SC 14D1/A

   1
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                SCHEDULE 14D-1/A
                                (AMENDMENT NO. 3)

               TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1)
                     OF THE SECURITIES EXCHANGE ACT OF 1934


                            COLLAGEN AESTHETICS, INC.
                            (Name of Subject Company)

                               INAMED CORPORATION
                         INAMED ACQUISITION CORPORATION
                                    (Bidders)

                          Common Stock, $.01 Par Value
                         Preferred Share Purchase Rights
                        (Title of Classes of Securities)

                                    194194106
                      (CUSIP Number of Class of Securities)

                               Ilan K. Reich, Esq.
                                    President
                               Inamed Corporation
                           1120 Avenue of the Americas
                                   Suite 4000
                            New York, New York 10036
                                 (212) 626-6800
                  (Name, Address and Telephone Number of Person
     Authorized to Receive Notices and Communications on Behalf of Bidders)

                                   Copies to:

                             Lawrence Lederman, Esq.
                       Milbank, Tweed, Hadley & McCloy LLP
                            One Chase Manhattan Plaza
                            New York, New York 10005
                                 (212) 530-5000
   2
                                  TENDER OFFER

      This Amendment No. 3 amends and supplements the Tender Offer Statement on
Schedule 14D-1 filed with the Securities and Exchange Commission (the
"Commission") on August 4, 1999, as amended by Amendment No. 1 to Schedule 14D-1
filed with the Commission on August 5, 1999 and Amendment No. 2 to Schedule
14D-1 filed with the Commission on August 23, 1999 (as so amended, the "Schedule
14D-1" ), filed by Inamed Corporation, a Delaware corporation ("Parent"), and
Inamed Acquisition Corporation ("Purchaser"), a Delaware corporation and
wholly-owned subsidiary of Parent, relating to the offer by Purchaser to
purchase all outstanding shares of common stock, par value $.01 per share (the
"Shares"), of Collagen Aesthetics, Inc., a Delaware corporation (the "Company"),
and the associated preferred share purchase rights (the "Rights") issued
pursuant to the Amended and Restated Preferred Share Rights Agreement, dated as
of May 6, 1999, between the Company and The Bank of New York, as Rights Agent
(as the same may be amended, the "Rights Agreement"), at a purchase price of
$16.25 per Share (and associated Right), net to the seller in cash, on the terms
and subject to the conditions set forth in the Offer to Purchase dated August 4,
1999 (the "Offer to Purchase") and in the related Letter of Transmittal, copies
of which are attached to the Schedule 14D-1 as Exhibits (a)(1) and (a)(2),
respectively. Capitalized terms used herein but not defined herein have the
meanings specified for such terms in the Offer to Purchase and the Schedule
14D-1.

ITEM 4.     SOURCES AND AMOUNT OF FUNDS

            Item 4 of the Schedule 14D-1 is hereby amended and supplemented to
include the following:

             Reference is hereby made to the information set forth in Section
12 ("Source and Amount of Funds") of the Offer to Purchase. On September 1,
1999, Parent and Purchaser entered into a loan agreement (the "Loan
Agreement"), by and among Parent and Purchaser, as Borrowers, the lenders
listed on the signature pages thereto, as the Initial Lenders, and Ableco
Finance LLC, as the administrative agent. Pursuant to the Loan Agreement,
Parent has issued senior secured bridge notes in an aggregate principal amount
of $155,000,000.


ITEM 6.     INTEREST IN SECURITIES OF THE SUBJECT COMPANY

            Item 6 of the Schedule 14D-1 is hereby amended and supplemented to
include the following:

            (a) At 12:00 midnight, New York City time, on Tuesday, August 31,
1999, the Offer expired. Based on a preliminary count, approximately 8,049,603
Shares were tendered and not withdrawn (including 27,667 Shares subject to
guaranteed delivery) pursuant to the Offer, representing approximately 92.89% of
the outstanding Shares.

            All Shares validly tendered and not withdrawn prior to the
expiration of the Offer were accepted for payment. A copy of a joint press
release announcing the expiration of the Offer and the acceptance of validly
tendered Shares is attached hereto as Exhibit (a)(13).

ITEM 10.    ADDITIONAL INFORMATION.

            Item 10 of the Schedule 14D-1 is hereby amended and supplemented to
include the following:


                                       2
   3
            At 12:00 midnight, New York City time, on Tuesday, August 31, 1999,
the Offer expired. All Shares validly tendered and not withdrawn prior to the
expiration of the Offer were accepted for payment.


ITEM 11.    EXHIBITS

            Item 11 of the Schedule 14D-1 is hereby amended by adding the
following new Exhibit:


            (a)(13)     Text of Press Release issued by Parent and the
                        Company on September 1, 1999.



                                       3
   4
                                   SIGNATURES


            After due inquiry and to the best of their knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.

Dated:  September 1, 1999

                                    INAMED CORPORATION

                                    By:  /s/ Ilan K. Reich
                                         ------------------------------
                                         Name: Ilan K. Reich
                                         Title:  President


                                    INAMED ACQUISITION CORPORATION

                                    By:  /s/ Ilan K. Reich
                                         ------------------------------
                                         Name: Ilan K. Reich
                                         Title:  President


                                       4
   5
                                 EXHIBITS INDEX

Exhibit
Number                                Title

(a)(1)      Offer to Purchase, dated August 4, 1999.*

(a)(2)      Letter of Transmittal.*

(a)(3)      Letter to Brokers, Dealers, Commercial Banks, Trust Companies and
            Nominees.*

(a)(4)      Letter to Clients for Use by Brokers, Dealers, Commercial banks,
            Trust Companies and Nominees.*

(a)(5)      Notice of Guaranteed Delivery.*

(a)(6)      Guidelines for Certification of Taxpayer Identification Number on
            Substitute Form W-9.*

(a)(7)      Text of press release issued by Parent on August 2, 1999.*

(a)(8)      Text of press release issued by the Company on August 2, 1999.*

(a)(9)      Text of press release issued by Parent on August 4, 1999.*

(a)(10)     Form of Summary Advertisement dated August 4, 1999.*

(a)(11)     Text of press release issued by the Company on August 5, 1999.**

(a)(12)     Text of press release issued by Parent and the Company on August 23,
            1999.***

(a)(13)     Text of Press Release issued by Parent and the Company on September
            1, 1999.

(b)(1)      Commitment Letter, dated as of July 23, 1999, from Cerberus Capital
            Management, L.P.*

(b)(2)      Amendment to Commitment Letter, dated July 30, 1999, from Inamed
            Corporation and acknowledged and confirmed by Cerberus Capital
            Management, L.P.*

(c)(1)      Agreement and Plan of Merger, dated as of July 31, 1999, by and
            among the Company, Purchaser and Parent.*

(c)(2)      Confidentiality Agreement, dated as of April 23, 1999, between the
            Company and Parent.*

(d)         Not applicable.

(e)         Not applicable.


                                       5
   6
(f)         Not applicable.

*     Previously filed as an exhibit to the Schedule 14D-1.

**    Previously filed as an exhibit to Amendment No. 1 to the Schedule 14D-1.

***   Previously filed as an exhibit to Amendment No. 2 to the Schedule 14D-1.


                                       6

EX-99.A.13

   1

                                                                 EXHIBIT (a)(13)


Inamed Contacts:
Ilan Reich, President or
Michael Doty, Chief Financial Officer
(212) 626-6800

Collagen Aesthetics Contact:
Michael A. Bates, Chief Financial Officer
(650) 856-0200
www.collagen.com


                INAMED CORPORATION ACQUIRES APPROXIMATELY 92.89%
                  OF COLLAGEN AESTHETICS, INC. IN TENDER OFFER

      Santa Barbara and Palo Alto, California -- September 1, 1999 --Inamed
Corporation (OTC BB: IMDC) and Collagen Aesthetics, Inc. (Nasdaq NM: CGEN)
jointly announced today that Inamed's wholly owned subsidiary, Inamed
Acquisition Corporation, completed its $16.25 per share cash tender offer for
all the outstanding shares, and the associated preferred share purchase rights,
of Collagen Aesthetics, Inc.

      According to the depositary's preliminary report, approximately 8,049,603
shares were tendered and not withdrawn (including 27,667 shares subject to
guaranteed delivery) as of the expiration of the tender offer, representing
approximately 92.89% of the outstanding Collagen Aesthetics shares. The offer
expired at 12:00 midnight, New York City time, on Tuesday, August 31, 1999.
Inamed Acquisition Corporation accepted for payment all shares validly tendered
according to the terms of the tender offer.

                                       ###


                                       7