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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
Name of Issuer: INAMED Corporation
Title of Class of Securities: Common Stock and Secured
Convertible Notes
CUSIP Number: 453235103
(Name, Address and Telephone Number of Person
Authorized To Receive Notices and Communications)
Norman S. Schleifer
c/o Oracle Partners, L.P.
712 Fifth Avenue, 45th Floor
New York, New York 10019
(Date of Event which Requires Filing of this Statement)
1/23/96
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of
Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following line if a fee is being paid with this
statement X. (A fee is not required only if the filing person:
(1) has a previous statement on file reporting beneficial
ownership of more than five percent of the class of securities
described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of
class. See Rule 13d-7).
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided
in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
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be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP No. 453235103
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Larry N. Feinberg S.S. ####-##-####
2. Check the appropriate box if a member of a group
a.
b.
3. SEC Use Only
4. SOURCE OF FUNDS
WC
5. Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) of 2(e)
6. Citizenship or Place of Organization
U.S.
7. Sole Voting Power
775,200 (including Notes convertible to 700,000 shares)
8. Shared Voting Power
9. Sole Dispositive Power
775,200 (including Notes convertible to 700,000 shares)
10. Shared Dispositive Power
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
775,200 (including Notes convertible to 700,00 shares)
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares*
13. Percent of Class Represented by Amount in Row (11)
9.25%
14. Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES
TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE,
AND THE SIGNATURE ATTESTATION.
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Item 1. SECURITY AND ISSUER
This statement relates to shares of common stock (the
"Common Stock") and Secured Convertible Notes (the "Notes") of
INAMED Corporation ("INAMED"). INAMED's principal executive
office is located at 3800 Howard Hughes Parkway, Las Vegas,
Nevada 89109.
Item 2. IDENTITY AND BACKGROUND
This statement is being filed on behalf of Mr. Larry N.
Feinberg. Mr. Feinberg is the managing general partner of Oracle
Partners, L.P. and Oracle Institutional Partners, L.P., both of
which are investment limited partnerships (the "Partnerships").
The principal offices of the Partnerships are at 712 Fifth
Avenue, 45th Floor, New York, New York 10019.
Mr. Feinberg has not during the last five years, been
convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors). Mr. Feinberg has not during the last
five years, been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction which resulted in a
judgment, decree or final order enjoining future violations of,
or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violations with respect to
such laws.
Mr. Feinberg is a citizen of the United States of
America.
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Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
As of the date hereof, Mr. Feinberg is deemed to
beneficially own 75,200 Shares of INAMED's Common Stock and Notes
convertible into 700,000 shares. The Common Stock and the Notes
are held by the Partnerships and managed accounts over which
Mr. Feinberg has investment discretion. In the last sixty days,
75,200 shares of Common Stock were purchased in open market
transactions at an aggregate cost of $668,700 and Notes
convertible into 700,000 shares of Common Stock were purchased at
a cost of $7,000,000.00. The funds for the purchase of the
Common Stock and the Notes held in the Partnerships, over which
Mr. Feinberg has investment discretion, came from capital
contributions to the Partnerships by their general and limited
partners. The funds for the purchase of Common Stock and the
Notes convertible into Common Stock held in the managed accounts,
over which Mr. Feinberg has investment discretion, came from each
managed account's own funds. No leverage was used to purchase
the Common Stock or Notes.
Item 4. PURPOSE OF TRANSACTION
The Common Stock and Notes beneficially owned by Mr.
Feinberg were acquired for, and are being held for, investment
purposes. Mr. Feinberg may acquire additional shares of Common
Stock, dispose of all or some of those shares from time to time,
in each case in open market transactions, block sales or
purchases or otherwise, or may continue to hold those shares.
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Mr. Feinberg does not have any plan or proposal which
relates to, or would result in, any of the actions enumerated in
Item 4 of the instructions to Schedule 13D. However, Mr.
Feinberg reserves the right to discuss company business with
management, make proposals to management and/or take other
actions to influence the management of INAMED should he deem such
actions appropriate.
Item 5. INTEREST IN SECURITIES OF THE ISSUER
As of the date hereof, Mr. Feinberg is deemed to be the
beneficial owner of 75,200 Shares of INAMED Common Stock and
Notes convertible into 700,000 additional shares. Assuming the
conversion of the Notes, Mr. Feinberg would own 775,200 shares of
INAMED Common Stock constituting 9.25% of the outstanding shares
of INAMED Common Stock based upon 8,377,617 shares which would be
outstanding upon conversion of the Notes. The figure is based on
the information received from INAMED stating that, as of January
26, 1996, there are 7,677,617 shares of INAMED Common Stock
outstanding. Mr. Feinberg has the power to vote, direct the
vote, dispose of or direct the disposition of all the shares of
INAMED Common Stock that he is currently deemed to beneficially
own.
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Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF
THE ISSUER
Except as set forth herein, Mr. Feinberg does not have
any contract, arrangement, understanding or relationship with any
person with respect to the shares of INAMED Common Stock. INAMED
and Partnerships and managed accounts over which Mr. Feinberg has
investment discretion entered into an agreement to purchase
Convertible Notes on January 23, 1996 (the "Agreement"). Under
the terms of the Agreement, the Partnerships and managed accounts
over which Mr. Feinberg has investment discretion have purchased
Notes convertible into 700,000 shares of INAMED Common Stock (at
a conversion price of $10 per share). The Notes will mature on
January 23, 1999 and will bear interest until conversion at 11%
payable quarterly.
Item 7. MATERIAL TO BE FILED AS EXHIBITS
Attached hereto as Exhibit A is a description of the
transactions in the shares of INAMED Common Stock that were
effected by Mr. Feinberg during the past 60 days.
Signature
The undersigned, after reasonable inquiry and to the
best of his knowledge and belief, certifies that the information
set forth in this statement is true, complete and correct.
February 2, 1996
/s/ Larry N. Feinberg
________________________________
Larry N. Feinberg
00751001.AI8
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EXHIBIT A
Daily Transactions -
common stock
____________________
Trade Date Number of Shares Price Per Share Value
_________ _______________ _______________ _____
12/15/95 20,000 $8.875 $177,500
12/19/95 20,000 8.875 177,500
12/22/95 10,000 9.125 91,250
12/28/95 20,000 8.750 175,000
1/12/96 5,200 9.125 47,450
1/23/961 700,000 10.000 7,000,000
____________________
1. Date of the Agreement.
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00751001.AI8
