SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

__________________________________
FORM 10-Q

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934

For the quarterly period ended June 30, 2001
or

[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the transition period from _________ to _________

Commission File No. 0-22958

INTERPORE INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)

Delaware 95-3043318
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification number)

181 Technology Drive, Irvine, California 92618-2402
(Address of Principal Executive Offices) (Zip Code)

Registrant's telephone number, including area code: (949) 453-3200

Not applicable
------------------------------------------
(Former name, former address and former
fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the proceeding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [_]

As of August 9, 2001, there were 16,835,409 shares of the registrant's
common stock issued and outstanding.

Interpore International, Inc.

Index

PART I. FINANCIAL INFORMATION Page(s)
-------

Item 1. Financial Statements

Condensed Consolidated Balance Sheets as of December 31,
2000 and June 30, 2001 (unaudited)........................ 3

Condensed Consolidated Statements of Income (unaudited)
for the three month and six month periods ended
June 30, 2000 and June 30, 2001............................ 4

Condensed Consolidated Statements of Cash Flows (unaudited)
for the six month periods ended June 30, 2000 and
June 30, 2001.............................................. 5

Notes to Condensed Consolidated Financial Statements........ 6

Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations......................... 10

Item 3. Quantitative and Qualitative Disclosures About Market Risk.. 14

PART II. OTHER INFORMATION

Item 1. Legal Proceedings......................................... 15

Item 4. Submission of Matters to a Vote of Security Holders....... 15

Item 6. Exhibits and Reports on Form 8-K.......................... 15

Interpore International, Inc.
Condensed Consolidated Balance Sheets
(in thousands, except share data)

December 31, June 30,
2000 2001
------------ -----------

Assets......................................................................... (unaudited)
Current assets:
Cash and cash equivalents.................................................... $14,610 $16,260
Accounts receivable, less allowance for doubtful accounts
of $461 and $512 in 2000 and 2001, respectively............................. 9,536 10,395
Inventories.................................................................. 12,485 13,277
Prepaid expenses............................................................. 1,091 2,048
Deferred income taxes........................................................ 2,088 2,088
Other current assets......................................................... 102 528
------------ -----------

Total current assets........................................................... 39,912 44,596
Property, plant and equipment, net............................................. 1,509 1,562
Deferred income taxes.......................................................... 1,598 1,598
Intangible assets, net......................................................... 2,143 2,098
Other assets................................................................... 71 71
------------ -----------
Total assets................................................................... $45,233 $49,925
============ ===========

Liabilities and stockholders' equity
Current liabilities:
Accounts payable............................................................. $ 886 $ 1,751
Accrued compensation and related expenses.................................... 1,347 1,538
Accrued royalties............................................................ 372 423
Income taxes payable......................................................... 188 1,043
Other accrued liabilities.................................................... 582 1,035
------------ -----------
Total current liabilities...................................................... 3,375 5,790
------------ -----------

Commitments and contingencies
Stockholders' equity:
Series E convertible preferred stock, voting, par value $.01 per share:
Authorized shares - 594,000; issued and outstanding shares - none.......... - -

Preferred stock, par value $.01 per share: Authorized shares - 4,406,000;
outstanding shares - none.................................................. - -

Common stock, par value $.01 per share: Authorized shares - 50,000,000;
issued and outstanding shares - 15,026,302 at December 31, 2000 and
15,040,465 at June 30, 2001................................................ 150 150

Additional paid-in-capital................................................... 49,928 49,971
Accumulated deficit.......................................................... (5,111) (2,877)
------------ -----------
44,967 47,244
Less treasury stock, at cost - 605,000 shares at December 31, 2000 and
June 30, 2001............................................................. (3,109) (3,109)
------------ -----------
Total stockholders' equity..................................................... 41,858 44,135
------------ -----------
Total liabilities and stockholders' equity..................................... $45,233 $49,925
============ ===========

See accompanying notes.

Interpore International, Inc.
Condensed Consolidated Statements of Income
(in thousands, except per share data)
(unaudited)

Three months ended Six months ended
June 30, June 30,
---------------------- ----------------------
2000 2001 2000 2001
------- ------- ------- -------

Net sales $11,330 $13,016 $22,773 $24,297
Cost of goods sold 3,445 3,723 6,997 7,085
------- ------- ------- -------
Gross profit 7,885 9,293 15,776 17,212
------- ------- ------- -------
Operating expenses:
Research and development 1,292 1,689 2,479 3,286
Selling and marketing 3,947 4,528 7,787 8,530
General and administrative 973 1,347 2,096 2,371
Non-recurring charges 268 - 268 -
------- ------- ------- -------
Total operating expenses 6,480 7,564 12,630 14,187
------- ------- ------- -------

Income from operations 1,405 1,729 3,146 3,025
------- ------- ------- -------

Interest income 156 152 292 353
Interest expense (69) (6) (145) (6)
Other income 105 126 200 261
------- ------- ------- -------
Total interest and other income, net 192 272 347 608
------- ------- ------- -------

Income before taxes 1,597 2,001 3,493 3,633
Income tax provision 623 771 1,362 1,399
------- ------- ------- -------
Net income $ 974 $ 1,230 $ 2,131 $ 2,234
======= ======= ======= =======
Net income per share:
Basic $ .07 $ .09 $ .15 $ .15
Diluted $ .07 $ .08 $ .14 $ .15

Shares used in computing net income
per share:
Basic 13,807 14,429 13,761 14,426
Diluted 14,859 14,634 14,957 14,629

See accompanying notes.

Interpore International, Inc.
Condensed Consolidated Statements of Cash Flows
(in thousands)
(unaudited)

Six months ended
June 30,
-----------------------
2000 2001
------- -------

Cash flows from operating activities
Net income $ 2,131 $ 2,234
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 496 476
Changes in operating assets and liabilities:
Accounts receivable (1,264) (859)
Inventories 567 (792)
Prepaid expenses (985) (957)
Other assets 71 (426)
Accounts payable and accrued liabilities 722 2,425
------- -------
Net cash provided by operating activities 1,738 2,101
------- -------
Cash flows from investing activities
Sales of short-term investments 3,463 -
Capital expenditures (519) (417)
Expenditures for patent rights and other intangible assets (75) (67)
------- -------
Net cash provided by (used in) investing activities 2,869 (484)
------- -------
Cash flows from financing activities
Repayment of long-term debt and capital lease obligations (9) (10)
Proceeds from exercise of stock options 263 3
Proceeds from employee stock purchase plan 37 40
------- -------
Net cash provided by financing activities 291 33
------- -------
Net increase in cash and cash equivalents 4,898 1,650
Cash and cash equivalents at beginning of period 6,315 14,610
------- -------
Cash and cash equivalents at end of period $11,213 $16,260
======= =======

See accompanying notes.

Interpore International, Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)

1. Organization and Description of Business

Interpore International, Inc., doing business as Interpore Cross
International together with its subsidiaries, unless the context implies
otherwise ("Interpore Cross"), operates in one business segment: the design,
manufacture and marketing of medical devices for the orthopedic marketplace.
The products are distributed in the United States and internationally.

2. Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have
been prepared pursuant to Securities and Exchange Commission regulations. In
the opinion of management, the accompanying condensed consolidated financial
statements include all adjustments (consisting only of normal recurring
adjustments) necessary to present fairly the consolidated financial position at
June 30, 2001 and the consolidated results of operations and cash flows for the
periods ended June 30, 2000 and 2001.

The accompanying condensed consolidated financial statements include the
accounts of Interpore Cross and its subsidiaries after elimination of all
significant intercompany transactions.

The results of operations and cash flows for the periods ended June 30,
2001 are not necessarily indicative of results to be expected for future
quarters or the full year.

These consolidated financial statements should be read in conjunction with
the financial statements included in Interpore Cross' Annual Report on Form 10-K
for the year ended December 31, 2000, as filed with the Securities and Exchange
Commission.

Per Share Information

Basic earnings per share is calculated by dividing net earnings by the
weighted average number of common shares outstanding for the period. Diluted
earnings per share reflects the assumed conversion of all dilutive securities,
consisting of employee stock options, convertible securities and warrants. The
following table presents the computation of net income per share (in thousands,
except per share data):

Three months ended Six months ended
June 30, June 30,
--------------------- ---------------------
2000 2001 2000 2001
------- ------- ------- -------

Net income used in the calculation of basic earnings per share $ 974 $ 1,230 $ 2,131 $ 2,234
Interest on Convertible Subordinated Debentures /(1)/ - /(1)/ -
------- ------- ------- -------
Net income used in calculation of diluted earnings per share $ 974 $ 1,230 $ 2,131 $ 2,234
======= ======= ======= =======
Shares used in computing net income per share - basic:
Weighted average common shares outstanding 13,807 14,429 13,761 14,426

Effect of dilutive securities:
Weighted average convertible preferred stock/(2)/ - - 11 -
Shares issuable pursuant to stock option plans 1,052 205 1,185 203
Shares issuable under the Convertible Subordinated Debentures/(2)/
/(1)/ - /(1)/ -
------- ------- ------- -------
Shares used in computing net income per share - diluted 14,859 14,634 14,957 14,629
======= ======= ======= =======
Net income per share - basic $ .07 $ .09 $ .15 $ .15
Net income per share - diluted $ .07 $ .08 $ .14 $ .15

- ---------------------
/(1)/ Shares issuable from the convertible subordinated debentures were excluded
from the calculation of diluted earnings per share for the quarter and six
months ended June 30, 2000 since their effect would have been anti-
dilutive.

/(2)/ On March 1, 2000, all of the outstanding Series E Preferred Stock
converted into common stock. As of August 1, 2000, all of the Convertible
Subordinated Debentures had either been redeemed or converted into common
stock.

3. Inventories

Inventories are stated at the lower of first-in, first-out average cost or
market. Inventories are comprised of the following (in thousands):

December 31, June 30,
2000 2001
------------ ------------
Raw materials $ 1,202 $ 1,349
Work-in-process 575 603
Finished goods 10,708 11,325
------- -------
$12,485 $13,277
======= =======

4. Contingencies

On September 5, 2000, our wholly-owned subsidiary, Cross Medical Products,
Inc. ("Cross"), filed suit in the U.S. District Court, Central District of
California, against DePuy AcroMed, Inc., a Johnson & Johnson company and
Biedermann Motech GmbH, which alleges that DePuy AcroMed has infringed and
continues to infringe Cross' U.S. Patent Nos. 5,466,237 and 5,474,555. These
patents relate to the VLS(TM) or Variable Locking Screw technology embodied in
certain components of our Synergy(TM) Spinal System. The Complaint seeks damages
for willful past and continuing infringement of the patents. The Complaint also
seeks a declaratory judgment against DePuy AcroMed and Biedermann Motech that
Cross is not infringing Biedermann Motech's patent no. 5,207,678. DePuy AcroMed
has responded to the Complaint alleging that Cross' patents are invalid and
unenforceable, and alleging that it does not infringe.

On May 21, 2001, the Court dismissed Cross' declaratory judgment claim,
ruling that Biedermann Motech is not subject to personal jurisdiction in
California and is indispensable to the claim. Cross is exploring strategies in
response to this ruling.

The Court has set trial for May 2002, and the parties are currently
involved in discovery.

Aside from the patent litigation, the nature of our business subjects us to
product liability and various other legal proceedings from time to time. We are
currently involved in legal proceedings incidental to the normal conduct of our
business. We do not believe that any liabilities relating to the legal
proceedings to which we are a party are likely to be, individually or in the
aggregate, material to our consolidated financial condition or results of
operations.

5. Comprehensive Income

Total comprehensive income represents the net change in stockholders'
equity during a period from sources other than transactions with stockholders
and as such, includes net income. The components of comprehensive income, net
of related tax, are as follows (in thousands):

Three months ended Six months ended
June 30, June 30,
------------------- -------------------
2000 2001 2000 2001
------ ------ ------ ------

Net income $ 974 $1,230 $2,131 $2,234
Reclassification adjustment related
to short-term investments 3 - 4 -
------ ------ ------ ------
Comprehensive income $ 977 $1,230 $2,135 $2,234
====== ====== ====== ======

6. Non-recurring Charges

During the second quarter of 2000, a non-recurring charge of $268,000 was
recorded in connection with the withdrawal of a proposed secondary public stock
offering.

7. Recent Accounting Pronouncements

In June 2001, the Financial Accounting Standards Board issued Statements of
Financial Accounting Standards ("SFAS") No. 141, Business Combinations and No.
142, Goodwill and Other Intangible Assets. SFAS No. 141 addresses financial
accounting and reporting for business combinations and requires all business
combinations to be accounted for using the purchase method. SFAS No. 141 is
effective for any business combinations initiated after June 30, 2001. SFAS No.
142, effective for Interpore Cross on January 1, 2002, addresses the initial
recognition and measurement of goodwill and other intangible assets acquired in
a business combination. Goodwill and other intangible assets with indefinite
lives will no longer be amortized but instead will be subject to impairment
tests at least annually. As of June 30, 2001, Interpore Cross does not have any
goodwill or other intangible assets with indefinite lives and therefore expects
the adoption of SFAS 142 will not have an impact on its consolidated financial
position or results of operations.

8. Subsequent Event

On July 10, 2001, Interpore completed the acquisition of American
OsteoMedix Corporation ("AOM"), a developer and marketer of minimally invasive
surgery products. Consideration consisted of approximately $8 million in cash
and approximately 2.4 million shares of Interpore common stock. Additionally,
each shareholder of AOM may receive a pro rata portion of additional cash
consideration of up to $5 million in the aggregate, contingent upon Interpore's
sales of AOM product systems following the acquisition. The transaction will be
accounted for as a purchase, and therefore the operations of AOM will be
included in Interpore's consolidated results of operations beginning on July 10,
2001.

Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations

Description of Business

Our revenues are generated from the sale of products in two principal
categories--spinal products and orthobiologic products. Our spinal products
consist of titanium or stainless steel hooks, rods, plates, spacers and screws
and related instruments required for the surgeon to assemble a construct which
restores the natural anatomy of the spine, keeping it immobilized while a bone
graft eventually fuses the vertebrae. Our orthobiologic products consist of
synthetic bone graft substitute materials and products used to derive Autologous
Growth Factors(TM) (AGF(TM)). AGF fibrinogen-rich extract is used to provide
faster, more complete bone growth and enhance the performance of our bone graft
products.

All of our operations are located in the United States, however, we sell
our products to customers both within and outside the United States. Within the
United States, we distribute our products primarily through independent agents.
These independent agents provide a delivery and consultative service to our
surgeon and hospital customers and receive commissions based on sales in their
territories. The commissions are reflected in our income statement within
selling and marketing expense.

For our spinal products, we invoice hospitals directly following a surgical
procedure in which our products are used. Our spinal products are made
available to hospitals from consignment inventories maintained by our larger
independent agents, or from loaner implant sets that we ship from our facility.
For our orthobiologic products, we generally ship directly to hospitals from our
facility, and we invoice hospitals upon shipment.

Outside the United States, we sell our products directly to distributors
who maintain an inventory of our products. We record revenue at the time of
shipment to the distributor at prices reflecting a discount from our U.S. list
prices. The distributors service the surgeons and hospitals, deliver products
and invoice hospitals directly at prices determined by the distributors.

Because our revenues from U.S. hospitals are primarily at list price, and
our revenues from international distributors are at a discount to U.S. list
prices, our overall gross margin is subject to fluctuation based on our domestic
versus international sales mix, with domestic gross margins being somewhat
higher than international gross margins. Additionally, the mix between spinal
products sales and orthobiologic products sales also affects our gross margins,
with higher margins in orthobiologics.

Results of Operations

The following table presents our results of operations as percentages:

Three months ended June 30, Six months ended June 30,
------------------------------- ------------------------------
Percentage of Percentage Percentage of Percentage
net sales change net sales change
---------------- -------- ---------------- --------
2001 vs. 2001 vs.
2000 2001 2000 2000 2001 2000
----- ----- ----- ----- ----- -----

Net sales 100.0% 100.0% 14.9% 100.0% 100.0% 6.7%
Cost of goods sold 30.4% 28.6% 8.1% 30.7% 29.2% 1.3%
----- ----- ----- ----- ----- -----
Gross profit 69.6% 71.4% 17.9% 69.3% 70.8% 9.1%
----- ----- ----- ----- ----- -----
Operating expense:
Research and development 11.4% 13.0% 30.7% 10.9% 13.5% 32.6%
Selling and marketing 34.8% 34.8% 14.7% 34.2% 35.1% 9.5%
General and administrative 8.6% 10.3% 38.4% 9.2% 9.8% 13.1%
Non-recurring charges 2.4% - n/a 1.2% - n/a
----- ----- ----- ----- ----- -----
Total operating expenses 57.2% 58.1% 16.7% 55.5% 58.4% 12.3%
----- ----- ----- ----- ----- -----
Income from operations 12.4% 13.3% 23.1% 13.8% 12.4% (3.9%)
===== ===== ===== ===== ===== =====

Three months ended June 30, 2000 and 2001
- -----------------------------------------

For the quarter ended June 30, 2001, sales of $13.0 million were $1.7
million or 14.9% higher than net sales of $11.3 million for the same period of
2000.

Three months ended
June 30, Change
----------------------- ------------------
2000 2001 Amount %
------- ------- ------- -------

Spinal product sales............... $ 6,116 $ 7,951 $ 1,835 30.0%
Orthobiologic product sales........ 5,214 5,065 (149) (2.9%)
------- ------- ------- -------
Total sales...................... $11,330 $13,016 $ 1,686 14.9%
======= ======= ======= =======

Sales of spinal products increased in the quarter ended June 30, 2001 by
$1.8 million or 30.0% to $7.9 million, compared to $6.1 million for the quarter
ended June 30, 2000. The increase is attributable to increased sales of our
base spinal products, primarily the Synergy(TM) Spinal System, and sales of our
recently released C-Tek(TM) Anterior Cervical Plate System.

Sales of orthobiologic products decreased by $149,000 or 2.9% to $5.1
million for the three months ended June 30, 2001, compared to $5.2 million for
the three months ended June 30, 2000. The decrease was caused by comparatively
lower sales of synthetic bone graft products, partially offset by an increase in
sales of AGF-related products.

Total domestic sales of spinal products and orthobiologic products
increased 12.3% or $1.1 million to $9.8 million for the three months ended June
30, 2001, compared to $8.7 million for the same period of 2000. International
sales of $3.2 million for the second quarter of 2001 were higher by $609,000 or
23.4% compared to $2.6 million for the second quarter of 2000.

For the quarter ended June 30, 2001, the gross margin was 71.4% of sales
compared to 69.6% of sales for the quarter ended June 30, 2000. This
improvement primarily related to higher average selling prices for our spinal
products and operating efficiencies.

Total operating expenses for the quarter ended June 30, 2001 increased by
16.7% or $1.1 million to $7.6 million, compared to $6.5 million for the same
quarter of 2000. As a percentage of sales, total operating expenses increased
from 57.2% in the second quarter of 2000 to 58.1% in the second quarter of 2001.
Research and development expenses increased by 30.7% or $397,000 due primarily
to efforts related to the development of potential new products. Research and
development expenses are expected to reflect similar growth rates over the

next one to two quarters. Selling and marketing expenses increased 14.7% or
$581,000 compared to the second quarter of 2000 primarily due to commissions on
increased sales. General and administrative expenses increased by 38.4% or
$374,000, primarily the result of legal expenses associated with the DePuy
AcroMed litigation and products liability insurance expenses. During the second
quarter of 2000, we recorded a non-recurring charge of $268,000 in connection
with the withdrawal of our proposed secondary public stock offering.

Total interest and other income increased $80,000 or 41.7%, to $272,000 for
the quarter ended June 30, 2001, compared to $192,000 during the same period of
2000. Lower interest expense resulting from the elimination of long-term debt
in 2000 and increased royalty income were the primary reasons for the increase.

The effective tax rates for the second quarters of 2001 and 2000 were 38.5%
and 39.0%, respectively.

Six months ended June 30, 2000 and 2001
- ---------------------------------------

For the six months ended June 30, 2001, sales of $24.3 million were $1.5
million or 6.7% higher than net sales of $22.8 million for the same period of
2000.

Six months ended
June 30, Change
---------------------- -----------------
2000 2001 Amount %
------- ------- ------- -------

Spinal product sales............ $12,610 $14,088 $1,478 11.7%
Orthobiologic product sales..... 10,163 10,209 46 .5%
------- ------- ------- -------
Total sales................... $22,773 $24,297 $1,524 6.7%
======= ======= ======= =======

Sales of spinal products increased in the six month period ended June 30,
2001 by $1.5 million or 11.7% to $14.1 million, compared to $12.6 million for
the six month period ended June 30, 2000. The majority of the increase resulted
from sales of our new C-Tek Anterior Cervical Plate System.

Sales of orthobiologic products increased by $46,000 or .5% to $10.2
million for the six months ended June 30, 2001. An increase in sales of AGF
related products was mostly offset by decreased sales of synthetic bone
products.

Total domestic sales of spinal implant products and orthobiologic products
increased 5.5% or $975,000 to $18.7 million for the six months ended June 30,
2001, compared to $17.8 million for the same period of 2000. International
sales of $5.6 million for the six months ended June 30, 2001 were higher by
$549,000 or 10.9% compared to $5.0 million during the same period of 2000.

For the six months ended June 30, 2001, the gross margin was 70.8% of sales
compared to 69.3% of sales for the six months ended June 30, 2000. This
improvement primarily related to higher average selling prices for our spinal
products and operating efficiencies.

Total operating expenses for the six months ended June 30, 2001 increased
by 12.3% or $1.6 million to $14.2 million, compared to $12.6 million for the
same period of 2000. As a percentage of sales, total operating expenses
increased from 55.5% in the first six months of 2000 to 58.4% in the first six
months of 2001. Research and development expenses increased by 32.6% or
$807,000 due primarily to efforts related to the development of potential new
products. Selling and marketing expenses increased 9.5% or $743,000 compared to
the six months ended June 30, 2000 primarily due to commissions on increased
sales and increased net expenses related to our symposiums. General and
administrative expenses increased 13.1% or $275,000, primarily as the result of
increased legal expenses associated with the DePuy AcroMed litigation.

Total interest and other income increased $261,000 or 75.2%, to $608,000
for the six months ended June 30, 2001, compared to $347,000 during the same
period of 2000. Increased interest income on higher average cash, cash
equivalents and short-term investment balances in 2001, lower interest expense
resulting from the elimination of long-term debt in 2000 and increased royalty
income were the primary reasons for the increase.

The effective tax rates for the first six months of 2001 and 2000 were
38.5% and 39.0%, respectively.

Liquidity and Capital Resources

In the first six months of 2001, our operations generated positive cash
flow of approximately $2.1 million. We invest our excess cash in U.S. Treasury
securities and high-grade marketable securities. At June 30, 2001, cash, cash
equivalents and short-term investments totaled $16.3 million, up $1.7 million
from $14.6 million at December 31, 2000. We also have a $5.0 million revolving
line of credit available to us that had no amount outstanding at June 30, 2001
and which expires in June 2002.

We have used and may continue to use our cash, our common stock, or a
combination of both to pay for purchased technologies, product lines, mergers
and acquisitions. On July 10, 2001, we used approximately $8 million of our
cash in connection with the acquisition of American OsteoMedix Corporation. We
also intend to continue to invest in the development of our business. We
believe we currently possess sufficient resources to meet the cash requirements
of our operations for at least the next year. However, some of the
aforementioned activities may require cash in excess of that which we currently
possess, and we can give no assurance that we will be able to raise the
additional capital on satisfactory terms, if at all.

At June 30, 2001, we had no material commitments for capital expenditures.

Cautionary Note Regarding Forward-Looking Statements

We caution the reader that certain important factors may affect our actual
results and could cause such results to differ materially from any forward-
looking statement which may have been deemed to have been made in this report or
which are otherwise made by us or on our behalf. For this purpose any
statements contained in this report that are not statements of historical fact
may be deemed to be forward-looking statements. Without limiting the generality
of the foregoing, words such as "may", "will", "expect", "believe",
"anticipate", "intend", "could", "would", "estimate", "continue" or "pursue",
or the negative other variations thereof or comparable terminology are intended
to identify forward-looking statements.

Forward-looking statements involve risks and uncertainties that cannot be
predicted or quantified and, consequently, actual results may differ materially
from those expressed or implied by such forward-looking statements. Such risks
and uncertainties include, among other things:

. the success of our product development activities and uncertainties
related to the timing or outcome of such activities;

. the timing with which regulatory authorizations and product
introduction may be achieved, if at all;

. our ability to adequately protect our technology and enforce our
intellectual property rights;

. our success in acquiring or licensing proprietary technologies that are
necessary for our product development activities;

. the outcome of litigation involving Interpore Cross (including patent,
trademark and copyright litigation), and the costs, expenses and
possible diversion of management's time and attention arising from such
litigation;

. our ability to obtain and maintain a sufficient supply of products to
meet market demand in a timely manner;

. our ability to timely and cost effectively integrate into our
operations the companies that we acquire, including AOM;

. our dependence on single source suppliers and the risks associated with
a production interruption or shipment delays at such suppliers;

. the scope, outcome and timeliness of any governmental, court or other
regulatory action (including, without limitation, the scope, outcome or
timeliness of any inspection or other action of the FDA);

. the availability on commercially reasonable terms of raw materials and
other third party sourced products;

. our exposure to product liability and other lawsuits and contingencies;

. our successful compliance with extensive, costly, complex and evolving
governmental regulations and restrictions;

. market acceptance of and continued demand for our products and the
impact of competitive products and pricing; and

. other risks and uncertainties detailed herein and from time to time in
our Securities and Exchange Commission filings. The information
contained in this report is as of June 30, 2001, unless expressly stated
as of another date. We undertake no obligation to publicly update any
forward-looking statements, whether as a result of new information,
future events or otherwise. We also may make additional disclosures in
our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and
Current Reports on Form 8-K that we may file from time to time with the
Securities and Exchange Commission. Please also note that we provide a
cautionary discussion of risks and uncertainties under the section
entitled "Risk Factors" in our Annual Report on Form 10-K for the year
ended December 31, 2000. These are factors that we think could cause our
actual results to differ materially from expected results. Other factors
besides those listed here could also adversely affect us. This
discussion is provided as permitted by the Private Securities Litigation
Reform Act of 1995.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We are exposed to market risk for changes in interest rates related
primarily to our cash and cash equivalent balances and marketable securities.
However, as all of our investments are in short-term instruments, we believe
that we have no material market risk exposure.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

The Court has set trial for May 2002, and the parties are currently
involved in discovery.

Item 4. Submission of Matters to a Vote of Security Holders

On May 18, 2001, Interpore Cross held its 2001 Annual Meeting of
Stockholders to vote on one proposal. The number of shares entitled to vote was
14,422,899. The number of shares represented in person or by proxy was
12,213,395.

The following are the voting results for the proposal:

PROPOSAL: Election of two Class III members of the Board of Directors of
Interpore Cross to serve until the Annual Meeting of
Stockholders in the year 2004 or until their successors are
duly elected and qualified:

Percentage of shares
Nominee Number of votes present and voting
------- --------------- --------------------
David C. Mercer 11,432,927 94%
Joseph A. Mussey 11,432,927 94%

Item 6. Exhibits and Reports on Form 8-K

a. Exhibits.

Reference is made to the Exhibit Index on Page 17 hereof.

b. Reports on Form 8-K.

On June 1, 2001, the Company filed a report on Form 8-K with
the Securities and Exchange Commission describing an Agreement
to acquire American OsteoMedix Corporation.

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 10, 2001 INTERPORE INTERNATIONAL, INC.
(Registrant)

By: /s/ David C. Mercer
-------------------------
David C. Mercer,
Chairman and Chief Executive
Officer

By: /s/ Richard L. Harrison
-----------------------
Richard L. Harrison
Sr. Vice President and
Chief Financial Officer

EXHIBIT INDEX

Exhibit
Number Description
------- -----------
2.01 Agreement and Plan of Merger dated as of May 30, 2001, among
Interpore International, Inc., a Delaware corporation, OP Sub,
Inc., a California corporation and American OsteoMedix
Corporation, a Virginia corporation, and the Shareholders of
American OsteoMedix Corporation (25)

3.01 Certificate of Incorporation of Interpore International, Inc.
as amended (1)

3.02 Bylaws of Registrant (1)

3.03 Amendment Number One to Bylaws (16)

4.01 Rights Agreement dated November 19, 1998, between Interpore
International, Inc. and U.S. Stock Transfer Corporation, which
includes the form of Certificate of Determination of the Series
A Junior Participating Preferred Stock of Interpore
International, Inc. as Exhibit A, the form of Right Certificate
as Exhibit B and the Summary of Rights to Purchase Preferred
Shares as Exhibit C (2)

4.02 Registration Rights Agreement dated December 8, 1999 by and
between Interpore International, Inc., John A. Dawdy and
Andrew G. Hood (20)

4.03 Registration Rights Agreement (25)

10.01 Cancellation and Release Agreement dated March 1, 1993 among
Registrant, Interpore Orthopaedics, Inc., Pfizer, Inc. and
Howmedica, Inc. (3)

10.02 Single Tenant Lease dated July 25, 1991 between Registrant and
The Irvine Company as amended by a Third Amendment to Lease
dated December 11, 1996 (4);

10.03 Amended and Restated Loan and Security Agreement dated June 22,
1999 among Registrant, Interpore Orthopaedics, Inc., Cross
Medical Products, Inc., Interpore Cross International Inc., and
Silicon Valley Bank (19) and Loan Modification Agreement
dated June 21, 2000 (22)

10.04 Amended and Restated Stock Option Plan dated March 19, 1991 (6),
First Amendment to the Amended and Restated Stock Option Plan,
effective October 15, 1991 (3); Amendment to the Amended and
Restated Stock Option Plan dated September 17, 1994 (7)

10.05 1995 Stock Option Plan (8)

10.06 Stock Option Plan for Non-Employee Directors of Interpore
International (9)

10.07 Danninger Medical Technology, Inc. Amended and Restated 1984
Non-Statutory Stock Option Plan (10)

10.08 Danninger Medical Technology, Inc. Amended and Restated 1984
Incentive Stock Option Plan (10)

10.09 Cross Medical Products Inc. Amended and Restated 1994 Stock
Option Plan (10)

10.10 Asset Purchase Agreement dated March 12, 1997, among Cross
Medical Products, Inc., Danninger Healthcare, Inc. and OrthoLogic
Corp. (11)

10.11 Indenture concerning 8.5% Convertible Subordinated Debentures
between Cross Medical Products, Inc. and Fifth Third Bank (12)

10.12 Supplemental Indenture between Interpore International, Inc. and
Cross Medical Products, Inc. and Fifth Third Bank (5)

10.13 Form of Indemnification Agreement (13)

10.14 Schedule of Parties to Form of Indemnification Agreement (14)

10.15 Agreement between Dr. Edward Funk and Cross Medical Products,
Inc. dated February 11, 1998 (15)

Exhibit
Number Description
------- -----------
10.16 Form of Employment Agreement dated July 31, 2000 / August 30,
2000 between Interpore International, Inc. and its executive
officers (23)

10.17 Schedule of Parties to Form of Employment Agreement dated
July 31, 2000 / August 30, 2000 (23)

10.18 1999 Consultants Stock Option Plan (17)

10.19 Amended and Restated Employee Qualified Stock Purchase Plan
dated November 13, 1998 (18)

10.20 Asset Purchase Agreement dated December 8, 1999, by and among
Interpore Orthopaedics, Inc., Quantic Biomedical, Inc.,
Quantic Biomedical Partners, John A. Dawdy and Andrew G. Hood
(20)

10.21 2000 Equity Participation Plan (21)

21.01 Subsidiaries of the Registrant (22)
- --------------------------
(1) Incorporated by reference from our Registration Statement on Form S-4,
Registration No. 333-49487.

(2) Incorporated by reference from our Current Report on Form 8-K dated
December 1, 1998.

(3) Incorporated by reference from our Registration Statement on Form S-1,
Registration No. 33-69872.

(4) Incorporated by reference from our Current Report on Form 8-K dated
February 11, 1998.

(5) Incorporated by reference from our Quarterly Report on Form 10-Q for the
fiscal quarter ended June 30, 1998.

(6) Incorporated by reference from our Registration Statement on Form S-8,
Registration No. 33-77426.

(7) Incorporated by reference from our Registration Statement on Form S-8,
Registration No. 33-86290.

(8) Incorporated by reference from our Proxy Statement for the 1994 Annual
Meeting of Shareholders.

(9) Incorporated by reference from our Proxy Statement for the 1995 Annual
Meeting of Shareholders.

(10) Incorporated by reference from our Registration Statement on Form S-8,
Registration No. 333-53775.

(11) Incorporated by reference from the Cross Medical Products, Inc. Annual
Report on Form 10-K for the year ended December 31, 1996.

(12) Incorporated by reference from the Cross Medical Products, Inc.
Registration Statement on Form S-2, Registration No. 333-02273.

(13) Incorporated by reference from our Quarterly Report on Form 10-Q for the
fiscal quarter ended March 31, 1998.

(14) Incorporated by reference from our Quarterly Report on Form 10-Q for the
fiscal quarter ended September 30, 1998.

(15) Incorporated by reference from the Cross Medical Products, Inc. Annual
Report on Form 10-K for the year ended December 31, 1997.

(16) Incorporated by reference from our Annual Report on Form 10-K for the
fiscal year ended December 31, 1998.

(17) Incorporated by reference from our Proxy Statement for the 1999 Annual
Meeting of Stockholders.

(18) Incorporated by reference from our Quarterly Report on Form 10-Q for the
fiscal quarter ended March 31, 1999.

(19) Incorporated by reference from our Quarterly Report on Form 10-Q for the
fiscal quarter ended June 30, 1999.

(20) Incorporated by reference from our Annual Report on Form 10-K for the
fiscal year ended December 31, 1999.

(21) Incorporated by reference from our Proxy Statement for the 2000 Annual
Meeting of Stockholders.

(22) Incorporated by reference from our Quarterly Report on Form 10-Q for the
fiscal quarter ended June 30, 2000.

(23) Incorporated by reference from our Quarterly Report on Form 10-Q for the
fiscal quarter ended September 30, 2000.

(24) Incorporated by reference from our Annual Report on Form 10-K for the
fiscal year ended December 31, 2000.

(25) Incorporated by reference from our Current Report on Form 8-K dated
July 24, 2001.