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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 Sept. 30, 1998

[ ]      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 September 30, 1998,  9,613,937 shares of the Registrant's  Common
Stock were outstanding.

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<PAGE>

                                 CONCEPTUS, INC.

               FORM 10-Q For the Quarter Ended September 30, 1998

                                      INDEX

                                                                           Page

               Facing sheet                                                  1

               Index                                                         2

Part I.        Financial Information

Item 1.        a)      Consolidated  balance  sheets at September  30,
                       1998 and December 31, 1997                            3

               c)      Consolidated  statements of operations  for the
                       three and nine month  periods  ended  September
                       30, 1998 and September 30, 1997                       4

               c)      Consolidated  statements  of cash flows for the
                       nine month  periods  ended  Sept.  30, 1998 and
                       Sept. 30, 1997                                        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                                                         11

Part II.       Other Information                                            11

               Signature                                                    12

               Index to Exhibits                                            13



                                  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>
                                                                                 September 30,         December 31, 
                                                                                     1998                  1997
                                                                                   --------              --------
Assets                                                                            (Unaudited)
<S>                                                                                <C>                   <C>      
  Current assets:
    Cash and cash equivalents                                                      $ 13,801              $  9,250 
    Short-term investments                                                            4,504                17,808
    Accounts receivable, net                                                             90                   540
    Note receivable                                                                     256                  --
    Inventories                                                                        --                     355
    Other current assets                                                                200                   290
                                                                                   --------              --------
                                                                                                        
  Total current assets                                                               18,851                28,243
                                                                                                        
  Property and equipment, net                                                         1,505                 1,090
                                                                                                        
  Other assets                                                                          115                   147
                                                                                   --------              --------
                                                                                                        
                                                                                   $ 20,471              $ 29,480
                                                                                   ========              ========
                                                                                                        
                                                                                                        
                                                                                                        
Liabilities and stockholders' equity                                                                    
  Current liabilities:                                                                                  
    Accounts payable                                                               $    213              $    699
    Accrued compensation                                                                809                   670
    Other accrued liabilities                                                            83                   135
    Current portion of deferred revenue                                                  97                    97
    Current portion of debt and capital lease obligations                                 4                    34
                                                                                   --------              --------
                                                                                                        
  Total current liabilities                                                           1,206                 1,635
                                                                                                        
  Long-term portion of debt and capital lease obligations                              --                       1
                                                                                                        
  Long-term portion of deferred revenue                                                 267                   340
                                                                                                        
  Commitments                                                                                           
                                                                                                        
  Stockholders' equity:                                                                                 
    Common stock, $0.003 par value, 30,000,000 shares authorized,                    63,561                63,505
      9,613,937 and 9,495,053 shares issued and outstanding at                                          
        September 30, 1998 and December 31, 1997, respectively                                          
    Stockholder notes receivable                                                        (54)                  (54)
    Deferred compensation                                                              (129)                 (216)
    Accumulated deficit                                                             (44,380)              (35,731)
                                                                                   --------              --------
                                                                                                        
  Total stockholders' equity                                                         18,998                27,504
                                                                                   --------              --------
                                                                                                        
                                                                                   $ 20,471              $ 29,480
                                                                                   ========              ========
<FN>
                                                                                              
                                  See notes to consolidated financial statements.
</FN>
</TABLE>

                                                         3
<PAGE>

<TABLE>

                                               Conceptus, Inc.

                                    Consolidated Statements of Operations
                                                 (unaudited)
                                   (In thousands, except per share amounts)
<CAPTION>
                                                   Three Months Ended                 Nine Months Ended
                                                       Sept. 30,                          Sept. 30,
                                               -------------------------------------------------------------
                                                1998              1997              1998              1997
                                               -------           -------           -------           -------
<S>                                            <C>               <C>               <C>               <C>     
Net sales                                      $    86           $   310           $   338           $ 1,011 
Cost of sales                                       75               562             1,587             1,756
                                               -------           -------           -------           -------
                                                                                                    
Gross profit (loss)                                 11              (252)           (1,249)             (745)
                                                                                                    
Operating expenses:                                                                                 
  Research and development                         898             1,151             3,847             4,120
  Selling, general and administrative              731             1,605             4,550             4,653
                                               -------           -------           -------           -------
                                                                                                    
Total operating expenses                         1,629             2,756             8,397             8,773
                                               -------           -------           -------           -------
                                                                                                    
Operating loss                                  (1,618)           (3,008)           (9,646)           (9,518)
                                                                                                    
Interest and investment income, net                287               503               997             1,439
                                               -------           -------           -------           -------
                                                                                                    
Net loss                                       $(1,331)          $(2,505)          $(8,649)          $(8,079)
                                               =======           =======           =======           =======
                                                                                                    
Basic and diluted net loss per share           $ (0.14)          $ (0.26)          $ (0.91)          $ (0.86)
                                               =======           =======           =======           =======
                                                                                                    
Shares used in computing basic                                                                      
  and diluted net loss per share                 9,611             9,466             9,543             9,347
                                               =======           =======           =======           =======
                                                                                                    
<FN>
                                                                                             
                               See notes to consolidated financial statements.
</FN>
</TABLE>
                                                      4
<PAGE>
                                 Conceptus, Inc.

                      Consolidated Statements of Cash Flows
                                   (Unaudited)
                Increase (Decrease) in Cash and Cash Equivalents
                                 (In thousands)

                                                             Nine Months Ended
                                                                 Sept. 30,
                                                            -------------------
                                                              1998       1997
                                                            --------   --------
Cash flows used in operating activities
Net loss                                                    $ (8,649)  $ (8,079)

Adjustments  to  reconcile  net  loss  to net  cash
    from  (used  in)  operating activities:
        Depreciation and amortization                            430        347
        Amortization of deferred compensation                     72        451
        Recognition of deferred revenue                          (73)       (24)
        Changes in operating assets and liabilities:
             Accounts receivable                                 450       (304)
             Note receivable                                    (256)      --
             Inventory                                           355        (56)
             Other current assets                                 89        (51)
             Accounts payable                                   (486)       195
             Accrued compensation                                139        134
             Other accrued liabilities                           (52)       184
                                                            --------   --------

Net cash from (used in) operating activities                  (7,981)    (7,203)
                                                            --------   --------

Cash flows from (used in) investing activities
Purchase of investments                                      (19,034)   (32,052)
Maturities of investments                                     32,339     33,852
Capital expenditures                                            (826)      (799)
Change in other assets                                            13       (910)
                                                            --------   --------

Net cash from (used in) investing activities                  12,492         91
                                                            --------   --------

Cash flows from (used in) financing activities
Proceeds from issuance of common stock                            71        646
Principal payments on debt and capital obligations               (31)       (99)
                                                            --------   --------

Net cash from (used in) financing activities                      40        547
                                                            --------   --------

Net change in cash and cash equivalents                        4,551     (6,565)
Cash and cash equivalents at beginning of period               9,250     16,939
                                                            --------   --------
Cash and cash equivalents at end of period                  $ 13,801   $ 10,374
                                                            ========   ========

Supplemental disclosure of cash flow information
Cash paid for interest                                      $      5   $     11
                                                            ========   --------

Supplemental disclosure of non cash financing information
Issuance of common stock to Microgyn shareholders           $   --     $  1,000
                                                            ========   ========

                 See notes to consolidated financial statements.

                                        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 September 30, 1998
and the  consolidated  statements of operations and cash flows for the three and
nine month  periods  ended  September  30,  1998 and 1997 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 September 30, 1998, and for all periods presented, have been made.
The  balance  sheet  as of  December  31,  1997 has been  derived  from  audited
financial statements as of that date.

         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").   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, 1997.  The results of
operations  for the three  and nine  months  ended  September  30,  1998 may not
necessarily  be  indicative  of the  operating  results for the full 1998 fiscal
year.

Computation of Net Loss Per Share

         Basic  earnings per share is computed using net income and the weighted
average number of common shares outstanding during the period.  Diluted earnings
per share is computed using net income and the weighted average number of common
and dilutive common equivalent shares outstanding during each period.  Under the
requirements for calculating basic earnings per share, the effect of potentially
dilutive  securities  such as stock  options is excluded.  Basic and diluted net
loss is computed  using the  weighted  average  number of shares of common stock
outstanding.   The  computation  of  the  weighted   average  number  of  shares
outstanding  were (in  thousands)  9,611 and 9,466  for the three  months  ended
September  30,  1998 and  1997,  respectively,  and 9,543 and 9,347 for the nine
months ended September 30, 1998 and 1997, respectively.

Recent Accounting Pronouncements

         Effective  January 1, 1998, the Company  adopted  Financial  Accounting
Standards Board's Statement of Financial Accounting Standard No. 130 ("Statement
130"), Reporting  Comprehensive Income.  Statement 130 establishes new rules for
the reporting  and display of  comprehensive  income (loss) and its  components;
however, the adoption of Statement 130 had no impact on the Company's net income
(loss) or  stockholders'  equity.  Statement  130 requires  unrealized  gains or
losses on the Company's  available-for-sale  securities, which prior to adoption
were  reported  separately  in  stockholders'  equity,  to be  included in other
comprehensive   income  (loss).   Prior  year  financial  statements  have  been
reclassified  to conform to the  requirements of Statement 130. During the three
quarters of 1998 and 1997, total comprehensive income (loss) was the same as net
income (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, 1997,
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 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  initial focus
was on the  development  of systems to improve the  diagnosis  and  treatment of
fallopian  tube  disorders,  a primary cause of  infertility,  and on technology
designed to improve the safety and  ease-of-use of therapeutic  hysteroscopy,  a
growing,  less-invasive alternative to hysterectomy. The Company's current focus
is on providing a  non-surgical  approach to fallopian tube  sterilization,  the
most commonly performed  contraceptive  procedure  worldwide.  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 July 1998, the Company  announced a restructuring  to  significantly
reduce spending levels. The Company has eliminated 53 positions  worldwide since
January 1, 1998,  through both natural  attrition  and  employee  layoffs.  This
restructuring resulted in an additional charge to operating expenses of $920,000
in the second quarter of 1998, comprised of $725,000 related to the reduction in
work force and  $195,000 to fully  reserve  all  remaining  inventory.  Internal
sales,  marketing and operations  positions were  eliminated and  administrative
positions were significantly  reduced.  Research and development  positions were
not affected by this restructuring.

         The Company  will focus on its research  and  development  and clinical
studies  of  the  S/TOP   (Selective  Tubal  Occlusion   Procedure)   device,  a
non-surgical  alternative  to surgical  tubal  ligation,  the most commonly used
method of sterilization.  The system utilizes a unique micro-coil designed to be
permanently  implanted  into the  fallopian  tube in order to  obtain  effective
sterilization.   Patients  who  are  scheduled  to  have  a  hysterectomy   have
participated  in trials to determine the best placement of the S/TOP  microcoil.
The  Company  believes  that the  ability  to  properly  place the device in the
fallopian  tube  must be  demonstrated  before  commencing  a Phase II  clinical
efficacy trial.

         In  the  third  quarter  1998,  the  Company  received  approval  of an
Investigational   Device   Exemption   (IDE)   from  the  U.S.   Food  and  Drug
Administration  (FDA) to commence Phase II clinical efficacy trials of the S/TOP
device in the United  States.  In addition to this first U.S.  site, the Company
has an on-going  Phase II site in Australia  and,  during the  quarter,  added a
second  Australian  investigational  site. The Company plans to complete patient
enrollment in this Phase II study by year-end  1998, in an effort to demonstrate
early  clinical  feasibility  of the S/TOP device by mid-year  1999. The Company
plans that the Phase II study  will be  followed  by a pivotal  study in a large

                                       7
<PAGE>

number of patients,  which would be  conducted  as part of the FDA's  Pre-Market
Approval (PMA) process in order to market the device in the United States.

         The  Company  also  received  in the  third  quarter,  results  from an
independent laboratory  histopathological analysis of an additional 21 fallopian
tubes as part of its "proof of principle"  study  conducted in  pre-hysterectomy
patients.  Analysis of these tubes from thirteen  patients in whom S/TOP devices
had been implanted six to twelve weeks prior to a scheduled hysterectomy yielded
evidence of a cellular and tissue response to the device,  which is an important
component  of the  theorized  mechanism  of action of the  S/TOP  device.  These
results are  consistent  with results  previously  reported in five  patients in
February 1998.

         The Company's initial  commercial  products,  the T-TAC  (Transcervical
Tubal  Access  Catheter)  and  STARRT  (Selective  Tubal  Assessment  to  Refine
Reproductive  Therapy)  Falloposcopy  systems,  have generated  limited sales to
date. In February  1998,  the Company  received  510(k)  clearance of its second
generation STARRT catheter,  the Stargate Catheter, a component of the Company's
STARRT Falloposcopy system, for the diagnosis of proximal tubal occlusion (PTO).
The Stargate Catheter is a modification of the VS Falloposcopy  Catheter,  which
was  previously  cleared  by the FDA for  marketing  in the United  States.  The
Stargate Catheter is designed to improve  visualization of the fallopian tube by
reducing the amount of light reflected off of tubal surfaces. In connection with
the Company's recent restructuring, which is discussed in more detail below, the
Company expects commercial  shipments of these products to be significantly less
than historical levels.

         The Company introduced the ERA and FUTURA  Resectoscope Sleeve products
in the second half of 1997. These products allow the use of saline solution when
performing  hysteroscopic  procedures,  which  increases the safety of resection
procedures by eliminating  the risk of dilutional  hyponatremia,  a complication
that can lead to serious heart,  lung and brain disorders.  The Company received
510(k) clearance for its FUTURA Resectoscope Sleeve for urologic applications in
the first  quarter of 1997.  In  September  1997,  the Company  received  510(k)
clearance for its ERA Resectoscope Sleeve for gynecological procedures.

         With  the  recent  restructuring  the  Company  continues  to  seek  to
outlicense or establish  relationships with marketing partners to distribute its
current  products,  the ERA  and  FUTURA  Resectoscope  Sleeves  and the  STARRT
Falloposcopy system. While the Company is committed to establishing an effective
distribution  channel  for its  products,  there  can be no  assurance  that the
Company  will be  successful  in doing so as  there  is no  proven  distribution
channel  for  marketing   the  Company's   products  in  the  United  States  or
internationally.  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.

         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 currently not in compliance
with certain listing maintenance  requirements of the Nasdaq National Market. If
these  requirements are not satisfied  within ninety days of notification,  then
the Company's Common Stock could be 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

                                       8
<PAGE>

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".


Results of Operations - Three and Nine Months Ended Sept. 30, 1998 and 1997

         Sales  decreased  to $86,000 and $338,000 for the three and nine months
ended  September 30, 1998,  respectively,  from $310,000 and  $1,011,000 for the
same periods in the prior year.  The 72% and 67%  decreases,  respectively,  are
primarily due to the loss of  distributors  such as Imagyn Medical  Technologies
Inc. and Mallinckrodt Inc. and the corporate  restructuring which eliminated the
sales and marketing personnel. Domestic sales comprised 87% and 81% of sales for
the three  and nine  month  periods  ended  September  30,  1998,  respectively,
compared  with 90% and 90% in the prior year  periods.  The Company  anticipates
that revenues will continue to decrease  during the fourth  quarter of 1998 as a
result of the corporate restructuring.

         Cost of sales  decreased  to $75,000 and  $1,587,000  for the three and
nine months ended  September 30, 1998 from $562,000 and  $1,756,000 for the same
periods in the prior year.  The decrease in both these periods of 1998 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.

         Research and development  ("R&D") expenses,  which include clinical and
regulatory expenses, decreased to $898,000 and $3,847,000 for the three and nine
months ended  September 30, 1998,  respectively,  from $1,151,000 and $4,120,000
for the same periods in the prior year.  The  decrease in both these  periods of
1998 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 S/TOP
product.

         Selling,  general and  administrative  ("SG&A")  expenses  decreased to
$731,000 and $4,550,000 for the three and nine months ended  September 30, 1998,
respectively,  from  $1,605,000 and $4,653,000 for the same periods in the prior
year.  The  55%  and 2%  decreases,  respectively,  are  due  to  the  corporate
restructuring  which  eliminated ten personnel and related SG&A expenses  during
the third quarter of 1998.

         Net interest and investment  income  decreased to $287,000 and $997,000
for the three and nine months  ended  September  30,  1998,  respectively,  from
$503,000 and  $1,439,000 for the same periods in the prior year. The decrease in
these periods is a result of lower  average  invested  cash  balances.  Interest
expense for the three and nine months ended  September  30, 1998 and the amounts
for the same respective periods in the prior year are immaterial.

         As a  result  of the  items  discussed  above,  net loss  decreased  to
$1,331,000 in the third quarter of 1998 from $2,505,000 in the prior year and in
the nine months ended  September 30, 1998, net loss increased to $8,649,000 from
$8,079,000 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 S/TOP 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 September 30, 1998, had
an  accumulated  deficit of $44.4  

                                        9
<PAGE>

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 S/TOP
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.


Liquidity and Capital Resources

         At  September  30,  1998,  Conceptus  had cash,  cash  equivalents  and
investments of $18.3 million,  compared with $27.1 million at December 31, 1997.
The decrease is primarily  due to $8.8 million used in operating  and  investing
activities. Capital expenditures of $826,000 for the nine months ended September
30,  1998  increased  3% from the same period in the prior year  primarily  as a
result of spending on leasehold  improvements  and furniture and equipment for a
new facility.  As of October 15, 1998, the Company has  successfully  sub-leased
this entire facility for the entire lease term at amounts  sufficient to recover
nearly all of its  leasehold  improvements  and  furniture  and  equipment.  The
Company  expects that cash outflows in the fourth quarter of 1998,  exclusive of
the payment of severance charges to be paid out over the fourth quarter, will be
substantially lower than that experienced in each of the first three quarters of
1998.

         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 S/TOP 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.

         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.

                                       10

<PAGE>

Item 3.  Quantitative and Qualitative Disclosures About Market Risk

Not applicable.

                           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

         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.



                                       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/          KATHRYN TUNSTALL          
                                        ----------------------------------------
                                                     Kathryn Tunstall
                                           President and Chief Executive Officer


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


Date:    November 12, 1998


                                       12
<PAGE>


                                INDEX TO EXHIBITS


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

    27                             Financial Data Schedule




                                       13