EXHIBIT 10.33  INAMED CORPORATION 1999 DIRECTORS STOCK ELECTION PLAN  ARTICLE I  PURPOSE  The purpose of
the Inamed Corporation 1999 Directors Stock Election Plan (the Plan) is to
allow members of the Board of Directors of Inamed Corporation the opportunity
to receive shares of common stock of the Company in lieu of cash compensation
owed to them as a result of their service on the Board.  The Plan will provide a means by which
Directors may elect to receive shares of Common Stock with a Share Price equal
to each Directors compensation.  ARTICLE II  DEFINITIONS  The following
capitalized terms used in the Plan shall have the respective meanings set forth
in this Article.  2.1      Board shall mean the
Board of Directors of the Company.  2.2      Common Stock shall mean
the Common Stock $0.1 par value of the Company.  2.3      Company shall mean
Inamed Corporation.  2.4      Directors Compensation
shall mean the aggregate quarterly cash payments payable to a Director of the
Company for his service as a Director, including all payments for attendance at
meetings of the Board.  2.5      Distribution Date shall
mean the date upon which the Directors Compensation becomes due and
payable.  Currently, Distribution Dates
occur quarterly on March 31, June 30, September 30 and December 31 of each
year.  2.6      Election Form shall
mean the form attached hereto as Exhibit A by which Eligible Directors may
elect to receive their Directors Compensation in the form of shares of Common
Stock of the Company.  2.7      Eligible Director shall
be any member of the Board of Directors of the Company who is not a full- or
part-time Employee of the Company.  2.8      Initial Share Election
shall mean the completion, execution and delivery by an Eligible Director of an
Election Form to the Company.   
   2.9      Renewal Election Form
shall mean the form attached hereto as Exhibit B by which Eligible Directors
may elect to continue to receive their Directors Compensation in the form of
shares of Common Stock of the Company for an additional 12-month term.  2.10    Renewal Share Election
shall mean the completion, execution and delivery by an Eligible Director of a
Renewal Election Form to the Company.  2.11    Shares shall mean shares
of Common Stock.  2.12    Share Price shall mean
the average closing price of a Share for the ten business days prior to the
Distribution Date as reported on the national securities exchange on which such
Shares are traded, or if the Shares are not traded on a national securities
exchange, Share Price shall be deemed to be the average of the closing price of
the Shares on the over-the-counter market for the ten business days prior to
the Distribution Date.  ARTICLE III  ELECTIONS  3.1      Election by Directors.  Upon receipt by the Company of a completed
Election Form, each Eligible Director shall receive during the period of such
election as provided below, in lieu of their Directors Compensation, the
number of Shares of Common Stock equal to the amount of Directors Compensation
then owed to such Eligible Director on such Distribution Date divided by the
Share Price.  Each Eligible Director
delivering an Election Form shall receive his Directors Compensation in Shres
for the following twelve (12) months. 
Thereafter, an Eligible Director may renew his Election Form in twelve
(12) month increments by submitting a Renewal Election Form to the Company.  3.2      Purchase Date.  Election Shares shall be deemed to have been
received by an Eligible Director on the Distribution Date.  ARTICLE IV  STOCK RESERVED FOR THE PLAN  A total of 50,000 shares of the Companys Common Stock, $.01 par value
per share, shall be subject to the Plan. 
The Shares of Common Stock subject to the Plan shall consist of unissued
shares or previously issued shares held by the Company, and such number of
Shares of Common Stock shall be and is hereby reserved for such purpose.  Any of such Shares of Common Stock that may
remain unissued at the termination of the Plan shall cease to be reserved for
the purposes of the Plan, but until termination of the Plan the Company shall
at all times reserve a sufficient number of Shares of Common Stock to meet the
requirements of the Plan.  2 
   ARTICLE V  GOVERNMENT AND OTHER REGULATIONS  5.1      Delivery of Shares.  The obligation of the Company to issue or
transfer and deliver Shares under the Plan shall be subject to all applicable
laws, regulations, rules, orders and approvals which shall then be in effect.  5.2      Securities Laws.  Notwithstanding any other provision in the
Plan, no Shares may be sold unless and until such Shares have been registered
under the Securities Act of 1933, as amended, and applicable state securities
laws, or are, in the opinion of counsel to the Company, exempt from such
registration in the United States.  The
Company shall not be under any obligation to register under applicable federal
or state securities laws any Shares in order to permit the sale of Shares,
although the Company may in its sole discretion register such Shares at such
time as the Company shall determine. 
Until such time as the Company shall register the Shares, the Shares
issued under the Plan shall bear an appropriate restrictive legend restricting
the transfer or pledge of such Shares.  ARTICLE VI  TAX  The Company may make such provisions as it may deem appropriate,
consistent with applicable law, in connection with any Shares issued under the
Plan with respect to I.R.S. reporting requirements (including the filing and
furnishing of Form 1099-MISC) and the withholding of any taxes (if applicable)
or any other tax matters.  ARTICLE VII  MISCELLANEOUS PROVISIONS  7.1      Amendment or Termination
of the Plan.  The Board may at any time
amend, revise, suspend or terminate this Plan or the terms hereof.  7.2      Plan Expenses.  Any expenses in the administration of the
Plan shall be borne by the Company.  7.3      Governing Law.  The Plan has been adopted under the laws of
the State of Delaware.  The Plan and all
matters related thereto, shall be governed by and construed and enforceable in
accordance with the laws of the State of Delaware as it then exists.  7.4      Effectiveness.  The Plan shall become Effective upon
approval by the Board or a committee of the Board that is composed solely of
two or more Non-Employee Directors.  3 
   Exhibit A  ELECTION FORM  To:          Inamed Corporation 5540 Ekwill
Street, Suite D Santa Barbara,
California 93111 ATTENTION:  Assistant Secretary (fax:  805/692-5441)  Please be advised that, director of Inamed Corporation (the Company),
pursuant to the 1999 Directors Stock Election Plan (the Plan), hereby elects
to receive his Directors Compensation, as that term is defined in the Plan, in
the form of Shares of Common Stock of the Company.  I understand that as an initial election, I shall not be able to
change such election for a period of 12 months following the date hereof.  I hereby represent to the Company that the Shares of the Companys
Common Stock which shall be acquired by me pursuant to the Plan are being
acquired for my account for investment purposes and not with a view to the
public resale or distribution thereof and that I will not sell, transfer or
otherwise dispose of the securities except in compliance with the Securities
Act of 1933, as amended, or an exemption thereof.  NameDate  4 
   Exhibit B  RENEWAL ELECTION FORM  To:          Inamed Corporation 5540 Ekwill
Street, Suite D Santa Barbara,
California 93111 ATTENTION:  Assistant Secretary (fax:  805/692-5441)  Please be advised that, director of Inamed Corporation (the Company),
pursuant to the 1999 Directors Stock Election Plan (the Plan), hereby elects
to continue to receive his Directors Compensation, as that term is defined in
the Plan, in the form of Shares of Common Stock of the Company.  I understand that as an renewal election, I
shall not be able to change such election for a period of 12 months following
the date hereof.  I hereby represent to the Company that the Shares of the Companys
Common Stock which shall be acquired by me pursuant to the Plan are being
acquired for my account for investment purposes and not with a view to the
public resale or distribution thereof and that I will not sell, transfer or
otherwise dispose of the securities except in compliance with the Securities
Act of 1933, as amended, or an exemption thereof.  NameDate  5