- Amended Statement of Changes in Beneficial Ownership (4/A)

FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES	OMB APPROVAL OMB Number: 3235-0287 Expires: February 28, 2011 Estimated average burden hours per response... 0.5
	Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940

1. Name and Address of Reporting Person ^* Mitchell Robert D	2. Issuer Name and Ticker or Trading Symbol ENDOLOGIX INC /DE/ [ ELGX ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __ X __ Officer (give title below) _____ Other (specify below) President, Global Initiatives
(Last) (First) (Middle) 11 STUDEBAKER	3. Date of Earliest Transaction (MM/DD/YYYY) 12/10/2010
(Street) IRVINE, CA 92618 (City) (State) (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY) 12/14/2010	6. Individual or Joint/Group Filing (Check Applicable Line) _ X _ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/10/2010		J ⁽¹⁾		58389	A	⁽¹⁾	408389	D

*Table II - Derivative Securities Beneficially Owned ( e.g.* , puts, calls, warrants, options, convertible securities)**
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

( 1)

These shares of common stock were omitted from Mr. Mitchell's original Form 4. Mr. Mitchell acquired these shares of common stock on December 10, 2010, as closing consideration upon completion of Endologix, Inc.'s acquisition of Nellix, Inc. by merger pursuant to the terms of the Merger Agreement between Endologix, Inc. and Nellix, Inc. The price per share of the shares of common stock issued at the closing of the merger was $4.731, which represented the average per share closing price of common stock for the 30 consecutive trading days ending on the third trading day immediately preceding the date of the first public announcement of the merger. The Merger Agreement further provides that the former stockholders of Nellix, Inc. may receive additional shares of common stock pursuant to the terms and formulas set forth in the Merger Agreement if Endologix, Inc. achieves the OUS Milestone (as defined in the Merger Agreement) and/or the PMA Milestone (as defined in the Merger Agreement).

Remarks:
These shares of common stock were omitted from Mr. Mitchell's original Form 4. Mr. Mitchell acquired these shares of common stock on December 10, 2010, as closing consideration upon completion of Endologix, Inc.'s acquisition of Nellix, Inc. by merger pursuant to the terms of the Merger Agreement between Endologix, Inc. and Nellix, Inc. The price per share of the shares of common stock issued at the closing of the merger was $4.731, which represented the average per share closing price of common stock for the 30 consecutive trading days ending on the third trading day immediately preceding the date of the first public announcement of the merger. The Merger Agreement further provides that the former stockholders of Nellix, Inc. may receive additional shares of common stock pursuant to the terms and formulas set forth in the Merger Agreement if Endologix, Inc. achieves the OUS Milestone (as defined in the Merger Agreement) and/or the PMA Milestone (as defined in the Merger Agreement). Mr. Mitchell's right to receive additional shares of common stock became fixed and irrevocable on December 10, 2010, the effective date of the merger.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Mitchell Robert D 11 STUDEBAKER IRVINE, CA 92618			President, Global Initiatives

Signatures
Robert D. Mitchell by Robert J. Krist, Attorney-in-Fact for Reporting Person		1/13/2011
^** Signature of Reporting Person		Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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