As filed with the Securities and Exchange Commission on ~~July 16, 2001~~ September 11, 2003

Registration No. 333- ~~================================================================================~~

INTUITIVE SURGICAL, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 77-0416458 (STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER) 1340 W. MIDDLEFIELD ROAD MOUNTAIN VIEW, CALIFORNIA 94043

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

(Name, address, including zip code, and telephone number, including area code, of agent for service)

(650) 237-7000 (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES) LONNIE M. SMITH PRESIDENT AND CHIEF EXECUTIVE OFFICER INTUITIVE SURGICAL, INC. 1340 W. MIDDLEFIELD ROAD MOUNTAIN VIEW, CALIFORNIA 94043 (650) 237-7000 (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE) COPY TO: ALAN C. MENDELSON, ESQ. LATHAM & WATKINS 135 COMMONWEALTH DRIVE MENLO PARK, CALIFORNIA 94025 (650) 463-4693 APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as practicable after the effective328-4600

Approximate date of commencement of proposed sale to the public: From time to time after this Registration ~~Statement.~~ Statement is declared effective.

If the only securities being registered on this Form are pursuant to dividend or interest reinvestment plans, please check the following box. ~~[ ]~~ ¨

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ~~[X]~~ x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ~~[ ]~~ ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ~~[ ]~~ ¨

If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. ~~[ ]~~ ¨

==================================================================================================================================== PROPOSED MAXIMUM PROPOSED MAXIMUM TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF SECURITIES TO BE REGISTERED REGISTERED SHARE(1) PRICE(1) REGISTRATION FEE - ----------------------------------------- ------------------------- ---------------------- ---------------------- ------------------ Common Stock, par value $0.001 per share .................................. 200,000 $13.04 $2,608,000 $652.00 ====================================================================================================================================
(1)	The registration fee has been calculated in accordance with Rule 457(o) under the Securities Act.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the ~~purpose of computing the registration fee required by~~Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section ~~6(b)~~8(a) of the Securities Act or until the Registration Statement shall become effective on such date as the Securities and ~~computed~~Exchange Commission, acting pursuant to Rule 457(c) under the Securities Act based upon the average of the high and low prices of the Common Stock on July 11, 2001, as quoted on the Nasdaq National Market. It is not known how many shares will be purchased under this Registration Statement or at what price shares will be purchased. THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING PURSUANT TO SAID SECTIONsaid Section 8(a), ~~MAY DETERMINE. ================================================================================~~ 2 may determine.

The information in this prospectus is not complete and may be changed. ~~The selling stockholder~~We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and ~~the selling stockholder is~~we are not soliciting offers to buy these securities in any state where the offer or sale is not permitted.

This prospectus is part of ~~common stock are being offered by the selling stockholder identified in this prospectus. The selling stockholder may sell its shares of common stock in~~ a number of different ways and at varying prices. We provide more information about how the selling stockholder may sell its shares in the section entitled "Plan of Distribution" beginning on page 4. We are not selling any shares of our common stock under this prospectus and will not receive any proceeds from the sale of these shares. --------------- OUR COMMON STOCK IS QUOTED ON THE NASDAQ NATIONAL MARKET UNDER THE SYMBOL "ISRG." ON JULY 11, 2001, THE LAST REPORTED SALE PRICE FOR OUR COMMON STOCK ON THE NASDAQ NATIONAL MARKET WAS $13.00 PER SHARE. --------------- INVESTING IN OUR COMMON STOCK INVOLVES RISKS. SEE "RISK FACTORS" BEGINNING ON PAGE 1. --------------- Neitherregistration statement that we filed with the Securities and Exchange Commission ~~nor~~utilizing a “shelf” registration process. Under this shelf registration process, we may from time to time sell common stock described in this prospectus in one or more offerings. We may sell common stock directly to investors or through agents, underwriters or dealers. Each time we sell common stock we will provide specific terms of the offering in a supplement to this prospectus. The prospectus supplement may also add, update or change information contained in this prospectus. You should read this prospectus and the applicable prospectus supplement carefully before you invest in our common stock. This prospectus may not be used to consummate a sale of common stock unless accompanied by the applicable prospectus supplement.

The aggregate offering price of all common stock sold under this prospectus will not exceed $100,000,000.

Our common stock is traded on the Nasdaq National Market under the symbol “ISRG.” On September 10, 2003, the last reported sale price for our common stock on the Nasdaq National Market was $15.15 per share.

These securities have not been approved by the Securities and Exchange Commission or any state securities commission, ~~has approved or disapproved of~~nor have these ~~securities or~~organizations determined ifthat this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

TABLE OF CONTENTS PAGE Risk Factors...........................................................1 About Intuitive Surgical, Inc..........................................1 Special Note Regarding Forward-Looking Statements......................2 Use of Proceeds........................................................2 Selling Stockholder....................................................3 Plan of Distribution...................................................4 Legal Matters..........................................................5 Experts................................................................5 Where You Can Find More Information....................................6 --------------- You should rely only on the

We have not authorized any dealer, salesman or other person to give any information ~~we have provided~~or to make any representation other than those contained or incorporated by reference in this prospectus and the accompanying supplement to this prospectus. ~~Neither we nor~~You must not rely upon any information or representation not contained or incorporated by reference in this prospectus or the ~~selling stockholder have authorized anyone~~accompanying prospectus supplement. This prospectus and the accompanying supplement to ~~provide you with additional or different information. The selling stockholder is~~this prospectus do not ~~making~~constitute an offer to sell or the solicitation of ~~these securities~~an offer to buy common stock, nor do this prospectus and the accompanying supplement to this prospectus constitute an offer to sell or the solicitation of an offer to buy common stock in any jurisdiction ~~where the~~to any person to whom it is unlawful to make such offer ~~is not permitted.~~or solicitation in such jurisdiction. You should not assume that the information contained in this prospectus and the accompanying prospectus supplement is accurate ~~only as of~~on any date subsequent to the date set forth on the front of the document ~~and~~or that any information we have incorporated by reference is ~~accurate only as of~~correct on any date subsequent to the date of the document incorporated by ~~reference. In~~reference, even though this prospectus ~~unless otherwise indicated, "Intuitive Surgical," "we," "us"~~ and ~~"our"~~any accompanying prospectus supplement is delivered or common stock sold on a later date.

We file annual, quarterly and special reports, proxy statements and other information with the Securities and Exchange Commission, which we refer to as the Commission or the SEC. You can inspect and copy these reports, proxy statements and other information at the public reference facility of the Commission, in Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549. You can also obtain copies of these materials from the public reference section of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. Please call the Commission at 1-800-SEC-0330 for further information on the public reference rooms. The Commission also maintains a web site atwww.sec.gov that contains reports, proxy and information statements and other information regarding registrants such as Intuitive Surgical that file electronically with the Commission.

We have filed a registration statement and related exhibits with the Commission under the Securities Act of 1933, as amended, or Securities Act. The registration statement contains additional information about us and our common stock. You may inspect the registration statement and exhibits without charge at the office of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, and you may obtain copies from the Commission at prescribed rates.

The Commission allows us to “incorporate by reference” the information we file with it, which means that we can disclose important information to you by referring to those documents. The information incorporated by reference is an important part of this prospectus, and information that we file later with the Commission will automatically update, modify and supersede this information. We incorporate by reference the following documents we have filed with the Commission pursuant to Section 13 of the Securities Exchange Act of 1934, as amended, or Exchange Act:

Annual Report on Form 10-K/A for the fiscal year ended December 31, 2002;

Proxy Statement included in registration statement on Form S-4 for our annual meeting of stockholders held June 30, 2003;

Quarterly Report on Form 10-Q for the quarter ended June 30, 2003;

Quarterly Report on Form 10-Q for the quarter ended March 31, 2003;

Description of our common stock contained in our registration statement on Form 8-A dated May 26, 2000; and

all documents filed by us with the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this prospectus and before we stop offering common stock under this prospectus (other than those portions of such documents described in paragraphs (i), (k), and (l) of Item 402 of Regulation S-K promulgated by the Commission).

You may request a copy of these filings at no cost, by writing or telephoning us at the following address:

This prospectus and ~~its subsidiaries. Intuitive(TM)(R), da Vinci(TM), EndoWrist(TM), InSite(TM)~~the documents incorporated by reference in this prospectus contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 with respect to the financial condition, results of operations, business strategies, operating efficiencies or synergies, competitive positions, growth opportunities for existing products, plans and ~~Navigator(TM)~~objectives of management, and markets for the Intuitive Surgical common stock and other matters. Statements in this prospectus and the documents incorporated by reference that are ~~trademarks~~not historical facts are hereby identified as “forward-looking statements” for the purpose of the safe harbor provided by Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended. These forward-looking statements, including, without limitation, those relating to the future business prospects, revenues and income wherever they occur in this prospectus or the documents incorporated herein by reference, are necessarily estimates reflecting the best judgment of the management of Intuitive Surgical ~~Inc. i~~ ~~4 RISK FACTORS An investment~~and involve a number of risks and uncertainties that could cause actual results to differ materially from those suggested by the forward-looking statements. These forward-looking statements should, therefore, be considered in ~~our common stock involves a high degree~~light of ~~risk. You should consider carefully the risk~~various important factors, ~~contained in our most recent filing on Form 10-K and all other information contained~~including those set forth in and incorporated by reference in this ~~prospectus before making an investment decision. Additional risks and uncertainties~~prospectus. In addition to the risk factors identified elsewhere, important factors that could cause actual results to differ materially from estimates or projections contained in the forward-looking statements include but are not ~~yet identified~~limited to the following:

Intuitive Surgical’s ability to integrate the operations of Computer Motion with those of Intuitive Surgical, including the respective research and development operations, personnel, product lines and technology, and the rate at which the operations of the two companies are integrated;

Intuitive Surgical’s ability to achieve anticipated synergies and cost savings of the merger with Computer Motion and the rate at which these anticipated synergies and costs savings are achieved;

timing and success of product development and market acceptance of developed products;

regulatory approvals, clearances and restrictions;

guidelines and recommendations in the health care and patient communities;

intellectual property positions and litigation;

competition in the medical device industry and in the specific market of surgery in which Intuitive Surgical operates; and

unanticipated manufacturing disruptions, delays in regulatory approvals of new manufacturing facilities or ~~that we think~~the inability to meet demand for products.

Words such as “estimate,” “project,” “plan,” “intend,” “expect,” “anticipate,” “believe” and similar expressions are ~~immaterial may also materially harm our business, operating results~~intended to identify forward-looking statements. These forward-looking statements are found at various places throughout this prospectus and ~~financial condition and could result~~the documents incorporated by reference. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this prospectus, or in ~~a complete loss~~the case of ~~your investment.~~ documents incorporated by reference, as of the date of those documents. Intuitive Surgical undertakes no obligation to publicly update or release any revisions to these forward-looking statements to reflect events or circumstances after the date of this prospectus or to reflect the occurrence of unanticipated events, except as required by law.

Intuitive Surgical designs, manufactures and ~~manufacture~~markets theda VinciSurgical System, an advanced surgical system that we believe represents a new generation of surgery --— the third generation. We believe that this new generation of surgery, which we callIntuitive surgery, is a revolutionary advance similar in scope to the previous two generations of surgery --— open surgery and minimally invasive surgery, or MIS. Ourda Vinci Surgical System consists of a ~~surgeon's~~surgeon’s console, a patient-side cart, a high performance vision system and ~~our~~ proprietary “wristed” instruments. By placing computer-enhanced technology between the surgeon and patient, we believe that our system enables surgeons to perform better surgery in a manner never before experienced. Theda Vinci Surgical System seamlessly translates the ~~surgeon's~~surgeon’s natural hand movements on instrument controls at a console into corresponding micro-movements of instruments positioned inside the patient through small puncture incisions, or ports. Ourda Vinci Surgical System ~~is the only commercially available technology that can provide~~provides the surgeon with the intuitive control, range of motion, fine tissue manipulation capability and 3-D visualization characteristic of open surgery, while simultaneously allowing the surgeon to work through the small ports of ~~minimally invasive surgery.~~ MIS.

In March 1997, surgeons using an early prototype of our technology successfully performedIntuitive surgery on humans. Beginning in May 1998, surgeons using our technology successfully performed what we believe were the ~~world's~~world’s first computer-enhanced closed chest heart surgeries, including mitral valve repair, dissection of an internal mammary artery and grafting of a coronary artery. In early 2000, surgeons using our technology successfully completed what we believe was the ~~world's~~world’s first beating heart bypass procedure using only small ports. ~~In July 2000, we received marketing clearance from the U.S. Food and Drug Administration (FDA) for the~~ Theda Vinci Surgical System can be used to ~~assist in the~~ control of Intuitive Surgical endoscopic instruments ~~including:~~including, rigid endoscopes, blunt and sharp endoscopic dissectors, scissors, scalpels, forceps/pickups, needle holders, endoscopic retractors, stabilizers, electrocautery, and accessories during ~~laparoscopic~~a wide range of surgical ~~procedures such as cholecystectomy~~procedures. In July 2000, we received marketing clearance from the U.S. Food and Drug Administration, or ~~Nissen fundoplication. Additionally, we~~FDA for general surgery procedures. We received clearance for a non-cardiac thoracoscopic surgery indication for the product in March 2001. Additionally, in May 2001 we received clearance for use of our products in laparoscopic prostatectomy procedures, and in November 2002 we received clearance for use of our products in thoracoscopically-assisted cardiotomy procedures. As of ~~December 31, 2000,~~June 30, 2003, we ~~have~~had sold 40177 of ourda Vinci Surgical Systems and we believe surgeons using our technology have successfully completed ~~over a thousand surgery~~thousands of surgical procedures of various types. ~~The first generation~~

In June 2003, we acquired Computer Motion, Inc. through the merger of ~~surgery, open surgery, remains~~a wholly-owned subsidiary of our company with Computer Motion. In the ~~predominant form~~merger, each outstanding share of ~~surgery and is still used~~Computer Motion common stock was converted in ~~almost every area of the body. However, the large incisions required for open surgery create significant trauma~~ to the ~~patient, resulting~~right to receive 0.51426943 shares of our common stock and we assumed all Computer Motion’s outstanding options and warrants. Our acquisition of Computer Motion is intended to enhance our combined competitive position in ~~long hospitalization~~key industries, while strengthening our work force. The merger also eliminated ongoing intellectual property litigation between the two companies. The acquisition is intended to enable our company to focus on strategic products and ~~recovery times, high hospitalization costs, as well as~~customer, achieve significant ~~pain~~cost synergies and ~~suffering. Over~~economies of scale and improve results of our combined application of robotics to minimally invasive surgery bringing benefits to patients, surgeons and medical centers throughout the past several decades, the second generation of surgery, MIS surgery, has reduced trauma to the patient by allowing some surgeries to be performed through small ports rather than large incisions, resulting in shorter recovery times, fewer complications and reduced hospitalization costs. MIS surgery has been widely adopted for certain surgical procedures, but it has not been widely adopted for complex procedures. We believe surgeons have been slow to adopt MIS surgery for complex procedures because they generally find that fine tissue manipulations, such as dissecting and suturing, using these techniques are more difficult to learn and perform, and are less precise, than in open surgery. Intuitive surgery overcomes many of the shortcomings of both open surgery and MIS surgery. Surgeons operate while seated comfortably at a console viewing a bright and sharp 3-D image of the surgical field. This immersive visualization results in surgeons no longer feeling disconnected from the 5 surgical field and the instruments, as they do when using an endoscope in MIS surgery. While seated at the console, the surgeon manipulates instrument controls in a natural manner, just as he or she has been trained to do in open surgery. Our technology is designed to provide surgeons with a range of motion in the surgical field analogous to the motions of a human wrist, while filtering out the tremor inherent in every surgeon's hand. In designing our products, we have focused on making our technology as simple as possible to use. In our experience, based on over a thousand procedures, surgeons can learn to manipulate our instruments with only a short amount of training and can learn to perform Intuitive surgery with less training than is required for MIS surgery. Our products are designed to make a broad range of open surgical and MIS procedures suitable for Intuitive surgery. The da Vinci Surgical System is designed to allow surgeons to perform better surgery while providing patients with the benefits of MIS surgery. We believe that these advantages will enable us to drive a fundamental change in surgery. We were incorporated in Delaware in November 1995 as Intuitive Surgical Devices, Inc. and changed our name to Intuitive Surgical, Inc. in January 1997. world.

Our executive offices are located at ~~1340 W. Middlefield~~950 Kifer Road, ~~Mountain View,~~Sunnyvale, California ~~94043, and~~94086, our telephone number is ~~(650) 237-7000. Our~~(408) 523-2100 and our website address is ~~located at http://www.intuitivesurgical.com.~~www.intuitivesurgical.com. Information contained on our website is not aincorporated by reference into and does not form any part of this prospectus. ~~SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS Some of~~Whenever we refer to the ~~statements~~“company” or to “us,” or use the terms “we” or “our” in this prospectus, ~~including the documents that~~ we ~~incorporate by reference, constitute forward-looking statements. These statements involve known~~are referring to Intuitive Surgical, Inc. and unknown risks, uncertainties and other factors that may cause our or our industry's results, levels of activity, or achievements to be materially different from any future results, levels of activity or achievements expressed or implied by such forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as "may," "will," "should," "intend," "expect," "plan," "anticipate," "believe," "estimate," "predict," "potential," or "continue," or the negative of such terms or other comparable terminology. Althoughits subsidiaries.

Unless we ~~believe that the expectations reflected~~indicate otherwise in the ~~forward-looking statements~~applicable prospectus supplement, we anticipate that any net proceeds will be used for general corporate purposes. These purposes may include funding working capital requirements, capital expenditures and repayment and refinancing of indebtedness. Pending any specific application, we may initially invest those funds in short-term marketable securities or apply them to the reduction of short-term indebtedness.

Holders of common stock are ~~reasonable, we cannot guarantee future results, events, levels of activity, performance or achievements. Except~~entitled to receive such dividends, if any, as may from time to time be ~~required~~declared by ~~law, we undertake~~our Board of Directors out of funds legally available therefor. Pursuant to our Amended and Restated Certificate of Incorporation, as amended, holders of common stock are entitled to one vote per share on all matters on which the holders of common stock are entitled to vote and do not have cumulative voting rights. Holders of common stock have no ~~obligation~~preemptive, conversion, redemption or sinking fund rights. In the event of a liquidation, dissolution or winding-up of our company, holders of common stock are entitled to ~~publicly update any forward-looking statements for any reason, even if new information becomes available~~share equally and ratably in the ~~future. USE OF PROCEEDS We will not receive~~assets of our company, if any, remaining after the payment of all debts and liabilities of our company and the ~~proceeds from the sale~~liquidation preference of any outstanding preferred stock. The outstanding shares of common stock are, and the shares of common stock offered byhereby when issued will be, fully paid and nonassessable. The rights, preferences and privileges of holders of common stock are subject to any series of preferred stock which we may issue in the ~~selling stockholder. 2~~ ~~6 SELLING STOCKHOLDER On April 26, 2000, we issued a warrant to purchase~~future.

Our Board of Directors may issue up to ~~200,000~~2,500,000 shares of ~~our common~~preferred stock in ~~a private transaction~~one or more series and, subject to the selling stockholder, Heartport, Inc., at an exercise price of $3.00 per share. On June 22, 2001 the selling stockholder exercised the warrant. In connection with this issuance, we agreed to file a registration statement with the SEC covering the resaleprovision of the Delaware General Corporation Law, may fix the dividend rights, dividend rate, conversion rights, voting rights, rights and terms of redemption (including sinking fund provisions, if any), the redemption price or prices, the liquidation preferences, any other designations, preferences and relative, participating, optional or other special rights and any qualifications, limitations or restrictions thereof and the number of shares ~~issued to~~constituting any series and the ~~selling stockholder. The following table sets forth the name~~designation thereof. In addition, our Board of ~~the selling stockholder,~~Directors may increase or decrease the number of shares of ~~our common stock~~any series subsequent to the issue of shares of that ~~it beneficially owns as of June 30, 2001 and~~series, but not below the number of shares of such series then outstanding. Our Board of Directors has the power to issue our preferred stock with voting and conversion rights that could negatively affect the voting or other rights of our common stockholders, and our Board of Directors could take that action without stockholder approval. The issuance of our preferred stock could delay or prevent a change in control of our company.

We may sell common stock to one or more underwriters for public offering and sale by them and may also sell common stock to investors directly or through agents. We will name any underwriter or agent involved in the offer and sale of common stock in the applicable prospectus supplement. We have reserved the right to sell common stock directly to investors on our own behalf in those jurisdictions where we are authorized to do so.

at a fixed price or prices, which may be ~~offered pursuant~~changed;

at market prices prevailing at the time of sale;

at prices related to ~~this prospectus. Beneficial ownership is determined~~such prevailing market prices; or

at negotiated prices.

We may also, from time to time, authorize dealers, acting as our agents, to offer and sell common stock upon the terms and conditions set forth in ~~accordance~~the applicable prospectus supplement. In connection with ~~Rule 13d-3 under~~ the ~~Securities Exchange Act of 1934. Percentage ownership is based on 35,871,075 shares~~sale of common stock, ~~outstanding~~we, or the purchasers of common stock for whom the underwriters may act as agents, may compensate underwriters in the form of ~~June 30, 2001. The selling stockholder has sole voting and investment power with respect to the shares shown as beneficially owned by it. The selling stockholder~~underwriting discounts or commissions. Underwriters may sell ~~all, some~~common stock to or ~~none~~through dealers, and those dealers may receive compensation in the form of discounts, concessions or commissions from the underwriters and/or commissions from the purchasers for whom they may act as agent. Unless otherwise indicated in a prospectus supplement, an agent will be acting on a best efforts basis and a dealer will purchase common stock as a principal, and may then resell the common stock ~~being offered.~~ at varying prices to be determined by the dealer.

We ~~are unaware of any material relationship between the selling stockholder and us~~will describe in the ~~past three years other than as a result of the ownership of the shares of our common stock.~~

~~- --------------- (1) Assumes the sale of all shares offered hereby. We have filed a registration statement related~~applicable prospectus supplement any compensation we pay to ~~the shares offered hereby and have agreed to keep such registration statement effective until (a) all the common stock has been re-sold~~underwriters or (b) one year after the exercise of the warrant, whichever is earlier. We will pay the registration and filing fees, printing expenses, listing fees, blue sky fees, if any, and fees and disbursements of our counselagents in connection with ~~this~~the offering ~~but~~of common stock, and any discounts, concessions or commissions allowed by underwriters to participating dealers. Dealers and agents participating in the ~~selling stockholder will pay~~distribution of common stock may be deemed to be underwriters, and any discounts and commissions received by them and any profit realized by them on resale of common stock may be deemed to be underwriting discounts ~~selling commissions~~ and ~~similar expenses relating to the sale of the shares. In addition, we have agreed~~commissions. We may enter into agreements to indemnify ~~the selling stockholder~~underwriters, dealers and agents against certain civil liabilities, including liabilities under the Securities Act, and to reimburse these persons for certain expenses.

To facilitate the offering of common stock, certain persons participating in ~~connection with this offering. The selling stockholder has agreed to indemnify us and our directors and officers, as well as any person~~the offering may engage in transactions that ~~controls us, against certain liabilities, including liabilities under the Securities Act. 3~~ 7 PLAN OF DISTRIBUTION The selling stockholder, or, subject to applicable law, its pledgees, donees, distributees, transferees or other successors in interest, may sell shares from time to time in public transactions, on or off the Nasdaq National Market, or private transactions, at prevailing market prices or at privately negotiated prices, including but not limited to, one or any combination of the following types of transactions o ordinary brokers' transactions; o transactions involving cross or block tradesstabilize, maintain, or otherwise onaffect the Nasdaq National Market; o purchases by brokers, dealers or underwriters as principal and resale by these purchasers for their own accounts pursuant to this prospectus; o "at the market," to or through market makers, or into an existing market forprice of our common ~~stock; o~~stock. This may include over-allotments or short sales of common stock, which involve the sale by persons participating in ~~other ways not involving~~the offering of more common stock than we sold to them. In these circumstances, these persons would cover such over-allotments or short positions by making purchases in the open market ~~makers~~ or ~~established trading markets, including direct sales to purchasers~~by exercising their over-allotment option, if any. In addition, these persons may stabilize or sales effected through agents; o through transactions in options, swaps or other derivatives (whether exchange-listed or otherwise); o in privately negotiated transactions; or o to cover short sales. The selling stockholder may sell its shares either alone or in conjunction with one or more underwritten public offerings or non-underwritten public or private offerings by us or other stockholdersmaintain the price of our common stock ~~or other of our debt or equity securities. In effecting sales, brokers or dealers engaged~~ by the selling stockholder may arrange for other brokers or dealers to participate in the resales. The selling stockholder may enter into hedging transactions with broker-dealers, and in connection with those transactions, broker-dealers may engage in short sales of the shares. The selling stockholder also may sell shares short and deliver the shares to close out such short positions. The selling stockholder also may enter into option or other transactions with broker-dealers that require the delivery to the broker-dealer of the shares, which the broker-dealer may resell pursuant to this prospectus. The selling stockholder also may pledge the shares to a broker or dealer. Upon a default, the broker or dealer may effect sales of the pledged shares pursuant to this prospectus. Brokers, dealers or agents may receive compensation in the form of commissions, discounts or concessions from the selling stockholder in amounts to be negotiated in connection with the sale. The selling stockholder and any participating brokers or dealers may be deemed to be "underwriters" within the meaning of the Securities Act in connection with such sales. In such event, any commission, discount or concession these "underwriters" receive may be deemed to be underwriting compensation. To the extent required, the following information will be set forth in a supplement to this prospectus: o information as to whether underwriters who the selling stockholder may select, or any other broker-dealer, is acting as principal or agent for the selling stockholder; 4 8 o the compensation to be received by underwriters that the selling stockholder may select or by any broker-dealer acting as principal or agent for the selling stockholder; and o the compensation to be paid to other broker-dealers, in the event the compensation of such other broker-dealers is in excess of usual and customary commissions. Any dealer or broker participating in any distribution of the shares may be required to deliver a copy of this prospectus, including a prospectus supplement, if any, to any person who purchases any of the shares from or through this dealer or broker. We have advised the selling stockholder that it is required to comply with Regulation M promulgated under the Securities Exchange Act during such time as it may be engaged in a distribution of the shares. With some exceptions, Regulation M precludes the selling stockholder, any affiliated purchasers and any broker-dealer or other person who participates in such distribution from bidding for or purchasing our common stock in the open market or ~~attempting~~by imposing penalty bids, whereby selling concessions allowed to ~~induce any person to bid for or purchase any security that is~~dealers participating in the ~~subject of the distribution until the entire distribution is complete. Regulation M also prohibits any bids or purchases made in order to stabilize the price of a security~~offering may be reclaimed if shares sold by them are repurchased in connection with stabilization transactions. The effect of these transactions may be to stabilize or maintain the ~~distribution of that security. All of the foregoing may affect the marketability of the common stock. We will not receive any of the proceeds from the selling stockholder's sale~~market price of our common ~~stock.~~ stock at a level above that which might otherwise prevail in the open market. These transactions may be discontinued at any time.

Certain of the underwriters, dealers or agents and their associates may engage in transactions with and perform services for us in the ordinary course of our business.

The validity of the shares being offered hereby will be passed upon for us by Latham & Watkins ofLLP, Menlo Park, ~~California~~California. Any underwriters will ~~issue an opinion~~be advised about the other issues relating to ~~us about certain~~any offering by their own legal ~~matters with respect to~~counsel.

The consolidated financial statements and schedule of Intuitive Surgical, Inc. appearing in Intuitive Surgical’s Annual Report on Form 10-K/A for the ~~common stock being offered in this prospectus. Alan C. Mendelson, a partner of Latham & Watkins, owns 2,000 shares of our common stock. EXPERTS~~year ended December 31, 2002 have been audited by Ernst & Young LLP, independent auditors, ~~have audited our~~as set forth in their report included therein and incorporated herein by reference. Such consolidated financial statements are incorporated herein by reference in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

The consolidated financial statements of Computer Motion, Inc. at December 31, 2002, and for the year then ended, appearing in Computer Motion, Inc.’s Annual Report on Form 10-K/A have been audited by Ernst & Young LLP, independent auditors, as set forth in their report thereon included therein and incorporated herein by reference (which contain an explanatory paragraph describing conditions that raise substantial doubt about Computer Motion Inc.’s ability to continue as a going concern as described in ~~our~~Note 1 to the consolidated financial statements). Such consolidated financial statements are incorporated herein by reference in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

After reasonable efforts, Computer Motion has been unable to obtain the consent of Arthur Andersen LLP to the incorporation into the registration statement, of which this prospectus is a part, of their report with respect to the consolidated financial statements of Computer Motion which appear in its Annual Report on Form 10-K for the year ended December 31, ~~2000, as set forth in their report, which is incorporated by reference in this prospectus~~2001 and elsewhere in the registration statement. Our financial statements are incorporated by reference in reliance on Ernst & Young LLP's report, given on their authority as experts in accounting and auditing. 5 9 WHERE YOU CAN FIND MORE INFORMATION We are a reporting company and file annual, quarterly and current reports, proxy statements and other information with the Securities and Exchange Commission, or the SEC. You may read and copyDecember 31, 2000. Under these reports, proxy statements and other information at the SEC's public reference rooms at 450 Fifth Street, N.W., Washington, D.C., 20549. You can request copies of these documents by writing to the SEC and paying a fee for the copying cost. Please call the SEC at 1-800-SEC-0330 for more information about the operation of the public reference rooms. Our SEC filings are also available at the SEC's Web site at "http://www.sec.gov". In addition, you can read and copy our SEC filings at the office of the National Association of Securities Dealers, Inc. at 1735 K Street, Washington, D.C. 20006. The SEC allows us to "incorporate by reference" information that we file with them, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is an important part of this prospectus, and information that we file later with the SEC will automatically update and supersede this information. Further, all filings we makecircumstances, Rule 437(a) under the Securities ~~Exchange~~ Act ~~after the date of the initial registration statement and prior to effectiveness of~~permits the registration statement ~~shall be deemed~~ to be ~~incorporated by reference into this prospectus. We incorporate by reference the documents listed below~~filed without a written consent from Arthur Andersen. The absence of such consent may limit your recovery on certain claims. In particular, and ~~any future filings we~~without limitation, you will ~~make with the SEC~~not be able to assert claims against Arthur Andersen under Section ~~13(a), 13(c), 14 or 15(d)~~11 of the Securities ~~Exchange~~ Act for any untrue statement of ~~1934: 1. Our~~a material fact contained in Computer Motion’s financial statements which appear in its Annual Report on Form 10-K for the year ended December 31, 2001 and December 31, 2000 (including items incorporated by reference from the Registrant's Proxy Statement for its 2001 Annual Meeting of Stockholders) filed on March 30, 2001 (File No. 000-30713); 2. Our Quarterly Report on Form 10-Q for the quarter ended March 31, 2001 filed on May 14, 2001; 3. Our Definitive Proxy Statement for our 2001 Annual Meeting of Stockholders filed on April 19, 2001; 4. Our Current Report on Form 8-K filed with the SEC on May 9, 2001; 5. The description of our common stock contained in our Registration Statement on Form 8-A (File No. 000-30713) filed on May 26, 2000. We will provideor any omission to ~~you at no cost~~state a copy of any and all of the information incorporated by reference into the registration statement of which this prospectus is a part. You may make a request for copies of this information in writing or by telephone. Requests shouldmaterial fact required to be directed to: Intuitive Surgical, Inc. Attention: Investor Relations 1340 W. Middlefield Road Mountain View, CA 94043 (650) 237-7000 6 10 stated therein.

Item 14. ~~OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION Securities~~Other Expenses of Issuance and Exchange Commission Registration Fee $ 652.00 Legal Fees and Expenses 5,000 Accountants' Fees and Expenses 5,000 Miscellaneous 5,000 Total 15,652.00 ========= Distribution.

The ~~foregoing items,~~expenses to be paid by us in connection with the distribution of the common stock being registered are as set forth in the following table. All amounts shown are estimates except for the Securities and Exchange Commission ~~Registration Fee, are estimated. ITEM~~registration fee.

Item 15. ~~INDEMNIFICATION OF DIRECTORS AND OFFICERS Under Section 145~~Indemnification of ~~the Delaware General Corporation Law, Intuitive Surgical, Inc. has broad powers to indemnify its directors~~Directors and ~~officers against liabilities they may incur in such capacities, including liabilities under the Securities Act~~Officers.

Our Amended and Restated Certificate of 1933. Intuitive Surgical, Inc.'s certificate of incorporation and by-laws include provisions to (1) eliminate the personal liability of its directors for monetary damages resulting from breaches of their fiduciary duty to the extent permitted by Section 102(b)(7) of the General Corporation Law of Delaware and (2) require Intuitive Surgical, Inc. to indemnify its directors and officersIncorporation, as amended, provides that to the fullest extent permitted by ~~Section 145~~the Delaware General Corporation Law, our directors shall not be personally liable to us or our stockholders for monetary damages for breach of fiduciary duty as a director. Under current Delaware law, liability of a director may not be limited (i) for any breach of the ~~Delaware Law, including circumstances~~director’s duty of loyalty to us or our stockholders, (ii) for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, (iii) in respect of certain unlawful dividend payments or stock redemptions or repurchases and (iv) for any transaction from which ~~indemnification is otherwise discretionary. Pursuant to Section 145~~the director derives an improper personal benefit. The effect of the ~~Delaware Law,~~provision of our Amended and Restated Certificate of Incorporation is to eliminate our rights and the rights of our stockholders (through stockholders’ derivative suits on our behalf) to recover monetary damages against a ~~corporation generally has~~director for breach of the ~~power~~fiduciary duty of care as a director (including breaches resulting from negligent or grossly negligent behavior) except in the situations described in clauses (i) through (iv) above. This provision does not limit or eliminate our rights or the rights of any of our stockholders to seek nonmonetary relief such as an injunction or rescission in the event of a breach of a directors duty of care. In addition, our Amended and Restated Certificate of Incorporation provides that we shall indemnify to the fullest extent permitted by law our directors, officers and employees and persons serving at any other enterprise as a director, officer or employee at our request against losses incurred by any such person by reason of the fact that such person was acting in such capacity.

In addition, we have entered into agreements with certain of our directors and officers pursuant to which we have agreed to indemnify ~~its present and former directors, officers, employees and agents~~such persons against expenses (including attorneys’ fees), judgments, fines and certain amounts paid in settlement actually and reasonably incurred by ~~them in connection with any suit to which they are,~~such indemnified person if such person is or ~~are~~was a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of ~~their~~the fact that such indemnified person is or was our director, officer, employee or agent, or a director, officer, employee or agent of any of our subsidiaries, due to any action or inaction on the part of the indemnified person while an officer or director, or because the indemnified person is or was serving ~~in such positions~~at our request as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, so long as ~~they~~such indemnified person acted in good faith and in a manner ~~they~~ reasonably believed to be in or not opposed to ~~the~~our best ~~interest of the corporation,~~interests and, with respect to any criminal action ~~they~~or proceeding, if such indemnified person had no reasonable cause to believe their conduct was unlawful. Intuitive Surgical, Inc. believes that these provisions are necessary to attract and retain qualified persons as directors and officers. These provisions do not eliminate the directors' duty of care, and, in appropriate circumstances, equitable remedies such as injunctivehis or other forms of non-monetary relief will remain available under Delaware law. In addition, each director will continue to be subject to liability for breach of the directors' duty of loyalty to Intuitive Surgical, Inc., for acts or omissions not in good faith or involving intentional misconduct, for knowing violations of law, for acts or omissions that the director believes to be contrary to the best interests of Intuitive Surgical, Inc. or its stockholders, for any transaction from which the director derived an improper personal benefit, for acts or omissions involving a reckless disregard for the directors' duty to Intuitive Surgical, Inc. or its stockholders when the director was aware or should have been aware of a risk of serious injury to Intuitive Surgical, Inc. or its stockholders, for acts or omissions that constitute an unexcused pattern of inattention that amounts to an abdication of the director's duty to Intuitive Surgical, Inc. or its stockholders, for improper transactions between the director and Intuitive Surgical, Inc. and for improper distributions to stockholders and loans to directors and officers. The II-1 11 provision also does not affect a director's responsibilities under any other law, such as the federal securities law or state or federal environmental laws. Intuitive Surgical, Inc. has entered into indemnity agreements with each of its directors and executive officers that require Intuitive Surgical, Inc. to indemnify such persons against expenses, judgments, fines, settlements and other amounts incurred (including expenses of a derivative action) in connection with any proceeding, whether actual or threatened, to which any such person may be made a party by reason of the fact that such person is or was a director or an executive officer of Intuitive Surgical, Inc. or any of its affiliated enterprises, provided such person acted in good faith and in a manner such persons reasonably believed to be in, or not opposed to, the best interests of Intuitive Surgical, Inc. and, with respect to any criminal proceeding, has no reasonable cause to believe hisher conduct was unlawful. The ~~indemnification~~ agreements also provide that such indemnified persons will be entitled to an advance of expenses to meet the obligations indemnified against as set forth procedures that will apply in the event of a claim for indemnification thereunder. At present, there is no pending litigation or proceeding involving a director or officer of Intuitive Surgical, Inc. as to which indemnification is being sought. Intuitive Surgical, Inc. has an insurance policy covering the officers and directors of Intuitive Surgical, Inc. with respect to certain liabilities, including liabilities arising under the Securities Act or otherwise. ITEMabove.

(1) To file, during any period in which offers or sales are being made, ~~pursuant to this registration statement,~~ a post-effective amendment to this registration statement:

(i) Toto include any prospectus required by Section 10(a)(3) of the Securities ~~Act of 1933;~~ Act;

(ii) Toto reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or ~~II-2~~ 12 decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a ~~20 percent~~20% change in the maximum aggregate offering price set forth in the ~~"Calculation~~“Calculation of Registration ~~Fee"~~Fee” table in the effective registration statement;

(iii) Toto include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, that information required to be included in a post-effective amendment by paragraphs (a)(1)(i) and (a)(1)(ii) above may be contained in periodic reports filed by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act, ~~of 1933,~~ each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering ~~thereof; and~~ thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. ~~The undersigned registrant~~

We hereby ~~undertakes~~undertake that, for ~~the~~ purposes of determining any liability under the Securities Act, ~~of 1933,~~ each filing of ~~the registrant's~~our annual report pursuant to Section 13(a) ofor Section 15(d) of the ~~Securities~~ Exchange Act (and, where applicable, each filing of ~~1934~~an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initialbona fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities Act ~~of 1933~~ may be permitted to directors, officers and controlling persons of ~~the registrant~~Intuitive Surgical pursuant to the provisions described in ~~Item 15,~~this registration statement above, or otherwise, ~~the registrant has~~we have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by ~~the registrant~~us of expenses incurred or paid by a director, officer or controlling person of ~~the registrant~~us in the successful defense of any action, suit or proceeding) is asserted against us by such director, officer or controlling person in connection with the securities being registered, ~~the registrant~~we will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

We hereby undertake that (1) for purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus field pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective and (2) for the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initialbona fide offering thereof.

Pursuant to the requirements of the Securities Act, ~~of 1933,~~ the Registrant ~~certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and~~ has duly caused this Registration Statement ~~on Form S-3~~ to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of ~~Mountain View, County of Santa Clara, State of~~Sunnyvale, California, on the 11th day of July, 2001. INTUITIVE SURGICAL, INC. By: /s/ Lonnie M. Smith ---------------------------------- Lonnie M. Smith Title: President and Chief Executive Officer September 11, 2003.

INTUITIVE SURGICAL, INC.

/s/ Lonnie M. Smith

Lonnie M. Smith

President and Chief Executive Officer

KNOW ALL ~~PERSON~~PERSONS BY THESE PRESENTS, that each person whose signature appears below ~~constitutes~~does hereby constitute and ~~appoints~~appoint Lonnie M. Smith and ~~Alan C. Mendelson,~~Susan K. Barnes, and each of them, with full power of substitution and full power to act without the other, his or her true and lawful attorney-in-fact and agent ~~proxy and attorney-in-fact, each acting alone, with full power of substitution and resubstitution,~~to act for him or her ~~and~~ in his or her name, place and stead, in any and ~~in any and~~ all capacities, to ~~(1) act~~sign a registration statement on ~~sign~~Form S-3 and any or all amendments thereto (including without limitation any post-effective amendments thereto), and any registration statement for the same offering that is to be effective under Rule 462(b) of the Securities Act, and to file each of the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, ~~any~~granting unto said attorneys-in-fact and ~~all amendments (including post-effective amendments)~~agents, and each of them, full power and authority to ~~this registration statement together with all schedules~~do and ~~exhibits thereto~~perform each and ~~any subsequent registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, together with all schedules~~every act and ~~exhibits thereto, (2) act on, sign~~thing requisite and ~~file such certificates, instruments, agreements and other documents as may be~~ necessary or appropriate in connection therewith, (3) act on and file any supplement to any prospectus included in this registration statement or any such amendment or any subsequent registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and (4) take any and all actions which may be necessary or appropriate to be done in and about the premises in order to effectuate the same as fully, ~~for~~to all intents and purposes, as they, he or she might or could do in person, hereby ~~approving,~~ ratifying and confirming all that ~~such agent, proxy~~said attorneys-in-fact and ~~attorney-in-fact~~agents, or any of ~~his substitutes~~them, may lawfully do or cause to be done by virtue ~~thereof.~~ hereof.

Pursuant to the requirements of the Securities Act, ~~of 1933, as amended,~~ this ~~registration statement on Form S-3~~Registration Statement has been signed ~~below~~ by the following persons in the capacities and on the dates indicated.

Securities and Exchange Commission Registration Fee	$	8,090
Legal Fees and Expenses		200,000
Accounting Fees and Expenses		100,000
Printing Expenses		75,000
Miscellaneous		16,910

Total	$	400,000

Exhibit Number		Description

1.1	*	Form of Underwriting Agreement.

3.1		Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.2 of the Company’s Registration Statement on Form S-1, File No. 333-33016).

3.2		Certificate of Amendment to Amended and Restated Certificate of Incorporation of the Registrant. ~~3.3(1)~~

3.3		Bylaws of ~~Registrant. 4.2(1)~~ the Registrant (incorporated by reference to Exhibit 3.3 of the Company’s Registration Statement on Form S-1, File No. 333-33016).

4.1		Specimen Stock ~~Certificate. 4.3(1) Warrant~~Certificate (incorporated by reference to ~~Purchase Shares~~Exhibit 4.2 of ~~Common Stock, dated April 26, 2000. 5.1(2)~~ the Company’s Registration Statement on Form S-1, File No. 333-33016).

5.1		Opinion of Latham & ~~Watkins. 23.1(2)~~ Watkins LLP.

23.1		Consent of Ernst & Young LLP, ~~Independent Auditors. 23.2(2)~~ independent auditors.

23.2		Consent of Ernst & Young LLP, independent auditors.

23.3		Consent of Latham & ~~Watkins. Reference is made to~~Watkins LLP (included in Exhibit ~~5.1. 24.1(2)~~ 5.1).

24.1		Power of Attorney ~~(set forth~~(included on the signature ~~page)~~page hereto).

Signature	Title	Date

/s/ Lonnie M. Smith Lonnie M. Smith	President, Chief Executive Officer ~~- ---------------------------------------~~and Chairman of the Board of Directors (Principal Executive Officer) ~~Lonnie M. Smith~~	September 11, 2003

/s/ Susan K. Barnes Susan K. Barnes	Senior Vice President, ~~Finance,~~ Chief ~~July 11, 2001~~ Financial Officer and Assistant ~~/s/ Susan K. Barnes~~ Secretary ~~- ---------------------------------------~~ (Principal Financial and ~~Susan K. Barnes~~ Accounting Officer) ~~/s/~~	September 11, 2003

Robert W. Duggan	Director

/s/ Scott S. Halsted ~~Director July 11, 2001 - ---------------------------------------~~ Scott S. Halsted


1.1	*	Form of Underwriting Agreement.

3.1		Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.2 of the Company’s Registration Statement on Form S-1, File No. 333-33016).

3.2		Certificate of Amendment to Amended and Restated Certificate of Incorporation of the Registrant. ~~3.3(1)~~

3.3		Bylaws of ~~Registrant. 4.2(1)~~ the Registrant (incorporated by reference to Exhibit 3.3 of the Company’s Registration Statement on Form S-1, File No. 333-33016).

4.1		Specimen Stock ~~Certificate. 4.3(1) Warrant~~Certificate (incorporated by reference to ~~Purchase Shares~~Exhibit 4.2 of ~~Common Stock, dated April 26, 2000. 5.1(2)~~ the Company’s Registration Statement on Form S-1, File No. 333-33016).

5.1		Opinion of Latham & ~~Watkins. 23.1(2)~~ Watkins LLP.

23.1		Consent of Ernst & Young LLP, ~~Independent Auditors. 23.2(2)~~ independent auditors.

23.2		Consent of Ernst & Young LLP, independent auditors.

23.3		Consent of Latham & ~~Watkins. Reference is made to~~Watkins LLP (included in Exhibit ~~5.1. 24.1(2)~~ 5.1).

24.1		Power of Attorney ~~(set forth~~(included on the signature ~~page)~~page hereto).

Delaware		77-0416458
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

		Page
Where You Can Find More Information		ii
Disclosure Regarding Forward-Looking Statements		iii
About Intuitive Surgical		1
Use of Proceeds		2
Description of Capital Stock		2
Plan of Distribution		3
Legal Matters		4
Experts		4

	Director		September 11, 2003

/s/ Eric H. Halvorson Eric H. Halvorson		Director		September 11, 2003

/s/ Russell C. Hirsch ~~Director July 11, 2001 - ---------------------------------------~~ Russell C. Hirsch, M.D., Ph.D. ~~/s/~~		Director		September 11, 2003

/s/ Richard J. Kramer ~~Director July 11, 2001 - ---------------------------------------~~ Richard J. Kramer ~~/s/ James A. Lawrence~~		Director July 13, 2001 - --------------------------------------- James A. Lawrence /s/ Alan J. Levy Director July 13, 2001 - ---------------------------------------		September 11, 2003

Alan J. Levy, Ph.D.		Director ~~July __, 2001 - --------------------------------------- Frederick~~

/s/ Frederic H. Moll Frederic H. Moll, M.D.		Director		September 11, 2003

/s/ Bennett Nussbaum Bennett Nussbaum		Director		September 11, 2003