<PAGE>
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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 SEPTEMBER 30, 1997

[ ]  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, 1997,  9,476,387 shares of the Registrant's Common 
Stock were outstanding.

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>
                              CONCEPTUS, INC.

              FORM 10-Q For the Quarter Ended September 30, 1997

                                   INDEX

<TABLE>
<CAPTION>

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

         Index                                                                             2

Part I.  Financial Information

Item 1.  a) Consolidated balance sheets at September 30, 1997 and December 31, 1996        3

         c) Consolidated statements of operations for the three and nine month periods
            ended September 30, 1997 and September 30, 1996                                4

         c) Consolidated statements of cash flows for the three and nine month periods
            ended September 30, 1997 and September 30, 1996                                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                                                                12

         Signature                                                                        13

         Index to Exhibits                                                                14

</TABLE>

                                       2
<PAGE>
                        PART I:  FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

                               CONCEPTUS, INC.
                       (A DEVELOPMENT STAGE COMPANY)

                        CONSOLIDATED BALANCE SHEETS
             (IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)

<TABLE>
<CAPTION>

                                                              September 30, 1997   December 31, 1996
                                                              ------------------   -----------------
                                                                  (Unaudited)
<S>                                                         <C>                   <C>
ASSETS    
  Current assets:
    Cash and cash equivalents                                     $  10,374          $  16,939 
    Short-term investments                                           11,184             18,286 
    Accounts receivable, net                                            409                105 
    Inventories                                                         238                182 
    Other current assets                                                285                234 
                                                                  ---------          ---------

  Total current assets                                               22,490             35,746 

  Property and equipment, net                                           995                543 

  Long-term investments                                               9,098              3,796 

  Other assets                                                          930                  8 
                                                                  ---------          ---------
                                                                  $  33,513          $  40,093 
                                                                  ---------          ---------
                                                                  ---------          ---------

LIABILITIES AND STOCKHOLDERS' EQUITY
  Current liabilities:
    Accounts payable                                                 $  783          $     588 
    Accrued compensation                                                590                455 
    Accrued acquisition costs                                             -              1,000 
    Other accrued liabilities                                           348                302 
    Current portion of deferred revenue                                  97                -   
    Current portion of debt and capital lease obligations                50                119 
                                                                  ---------          ---------

  Total current liabilities                                           1,868              2,464 

  Long-term portion of debt and capital lease obligations                 4                 34 

  Deferred revenue                                                      364                -   

  Commitments

  Stockholders' equity:
    Common stock, $0.003 par value, 30,000,000 shares authorized,    63,475             61,876 
       9,476,387 and 9,206,795 shares issued and outstanding at 
        September 30, 1997 and December 31, 1996, respectively
    Stockholder notes receivable                                        (49)               (49)
    Deferred compensation                                              (397)              (559)
    Deficit accumulated during the development stage                (31,752)           (23,673)
                                                                  ---------          ---------

  Total stockholders' equity                                         31,277             37,595 
                                                                  ---------          ---------
                                                                  $  33,513          $  40,093 
                                                                  ---------          ---------
                                                                  ---------          ---------
</TABLE>

                 See notes to consolidated financial statements.

                                       -3-
<PAGE>

                                 CONCEPTUS, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)
                     (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>

                                                                      THREE MONTHS ENDED            NINE MONTHS ENDED 
                                                                         SEPTEMBER 30,                 SEPTEMBER 30,
                                                                  ---------------------------   ---------------------------
                                                                      1997           1996           1997           1996
                                                                  ------------   ------------   ------------   ------------
<S>                                                             <C>            <C>             <C>            <C>
Net sales                                                           $   310        $   236       $  1,011       $   423 
Cost of sales                                                           562            374          1,756           768 
                                                                    -------        -------       --------       -------

Gross profit                                                          (252)          (138)          (745)          (345)

Operating expenses:
  Research and development                                            1,151            965          4,120         2,668 
  Selling, general and administrative                                 1,605          1,232          4,653         3,424 
                                                                    -------        -------       --------       -------

Total operating expenses                                              2,756          2,197          8,773         6,092 
                                                                    -------        -------       --------       -------

Operating loss                                                       (3,008)        (2,335)        (9,518)       (6,437)

Interest and investment income, net                                     503            612          1,439         1,620 
                                                                    -------        -------       --------       -------

Net loss                                                            $(2,505)       $(1,723)      $ (8,079)      $(4,817)
                                                                    -------        -------       --------       -------
                                                                    -------        -------       --------       -------

Net loss per share                                                  $ (0.26)       $ (0.19)      $  (0.86)      $ (0.59)
                                                                    -------        -------       --------       -------
                                                                    -------        -------       --------       -------

Shares used in computing net loss per share                           9,466          9,143          9,347         8,134 
                                                                    -------        -------       --------       -------
                                                                    -------        -------       --------       -------
</TABLE>

                  See notes to consolidated financial statements.

                                       -4-
<PAGE>

                                 CONCEPTUS, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
                INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                     THREE MONTHS ENDED             NINE MONTHS ENDED
                                                                        SEPTEMBER 30,                 SEPTEMBER 30,
                                                                 ---------------------------   ---------------------------
                                                                     1997           1996           1997           1996
                                                                 ------------   ------------   ------------   ------------
<S>                                                            <C>             <C>           <C>            <C>
CASH FLOWS USED IN OPERATING ACTIVITIES                                    
Net loss                                                         $   (2,505)    $   (1,724)    $   (8,079)    $  (4,818)
                                                                           
Adjustments to reconcile net loss to net cash                              
  from operating activities:
    Depreciation and amortization                                       129             80            347           219 
    Amortization of deferred compensation                                48             54            451           165 
    Recognition of deferred revenue                                     (24)         -                (24)         -       
    Changes in operating assets and liabilities:
      Accounts receivable                                               (48)          (160)          (304)         (216)
      Inventory                                                         (87)          (104)           (56)         (145)
      Other current assets                                               82           (181)           (51)           71 
      Accounts payable                                                 (127)           160            195           (68)
      Accrued compensation                                              177            165            134           153 
      Other accrued liabilities                                          61          -                184           314 
                                                                 ----------     ----------     ----------     ---------

Net cash used in operating activities                                (2,294)        (1,710)        (7,203)       (4,325)
                                                                 ----------     ----------     ----------     ---------

CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES                             
Purchase of investments                                              (9,098)        (6,117)       (32,052)      (29,414)
Maturities of investments                                             7,796          -             33,852         2,090 
Capital expenditures                                                    (88)           (95)          (799)         (283)
Change in other assets                                                  (20)            12           (910)           15 
                                                                 ----------     ----------     ----------     ---------

Net cash from/(used in) investing activities                         (1,410)        (6,200)            91       (27,592)
                                                                 ----------     ----------     ----------     ---------

CASH FLOWS FROM FINANCING ACTIVITIES                                       
Proceeds from distributor agreement                                     485          -                485          -
Proceeds from issuance of common stock                                   23            108            161        44,181 
Principal payments on debt and capital obligations                      (24)           (41)           (99)         (121)
                                                                 ----------     ----------     ----------     ---------

Net cash from financing activities                                      484             67            547        44,060 
                                                                 ----------     ----------     ----------     ---------

Net change in cash and cash equivalents                              (3,220)        (7,843)        (6,565)       12,143 
Cash and cash equivalents at beginning of period                     13,594         22,834         16,939         2,848 
                                                                 ----------     ----------     ----------     ---------
Cash and cash equivalents at end of period                       $   10,374     $   14,991     $   10,374     $  14,991 
                                                                 ----------     ----------     ----------     ---------
                                                                 ----------     ----------     ----------     ---------
                                                                           
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION                           
Cash paid for interest                                           $        4     $        6     $       11     $      20 
                                                                 ----------     ----------     ----------     ---------
                                                                 ----------     ----------     ----------     ---------

SUPPLEMENTAL DISCLOSURE OF NON CASH FINANCING INFORMATION                  
Conversion of preferred stock to common stock                    $    -         $    -         $    -         $  16,624 
                                                                 ----------     ----------     ----------     ---------
                                                                 ----------     ----------     ----------     ---------
                                                                           
Issuance of common stock to Microgyn shareholders                $    -         $    -         $    1,000     $    -   
                                                                 ----------     ----------     ----------     ---------
                                                                 ----------     ----------     ----------     ---------
                                                                           

</TABLE>
                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, 1997 and 
the consolidated statements of operations and cash flows for the three and 
nine month periods ended September 30, 1997 and 1996 have been prepared by 
Conceptus, Inc. ("Conceptus" or the "Company"), without audit.  In the 
opinion of management, all adjustments necessary to present fairly the 
financial position, results of operations, and cash flows at September 30, 
1997, and for all periods presented, have been made.  

     Although the Company believes that the disclosures in these 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, 1996.  The results of 
operations for the three and nine months ended September 30, 1997 may not 
necessarily be indicative of the operating results for the full 1997 fiscal 
year.

COMPUTATION OF NET LOSS PER SHARE

     In February 1997, the Financial Accounting Standards Board issued 
Statement No. 128, Earnings per Share, which is required to be adopted on 
December 31, 1997.  At that time, the Company will be required to change the 
method currently used to compute earnings per share and to restate all prior 
periods.  Under the new requirements for calculating primary earnings per 
share, the dilutive effect of stock options will be excluded.  The impact of 
Statement 128 is expected to result in no change to the Company's net loss 
per share for the three and nine month periods ended September 30, 1997 and 
1996, because antidilutive stock options have been excluded from the current 
computation.  The impact of Statement 128 on the calculation of fully diluted 
earnings per share for these periods is not expected to be material.

 RECLASSIFICATION

     Certain prior year amounts have been reclassified to conform with 
current year presentation.

                                       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 factors 
set forth in the Company's Annual Report on Form 10-K for the year ended 
December 31, 1996 and in the Company's prospectus dated February 1, 1996 
under the heading "Risk Factors", 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 medical 
devices that provide minimally invasive devices for reproductive 
applications.  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, conduct research and development, 
and expand marketing and sales activities.  

      The Company's primary 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 the fourth quarter of 1996, the Company presented results from the 
International Multicenter Study of Falloposcopy of its STARRT Falloposcopy 
system.  Study data showed that use of the STARRT system altered infertility 
diagnosis in the majority of cases versus conventional infertility diagnosis. 
The Company is developing a second generation STARRT catheter designed to 
improve the performance of the STARRT system. 

     The Company currently sells its T-TAC and STARRT products to 
international markets through a limited number of distributors who resell to 
physicians and hospitals.  Domestically, the Company sells its products 
through a small direct sales force and U.S. distributors. In 1996, the 
Company made adjustments to the profile of its distributors, resulting in 
replacement and addition of new distributors in international markets. Sales 
to distributors are made on open credit terms and may include purchase 
discounts.  Sales in 1997 and 1996 consisted primarily of commercial 
shipments of  T-TAC products.

     On November 26, 1996, the Company completed the acquisition of Microgyn, 
Inc. ("Microgyn"), a privately held medical device company developing 
products designed to improve the safety and performance of resectoscope 
procedures, including therapeutic hysteroscopy.  The Company acquired all of 
the outstanding common stock of Microgyn in exchange for $3.0 million in cash 
on the acquisition date and $1.0 million in cash or stock (at the option of 
Conceptus) payable six months after the acquisition date, plus $752,000 due 
to assumption of certain liabilities and related acquisition expenses. In May 
1997, the Company satisfied the $1.0 million accrued acquisition cost by 
issuing 104,708 shares of Common Stock.  Additional contingent consideration 
in cash or stock, at the option of Conceptus, is 

                                       7
<PAGE>

payable to the former shareholders of Microgyn based upon meeting certain 
future milestones.  The Company is continuing product development, clinical 
and marketing activities, is pursuing additional regulatory clearance on 
products acquired in the acquisition, and is developing a distribution 
strategy for both international and domestic customers.  

     In the first quarter of 1997, the Company received 510(k) clearance for 
its FUTURA Resectoscope Sheath for urology applications. In September 1997, 
the Company received 510(k) clearance for its ERA Resectoscope Sheath for 
gynecological procedures.  Also in September 1997, the Company entered into a 
marketing and distribution agreement with Imagyn Medical Technologies, 
formerly UroHealth, Inc. ("Imagyn"), granting Imagyn an exclusive, worldwide 
license to distribute products for urological applications of the 
resectoscope sheath.  The Company intends to sell the ERA Resectoscope Sheath 
for gynecologic applications in the United States and internationally through 
a combination of a direct sales force and distributors in certain markets and 
regions.  

     Certain of the Company's products are currently manufactured by certain 
original equipment manufacturers while others are manufactured by Conceptus 
at its location in San Carlos, California.  If the T-TAC, STARRT, and 
Microgyn resectoscope products are accepted by the market, the Company 
expects to increase its direct manufacturing operations in order to better 
control product costs and improve gross margin.  Future revenues and results 
of operations may fluctuate significantly from quarter to quarter and will 
depend upon, among other factors, actions relating to regulatory and 
reimbursement matters, the extent to which the Company's products gain market 
acceptance, the rate at which the Company establishes its domestic and 
international distribution network, the timing and size of distributor 
purchases, the progress of clinical trials, and the introduction of 
competitive products for diagnosis and treatment of the female reproductive 
system.  

     The Company continues to devote significant resources to the product 
development program for the S/TOP Permanent Contraception 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.   In July 1997, the Company commenced a Phase II efficacy 
study of the S/TOP system in Australia.  The Phase II study involves device 
placement in fertile women who desire permanent sterilization.  Study 
patients will be clinically monitored for a minimum of two years.

RESULTS OF OPERATIONS - THREE AND NINE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996

     Sales increased to $310,000 and $1,011,000 for the three and nine months 
ended September 30, 1997, respectively, from $236,000 and $423,000 for the 
same respective periods in the prior year.  The $74,000 increase in sales in 
the third quarter of 1997 as compared to the prior year period is primarily 
due to an initial stocking order to Imagyn for loops used in conjunction with 
the FUTURA Resectoscope Sheath.  The $588,000 increase in sales in the first 
nine months of 1997 compared to the prior year period is primarily due to 
shipments of the Company's T-TAC products to a significant U.S. distributor.  
It is anticipated that the near term product shipments will consist primarily 
of Microgyn resectoscope products rather than the Company's T-TAC products. 
Additionally, near term shipments of T-TAC products are expected to be below 
historical levels.   Domestic sales comprised 92% and 90% of sales for the 
three and nine month periods ended September 30, 1997, respectively, compared 
with 81% and 70% in the prior year periods.

                                       8
<PAGE>

     Cost of sales increased to $562,000 and $1,756,000 for the three and 
nine months ended September 30, 1997, respectively, from $374,000 and 
$768,000 for the same respective periods in the prior year. The $188,000 
increase in cost of sales in the third quarter of 1997 as compared to the 
prior year period is due to increased manufacturing overhead needed to 
support increased unit manufacturing volume combined with purchase price 
variances and increased inventory reserves.  The $988,000 increase in cost of 
sales in the first nine months of 1997 compared to the prior year period is 
due to the same factors as well as increased unit shipments in the current 
year of the Company's T-TAC products.  The Company expects that cost of sales 
will increase in absolute dollars due to expected increase of unit shipments 
of Microgyn resectoscope products.  Additionally, the Company expects to 
incur substantial costs associated with scale-up of manufacturing activities. 
These activities will include a build-out of a new manufacturing facility 
primarily for the manufacture of  the Microgyn resectoscope  products, 
equipment purchases, increased manufacturing personnel and related support 
activities.

     Research and development ("R&D") expenses, which include clinical and 
regulatory expenses as well as costs associated with acquiring new products 
or technologies, increased to $1,151,000 and $4,120,000 for the three and 
nine months ended September 30, 1997, respectively, from $965,000 and 
$2,668,000 for the same respective periods in the prior year.  The $186,000 
increase in R&D expenses in the third quarter of 1997 as compared to the 
prior year period is primarily due to increased costs associated with 
supporting various clinical and regulatory efforts related to both the STARRT 
and S/TOP systems.   The $1,452,000 increase in R&D expenses in the first 
nine months of 1997 as compared to the prior year period is primarily due to 
the previously discussed factors as well as on-going development activities 
related to  products acquired in the acquisition of Microgyn, an increased 
number of R&D employees and related personnel expenses. The Company believes 
that its investment in product development is an essential element of its 
efforts to establish its competitive position and to continue the development 
of future products.  Accordingly, the Company expects to continue to make 
substantial expenditures on product development and to increase the dollar 
amount expended for R&D.

     Selling, general and administrative ("SG&A") expenses increased to 
$1,605,000 and $4,653,000 for the three and nine months ended September 30, 
1997, respectively, from $1,232,000 and $3,424,000 for the same respective 
periods in the prior year. This increase is primarily due to an increase in 
headcount to support planned internal growth, increased costs of being a 
public company, and various consulting and legal costs associated with 
corporate strategic planning.  The Company anticipates that the dollar amount 
expended for SG&A will continue to increase, primarily due to expenses 
associated with increasing the size of the domestic sales force, and 
introducing and marketing the Company's Microgyn resectoscope and STARRT 
products, which will require increased physician training.

     Net interest and other income decreased to $503,000 and $1,439,000 for 
the three and nine months ended September 30, 1997, respectively, from 
$612,000 and $1,620,000 for the same respective periods in the prior year.  
The decrease is due to a lower average invested cash balance as the proceeds 
of the Company's initial public offering of Common Stock on February 1, 1996 
have been utilized during 1996 and 1997.  

     As a result of the items discussed above, net loss increased to 
$2,505,000 and $8,079,000 for the three and nine months ended September 30, 
1997, respectively, from $1,723,000 and $4,817,000 for the same respective 
periods in 1996.

                                       9
<PAGE>

     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, tubal sterilization 
products and Microgyn resectoscope products.  The Company has generated only 
limited revenues, primarily from sales to domestic and international 
distributors as well as sales in international markets for clinical trials, 
and does not have experience in manufacturing, marketing or selling its 
products in commercial quantities.  Moreover, because of the Company's 
limited revenues, relatively small changes in absolute dollars in the 
Company's revenues could result in a relatively large percentage change in 
the Company's revenues on a quarterly or annual basis.  The Company has 
experienced significant operating losses since inception and, as of September 
30, 1997, had an accumulated deficit of $31.8 million.  The Company expects 
its operating losses to continue for at least the next several years as it 
continues to expend substantial resources in funding clinical trials in 
support of regulatory and reimbursement approvals, expansion of 
manufacturing, marketing and sales activities and research and product 
development or acquisition.  Due to the expense and unpredictable nature of 
these activities, there can be no assurance that the Company will achieve or 
sustain profitability on a quarterly or annual basis in the future.

LIQUIDITY AND CAPITAL RESOURCES

     Since inception, the Company's cash expenditures have significantly 
exceeded its sales, resulting in an accumulated deficit of $31.8 million at 
September 30, 1997.  On February 1, 1996, the Company completed an initial 
public offering of 3,450,000 shares of its Common Stock at $14.00 per share 
for net proceeds of $44.1 million.  Prior to the initial public offering, the 
Company funded its operations since incorporation primarily through the 
private placement of equity securities, as well as through interest income, 
equipment financing and secured loan arrangements.  Through December 31, 
1995, the Company raised approximately $16.6 million from the private 
placement of equity securities.

     At September 30, 1997, Conceptus had cash, cash equivalents and 
investments of $30.7 million, compared with $39.0 million at December 31, 
1996.  The decrease is due to approximately $7.2 million used in operating 
activities combined with capital expenditures in the first nine months of 
1997 of $799,000 compared with $283,000 in the prior year period.  This 
increase is largely due to expenditures for a new enterprise computer system, 
expenditures necessary to support the growth in employees, and new equipment 
for manufacturing scale-up of Microgyn resectoscope products.

     Conceptus believes that its existing capital resources will be 
sufficient to fund its operations through 1998.  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 the Company devotes to 
developing, manufacturing and marketing its products.  The Company's capital 
requirements will also depend on, among other things, the resources required 
to hire and develop a direct sales force in the United States, the resources 
required to expand manufacturing capacity and facilities requirements and the 
extent to which the Company's products generate market acceptance and demand. 
In addition, the Company may use its capital resources to acquire products, 
technologies or companies. 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.  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.  

                                       10
<PAGE>

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     Not applicable.


                                       11
<PAGE>

                             PART II.  OTHER INFORMATION
                                          
                                          

ITEM 1.  LEGAL PROCEEDINGS

            None.

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
 
10.16      Marketing and Distribution Agreement, dated as of September 16, 1997,
           between the Registrant and Urohealth
27.1       Financial Data Schedule
27.2       Amended Financial Data Schedule for the period from January 1, 1996 
           to June 30, 1996
27.3       Amended Financial Data Schedule for the period from January 1, 1996 
           to September 30, 1996
27.4       Amended Financial Data Schedule for the period from January 1, 1997 
           to June 30, 1997
                 
            

         (b)  Reports on Form 8-K.

              One Report on Form 8-K was filed on September 10, 1997 reporting a
              press release announcing that the Company had received United 
              States Food and Drug Administration (FDA) clearance to market its 
              ERA (Endometrial Resection and Ablation) Resectoscope Sheath for
              gynecological procedures.

                                       12
<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/        SANFORD FITCH
                                          --------------------------------------
                                                      Sanford Fitch
                                                  Senior Vice President
                                               and Chief Financial Officer
                                        (Duly Authorized and Principal Financial
                                                 and Accounting Officer)
                                     
                                     
Date:  November 7, 1997


                                       13
<PAGE>

                                 INDEX TO EXHIBITS
                                          
                                          
EXHIBIT 
NUMBER     DESCRIPTION
-------    -----------
 10.16     Marketing and Distribution Agreement, dated as of September 16, 1997,
           between the Registrant and Urohealth
 27.1      Financial Data Schedule
 27.2      Amended Financial Data Schedule for the period from January 1, 1996 
           to June 30, 1996
 27.3      Amended Financial Data Schedule for the period from January 1, 1996 
           to September 30, 1996
 27.4      Amended Financial Data Schedule for the period from January 1, 1997 
           to June 30, 1997


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