Edgar Filing: BARNES SUSAN K

Ownership Submission

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

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(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:

3235-0287

Expires:

January 31, 2005

Estimated average burden hours per response...

0.5

(Print or Type Responses)

1. Name and Address of Reporting Person ^*

BARNES SUSAN K

2. Issuer Name and Ticker or Trading Symbol
INTUITIVE SURGICAL INC [ISRG]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Former CFO

(Last)

(First)

(Middle)

950 KIFER ROAD

3. Date of Earliest Transaction (Month/Day/Year)
11/11/2005

(Street)

SUNNYVALE, CA 94086

4. If Amendment, Date Original Filed(Month/Day/Year)
11/15/2005

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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 ⁽¹⁾	11/11/2005		M		10,000	A	$ 6	110,236	D
Common Stock	11/11/2005		M		2,500	A	$ 6	112,736	D
Common Stock	11/11/2005		M		24,239	A	$ 14.5	136,975	D
Common Stock	11/11/2005		M		18,261	A	$ 14.5	155,236	D
Common Stock	11/11/2005		M		7,031	A	$ 11.375	162,267	D
Common Stock	11/11/2005		M		469	A	$ 11.375	162,736	D
Conmon Stock	11/11/2005		M		35,155	A	$ 18.5	197,891	D
Common Stock	11/11/2005		M		11,457	A	$ 18.5	209,348	D
Common Stock	11/11/2005		M		34,375	A	$ 11.74	243,723	D
Common Stock	11/11/2005		M		16,666	A	$ 18.5	260,389	D
Common Stock	11/11/2005		M		5,833 ⁽¹⁾	A	$ 47.86	266,222	D
Common Stock	11/11/2005		S		5,000	D	$ 97	261,222	D
Common Stock	11/11/2005		S		7,500	D	$ 97.05 ⁽¹⁾	253,722	D
Common Stock	11/11/2005		S		30,000	D	$ 97.2	223,722	D
Common Stock	11/11/2005		S		5,000	D	$ 97.22	218,722	D
Common Stock	11/11/2005		S		7,500	D	$ 97.23	211,222	D
Common Stock	11/11/2005		S		3,500	D	$ 97.24	207,722	D
Common Stock	11/11/2005		S		5,000	D	$ 97.25	202,722	D
Common Stock	11/11/2005		S		4,000	D	$ 97.26	198,722	D
Common Stock	11/11/2005		S		10,000	D	$ 97.53	188,722	D
Common Stock	11/11/2005		S		15,000	D	$ 97.67	173,722	D
Common Stock	11/11/2005		S		4,271 ⁽¹⁾	D	$ 97.77	169,451	D
Common Stock	11/11/2005		S		7,500	D	$ 98	161,951	D
Common Stock	11/11/2005		S		5,000	D	$ 98.03	156,951	D
Common Stock	11/11/2005		S		3,500	D	$ 98.35	153,451	D
Common Stock	11/11/2005		S		11,500	D	$ 98.4	141,951	D
Common Stock	11/11/2005		S		5,000	D	$ 98.47	136,951	D
Common Stock	11/11/2005		S		5,000	D	$ 98.5	131,951	D
Common Stock	11/11/2005		S		5,715	D	$ 98.9	126,236	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction 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
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(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)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Option

$ 6

11/11/2005

10,000

⁽²⁾

08/09/2009

Common Stock

$ 6

10,000

Stock Option

$ 6

11/11/2005

2,500

⁽²⁾

03/17/2010

Common Stock

$ 6

2,500

Stock Option

$ 14.5

11/11/2005

24,239

⁽²⁾

01/22/2010

Common Stock

$ 14.5

24,239

Stock Option

$ 14.5

11/11/2005

18,261

⁽²⁾

01/22/2011

Common Stock

$ 14.5

18,261

Stock Option

$ 11.375

11/11/2005

7,031

⁽³⁾

03/22/2010

Common Stock

$ 11.375

7,031

Stock Option

$ 11.375

11/11/2005

469

⁽³⁾

02/01/2012

Common Stock

$ 11.375

469

Stock Option

$ 18.5

11/11/2005

35,155

⁽³⁾

03/24/2012

Common Stock

$ 18.5

35,155

Stock Option

$ 11.74

11/11/2005

34,375

⁽³⁾

02/06/2013

Common Stock

$ 11.74

34,375

Stock Option

$ 18.5

11/11/2005

16,666

⁽³⁾

02/13/2014

Common Stock

$ 18.5

16,666

Stock Option ⁽¹⁾

$ 47.86

11/11/2005

5,833 ⁽¹⁾

⁽³⁾

02/11/2015

Common Stock

$ 47.86

5,833

Stock Option

$ 18.5

11/11/2005

11,457

⁽³⁾

03/14/2012

Common Stock

$ 18.5

11,457

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
BARNES SUSAN K 950 KIFER ROAD SUNNYVALE, CA 94086			Former CFO

Signatures

/s/Susan K. Barnes		12/01/2005
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	The purpose of this amendment is to (a) correctly report report the relationship of the reporting person at the time of the transactions reported in original Form 4 filed with the Securities and Exhange Commission 11/15/2005 (b) correctly report the number of shares exercised in the original Form 4 filed with the Securities and Exhange Commission 11/15/2005 and (c) correctly report the sale price and number of shares sold of the issuer's common stock owned by the reporting person following the transactions reported in the original Form 4 filed with the Securities and Exchange Commission on 11/15/2005.
(2)	All share option grants are vested.
(3)	Exercised shares are fully exercisable; remaining option shares vested at 1/48th of total grant per month.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.