UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 7 )*
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<PAGE>
Robert C. Schwenkel, Esq.
Fried, Frank, Harris,
Shriver & Jacobson
One New York Plaza
New York, New York 10004
(212) 859-8000<PAGE>
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 26, 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 .
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 6 Pages<PAGE>
SCHEDULE 13D
CUSIP No. 453235103 Page 2 of 6 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 of4,272,316
Shares
Beneficially 8 Shared Voting Power
Owned By-0-
Each
Reporting 9 Sole Dispositive Power
Person4,272,316
With
10 Shared Dispositive Power
-0-
11 Aggregate Amount Beneficially Owned by Each Reporting
Person
4,272,316
12 Check Box If the Aggregate Amount in Row (11) Excludes
Certain Shares*
13 Percent of Class Represented By Amount in Row (11)
35.96%
14 Type of Reporting Person*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!<PAGE>
SCHEDULE 13D
CUSIP No. 453235103 Page 3 of 6 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 of4,272,316
Shares
Beneficially 8 Shared Voting Power
Owned By-0-
Each
Reporting 9 Sole Dispositive Power
Person4,272,316
With
10 Shared Dispositive Power
-0-
11 Aggregate Amount Beneficially Owned by Each Reporting
Person
4,272,316
12 Check Box If the Aggregate Amount in Row (11) Excludes
Certain Shares*
13 Percent of Class Represented By Amount in Row (11)
35.96%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
This Amendment No. 7 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, Amendment No. 2 filed on January 28, 1997, Amendment No.
3 filed on April 7, 1997, Amendment No. 4 filed on May 13,
1997, Amendment No. 5 filed on June 12, 1997, and Amendment
No. 6 filed on July 14, 1997 (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 5.Interest in Securities of the Issuer
On November 26, 1997, in a privately-negotiated
transaction, the Partnership, Palomino and Ferd purchased
$381,732.64, $308,525.77 and $86,884.59 principal amount of
the 11% Secured Convertible Notes due 1999 of the Company,
respectively (or $777,143.00 principal amount of the Notes in
the aggregate), at par.
Pursuant to the Second Supplemental Indenture to the
Indenture, dated as of July 2, 1997 (the "Second Supplemental
Indenture") (Exhibit A hereto and incorporated by reference
herein), such Notes are convertible into, and the Partnership,
Palomino and Ferd may be deemed to have acquired beneficial
ownership of an additional, 71,488, 57,778 and 16,271 Shares,
respectively (or 145,537 Shares in the aggregate).
Accordingly, as of the date hereof, the Partnership,
Palomino, Ferd and Reliance may be deemed to have beneficial
ownership of 2,166,602, 1,584,325, 434,540 and 86,849 Shares,
respectively (or 4,272,316 Shares in the aggregate).
(a) This statement on Schedule 13D relates to 4,272,316
Shares which may be deemed to be beneficially owned by
the Reporting Persons and which constitute approximately
35.96% of the issued and outstanding Shares.
(b) The Manager may be deemed to have sole voting and
dispositive power with respect to 4,272,316 Shares. Mr.
Tepper may be deemed to have sole voting and dispositive
power with respect to 4,272,316 Shares.
(c) Not applicable.
(d) Not applicable.
(e)Not applicable.
<PAGE>
Item 7.Material to Be Filed as Exhibits
Exhibit A:Second Supplemental Indenture
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: December 3, 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
Exhibit
Exhibit Name
Page
A
Second
Supplemental
Indenture
[Incorporated by
reference to
Exhibit 10.2 to
the Report on Form
8-K of the Company
filed July 14,
1997]
