<SUBMISSION>
<ACCESSION-NUMBER>0000351721-02-000002
<TYPE>8-K
<PUBLIC-DOCUMENT-COUNT>1
<PERIOD>20020130
<ITEMS>5
<FILING-DATE>20020130
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>ADVANCED NEUROMODULATION SYSTEMS INC
<CIK>0000351721
<ASSIGNED-SIC>3841
<IRS-NUMBER>751646002
<STATE-OF-INCORPORATION>TX
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>8-K
<ACT>34
<FILE-NUMBER>000-10521
<FILM-NUMBER>02521943
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>6501 WINDCREST DRIVE SUITE 100
<CITY>PLANO
<STATE>TX
<ZIP>75024
<PHONE>9723098000
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>6501 WINDCREST DRIVE SUITE 100
<CITY>PLANO
<STATE>TX
<ZIP>75024
</MAIL-ADDRESS>
<FORMER-COMPANY>
<FORMER-CONFORMED-NAME>QUEST MEDICAL INC
<DATE-CHANGED>19920703
</FORMER-COMPANY>
</FILER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>body.htm
<DESCRIPTION>FORM 8-K
<TEXT>
<HTML>
<HEAD>
<TITLE>ADVANCED NEUROMODULATION SYSTEMS, INC. FORM 8-K</TITLE>
</HEAD>
<BODY>
<H1 ALIGN=CENTER><FONT SIZE=3>SECURITIES AND EXCHANGE COMMISSION</FONT></H1>
<H1 ALIGN=CENTER><FONT SIZE=3>Washington, D.C. 20549</FONT></H1>
<HR SIZE=1 WIDTH=15% ALIGN=CENTER>
<H1 ALIGN=CENTER><FONT SIZE=4>FORM 8-K</FONT></H1>
<HR SIZE=1 WIDTH=15% ALIGN=CENTER>
<H1 ALIGN=CENTER><FONT SIZE=3>CURRENT REPORT<BR>PURSUANT TO SECTION 13 OR 15(d)
OF THE<BR>SECURITIES EXCHANGE ACT OF 1934</FONT></H1>
<H1 ALIGN=CENTER><FONT SIZE=3>Date of report (Date of earliest event reported):
<BR>January 30, 2002 (January 25, 2002)</FONT></H1>

<HR SIZE=1 WIDTH=15% ALIGN=CENTER>
<P ALIGN=CENTER><FONT SIZE=3>Commission file number 0-10521</FONT></P>
<H1 ALIGN=CENTER><FONT SIZE=4>ADVANCED NEUROMODULATION SYSTEMS, INC.</FONT></H1>
<P ALIGN=CENTER><FONT SIZE=3>Incorporated pursuant to the Laws of the State of
Texas</FONT></P>
<HR SIZE=1 WIDTH=15% ALIGN=CENTER>
<P ALIGN=CENTER><FONT SIZE=3>Internal Revenue Service &#151; Employer
Identification No. 75-1646002</FONT></P>
<P ALIGN=CENTER><FONT SIZE=3>6501 Windcrest Drive, Plano, Texas 75024</FONT></P>
<P ALIGN=CENTER><FONT SIZE=3>(972) 309-8000</FONT></P>
<HR>

<PAGE>
<P><B>Item 5.&nbsp;&nbsp;Other Events</B></P>
<P>On January 25, 2002, the Registrant's Board of Directors voted to amend the
existing Rights Agreement between the Registrant and Computershare Investor
Services LLC dated as of August 30, 1996. The Rights Agreement was amended to
effect the following changes:</P>
<UL>
<LI>to increase the exercise price of a Right from $30 per share to $200 per
share
<LI>to extend the term of the Plan for five years to August 2011
<LI>to eliminate  provisions  relating to certain  required  approvals by the
"Continuing  Directors" of the Registrant (commonly referred to "dead hand"
provisions)
<LI>to effect other immaterial technical and updating changes</UL>
<P>The Amendment to the Rights Agreement was not adopted in response to any
known offers for the Registrant. The Amendment to the Rights Agreement dated as
of January 25, 2002 and the Registrant's press release announcing the Board's
action dated January 28, 2002, are attached hereto as Exhibits 99.1 and 99.2,
respectively, and are incorporated in their entirety herein by reference.</P>
<P><B>Item 7.&nbsp;&nbsp;Financial Statements, Pro Forma Financial Information
and Exhibits.</B></P>
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR>
<TD WIDTH=7% ALIGN=LEFT>(c)</TD>
<TD WIDTH=93% ALIGN=LEFT>Exhibits</TD></TR>
<TR><TD>&nbsp;</TD><TD></TD></TR>
<TR>
<TD VALIGN=TOP>99.1</TD>
<TD>Amendment to Rights Agreement dated as of January 25, 2002.</TD>
</TR>
<TR><TD>&nbsp;</TD><TD></TD></TR>
<TR>
<TD>99.2</TD>
<TD>Press Release dated January 28, 2002.</TD></TR></TABLE>
<HR>

<PAGE>
<H1 ALIGN=CENTER><FONT SIZE=3>SIGNATURES</FONT></H1>
<P><FONT SIZE=3>Pursuant to the requirements of the Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.</FONT></P><TABLE>
<TR><TD WIDTH=40%></TD>
<TD WIDTH=60%>ADVANCED NEUROMODULATION SYSTEMS, INC.<BR><BR><BR></TD>
</TR>
<TR>
<TD WIDTH=40%></TD><TD WIDTH=60%>By:&nbsp;<U>/s/ F. Robert Merrill III
</U></TD></TR><TR>
<TD WIDTH=40%>Date: January 30, 2002</TD><TD WIDTH=60%>Name: F. Robert Merrill
III</TD></TR><TR>
<TD WIDTH=40%></TD><TD WIDTH=60%>Title: Executive Vice President,
Finance</TD></TR><TR>
<TD WIDTH=40%></TD><TD WIDTH=60%>Chief Financial Officer
and Treasurer</TD></TR></TABLE>
<HR>

<PAGE>
<P ALIGN=CENTER><B>INDEX TO EXHIBITS</B></P>
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR>
<TD WIDTH=20% ALIGN=LEFT>Exhibit</TD>
<TD WIDTH=80% ALIGN=LEFT>&nbsp;</TD>
</TR>
<TR>
<TD ALIGN=LEFT><U>Number</U></TD>
<TD ALIGN=LEFT><U>Description</U></TD></TR>
<TR>
<TD>&nbsp;</TD><TD></TD></TR>
<TR>
<TD ALIGN=LEFT>99.1</TD>
<TD>Amendment to Rights Agreement dated as of January 25, 2002.</TD></TR>
<TR><TD>&nbsp;</TD><TD></TD></TR>
<TR>
<TD ALIGN=LEFT>99.2</TD>
<TD>Press Release dated January 28, 2002.</TD></TR></TABLE>
<HR>

<PAGE>
<P ALIGN=RIGHT><B><U>Exhibit 99.1</U></B></P>
<P ALIGN=CENTER><B>AMENDMENT TO RIGHTS AGREEMENT</B></P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;THIS AMENDMENT TO RIGHTS AGREEMENT (this
"Amendment"), dated to be effective as of January 25, 2002, is between ADVANCED
NEUROMODULATION SYSTEMS, INC., a Texas corporation (formerly QUEST MEDICAL, INC.
(the "Company"), and COMPUTERSHARE INVESTOR SERVICES LLC (formerly KEYCORP
SHAREHOLDER SERVICES, INC.) (the "Rights Agent"), at the direction of the
Company.</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;WHEREAS, the Company and the Rights Agent
entered into a Rights Agreement
dated as of August 30, 1996 (the "Rights Agreement");</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;WHEREAS, Section 27 of the Rights
Agreement permits the amendment of the Rights Agreement by the Board of
Directors of the Company;</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;WHEREAS, the Company's stock price has
increased substantially since the Company entered into the Rights Agreement on
August 30, 1996, and the Board of Directors has determined that the exercise
price of the Rights should be increased to ensure that the Rights Agreement
retains its intended effect;</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;WHEREAS, the Board of Directors also
desires to extend the term of the Rights Agreement, and to amend the Rights
Agreement so that it no longer requires certain actions to be taken by
"Continuing Directors" (as defined in the Rights Agreement);</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;WHEREAS, pursuant to resolutions duly
adopted on January 25, 2002, the Board of Directors of the Company adopted and
authorized the amendment of the Rights Agreement as set forth below; and</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;WHEREAS, the Board of Directors of the
Company has resolved and determined that such amendment is desirable and
consistent with, and for the purpose of fulfilling, the objectives of the Board
of Directors in connection with the original adoption of the Rights
Agreement;</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;NOW, THEREFORE, the Rights Agreement is
hereby amended as follows:</P>
<P>1.&nbsp;&nbsp;&nbsp;<U>CHANGES IN NAMES THROUGHOUT THE
AGREEMENT.</U></P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;All references in the Rights Agreement to
"Quest Medical, Inc." shall be deemed to be references to "Advanced
Neuromodulation Systems, Inc.", and all references to "KeyCorp Shareholder
Services, Inc." shall be deemed references to "Computershare Investor Services,
Inc."</P>
<P>2.&nbsp;&nbsp;&nbsp;<U>AMENDMENT OF SECTION 1.</U></P>
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR>
<TD WIDTH=3% ALIGN=LEFT>&nbsp;</TD>
<TD WIDTH=5% ALIGN=LEFT VALIGN=TOP>a.</TD>
<TD WIDTH=92% ALIGN=LEFT><U>Section 1(h)</U> of the Rights Agreement is hereby
amended in its entirety to read as follows:</TD></TR>
<TR>
<TD>&nbsp;</TD><TD></TD><TD></TD></TR>
<TR>
<TD>&nbsp;</TD>
<TD>&nbsp;</TD>
<TD>"(h)&nbsp;&nbsp;&nbsp;&nbsp;[intentionally left blank]."</TD></TR>
<TR>
<TD>&nbsp;</TD><TD></TD><TD></TD></TR>
<TR>
<TD>&nbsp;</TD>
<TD VALIGN=TOP>b.</TD>
<TD><U>Section 1(o)</U> of the Rights Agreement is hereby amended in its
entirety to read as follows:</TD></TR>
<TR>
<TD>&nbsp;</TD><TD></TD><TD></TD></TR>
<TR>
<TD>&nbsp;</TD>
<TD>&nbsp;</TD>
<TD>"(o)&nbsp;&nbsp;&nbsp;&nbsp;<U>Requisite Majority"</U> means, at any time,
the affirmative vote of a majority of the Directors then in office.</TD></TR>
</TABLE>
<hr>

<PAGE>
<P>3.&nbsp;&nbsp;&nbsp;<U>AMENDMENT OF SECTION 7.</U></P>
<P></P>
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR>
<TD WIDTH=5% ALIGN=LEFT>&nbsp;</TD>
<TD WIDTH=5% ALIGN=LEFT VALIGN=TOP>a.</TD>
<TD WIDTH=90% ALIGN=LEFT><U>Section 7(a)</U> of the Rights  Agreement is amended
by replacing the reference in such section to "August 30, 2006" with
"August 30, 2011".</TD></TR>
<TR>
<TD>&nbsp;</TD><TD></TD></TR>
<TR>
<TD>&nbsp;</TD>
<TD VALIGN=TOP>b.</TD>
<TD><U>Section  7(b)</U> of the Rights Agreement is amended by replacing the
reference  in such  section to  "$30.00"  with "$200.00".</TD></TR></TABLE>
<P>4.&nbsp;&nbsp;&nbsp;<U>AMENDMENT OF SECTION 21.</U></P>
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR>
<TD WIDTH=3%>&nbsp;</TD>
<TD WIDTH=97%><U>Section 21</U> of the Rights Agreement is amended by
substituting the sixth sentence thereof with the following sentence:</TD></TR>
<TR>
<TD>&nbsp;</TD><TD></TD></TR>
<TR>
<TD>&nbsp;</TD>
<TD>"Any successor Rights Agent, whether appointed by the Company or such a
court, shall be (a) a corporation or trust company (or similar form of entity
under the laws of any state of the United States or a foreign jurisdiction)
authorized to conduct business under the laws of the United States or any state
of the United States, which is authorized under such laws to exercise corporate
trust, fiduciary or stockholder services powers and is subject to supervision or
examination by federal or state authority and which has at the time of its
appointment as Rights Agent a combined capital and surplus of at least
$10,000,000 or (b) an Affiliate controlled by a corporation described in clause
(a) of this sentence."</TD></TR></TABLE>
<P>5.&nbsp;&nbsp;&nbsp;<U>AMENDMENT OF SECTION 26.</U></P>
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR>
<TD WIDTH=3%>&nbsp;</TD>
<TD WIDTH=97%><U>Section 26</U> of the Rights Agreement is deleted in its
entirety and replaced with the following:</TD></TR>
<TR>
<TD>&nbsp;</TD><TD></TD></TR>
<TR>
<TD>&nbsp;</TD>
<TD>"Section 26.&nbsp;&nbsp;&nbsp;<I>Notices.</I> Notices or demands authorized
by this Agreement to be given or made by the Rights Agent or by the holder of
any Rights Certificate to or on the Company will be sufficiently given or made
if sent by first-class mail, postage prepaid, addressed (until another address
is filed in writing with the Rights Agent) as follows:</TD></TR></TABLE>
<P></P>
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR>
<TD WIDTH=20%>&nbsp;</TD>
<TD WIDTH=80%>Advanced Neuromodulation Systems, Inc.<BR>6501 Windcrest Drive<BR>
Suite 100<BR>Plano, Texas  75024<BR>Attention:  Chief Executive Officer<BR></TD>
</TR>
<TR>
<TD>&nbsp;</TD><TD></TD></TR>
<TR>
<TD>&nbsp;</TD>
<TD>with a copy to:</TD></TR>
<TR>
<TD>&nbsp;</TD><TD></TD></TR>
<TR>
<TD>&nbsp;</TD>
<TD>Hughes &amp; Luce, L.L.P.<BR>1717 Main Street<BR>Suite 2800<BR>
Dallas, Texas 75201</TD></TR></TABLE>
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR>
<TD WIDTH=3%>&nbsp;</TD></TR>
<TR>
<TD>&nbsp;</TD>
<TD>Subject to the provisions of Section 21, any notice or demand authorized by
this Agreement to be given or made by the Company or by the holder of any Rights
Certificate to or on the Rights Agent will be sufficiently given or made if sent
by first-class mail, postage prepaid, addressed (until another address is filed
in writing with the Company) as follows:</TD></TR></TABLE>
<P></P>
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR>
<TD WIDTH=20%>&nbsp;</TD>
<TD WIDTH=80%>Computershare Investor Services LLC<BR>2 North LaSalle Street<BR>
Chicago, Illinois  60602</TD></TR></TABLE>
<P></P>
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR>
<TD WIDTH=3%>&nbsp;</TD>
<TD WIDTH=97%>Notices or demands authorized by this Agreement to be given or
made by the Company or the Rights Agent to the holder of any Rights Certificate
(or, if prior to the Distribution Date, to the holder of certificates
representing shares of Common Stock) will be sufficiently given or made if sent
by first-class mail, postage prepaid, addressed to such holder at the address of
such holder as shown on the registry books of the Company."</TD></TR></TABLE>
<HR>

<PAGE>
<P>6.&nbsp;&nbsp;&nbsp;<U>AMENDMENT OF SECTION 29.</U></P>
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR>
<TD WIDTH=3%>&nbsp;</TD>
<TD WIDTH=97%>Section 29 of the Rights Agreement is deleted in its entirety and
replaced with the following:</TD></TR>
<TR>
<TD>&nbsp;</TD><TD></TD></TR>
<TR>
<TD>&nbsp;</TD>
<TD>"Section 29.&nbsp;&nbsp;&nbsp;<I>Determinations and Actions by the Board of
Directors, etc.</I> For all purposes of this Agreement, any calculation of the
number of shares of Common Stock outstanding at any particular time, including
for purposes of determining the particular percentage of such outstanding shares
of Common Stock of which any Person is the Beneficial Owner, will be made in
accordance with the last sentence of Rule 13d-3(d)(1)(I) of the General Rules
and Regulations under the Exchange Act as in effect on the date of this
Agreement. The Board of Directors of the Company will have the exclusive power
and authority to administer this Agreement and to exercise all rights and powers
specifically granted to the Board of Directors or to the Company, or as may be
necessary or advisable in the administration of this Agreement, including,
without limitation, the right and power to (a) interpret the provisions of this
Agreement, and (b) make all determinations deemed necessary or advisable for the
administration of this Agreement (including, without limitation, a determination
to redeem or not redeem the Rights or to amend the Agreement). All such actions,
calculations, interpretations and determinations (including, for purposes of
clause (y) below, all omissions with respect to the foregoing) that are done or
made by the Board of Directors in good faith, will (x) be final, conclusive, and
binding on the Company, the Rights Agent, the holders of the Rights, and all
other parties, and (y) not subject the Board of Directors to any liability to
the holders of the Rights."</TD></TR></TABLE>
<P>7.&nbsp;&nbsp;&nbsp;<U>AMENDMENT OF EXHIBIT A</U></P>
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR>
<TD WIDTH=3%>&nbsp;</TD>
<TD WIDTH=97%>a.&nbsp;&nbsp;&nbsp;The references to "August 30, 2006"; in the
first full paragraph shall be replaced with references to "August 30, 2011";.
The references to "$30.00"; in the such paragraph shall be replaced with
references to "$200.00".</TD></TR>
<TR>
<TD>&nbsp;</TD><TD></TD></TR>
<TR>
<TD>&nbsp;</TD>
<TD>b.&nbsp;&nbsp;&nbsp;The fifth full paragraph of <U>Exhibit A</U> to the
Rights Agreement is deleted in its entirety and replaced with the following:
</TD></TR>
<TR>
<TD>&nbsp;</TD><TD></TD></TR>
<TR>
<TD>&nbsp;</TD>
<TD>Subject to the provisions of the Rights Agreement, the Rights evidenced by
this Certificate may be redeemed by the Company at its option at a redemption
price of $0.01 per Right. In addition, in certain circumstances the Rights may
be exchanged, in whole or in part, for shares of the Common Stock. Immediately
upon the action of the Board of Directors of the Company authorizing any such
exchange, and without any further action or any notice, the Rights (other than
Rights that are not subject to such exchange) will terminate and the Rights will
only enable holders to receive the shares assumable upon such exchange.</TD>
</TR></TABLE>
<P>8.&nbsp;&nbsp;&nbsp;<U>AMENDMENT OF EXHIBIT B</U></P>
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR>
<TD WIDTH=3%>&nbsp;</TD>
<TD WIDTH=97%>The reference to "$30.00" shall be replaced with "$200.00".</TD>
</TR></TABLE>
<P>9.&nbsp;&nbsp;&nbsp;<U>EFFECTIVENESS.</U></P>
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR>
<TD WIDTH=3%>&nbsp;</TD>
<TD WIDTH=97%>This Amendment to the Rights Agreement shall be effective as of
the date of this Amendment, and all references to the Rights Agreement shall,
from and after such time, be deemed to be references to the Rights Agreement as
amended hereby.</TD></TR></TABLE>
<P>10.&nbsp;&nbsp;<U>CERTIFICATION.</U></P>
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR>
<TD WIDTH=3%>&nbsp;</TD>
<TD WIDTH=97%>The undersigned officer of the Company certifies by execution
hereof that this Amendment is in compliance with the terms of <U>Section 27</U>
of the Rights Agreement.</TD></TR></TABLE>
<P>11.&nbsp;&nbsp;<U>MISCELLANEOUS.</U></P>
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR>
<TD WIDTH=3%>&nbsp;</TD>
<TD WIDTH=97%>This Amendment may be executed in any number of counterparts, each
of such counterparts shall for all purposes be deemed to be an original, and all
such counterparts shall together constitute but one and the same instrument. If
any term, provision, covenant or restriction of this Amendment is held by a
court of competent jurisdiction or other authority to be invalid, illegal, or
unenforceable, the remainder of the terms, provisions, covenants and
restrictions of this Amendment shall remain in full force and effect and shall
in no way be affected, impaired or invalidated.</TD></TR></TABLE>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;IN WITNESS WHEREOF, the parties hereto
have caused this Amendment to be duly executed as of the date and year first
above written.</P>
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR>
<TD WIDTH=40%>&nbsp;</TD>
<TD WIDTH=60%>AVANCED NEUROMODULATION   SYSTEMS, INC.</TD></TR>
<TR>
<TD>&nbsp;</TD><TD></TD></TR>
<TR>
<TD WIDTH=40%></TD><TD WIDTH=60%>By:&nbsp;<U>/s/ F. Robert Merrill III</U>
<BR>Name: F. Robert Merrill III<BR>
Title: Executive Vice President, Finance and CFO</TD></TR>
<TR>
<TD>&nbsp;</TD><TD></TD></TR>
<TR>
<TD>&nbsp;</TD>
<TD>COMPUTERSHARE INVESTOR SERVICES LLC, as Rights Agent</TD></TR>
<TR>
<TD>&nbsp;</TD><TD></TD></TR>
<TR>
<TD>&nbsp;</TD>
<TD>By:&nbsp;<U>/s/ Mark Asbury</U><BR>Name: Mark Asbury<BR>Title: Relationship
Manager</TD></TR></TABLE>
<HR>

<PAGE>
<P ALIGN=RIGHT><B><U>Exhibit 99.2</U></B></P>
<P ALIGN=CENTER><U>PRESS RELEASE</U></P>
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR>
<TD WIDTH=60% ALIGN=LEFT>[Graphic omitted]</TD>
<TD WIDTH=40% ALIGN=RIGHT>FOR IMMEDIATE RELEASE</TD></TR>
<TR>
<TD>&nbsp;</TD><TD></TD></TR>
<TR>
<TD WIDTH=60% ALIGN=LEFT>Agency Contact:</TD>
<TD WIDTH=40% ALIGN=RIGHT>Company Contact:</TD></TR>
<TR>
<TD>Neil Berkman Associates</TD>
<TD ALIGN=RIGHT>Chris Chavez</TD></TR>
<TR>
<TD>(310) 277-5162</TD>
<TD ALIGN=RIGHT>President &amp; CEO</TD></TR>
<TR>
<TD>info@BerkmanAssociates.com</TD>
<TD ALIGN=RIGHT>(972) 309-8000</TD></TR></TABLE>
<P ALIGN=CENTER><B>Advanced Neuromodulation Systems<BR>Amends
Shareholder Rights Plan</B></P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;DALLAS, TEXAS, January 28, 2002 --
Advanced Neuromodulation Systems, Inc. (ANS) (NASDAQ:ANSI) announced today that
its Board of Directors has amended the company's Shareholder Rights Plan adopted
in 1996 to increase the exercise price of a Right from $30 per share to $200 per
share, to extend the term of the Plan for five years to August 2011, and to
effect certain other technical changes. ANS said that the amendments to the
Shareholder Rights Plan were not adopted in response to any market accumulation
of stock or offer to acquire the company.<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Because our stock price has increased
substantially over the past year, and even exceeded the original $30 exercise
price of a Right, it was necessary to amend the Plan so that it will continue to
have the intended effect of protecting our shareholders from an unfair or
coercive takeover. "Any potential acquiror seeking to obtain control of ANS
should be required to treat all ANS shareholders fairly and equally", said Hugh
Morrison, Chairman of the Board of Directors. "We want to be sure that if we
receive an unsolicited proposal to acquire the company, the Plan will give us
the time required to evaluate the proposal and to make sure that shareholder
value is enhanced."<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Rights provided under the amended
Shareholder Rights Plan are exercisable only if a "triggering event" occurs;
that is, only if a person or group acquires more than 15% of ANS' common stock
or announces a tender or exchange offer for more than 20% of the stock. In that
event, the purchase price and number of shares purchasable under each Right will
be adjusted so that a shareholder (other than the acquiror or offeror) would be
entitled to buy two times the exercise price, or $400 worth of ANS common stock,
for the exercise price of $200. For example, if the trading price of ANS common
stock at the time of a triggering event were $50 per share, each Right would
entitle a shareholder (other than the acquiror or offeror) to buy eight shares
(a $400 value) of ANS common stock for $200. The effect of such exercise of the
Rights dilutes the acquiror's voting power and encourages otherwise hostile
acquirors to negotiate with the Board of ANS. The Plan will remain in effect
until August 30, 2011, unless the Rights are redeemed pursuant to the terms of
the Plan or the Plan is otherwise terminated. Details of the Plan and the Rights
are outlined in filings with the Securities and Exchange Commission.</P>
<HR>

<PAGE>
<P><B>About Advanced Neuromodulation Systems</B></P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Advanced Neuromodulation Systems designs,
develops, manufactures and markets implantable systems used to manage chronic
intractable pain and other disorders of the central nervous system. Additional
information is available at www.ans-medical.com.</P>
<P><B><I>"Safe harbor" statement under the Private Securities Litigation Reform
Act of 1995:</I></B></P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Statements contained in this document
that are not based on historical facts are "forward-looking statements." Terms
such as "plan," "should," "would," "anticipate," "believe," "intend,"
"estimate," "expect," "predict," "scheduled," "new market," "potential market
applications" and similar expressions are intended to identify forward-looking
statements. Such statements are by nature subject to uncertainties and risks,
including but not limited to: completion of research and development projects in
an efficient and timely manner; obtaining regulatory approvals on a timely and
cost-efficient basis to permit the introduction of new products; the
satisfactory completion of clinical trials and/or market tests prior to the
introduction of new products; the adequacy, acceptability and timeliness of
component supply; the approval of new products by reimbursement agencies like
insurance companies, HMOs, Medicare and Medicaid; the efficacy of the Company's
products for new applications; and other risks detailed from time to time in the
Company's SEC filings. Consequently, if such management assumptions prove to be
incorrect or such risks or uncertainties materialize, anticipated results could
differ materially from those forecast in forward-looking statements.</I></P>
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