8-K

UNITED STATES SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

_________________

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported) August 5, 2004

ENDOLOGIX, INC.

(Exact name of registrant as specified in its charter)

DELAWARE                   0-28440                    68-0328265

(Stateor other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)

13900 ALTON PARKWAY, SUITE 122
IRVINE, CA 92618

(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code      (949) 595-7200

Item 7. FINANCIAL STATEMENTS AND EXHIBITS.

99.1 Press Release, dated August 5, 2004, issued by Endologix, Inc.

Item 12. DISCLOSURE OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

On August 5, 2004, Endologix, Inc. announced financial results for the second quarter ended June 30, 2004. A copy of the press release making this announcement is attached hereto as Exhibit 99.1 and incorporated herein by reference. The press release shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933.

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SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: August 6, 2004 By:      /s/ David M. Richards           __________________________________________
           David M. Richards
           Chief Financial Officer

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EXHIBIT INDEX

Exhibit 99.1 Earnings Release of Endologix, Inc. dated August 5, 2004

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EX-99

Exhibit 99.1

{ENDOLOGIX, INC. LOGO}

PRESS RELEASE

DATE:	August 5, 2004
CONTACT:	David Richards, Chief Financial Officer, 949-595-7200
	www.endologix.com

Endologix, Inc.Reports

2nd Quarter 2004 Results

Irvine, CA — August 5, 2004 — Endologix, Inc., (NASDAQ: ELGX) today announced financial results for the secondquarter ended June 30, 2004.

Paul McCormick, Endologix’s President and CEO, said, “During the second quarter, we continued to make significant progress on the FDA’s review of our pre-market application (“PMA”) for the infrarenal Powerlink System for treating Abdominal Aortic Aneurysms. Moreover, we received and responded to the FDA’s letter following their in-depth review of our PMA. Based upon the FDA’s review thus far, and the strength of our clinical results, we continue to believe that we will receive FDA approval for our infrarenal Powerlink System in the second half of 2004.”

Total revenues for the second quarter of 2004 were 22% higher at $1,202,000, compared with $989,000 for the second quarter of 2003. The increase was due to higher product revenues for the second quarter of 2004 of $565,000, primarily from initial orders from our new European distributor, Edwards LifeSciences AG, and was partially offset by a decrease of $352,000 in license revenues from Guidant product licensing.

Total revenues for the first six months of 2004 were 6% lower at $2,022,000, compared with $2,151,000 for the same period of 2003. The increase in product revenue of $418,000 for the first six months of 2004 was due primarily from initial orders from our new European distributor, and was offset by a $547,000 decrease in license revenue from Guidant. We anticipate that Guidant license revenues will continue to decline.

Total operating expenses increased $319,000 for the second quarter of 2004 to $2,886,000, compared with $2,567,000 for the same period of 2003. The increase in sales and marketing staffing costs was related to higher staffing costs incurred in anticipation of a focused U.S. launch of our infrarenal Powerlink System in the second half of 2004 and accounted primarily for the increase in operating expenses during the second quarter of 2004.

Total operating expenses increased $683,000 for the first six months of 2004 to $5,500,000, compared with $4,817,000 for the same period of 2003. During the first six months of 2004, costs increased $435,000 for sales and marketing due primarily to staffing increases, as described above. General and administration costs increased $696,000 due mainly to a 2003 legal cost reimbursement of $468,000 under a lawsuit settlement, and 2004 consulting costs for review of our internal controls over financial reporting, as required under section 404 of the Sarbanes-Oxley Act. These cost increases were partially offset by a decrease in research and development costs for legacy radiation product clinical trials of $445,000.

Endologix, Inc. develops and manufactures minimally invasive treatments for vascular diseases. The Company’s Powerlink System is an endoluminal stent graft for treating abdominal aortic aneurysm (AAA). AAA is a weakening of the wall of the aorta, the largest artery in the body, resulting in a balloon-like enlargement. Once AAA develops, it continues to enlarge and, if left untreated, becomes increasingly susceptible to rupture. The overall patient mortality rate for ruptured abdominal aortic aneurysms is approximately 75%, making it the 13th leading cause of death in the United States. Additional information can be found on the Company’s Web site at www.endologix.com.

Except for historical information contained herein, this news release contains forward-looking statements, the accuracy of which are necessarily subject to risks and uncertainties, including reduction of Company revenue resulting from declines in sales of Guidant’s royalty-bearing products, and the unpredictability of clinical trials and regulatory approval, changes in future economic, competitive and market conditions, uncertainty of acceptance in the marketplace and future business decisions, adequacy of financial resources to support operations after December 31, 2005 and our ability to raise capital, all of which are difficult or impossible to predict accurately and many of which are beyond the control of Endologix, and the risk factors and other matters set forth in the Company’s Annual Report on Form 10-K for the year ended December 31, 2003, and other reports filed thereafter.

{ENDOLOGIX, INC. LOGO}

ENDOLOGIX, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share amounts)
(Unaudited)

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2003			2004			2003			2004
Revenue:
Product sales	$	295		$	860		$	785		$	1,203
License revenue		694			342			1,366			819
Total revenues		989			1,202			2,151			2,022
Cost of product sales		108			415			365			658
Gross profit		881			787			1,786			1,364
Operating expenses:
Research, development and clinical		1,715			1,652			3,561			3,097
Marketing and sales		154			481			437			872
General and administrative		697			753			835			1,531
Minority Interest		1			--			(16	)		--
Total operating expenses		2,567			2,886			4,817			5,500
Loss from operations		(1,686	)		(2,099	)		(3,031	)		(4,136	)
Other income (expense):
Interest income		46			83			200			137
Gain (loss) on disposal of assets		(11	)		--			(8	)		3
Other expense		(2	)		(16	)		(4	)		(9	)
Total other income		33			67			188			131
Net loss		($ 1,653	)		($ 2,032	)		($ 2,843	)		($ 4,005	)
Basic and diluted net loss per share		($ 0.07	)		($ 0.06	)		($ 0.12	)		($ 0.13	)
Shares used in computing basic and
diluted net loss per share		23,915			31,717			23,981			30,495

{ENDOLOGIX, INC. LOGO}

ENDOLOGIX, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands)
(Unaudited)

	December 31,		June 30,
	2003		2004
ASSETS
Cash, cash equivalents and marketable securities	$	12,568	$	21,398
Accounts receivable, net		239		505
Other receivables		656		442
Inventories		2,780		3,195
Other current assets		245		374
Total current assets		16,488		25,913
Property and equipment, net		141		195
Marketable securities		211		5,054
Goodwill and other intangibles, net		18,136		17,433
Other assets		367		28
Total Assets	$	35,343	$	48,624
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities	$	1,468	$	1,858
Accrued compensation		--		88
Total liabilities		1,468		1,946
Stockholders' equity		33,875		46,678
Total Liabilities and Stockholders' Equity	$	35,343	$	48,624

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