







                                       6

<PAGE>
                               GUIDANT CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 3 - EARNINGS PER SHARE

The following table sets forth the computation of earnings per share:


<TABLE>
<CAPTION>
                                             THREE MONTHS ENDED   NINE MONTHS ENDED
                                               SEPTEMBER 30,        SEPTEMBER 30,
                                             ------------------   -----------------
                                              2001       2000      2001      2000
                                              ----       ----      ----      ----
<S>                                          <C>       <C>       <C>       <C>
Net income ...............................   $ 122.4   $ 122.8   $ 348.9   $ 365.9
                                             =======   =======   =======   =======

Weighted-average common shares outstanding    299.25    301.10    301.19    300.78

Effect of employee stock options .........      3.60      9.22      4.77      9.57
                                             -------   -------   -------   -------

Weighted-average common shares outstanding
   and assumed conversions ...............    302.85    310.32    305.96    310.35
                                             =======   =======   =======   =======

Earnings per share - basic ...............   $  0.41   $  0.41   $  1.16   $  1.22
                                             =======   =======   =======   =======

Earnings per share - diluted .............   $  0.40   $  0.40   $  1.14   $  1.18
                                             =======   =======   =======   =======
</TABLE>


During the third quarter of 2001, approximately 25 million potential common
shares were not included in the computation of earnings per share-diluted since
they were anti-dilutive.

NOTE 4  - COMPREHENSIVE INCOME

Comprehensive income comprises net income adjusted for the changes in foreign
currency translation adjustments and unrealized gains or losses on foreign
currency derivative contracts and available-for-sale securities. For the third
quarter of 2001 and 2000, comprehensive income was $148.4 million and $108.6
million, respectively. Comprehensive income for the nine months ended September
30, 2001 and 2000 was $357.0 million and $343.5 million, respectively.

NOTE 5 - SEGMENT INFORMATION

                          THREE MONTHS ENDED            NINE MONTHS ENDED
                             SEPTEMBER 30,                SEPTEMBER 30,
GEOGRAPHIC INFORMATION:   2001          2000           2001          2000
                          ----          ----           ----          ----
NET SALES(1):
United States           $  457.8     $    419.8     $  1,389.9     $  1,349.3
International              203.8          181.0          599.0          550.6
                        --------     ----------     ----------     ----------

                        $  661.6     $    600.8     $  1,988.9     $  1,899.9
                        ========     ==========     ==========     ==========

(1) Revenues are attributed to countries based on location of the customer.




                                       7

<PAGE>
                               GUIDANT CORPORATION
                    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 5 - SEGMENT INFORMATION (CONTINUED)

                                SEPTEMBER 30,              DECEMBER 31,
LONG-LIVED ASSETS:                  2001                       2000
                                    ----                       ----

United States                       $543.5                    $523.5
International                         60.7                      52.0
                                    ------                    ------
                                    $604.2                    $575.5
                                    ======                    ======

                               THREE MONTHS ENDED          NINE MONTHS ENDED
NET SALES OF CLASSES              SEPTEMBER 30,              SEPTEMBER 30,
OF SIMILAR PRODUCTS:            2001        2000           2001         2000
                                ----        ----           ----         ----


Vascular intervention          $290.4      $255.6        $  893.9    $  886.4
Cardiac rhythm management       328.0       305.7           972.7       913.0
Endovascular solutions           25.2        27.2            68.8        59.8
Cardiac surgery                  18.0        12.3            53.5        40.7
                               ------        ----        --------        ----

                               $661.6      $600.8        $1,988.9    $1,899.9
                               ======      ======        ========    ========

NOTE 6 - SPECIAL CHARGE

Guidant recorded a $25.0 million pre-tax special charge to first quarter
earnings to account for expenses for a field action related to the
first-generation VENTAK(R) PRIZM(TM) Implantable Defibrillator and the voluntary
recall of the ANCURE(R) ENDOGRAFT(R) System. Management believes that this
amount will be sufficient to fund all expenses related to these two actions.

NOTE 7 - NEW ACCOUNTING PRONOUNCEMENTS

On July 20, 2001, the Financial Accounting Standards Board (FASB) issued SFAS
141, Business Combinations, and SFAS 142, Goodwill and Other Intangible Assets.
These two statements modify the method of accounting for business combinations
entered into after June 30, 2001, and address accounting for goodwill and
intangible assets. Under SFAS 141, all business combinations initiated after
June 30, 2001, will be accounted for using the purchase method. Under SFAS 142,
goodwill will no longer be amortized, but will be subject to annual impairment
tests. The Company's goodwill amortization expense is approximately $30 million
after-tax annually. SFAS 142 will be adopted by Guidant on January 1, 2002.

On October 3, 2001, the FASB issued SFAS 144, Accounting for the Impairment and
or Disposal of Long-Lived Assets. This statement addresses the financial
accounting and reporting for the impairment and disposal of long-lived assets.
It supercedes and addresses significant issues relating to the implementation of
SFAS 121, Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to Be Disposed Of. SFAS 144 retains many of the fundamental provisions of
SFAS 121 and establishes a single accounting model, based on the framework
established in SFAS 121, for long-lived assets to be disposed of by sale,
whether previously held and used or newly acquired. Guidant will adopt this
standard on January 1, 2002. The application of SFAS 144 is not expected to have
a material impact on the Company's results of operations and financial position.





                                       8

<PAGE>
                               GUIDANT CORPORATION
                    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 8 - CONTINGENCIES

The Company is a party to various legal actions that have arisen in the normal
course of business. The following is a listing of cases in which Guidant is a
defendant or has sought declaratory relief as a result of claims being made by a
third party which are required to be disclosed under generally accepted
accounting principles. A listing of additional cases in which the Company is
involved is available in the Company's most recent reports on Form 10-K and Form
10-Q filed with the Securities and Exchange Commission.

On October 3, 1997, Cordis Corporation (Cordis), a subsidiary of Johnson &
Johnson, filed suit against the Company alleging that the sale of the MULTI-LINK
Coronary Stent System infringes the Palmaz/Schatz patents owned by Cordis. On
April 3, 2000, the parties agreed to dismiss all patent litigation between them
and resolve remaining disputes in future arbitration proceedings. As part of the
agreement, the parties received licenses to the other's patents involved in the
disputes. The arbitration proceedings will determine what payments, if any, need
to be made. In the arbitration proceeding regarding the Palmaz/Schatz patents,
Cordis is allowed to assert a limited number of claims from the following United
States patents: 5,102,417; 4,733,762; and 5,902,332. The arbitration process
began on October 1, 2001, and the parties are in the process of selecting an
arbitration panel.

On February 18, 1998, Arterial Vascular Engineering, Inc. (n/k/a Medtronic AVE,
Inc.), filed suit against the Company's subsidiary, Advanced Cardiovascular
Systems, Inc. (ACS), in the District Court of Delaware alleging that the sale of
the ACS MULTI-LINK Coronary Stent System infringes certain patents owned by
Medtronic AVE. The suit is consolidated with a suit by ACS alleging infringement
by Medtronic AVE of certain ACS stent patents. The Medtronic AVE complaint also
alleges misappropriation of trade secrets and breach of a confidentiality
agreement by ACS. In the lawsuit, Medtronic AVE is seeking injunctive relief,
monetary damages, and to invalidate ACS stent patents asserted against Medtronic
AVE. The Court has approved a joint motion to stay the litigation until
September 2002.

On August 20, 2001, the Company and Cook Incorporated (Cook) announced that they
had entered into an agreement pursuant to which the Company will act as
worldwide exclusive distributor for a new Paclitaxel coated coronary stent to be
developed and manufactured by Cook. On September 10, 2001, Boston Scientific
Corporation (BSC) sent a Notice of Dispute to Cook alleging that Cook's
agreement with the Company appears to constitute actual and anticipatory
breaches of a License Agreement with Angiotech Pharmaceuticals, Inc. (Angiotech)
granting licenses to BSC and Cook. BSC's letter also threatened that BSC would
commence arbitration. On October 11, 2001, the Company and Cook filed suit
against BSC in the United States District Court for the Southern District of
Indiana requesting relief from the Court including a finding that the agreement
between the Company and Cook is not a breach of the Angiotech license agreement
and preventing BSC from pursuing arbitration against Cook. On October 11, 2001,
Cook received notice that BSC had filed a Notice of Arbitration against Cook.

The Company believes that it has substantial and meritorious defenses against
the above claims and intends to vigorously contest them. While it is not
possible to predict or determine the outcomes of the legal actions brought
against it, or to provide an estimate of any additional losses, if any, that may
arise, the Company believes the costs associated with all of these actions will
not have a material adverse effect on its consolidated financial position or
liquidity, but could possibly be material to the consolidated results of
operations of any one period.

Further, additional claims may be asserted in the future relative to events
currently unknown to management. Management believes that the Company's risk
management practices, including insurance coverage, are reasonably adequate to
protect against potential product liability losses.







                                       9
<PAGE>

                               GUIDANT CORPORATION
                    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 9 - SUBSEQUENT EVENT

On October 25, 2001, Guidant entered into an agreement with Metamorphic Surgical
Devices, LLC, to purchase technology pertaining to the development of embolic
protection devices. If certain milestones are met, the Company may be required
to pay up to $15 million during the fourth quarter of 2001 and an additional $3
million thereafter. Fourth quarter 2001 payments will be recorded as in-process
research and development expense, as the technological feasibility of these
products has not been established and they have no alternative uses.









                                       10
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
        FINANCIAL CONDITION

Guidant Corporation pioneers lifesaving technology, giving an opportunity for a
better life today to 7 million cardiac and vascular patients worldwide. The
Company, driven by a strong entrepreneurial culture of 10,000 employees,
develops, manufactures, and markets a broad array of products and services that
enable less invasive care for some of life's most threatening medical
conditions. Guidant offers: i) coronary and peripheral stent systems, balloon
dilatation catheters, and related accessories used for opening blocked arteries;
ii) implantable defibrillator systems, which are used to detect and treat
abnormally fast heart rhythms (tachycardia); iii) implantable pacemaker systems
used to manage slow or irregular heart rhythms (bradycardia); iv) implantable
cardiac resynchronization therapy for the treatment of heart failure; v)
products for use in minimally invasive endovascular procedures, including the
treatment of abdominal aortic aneurysms (AAA); vi) products to perform leading
edge cardiac surgery procedures such as Off Pump Coronary Revascularization with
Endoscopic Saphenous vein harvesting (OPCRES); and vii) intravascular
radiotherapy systems for artery disease. Guidant has principal operations in the
United States, Western Europe, and Japan. The Company markets its products in
nearly 100 countries through a direct sales force in the United States and a
combination of direct sales representatives and independent distributors in
international markets. As used herein, the terms "the Company" and "Guidant"
mean Guidant Corporation and/or its subsidiaries.










                                       11
<PAGE>
The following tables are summaries of the Company's net sales and major
expenses. For purposes of analysis and discussion herein, the Company employs
the concepts of operating expenses and operating income. Operating expenses are
defined as research and development and sales, marketing, and administrative
expenses. Operating income is defined as gross profit less operating expenses.


<TABLE>
<CAPTION>
                                        THREE MONTHS ENDED       NINE MONTHS ENDED
                                           SEPTEMBER 30,           SEPTEMBER 30,
                                        ------------------       -----------------
                                          2001      2000          2001      2000
                                          ----      ----          ----      ----
                                                    (Dollars in millions)
                                                         (unaudited)
<S>                                       <C>       <C>         <C>        <C>
Net sales                                 $661.6    $600.8      $1,988.9   $1,899.9

Cost of products sold                      165.0     149.2         490.1      452.3
                                          ------    ------      --------   --------
     Gross profit                          496.6     451.6       1,498.8    1,447.6

Research and development                    95.1      85.6         278.5      265.0
Sales, marketing, and administrative       200.0     173.4         616.0      550.9
                                          ------    ------      --------   --------
     Operating expenses                    295.1     259.0         894.5      815.9

Operating income                          $201.5    $192.6      $  604.3   $  631.7
                                          ======    ======      ========   ========
</TABLE>
                                               AS A PERCENT OF NET SALES
                                        -------------------------------------
                                        THREE MONTHS ENDED  NINE MONTHS ENDED
                                           SEPTEMBER 30,       SEPTEMBER 30,
                                        ------------------  -----------------
                                          2001      2000     2001       2000
                                          ----      ----     ----       ----


Net sales                                100.0%     100.0%    100.0%   100.0%

Cost of products sold                     24.9       24.8      24.6     23.8
                                         -----      -----     -----    -----
     Gross profit                         75.1       75.2      75.4     76.2

Research and development                  14.4       14.2      14.0     14.0
Sales, marketing, and administrative      30.2       28.9      31.0     29.0
                                         -----      -----     -----    -----

     Operating expenses                   44.6       43.1      45.0     43.0

Operating income                          30.5%      32.1%     30.4%    33.2%
                                         =====      =====     =====    =====







                                       12
<PAGE>
OPERATING RESULTS - THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2001

The Company had worldwide net sales of $661.6 million for the three months ended
September 30, 2001, reflecting an increase of $60.8 million or 10% compared to
the same period in 2000. Growth on a constant currency basis was 12% or an
additional $9.4 million in sales. Growth in unit volume of 17% increased net
sales, while price declines decreased net sales 5%. Guidant's sales performance
was balanced geographically showing growth from all of its global operations
compared to the third quarter of 2000. U.S. sales grew 9% and even with a
negative currency impact, growth was 13% in Europe, 11% in Japan, and 15% in the
remaining international geographies. On a constant currency basis, growth was
14% in Europe, 22% in Japan, and 28% in the remaining international geographies.
Sales for the nine months ended September 30, 2001, of $1,988.9 million,
increased $89.0 million or 5% over the same period in 2000. Unit volume growth
of 11% increased net sales, while price declines of 4% and an unfavorable
foreign currency exchange rate impact of 2% decreased net sales.

Worldwide coronary stent system revenues were $192.7 million for the three
months ended September 30, 2001, reflecting a 17% increase over the same period
in 2000. U.S. sales were $135.1 million for the third quarter of 2001, a 21%
increase over third quarter 2000 results. Third quarter average selling prices
for stent systems in the U.S. decreased by 12% compared to the same period in
the prior year and by less than 6% compared to the second quarter 2001. Special
one-time pricing was offered to certain accounts during the third quarter of
2001 as part of a program to compete for sales in the rapid exchange portion of
the coronary stent market due to a competitor's exit from that business.
Consistent with our experience over the past several quarters, the Company
believes that pricing declines of 1-3% sequentially (without considering the
additional impact of 2001 third quarter special one-time pricing) could continue
on such systems in future quarters. Worldwide stent revenues were $593.1 million
for the nine months ended September 30, 2001, compared to $616.6 million for
same period in 2000.

U.S. coronary stent system sales growth was driven by the acceptance of the
MULTI-LINK PENTA(TM) Coronary Stent System launched in June 2001. The MULTI-LINK
PENTA, Guidant's fifth and most advanced broad use coronary stent system,
contains technological innovations designed to help physicians better access and
treat blockages in coronary arteries. In Europe, coronary stent system sales
growth of 11% for the third quarter of 2001 compared to the same period in the
prior year was driven by the performance of the MULTI-LINK PIXEL(TM) Coronary
Stent System, designed for small diameter vessels. The MULTI-LINK PIXEL received
FDA approval in June 2001,






                                       13

<PAGE>
but will not achieve full U.S. distribution until the fourth quarter of 2001. On
August 15, 2001, Guidant announced initial implants of its next generation bare
metal stent, the MULTI-LINK VISION(TM) Coronary Stent System. The MULTI-LINK
VISION incorporates a cobalt-chromium alloy, enabling a lower profile and more
deliverability, while maintaining radiopacity (visibility) and radial strength.

On November 5, 2001, Guidant announced that it received FDA approval of the
GALILEO(TM) Intravascular Radiotherapy System for the treatment of in-stent
restenosis. The GALILEO System was approved in Europe in May 2000. In-stent
restenosis is the recurrence of a blockage in a coronary artery that had been
previously propped open with a coronary stent. This condition affects as many as
20% of patients treated with coronary stents each year. Radiation therapy is
currently the only FDA approved method to treat in-stent restenosis. The GALILEO
System has been shown to statistically reduce the rate of restenosis when
treating in-stent restenosis by as much as 67%. As additional data becomes
available, the Company continues to evaluate other potential indications for
intravascular radiotherapy. Guidant will launch the GALILEO System in November
2001.

Angioplasty system and accessory sales of $91.6 million increased 5% for the
three months ended September 30, 2001, compared to the three months ended
September 30, 2000. Worldwide sales growth of these products was 8% on a
constant currency basis. Angioplasty sales for the nine months ended September
30, 2001, were $287.7 million, an increase of 10% from the same period in 2000.
Guidant received FDA approval in March 2001 for the POWERSAIL(TM) and
HIGHSAIL(TM) high-pressure Coronary Dilatation Catheters. POWERSAIL is on the
rapid exchange platform, while HIGHSAIL is an over-the-wire device.

Pacemaker product sales were $150.9 million for the three months ended September
30, 2001, compared to $140.1 million for the same period in 2000, representing
8% growth worldwide, 9% on a constant currency basis. Sales growth was led by
the U.S. at 10%, which can be attributed in part to a 16% increase in the U.S.
sales organization over the past twelve months. Sales of pacemaker products for
the first nine months of 2001 were $440.5 million compared to $407.1 million in
the first nine months of 2000, representing growth of 8%. The benefits of
dual-blended sensing, industry-leading electrogram storage, and atrial
management features continue to be well received in the market. In October 2001,
Guidant announced the CE Mark approval of its next generation INSIGNIA(TM)
Pacing System. The INSIGNIA family of pacemakers offers






                                       14
<PAGE>

proprietary blended-sensor technology designed to measure patient workload
through respiration and motion, providing optimal rate response based on the
patient's activity. INSIGNIA also contains Guidant's popular Ventricular Rate
Response technology to address symptoms brought about due to abnormal atrial
rhythms. The INSIGNIA offers greater longevity, reduced size, and enhanced
diagnostics, along with the atrial and ventricular features offered in the
current PULSAR MAX II family.

Worldwide implantable defibrillator system sales of $177.1 million grew 7% in
the third quarter of 2001 compared to the same period a year ago. U.S. sales
totaled $140.1 million for the third quarter of 2001, representing 2% growth
over the prior year. International sales growth was 32% and was driven in part
by the increasing use of cardiac resynchronization devices for heart failure.
Guidant is a pioneer in medical solutions for heart failure, a medical condition
in which the heart is unable to pump enough blood to meet the metabolic needs of
the body. It affects well over 5 million people in the U.S., an estimated 6.5
million in Europe, and 2.4 million in Japan. Guidant first released its family
of products designed specifically for the treatment of patients with heart
failure, the CONTAK CD(TM) and CONTAK TR(TM) systems, in Europe in November
1999. On July 18, 2001, Guidant announced the European market release of its
CONTAK RENEWAL(TM) Cardiac Resynchronization Therapy Defibrillator. The RENEWAL
device for heart failure treatment contains new therapeutic and diagnostic
capabilities that are designed to help physicians better manage their patients'
conditions. The Company also announced the first human implants worldwide of the
CONTAK RENEWAL 2, the third generation device to treat patients with heart
failure. Sales of these devices were included in reported implantable
defibrillator and pacemaker sales, as appropriate. For the nine months ended
September 30, 2001, implantable defibrillator system sales were $532.2 million,
representing growth of $26.2 million or 5% over the first nine months of 2000.

Guidant applied for FDA approval of the CONTAK CD in February 2001. On July 10,
2001, the Company presented an initial analysis of clinical results of Guidant's
CONTAK CD cardiac resynchronization defibrillator trial to an advisory panel of
the FDA. Based on the presentation, the panel voted not to recommend the CONTAK
CD for approval. The Company submitted a PMA amendment to the FDA on September
6, 2001, providing additional data, including more patients, longer follow-up,
and statistical analysis encompassing all groups of patients. Guidant continues
to work closely with the FDA to bring this product to market in a timely manner.
While the FDA is in control of the approval process, Guidant is taking the
necessary steps to prepare for product approval by training the sales force and
building inventory.







                                     15
<PAGE>
Sales of endovascular solutions products were $25.2 million for the third
quarter of 2001, compared to $27.2 million in the third quarter of 2000. These
sales include Guidant's ANCURE(R) ENDOGRAFT(R) System and accessories for the
treatment of abdominal aortic aneurysms as well as peripheral vascular products.
Peripheral vascular disease, which is characterized by reduced blood flow to the
lower extremities due to atherosclerosis, affects more than 12 million people in
North America and Europe, with approximately 600,000 newly diagnosed cases each
year. Sales for the third quarter of 2001 were less than the third quarter of
2000 when Guidant had three months of full market release of the ANCURE system.
Sales of the ANCURE System were voluntarily halted in March 2001 as a result of
Guidant's identification of certain deficiencies in the ANCURE-related
regulatory processes and communications with the FDA. In August 2001, the
Company received FDA approval of the required PMA supplements, which allowed the
return to a full market release of the ANCURE System. For the nine months ended
September 30, 2001, endovascular solutions product sales were $68.8 million
compared to $59.8 million during the same period in the prior year.

Sales of cardiac surgery products were $18.0 million for the three months ended
September 30, 2001, compared to $12.3 million for the three months ended
September 30, 2000, representing growth of 46%. For the first nine months of
2001, these sales were $53.5 million as compared to $40.7 million in the first
nine months of 2000. Cardiac surgery sales include the VASOVIEW(R) Endoscopic
Vessel Harvesting System and the AXIUS(TM) Off-Pump Stabilization System.
Together these two systems comprise Off Pump Coronary Revascularization with
Endoscopic Saphenous vein harvesting (OPCRES). The AXIUS System combines
proprietary technology that enables the physician to access the back portion of
the heart with Guidant's off-pump (beating heart) multi-vessel coronary artery
bypass grafting system. This allows for bypass procedures without stopping the
patient's heart and eliminates the need for a patient to be placed on a
heart-lung machine. Beating heart procedures potentially reduce post-operative
hospital stay, cost, neuro-cognitive effects, and surgical complications, while
preserving the clinical outcomes associated with conventional surgery.

For the three months ended September 30, 2001, cost of products sold represented
24.9% of net sales which was stable with the prior year third quarter at 24.8%.
Cost of products sold as a percentage of net sales was 24.6% for the first nine
months of 2001 compared to 23.8% for the first nine months of 2000. The increase
was driven by the impact of foreign exchange and a shift in product mix.






                                       16
<PAGE>
Guidant continued to invest aggressively in research and development due to its
commitment to bring a new level of lifesaving cardiac and vascular technology to
patients. Research and development expense was $95.1 million for the third
quarter of 2001, or 14.4% of net sales, compared to $85.6 million in the third
quarter of 2000, or 14.2% of net sales. Research and development spending for
the nine months ended September 30, 2001 and 2000, was $278.5 million and $265.0
million, respectively. In addition to investments in the development of
next-generation models of existing product lines, research and development
spending in 2001 includes: (i) development of implantable resynchronization
therapy for the treatment of heart failure; (ii) research related to
drug-eluting stents for the prevention and treatment of artery disease; (iii)
development of intravascular radiotherapy devices for artery disease; (iv)
development of peripheral stents, balloons, guidewires, embolic protection
devices, and other devices used to treat peripheral vascular disease, including
carotid and neurovascular occlusions; and (v) development of treatments for
atrial arrhythmias. The Company intends to continue its aggressive research and
development spending to maintain its commitment to bring new technologies to
patients and provide cost-effective therapies to treat cardiovascular and
vascular diseases.

Guidant's research and development efforts have yielded key clinical milestones.
The Company announced that it has completed enrollment of 360 patients in the
ACTION study supporting the PHARMA-LINK(TM) Drug-Eluting Stent Program. The
PHARMA-LINK Program utilizes the compound, Actinomycin D. The ACTION study will
be used by Guidant to file for CE Mark approval for its drug-eluting stent
system. Guidant also plans to use data from the first 90 patients in the ACTION
study as the basis for its submission of an application for an Investigational
Device Exemption (IDE) with the FDA. The IDE will support the pivotal U.S. study
for Actinomycin D coated stents, which is necessary to obtain FDA approval for
U.S. marketing and distribution of the product.

In August 2001, Guidant and Cook Incorporated entered into a series of
development and distribution agreements involving Cook's drug-eluting stent
program and Guidant's stent and balloon dilatation technology. Guidant will be
the worldwide exclusive distributor for a new Paclitaxel coated coronary stent
to be developed and manufactured by Cook (the ACHIEVE(TM) Coronary Stent
System). The ACHIEVE System will utilize Cook's drug coating technology with
stent and delivery system components supplied by Guidant to Cook. In November
2001, Guidant announced IDE approval to begin the DELIVER clinical trial for
ACHIEVE. The regulatory filing was based in






                                       17

<PAGE>

part on the successful results of two clinical studies conducted by Cook
demonstrating preliminary safety and efficacy of Paclitaxel coated stents.

Under a separate distribution agreement with Cook, Guidant will provide Cook
with over-the-wire and rapid exchange stent delivery technologies for Cook to
incorporate into its other coronary stent systems. The companies have also
entered into intellectual property licensing agreements concerning Guidant's
stent technology and Cook's endovascular graft technology for the treatment of
abdominal aortic aneurysms. These agreements highlight the Company's commitment
to bring new cost-effective technologies and therapies to patients.

In the U.S., Guidant is continuing its aggressive efforts to enroll patients in
the COMPANION study, the first controlled study that will evaluate the effects
of cardiac resynchronization therapy on both mortality and hospitalization rates
in heart failure patients not otherwise indicated for a pacemaker or implantable
defibrillator. This trial will collect and evaluate clinical data on up to 2,200
patients in approximately 120 centers across the U.S. to advance the treatment
of heart failure patients. Guidant has currently enrolled approximately 1,300
patients in the COMPANION study in the U.S. The Company is also the sponsor of
the MADIT II trial. This study looks at the impact on survival for patients who
have had a prior myocardial infarction (heart attack) and low cardiac output and
received a prophylactic implantable defibrillator. Over 1,200 patients have been
enrolled to date.

Sales, marketing, and administrative expenses increased $26.6 million or 15% for
the three months ended September 30, 2001, compared to the same period in 2000.
These expenses for the nine months ended September 30, 2001, increased by $65.1
million or 12% over the nine months ended September 30, 2000. Growth in sales
and marketing expenses was somewhat offset by declines in general and
administrative expenses. Sales and marketing expense growth was driven by a 21%
increase in the global sales force.

Operating income for the three months ended September 30, 2001, as previously
defined, was $201.5 million compared to $192.6 million for the three months
ended September 30, 2000. The 5% increase in operating income was a result of a
10% increase in sales offset by increased sales, marketing, and administrative
expenses in addition to increased research and development expenses. For the
nine months ended September 30, 2001, operating income of $604.3 million
decreased $27.4 million








                                       18

<PAGE>

or 4% compared to the nine months ended September 30, 2000, and was driven by
Guidant's investment in its sales force.

Interest expense decreased $6.9 million for the third quarter of 2001 compared
to the third quarter of 2000. Interest expense decreased by $17.3 million for
the nine months ended September 30, 2001, compared to the same period in the
prior year. This decrease was driven by a lower average debt outstanding balance
in addition to lower interest rates in 2001. Royalty expense decreased by $0.1
million for the third quarter of 2001 compared to the third quarter of 2000, and
by $8.2 million for the nine months ended September 30, 2001, compared to the
same period in the prior year. This decrease was caused by the end of a royalty
agreement in October 2000 associated with certain vascular intervention
products. "Other, net" expenses increased $10.5 million for the third quarter of
2001 compared to the third quarter of 2000, and by $17.6 million for the nine
months ended September 30, 2001, compared to the same period in 2000. Both
quarter and nine-month comparisons were impacted by income from an up-front
license access fee on a cardiac surgery product in the third quarter of 2000.
The nine-month comparison was also impacted by write-offs of certain assets in
2001.

Guidant recorded a $10.0 million net benefit from several legal settlements in
the third quarter of 2001. This net benefit is a direct result of the strength
of Guidant's intellectual property, especially related to the coronary stent
business. The Company chose to use these funds to make a $10.0 million
contribution to the Guidant Foundation; therefore, the legal settlements did not
have an impact on earnings in 2001. For the quarter ended September 30, 2000,
Guidant recorded a $12.9 million benefit from a favorable legal ruling, which
did impact earnings in 2000. For the nine months ended September 30, 2000,
benefits from legal settlements totaled $23.7 million, which were offset in part
by contributions to the Guidant Foundation totaling $10.8 million.

In April 2001, the Company announced a field action concerning the
first-generation VENTAK(R) PRIZM(TM) Implantable Defibrillator. A small number
of these devices have switched to Safety Mode because of a rare interaction
between the device and a specific memory component. All of these devices
continue to deliver lifesaving therapy - full-output shock delivery to treat
dangerous tachyarrhythmias, as well as single-chamber pacing to treat slow heart
rhythms. All field inventory that contained this memory component was returned
to the Company to prevent the inconvenience of future occurrences. The Company
offers a software solution designed






                                       19
<PAGE>

to non-invasively return full functionality to any implanted device affected by
the component interaction. The Company recorded a $25.0 million pre-tax special
charge to first quarter earnings to account for expenses associated with this
action and the previously discussed ANCURE recall. Management believes that this
amount will be sufficient to fund all expenses related to these two actions.

The effective income tax rates for the quarter ended September 30, 2001 and
2000, were 28.0% and 31.0%, respectively. Excluding the effect of the special
charge in 2001, the effective tax rates for the nine months ended September 30,
2001 and 2000, were 28.0% and 32.0%, respectively. The improvement in the
adjusted tax rate reflects Guidant's strategic investments in overseas
manufacturing in lower tax jurisdictions and increased investments in research
and development, which generate federal and state research and development tax
credits.

Net income and earnings per share-diluted were $122.4 million and $0.40,
respectively, in the third quarter of 2001. Net income and earnings per
share-diluted for the quarter ended September 30, 2000, were $122.8 million and
$0.40, respectively. Excluding the special charge, net income and earnings per
share-diluted were $364.6 million and $1.19, respectively, for the nine months
ended September 30, 2001. This reflects a decrease of $1.3 million compared to
net income for the first nine months of 2000. Reported net income and earnings
per share-diluted for the nine months ended September 30, 2001, were $348.9
million and $1.14, respectively.





                                       20
<PAGE>
LIQUIDITY AND FINANCIAL CONDITION

The Company generated cash flows, which were more than sufficient to fund
operations during the nine months ended September 30, 2001. Cash and cash
equivalents were $354.5 million at September 30, 2001, an increase of $191.5
million over December 31, 2000.

Working capital of $663.4 million at September 30, 2001, increased $210.3
million from the prior year-end level. The current ratio at September 30, 2001,
is 1.9:1 compared to 1.6:1 at December 31, 2000. The Company believes its cash
from operations is sufficient to fund essentially all future working capital
needs and discretionary operating spending requirements.

Net cash used for investing activities totaled $118.9 million for the nine
months ended September 30, 2001, compared to $242.8 million for the same period
in 2000. This was driven by net additions of property and equipment of $105.4
million and $109.5 million for the first nine months of 2001 and 2000,
respectively, in addition to the $125.0 million paid for the Impulse Dynamics
option in 2000.

Net cash used for financing activities totaled $140.7 million for the nine
months ended September 30, 2001, compared to $158.6 million for the same period
in 2000. In the third quarter of 2000, the Company ended its systematic share
repurchase program, which had been in place since the third quarter of 1996 to
offset dilution due to stock option programs. In the second quarter of 2001, the
Company repurchased 5.2 million of its common shares for approximately $200
million. Shares were repurchased opportunistically, at the discretion of Guidant
management, to accomplish the same goal of offsetting dilution caused by stock
option programs.

At September 30, 2001, the Company had outstanding borrowings of $849 million at
a weighted average interest rate of 4.49% through the issuance of commercial
paper, bank borrowings, and long-term notes due in 2006. Bank borrowings
represent short-term uncommitted credit facilities with various commercial
banks. The commercial paper borrowings are supported by two credit facilities
aggregating $950 million. There are currently no outstanding borrowings under
these facilities. Current cash flow projections show that $350 million of total
debt will be paid down over the next twelve months and the Company has
classified this amount as short-term debt at September 30, 2001.






                                       21
<PAGE>
The Company believes that amounts available through existing commercial paper
programs should be adequate to fund maturities of short-term borrowings. The
Company also expects its cash from operations to be adequate to meet its
obligations to make interest payments on its debt and other anticipated
operating cash needs, including planned capital expenditures. Capital
expenditures are expected to be approximately $140 million in 2001, primarily
due to continued investment in the Company's manufacturing and research
facilities.

The Company has recognized net deferred tax assets aggregating $176.2 million at
September 30, 2001, compared to $189.1 million at December 31, 2000. In view of
the consistent profitability of its past operations, the Company believes that
all of these assets will be substantially recovered and that no significant
additional valuation allowances are necessary.

PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

Under the safe harbor provisions of the Private Securities Litigation Reform Act
of 1995, the Company cautions investors that any forward-looking statements or
projections made by the Company, including those made in this document, are
subject to risks and uncertainties which may cause actual results to differ
materially from those projected. These forward-looking statements or projections
are based on the beliefs of management as well as on assumptions made by and
information currently available to us at the time the statements were made. When
used in this Form 10-Q, the words "anticipate", "believe", "estimate", "expect",
"intend", and similar expressions, as they relate to the Company, are intended
to identify the forward-looking statements. The Company assumes no obligation to
publicly release the results of any revision or updates to these forward-looking
statements to reflect future events or unanticipated occurrences. Certain
economic, competitive, governmental, technological, and other factors which may
affect the Company's operations are discussed in Exhibit 99 filed herewith.





                                       22
<PAGE>
                                     PART II
                                OTHER INFORMATION


Item 1. Legal Proceedings

On October 10, 1995, the Company filed suit against Medtronic, Inc. in the
Northern District of California alleging that the Medtronic FALCON coronary
dilatation catheter infringes a patent of the Company. On August 25, 1999, the
District Court granted the Company's motions for summary judgment of
infringement, validity and enforceability of the patent. A jury trial was held
on the Company's claim of willful infringement and damages. On November 3, 1999,
the jury returned its verdict finding that Medtronic had willfully infringed the
patent and awarded the Company $5.4 million in damages. On May 17, 2000, the
District Court entered judgment awarding the Company $5.4 million in
compensatory damages, $1.6 million in enhanced damages and prejudgment interest
and costs. Medtronic appealed and the Court of Appeals for the Federal Circuit
affirmed the District Court's judgment on September 10, 2001.

On December 23, 1999, the Company brought suit against Medtronic, Inc. and
Medtronic AVE, Inc. (collectively, "Medtronic") in the Northern District of
California alleging that the S660 and S670 Rapid Exchange Coronary Stent Systems
infringe a patent of the Company. Additionally, on December 28, 1999, the
Company filed a Notice of Arbitration with the American Arbitration Association
("AAA"). The lawsuit has been stayed pending the outcome of the arbitration. An
arbitration hearing was held in February 2001. However, one of the panel members
died before a decision was rendered and the remaining two panel members were not
able to reach a decision. As a result, on July 16, 2001, Medtronic filed a
Notice of Arbitration with the AAA requesting a new arbitration hearing. On
August 1, 2001, the Company amended its prior Notice of Arbitration to request a
new arbitration hearing and to add the following Medtronic products to the
arbitration: BeStent 2, S7, R1S and R2. A new arbitration panel has been
selected and the hearing is currently scheduled to take place in the first
quarter of 2002, with a final decision expected in the second quarter.

On August 20, 2001, the Company and Cook Incorporated ("Cook") announced that
they had entered into an agreement pursuant to which the Company will act as
worldwide exclusive distributor for a new Paclitaxel coated coronary stent to be
developed and manufactured by Cook. On September 10, 2001, Boston Scientific
Corporation ("BSC") sent a Notice of Dispute to Cook alleging that Cook's
agreement with the Company appears to constitute actual and anticipatory
breaches of a License Agreement with






                                       23
<PAGE>

Angiotech Pharmaceuticals, Inc. ("Angiotech") granting licenses to BSC and Cook.
BSC's letter also threatened that BSC would commence arbitration. On October 11,
2001, the Company and Cook filed suit against BSC in the United States District
Court for the Southern District of Indiana requesting relief from the Court
including a finding that the agreement between the Company and Cook is not a
breach of the Angiotech license agreement and preventing BSC from pursuing
arbitration against Cook. On October 11, 2001, Cook received notice that BSC had
filed a Notice of Arbitration against Cook.

On April 3, 2000, the Company and Cordis Corporation ("Cordis"), a subsidiary of
Johnson & Johnson, agreed to dismiss all patent litigation between the companies
and to resolve remaining disputes in future arbitration proceedings. As part of
the agreement, each party received licenses to the other's patents involved in
the disputes. The arbitration proceedings will determine what, if any, payments
need to be made. In one of the arbitration proceedings, Cordis asserted that
Guidant infringed Cordis' Pinchuk patents. The arbitration hearing was scheduled
to take place in late 2001; however, the parties agreed to settle the dispute
without the need for an arbitration hearing. The settlement was not material
to Guidant.

The Company has had a number of disputes with General Surgical Innovations, Inc.
("GSI"). In one case, Origin Medsystems, Inc. ("Origin"), a subsidiary of the
Company, filed suit against GSI alleging that GSI's Spacemaker balloon products
infringe an Origin patent. In a second case, GSI filed suit against Origin
alleging that Origin's VASOVIEW Balloon Dissection System, Preperitoneal
Distension Balloon (PDB) Systems, and Extraview Balloon Systems infringe a
patent owned by GSI. In addition, GSI filed another suit against Origin alleging
that the VASOVIEW Balloon Dissection, PDB and Extraview Systems infringe other
patents owned by GSI. The parties settled all of these cases. The settlement was
not material to Guidant.





                                       24

<PAGE>
                                     PART II
                                OTHER INFORMATION


Item 6. Exhibits and Reports on Form 8-K

(a)     Exhibits.  The following documents are filed as exhibits to this report:
          10.1     Amended and Restated Credit Agreement dated as of August 22,
                   2001, among the Company, certain banks, and Morgan Guaranty
                   Trust Company of New York as administrative agent.
          10.2     Paclitaxel Coated Stent Distribution Agreement, dated
                   August 16, 2001, between Advanced Cardiovascular Systems,
                   Inc. and Cook Incorporated (Portions of the Agreement have
                   been omitted pursuant to a request for confidential
                   treatment.)
           99      Factors Possibly Affecting Future Operating Results

(b)     Reports on Form 8-K. During the quarter for which this Report on Form
        10-Q is filed, the registrant filed no reports on Form 8-K.







                                       25

<PAGE>
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.




                                  GUIDANT CORPORATION
                                  -------------------
                                  (Registrant)




Date November 14, 2001            s/ Keith E. Brauer
                                     -----------------------------
                                     Keith E. Brauer
                                     Vice President, Finance and
                                     Chief Financial Officer





Date November 14, 2001            s/ Michael A. Sherman
                                     -----------------------------
                                     Michael A. Sherman
                                     Corporate Controller and
                                     Chief Accounting Officer





                                       26