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

                               -------------------


                                    FORM 10-Q

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934

                   For the Fiscal Quarter Ended March 31, 1999

[ ]  TRANSITION  REPORT  PURSUANT  TO  SECTION  13 OR  15(d)  OF THE  SECURITIES
     EXCHANGE ACT OF 1934

               For the Transition period from _____ to _________.



                         Commission file number: 0-27596



                                 CONCEPTUS, INC.
             (Exact name of Registrant as specified in its charter)



              Delaware                                     94-3170244
  (State or other jurisdiction of                       (I.R.S. Employer
   incorporation or organization)                      Identification No.)

                               1021 Howard Avenue
                              San Carlos, CA 94070
                    (Address of principal executive offices)

       Registrant's telephone number, including area code: (650) 802-7240

                               -------------------


         Indicate by check mark whether the registrant (1) has filed all reports
         required to be filed by Section 13 or 15(d) of the Securities  Exchange
         Act of 1934 during the preceding 12 months (or for such shorter  period
         that the  registrant  was required to file such  reports),  and (2) has
         been subject to such filing requirements for at least the past 90 days.

         Yes     X                                               No
                ---                                                   ---

         As of March 31, 1999, 9,620,205 shares of the Registrant's Common Stock
         were outstanding.

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<PAGE>

<TABLE>

                                                   CONCEPTUS, INC.

                                   FORM 10-Q For the Quarter Ended March 31, 1999

                                                        INDEX
<CAPTION>

                                                                                                                Page

<S>            <C>                                                                                               <C>
               Facing sheet                                                                                      1

               Index                                                                                             2

Part I.        Financial Information

Item 1.        a)     Consolidated balance sheets at March 31, 1999 and December 31, 1998                        3

               b)     Consolidated statements of operations for the three month periods ended March 31,
                      1999 and March 31, 1998                                                                    4

               c)     Consolidated statements of cash flows for the three month periods ended March 31,
                      1999 and March 31, 1998.                                                                   5

               d)     Notes to consolidated financial statements                                                 6

Item 2.        Management's Discussion and Analysis of Financial Condition and Results of Operations
                                                                                                                 6

Item 3.        Quantitative and Qualitative Disclosures About Market Risk                                        12

Part II.       Other Information                                                                                 13

               Signature                                                                                         14

               Index to Exhibits                                                                                 15

</TABLE>

                                       2
<PAGE>


PART I:  FINANCIAL INFORMATION

ITEM 1.  Financial Statements
<TABLE>

                                                          Conceptus, Inc.

                                                    Consolidated Balance Sheets
                                         (In thousands, except share and per share amounts)

<CAPTION>

                                                                                                   March 31, 1999  December 31, 1998
                                                                                                   --------------  -----------------
<S>                                                                                                   <C>             <C>
Assets                                                                                              (Unaudited)
  Current assets:
    Cash and cash equivalents                                                                         $ 12,108        $ 11,503
    Short-term investments                                                                               3,938           5,568
    Accounts receivable, net                                                                                18             139
    Other current assets                                                                                   265              65
                                                                                                      --------        --------
  Total current assets                                                                                  16,329          17,275

  Property and equipment, net                                                                            1,213           1,391

  Other assets                                                                                             360             365
                                                                                                      --------        --------

                                                                                                      $ 17,902        $ 19,031
                                                                                                      ========        ========



Liabilities and stockholders' equity
  Current liabilities:
    Accounts payable                                                                                  $    194        $    165
    Accrued compensation                                                                                   378             421
    Other accrued liabilities                                                                               59              92
    Current portion of deferred revenue                                                                     97              97
                                                                                                      --------        --------
  Total current liabilities                                                                                728             775

  Long-term portion of deferred revenue                                                                    218             242

  Stockholders' equity:
    Common stock, $0.003 par value, 30,000,000 shares authorized,                                       63,570          63,570
        9,620,205 shares issued and outstanding at
        March 31, 1999 and December 31, 1998, respectively
    Stockholder notes receivable                                                                           (54)            (54)
    Deferred compensation                                                                                  (82)           (106)
    Accumulated deficit                                                                                (46,478)        (45,396)
                                                                                                      --------        --------

  Total stockholders' equity                                                                            16,956          18,014
                                                                                                      --------        --------

                                                                                                      $ 17,902        $ 19,031
                                                                                                      ========        ========

<FN>
                                            See notes to consolidated financial statements.
</FN>
</TABLE>
                                                                    3

<PAGE>

                                Conceptus, Inc.

                     Consolidated Statements of Operations
                                  (unaudited)
                    (In thousands, except per share amounts)

                                                             Three Months Ended
                                                                  March 31,
                                                         -----------------------
                                                           1999           1998
                                                         -------        -------
Net sales                                                $    30        $   167
Cost of sales                                                 40            836
                                                         -------        -------

Gross profit (loss)                                          (10)          (669)

Operating expenses:
  Research and development                                   738          1,386
  Selling, general and administrative                        552          1,777
                                                         -------        -------

Total operating expenses                                   1,290          3,163
                                                         -------        -------

Operating loss                                            (1,300)        (3,832)

Interest and investment income, net                          218            376
                                                         -------        -------

Net loss                                                 $(1,082)       $(3,456)
                                                         =======        =======

Basic and diluted net loss per share                     $ (0.11)       $ (0.36)
                                                         =======        =======

Shares used in computing basic
  and diluted net loss per share                           9,620          9,503
                                                         =======        =======




                See notes to consolidated financial statements.

                                       4
<PAGE>
<TABLE>

                                                           Conceptus, Inc.
                                               Consolidated Statements of Cash Flows
                                          Increase (Decrease) in Cash and Cash Equivalents
                                                            (Unaudited)
                                                           (In thousands)

<CAPTION>
                                                                                                      Three Months Ended March 31,
                                                                                                         1999                 1998
                                                                                                      --------             --------
<S>                                                                                                   <C>                  <C>
Cash flows used in operating activities
Net loss                                                                                              $ (1,082)            $ (3,456)
Adjustments to reconcile net loss to net
        cash used in operating activities:
        Depreciation and amortization                                                                      178                  163
        Amortization of deferred compensation                                                               24                   17
        Recognition of deferred revenue                                                                    (24)                 (24)
        Changes in operating assets and liabilities
                Accounts receivable                                                                        121                   41
                Inventories                                                                               --                     28
                Other current assets                                                                      (200)                 (29)
                Account payable                                                                             29                  (19)
                Accrued compensation                                                                       (43)                  (2)
                Other accrued liabilities                                                                  (33)                 (44)
                                                                                                      --------             --------
Net cash used in operating activities                                                                   (1,030)              (3,325)
                                                                                                      --------             --------

Cash flows used in investing activities
        Purchase of investments                                                                           --                 (8,450)
        Maturities of investments                                                                        1,630               14,779
        Capital expenditures                                                                              --                   (497)
        Change in other assets                                                                               5                   13
                                                                                                      --------             --------
Net cash provided by (used in) investing activities                                                      1,635                5,845
                                                                                                      --------             --------

Cash flows provided by financing activities
        Proceeds from issuance of common stock                                                            --                      9
        Principal payments on debt and capital lease obligations                                          --                    (18)
                                                                                                      --------             --------
Net cash provided by financing activities                                                                 --                     (9)
                                                                                                      --------             --------

Net (decrease) increase in cash and cash equivalents                                                       605                2,511
Cash and cash equivalents at beginning of year                                                          11,503                9,250
                                                                                                      --------             --------
Cash and cash equivalents at end of year                                                              $ 12,108             $ 11,761
                                                                                                      ========             ========

<FN>

                                                       See accompanying notes
</FN>
</TABLE>

                                                                 5

<PAGE>

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                    Unaudited

Note 1.  Summary of Significant Accounting Policies

Method of Preparation

         The accompanying  unaudited consolidated financial statements have been
prepared in accordance with Generally Accepted Accounting Principles for interim
information in accordance  with Regulation S-X, Form 10-Q and Article 10. In the
opinion of management,  all  adjustments,  consisting  only of normal  recurring
adjustments,  necessary to present  fairly the  financial  position,  results of
operations,  and cash flows at March 31,  1999,  and for all periods  presented,
have been made.

         The  balance  sheet at  December  31,  1998 has been  derived  from the
audited  financial  statements  at that  date.  This  financial  data  should be
reviewed in conjunction with the audited financial  statements and notes thereto
included in the Company's  Form 10-K for the year ended  December 31, 1998.  The
results  of  operations  for the  three  months  ended  March  31,  1999 may not
necessarily  be  indicative  of the  operating  results for the full 1999 fiscal
year.

Recent Accounting Pronouncements

         None


Item 2. Management's  Discussion and Analysis of Financial Condition and Results
        of Operations

         The  following  discussion  should  be read  in  conjunction  with  the
unaudited  financial  statements and notes thereto  included in Part I-Item 1 of
this  Quarterly  Report.  In  addition,  except  for the  historical  statements
contained therein, the following discussion contains forward-looking  statements
within the meaning of Section 21E of the  Securities  Exchange  Act of 1934,  as
amended.  The Company wishes to alert readers that the risk factors set forth in
the Company's  Annual Report on Form 10-K for the year ended  December 31, 1998,
as well as other factors,  including those set forth in the following discussion
could in the future affect, and in the past have affected,  the Company's actual
results  and could  cause the  Company's  results  for future  periods to differ
materially from those expressed in any forward-looking  statements made by or on
behalf of the Company.


                                       6
<PAGE>


Overview

         Since its inception on September 18, 1992, Conceptus has been primarily
engaged in the design,  development  and marketing of innovative  interventional
medical  devices for use in reproductive  medicine.  The Company's is focused on
providing a non-surgical alternative to female sterilization,  the most commonly
performed contraceptive  procedure worldwide.  Since the Company's restructuring
in July 1998,  the  Company  has not  actively  marketed  nor  manufactured  its
infertility  and  hysteroscopic  resection  products.  The Company has a limited
history of operations and has  experienced  significant  operating  losses since
inception.  Operating  losses are  expected  to  continue  for at least the next
several years as the Company continues to expend  substantial  resources to fund
clinical  trials in support of  regulatory  and  reimbursement  approvals and to
conduct research and product development.

Contraception Overview

         Despite the risks,  high  costs,  and  recovery  time  associated  with
surgical  sterilization  performed  under general  anesthesia,  surgical  female
sterilization is the most widely used form of contraception in the United States
and  internationally.  According  to a 1995  survey by the  Centers  for Disease
Control and Prevention,  female  sterilization is the most commonly used form of
contraception in the United States by women between the ages of 15 and 44. Among
women 35 years and over,  33% rely on  sterilization  and among all  married  or
divorced   women  over  35  years  of  age,   54%  utilize   sterilization   for
contraception.  The high rate of reliance on female sterilization is due in part
to concerns about the safety and reliability of those birth control methods that
are readily  accepted by younger women.  Consequently,  despite recent favorable
clinical  studies,   patient  concerns  about  the  long-term  effects  of  oral
contraceptives  have limited their acceptance among women 35 and over where only
12% of these women use oral contraceptives.  Use of intrauterine devices ("IUD")
in the United  States has  declined in women of all age groups.  Due to concerns
that use of IUDs may result in increased  incidence of pain and heavy  menstrual
bleeding,  which could mask the symptoms of serious uterine disease, use of IUDs
among women in the United States age 15 - 44 is less than 1%. For these reasons,
women are seeking new methods of permanent contraception. Increasingly, women in
the United States have turned to surgical tubal sterilization,  which has become
the contraceptive  method of choice. In 1995, 59% of women between 15 - 44 years
of age  relied  on tubal  sterilization,  compared  with  only  23% in 1973.  In
developing  countries where there are concerns about population  growth,  23% of
all women have undergone surgical tubal sterilization.

         Because the fallopian tubes are the organs in which conception  occurs,
they serve a critical  function  in the  reproductive  process and are often the
focus of treatment  whether the objective is to increase a woman's  reproductive
potential,  such  as  in  the  treatment  of  infertility,  or to  decrease  her
reproductive potential,  such as in the performance of sterilization procedures.
Surgical  fallopian tube  sterilization has become the fastest growing method of
contraception  worldwide,  especially  among  women  over  35,  because  of  its
reliability,  and the  absence  of  chronic  side  effects  associated  with the
procedure.  Although  mechanical  occlusion of the  fallopian  tubes is a highly
effective means of achieving female  sterilization,  the difficulty in accessing
the  fallopian  tubes  has made it  necessary  to  perform  surgery  in order to
accomplish fallopian tube sterilization.  Typically, fallopian tubes are ligated
by cutting or  cauterizing  the tubes,  or by mechanical  occlusion of the tubal
lumen  using clips or rings in a surgical  procedure  such as a  laparoscopy  or
laparotomy. The requirement of surgery, however, is an obvious limitation of the
procedure.  The risks  associated  with  surgery,  including the risk of general
anesthesia, infection and other complications, combined with concerns about cost
and recovery  time,  make the procedure less than ideal.  Additionally,  in many
developing  countries,  where the need for permanent  contraception is critical,
there is a shortage of community surgical


                                       7
<PAGE>


facilities. In the United States, it is estimated that over 1.3 million surgical
tubal sterilization procedures are performed annually. The average cost of these
procedures ranges from approximately $2,500 to approximately  $8,000,  depending
on the degree of invasiveness of the surgery.

STOP System Procedure-Specific Product

         The Company is developing a proprietary micro-coil sterilization device
which is  deployed  permanently  into each  fallopian  tube using the  Company's
minimally  invasive  tubal access and delivery  system and the Company's  unique
delivery wire. The  micro-coil  device has been designed to effectively  occlude
the lumen of the fallopian  tube and be physically  incorporated  into the tubal
wall to prevent  expulsion.  The Company believes that this device and procedure
should reduce the clinical  risks and costs  associated  with most current tubal
sterilization   procedures   while   delivering  a  reliable,   safe  method  of
sterilization.

Clinical and Regulatory Status

         In 1995,  the  Company  completed  in vitro  feasibility  studies and a
successful animal study that  demonstrated  100% pregnancy  prevention in the 20
animals  in which the device  remained  correctly  placed.  In  September  1995,
Conceptus  commenced  a Phase I  clinical  study  of the  STOP  device  under an
Institutional   Review  Board  ("IRB")  approval  with  a  non-significant  risk
determination.  In April  1996  this  study  was  approved  by the FDA  under an
Investigational  Device Exemption  ("IDE").  The study involved the placement of
the STOP device in patients at the time of  hysterectomy  in order to assess the
ability to access the fallopian  tube,  properly place the device,  and test the
acute  retention  of the  device.  In  addition  to the  initial  Phase  I trial
objectives,  this study is designed to evaluate the histology of adjacent tissue
reaction and patient recovery from the device placement procedure.  Results from
histologic   evaluation  of  fallopian  tubes  provides   evidence  of  a  local
inflammatory  tissue  response  to the  device,  as well as  damage to the tubal
architecture,  which is expected to be unfavorable to conception. In addition, a
hysterosalpingography  performed  just  prior to the  hysterectomy  demonstrated
complete  occlusion  in all tubes  tested to date,  with the  exception of three
tubes in which the device did not remain due to improper placement.

         The Company has tested several  different designs of the STOP device in
pre-clinical  studies, in an attempt to improve handling  characteristics of the
device  and to  address  issues of device  migration  and  expulsion  which were
observed in the early clinical  testing.  In 1997, the Company commenced a Phase
II clinical study in Australia and in 1998,  two additional  Phase II sites were
initiated in the United  States.  In the first  quarter of 1999, a Phase II site
was added in Belgium.  As of April 30, 1999,  29 patients are  continuing in the
Phase  II  study  of which  ten  women  have  been  relying  on the  device  for
contraception.  In 123  months of  wearing  and  through  60 months of  efficacy
testing,  no pregnancies  nor adverse  events have been reported.  A significant
majority  of  the  implantation   procedures  were  performed   without  general
anesthesia  and were tolerated by patients.  The Company  expects to follow this
study with an expanded  Phase II study,  which will likely  involve 50 patients.
Depending  on the  results  of this  expanded  Phase II study and the  Company's
on-going  development  efforts,  the Company is in the process of  formulating a
Phase III study,  which will involve a larger  patient  population and long-term
follow up in support of a Pre-Market Approval



                                       8
<PAGE>

("PMA")  application.  There can be no assurance  that the Company's  efforts to
formulate,  design,  and execute a large Phase III study will be  successful  in
obtaining a PMA of the STOP device.

Conceptus' First Platform Technology:  Transcervical Tubal Access Technology

         Conceptus  has developed its  minimally  invasive  transcervical  tubal
access technology to address the clinical problems and technological limitations
presented  by  current  fallopian  tube  infertility  and  tubal   sterilization
approaches.  The Company believes that the ability to directly and nonsurgically
access the fallopian tubes will lead to better reproductive outcomes by:

         o    Improving  the  accuracy  of conventional  diagnostic   procedures
              performed to assess tubal patency.

         o    Facilitating  the performance of a new endoscopic tubal diagnostic
              procedure,  which will permit the diagnosis of several key aspects
              of tubal functionality not adequately assessed today.

         o    Enabling  physicians to select more  appropriate  tubal therapies,
              thereby eliminating many unnecessary therapies.

         o    Allowing more tubal therapies to be performed nonsurgically,  thus
              avoiding  the risks and costs of  surgery  and the  potential  for
              further surgery-induced damage to the fallopian tubes.

         o    Accelerating the selection of appropriate  infertility  treatment,
              an import  consideration  for women whose  infertility  status has
              already been compromised by age.


Infertility Products

         The  Company's   proprietary   transcervical  tubal  access  technology
consists of specially designed,  micro-catheters and guidewires,  designed to be
atraumatic,  which provide non-surgical access through the cervix and uterus and
into the fallopian tubes. These components are combined with the Company's other
procedure-specific   products  to  produce  the  T-TAC  system  and  the  STARRT
Falloposcopy system.

Conceptus' Second Platform Technology: Resectoscopy

         Conceptus acquired Microgyn, Inc.,a privately held company, in November
1996.The technology  developed at Microgyn has been incorporated into Conceptus'
ERA  and  FUTURA  Resectoscope  Sleeves,  for  use in  therapeutic  resectoscopy
procedures  in  gynecology  and  urology.  In 1997,  the  Company  acquired  the
manufacturing  rights  for  the  ERA  and  FUTURA  product  lines  from  Medical
Scientific,  Inc. The transfer of the manufacturing operation to the Company was
completed in March 1998.

         The ERA product line for gynecology focuses on products to increase the
safety  and  performance  of  resectoscope  procedures,   including  therapeutic
hysteroscopy  procedures,  which  utilize an  endoscope  to guide the  selective
excision of abnormal uterine tissue. These procedures,  including endometrial or
fibroid resection and endometrial  ablation,  are growing in clinical acceptance
because they are less invasive,  non-incisional alternatives to the over 600,000
hysterectomies performed in the United States annually.


                                       9
<PAGE>

         In performing uterine therapy using a hysteroscope,  the uterus must be
distended  and the  visibility  maintained  by use of an optically  clear fluid.
Using monopolar (RF) electrosurgical  energy to cut or ablate adds a restriction
on  the  type  of  fluid  that  can  be  used:  a   non-conductive,   hypotonic,
non-physiologic  distention medium must be employed.  Non-conductive  fluids are
electrolyte-free (hypotonic) substances and therefore can change levels of vital
electrolytes such as sodium,  potassium, and chloride in the blood stream of the
patient.  Fluids such as  mannitol,  sorbitol  and glycine are adequate for this
purpose but present a risk to the patient.

         In therapeutic hysteroscopy, both small and large blood vessels are cut
as tissue is removed. Since the hypotonic fluids must be infused into the uterus
under pressure as high as 60-80 mmHg in order to distend the uterine  cavity,  a
large  amount  of fluid can be  forced  into  venous  channels,  which  normally
maintain  pressure of about 20 mmHg.  During the procedure,  fluid loss into the
patient is carefully monitored, via fluid deficit calculations, comparing fluids
used versus  fluids  recovered.  The surgeon is kept  apprised of the  patient's
fluid status,  because of the  complications  associated  with the absorption of
large amounts of hypotonic  solutions.  These include  serious heart,  lung, and
brain disorders, which sometimes result in coma or death.

         The Company's ERA product line  consists of the following  products:  a
simple, disposable ERA Resectoscope Sleeve, cutting loops and coagulating roller
balls. The ERA Resectoscope  Sleeve, when installed on a standard  hysteroscope,
changes  the flow of  electrosurgical  energy  delivered  during  cutting.  This
innovative  approach  permits  the use of  isotonic  solutions,  such as  normal
saline,  which are  physiologically  compatible  with the  patient.  The Company
believes  that  the  ability  to  effectively  use  isotonic   solutions  during
hysterscopic   procedures  should  minimize  the  risk  of  serious  electrolyte
disturbances and their associated complications. The ERA product line is easy to
use because it is designed  for total  mechanical  compatibility  with  existing
hysteroscopic instrumentation and power sources.

FUTURA Product Line

         There is also an important urological  application for the resectoscope
sleeve.  The FUTURA  Resectoscope  Sleeve  enables  the  urologist  to perform a
Transurethral  Resection of the Prostate  ("TURP") more safely.  TURP is used to
treat symptomatic  enlargement of the prostate,  or benign prostatic hyperplasia
("BPH").  Approximately  180,000 TURP  procedures  were  performed in the United
States in 1997. TURP typically involves the electrosurgical  removal of abnormal
tissue through a  resectoscope,  without the need for an incision.  Conventional
electrosurgical  procedures,  however,  require the use of hypotonic  irrigation
solutions,  the excessive  absorption of which is associated  with a potentially
catastrophic  complication referred to as "TUR Syndrome." In order to reduce the
risk of TUR Syndrome,  most  hospitals have adopted a strict  surgical  protocol
limiting the TURP procedure time,  which may make it difficult for physicians to
completely  resect abnormal  prostate tissue in a single  procedure.  The FUTURA
Resectoscope  Sleeve,  which utilizes the same patented Microgyn technology used
for  the   gynecological   application,   enables  the   urologist   to  perform
transurethral procedures using isotonic (physiologic) solutions, eliminating the
risk of TUR Syndrome, and permitting the extra procedure time that may be needed
to complete  resection  of the  prostate.  Both the FUTURA and ERA  Resectoscope
Sleeve products have received FDA 510(k) clearance for therapeutic hysteroscopy.

         In  November  1998 the  Company  announced  that it had  retained  CIBC
Oppenheimer  Corporation  to evaluate  strategic  alternatives  for the Company,
including  inquiries  that have been  received by Conceptus  regarding  possible
business  alliances.  The Company continues to aggresively  evaluate a number of
strategic  opportunities in the area of woman's health as well as other areas of
medicine.

                                       10
<PAGE>

         In October 1998, the Company  received  notification  from the National
Association of Securities  Dealer's Inc. ("NASD") that due to the decline in the
price of the  Company's  Common Stock,  the Company was not in  compliance  with
certain listing maintenance requirements of the Nasdaq National Market. If these
requirements  were not satisfied  within ninety days of  notification,  then the
Company's Common Stock could have been delisted from the Nasdaq National Market.
In  November  1998,  the  Company's   Common  Stock   satisfied  the  applicable
maintenance  requirements  with a closing  bid price of at least $1.00 per share
for ten consecutive  trading days.  While these  maintenance  requirements  were
satisifed  within the  ninety-day  period,  there can be no  assurance  that the
Company's   Common  Stock  will  stay  in   compliance   with  the   maintenance
requirements.  If delisting were to occur,  the Company  expects that trading of
its  Common  Stock  would  be  conducted  on the OTC  Bulletin  Board  or in the
over-the-counter market in what is commonly referred to as the "pink sheets".

                   The "Year 2000 issue" arises  because most  computer  systems
and programs  were  designed to handle only a two-digit  year,  not a four-digit
year.  These  computer  systems and programs may interpret "00" as the year 1900
and could either stop processing date-related computations or could process them
incorrectly in the year 2000.  The Company was informed by  appropriate  vendors
that the  Company's  information  systems  are  able to  process  the year  2000
accurately and the Company has completed  testing of such systems.  Accordingly,
the Company does not  anticipate  any Year 2000 issues from its own  information
systems,  databases or programs.  The costs associated with this assessment were
not material. As a result of the Company's recent restructuring, the Company has
determined that its level of reliance on major distributors, suppliers, vendors,
and customers has been significantly reduced such that Year 2000 issues faced by
these  third  parties  should  not  have a  material  effect  on  the  Company's
operations or financial  condition.  With respect to various financial  services
institutions  that the Company relies on to conduct its financial  transactions,
the Company has determined that all its major financial service institutions are
actively engaged in bringing their information systems into compliance with Year
2000 issues.  However, there can be no assurance that such plans will be able to
address  fully,  or at all,  the impact of the Year 2000  issue on the  Company,
which  could  have a  material  adverse  effect  upon  the  Company's  financial
condition.

Results of Operations - Three Months Ended March 31, 1999 and 1998

         Sales  decreased  to $30,000 for the three months ended March 31, 1999,
from  $167,000 for the same period in the prior year.  The $137,000  decrease is
due to  the  lack  of  sales  to  significant  distributors  and  the  corporate
restructuring in July 1998 which  eliminated all sales and marketing  personnel.
The Company anticipates that revenues will continue to remain at very low levels
due to the focus on the  development  of the STOP  contraception  device and the
lack of active sales and  marketing  efforts of the  Company's  infertility  and
resectoscopic products.

         Cost of sales decreased to $40,000 for the three months ended March 31,
1999 from $836,000 for the same period in the prior year. The decrease is due to
significantly  reduced  unit  shipments of the  Company's  T-TAC and ERA product
lines as well as  elimination  of  manufacturing  operations  and  personnel  in
connection with the corporate restructuring in July 1998.

         Research and development  ("R&D") expenses,  which include clinical and
regulatory expenses,  decreased to $738,000 for the three months ended March 31,
1999,  from  $1,386,000  for the same period in the prior year.  The decrease is
primarily due to  significantly  reduced R&D  activities on the  ERA/FUTURA  and
STARRT product lines as the Company focuses its R&D efforts on the STOP product.

                                       11
<PAGE>

         Selling,  general and  administrative  ("SG&A")  expenses  decreased to
$552,000 for the three months ended March 31, 1999, from $1,777,000 for the same
period in the prior year.  The  decrease is due to the  corporate  restructuring
which  eliminated all sales and marketing  personnel and related  administrative
expenses in July 1998.

         Net interest and investment  income decreased to $218,000 for the three
months  ended March 31,  1999,  from  $376,000  for the same period in the prior
year. The decrease is a result of lower average invested cash balances.

         As a  result  of the  items  discussed  above,  net loss  decreased  to
$1,082,000 in the first quarter of 1999 from $3,456,000 in the prior year.

         The Company has a limited history of operations. Since its inception in
September  1992,  the  Company  has  been  engaged  primarily  in  research  and
development  of its T-TAC and STARRT  Falloposcopy  systems and its STOP device,
and since 1996, the ERA and FUTURA product lines. The Company has generated only
limited revenues and has only limited experience in manufacturing,  marketing or
selling  its  products in  commercial  quantities.  The Company has  experienced
significant  operating  losses since inception and, as of March 31, 1999, had an
accumulated  deficit of $46.5 million.  The Company expects its operating losses
to  continue  for at least  the next  several  years as it  continues  to expend
substantial  resources in research and product  development and funding clinical
trials in support of its STOP device.  Due to the unpredictable  nature of these
activities,  there can be no assurance  that the Company will achieve or sustain
profitability in the future.

Liquidity and Capital Resources

         At March 31, 1999, Conceptus had cash, cash equivalents and investments
of $16.0 million, compared with $17.0 million at December 31, 1998. The decrease
is due to $1.0  million  used in  operating  activities  in  support of the STOP
contraception product.

         Conceptus   believes  that  its  existing  capital  resources  will  be
sufficient  to fund its  operations  at least  through  1999, as a result of the
restructuring.  However, the Company's future liquidity and capital requirements
will depend upon  numerous  factors,  including  the  progress of the  Company's
clinical research and product development programs,  the receipt of and the time
required  to obtain  regulatory  clearances  and  approvals,  and the  resources
devoted to developing the Company's STOP product.  Accordingly,  there can be no
assurance  that the Company will not require  additional  financing  within this
time frame and,  therefore,  may in the future  seek to raise  additional  funds
through bank  facilities,  debt or equity offerings or other sources of capital.
Furthermore,  any additional  equity  financing may be dilutive to stockholders,
and debt financing, if available, may involve restrictive convenants. Additional
funding may not be available when needed or on terms  acceptable to the Company,
which would have a material adverse effect on the Company's business,  financial
condition and results of operations.


Item 3.  Quantitative and Qualitative Disclosures About Market Risk

The Company's cash balances in excess of short-term operating needs are invested
in highly liquid short-term  government  securities and high quality  commercial
paper.  However,  due to  the  short-term  and  high  quality  nature  of  these
instruments,  the Company believes these financial  instruments are exposed to a
low level of interest rate risk.


                                       12
<PAGE>


Part II.  Other Information


Item 1.  Legal Proceedings

         There are no material pending or threatened legal  proceedings  against
the Company.  The Company from time to time is involved in routine legal matters
incident to its  business.  While  management  currently  believes the amount of
ultimate  liability,  if any, with respect to these actions will not  materially
affect the  financial  position,  results of  operations,  or  liquidity  of the
Company, the ultimate outcome of any litigation is uncertain.


Item 2.  Changes in Securities & Use of Proceeds

         None.


Item 3.  Defaults in Senior Securities

         None.


Item 4.  Submission of Matters to a Vote of Security Holders

         None.


Item 5.  Other Information

         None.


Item 6.  Exhibits and Reports on Form 8-K

         (a)  Exhibit 27

                  Exhibit 27        Financial Data Schedule

         (a)  Reports on Form 8-K.

                  None.


                                       13
<PAGE>


                                   SIGNATURES

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  Registrant  has duly  caused  this Report to be signed on its behalf by the
undersigned, thereunto duly authorized.

                            CONCEPTUS, INC.


                            By: /s/              KATHRYN TUNSTALL
                                ------------------------------------------------
                                                 Kathryn Tunstall
                                       President and Chief Executive Officer


                            By: /s/                OLIVER BROUSE
                                ------------------------------------------------
                                                   Oliver Brouse
                                           Principal Accounting Director





Date:    May 14, 1999



                                       14
<PAGE>


                                INDEX TO EXHIBITS


       Exhibit
        Number                                  Description
        ------                                  -----------

         27                               Financial Data Schedule


                                       15