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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, 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                                    97-3170244
(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 April 30, 1998, 9,506,928 shares of the Registrant's Common Stock
         were outstanding.

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<PAGE>


                                 CONCEPTUS, INC.

                 FORM 10-Q For the Quarter Ended March 31, 1998

                                      INDEX

                                                                            Page
                                                                            ----
             Facing sheet                                                    1

             Index                                                           2

Part I.      Financial Information

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

             b) Consolidated statements of operations for the 
                three-month periods ended March 31, 1998 and
                March 31, 1997                                               4

             c) Consolidated statements of cash flows for the 
                three-month periods ended March 31, 1998 and 
                March 31, 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                                              12

             Signature                                                      13

             Index to Exhibits                                              14

                                       2

<PAGE>


<TABLE>
                                                   PART I: FINANCIAL INFORMATION

ITEM 1. Financial Statements

                                                          Conceptus, Inc.

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

<CAPTION>
                                                                                                March 31, 1998     December 31, 1997
                                                                                                --------------     -----------------
Assets                                                                                            (Unaudited)
<S>                                                                                                <C>                  <C>     
  Current assets:
    Cash and cash equivalents                                                                      $ 11,761             $  9,250
    Short-term investments                                                                           11,479               17,808
    Accounts receivable, net                                                                            499                  540
    Inventories                                                                                         327                  355
    Other current assets                                                                                318                  290
                                                                                                   --------             --------
  Total current assets                                                                               24,384               28,243

  Property and equipment, net                                                                         1,430                1,090

  Other assets                                                                                          129                  147
                                                                                                   --------             --------
                                                                                                   $ 25,943             $ 29,480
                                                                                                   ========             ========

Liabilities and stockholders' equity
  Current liabilities:
    Accounts payable                                                                               $    680             $    699
    Accrued compensation                                                                                668                  670
    Other accrued liabilities                                                                            91                  135
    Current portion of deferred revenue                                                                  97                   97
    Current portion of debt and capital lease obligations                                                15                   34
                                                                                                   --------             --------
  Total current liabilities                                                                           1,551                1,635

  Long-term portion of debt and capital lease obligations                                                 1                    1

  Long-term portion of deferred revenue                                                                 315                  340

  Commitments

  Stockholders' equity:
    Common stock, $0.003 par value, 30,000,000 shares authorized,                                    63,516               63,505
       9,506,928 and 9,495,053 shares issued and outstanding at
        March 31, 1998 and December 31, 1997, respectively
    Stockholder notes receivable                                                                        (54)                 (54)
    Deferred compensation                                                                              (199)                (216)
    Accumulated deficit                                                                             (39,187)             (35,731)
                                                                                                   --------             --------
  Total stockholders' equity                                                                         24,076               27,504
                                                                                                   --------             --------
                                                                                                   $ 25,943             $ 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
                                                                                                                March 31,
                                                                                                       ----------------------------
                                                                                                        1998                  1997
                                                                                                       -------              -------
<S>                                                                                                    <C>                  <C>    
Net sales                                                                                              $   167              $   277
Cost of sales                                                                                              836                  442
                                                                                                       -------              -------

Gross profit (loss)                                                                                       (669)                (165)

Operating expenses:
  Research and development                                                                               1,386                1,431
  Selling, general and administrative                                                                    1,777                1,692
                                                                                                       -------              -------

Total operating expenses                                                                                 3,163                3,123
                                                                                                       -------              -------

Operating loss                                                                                          (3,832)              (3,288)

Interest and investment income, net                                                                        376                  492
                                                                                                       -------              -------

Net loss                                                                                               $(3,456)             $(2,796)
                                                                                                       =======              =======

Basic and diluted net loss per share                                                                   $ (0.36)             $ (0.30)
                                                                                                       =======              =======

Shares used in computing basic and diluted net loss per share                                            9,503                9,226
                                                                                                       =======              =======
<FN>
                          Certain amounts have been reclassified to conform with the current presentation.

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

                                                                -4-

<PAGE>


<TABLE>
                                                          Conceptus, Inc.

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

<CAPTION>
                                                                                                          Three Months Ended
                                                                                                                March 31,
                                                                                                     ------------------------------
                                                                                                       1998                  1997
                                                                                                     --------              --------
<S>                                                                                                  <C>                   <C>      
Cash flows from operating activities
Net loss                                                                                             $ (3,456)             $ (2,796)

Adjustments to reconcile net loss to net cash
        from (used in) operating activities:
                Depreciation and amortization                                                             163                    90
                Amortization of deferred compensation                                                      17                   164
                Recognition of deferred revenue                                                           (24)
                Changes in operating assets and liabilities:
                        Accounts receivable                                                                41                   (70)
                        Inventory                                                                          28                  (194)
                        Other current assets                                                              (29)                 (772)
                        Accounts payable                                                                  (19)                  219
                        Accrued compensation                                                               (2)                   12
                        Other accrued liabilities                                                         (44)                  299
                                                                                                     --------              --------
Net cash from (used in) operating activities                                                           (3,325)               (3,048)
                                                                                                     --------              --------
Cash flows from investing activities
Purchase of investments                                                                                (8,450)              (13,991)
Maturities of investments                                                                              14,779                14,183
Capital expenditures                                                                                     (497)                 (153)
Change in other assets                                                                                     13                  --   
                                                                                                     --------              --------
Net cash from investing activities                                                                      5,845                    39
                                                                                                     --------              --------
Cash flows from (used in) financing activities
Proceeds from issuance of common stock                                                                      9                    62
Principal payments on debt and capital obligations                                                        (18)                  (43)
                                                                                                     --------              --------
Net cash from (used in) financing activities                                                               (9)                   19
                                                                                                     --------              --------
Net change in cash and cash equivalents                                                                 2,511                (2,990)
Cash and cash equivalents at beginning of period                                                        9,250                16,939
                                                                                                     --------              --------
Cash and cash equivalents at end of period                                                           $ 11,761              $ 13,949
                                                                                                     ========              ========

Supplemental disclosure of cash flow information
Cash paid for interest                                                                               $      1              $      4
                                                                                                     ========              ========

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

                                                                 -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, 1998 and
the consolidated  statements of operations and cash flows for the quarters ended
March 31, 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 March 31, 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  quarter  ended  March  31,  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  for the three month  periods ended March 31, 1998 and 1997 were (in
thousands) 9,503 and 9,226, 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 and its components;  however,
the  adoption of this  Statement  had no impact on the  Company's  net income or
shareholders'  equity.  Statement 130 requires unrealized gains or losses on the
Company's  available-for-sale  securities, which prior to adoption were reported
separately  in  shareholders'  equity,  to be  included  in other  comprehensive
income. Prior year financial statements have been reclassified to conform to the
requirements of Statement 130. During the first quarter of 1998 and 1997,  total
comprehensive  income was the same as net income 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 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 minimally  invasive devices
for  reproductive  medical  applications.  The  Company's  current  focus  is on
improving  the  safety of  resectoscopic  procedures,  developing  products  for
improved  diagnosis of  infertility  and  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, to conduct research and development, and
to expand marketing and sales activities.

         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.
The Company  currently  sells its products to  international  markets  through a
limited number of distributors who resell to physicians and hospitals.  Sales to
distributors are made on open credit terms and may include  purchase  discounts.
In  1996  and  1995,  the  Company  made  adjustments  to  the  profile  of  its
distributors,  resulting  in  replacement  and addition of new  distributors  in
domestic and  international  markets.  In 1997,  the Company added an additional
domestic  distributor.  Although the Company began  marketing  components of its
T-TAC system in April 1995,  general  marketing of the system commenced upon the
receipt of a 510(k)  clearance  from the FDA for  diagnosis  of  proximal  tubal
occlusion  ("PTO") in August  1995.  Sales in 1996 were  through a small  direct
sales  force  and two new  significant  distributors  on open  credit  terms and
consisted  primarily of commercial  shipments of T-TAC  products.  Sales in 1997
were through a small direct sales force and existing distributors,  as well as a
new distributor,  on open credit terms and consisted of commercial  shipments of
T-TAC and FUTURA products.

         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  Falloposcopy  system  altered
infertility  diagnosis in the majority of cases versus conventional  infertility
diagnosis. 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 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.

                                       7

<PAGE>


         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 the Company's Common Stock paid 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 payable to the former shareholders of Microgyn based upon meeting
certain future milestones.  The acquisition was accounted for using the purchase
method.  The Company is continuing  product  development of the Microgyn product
portfolio  and is  developing  a marketing  and  distribution  strategy for both
international and domestic customers.

         In the second  half of 1997 the Company  introduced  the ERA and FUTURA
Resectoscope  Sleeve  products  from the Microgyn  technology  portfolio.  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.  Also in September 1997, the
Company entered into a marketing and distribution  agreement with Imagyn Medical
Technologies,  Inc.  ("Imagyn"),  formerly  UroHealth,  Inc., granting Imagyn an
exclusive, worldwide license to distribute products for urologic applications of
the resectoscope  sleeve.  Shipments to Imagyn in the first quarter of 1998 were
approximately   $40,000.  On  April  5,  1998,  the  distributor  agreement  was
terminated  because Imagyn had not made payment on purchases of FUTURA products.
The  Company  intends  to  sell  the ERA  Resectoscope  Sleeve  for  gynecologic
applications in the United States and internationally through a combination of a
direct sales force and distributors in certain markets and regions.

         In the fourth  quarter of 1997,  the  Company  acquired  the  exclusive
manufacturing rights from Medical Scientific,  Inc. ("MSI"), the supplier of the
Company's  ERA and  FUTURA  Resectoscope  Sleeves.  The  manufacturing  know-how
related to the ERA and FUTURA  Resectoscope  Sleeves has been transferred to the
Company's  facility  in San  Carlos.  The  acquisition  and  transfer  of  these
manufacturing   rights  resulted  in  additional  cost  of  sales   expenditures
approximating $1.1 million in 1997 and $300,000 in 1998.

         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.  The Company  expects to increase  its
direct manufacturing  operations in order to better control product costs and to
increase gross margin as the volume of T-TAC,  STARRT,  ERA and FUTURA  products
increases. 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 research
and  development  program for the S/TOP 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

                                       8

<PAGE>


into the fallopian tube in order to obtain  effective  sterilization.  Peri- and
pre-hysterectomy  patients  have  participated  in trials to determine  the best
placement  position and the tissue response to the implanted  microcoil.  In the
second half of 1997,  the Company  commenced a small 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
monitored for a minimum of two years.


Results of Operations

         Sales  decreased  $110,000 to $167,000 for the three months ended March
31, 1998 from  $277,000 for the same period in the prior year.  The 40% decrease
is primarily due to a cessation in shipments of the Company's  T-TAC products to
a domestic  distributor,  Mallinckrodt  Group  Inc., and was  compounded  by the
failure of Imagyn to order its contracted  first quarter minimums of $250,000 of
FUTURA products.  The distribution agreement with Imagyn was terminated in April
1998.  Domestic  sales  comprised  68% of total sales for the three months ended
March 31, 1998, compared with 91% in the same period in the prior year.

         Cost of sales increased $394,000 to $836,000 for the three months ended
March 31, 1998 from  $442,000  for the same  period in the prior year.  This 89%
increase is primarily  due to $300,000  associated  with the  completion  of the
acquisition  of exclusive  manufacturing  rights of the Company's ERA and FUTURA
products from MSI, as well as additional reserves for excess inventory resulting
from Imagyn's failure to meet its first quarter minimums orders.

         Research and development  ("R&D") expenses,  which include clinical and
regulatory expenses, decreased $171,000 to $1,386,000 for the three months ended
March 31, 1998 from  $1,557,000 for the same period in the prior year.  This 11%
decrease is due to increased R&D  expenditures in the first quarter of 1997 as a
result of the R&D efforts required to complete development of the ERA and FUTURA
products at MSI.  Subsequently  the R&D  efforts  have been  transferred  to the
Company  which are now  running  at a reduced  level of  spending.  The  Company
believes that its investment in product  development is an essential  element of
its efforts to establish its  competitive  position and continue the development
of future products.

         Selling,   general  and  administrative   ("SG&A")  expenses  increased
$212,000 to $1,777,000 for the three months ended March 31, 1998 from $1,565,000
for the same period in the prior year.  This 14%  increase is  primarily  due to
growth of the  Company's  direct sales force in the U.S., as well as an increase
in  expenses   associated  with  the  termination  of  the  Company's  exclusive
relationship with a distributor.

         Management  intends to  decrease  the level of  operating  expenses  to
reduce  operating  losses,  during the  remainder of 1998,  primarily  through a
reduction in headcount, as well as a decrease in related discretionary spending.
Pursuant to this policy,  the Company has eliminated  approximately 20 positions
since December 31, 1997.  This reduction is not intended to impact  research and
development.

         Net interest and investment  income decreased  $116,000 to $376,000 for
the three months  ended March 31, 1998 from  $492,000 for the same period in the
prior year.  The 24% decrease is a result of lower  average cash balances due to
the  utilization of cash for operations.  Interest  expense for the three months
ended  March 31,  1998 and the amount for the same  period in the prior year was
insignificant.

         As a  result  of the  items  discussed  above,  net loss  increased  to
$3,456,000  for the three  months ended March 31, 1998 from  $2,796,000  for the
three months ended March 31, 1997.

                                       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, STARRT Falloposcopy and S/TOP systems 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, 1998, had an accumulated
deficit of $39.2 million.  The Company expects its operating  losses to continue
for 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 in the future. Whether the Company can successfully manage
the transition to a large-scale  commercial enterprise will depend upon a number
of factors, including obtaining selected regulatory and reimbursements approvals
for  its   existing  or  potential   products,   establishing   its   commercial
manufacturing capability, developing its U.S. marketing and selling capabilities
and  establishing an  international  network.  Failure to make such a transition
successfully,  as well as the inability to attract new significant  distributors
or the loss of one or more of the Company's  distributors  could have a material
adverse  effect on the Company's  business,  financial  condition and results of
operations.


Liquidity and Capital Resources

         At March 31, 1998, Conceptus had cash, cash equivalents and investments
of $23.2 million  compared with $27.1 million at December 31, 1997. The decrease
is due to  approximately  $3.3  million used in  operating  activities.  Capital
expenditures in the first quarter of 1998 increased to $497,000 from $153,000 in
the prior year period primarily due to expenditures for leasehold  improvements,
as well as furniture and equipment for a new leased facility.

         Conceptus   believes  that  its  existing  capital  resources  will  be
sufficient to fund its operations  through 1999.  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,  manufacturing  and
marketing the Company's 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. 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  computers  may  interpret  "00" as the year  1900 and could  either  stop
processing  date-related  computations  or could process them  incorrectly.  The
Company has been informed by its  information  system  vendors that such systems
are able to process the

                                       10

<PAGE>


Year 2000  accurately and  accordingly  does not anticipate any Year 2000 issues
from its own information  systems,  databases or programs.  However, the Company
could be  adversely  impacted by Year 2000 issues  faced by major  distributors,
suppliers, customers, vendors and financial service organizations with which the
Company  interacts.  The  Company  is in the  process  of  developing  a plan to
determine the impact that third  parties  which are not Year 2000  compliant may
have on the operations of the Company.  There can be no assurance that such plan
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
business, financial condition and results of operations.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk

         Not applicable.

                                       11

<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

         None.

Item 3.  Defaults in Senior Securities

         None.

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

         No matters  were  submitted  to a vote of  stockholders  of the Company
during the first quarter of the fiscal year ended December 31, 1998.

Item 5.  Other Information

         None.

Item 6.  Exhibits and Reports on Form 8-K

         (a)   Exhibits

                Exhibit 27                 Financial Data Schedule.

         (b)   Reports on Form 8-K

                None.

                                       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:    May 15, 1998

                                       13

<PAGE>


                                INDEX TO EXHIBITS


  Exhibit
  Number               Description
  ------               -----------
    27            Financial Data Schedule

                                       14