SEC FORM 4/A

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

DAVENPORT CRAIG T

(Last)

(First)

(Middle)

C/O ENDOCARE, INC.

201 TECHNOLOGY DRIVE

(Street)

IRVINE

92618

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ENDOCARE INC [ ENDO ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chairman, President & CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/21/2007

4. If Amendment, Date of Original Filed (Month/Day/Year)
02/23/2007

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. 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⁾	02/21/2007		M		19,337.5	A	⁽¹⁾	134,624.5	D
Common Stock⁽²⁾	02/21/2007		F		280.4	D	$560.79⁽³⁾	134,344.1	D

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 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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Deferred Stock Units	⁽⁴⁾	02/21/2007		M			52,483.88	⁽⁴⁾	02/21/2007	Common Stock	52,483.88	⁽⁴⁾	0	D

Explanation of Responses:

1. Represent shares earned under the Employee DSU Program. The shares are not actually issued to Mr. Davenport until the earlier of (i) June 19, 2008, or (ii) as soon as administratively practicable following Mr. Davenport?s separation from service (but in any event no earlier than June 17, 2008), subject to the terms and conditions of the Employee DSU Program.

2. Represents the DSUs withheld by the Company to cover taxes resulting from the vesting of the DSUs.

3. Value based on $2.00 closing price of the Company's Common Stock on the vesting date, which was February 21, 2007.

4. Each Deferred Stock Unit reflects the right to receive one share of Common Stock in the future, subject to the terms and conditions of the Employee DSU Program.

Remarks:

The original Form 4 was filed to report the vesting of 19,244.55 of the 52,483.88 deferred stock units (DSU) granted to Mr. Davenport in June 2006 under the Company?s Employee Deferred Stock Unit Program (the "Employee DSU Program"), which is described in the Form 8 K filed by the Company on May 22, 2006. This Form 4 amendment is being filed to correct the number of vested DSUs; the correct number of vested DSUs is 19,337.50. In addition, this Form 4 amendment reflects that of the 19,337.50 vested DSUs, 280.40 DSUs have been withheld by the Company to cover taxes resulting from the vesting of the DSUs.

	/s/ Clint B. Davis, as attorney-in-fact	04/25/2007
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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