UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2 )*
Inamed Corporation
(Name of Issuer)
Common Stock
(Title of Class of Securities)
453235103
(CUSIP Number)
Jonathan Green, Esq.
Appaloosa Management L.P.
51 John F. Kennedy Parkway
Short Hills, New Jersey 07078
(201) 376-5400
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 23, 1997
(Date of Event which Requires Filing
of this Statement)
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 box if a fee is being paid with the
statement . (A fee is not required only if the
reporting 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 such
class.) (See Rule 13d-7)
Note: Six copies of this statement, including all
exhibits, should be filed with the Commission. See Rule
13d-1(a) for other parties to whom copies are to be
sent.
*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 disclosure provided in a prior cover page.
The information required on 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 be subject to all other
provisions of the Act (however, see the Notes).
Exhibit Index: Page 6
Page 1 of 8 Pages<PAGE>
SCHEDULE 13D
CUSIP No. 453235103 Page 2 of 8 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Appaloosa Management L.P.
2 Check the Appropriate Box If a Member of a Group*
a.
b. X
3 SEC Use Only
4 Source of Funds*
N/A
5 Check Box If Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e)
6 Citizenship or Place of Organization
Delaware
7 Sole Voting Power
Number of776,300
Shares
Beneficially 8 Shared Voting Power
Owned By-0-
Each
Reporting 9 Sole Dispositive Power
Person776,300
With
10 Shared Dispositive Power
-0-
11 Aggregate Amount Beneficially Owned by Each
Reporting Person
776,300
12 Check Box If the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented By Amount in Row (11)
9.70%
14 Type of Reporting Person*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!<PAGE>
SCHEDULE 13D
CUSIP No. 453235103 Page 3 of 8 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
David A. Tepper
2 Check the Appropriate Box If a Member of a Group*
a.
b. X
3 SEC Use Only
4 Source of Funds*
N/A
5 Check Box If Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e)
6 Citizenship or Place of Organization
United States
7 Sole Voting Power
Number of776,300
Shares
Beneficially 8 Shared Voting Power
Owned By-0-
Each
Reporting 9 Sole Dispositive Power
Person776,300
With
10 Shared Dispositive Power
-0-
11 Aggregate Amount Beneficially Owned by Each
Reporting Person
776,300
12 Check Box If the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented By Amount in Row (11)
9.70%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
This Amendment No. 2 to the statement on
Schedule 13D filed on behalf of Appaloosa
Management L.P. (the "Manager") and David A. Tepper
("Mr. Tepper" and together with the Manager,
collectively, the "Reporting Persons") on August
26, 1996, as amended by Amendment No. 1 filed on
September 26, 1996 (the "Schedule 13D") relates to
the common stock of Inamed Corporation (the
"Company"). Capitalized terms used but not
otherwise defined herein shall have the meanings
ascribed to such terms in the Schedule 13D. The
Schedule 13D is hereby amended and supplemented as
follows:
Item 3.Source and Amount of Funds or Other
Consideration
Of the additional 147,200 Shares acquired by
the Reporting Persons since the filing of the
Amendment No. 1 to Schedule 13D, on September 26,
1996, 87,389 Shares were purchased with the
personal funds of the Partnership, 40,662 Shares
were purchased with the working capital of Palomino
and 19,149 Shares were purchased with the working
capital of Reliance.
Item 5.Interest in Securities of the Issuer
Since the filing of Amendment No. 1 to the
Schedule 13D, on September 26, 1996, the Accounts
purchased, in the aggregate, 147,200 Shares in the
open market. As a result of these purchases and as
of September 26, 1996, 455,900 Shares are held by
the Partnership, 86,905 Shares are held by Reliance
and 233,495 Shares are held by Palomino.
(a) This statement on Schedule 13D relates to
776,300 Shares beneficially owned by the
Reporting Persons, which constitute
approximately 9.70% of the issued and
outstanding Shares.
(b) The Manager has sole voting and dispositive
power with respect to 776,300 Shares. Mr.
Tepper has sole voting and dispositive power
with respect to 776,300 Shares.
(c) Within the past sixty days, the Reporting
Persons purchased Shares on the dates, in the
amounts and at the prices set forth on Exhibit
A annexed hereto and incorporated by reference
herein. All of such purchases were made on
the open market.
(d) Not applicable.
(e)Not applicable.
<PAGE>
Item 7.Material to Be Filed as Exhibits
Exhibit A:Transactions in Shares Within
Past 60 Days.
SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the
information set forth in this statement is true,
complete and correct.
Dated: January 28, 1997
Appaloosa Management L.P.
By:Appaloosa Partners
Inc.,
Its General Partner
By:/s/ David A. Tepper
David A. Tepper
President
David A. Tepper
/s/ David A. Tepper
<PAGE>
EXHIBIT INDEX
ExhibitExhibit Name
Page
ATransactions in Shares Within Past
60 Days7
<PAGE>
EXHIBIT A
Transactions in Shares of the Company
Within the Past Sixty Days
Transactions by Appaloosa Investment Limited
Partnership I
Purchase
/ Sale
Trade
Date
No. Of
Shares
Purchas
ed /
Sold
Price
per
Share
P
12-06-96
10,835
7.175
P
12-11-96
18,000
7.3138
P
12-11-96
1,690
6.8
P
12-12-96
3,000
7.175
P
12-17-96
6,020
7.31
P
01-21-97
4,109
7.54
P
01-23-97
2,935
7.5
P
01-23-97
12,327
7.5917
P
01-23-97
1,468
7.625
P
01-24-97
3,525
7.67499
9
P
01-24-97
17,610
7.875
P
01-27-
97
5,870
7.875
Transactions by Reliance Standard Life Insurance
Company
Purchase
/ Sale
Trade
Date
No. Of
Shares
Purchas
ed /
Sold
Price
per
Share
P
12-06-96
2,810
7.175
P
12-11-96
4,665
7.31380
1
P
12-11-96
435
6.8
P
12-12-96
800
7.175
P
12-17-96
1,560
7.31
P
01-21-97
763
7.54
P
01-23-97
545
7.5
P
01-23-97
2,289
7.59169
9
P
01-23-97
272
7.625
P
01-24-97
650
7.675
P
01-24-97
3,270
7.875
P
01-27-
97
1,090
7.875
Purchases by Palomino Fund Ltd.
Purchase
/ Sale
Trade
Date
No. Of
Shares
Purchas
ed /
Sold
Price
per
Share
P
12-06-96
4,355
7.17499
9
P
12-11-96
7,235
7.3138
P
12-11-96
675
6.8
P
12-12-96
1,200
7.175
P
12-17-96
2,420
7.31
P
01-21-97
2,128
7.54
P
01-23-97
1,520
7.5
P
01-23-97
6,384
7.5917
P
01-23-97
760
7.625
P
01-24-97
1,825
7.67499
7
P
01-24-97
9,120
7.875
P
01-27-
97
3,040
7.875
