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

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FORM 10-K/A

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

For the Fiscal Year Ended December 31, 2002

Commission file number 1-9741

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INAMED CORPORATION(Exact name of registrant as specified in its charter)

|Delaware(State or other jurisdiction
of incorporation or organization)               |  | 59-0920629(I.R.S. Employer
Identification No.)
|------------------------------------------------------------------------------------ |  | ----------------------------------------------
|5540 Ekwill Street
Santa Barbara, California(Address of principal executive offices) |  | 93111-2936(Zip Code)                          
|(805) 683-6761(Registrant's telephone number, including area code)                  

Securities registered pursuant to Section 12(b) of the Act:None

Securities registered pursuant to Section 12(g) of the Act:Common Stock, par value $0.01 per share
Preferred Stock Purchase Rights

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Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past
90 days. Yes ý    No o

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

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

The
aggregate market value of voting stock held by non-affiliates as of June 28, 2002 was $452.5 million, based on the closing sales price on the NASDAQ
National Market on that date.

On
April 15, 2003, there were 22,332,637 shares of common stock outstanding.

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EXPLANATORY NOTE

The undersigned registrant hereby amends entirely Part III of its Annual Report for the fiscal year ended December 31, 2002 on
Form 10-K as set forth in the pages attached hereto.

PART III

ITEM 10.    DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The following table sets forth certain information with respect to age and background of the Company's directors:

|Name                        |  | Position                                        |  | Age
|--------------------------- |  | ----------------------------------------------- |  | ---
|Nicholas L. Teti            |  | Chairman, President and Chief Executive Officer |  | 50 
|James E. Bolin              |  | Director                                        |  | 44 
|Malcolm R. Currie, Ph.D.    |  | Director                                        |  | 76 
|John F. Doyle               |  | Director                                        |  | 73 
|Mitchell S. Rosenthal, M.D. |  | Director                                        |  | 67 
|David A. Tepper             |  | Director                                        |  | 45 

|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |  |  |  |                    
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  |  |  | -------------------
|Nicholas L. Teti                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |  |  |  | Director since 2001
|Mr. Teti has served as President, Chief Executive Officer and a director of Inamed since August 1, 2001. He was elected Chairman of the Board of Directors on July 23, 2002. He has over
25 years of management, operations and marketing experience in the pharmaceuticals industry. From January 1997 until December 2000, Mr. Teti was President, Chief Executive Officer and Chief Operating Officer of DuPont
Pharmaceuticals Company, a company with $1.6 billion in sales in 1999. He spent 25 years at DuPont and DuPont Merck, which included a number of senior management positions. Several of these assignments were in leadership roles of Dupont's
global pharmaceuticals business units. From January 2001 until July 2001, he was President and Director of Yamanouchi USA, Inc., a division of Yamanouchi Pharmaceuticals Co., where he was responsible for establishing its U.S. business.
Mr. Teti holds an M.B.A. in Health Care Administration and a B.A. in Economics from St. Joseph's University.                                                                        
|James E. Bolin                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |  |  |  | Director since 1999
|Mr. Bolin has served as a director of Inamed since March 18, 1999. Since March 2003 he is the managing Director of Citadel Investment Group. He was the Vice President and Secretary of
Appaloosa Partners Inc. from 1995 through October 2002, and a consultant to Appaloosa Partners Inc. through March 2003. Mr. Bolin was previously a Vice President and Director of Corporate Bond Research at Goldman,
Sachs & Co. He also worked at Smith Barney, Harris Upham in the Fixed Income Research Department. Mr. Bolin serves on the Board of Directors of Kindred Healthcare, Inc. and Bio-Plexus, Inc. He holds a Bachelor of Arts degree
from Washington University in St. Louis and an M.B.A. in accounting and finance from the University of MissouriSt. Louis.                                                                                                                                                                                                                                                                                                                         
|Malcolm R. Currie, Ph.D                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |  |  |  | Director since 1999
|Dr. Currie has served as a director of Inamed since June 3, 1999. He has served as the President and CEO of Currie Technologies Incorporated, an electric transportation company, since 1997.
Dr. Currie has been the Chairman Emeritus of Hughes Aircraft Company since his retirement in 1992 as Chairman and CEO. He has had an extensive career in high technology research, engineering and management. Dr. Currie currently serves on
the Boards of Directors of the following publicly traded companies: Investment Company of America, LSI Logic Corporation, Enova Systems Inc., Regal One Corp., Innovative Micro Technologies Inc., Moltech Corporation and Currie
Technologies Inc. He is also a member and past chairman of the Board of Trustees of the University of Southern California. Dr. Currie has previously served as President and CEO of Delco Electronics Corporation and Chairman and CEO of GM
Hughes Electronics Corporation. Dr. Currie holds a Bachelor of Arts degree in Physics and a Ph.D. in Engineering Physics from the University of California at Berkeley.

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|John F. Doyle                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |  |  |  | Director since 1999
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  |  |  | -------------------
|Mr. Doyle has served as a director of Inamed since March 18, 1999. Since 1994, he has performed marketing and management consulting, primarily for start-up companies. Prior to 1994,
Mr. Doyle worked with IBM and Craig Corporation in executive and sales and marketing positions. He served as the Chairman and Chief Executive Officer of Pioneer Electronics (USA) Inc. from 1971 to 1986. Mr. Doyle currently serves on
the Board of Directors of the Pomona Valley Hospital Foundation, and has served on the Board of Directors of various consumer groups as well as business and philanthropic organizations. He holds a Bachelor of Arts degree from Miami University of
Ohio.                                                                                                                                                                                                                                                                                                                                 
|Mitchell S. Rosenthal, M.D.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |  |  |  | Director since 1999
|Dr. Rosenthal has served as a director of Inamed Corporation since June 3, 1999. He is a psychiatrist and since 1970 has served as the President of Phoenix House Foundation, which he founded.
Phoenix House is the nation's largest non-profit substance abuse services system, with nearly 80 programs in eight states: New York, California, Texas, Florida, Massachusetts, New Hampshire, Rhode Island and Vermont. Dr. Rosenthal has been a
White House advisor on drug policy, a special consultant to the Office of National Drug Control Policy and chaired the New York State Advisory Council on Alcoholism and Substance Abuse Services from 1985 to 1997. He is a lecturer in psychiatry at
Columbia University College of Physicians and Surgeons, a former president of the American Association of Psychoanalytic Physicians and a member of the Council on Foreign Relations. He is a graduate of Lafayette College and earned his M.D. from the
Downstate Medical Center of State University of New York.
|David A. Tepper                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |  |  |  | Director since 1999
|Mr. Tepper has served as a director of Inamed since March 18, 1999. He has been President of Appaloosa Partners Inc. since its formation in 1993. Mr. Tepper was previously head
trader in the High Yield Department of Goldman, Sachs & Co. He also has been employed by Keystone Funds and Republic Steel. Mr. Tepper is a director of Kindred Healthcare, Inc. He holds a Bachelor of Arts degree with honors in
Economics from the University of Pittsburgh and an M.B.A. from Carnegie Mellon University.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

The
following table sets forth the executive officers and certain key personnel of the Company:

|Name                |  | Age |  | Position                                                                    
|------------------- |  | --- |  | ----------------------------------------------------------------------------
|Nicholas L. Teti    |  | 50  |  | President, Chief Executive Officer and Director                             
|Robert S. Vaters    |  | 43  |  | Executive Vice President and Chief Financial Officer                        
|Vicente Trelles     |  | 47  |  | Executive Vice President and Chief Operations Officer                       
|Hani M. Zeini       |  | 38  |  | Executive Vice President, North America Inamed Aesthetics                   
|Declan Daly         |  | 40  |  | Senior Vice President, Corporate Controller and Principal Accounting Officer
|Joseph A. Newcomb   |  | 52  |  | Senior Vice President, Secretary and General Counsel                        
|Ron J. Ehmson, Sc.D |  | 58  |  | Vice President, Clinical and Regulatory Affairs                             

Nicholas L. Tetihas served as President, Chief Executive Officer and a director of Inamed since August 1, 2001. He was elected
Chairman of the Board of Directors on July 23, 2002. He has over 25 years of management, operations and marketing experience in the pharmaceuticals industry. From January 1997
until December 2000, Mr. Teti was President, Chief Executive Officer and Chief Operating Officer of DuPont Pharmaceuticals Company, a company with $1.6 billion in sales in 1999.
He spent 25 years at DuPont and DuPont Merck, which included a number of senior management positions. Several of these assignments were in leadership roles of Dupont's global pharmaceuticals

2

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business units. From January 2001 until July 2001, he was President and Director of Yamanouchi USA, Inc., a division of Yamanouchi Pharmaceuticals Co., where he was responsible
for establishing its U.S. business. Mr. Teti holds an M.B.A. in Health Care Administration and a B.A. in Economics from St. Joseph's University.

Robert S. Vatershas served as Executive Vice President and Chief Financial Officer of Inamed since August 20, 2002. From
September 2001 to August 2002, Mr. Vaters worked on a variety of private merchant banking transactions. He was Executive Vice President, Chief Operating Officer at Arbinet
Holdings, Inc., a leading telecom capacity exchange from January 2001 to July 2001. He served as Chief Financial Officer at Arbinet from January 2000 to
December 2000. Prior to that he was at Premiere
Technologies (NASDAQ: PTEK) from July 1996 through January 2000, where he held a number of senior management positions, including Executive Vice President and Chief Financial Officer,
Managing Director of The Asia Pacific business based in Sydney, Australia and Chief Financial Officer of Xpedite Systems Inc., formerly an independent public company (NASDAQ XPED) that was
purchased by Premiere. Additional experience includes Senior Vice President, Treasurer of Young and Rubicam Inc., a global communications firm with operations in 64 countries. Mr. Vaters
was also an independent board member and chairman of the audit committee of Rockford Industries (NASDAQ: ROCF), a company providing healthcare equipment financing.

Vicente Trelleshas served as Executive Vice President and Chief Operations Officer of Inamed since August 1, 2001.
Mr. Trelles was previously Chief Operating Officer of the Company's McGhan Medical Division from October 1999 to July 2001. From June 1991 to September 1999, he held
positions of increasing responsibility with Allergan Inc., including Vice President of Surgical Operations, January 1996- September 1999, Vice President of Europe
Operations, April 1993-December 1995, Vice President Manufacturing Contact Lenses, July 1991-March 1993. Prior to Allergan, Mr. Trelles
worked for American Hospital Supply and Baxter Healthcare in different capacities, including General Manager of Baxter Healthcare V. Mueller Division in Puerto Rico. Mr. Trelles holds a B.S. in
Industrial Engineering from the University of Mayaguez, Puerto Rico.

Hani M. Zeinihas served as Executive Vice President, North America, Inamed Aesthetics since October 1, 2001. From 1996 to 2000, he
held increasingly responsible positions with The DuPont Pharmaceuticals Company including Senior Director, Marketing and Strategic Planning from September 1996 to May 1997, Vice
President Worldwide Operations and Planning from May 1997 to May 1998, Vice President, Integrated Health Care from May 1998 to June 1999 and Senior Vice President, Global
Health Systems from June 1999 to April 2000. Mr. Zeini also held the positions of President and Chief Executive Officer of PharmasMarket.com from June 2000 to
April 2001 and Chief Operating Officer for Acurian, Inc. until September 2001. He holds a degree in Electrical and Computer Engineering from the University of Miami in Florida.

Declan Dalyhas served as Corporate Controller and Principal Accounting Officer of Inamed since March 30, 2002 and was promoted to
Senior Vice President in September 2002. He was previously Vice President of Finance & Administration for Inamed International Corp. from 1998 to 2002. From 1996 to 1998, Mr. Daly
was a Senior Manager with BDO Simpson Xavier, Chartered Accountants or BDO, in Dublin. Prior to joining BDO, he worked with PricewaterhouseCoopers in Dublin and London. Mr. Daly holds a B.A. in
Management Science and Industrial Systems Studies from Trinity College, Dublin and he is also a Fellow of the Institute of Chartered Accountants in Ireland.

Joseph A. Newcombhas served as Senior Vice President, General Counsel and Secretary of Inamed since August 6, 2002. From
August 1997 until July 2002, Mr. Newcomb provided legal, tax and financial services to early stage and start-up companies. Prior to that, from May 1989 until
July 1997, he was Vice President and General Counsel for the U.S. affiliate and portfolio companies of Brierley Investments Limited, an international holding company, where he was an active
participant in the origination of investments and the management and operations of the portfolio companies.

3

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Mr. Newcomb received a B.B.A. from the University of Notre Dame, a J.D. from the University of Connecticut and a LL.M. from Georgetown University Law Center. Mr. Newcomb is a Certified
Public Accountant and member of the American Institute of CPAs.

Ronald J. Ehmsen, Sc.D.has served as Vice President, Clinical and Regulatory Affairs since April 8, 2002. From 1996 to 1997, he
operated a medical device consulting firm, Health Care International Associates. From December 1997 to April 2000, he was Corporate Vice President of Regulatory Affairs for Circon
Corporation. From April 2000 to March 2002, Dr. Ehmsen was Senior Director of Regulatory and Clinical Affairs for Tyco/Nellcor Puritan Bennett, Respiratory Division. He holds a
Doctor of Science degree in Chemical Engineering from Washington University's Sever Institute of Technology. Dr. Ehmsen received an M.S. in Aeronautical Engineering from Purdue University and a
B.S. in Aeronautics and Astronautics from New York University.

There
are no family relationships between any director, executive officer, or person nominated to become a director or executive officer.



Section 16(a) of the Securities Exchange Act of 1934 requires the Company's executive officers, directors and persons who beneficially own more than 10% of
the Company's common stock to file initial reports of ownership and reports of changes in ownership with the Securities and Exchange Commission ("SEC"). Such persons are required by SEC regulations to
furnish the Company with copies of all Section 16(a) forms filed by such person.

To
the Company's knowledge and based solely on our review of such reports furnished to the Company and written representations from certain reporting persons, the Company believes that
all filing requirements applicable to its executive officers, directors and greater-than-10% stockholders were complied with, except that Malcolm Currie filed two late reports
with respect to an aggregate of two transactions and Richard Babbitt filed two late reports with respect to an aggregate of six transactions.

4

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ITEM 11.    EXECUTIVE COMPENSATION



The following table sets forth, for each of the last three fiscal years, all compensation awarded to, paid to or earned by the Company's Chief Executive Officer
and the four other most highly compensated executive officers (the "Named Executive Officers").

|                                                                                                       |  | Annual Compensation |  | Long-Term Compensation  | 
|------------------------------------------------------------------------------------------------------ |  | ------------------- |  | ----------------------- | 
|
|Nick Teti(4)
Chairman, President, and Chief Executive officer                                          |  | 2002
2001           |  | 400,000
161,538         | 
|Vicente Trelles
Executive Vice President and Chief Operations Officer                                  |  | 2002
2001
2000      |  | 273,561
270,004
208,886 | 
|Ken Pearce(7)
President, Inamed International                                                          |  | 2002
2001
2000      |  | 240,000
220,000
200,000 | 
|Declan Daly(9)
Senior Vice President of Corporate Finance, Controller and Principal Accounting Officer |  | 2002                |  | 216,500                 | 
|Hani Zeini(8)
Executive Vice President, North America Inamed Aesthetics                                |  | 2002
2001           |  | 261,336
120,504         | 

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Option Grants in Last Fiscal Year

The following table sets forth certain information regarding grants of stock options or warrants made to each of the executive officers named in the Summary
Compensation Table during the fiscal year ended December 31, 2002.

|                 |  | Individual Grants |  | Potential Realizable
Value at Assumed
Annual Rates of
Stock Price
Appreciation for
Option Term(3)
|---------------- |  | ----------------- |  | -------------------------------------------------------------------------------------------------
|
|
|
|Declan Daly      |  | 19,000            |  | 2.2                                                                                              
|Kenneth Pearce   |  |                  |  |                                                                                                 
|Nicholas S. Teti |  |                  |  |                                                                                                 
|Vicente Trelles  |  |                  |  |                                                                                                 
|Hani M. Zeini    |  |                  |  |                                                                                                 

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Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-End Option Values

The following table sets forth certain information concerning exercises of stock options and warrants by the executive officers named in the Summary Compensation
Table in fiscal year 2002 and unexercised stock options and warrants held by the executive officers named in the Summary Compensation Table as of December 31, 2002.

|                  |  |   |  |   |  | Number of Securities
Underlying
Unexercised Options at
2002 Fiscal Year-End(#) |  |         |  |        
|----------------- |  | - |  | - |  | ------------------------------------------------------------------------------ |  | ------- |  | -------
|
|
|
|Declan Daly       |  |  |  |  |  | 19,000                                                                         |  | 29,000  |  | 133,600
|Kenneth D. Pearce |  |  |  |  |  | 67,500                                                                         |  |        |  | 915,875
|Nicholas L. Teti  |  |  |  |  |  | 99,999                                                                         |  | 200,001 |  | 577,994
|Vicente Trelles   |  |  |  |  |  | 70,666                                                                         |  | 43,334  |  | 517,425
|Hani M. Zeini     |  |  |  |  |  | 333,333                                                                        |  | 66,667  |  | 459,995

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Compensation of Directors

Directors who are not employees of the Company receive an annual fee of $35,000 and a fee of $1,000 for each Board of Directors meeting attended, and are
reimbursed for their expenses. In addition, upon their initial election, directors receive an option to purchase 5,000 shares of Common Stock, and thereafter receive an option to purchase 5,000 shares
of Common Stock on each subsequent anniversary of their election to the Board of Directors for so long as they remain directors. Directors who are employees of the Company are not entitled to any
compensation for their service as a director. Pursuant to a plan adopted in 1999, directors may elect to receive their compensation in common stock in lieu of cash. Four directors have elected this
option.

Employment Contracts and Termination of Employment and Change-in-Control Arrangements

On July 23, 2001, the Company entered into an employment agreement with Nicholas L. Teti in connection with his employment as Chief Executive Officer.
Mr. Teti's employment agreement provides that Mr. Teti will receive (i) a base salary of $400,000, (ii) a bonus based on attainment of designated objectives of the
Compensation Committee, (iii) options to purchase 300,000 shares of the Company's Common Stock, (iv) a relocation package to defray his costs of moving to Santa Barbara, California and
(v) a loan of $200,000 payable in one-third annual installments beginning in 2003. Mr. Teti's employment agreement also provides that upon termination of Mr. Teti's
employment by the Company without "cause" (as defined in the agreement), Mr. Teti will be entitled to severance compensation equal to twenty-four months of base salary if
Mr. Teti is terminated during the initial three-year term or twelve months of base salary if Mr. Teti is terminated during any subsequent one-year extension term.
Additionally, Mr. Teti's employment agreement also provides that upon a "change in control" (as defined in the agreement) and a subsequent termination of Mr. Teti, Mr. Teti will
be entitled to payment of his base salary through the date of his termination, a payment equal to the greater of (i) three times the sum of his base salary at the time of the change of control,
or (ii) three times the sum of his base salary at the time of his termination and payment of any annual bonus awarded but not yet paid. Mr. Teti will also be entitled to the continuation
of certain insurance and other benefits for a period of time not exceeding eighteen months.

In
September 2001, the Company entered into an employment agreement with Hani Zeini in connection with his employment as Executive Vice President North America Inamed Aesthetics.
Mr. Zeini's employment agreement provides that Mr. Zeini will receive (i) a base salary of $245,000, (ii) a bonus up to 50 percent of his salary in the Management Incentive
Plan, (iii) options to purchase 100,000 shares of the Company's Common Stock, (iv) a relocation package to defray his costs of moving to Santa Barbara, California and (v) a one
time signing bonus of $40,000. Mr. Zeini's employment agreement also provides that upon a "change in control" (as defined in the agreement) and a subsequent termination of Mr. Zeini,
Mr. Zeini will be entitled to payment of his base salary through the date of his termination, a payment equal to the greater of (i) two times the sum of his base salary at the time of
the change of control, or (ii) two times the sum of his base salary at the time of his termination and payment of any annual bonus awarded but not yet paid. Mr. Zeini will also be
entitled to the continuation of certain insurance and other benefits for a period of time not exceeding eighteen months.

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Compensation Committee Interlocks and Insider Participation

No member of the Company's Compensation Committee served as an officer or employee of the Company or any of its subsidiaries during 2002 or was previously an
officer of the Company or any of its subsidiaries. During 2002, no executive officer of the Company served as a director or member of the compensation committee of another entity, one of whose
executive officers served as a director or member of the Compensation Committee of the Company.

ITEM 12.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information as to the shares of Common Stock of the Company owned as of April 15, 2003, by (i) each person known by
the Company to be the beneficial owner of more than five percent of the outstanding Common Stock of the Company, (ii) each person who is presently a director of the Company, (iii) each
of the officers named in the Summary Compensation Table and (iv) all the directors and officers of the Company as a group. Unless otherwise indicated in the table below, each person or entity
named below has an address in care of the Company's principal executive offices.

|Name and Address of Beneficial Owner                                               |  | Number of Shares |      | Percent of Total
(1)(2) |  
|---------------------------------------------------------------------------------- |  | ---------------- | ---- | ----------------------- | -
|Appaloosa Management L.P.
26 Main Street
Chatham, New Jersey 07928                 |  | 3,756,027        | (3)  | 16.8                    | %
|Boston Partners Asset Management, L.P.
28 State Street 20th floor
Boston, MA 02109 |  | 1,401,470        | (4)  | 6.3                     | %
|                                                                                   |  |                  |      |                         |  
|
|                                                                                   |  |                  |      |                         |  
|James Bolin                                                                        |  |                 | (5)  | *                       |  
|Malcolm Currie, Ph.D.                                                              |  | 59,392           | (6)  | *                       |  
|Declan Daly                                                                        |  | 27,000           | (7)  | *                       |  
|John Doyle                                                                         |  | 48,940           | (8)  | *                       |  
|Kenneth D. Pearce                                                                  |  | 67,500           | (9)  | *                       |  
|Mitchell Rosenthal, M.D.                                                           |  | 20,000           | (10) | *                       |  
|David Tepper                                                                       |  | 4,105,573        | (11) | 18.4                    | %
|Nicholas L. Teti                                                                   |  | 102,999          | (12) | *                       |  
|Vicente Trelles                                                                    |  | 80,916           | (13) | *                       |  
|Hani M. Zeini                                                                      |  | 33,333           | (14) | *                       |  
|All officers and Directors as a group (13 persons)                                 |  | 4,558,986        | (15) | 20.4                    | %

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9

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Securities Authorized for Issuance Under Equity Compensation Plans

|                                                   |  | Number of securities to
be issued upon the
exercise of outstanding
options |  | Weighted average
exercise price of
outstanding options |       | Number of securities
remaining available for future issuance
|-------------------------------------------------- |  | -------------------------------------------------------------------------- |  | ------------------------------------------------------ | ----- | ------------------------------------------------------------
|The 1984 Plan                                      |  | 7,500                                                                      |  | $                                                      | 1.45  |                                                             
|The 1993 Plan                                      |  | 100,000                                                                    |  | $                                                      | 27.44 |                                                             
|The 1998 Plan                                      |  | 63,070                                                                     |  | $                                                      | 6.50  |                                                             
|The 1999 Program                                   |  | 409,500                                                                    |  | $                                                      | 18.96 |                                                             
|The 2000 Option Plan                               |  | 1,024,502                                                                  |  | $                                                      | 28.90 |                                                             
|The Stock Election Plan                            |  |                                                                           |  |                                                        |      |                                                             
|                                                   |  |                                                                            |  |                                                        |       |                                                             
|Equity compensation plans approved by Stockholders |  | 1,604,572                                                                  |  | $                                                      | 25.26 |                                                             
|Stand Alone Options, not approved by Stockholders  |  | 622,600                                                                    |  | $                                                      | 16.37 |                                                             
|                                                   |  |                                                                            |  |                                                        |       |                                                             
|Total                                              |  | 2,227,172                                                                  |  | $                                                      | 22.77 |                                                             
|                                                   |  |                                                                            |  |                                                        |       |                                                             

Stand alone options not approved by Stockholders

In 1997, 1998, 1999 Inamed granted 1,217,500 standalone options for shares of common stock to executives in connection with their hiring. The exercise price per
share is the fair market value per share on the date of grant. These options vested ratably over three years.

In
2001, Inamed granted a standalone option for 300,000 shares of common stock to an executive in connection with his hiring. The exercise price per share is the fair market value per
share on the date of grant. These options vest ratably on the first, second, and third anniversaries of the grant date. Some or all of these options may also vest immediately upon a
change-of-control, as defined in the option agreement.

In
2001, Inamed also granted a standalone option for 100,000 shares of common stock to another executive in connection with his hiring. The exercise price per share is the fair market
value per share on the date of grant. These options vest ratably on the first, second, and third anniversaries of the grant date. Some or all of these options may also vest immediately upon a
change-of-control, as defined in the option agreement.

10

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ITEM 13.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Mr. Teti received a loan from the Company in connection with his relocation to the Company's headquarters in Santa Barbara, California. As of
December 31, 2002, $200,000 was outstanding. The loan from the Company bears interest at the minimum rate necessary to avoid imputed income under the Internal Revenue Code. Repayment of the
principal of the loan will be made in one-third installments no later than February 28 of each of 2003, 2004 and 2005, with all accrued interest due and payable on
February 28, 2005. The first installment payment has been made.

In
2002, Inamed paid $700,000 to a marketing consulting firm, which is owned by the son-in-law of Malcolm Currie. Management believes that the terms entered into
are at arms-length and that such terms are comparable to those with third parties.

ITEM 14.    CONTROLS AND PROCEDURES

(a)  Under
the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation
of our disclosure controls and procedures, as such term is defined under Rule 13a-14(c) promulgated under the Securities Exchange Act of 1934, as amended, within of the
90 day period prior to the filing date of this report. Based on that evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and
procedures are effective.

(b)  There
have been no significant changes (including corrective actions with regard to significant deficiencies or material weaknesses) in our internal controls or in other
factors that could significantly affect these controls subsequent to the date of the evaluation referenced in paragraph (a) above.

11

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SIGNATURE

Pursuant to the requirements of Section 13 or 15(d) of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized on April 30, 2003.

| |  | INAMED CORPORATION
| |  | ------------------
| |  |                   
| |  | By:               

12

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CERTIFICATIONS

I,
Nicholas Teti, Chairman, President and Chief Executive Officer of Inamed Corporation (the "Registrant"), certify that:





|Dated: April 30, 2003                                                                                              |  | 
|------------------------------------------------------------------------------------------------------------------ |  | 
|                                                                                                                   |  | 
|/s/NICHOLAS L. TETINicholas L. Teti,
Chairman, President and Chief Executive Officer
(Principal Executive Officer) |  | 

12

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I,
Robert Vaters, Executive Vice President and Chief Financial Officer of Inamed Corporation (the "Registrant"), certify that:





|Dated: April 30, 2003                                                                                                   |  | 
|----------------------------------------------------------------------------------------------------------------------- |  | 
|                                                                                                                        |  | 
|/s/ROBERT S. VATERSRobert S. Vaters,
Executive Vice President and Chief Financial Officer
(Principal Financial Officer) |  | 

13

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CERTIFICATION OF CHIEF EXECUTIVE OFFICER

I,
Nicholas L. Teti, Chairman, President and Chief Executive Officer of Inamed Corporation (the "Registrant"), do hereby certify in accordance with 18 U.S.C. 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, that, based on my knowledge:



A
signed original of this written statement required by Section 906 has been provided to Inamed Corporation and will be retained by Inamed Corporation and furnished to the
Securities and Exchange Commission or its staff upon request.

|Dated: April 30, 2003                                                                                              |  | 
|------------------------------------------------------------------------------------------------------------------ |  | 
|                                                                                                                   |  | 
|/s/NICHOLAS L. TETINicholas L. Teti,
Chairman, President and Chief Executive Officer
(Principal Executive Officer) |  | 

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CERTIFICATION OF CHIEF FINANCIAL OFFICER

I,
Robert S. Vaters, Executive Vice President and Chief Financial Officer of Inamed Corporation (the "Registrant"), do hereby certify in accordance with 18 U.S.C. 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, that, based on my knowledge:



A
signed original of this written statement required by Section 906 has been provided to Inamed Corporation and will be retained by Inamed Corporation and furnished to the
Securities and Exchange Commission or its staff upon request.

|Dated: April 30, 2003                                                                                                   |  | 
|----------------------------------------------------------------------------------------------------------------------- |  | 
|                                                                                                                        |  | 
|/s/ROBERT S. VATERSRobert S. Vaters,
Executive Vice President and Chief Financial Officer
(Principal Financial Officer) |  | 

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