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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, 2000

[ ] 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, 2000,  9,684,872  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, 2000

                                      INDEX

<CAPTION>

                                                                                                                Page

<S>            <C>                                                                                               <C>
               Facing sheet                                                                                      1
               Index                                                                                             2
Part I.        Financial Information

Item 1.        a)     Consolidated balance sheets at March 31, 2000 and December 31, 1999                        3

               b)     Consolidated statements of operations for the three month periods ended March 31,
                      2000 and March 31, 1999                                                                    4

               c)     Consolidated statements of cash flows for the three month periods ended March 31,
                      2000 and March 31, 1999.                                                                   5

               d)     Notes to consolidated financial statements                                                 6

Item 2.        Management's Discussion and Analysis of Financial Condition and Results of Operations
                                                                                                                 7

Item 3.        Quantitative and Qualitative Disclosures About Market Risk                                        10

Part II.       Other Information                                                                                 11

               Signature                                                                                         12

               Index to Exhibits                                                                                 13
</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, 2000  December 31, 1999
                                                                                                      (Unaudited)          (Note 1)
                                                                                                        --------           --------
<S>                                                                                                     <C>                <C>
Assets
       Current assets:

            Cash and cash equivalents                                                                      5,854              3,494
            Short-term investments                                                                         3,282              7,275
            Accounts receivable, net of allowance for doubtful accounts
              of $579 at March 31, 2000 and December 31, 1999                                                 23                 18
            Other current assets                                                                             174                 94
                                                                                                        --------           --------

       Total current assets                                                                                9,333             10,881

       Property and equipment, net                                                                           811                845

       Other assets                                                                                          182                177
                                                                                                        --------           --------

Total assets                                                                                            $ 10,326           $ 11,903
                                                                                                        ========           ========


Liabilities and stockholders' equity Current liabilities:

            Accounts payable                                                                            $    395           $    130
            Clinical trial accruals                                                                          268                259
            Accrued compensation                                                                             202                235
            Other accrued liabilities                                                                         81                130
            Current portion of deferred revenue                                                               97                 97
                                                                                                        --------           --------

       Total current liabilities                                                                           1,043                851

       Long-term portion of deferred revenue                                                                 113                138

       Commitments

       Stockholders' equity:
            Common stock, $0.003 par value, 30,000,000 shares authorized,                                 63,624             63,609
              9,684,872 and 9,661,731 shares issued and outstanding at
              March 31, 2000 and December 31, 1999, respectively

            Accumulated deficit                                                                          (54,454)           (52,695)
                                                                                                        --------           --------

       Total stockholders' equity                                                                          9,170             10,914
                                                                                                        --------           --------

                                                                                                        $ 10,326           $ 11,903
                                                                                                        ========           ========

<FN>

                                                       See accompanying notes

</FN>
</TABLE>

                                                                 3

<PAGE>

                                 Conceptus, Inc.

                      Consolidated Statements of Operations
                                   (Unaudited)

                    (In thousands, except per share amounts)


                                                            Three Months Ended
                                                                March 31,
                                                          ----------------------
                                                            2000          1999
                                                          -------        -------
Net Sales                                                 $  --         $    30
Cost of Sales                                                --              40
                                                          -------       -------
Gross profit (loss)                                          --             (10)

Operating expenses:
        Research and development                            1,568           738
        Selling, general and administrative                   822           552
                                                          -------       -------
Total operating expenses                                    2,390         1,290
                                                          -------       -------

Operating loss                                             (2,390)       (1,300)

Recovery of legal defense costs                               453          --
Interest and other income, net                                178           218
                                                          -------       -------
Net loss                                                  $(1,759)      $(1,082)
                                                          =======       =======

Basic and diluted net loss per share                      $ (0.18)      $ (0.11)
                                                          =======       =======

Shares used in computing basic and diluted
   net loss per share                                       9,680         9,620
                                                          =======       =======



                             See accompanying notes

                                       4

<PAGE>

                                 Conceptus, Inc.

                      Consolidated Statements of Cash Flows
                                   (Unaudited)

                                 (In thousands)


                                                            Three Months Ended
                                                                 March 31,
                                                          ----------------------
                                                            2000          1999
                                                          --------     ---------
Cash flows used in operating activities
Net loss                                                  $ (1,759)    $ (1,082)
Adjustments to reconcile net loss to net
   cash used in operating activities:
   Depreciation and amortization                               135          178
   Amortization of deferred compensation                      --             24
   Recognition of deferred revenue                             (25)         (24)
   Changes in operating assets and liabilities
     Accounts receivable                                        (5)         121
     Other current assets                                      (80)        (200)
     Account payable                                           265           29
     Clinical trial accruals                                     9         --
     Accrued compensation                                      (33)         (43)
     Other accrued liabilities                                 (49)         (33)
                                                          --------     --------
Net cash used in operating activities                       (1,542)      (1,030)
                                                          --------     --------


Cash flows used in investing activities
   Maturities of investments                                 3,993        1,630
   Capital expenditures                                       (101)        --
   Change in other assets                                       (5)           5
                                                          --------     --------
Net cash provided by investing activities                    3,887        1,635
                                                          --------     --------

Cash flows provided by financing activities
   Proceeds from issuance of common stock                       15         --
                                                          --------     --------
Net cash provided by financing activities                       15         --
                                                          --------     --------

Net increase in cash and cash equivalents                    2,360          605
Cash and cash equivalents at beginning of period             3,494       11,503
                                                          --------     --------
Cash and cash equivalents at end of period                $  5,854     $ 12,108
                                                          ========     ========



                             See accompanying notes

                                       5

<PAGE>

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)


Note 1.  Summary of Significant Accounting Policies

Method of Preparation

         The  accompanying  consolidated  balance sheet as of March 31, 2000 and
the  consolidated  statements of  operations  and cash flows for the three month
periods  ended March 31, 2000 and 1999 have been  prepared  by  Conceptus,  Inc.
("Conceptus" or the "Company"), without audit. 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, 2000, and for all periods presented, have been made.

         Although  the  Company   believes   that  the   disclosures   in  these
consolidated financial statements are adequate to make the information presented
not  misleading,  certain  information  and  footnote  disclosures  required  by
Generally Accepted Accounting  Principles for complete financial statements have
been  omitted  pursuant  to the  rules and  regulations  of the  Securities  and
Exchange  Commission  ("SEC").  The balance  sheet at December 31, 1999 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, 1999.  The results of  operations  for the three months ended March 31, 2000
may not  necessarily  be indicative  of the operating  results for the full 2000
fiscal year.

Litigation Cost Recovery

         In March 2000,  the Company  received  $453,000 from its Directors' and
Officers'  liability  insurance  policy for recovery of legal  defense  costs in
connection  with a sexual  harassment  lawsuit  filed  against  the  Company  in
December 1997. The payment was recorded as other income.

Computation of Net Loss Per Share

         Basic net loss per share is computed using the weighted  average number
of common shares  outstanding  during the period.  Diluted net loss per share is
computed  using  the  weighted  average  number of common  and  dilutive  common
equivalent  shares  outstanding  during each period.  Under the requirements for
calculating  basic  net loss per  share,  the  effect  of  potentially  dilutive
securities  such as stock  options is  excluded.  Basic and diluted net loss per
share are  equivalent  for all periods  presented  due to the Company's net loss
position.

Comprehensive Income

         During the first  quarter of 2000 and 1999,  total  comprehensive  loss
approximates net loss as unrealized gains and losses were immaterial.


                                       6
<PAGE>

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, 1999,
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.

Overview

         Since  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  focus is to
develop the STOPTM non-surgical  permanent  contraception device for women. STOP
is designed to be a less-invasive, safer and less costly alternative to surgical
sterilization,  more  commonly  known as tubal  ligation.  Data from the  United
Nations estimate that 30% of worldwide  reproductive couples using contraception
rely on surgical  tubal  sterilization.  A survey  performed  by the Centers for
Disease Control,  indicates that surgical tubal  sterilization is the number one
form of contraception  in the United States,  and 35% of women aged 35 - 44 have
had  a  surgical  tubal  sterilization.  An  estimated  800,000  surgical  tubal
ligations  are  performed  annually in the U.S., of which 92% are performed in a
hospital or surgi-center and require general anesthesia.

         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.

         In  March  2000,  Conceptus  received  approval  from  the  Food & Drug
Administration  ("FDA") to  commence  a pivotal  trial of the STOP  device.  The
pivotal  trial  will  be  conducted  in 10 - 20  clinical  sites  in  the  U.S.,
Australia,  and Europe and Conceptus  plans to commence the pivotal trial in the
first half of 2000. The  pre-market  portion of the pivotal trial will study 400
women  with  bilateral  placement  of STOP  devices  through  twelve  months  of
effectiveness  testing.  Conceptus  believes the pre-market portion of the trial
may be  completed in 2002 and FDA approval to market the STOP device in the U.S.
may be obtained in 2003.  Prior to FDA approval,  however,  the Company plans to
market  STOP  in  certain   international  markets  upon  clearance  from  local
governmental bodies.

         The Company has  demonstrated  the  feasibility of the STOP device in a
Phase II study of safety and  preliminary  effectiveness.  As of March 31, 2000,
there are 133 women with proven  fertility who have had successful  placement of
STOP  devices.  During the first  three  months  after  placement  the  clinical
protocol requires use of alternative  contraception.  After three months,  women
begin to rely on STOP for contraception and as of March 31, 2000, no pregnancies
have been reported in 710 woman-months of effectiveness testing.

         STOP  is  designed   to  be  a   non-surgical   alternative   to  tubal
sterilization  that  can be  performed  in an  office  setting  without  general
anesthesia and with minimal patient discomfort. To support the



                                       7
<PAGE>

feasibility of an office based  placement,  Conceptus is collecting  data in its
Phase II trial regarding the time required to complete the procedure, the use of
analgesia  and/or  anesthesia,  patient  tolerance of the  procedure and patient
tolerance to wearing the devices.  In the Phase II trial,  94% of the procedures
were performed  without  general  anesthesia,  and 99% of patients have reported
"good" to "excellent" tolerance of the procedure.  Post procedure discomfort was
reported in 78% of patients.  Further analysis of this post procedure discomfort
revealed  that 56% of patients  reported  resolution of pain within one day, and
100% of patients reported resolution of discomfort within 14 days. Additionally,
Conceptus  has  gathered  data from its Phase II trial  that  suggests  the STOP
device does not significantly alter menstruation patterns.

         Adverse  events  have  occurred  in about  6% of  Phase II cases  which
Conceptus believes were a result of technical failures and investigator learning
curve.  Conceptus  believes  these  types of events are  typical of early  stage
clinical trials and that the potential of improper  placements can be reduced to
an insignificant level through physician training and design evolution.

         The  mechanism  of  contraception  is a  combination  of:  (a) a tissue
response  which  occludes the  fallopian  tube,  and (b)  transformation  of the
fallopian tube architecture to an environment that does not support  conception.
Interim results from the Company's  on-going  histology study provides  evidence
that  tissue  response  to the STOP  device is  occlusive  in nature  and should
provide for long-term anchoring as well as pregnancy  prevention.  Additionally,
the histology  study  demonstrates  that the tissue  reaction is predictable and
localized to the STOP device.

         The  Company's  current  products,  the  ERA  and  FUTURA  Resectoscope
Sleeves,  the STARRT  Falloposcopy  system and the TTAC  products  have produced
limited  revenues since approval by the FDA and are not actively  marketed.  The
Company continues to consider various licensing and/or  distribution  strategies
to market these products, but does not intend to expend significant resources on
further product development nor marketing activities on these products.

         Future  revenues and results of operations may fluctuate  significantly
from quarter to quarter and will depend upon,  among other factors,  the ability
to attract marketing  partners and out-source  manufacturing,  the rate at which
the Company establishes its domestic and international distribution network, the
timing and size of  distributor  purchases,  actions  relating to regulatory and
reimbursement  matters,  the extent to which the Company's  products gain market
acceptance,  the progress of clinical trials and the introduction of competitive
products for diagnosis and treatment of the female reproductive system.


                                       8
<PAGE>


Results of Operations - Three Months Ended March 31, 2000 and 1999

         Sales  decreased  $30,000 to zero for the three  months ended March 31,
2000 from the same  period in the prior  year.  In 1999,  Conceptus  ceased  all
marketing and  distribution  of the TTAC,  STARRT and ERA and FUTURA products to
focus  solely on the STOP  product,  which  contributed  to the  elimination  of
revenue for the three months ended March 31, 2000. The Company expects  revenues
to remain immaterial in 2000 as it continues to seek regulatory  approval of the
STOP device in various countries.

         Cost of sales  decreased  $40,000  to zero for the three  months  ended
March 31, 2000 for the same period in the prior year. The decrease is due to the
Company ceasing all marketing and  distribution of the TTAC,  STARRT and ERA and
FUTURA products to focus solely on the STOP product.

         Research and development  ("R&D") expenses,  which include clinical and
regulatory  expenses,  increased to $1,568,000  for the three months ended March
31, 2000, from $738,000 for the same period in the prior year. The 112% increase
is primarily due to Phase II clinical trials, ongoing  pre-hysterectomy  studies
and scale up of the  Company's  pilot  manufacturing  operations  to  develop an
ergonomic delivery system.

         Selling,  general and  administrative  ("SG&A")  expenses  increased to
$822,000 for the three months ended March 31, 2000,  from  $552,000 for the same
period in the  prior  year.  The 49%  increase  is  primarily  due to  increased
administrative   costs   required  to  support  growth  in  clinical  and  pilot
manufacturing  activities for the pivotal trial.  Additionally,  the Company has
formed a marketing  function to perform market  research,  develop  distribution
channels,  and establish  reimbursement  strategies in  preparation  of a market
introduction of STOP in certain international markets in early 2001.

         In March 2000,  the Company  received  $453,000 from its Directors' and
Officers'  insurance policy for legal defense costs  reimbursement in connection
with a sexual harassment lawsuit filed against the Company in December 1997. The
Company and all defendants were subsequently found not guilty on all charges and
no appeals have been filed by the  plaintiff.  The receipt was recorded as other
income.

         Interest  and other  income  decreased to $178,000 for the three months
ended March 31, 2000,  from $218,000 for the same period in the prior year.  The
decrease is a result of lower average invested cash balances due to the usage of
cash for operations.  Interest expense for the three months ended March 31, 2000
and 1999 were immaterial.

         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, 2000, had an
accumulated  deficit of $54.5 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  expense  and  unpredictable
nature of these  activities,  there can be no  assurance  that the Company  will
achieve or sustain profitability in the future.



                                       9
<PAGE>

Liquidity and Capital Resources

         At March 31, 2000, Conceptus had cash, cash equivalents and investments
of $9.1 million,  compared with $10.7 million at December 31, 1999. The decrease
is due to $1.6 million used in operating and investing  activities in support of
the STOP contraception product.

         Conceptus   believes  that  its  existing  capital  resources  will  be
sufficient  to  complete  enrollment  in the  STOP  pivotal  trial  but does not
currently have  sufficient  capital  resources to fund completion of the pivotal
trial  nor the  funds  to  successfully  commercialize  the  STOP  product.  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,  execution and implementation of partnering  arrangements,
the  receipt  of and the time  required  to  obtain  regulatory  clearances  and
approvals, and the resources devoted to developing,  manufacturing and marketing
the  Company's  products.  Accordingly,  the  Company  will  require  additional
financing  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. 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.


                                       10
<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 and 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)      Exhibits:

               10.31       1993 Stock Plan as amended April 27, 2000

               27          Financial Data Schedule

         (b)  Reports on Form 8-K.

                  None.



                                       11
<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/                OLIVER BROUSE
                               -------------------------------------------------
                                                  Oliver Brouse
                                          Principal Accounting Director

Date:    May 15, 2000



                                       12
<PAGE>

                                INDEX TO EXHIBITS

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

        10.31                    1993 Stock Plan as amended April 27, 2000

         27                               Financial Data Schedule



                                       13