<PAGE>



                                    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, 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                                      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:  (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 April 30, 1997, 9,241,534 shares of the Registrant's 
      Common Stock were outstanding.

<PAGE>


                                    CONCEPTUS, INC.

                    FORM 10-Q For the Quarter Ended March 31, 1997

                                        INDEX

                                                                    Page
               Facing sheet                                           1

               Index                                                  2

Part I.        Financial Information

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

               b)   Consolidated statements of operations for 
                    the three-month periods ended March 31, 1997 
                    and March 31, 1996                                4

               c)   Consolidated statements of cash flows for 
                    the three-month periods ended March 31, 1997 
                    and March 31, 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
               Signature                                             12
               Index to Exhibits                                     13

                                        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>

                                                                March 31, 1997    December 31, 1996
                                                                --------------    -----------------
ASSETS                                                           (Unaudited)
<S>                                                             <C>               <C>
  Current assets:
    Cash and cash equivalents                                      $  13,949      $  16,939 
    Short-term investments                                            14,043         18,286 
    Accounts receivable, net                                             175            105 
    Inventories                                                          376            182 
    Other current assets                                               1,006            234 
                                                                --------------    -----------
  Total current assets                                                29,549         35,746 
                                                                                 
  Property and equipment, net                                            607            543 
                                                                                 
  Long-term investments                                                7,847          3,796 
                                                                                 
  Other assets                                                             7              8 
                                                                --------------    -----------
                                                                   $  38,010        $40,093 
                                                                --------------    -----------
                                                                --------------    -----------
LIABILITIES AND STOCKHOLDERS' EQUITY
  Current liabilities:
    Accounts payable                                               $     807        $   588 
    Accrued compensation                                                 467            455 
    Accrued acquisition costs                                          1,000          1,000 
    Other accrued liabilities                                            272            302 
    Current portion of debt and capital lease obligations                 93            119 
                                                                --------------    -----------
  Total current liabilities                                            2,639          2,464 
                                                                                 
  Long-term portion of debt and capital lease obligations                 17             34 
                                                                                 
  Commitments                                                                    
                                                                                 
  Stockholders' equity:                                                          
    Common stock, $0.003 par value, 30,000,000 shares authorized,     62,377         61,876 
       9,241,416 and 9,206,795 shares issued and outstanding at                  
        March 31, 1997 and December 31, 1996, respectively
    Stockholder notes receivable                                         (49)           (49)
    Deferred compensation                                               (505)          (559)
    Deficit accumulated during the development stage                 (26,469)       (23,673)
                                                                --------------    -----------
  Total stockholders' equity                                          35,354         37,595 
                                                                --------------    -----------
                                                                   $  38,010        $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 
                                                                       MARCH 31, 
                                                                 --------------------
                                                                    1997       1996
                                                                 --------    --------
<S>                                                              <C>         <C>
Net sales                                                         $  277      $  82 
Cost of sales                                                        442        159
                                                                 --------    --------
Gross profit                                                        (165)       (77)
                                                                           
Operating expenses:                                                        
  Research and development                                         1,431        788
  Selling, general and administrative                              1,692        992
                                                                 --------    --------
Total operating expenses                                           3,123      1,780
                                                                 --------    --------
Operating loss                                                    (3,288)    (1,857)
                                                                           
Interest and investment income, net                                  492        392
                                                                 --------    --------
Net loss                                                       $  (2,796)  $ (1,465)
                                                                 --------    --------
                                                                 --------    --------
Net loss per share                                             $   (0.30)  $  (0.24)
                                                                 --------    --------
                                                                 --------    --------
Shares used in computing net loss per share                        9,226      6,131 
                                                                 --------    --------
                                                                 --------    --------
                                                                           
</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
                                                                          MARCH 31,
                                                                    ---------------------
                                                                     1997          1996
                                                                  ----------    ---------
<S>                                                               <C>           <C>
CASH FLOWS USED IN OPERATING ACTIVITIES
Net loss                                                           $  (2,796)   $  (1,465)

Adjustments to reconcile net loss to net cash
   from operating activities:                                    
        Depreciation and amortization                                     90           63 
        Amortization of deferred compensation                            164           57 
        Changes in operating assets and liabilities:             
             Accounts receivable                                         (70)         (38)
             Inventories                                                (194)          46 
             Other current assets                                       (772)         194 
             Accounts payable                                            219         (159)
             Accrued compensation                                         12           12 
             Other accrued liabilities                                   299          239 
                                                                    ---------    ---------
Net cash used in operating activities                                 (3,048)      (1,051)
                                                                    ---------    ---------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of investments                                              (13,991)        (953)
Maturities of investments                                             14,183        1,906 
Capital expenditures                                                    (153)         (75)
Increase in other assets                                                  --            2 
                                                                    ---------    ---------
Net cash from investing activities                                        39          880 
                                                                    ---------    ---------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of common stock                                    62       44,028 
Principal payments on debt and capital obligations                       (43)         (39)
                                                                    ---------    ---------
Net cash from financing activities                                        19       43,989 
                                                                    ---------    ---------
Net change in cash and cash equivalents                               (2,990)      43,818 
Cash and cash equivalents at beginning of period                      16,939        2,848 
                                                                    ---------    ---------
Cash and cash equivalents at end of period                         $  13,949    $  46,666 
                                                                    ---------    ---------
                                                                    ---------    ---------
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid for interest                                             $       4    $       8 
                                                                    ---------    ---------
                                                                    ---------    ---------
SUPPLEMENTAL DISCLOSURE OF NON CASH FINANCING INFORMATION
Conversion of preferred stock to common stock                      $      --    $  16,624 
                                                                    ---------    ---------
                                                                    ---------    ---------

</TABLE>

                         See notes to consolidated financial statements.

                                        -5-

<PAGE>



                     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
                                      UNAUDITED

ITEM 1.        SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

METHOD OF PREPARATION

               The accompanying consolidated balance sheet as of March 31, 
1997 and the consolidated statements of operations and cash flows for the 
quarters ended March 31, 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 March 31, 1997, and for all periods 
presented, have been made.

                 Although the Company believes that the disclosures in these 
consolidated financial statements are adequate to make the information 
presented not misleading, certain information and footnote disclosures 
required by Generally Accepted Accounting Principles for complete financial 
statements have been omitted pursuant to the rules and regulations of the 
Securities and Exchange Commission ("SEC"). 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 quarter ended March 31, 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 quarters ended March 31, 1997 and 1996, because stock 
options have been excluded from the current computation as they are 
antidilutive.  The impact of Statement 128 on the calculation of fully 
diluted earnings per share for these quarters is not expected to be material.

                                        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 minimally 
invasive devices for reproductive medical 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 near-term 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 1995 and 1996, the Company made adjustments 
to the profile of its distributors, resulting in replacement and addition of 
new distributors in domestic and  international markets.  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 for 
diagnosis of proximal tubal occlusion 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.  

               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 ergonomics and performance of the STARRT 
system.  The Company is currently formulating its regulatory strategy to 
obtain clearance of this second generation catheter.  

               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.  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.


                                        7

<PAGE>

                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

               Sales increased to $277,000 for the three months ended March 
31, 1997 from $82,000 for the same period in the prior year. The 238% 
increase is primarily due to increased shipments of the Company's T-TAC 
products to a significant U.S. distributor.  Domestic sales comprised 91% of 
total sales for the three months ended March 31, 1997, compared with 41% in 
the same period in the prior year.

               Cost of sales increased to $442,000 for the three months ended 
March 31, 1997 from $159,000 for the same period in the prior year.  This 
increase is due to increased unit shipments in the current period of the 
Company's T-TAC products.

               Research and development ("R&D") expenses, which include 
clinical and regulatory expenses, increased to $1,431,000 for the three 
months ended March 31, 1997 from $788,000 for the same period in the prior 
year.  This increase is primarily due to on-going R&D expenses associated 
with the Microgyn business, an increased number of R&D employees and related 
personnel expenses as well as increased expenses associated with supporting 
various R&D and clinical efforts. 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.  
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 $1,692,000 for the three months ended March 31, 1997 from 
$992,000 for the same period in the prior year.  This increase is primarily 
due to growth of the Company's direct sales force, both in the U.S. and 
internationally, increased costs associated with marketing the Company's 
T-TAC products in the U.S., and increased administrative costs associated 
with being a publicly held 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.

                                        8

<PAGE>

                Net interest and investment income increased to $492,000 for 
the three months ended March 31, 1997 from $392,000 for the same period in 
the prior year. The increase is due to a higher average cash balance from 
proceeds of the Company's initial public offering, which took place on 
February 1, 1996, and therefore provided a larger cash balance for only two 
of the three months of the prior year quarter, which was invested in 
investment grade securities.  Interest expense for the three months ended 
March 31, 1997 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 $2,796,000 for the three months ended March 31, 1997 from $1,465,000 for 
the three months ended March 31, 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 March 31, 1997, had an accumulated deficit of $26.5 million.  The 
Company expects its operating losses to continue for at least the next 
several years as it continues to expend substantial resources in 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 
$26.5 million at March 31, 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.

               At March 31, 1997, Conceptus had cash, cash equivalents and 
investments of $35.8 million compared with $39.0 million at December 31, 
1996.  The decrease is due to approximately $3.0 million used in operating 
activities.  Capital expenditures in the first quarter of 1997 increased to 
$153,000 from $75,000 in the prior year period largely due to expenditures 
for a new enterprise computer system.


                                        9

<PAGE>


               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. 
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

               None.

ITEM 5.  OTHER INFORMATION

               None.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K


     (a)
                                                                        
            10.16     Third Addendum to Lease Agreement with Dani       
                      Investment Partners.  

            10.17     Lease Agreement with Three Sisters Ranch          
                      Enterprises dated April 15, 1997.

            27        Financial Data Schedule.



     (b)    Reports on Form 8-K.

                    None.

                                        11

<PAGE>


                                      SIGNATURES

               Pursuant to the requirements of the Securities Exchange Act of 
1934, the Registrant has duly caused this Report to be signed on its behalf 
by the undersigned, thereunto duly authorized.


                                        CONCEPTUS, INC.

                                        By: /s/   SANFORD FITCH 
                                           ----------------------------------
                                                   Sanford Fitch
                                                Senior Vice President
                                             and Chief Financial Officer
                                            (Duly Authorized and Principal 
                                           Financial and Accounting Officer)


Date:     May 15, 1997

                                        12

<PAGE>


                                  INDEX TO EXHIBITS
                                           
<TABLE>
<CAPTION>

  EXHIBIT                                                              
  NUMBER                     DESCRIPTION                               
  ------                     -----------                               
<S>              <C>                                                   
   10.16         Third Addendum to Lease Agreement with                
                 Dani Investment Partners  

   10.17         Lease Agreement with Three Sisters Ranch              
                 Enterprises dated April 15, 1997           

   27            Financial Data Schedule
 

</TABLE>

                                        13