<PAGE>

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                                    UNITED STATES
                          SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C. 20549
                                 ___________________
                                           
                                      FORM 10-Q
                                           
       [X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
            SECURITIES EXCHANGE ACT OF 1934

                  FOR THE FISCAL QUARTER ENDED SEPTEMBER 30, 1996

       [ ]  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 October 31, 1996,  9,157,284 shares of the Registrant's Common Stock
were outstanding.

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<PAGE>


                                   CONCEPTUS, INC.
                                           
                  FORM 10-Q For the Quarter Ended September 30, 1996
                                           
                                        INDEX
                                       
                                                                            Page

         Facing sheet                                                         1

         Index                                                                2

Part I.  Financial Information    

Item 1.  a)   Balance sheets at September 30, 1996 and December 31, 1995      3

         b)   Statements of operations for the three and nine month periods 
              ended September 30, 1996 and September 30, 1995                 4

         c)   Statements of cash flows for the three and nine month periods 
              ended September 30, 1996 and September 30, 1995                 5

         d)   Notes to financial statements                                   6

Item 2.  Management's Discussion and Analysis of Financial Condition and
         Results of Operations                                                8

Part II. Other Information                                                    12
 
         Signature                                                            13

         Index to Exhibits                                                    14



                                       - 2 -

<PAGE>

                                           
                           PART I:  FINANCIAL INFORMATION
                                           
ITEM 1.  FINANCIAL STATEMENTS


                                   CONCEPTUS, INC.
                            (A DEVELOPMENT STAGE COMPANY)
                                   BALANCE SHEETS
                 (IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)

                                          SEPTEMBER 30,    DECEMBER 31,
                                              1996             1995
                                          -----------      -----------
                                          (UNAUDITED)
ASSETS
Current Assets:
  Cash and cash equivalents                 $  14,991        $  2,848 
  Short-term investments                       29,558           2,234 
  Accounts receivable                             229              13 
  Inventories                                     199              54 
  Other current assets                            379             450 
                                           ----------       ---------
Total current assets                           45,356           5,599 
Property and equipment, net                       532             468 
Other assets                                       10              25 
                                           ----------       ---------
                                            $  45,898        $  6,092 
                                           ----------       ---------
                                           ----------       ---------

LIABILITIES AND STOCKHOLDERS' 
 EQUITY (NET CAPITAL DEFICIENCY)

Current liabilities:
  Accounts payable                             $  508          $  576 
  Accrued compensation                            454             301 
  Other accrued liabilities                       466             152 
  Current portion of debt and 
   capital lease obligations                      141             163 
                                           ----------       ---------
Total current liabilities                       1,569           1,192 

Long-term portion of debt and capital 
 lease obligations                                 54             153 

Commitments

Redeemable convertible preferred stock at 
 amount paid in 3,853,957 shares issued 
 and outstanding at December 31,1995; 
 aggregate liquidation preference of $16,704 
 at December 31,1995                                -          16,624 

Stockholders' equity (net capital deficiency)
 Preferred stock, $0.003 par value, 4,700,000 
 shares authorized, issuable in series - Series 
 B, Series C and Series D represent redeemable 
 convertible stock shown above:
 Series A, 666,666 convertible shares 
  authorized, issued and outstanding; 
  aggregate liquidation preference of $500 
  at December 31, 1995                              -               -  
                     
 Common stock, $0.003 par value, 25,000,000 
  shares authorized 196,248 and 9,148,045 
  shares issued and outstanding at December 
  31, 1995 and September 30, 1996, 
  respectively                                 61,736             931 
   

 Stockholder notes receivable                     (49)            (49)
 Deferred compensation                           (613)           (778)
 Deficit accumulated during the 
  development stage                           (16,799)        (11,981)
                                           ----------       ---------
Total stockholders' equity 
 (net capital deficiency)                      44,275         (11,877)
                                           ----------       ---------
                                            $  45,898        $  6,092 
                                           ----------       ---------
                                           ----------       ---------

                                                       
                          See notes to financial statements.

                                      - 3 -

<PAGE>

                                   CONCEPTUS, INC.
                            (A DEVELOPMENT STAGE COMPANY)
                                           
                               STATEMENTS OF OPERATIONS
                                     (UNAUDITED)
                       (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
                                           
                                                                             
                                                                              Period from    
                                                                               Inception     
                                      Three Months Ended  Nine Months Ended  (September 18,  
                                         September 30,       September 30,     1992) to      
                                      ------------------  ------------------  September 30,  
                                        1996       1995      1996      1995        1996
                                      --------   --------  --------  --------  --------------
<S>                                   <C>        <C>       <C>       <C>       <C>
                                               
Net sales                              $  236   $    67    $   423   $   193     $  1,055
Cost of sales                             374       278        768       714        2,507 
                                      --------   --------  --------  --------  --------------
Gross profit                             (138)     (211)      (345)     (521)      (1,452)
                                               
Operating expenses:                            
  Research and development                965       675      2,668     1,830        8,272
  Selling, general and administrative   1,232       825      3,424     2,005        9,204
                                      --------   --------  --------  --------  --------------
Total operating costs and expenses      2,197     1,500      6,092     3,835       17,476
                                      --------   --------  --------  --------  --------------
                                               
Operating loss                         (2,335)   (1,711)    (6,437)   (4,356)     (18,928)
                                               
Interest income and other, net            618       124      1,640       277        2,217 
                                               
Interest expense                           (6)      (10)       (20)      (32)         (87)
                                      --------   --------  --------  --------  --------------
Net loss                            $  (1,723)  $(1,597)   $(4,817)  $(4,111)    $(16,798)
                                      --------   --------  --------  --------  --------------
                 
Net loss per share                  $   (0.19)  $ (1.01)   $ (0.59)  $ (2.60)
                                      --------   --------  --------  -------- 
                                      --------   --------  --------  -------- 
                 
Shares used in computing
  net loss per share                    9,143     1,589      8,134     1,582
                                      --------   --------  --------  -------- 
                                      --------   --------  --------  -------- 
                 
Supplemental net loss per share     $   (0.19)  $ (0.34)   $ (0.56)  $ (0.97)
                                      --------   --------  --------  -------- 
                                      --------   --------  --------  -------- 
                 
Shares used in computing
  supplemental net loss per share       9,143     4,707      8,636     4,239
                                      --------   --------  --------  -------- 
                                      --------   --------  --------  -------- 

</TABLE>


                          See notes to financial statements.

                                       - 4 -

<PAGE>

                                           
                                   CONCEPTUS, INC.
                           (A DEVELOPMENT STAGE COMPANY)

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

<TABLE>
<CAPTION>
                                                                                    Period from
                                                                                     Inception
                                                                                   (September 18, 
                                         Three Months Ended   Nine Months Ended       1992) to
                                            September 30,        September 30,      September 30, 
                                           1996      1995       1996       1995         1996
                                        ---------  ---------  ---------  ---------  -------------
<S>                                     <C>        <C>        <C>        <C>        <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss                                $ (1,724)  $ (1,306)  $ (4,818)  $ (2,514)     $ (15,075)
Adjustments to reconcile net loss to 
  net cash from operating activities:
  Depreciation and amortization               80         60        219        114            575
  Amortization of deferred compensation       54          -        165          -            201
  Changes in operating assets and 
   liabilities
     Accounts receivable                    (160)        76       (216)        77            (69)
     Inventory                              (104)       (85)      (145)      (116)           (95)
     Other current assets                   (181)       (10)        71          9           (198)
     Accounts payable                        160        105        (68)        66            348
     Accrued compensation                    165         10        153         36            289
     Other accrued liabilities                 0         19        314        (17)           466
                                        ---------  ---------  ---------  ---------  -------------
Net cash from operating activities        (1,710)    (1,131)    (4,325)    (2,345)       (13,558)

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of investments                   (6,117)         -    (29,414)         -        (37,119)
Maturities of investments                      0      2,757      2,090      2,757         10,716
Sales of investments                           -       (978)         -          -          2,962
Capital expenditures                         (95)       (38)      (283)       (49)          (751)
Increase in other assets                      12          2         15          3            (37)
                                        ---------  ---------  ---------  ---------  -------------
Net cash from investing activites         (6,200)     1,743    (27,592)     2,711        (24,229)

CASH FLOWS FROM FINANCING ACTIVITIES
Net proceeds from issuance of 
 preferred stock                               -          -           -         -         16,624
Proceeds from issuance of common stock       108      5,144      44,181     5,175         44,087
Proceeds from issuance of debt                 -          -           -         -            209
Principal payments on debt and 
 capital lease obligations                   (41)       (35)       (121)      (67)          (299)
                                        ---------  ---------  ---------  ---------  -------------
Net cash from financing activities            67      5,109      44,060     5,108         60,621

Net change in cash and cash 
 equivalents                              (7,843)     5,721      12,143     5,474         22,834
Cash and cash equivalents at 
 beginning of period                      22,834      2,249       2,848     2,496              - 
                                        ---------  ---------  ---------  ---------  -------------
Cash and cash equivalents at 
 end of period                          $ 14,991   $  7,970      14,991     7,970      $  22,834 
                                        ---------  ---------  ---------  ---------  -------------
                                        ---------  ---------  ---------  ---------  -------------

SUPPLEMENTAL DISCLOSURE OF CASH 
 FLOW INFORMATION
Cash paid for interest                  $      6   $     10   $      20  $     32      $      87 
                                        ---------  ---------  ---------  ---------  -------------
                                        ---------  ---------  ---------  ---------  -------------

SUPPLEMENTAL SCHEDULE OF NON CASH 
 FINANCING ACTIVITIES
Equipment acquired under capital 
 lease obligation                       $      -   $      -   $       -  $     67      $     327 
                                        ---------  ---------  ---------  ---------  -------------
                                        ---------  ---------  ---------  ---------  -------------

Issuance of common stock in exchange 
 for note receivable                    $      -   $      -   $       -  $     24      $      49 
                                        ---------  ---------  ---------  ---------  -------------
                                        ---------  ---------  ---------  ---------  -------------

Conversion of preferred stock to 
 common stock                           $      -   $      -   $  16,624  $      -      $  16,624 
                                        ---------  ---------  ---------  ---------  -------------
                                        ---------  ---------  ---------  ---------  -------------

</TABLE>

                          See notes to financial statements.

                                          - 5 -

<PAGE>
                                           
                             NOTES TO FINANCIAL STATEMENTS 

                                      UNAUDITED
                                           
ITEM 1.        SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

METHOD OF PREPARATION

     The accompanying balance sheet as of September 30, 1996 and the statements
of operations and cash flows for the three and nine months ended September 30,
1996 and 1995 have been prepared by Conceptus, Inc. ("Conceptus" or the
"Company"), without audit.  In the opinion of management, all adjustments
necessary to present fairly the financial position, results of operations, and
cash flows at September 30, 1996, 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"). The accompanying 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, 1995.  The results of operations for
the three and nine months ended September 30, 1996 may not necessarily be
indicative of the operating results for the full 1996 fiscal year.

COMPUTATION OF NET LOSS PER SHARE

     Except as noted below, net loss per share is computed using the weighted 
average number of common shares outstanding.  Common equivalent shares are 
excluded from the computation as their effect is antidilutive, except that, 
pursuant to the SEC Staff Accounting Bulletins, common and common equivalent 
shares (stock options and convertible preferred stock) issued during the 
12-month period prior to the initial offering at prices below the public 
offering price have been included in the calculation as if they were 
outstanding for all periods through September 30, 1995 (using the treasury 
stock method for stock options).

     As described above, the antidilutive effect of certain stock options is 
included in the calculation of loss per share for all periods through 
September 30, 1995, but is excluded from the calculation after that date.  
Supplemental loss per share data is provided to show the calculation on a 
consistent basis for the periods presented.  It has been computed as 
described above, but excludes the antidilutive effect of common equivalent 
shares from stock options issued at prices substantially below the public 
offering price during the 12-month period prior to the public offering, and 
gives retroactive effect from the date of issuance to the conversion of 
preferred stock which automatically converted to common shares upon the 
closing of the Company's initial public offering.  



                                       - 6 -

<PAGE>


ACCOUNTING PRONOUNCEMENTS

     In March 1995, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 121, "Accounting for
the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of"
("SFAS 121"), which requires impairment losses to be recorded when indicators of
impairment are present and the undiscounted cash flows estimated to be generated
from those assets are less than the assets' carrying amount.  SFAS 121 also
addresses the accounting for long-lived assets that are expected to be sold or
otherwise disposed of.  The Company will adopt SFAS 121 and, based on current
circumstances, does not believe that the effect of such Statement will be
material.

     In October 1995, FASB issued SFAS No. 123, "Accounting for Stock-Based
Compensation" ("SFAS 123"), which provides an alternative to APB Opinion No. 25,
"Accounting for Stock Issued to Employees", in accounting for stock-based
compensation issued to employees.  The Statement allows for a fair value-based
method of accounting for employee stock options and similar equity instruments. 
However, for companies that continue to account for stock-based compensation
arrangements under Opinion No. 25, SFAS 123 requires disclosure of the pro forma
effect on net income and earnings per share of its fair value- based accounting
for those arrangements.  These disclosure requirements are effective for fiscal
years beginning after December 15, 1995, or upon initial adoption of the
Statement, if earlier.  It is the Company's intention to continue to account for
employee stock options in accordance with APB Opinion No. 25 and to adopt the
"disclosure only" alternative described in SFAS No. 123.  As a result, there has
been no impact on the Company's financial position following adoption of SFAS
No. 123.
     

                                   - 7 -

<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 consists of 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 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 access to the female reproductive 
system.  The Company's initial focus is on the development of systems to 
improve the diagnosis and treatment of fallopian tube diseases and disorders, 
a primary cause of infertility.  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, research and 
development and expansion of marketing and sales activities.  

     The Company's primary near-term commercial products, the Transcervical 
Falloposcopy System and the Transcervical Tubal Access Catheter ("TTAC") 
system have generated limited sales to date.  The Company commenced shipments 
of its Transcervical Falloposcopy System in March 1994 in order to begin a 
multicenter clinical study of its falloposcopy system in Europe and 
Australia. Substantially all of the revenues in 1994 and approximately 16% of 
revenues in 1995, were derived from the centers involved in this clinical 
study.  Sales in the United States of the Company's Transcervical 
Falloposcopy system are paced by Food and Drug Administration ("FDA") 
approval or clearance to market.  As previously reported, the Company refiled 
a 510(k) with the FDA seeking clearance of its falloposcopy system for a 
limited fallopian tube diagnostic indication in June 1996. On September 5, 
1996, the Company received notification from the FDA that falloposcopy 
devices used to evaluate proximal tubal occlusion will be reviewed through 
the 510(k) regulatory pathway.   On September 25, 1996, the Company received 
a request from the FDA for additional data regarding the refiled 510(k) and 
the Company filed the additional data on November 1, 1996.  Based on standard 
FDA procedures, the Company expects the FDA to respond to the additional data 
within 90 days from the date of filing.  There can be no assurance, however, 
that the FDA will not require additional information beyond that submitted.

     The Company sells its TTAC products in international markets through a 
limited number of distributors who resell to physicians and hospitals.  Sales 
to distributors are made on open credit terms.  In June 1996, the Company 
strengthened its distribution capabilities by entering into a marketing and 
distribution agreement with Schering Health Care Limited ("Schering"), the 
U.K. subsidiary of the pharmaceutical company, Schering A.G.  Schering will 
distribute the Company's TTAC and falloposcopy products in the U.K.  Although 
the Company began marketing components of its TTAC system in the United 
States in April 1995, general marketing of the system in the

                                - 8 -

<PAGE>

United States commenced upon the receipt of a 510(k) clearance for diagnosis 
of proximal tubal occlusion in August 1995. In July 1996, the Company entered 
into a distribution agreement with Mallinckrodt Medical ("Mallinckrodt"), a 
distributor of radiological products.  Mallinckrodt will distribute the 
Company's TTAC products to hospitals in North, Central and South America. 
Shipments to Mallinckrodt under this agreement commenced in September 1996.  
The Company's direct sales force will continue to sell TTAC products to 
non-hospital based interventional gynecologists, in these regions.

     On October 29, 1996, the Company entered into an agreement to acquire 
Microgyn, Inc., a privately held medical device company based in Andover, 
Massachusetts for a combination of cash and stock. Microgyn is focused on 
developing products to increase the safety and performance of resectoscope 
procedures, including therapeutic hysteroscopy. This acquisition will be 
accounted for using the purchase method and is expected to be completed in 
the fourth quarter of 1996, subject to certain closing conditions.

     Certain of the Company's products are manufactured by contract 
manufacturers while others are manufactured by Conceptus at its facility in 
San Carlos, California.  If the TTAC and Transcervical Falloposcopy systems 
are commercially successful, the Company expects to increase its 
manufacturing operations in order to reduce 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 international and domestic distributor networks, 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 $236,000 and $423,000 for the three and nine months 
ended September 30, 1996, from $67,000 and $193,000 for the respective 
periods in the prior year.  The  increase is primarily due to increased 
shipments of the Company's TTAC products to new distributors in the U.S. and 
U.K.  Domestic sales comprised 81% and 70% of sales for the three and nine 
month periods ended September 30, 1996, respectively, compared with 62% and 
47% in the prior year periods.

     Cost of sales increased to $374,000 and $768,000 for the three and nine 
month periods ended September 30, 1996 from $278,000 and $714,000 for same 
periods in the prior year.  This increase is due to increased unit 
shipments of the Company's TTAC products in the current year periods.  

     Research and development ("R&D") expenses, which include clinical and 
regulatory expenses, increased to $965,000 and $2,668,000 for the three and 
nine months ended September 30, 1996 from $675,000 and $1,830,000 for the 
respective periods in the prior year.  This increase is primarily due to the 
increased R&D employees and related personnel expenses as well as increased 
expenses associated with supporting various R&D 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 
$1,232,000 and $3,424,000 for the three and nine months ended September 30, 
1996 from $825,000 and $2,005,000 for the respective periods in the prior 
year.  This increase is primarily due to growth of

                                   - 9 - 

<PAGE>

the Company's direct sales force in the United States,  increased costs 
associated with marketing the Company's TTAC products in the United States, 
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 
expanding domestic administrative functions, introducing and marketing the 
Company's products, which will require increased physician training, and 
sales support.  

     Net interest and other income increased to $618,000 and $1,640,000 for 
the three and nine months ended September 30, 1996 from $124,000 and $277,000 
for the respective periods in the prior year.  The increase is due to a 
higher average invested cash balance from the proceeds of the Company's 
initial public offering of common stock on February 1, 1996.  Interest 
expense for the three and nine months ended September 30, 1996 and 1995 were 
immaterial.

     As a result of the items discussed above, net loss increased to 
$1,723,000 and $4,817,000 for the three and nine months ended September 30, 
1996 from $1,597,000 and $4,111,000 for the respective periods in 1995.

     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 TTAC, Transcervical Falloposcopy, and tubal sterilization 
products. The Company has generated only limited revenues, primarily from 
sales in international markets for clinical trials and new 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 September 30, 1996, had an accumulated 
deficit of $16,799,000.  The Company expects its operating losses to continue 
for at least the next several years as limited product sales will continue to 
be offset by the 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 $16.8 million at 
September 30, 1996.  Prior to the Company's initial public offering, the 
Company funded its operations primarily through the private placement of 
$16.6 million of equity securities, as well as through interest income, 
equipment financing and secured loan arrangements.  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 approximately $44.0 
million.

     At September 30, 1996, Conceptus had cash, cash equivalents and 
short-term investments of $44.5 million compared with $5.1 million at 
December 31, 1995. The increase is due to approximately $44.0 million of net 
proceeds from the Company's initial public offering, partially offset by 
approximately $4.6 million used in operating and investing activities.   
Capital expenditures in the first nine months of 1996 increased to $283,000 
from $49,000 in the prior year period, largely due to expenditures necessary 
to support the growth in employees and growth of operations. 

     Conceptus believes that the net proceeds from its initial public 
offering, together with interest thereon and the Company's existing capital 
resources, will be sufficient to fund its operations through 1997.  However, 
the Company's future liquidity and capital requirements will depend upon 

                                  - 10 -

<PAGE>

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 or acquiring, 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 and internationally, the resources required to expand manufacturing 
capacity and facility 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.  



                                     - 11 -

<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) Exhibits   
              10.13  Lease agreement with Dani Investment Partners
                    
              11.1   Computation of net loss per share (see Note 1 to
                     Financial Information in Part I of this Form 10-Q).
                    
              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
                                         Vice President, Finance and Operations
                                            and Chief Financial Officer
                                        (Duly Authorized and Principal Financial
                                                  and Accounting Officer)
                                        
                                        
Date: November 15, 1996


                                        - 13 -

<PAGE>

                                  INDEX TO EXHIBITS
                                           
                                           
        EXHIBIT 
         NUMBER                        DESCRIPTION
        -------                        -----------
         10.13            Lease agreement with Dani Investment Partners

         11.1             Statement Re Computation of Net Loss Per Share

         27               Financial data schedule



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