EXHIBIT 10.9 SECOND AMENDMENT, dated as of August 22, 1997, to that certain International Distributorship Agreement, dated as of January 22, 1997, as amended (as so amended, the "Distributorship Agreement") between Arterial Vascular Engineering, Inc.,...

                                  EXHIBIT 10.9

         SECOND  AMENDMENT,  dated  as of  August  22,  1997,  to  that  certain
International  Distributorship  Agreement,  dated as of  January  22,  1997,  as
amended  (as so  amended,  the  "Distributorship  Agreement")  between  Arterial
Vascular  Engineering,  Inc., a Delaware  corporation ("AVE") and Japan Lifeline
Co., Ltd., a company organized under the laws of Japan (the "Distributor").

         WHEREAS,  AVE and the Distributor desire to amend certain provisions of
the Distributorship Agreement;

         NOW, THEREFORE, in consideration of the premises and for other valuable
consideration,  receipt  of which is hereby  acknowledged,  the  parties  hereto
hereby agree as follows:

         1.  Section  3.6 is hereby  amended by  deleting  the  amount  "*" and
substituting in lieu thereof the amount "*".

         2.  Schedule B is hereby  amended by adding a proviso to the end of the
sentence under the heading  "Coronary Stent Systems," which proviso shall be and
read as follows:

                  "; provided,  however,  that for the * period  beginning * and
                  ending *, Distributor shall purchase at least * coronary stent
                  systems".

         3. This  Amendment is limited as specified  and shall not  constitute a
modification, acceptance or waiver of any other provision of the Distributorship
Agreement.

         4.  From  and   after  the  date   hereof,   all   references   in  the
Distributorship   Agreement   shall  be   deemed   to  be   references   to  the
Distributorship Agreement as modified hereby.

         5. This  Amendment  shall be governed by, and  construed in  accordance
with,  the laws of the State of California  applicable to contracts  executed in
and to be performed in that State.


         IN WITNESS WHEREOF,  AVE and the Distributor have caused this Amendment
to be duly  executed  as of the date  first  written  above by their  respective
officers thereunto duly authorized.

ARTERIAL VASCULAR ENGINEERING, INC.                     JAPAN LIFELINE CO., LTD.



By  /s/ Xxxxx X. Xxxxxx                                 /s/ Xxxxxxx Xxxxxxxx
  -------------------------------------                     ----------------
        Xxxxx X. Xxxxxx                                     Xxxxxxx Xxxxxxxx
  President and Chief Executive Officer                        President

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*    Certain  confidential  information  contained in this  document,  marked by
     asterisks,  has been omitted and filed  separately  with the Securities and
     Exchange  Commission  pursuant to Rule 24b-2 of the Securities Exchange Act
     of 1934, as amended.