<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 JUNE 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:  (415) 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 June 30, 1997,  9,440,949 shares of the Registrant's Common Stock 
     were outstanding.

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>
                                   CONCEPTUS, INC.
                                          
                   FORM 10-Q For the Quarter Ended June 30, 1997
                                          
                                       INDEX




                                                                            Page

          Facing sheet                                                        1

          Index                                                               2

Part I.   Financial Information

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

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

          c)  Consolidated statements of cash flows for the three and six
              month periods ended June 30, 1997 and June 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         10

Part II.  Other Information                                                11-12

          Signature                                                          13

          Index to Exhibits                                                  14

                                       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>

                                                                   June 30, 1997     December 31, 1996
                                                                   -------------    -------------------
                                                                    (Unaudited)
<S>                                                               <C>              <C>
ASSETS
  Current assets:
    Cash and cash equivalents                                       $  13,594            $  16,939 
    Short-term investments                                             11,096               18,286 
    Accounts receivable, net                                              361                  105 
    Inventories                                                           151                  182 
    Other current assets                                                  367                  234 
                                                                    ---------            ---------

  Total current assets                                                 25,569               35,746 

  Property and equipment, net                                           1,036                  543 

  Long-term investments                                                 7,884                3,796 

  Other assets                                                            904                    8 
                                                                    ---------            ---------

                                                                    $  35,393            $  40,093 
                                                                    ---------            ---------
                                                                    ---------            ---------

LIABILITIES AND STOCKHOLDERS' EQUITY
  Current liabilities:
    Accounts payable                                                $     910            $     588 
    Accrued compensation                                                  412                  455 
    Accrued acquisition costs                                               -                1,000 
    Other accrued liabilities                                             288                  302 
    Current portion of debt and capital lease obligations                  71                  119 
                                                                    ---------            ---------

  Total current liabilities                                             1,681                2,464 

  Long-term portion of debt and capital lease obligations                   7                   34 

  Commitments

  Stockholders' equity:
    Common stock, $0.003 par value, 30,000,000 shares authorized,      63,452               61,876 
       9,440,949 and 9,206,795 shares issued and outstanding at 
        June 30, 1997 and December 31, 1996, respectively
    Stockholder notes receivable                                          (49)                 (49)
    Deferred compensation                                                (451)                (559)
    Deficit accumulated during the development stage                  (29,247)             (23,673)
                                                                    ---------            ---------

  Total stockholders' equity                                           33,705               37,595 
                                                                    ---------            ---------

                                                                    $  35,393            $  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              SIX MONTHS ENDED 
                                                               JUNE 30,                       JUNE 30, 
                                                       ----------------------          ---------------------
                                                         1997           1996             1997          1996
                                                       -------        -------          -------       -------
<S>                                                  <C>            <C>              <C>           <C>
Net sales                                              $   424        $   105          $   701       $   187
Cost of sales                                              752            235            1,194           394
                                                       -------        -------          -------       -------

Gross profit                                              (328)          (130)            (493)         (207)

Operating expenses:
  Research and development                               1,411            915            2,969         1,703
  Selling, general and administrative                    1,483          1,200            3,048         2,192
                                                       -------        -------          -------       -------

Total operating expenses                                 2,894          2,115            6,017         3,895
                                                       -------        -------          -------       -------

Operating loss                                          (3,222)        (2,245)          (6,510)       (4,102)


Interest and investment income, net                        444            616              936         1,008
                                                       -------        -------          -------       -------

Net loss                                               $(2,778)       $(1,629)         $(5,574)      $(3,094)
                                                       -------        -------          -------       -------
                                                       -------        -------          -------       -------

Net loss per share                                     $ (0.30)       $ (0.18)         $ (0.60)      $ (0.41)
                                                       -------        -------          -------       -------
                                                       -------        -------          -------       -------

Shares used in computing net loss per share              9,348          9,127            9,287         7,629
                                                       -------        -------          -------       -------
                                                       -------        -------          -------       -------

</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              SIX MONTHS ENDED
                                                                        JUNE 30,                        JUNE 30,
                                                              ---------------------------     --------------------------
                                                                  1997            1996            1997           1996
                                                              -----------      ----------     ------------    ----------
<S>                                                          <C>            <C>             <C>            <C>
CASH FLOWS USED IN OPERATING ACTIVITIES                       
Net loss                                                      $  (2,778)     $  (1,629)       $  (5,574)     $  (3,094)

Adjustments to reconcile net loss to net cash                 
  from operating activities:
    Depreciation and amortization                                   128             76              218            139 
    Amortization of deferred compensation                           239             54              403            111 
    Changes in operating assets and liabilities:
       Accounts receivable                                         (186)           (18)            (256)           (56)
       Inventory                                                    225            (87)              31            (41)
       Other current assets                                         639             58             (133)           252 
       Accounts payable                                             103            (69)             322           (228)
       Accrued compensation                                         (55)           (24)             (43)           (12)
       Other accrued liabilities                                   (176)            75              123            314 
                                                              ---------      ---------        ---------      --------- 
  
Net cash used in operating activities                            (1,861)        (1,564)          (4,909)        (2,615)
                                                              ---------      ---------        ---------      --------- 

CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES                
Purchase of investments                                          (8,963)       (22,344)         (22,954)       (23,297)
Maturities of investments                                        11,873            184           26,056          2,090 
Capital expenditures                                               (558)          (113)            (711)          (188)
Change in other assets                                             (890)             1             (890)             3 
                                                              ---------      ---------        ---------      --------- 
  
Net cash from/(used in) investing activities                      1,462        (22,272)           1,501        (21,392)
                                                              ---------      ---------        ---------      --------- 
CASH FLOWS FROM/(USED IN) FINANCING ACTIVITIES                          
Proceeds from issuance of common stock                               76             45              138         44,073 
Principal payments on debt and capital obligations                  (32)           (41)             (75)           (80)
                                                              ---------      ---------        ---------      --------- 

Net cash from/(used in) financing activities                         44              4               63         43,993 
                                                              ---------      ---------        ---------      --------- 

Net change in cash and cash equivalents                            (355)       (23,832)          (3,345)        19,986 
Cash and cash equivalents at beginning of period                 13,949         46,666           16,939          2,848 
                                                              ---------      ---------        ---------      ---------
Cash and cash equivalents at end of period                    $  13,594      $  22,834        $  13,594      $  22,834 
                                                              ---------      ---------        ---------      ---------
                                                              ---------      ---------        ---------      ---------

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION              
Cash paid for interest                                        $       3      $       6        $       7      $      14 
                                                              ---------      ---------        ---------      ---------
                                                              ---------      ---------        ---------      ---------

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      $   -            $   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 June 30, 1997 and the 
consolidated statements of operations and cash flows for the three and six 
month periods ended June 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 June 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 six months ended June 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 six month periods ended June 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.  The Company currently sells its 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 a distributor. 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.  

     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.

                                       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 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 payable to the former 
shareholders of Microgyn based upon meeting certain future milestones.  The 
Company is continuing product development, clinical and marketing activities, 
and is pursuing additional regulatory clearance on products acquired in the 
acquisition.  The Company recently announced the international launch of the 
ERA (Endometrial Resection and Ablation) Resectoscope Sheath, a product 
initially developed by Microgyn.

     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 
Hysteroscopy products are successful, the Company expects to increase its 
direct manufacturing operations in order to better control product costs and 
increase 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.  

RESULTS OF OPERATIONS - THREE AND SIX MONTHS ENDED JUNE 30, 1997 AND 1996

     Sales increased to $424,000 and $701,000 for the three and six months 
ended June 30, 1997, respectively, from $105,000 and $187,000 for the same 
respective periods in the prior year.  The  increase is primarily due to 
shipments of the Company's T-TAC products to a significant U.S. distributor.  
It is anticipated that this distributor will purchase significantly lower 
levels of product in the second half of 1997.  Domestic sales comprised 87% 
and 88% of sales for the three and six month periods ended June 30, 1997, 
respectively, compared with 66% and 55% in the prior year periods.

     Cost of sales increased to $752,000 and $1,194,000 for the three and six 
months ended June 30, 1997, respectively, from $235,000 and $394,000 for same 
periods in the prior year. This increase is due to increased unit shipments 
in the current period of the Company's T-TAC products, combined with higher 
manufacturing overhead due to an increase in headcount and facilities related 
expenditures, as well as additional inventory reserves and adjustments.

     Research and development ("R&D") expenses, which include clinical and 
regulatory expenses, increased to $1,411,000 and $2,969,000 for the three and 
six months ended June 30, 1997, respectively, from $915,000 and $1,703,000 
for the same respective periods in the prior year. This increase is primarily 
due to on-going development activities on products acquired in the 
acquisition of Microgyn, an increased number of R&D employees and related 
personnel expenses as well as increased expenses associated with supporting 
various clinical and regulatory efforts.  The Company believes that its 
investment in product development is an essential element of its efforts to 
establish its competitive

                                       8
<PAGE>


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 
$1,483,000 and $3,048,000 for the three and six months ended June 30, 1997, 
respectively, from $1,200,000 and $2,192,000 for the same respective periods 
in the prior year. This increase is primarily due to an increase in headcount 
to support planned internal growth, as well as increased costs of being a 
public company. 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 products, which will require increased physician 
training.

     Net interest and other income decreased to $444,000 and $936,000 for the 
three and six months ended June 30, 1997, respectively, from $616,000 and 
$1,008,000 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.  Interest expense for the three and six 
months ended June 30, 1997 and the amount for the same respective periods in 
the prior year was immaterial.

     As a result of the items discussed above, net loss increased to 
$2,778,000 and $5,574,000 for the three and six months ended June 30, 1997, 
respectively, from $1,629,000 and $3,094,000 for the same respective periods 
in 1996.

     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 tubal 
sterilization products.  The Company has generated only limited revenues, 
primarily from sales in international markets for clinical trials, and to 
domestic and international distributors, and does not have experience in 
manufacturing, marketing or selling its products in commercial quantities.  
The Company has experienced significant operating losses since inception and, 
as of June 30, 1997, had an accumulated deficit of $29.2 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 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 $29.2 million at 
June 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, 1996, the 
Company raised approximately $16.6 million from the private placement of 
equity securities.

                                       9
<PAGE>

     At June 30, 1997, Conceptus had cash, cash equivalents and investments 
of $32.6 million, compared with $39.0 million at December 31, 1996.  The 
decrease is due to approximately $5.7 million used in operating activities.   
Capital expenditures in the first half of 1997 increased to $710,000 from 
$188,000 in the prior year period and is largely due to expenditures for a 
new enterprise computer system and expenditures necessary to support the 
growth in employees. 

     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.  

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     Not applicable.

                                       10
<PAGE>

                             PART II.  OTHER INFORMATION
                                          
                                          

ITEM 1.  LEGAL PROCEEDINGS

     None.

ITEM 2.  CHANGES IN SECURITIES

     None.

ITEM 3.  DEFAULTS IN SENIOR SECURITIES

     None.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     (a)  At the Annual Meeting of Stockholders of the Registrant, held on 
     May 13, 1997, the stockholders approved the following proposals by the 
     votes indicated below.

     (b)  Not applicable.
  
     (c)  Voting:

          (1)  Election of Directors:
    
      NOMINEE                                           FOR           WITHHELD
      -------                                           ---           --------
Richard D. Randall                                   7,185,442        139,409
Kathryn A. Tunstall                                  7,185,342        139,509
Sanford Fitch                                        7,185,342        139,509
Robert F. Kuhling                                    7,185,442        139,409
Thomas C. McConnell                                  7,185,442        139,409
Nancy S. Olson                                       7,185,442        139,409
    
          (2)  To approve and ratify the amendments to the Registrant's 1993 
          Stock Plan to increase the number of shares of Common Stock reserved 
          for issuance thereunder by 1,000,000 shares to an aggregate of 
          2,575,000 shares and to implement certain other changes resulting from
          applicable law:
    
   FOR                    AGAINST         ABSTAIN           BROKER NON-VOTES
   ---                    -------         -------           ----------------
4,898,130                 653,069          4,825               1,763,137
                                          
          (3)  To ratify the appointment of Ernst & Young LLP as the 
          Registrant's independent auditors for the fiscal year ending 
          December 31, 1997:
    
   FOR                    AGAINST         ABSTAIN           BROKER NON-VOTES
   ---                    -------         -------           ----------------
7,306,302                  1,359           11,450                  0

                                       11
<PAGE>



ITEM 5.  OTHER INFORMATION

     None.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

 
     (a)  Exhibits

            10.18    Change of Control Agreement dated as of May 13, 1997 by 
                     and between Registrant and Kathryn A. Tunstall.
 
            10.19    Change of Control Agreement dated as of May 13, 1997 by 
                     and between Registrant and Sanford Fitch.

            10.20    Form of Senior Management Change of Control Agreement.

            27       Financial Data Schedule.
    
  

     (b)  Reports on Form 8-K.

          One Report on Form 8-K was filed on July 25, 1997 reporting a press 
          release announcing the commencement of international sales of the ERA 
          (Endometrial Resection and Ablation) Resectoscope Sheath and a press 
          release announcing the financial results for the second quarter ended 
          June 30, 1997, under Item 5 of Form 8-K.

                                       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:  August 14, 1997


                                       13
<PAGE>

                                 INDEX TO EXHIBITS
                                          
                                          
EXHIBIT 
NUMBER                                DESCRIPTION
-------                               -----------

10.18     Change of Control Agreement dated as of May 13, 
          1997 by and between Registrant and Kathryn A. 
          Tunstall.
 
10.19     Change of Control Agreement dated as of May 13, 
          1997 by and between Registrant and Sanford Fitch.
 
10.20     Form of Senior Management Change of Control 
          Agreement.
 
 27       Financial Data Schedule

                                       14