	UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549
	SCHEDULE 13D/A

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

ev3 Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

26928A 20 0

(CUSIP Number)

Scott A. Arenare, Esq.

Managing Director and General Counsel

Warburg Pincus LLC

466 Lexington Avenue

New York, New York 10017

(212) 878-0600

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

April 19, 2007

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 26928A 20 0

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Warburg, Pincus Equity Partners, L.P. ID Number 13-3536060

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			x

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) N/A

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Delaware limited partnership

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0

			8.	Shared Voting Power 31,401,560 (see Item 5(b) of this Schedule 13D)

			9.	Sole Dispositive Power 0

			10.	Shared Dispositive Power 31,401,560 (see Item 5(b) of this Schedule 13D)

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 31,401,560 (see Item 5(b) of this Schedule 13D)

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 51.8% (see Item 5(a) of this Schedule 13D)

	14.	Type of Reporting Person (See Instructions) PN

CUSIP No. 26928A 20 0

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Warburg Pincus Partners LLC ID Number 13-4069737

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			x

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) N/A

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization New York limited liability company

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0

			8.	Shared Voting Power 31,401,560 (see Item 5(b) of this Schedule 13D)

			9.	Sole Dispositive Power 0

			10.	Shared Dispositive Power 31,401,560 (see Item 5(b) of this Schedule 13D)

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 31,401,560 (see Item 5(a) of this Schedule 13D)

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 51.8% (see Item 5(a) of this Schedule 13D)

	14.	Type of Reporting Person (See Instructions) OO

CUSIP No. 26928A 20 0

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Warburg Pincus & Co. ID Number 13-6358475

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			x

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) N/A

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization New York general partnership

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0

			8.	Shared Voting Power 31,401,560 (see Item 5(b) of this Schedule 13D)

			9.	Sole Dispositive Power 0

			10.	Shared Dispositive Power 31,401,560 (see Item 5(b) of this Schedule 13D)

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 31,401,560 (see Item 5(a) of this Schedule 13D)

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 51.8% (see Item 5(a) of this Schedule 13D)

	14.	Type of Reporting Person (See Instructions) PN

CUSIP No. 26928A 20 0

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Warburg Pincus LLC ID Number 13-3536050

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			x

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) N/A

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization New York limited liability company

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0

			8.	Shared Voting Power 31,401,560 (see Item 5(b) of this Schedule 13D)

			9.	Sole Dispositive Power 0

			10.	Shared Dispositive Power 31,401,560 (see Item 5(b) of this Schedule 13D)

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 31,401,560 (see Item 5(a) of this Schedule 13D)

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 51.8% (see Item 5(a) of this Schedule 13D)

	14.	Type of Reporting Person (See Instructions) OO

Introduction.

This Amendment No. 1 to Schedule 13D (this “Amendment”) amends the Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on June 21, 2005, (the “Original Schedule 13D”), on behalf of Warburg, Pincus Equity Partners, L.P., a Delaware limited partnership (“WPEP”), Warburg Pincus Partners, LLC, a New York limited liability company (“WP Partners”), Warburg Pincus & Co., a New York general partnership (“WP”), and Warburg Pincus LLC, a New York limited liability company (“WP LLC” and, together with WPEP, WP Partners and WP, the “Warburg Pincus Reporting Entities”). Charles R. Kaye and Joseph P. Landy are Managing General Partners of WP and Managing Members and Co-Presidents of WP LLC and may be deemed to control the Warburg Pincus Reporting Entities. Messrs. Kaye and Landy disclaim beneficial ownership of all shares held by the Warburg Pincus Reporting Entities. This Amendment No. 1 relates to the common stock, $0.01 par value per share (the “Common Stock”), of ev3 Inc, a Delaware corporation (the “Company”). The holdings of Common Stock of WPEP reported in this Amendment includes certain shares of Common Stock which may be deemed to be beneficially owned by Warburg, Pincus Netherlands Equity Partners I, C.V. (“WPNEP I”) and Warburg, Pincus Netherlands Equity Partners III, C.V. (“WPNEP III” and, together with WPNEP I and WPEP, the “Investors”). Unless otherwise indicated herein, each capitalized term used but not otherwise defined herein shall have the meaning ascribed to such term in the Original Schedule 13D.

Item 4.

Purpose of Transaction.

Item 4 of the Original Schedule 13D is hereby amended and restated in its entirety as set forth below:

On April 19, 2007 the Investors agreed to sell 6,000,000 shares of Common Stock (the “Firm Shares”) pursuant to the underwriting agreement by and among the Company, the Investors, Vertical Fund I, L.P., Vertical Fund II, Banc of America Securities LLC, Piper Jaffray & Co. and J.P. Morgan Securities Inc., as representatives of the several underwriters named in Schedule A thereto (the “Underwriting Agreement”). A copy of the form of Underwriting Agreement is attached hereto as Exhibit C. The Investors expect to receive aggregate gross proceeds of $108,870,000 from the sale of the Firm Shares.

Pursuant to the Underwriting Agreement, the Investors also granted the Underwriters an option for up to 30 days to purchase an additional 1,312,500 shares of Common Stock held by the Investors solely to cover over-allotments in connection with the sale of the Firm Shares.

The Investors view themselves as investors in the Company. Accordingly, the Investors expect to monitor the market for the Company’s Common Stock to determine whether to continue to hold the Common Stock or whether to dispose of its remaining shares of the Issuer in an orderly manner in light of market conditions and subject to applicable legal and contractual restrictions.

	Pursuant to agreements by and between the Investors and the representatives of the underwriters (the “Lock-up Agreements”), the Investors cannot, without the prior written consent of the representatives on behalf of the underwriters (which consent may be withheld in their sole discretion), directly or indirectly, sell, offer, contract or grant any option to sell (including, without limitation, any short sale), pledge (including margin stock), transfer, establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfer, or commence the offering of, any shares of Common Stock; options or warrants to acquire shares of Common Stock, or securities exchangeable or exercisable for or convertible into shares of Common Stock currently or hereafter owned either of record or beneficially by the undersigned, or publicly announce an intention to do any of the foregoing. The Lock-up Agreements are effective for a period commencing on the date of execution and continuing through the close of trading on the date 90 days after the date the Company filed the final prospectus with the SEC. A copy of the form of Lock-up Agreement is attached hereto as Exhibit D.

Item 5.	Interest in Securities of the Issuer.
	Item 5 of the Original Schedule 13D is hereby amended and restated in its entirety as set forth below: (a) The Warburg Pincus Reporting Entities may be deemed to beneficially own an aggregate of 31,401,560 shares of Common Stock, representing 51.8% of the outstanding shares Common Stock, based on the 58,174,280 shares of Common Stock outstanding as of March 1, 2007, as represented by the Company in the final prospectus filed with the SEC. (b) Each of the Warburg Pincus Reporting Entities share the power to vote or to direct the vote and to dispose or direct the disposition of the 31,401,560 shares of Common Stock it may be deemed to beneficially own. The Warburg Pincus Reporting Entities are making this single, joint filing because they may be deemed to constitute a “person” or “group” within the meaning of Section 13(d)(3) of the Exchange Act. The filing of this Amendment shall not be construed as an admission of such beneficial ownership or that the Warburg Pincus Reporting Entities constitute a person or group. The agreement among the Warburg Pincus Reporting Entities to file jointly was filed as Exhibit A to the Original Schedule 13D. (c) Other than the transactions described in Item 4 of this Amendment no transactions in the Common Stock of the Company were effected during the past sixty days by the Warburg Pincus Reporting Entities or, to the best knowledge of the Warburg Pincus Reporting Entities, any of the persons set forth on Schedule I of the Original Schedule13D. (d) Not applicable. (e) Not applicable.

Item 7.	Material to Be Filed as Exhibits.
	Item 7 of the Original Schedule 13D is hereby amended by adding Exhibit C and Exhibit D.

Exhibit		Description

C		Form of Underwriting Agreement by and among ev3 Inc., Warburg, Pincus Equity Partners, L.P. (together with its two affiliated partnerships, Warburg, Pincus Netherlands Equity Partners I, C.V. and Warburg, Pincus Netherlands Equity Partners III, C.V.), Vertical Fund I, L.P., Vertical Fund II, Banc of America Securities LLC, Piper Jaffray & Co. and J.P. Morgan Securities Inc. as representatives of the several Underwriters named in Schedule A thereto, incorporated by reference from ev3 Inc.’s registration statement on Form S-3/A filed with the SEC on April 19, 2007 (Commission File No. 333-141826).

D		Form of Lock-up Agreement by and among the Investors and the representatives of the several underwriters named therein.

Signatures

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: April 24, 2007	WARBURG, PINCUS EQUITY PARTNERS, L.P.

	By:	Warburg Pincus Partners, LLC, its
		General Partner

	By:	Warburg Pincus & Co., its
		Managing Member

	By:	/s/ Scott A. Arenare
		Name: Scott A. Arenare
		Title: Partner


Dated: April 24, 2007	WARBURG PINCUS PARTNERS, LLC

	By:	Warburg Pincus & Co. its
		Managing Member

	By:	/s/ Scott A. Arenare
		Name: Scott A. Arenare
		Title: Partner

Dated: April 24, 2007	WARBURG PINCUS & CO.


	By:	/s/ Scott A. Arenare
		Name: Scott A. Arenare
		Title: Partner

Dated: April 24, 2007	WARBURG PINCUS LLC

	By:	/s/ Scott A. Arenare
		Name: Scott A. Arenare
		Title: Managing Director

EXHIBIT INDEX

Exhibit		Description

C		Form of Underwriting Agreement by and among ev3 Inc., Warburg, Pincus Equity Partners, L.P. (together with its two affiliated partnerships, Warburg, Pincus Netherlands Equity Partners I, C.V. and Warburg, Pincus Netherlands Equity Partners III, C.V.), Vertical Fund I, L.P., Vertical Fund II, Banc of America Securities LLC, Piper Jaffray & Co. and J.P. Morgan Securities Inc. as representatives of the several Underwriters named in Schedule A thereto, incorporated by reference from ev3 Inc.’s registration statement on Form S-3/A filed with the SEC on April 19, 2007 (Commission File No. 333-141826).

D		Form of Lock-up Agreement by and among the Investors and the representatives of the several underwriters named therein.

Exhibit (D)

Form of Lock-Up Agreement 2007

Banc of America Securities LLC
Piper Jaffray & Co.
J.P. Morgan Securities Inc.
As Representatives of the Several Underwriters
c/o Banc of America Securities LLC
9 West 57th Street
New York, NY 10019

Re: ev3 Inc. (the “Company”)

Ladies and Gentlemen:

The undersigned is an owner of record or the beneficial owner of certain shares of common stock of the Company (“Common Stock”) or securities convertible into or exchangeable or exercisable for Common Stock. The Company proposes to carry out a public offering of Common Stock (the “Offering”) for which you will act as the representatives of the underwriters. The undersigned recognizes that the Offering will be of benefit to the undersigned and will benefit the Company by, among other things, raising additional capital for its operations. The undersigned acknowledges that you and the other underwriters are relying on this letter in carrying out the Offering and in entering into underwriting arrangements with the Company with respect to the Offering.

In consideration of the foregoing, the undersigned hereby agrees that the undersigned will not, without the prior written consent of Banc of America Securities LLC, Piper Jaffray & Co. and J.P. Morgan Securities Inc. (the “Representatives”) (which consent may be withheld in their sole discretion), directly or indirectly, sell, offer, contract or grant any option to sell (including, without limitation, any short sale), pledge (including margin stock), transfer, establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Securities Exchange Act of 1934, as amended, or otherwise dispose of or transfer, or commence the offering of, any shares of Common Stock; options or warrants to acquire shares of Common Stock, or securities exchangeable or exercisable for or convertible into shares of Common Stock currently or hereafter owned either of record or beneficially by the undersigned, or publicly announce an intention to do any of the foregoing, for a period commencing on the date hereof and continuing through the close of trading on the date 90 days after the date of the final prospectus relating to the Offering (the “Prospectus”). If (i) the Company issues an earnings release or material news, or a material event relating to the Company occurs, during the last 17 days of the lock-up period, or (ii) prior to the expiration of the lock-up period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the lock-up period, then, in each case, the restrictions imposed by this agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. The foregoing

sentences shall not apply to (i) the transfer of any or all of the shares of Common Stock, stock options or warrants owned by the undersigned, either during the undersigned’s lifetime or on death, by gift, will or intestate succession to any member of the immediate family of the undersigned or transfers to a trust the beneficiaries of which are exclusively the undersigned and/or a member or members of the undersigned’s immediate family or pursuant to any court order or court settlement, (ii) sales, dispositions or other transfers to members of the undersigned’s family or affiliates of the undersigned, including its partners (if a partnership) or its members (if a limited liability company), (iii) transfers to the underwriters pursuant to the Offering and the Underwriting Agreement and (iv) the cashless exercise of any stock options outstanding as of the date hereof, provided that any shares received by the undersigned upon such exercise will be subject to the terms of this agreement, except that in connection with such exercise the undersigned shall be permitted to sell or otherwise transfer only such number of shares of Common Stock necessary to fund the exercise price of such stock options and any withholding taxes resulting from such exercise; provided, further, that in any transfer made pursuant to clause (i) or (ii) it shall be a condition to such transfer that the transferee executes and delivers to the Representatives an agreement stating that the transferee is receiving and holding the Common Stock subject to the provisions of this letter agreement, and there shall be no further transfer of such Common Stock except in accordance with this letter. Notwithstanding the foregoing, nothing herein shall prohibit the undersigned from establishing a trading plan pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, during the restricted period referred to above, provided that no sales or other transfers occur under such plan during the restricted period.

The undersigned hereby acknowledges and agrees that written notice of any extension of the lock-up period pursuant to the previous paragraph will be delivered by the Representatives to the Company (in accordance with the notice provision in the Underwriting Agreement) and that any such notice properly delivered will be deemed to have been given to, and received by, the undersigned. The undersigned further agrees that, prior to engaging in any transaction or taking any other action that is subject to the terms of this letter agreement during the period from the date of this letter agreement to and including the 34th day following the expiration of the initial 90-day lock-up period, it will give notice thereof to the Company and will not consummate such transaction or take any such action unless it has received written confirmation from the Company that the lock-up period (as may have been extended pursuant to the previous paragraph) has expired.

The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of shares of Common Stock or securities convertible into or exchangeable or exercisable for Common Stock held by the undersigned except in compliance with the foregoing restrictions.

During the period through the close of trading on the date 90 days after the date of the Prospectus, as such 90-day period may be extended pursuant to the second paragraph of this letter agreement, the undersigned will not make any demand for, or exercise any right with respect to, the registration of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock without the prior written consent of the Representatives (which consent may be withheld in their sole discretion).

This agreement is irrevocable and will be binding on the undersigned and the respective successors, heirs, personal representatives and assigns of the undersigned. This agreement shall automatically terminate upon the earliest to occur, if any, of (a) either the Representatives, on the one hand, or the Company, on the other hand, advising the other in writing, prior to the execution of the Underwriting Agreement, that it has determined not to proceed with the Offering, (b) termination of the Underwriting Agreement entered into between the Company, the underwriters and certain of the Company’s stockholders before the sale of any Common Stock to the underwriters or (c) September 30, 2007, in the event that the registration statement has not been declared effective by that date.


Printed Name of Holder

By:
Signature


Printed Name of Person Signing

(and indicate capacity of person signing if
signing as custodian, trustee, or on behalf of an entity)

Under the Securities Exchange Act of 1934 (Amendment No. 1)*

Signatures

Under the Securities Exchange Act of 1934
(Amendment No. 1)*