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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, 1998

[ ]  TRANSITION  REPORT  PURSUANT  TO  SECTION  13 OR  15(d)  OF THE  SECURITIES
     EXCHANGE ACT OF 1934

             For the Transition period from _________ to _________.


                         Commission file number: 0-27596


                                 CONCEPTUS, INC.
             (Exact name of Registrant as specified in its charter)


           Delaware                                              94-3170244
(State or other jurisdiction of                               (I.R.S. Employer
 incorporation or organization)                              Identification No.)


                               1021 Howard Avenue
                              San Carlos, CA 94070
                    (Address of principal executive offices)

       Registrant's telephone number, including area code: (650) 802-7240

                               -------------------


     Indicate  by check mark  whether the  registrant  (1) has filed all reports
     required to be filed by Section 13 or 15(d) of the Securities  Exchange Act
     of 1934 during the preceding 12 months (or for such shorter period that the
     registrant was required to file such reports),  and (2) has been subject to
     such filing requirements for at least the past 90 days.

     Yes _X_                                                        No ___

     As of June 30, 1998, 9,535,942 shares of the Registrant's Common Stock were
     outstanding.

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<PAGE>


<TABLE>
                                                  CONCEPTUS, INC.

                                   FORM 10-Q For the Quarter Ended June 30, 1998

                                                       INDEX

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

             Index                                                                                             2

Part I.      Financial Information

Item 1.      a)     Consolidated balance sheets at June 30, 1998 and December 31, 1997                         3

             b)     Consolidated statements of operations for the three and six month periods ended June
                    30, 1998 and June 30, 1997                                                                 4

             c)     Consolidated statements of cash flows for the three and six month periods ended June
                    30, 1998 and June 30, 1997                                                                 5

             d)     Notes to consolidated financial statements                                                 6

Item 2.      Management's Discussion and Analysis of Financial Condition and Results of Operations
                                                                                                               7

Item 3.      Quantitative and Qualitative Disclosures About Market Risk                                        11

Part II.     Other Information                                                                                 12

             Signature                                                                                         14

             Index to Exhibits                                                                                 15
</TABLE>

                                                        2

<PAGE>


<TABLE>
                                                   PART I: FINANCIAL INFORMATION

ITEM 1.  Financial Statements

                                                          Conceptus, Inc.

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


<CAPTION>
                                                                                              June 30, 1998       December 31, 1997
                                                                                              -------------       -----------------
Assets                                                                                          (Unaudited)
<S>                                                                                               <C>                  <C>     
  Current assets:
    Cash and cash equivalents                                                                     $ 10,873             $  9,250
    Short-term investments                                                                           9,275               17,808
    Accounts receivable, net                                                                            72                  540
    Note receivable                                                                                    256                 --   
    Inventories                                                                                       --                    355
    Other current assets                                                                               308                  290
                                                                                                  --------             --------
  Total current assets                                                                              20,784               28,243

  Property and equipment, net                                                                        1,474                1,090

  Other assets                                                                                         122                  147
                                                                                                  --------             --------
                                                                                                  $ 22,380             $ 29,480
                                                                                                  ========             ========



Liabilities and stockholders' equity
  Current liabilities:
    Accounts payable                                                                              $    403             $    699
    Accrued compensation                                                                             1,182                  670
    Other accrued liabilities                                                                          121                  135
    Current portion of deferred revenue                                                                 97                   97
    Current portion of debt and capital lease obligations                                                8                   34
                                                                                                  --------             --------
  Total current liabilities                                                                          1,811                1,635

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

  Long-term portion of deferred revenue                                                                291                  340

  Commitments

  Stockholders' equity:
    Common stock, $0.003 par value, 30,000,000 shares authorized,                                   63,531               63,505
      9,535,942 and 9,495,053 shares issued and outstanding at
        June 30, 1998 and December 31, 1997, respectively
    Stockholder notes receivable                                                                       (54)                 (54)
    Deferred compensation                                                                             (149)                (216)
    Accumulated deficit                                                                            (43,050)             (35,731)
                                                                                                  --------             --------

  Total stockholders' equity                                                                        20,278               27,504
                                                                                                  --------             --------

                                                                                                  $ 22,380             $ 29,480
                                                                                                  ========             ========

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

                                                                 3

<PAGE>


<TABLE>
                                                          Conceptus, Inc.

                                               Consolidated Statements of Operations
                                                            (unaudited)
                                              (In thousands, except per share amounts)


<CAPTION>
                                                                                Three Months Ended              Six Months Ended
                                                                                     June 30,                       June 30,
                                                                               ----------------------        ----------------------
                                                                                1998           1997           1998            1997
                                                                               -------        -------        -------        -------
<S>                                                                            <C>            <C>            <C>            <C>    
Net sales                                                                      $    85        $   424        $   252        $   701
Cost of sales                                                                      676            752          1,512          1,194
                                                                               -------        -------        -------        -------

Gross profit (loss)                                                               (591)          (328)        (1,260)          (493)

Operating expenses:
  Research and development                                                       1,563          1,411          2,949          2,969
  Selling, general and administrative                                            2,042          1,483          3,819          3,048
                                                                               -------        -------        -------        -------

Total operating expenses                                                         3,605          2,894          6,768          6,017
                                                                               -------        -------        -------        -------

Operating loss                                                                  (4,196)        (3,222)        (8,028)        (6,510)

Interest and investment income, net                                                333            444            709            936
                                                                               -------        -------        -------        -------

Net loss                                                                       $(3,863)       $(2,778)       $(7,319)       $(5,574)
                                                                               =======        =======        =======        =======

Basic and diluted net loss per share                                           $ (0.41)       $ (0.30)       $ (0.77)       $ (0.60)
                                                                               =======        =======        =======        =======

Shares used in computing basic and diluted net loss per share                    9,517          9,348          9,510          9,287
                                                                               =======        =======        =======        =======

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

                                                                 4

<PAGE>


<TABLE>
                                                          Conceptus, Inc.

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


<CAPTION>
                                                                               Three Months Ended            Six Months Ended
                                                                                     June 30,                     June 30,
                                                                              -----------------------       -----------------------
                                                                                1998           1997           1998          1997
                                                                              --------       --------       --------       --------
<S>                                                                           <C>            <C>            <C>            <C>      
Cash flows used in operating activities
Net loss                                                                      $ (3,863)      $ (2,778)      $ (7,319)      $ (5,574)

Adjustments to reconcile net loss to net cash
        from (used in) operating activities:
                Depreciation and amortization                                      183            128            346            218
                Amortization of deferred compensation                               35            239             52            403
                Recognition of deferred revenue                                    (25)          --              (49)          --   
                Changes in operating assets and liabilities:
                        Accounts receivable                                        177           (186)           468           (256)
                        Note receivable                                             (6)          --             (256)          --   
                        Inventory                                                  327            225            355             31
                        Other current assets                                        11            639            (18)          (133)
                        Accounts payable                                          (277)           103           (296)           322
                        Accrued compensation                                       514            (55)           512            (43)
                        Other accrued liabilities                                   30           (176)           (14)           123
                                                                              --------       --------       --------       --------
Net cash from (used in) operating activities                                    (2,894)        (1,861)        (6,219)        (4,909)
                                                                              --------       --------       --------       --------
Cash flows from (used in) investing activities
Purchase of investments                                                        (10,072)        (8,963)       (18,522)       (22,954)
Maturities of investments                                                       12,276         11,873         27,055         26,056
Capital expenditures                                                              (221)          (558)          (718)          (711)
Change in other assets                                                            --             (890)            13           (890)
                                                                              --------       --------       --------       --------
Net cash from (used in) investing activities                                     1,983          1,462          7,828          1,501
                                                                              --------       --------       --------       --------
Cash flows from (used in) financing activities
Proceeds from issuance of common stock                                              31             76             40            138
Principal payments on debt and capital obligations                                  (8)           (32)           (26)           (75)
                                                                              --------       --------       --------       --------
Net cash from (used in) financing activities                                        23             44             14             63
                                                                              --------       --------       --------       --------
Net change in cash and cash equivalents                                           (888)          (355)         1,623         (3,345)
Cash and cash equivalents at beginning of period                                11,761         13,949          9,250         16,939
                                                                              --------       --------       --------       --------
Cash and cash equivalents at end of period                                    $ 10,873       $ 13,594       $ 10,873       $ 13,594
                                                                              ========       ========       ========       ========

Supplemental disclosure of cash flow information
Cash paid for interest                                                        $      1       $      3       $      2       $      7
                                                                              ========       ========       ========       ========

Supplemental disclosure of non cash financing information
Issuance of common stock to Microgyn shareholders                             $   --         $  1,000       $   --         $  1,000
                                                                              ========       ========       ========       ========

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

                                                                 5

<PAGE>


                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                    Unaudited

Note 1.  Summary of Significant Accounting Policies

Method of Preparation

         The accompanying consolidated balance sheet as of June 30, 1998 and the
consolidated statements of operations and cash flows for the three and six month
periods  ended June 30,  1998 and 1997 have been  prepared  by  Conceptus,  Inc.
("Conceptus" or the "Company"), without audit. In the opinion of management, all
adjustments,  consisting  only of normal  recurring  adjustments,  necessary  to
present fairly the financial position,  results of operations, and cash flows at
June 30, 1998, and for all periods presented,  have been made. The balance sheet
as of December 31, 1997 has been derived from audited financial statements as of
that date.

         Although  the  Company   believes   that  the   disclosures   in  these
consolidated financial statements are adequate to make the information presented
not  misleading,  certain  information  and  footnote  disclosures  required  by
Generally Accepted Accounting  Principles for complete financial statements have
been  omitted  pursuant  to the  rules and  regulations  of the  Securities  and
Exchange  Commission  ("SEC").   This  financial  data  should  be  reviewed  in
conjunction with the audited financial  statements and notes thereto included in
the  Company's  Form 10-K for the year ended  December 31, 1997.  The results of
operations for the three and six months ended June 30, 1998 may not  necessarily
be indicative of the operating results for the full 1998 fiscal year.

Computation of Net Loss Per Share

         Basic  earnings per share is computed using net income and the weighted
average number of common shares outstanding during the period.  Diluted earnings
per share is computed using net income and the weighted average number of common
and dilutive common equivalent shares outstanding during each period.  Under the
requirements for calculating basic earnings per share, the effect of potentially
dilutive  securities  such as stock  options is excluded.  Basic and diluted net
loss is computed  using the weighted  average  number of shares of common shares
outstanding.   The  computation  of  the  weighted   average  number  of  shares
outstanding  were (in thousands) 9,517 and 9,348 for the three months ended June
30, 1998 and 1997,  respectively,  and 9,510 and 9,287 for the six months  ended
June 30, 1998 and 1997, respectively.

Recent Accounting Pronouncements

         Effective  January 1, 1998, the Company  adopted  Financial  Accounting
Standards Board's Statement of Financial Accounting Standard No. 130 ("Statement
130"), Reporting  Comprehensive Income.  Statement 130 establishes new rules for
the reporting  and display of  comprehensive  income (loss) and its  components;
however, the adoption of Statement 130 had no impact on the Company's net income
(loss) or  stockholders'  equity.  Statement  130 requires  unrealized  gains or
losses on the Company's  available-for-sale  securities, which prior to adoption
were  reported  separately  in  stockholders'  equity,  to be  included in other
comprehensive   income  (loss).   Prior  year  financial  statements  have  been
reclassified  to conform to the  requirements of Statement 130. During the first
and second quarters of 1998 and 1997, total comprehensive  income (loss) was the
same as net income (loss) as unrealized gains and losses were immaterial.

                                       6

<PAGE>


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

         The  following  discussion  should  be read  in  conjunction  with  the
unaudited  financial  statements and notes thereto  included in Part I-Item 1 of
this  Quarterly  Report.  In  addition,  except  for the  historical  statements
contained therein, the following discussion contains forward-looking  statements
within the meaning of Section 21E of the  Securities  Exchange  Act of 1934,  as
amended.  The Company  wishes to alert readers that the factors set forth in the
Company's  Annual  Report on Form 10-K for the year ended  December 31, 1997, as
well as other  factors,  including  those set forth in the following  discussion
could in the future affect, and in the past have affected,  the Company's actual
results  and could  cause the  Company's  results  for future  periods to differ
materially from those expressed in any forward-looking  statements made by or on
behalf of the Company.


Overview

         Since its inception on September 18, 1992, Conceptus has been primarily
engaged in the design,  development  and marketing of innovative  interventional
medical devices for use in reproductive  medicine.  The Company's  initial focus
was on the  development  of systems to improve the  diagnosis  and  treatment of
fallopian  tube  disorders,  a primary cause of  infertility,  and on technology
designed to improve the safety and  ease-of-use of therapeutic  hysteroscopy,  a
growing,  less-invasive alternative to hysterectomy. The Company's current focus
is on providing a  non-surgical  approach to fallopian tube  sterilization,  the
most commonly performed  contraceptive  procedure  worldwide.  The Company has a
limited history of operations and has experienced  significant  operating losses
since inception. Operating losses are expected to continue for at least the next
several years as the Company continues to expend  substantial  resources to fund
clinical  trials in support of  regulatory  and  reimbursement  approvals and to
conduct research and product development.

         The Company's first commercial  products were the T-TAC  (Transcervical
Tubal  Access  Catheter)  and  STARRT  (Selective  Tubal  Assessment  to  Refine
Reproductive  Therapy)  Falloposcopy  systems.  In  February  1998,  the Company
received 510(k) clearance of its second generation STARRT catheter, the Stargate
Catheter,  a component of the  Company's  STARRT  Falloposcopy  system,  for the
diagnosis  of  proximal  tubal  occlusion  (PTO).  The  Stargate  Catheter  is a
modification of the VS Falloposcopy  Catheter,  which was previously  cleared by
the FDA for marketing in the United States. The Stargate Catheter is designed to
improve  visualization  of the  fallopian  tube by reducing  the amount of light
reflected  off of tubal  surfaces.  The  Company  introduced  the ERA and FUTURA
Resectoscope  Sleeve  products in the second half of 1997.  These products allow
the use of saline  solution  when  performing  hysteroscopic  procedures,  which
increases  the  safety  of  resection  procedures  by  eliminating  the  risk of
dilutional hyponatremia, a complication that can lead to serious heart, lung and
brain   disorders.   The  Company  received  510(k)  clearance  for  its  FUTURA
Resectoscope  Sleeve for urologic  applications in the first quarter of 1997. In
September 1997, the Company  received 510(k)  clearance for its ERA Resectoscope
Sleeve for gynecological  procedures. To date, the Company has generated limited
sales of these  commercial  products.  In connection  with the Company's  recent
restructuring,  which is discussed in more detail  below,  the Company  plans to
cease all direct sales of its commercial products.

                                       7

<PAGE>


         In  July  1998,  the  Company  announced  a  restructuring  which  will
significantly  reduce  its  spending  levels.  The  Company  has  eliminated  53
positions  worldwide,  since January 1, 1998, through both natural attrition and
employee  layoffs.  This  restructuring  resulted  in an  additional  charge  to
operating  expenses  of  $920,000 in the second  quarter of 1998,  comprised  of
$725,000  related to the  reduction in work force and $195,000 to fully  reserve
all  remaining   inventory.   The  number  of  employees   will  be  reduced  to
approximately  18 by the end of 1998.  Internal sales,  marketing and operations
positions  are  being  eliminated  and the  administrative  positions  are being
significantly  reduced. No research and development positions were eliminated as
a result of the restructuring.

         Given the  reduced  spending  levels,  the  Company  will  focus on its
research and  development  and clinical  studies of the S/TOP  (Selective  Tubal
Occlusion  Procedure)  device,  a  non-surgical  alternative  to surgical  tubal
ligation, the most commonly used method of sterilization.  The system utilizes a
unique micro-coil  designed to be permanently  implanted into the fallopian tube
in order to obtain effective sterilization.  Peri- and pre-hysterectomy patients
have  participated  in trials to determine the best  placement  position and the
tissue  response to the  implanted  microcoil.  In the second half of 1997,  the
Company  commenced  a small  Phase II  efficacy  study of the  S/TOP  system  in
Australia.  The Phase II study  involves  device  placement in fertile women who
desire permanent  sterilization.  Study patients will be monitored for a minimum
of two years.

         With the recent  restructuring,  the Company will seek to outlicense or
establish relationships with marketing partners to distribute the ERA and FUTURA
Resectoscope  Sleeves and the STARRT Falloposcopy  system. The Company currently
does not have any such  partners.  The  inability to  outlicense  or attract any
significant  marketing  partners  would  have a material  adverse  effect on the
Company's business,  financial condition or results of operations.  Furthermore,
there is no proven distribution  channel for marketing and selling the Company's
products in the United States or internationally. While the Company is committed
to establishing an effective distribution channel for its products, there can be
no assurance  that the Company will be successful in doing so. The failure to do
so would have a material  adverse  effect on the Company's  business,  financial
condition or results of operations.

         Some of the Company's  products are currently  manufactured  by certain
original  equipment   manufacturers  while  others  have  been  manufactured  by
Conceptus  at its  location  in  San  Carlos,  California.  As a  result  of the
restructuring,  the Company anticipates ceasing manufacturing of its products at
its San Carlos  location by the end of the third quarter of 1998.  Consequently,
the Company is seeking to out-source the  manufacturing  of its STARRT,  ERA and
FUTURA products.  The inability to successfully  out-source the manufacturing of
the Company's  products  could have a material  adverse  effect on the Company's
business,  financial  condition or results of  operations.  Future  revenues and
results of operations  may fluctuate  significantly  from quarter to quarter and
will depend upon,  among other  factors,  the ability to attract  marketing  and
out-source manufacturing partners, the timing and size of distributor purchases,
if any, actions relating to regulatory and reimbursement  matters, the extent to
which the Company's  products gain market  acceptance,  the progress of clinical
trials, and the introduction of competitive products for diagnosis and treatment
of disorders of the female reproductive system.

                                       8

<PAGE>


Results of Operations - Three and Six Months Ended June 30, 1998 and 1997

         Sales  decreased  to $85,000 and  $252,000 for the three and six months
ended June 30,  1998,  respectively,  from  $424,000  and  $701,000 for the same
periods  in the  prior  year.  The  80%  and 64%  decreases,  respectively,  are
primarily due to a cessation in shipments of the Company's  T-TAC  products to a
domestic distributor,  Mallinckrodt Group Inc., which was partially offset by an
increase in shipments of the  Company's  ERA products in the first half of 1998.
ERA products were not shipped in the first half of 1997, as the 510(k) clearance
on the ERA product was not received until September 1997. It is anticipated that
revenues  will continue to decrease  during the third  quarter of 1998,  with no
revenues  anticipated  during the fourth  quarter,  as the  Company  focuses its
resources on the research and development of its S/TOP device and the operations
group is eliminated. Domestic sales comprised 96% and 78% of sales for the three
and six month periods ended June 30, 1998,  respectively,  compared with 87% and
88% in the prior year periods.

         Cost of sales decreased to $676,000 for the three months ended June 30,
1998 and  increased  to  $1,512,000  for the six  months  ended  June 30,  1998,
respectively,  from  $752,000 and  $1,194,000  for the same periods in the prior
year. The 10% decrease in cost of sales for the second quarter of 1998 is due to
the cessation in unit  shipments of the Company's  T-TAC  products to a domestic
distributor in the second quarter of 1998 partially offset by an increase in the
inventory  reserve to fully reserve the remaining  inventory balance at June 30,
1998.  The 27%  increase in cost of sales for the six months ended June 30, 1998
is due to an increase in inventory  reserves to fully  reserve for the remaining
inventory,  and to royalties  paid related to the  acquisition  of the exclusive
manufacturing rights of the ERA and FUTURA products.

         Research and development  ("R&D") expenses,  which include clinical and
regulatory expenses, increased to $1,563,000 for the three months ended June 30,
1998 and  decreased  to  $2,949,000  for the six  months  ended  June 30,  1998,
respectively,  from  $1,411,000 and $2,969,000 for the same periods in the prior
year.  The 11%  increase  for the  second  quarter of 1998 is  primarily  due to
severance expense as a result of employee layoffs, and increased R&D efforts and
cost  associated  with clinical  trials on the S/TOP  device.  This increase was
partially  offset  by a  decrease  in  R&D  efforts  required  to  complete  the
development of the ERA and FUTURA products at Medical  Scientific,  Inc. The R&D
efforts were subsequently  transferred to the Company which are now running at a
reduced  level of  spending.  The 1% decrease in R&D expenses for the six months
ended  June 30,  1998 is a  result  of the  factors  noted  above,  as well as a
decrease in consulting expenses.

         Selling,  general and  administrative  ("SG&A")  expenses  increased to
$2,042,000  and  $3,819,000  for the three and six months  ended June 30,  1998,
respectively,  from  $1,483,000 and $3,048,000 for the same periods in the prior
year. The 38% and 25% increases, respectively, are due to severance expense as a
result of employee layoffs, legal and consulting costs associated with corporate
strategic  planning,  additional  rent as a  result  of  leasing  an  additional
facility,  which is  intended to be sublet  during the second half of 1998,  and
$401,000  associated with fully  reserving the  outstanding  balance from Imagyn
Medical Technologies,  Inc. ("Imagyn").  The distribution  agreement with Imagyn
was terminated in the second quarter of 1998 because Imagyn had not made payment
on its purchases of FUTURA products.

         Net interest and investment  income  decreased to $333,000 and $709,000
for the three and six months ended June 30, 1998,  respectively,  from  $444,000
and $936,000 for the same periods in the prior year. The decreases for the three
and six months ended June 30, 1998 are a result of lower  average cash  balances
due to the  utilization of cash for operations.  Interest  expense for the three
and six  months  ended  June 30,  1998 and the  amount  for the same  respective
periods in the prior year are immaterial.

                                       9

<PAGE>


         As a  result  of the  items  discussed  above,  net loss  increased  to
$3,863,000  and  $7,319,000  for the three and six months  ended June 30,  1998,
respectively,  from $2,778,000 and $5,574,000 for the same respective periods in
1997.

         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 its S/TOP device,
and since 1996, the ERA and FUTURA product lines. The Company has generated only
limited revenues and has only limited experience in manufacturing,  marketing or
selling its products in commercial quantities. As a result of the restructuring,
the Company will focus primarily in research and development of its S/TOP device
and will not  directly  manufacture,  market  or sell any of its  products.  The
Company has experienced  significant operating losses since inception and, as of
June 30, 1998, had an accumulated deficit of $43.1 million.  The Company expects
its  operating  losses to  continue  for at least the next  several  years as it
continues to expend  substantial  resources in research and product  development
and funding  clinical trials in support of its S/TOP device.  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

         At June 30, 1998,  Conceptus had cash, cash equivalents and investments
of $20.1 million, compared with $27.1 million at December 31, 1997. The decrease
is  primarily  due  to  $6.2  million  used  in  operating  activities.  Capital
expenditures  of $718,000 for the first half of 1998  remained flat with capital
expenditures of $711,000 in the prior year period.  Capital  expenditures in the
first half of 1998 represent leasehold  improvements and furniture and equipment
for a new leased  facility,  while capital  expenditures  for the same period in
1997  represent   expenditures   for  a  new  enterprise   computer  system  and
expenditures  necessary to support the growth in employees.  It is  management's
intention to sublease excess facility space caused by the  restructuring,  which
has a monthly  lease  payment of  $21,000.  Cash  outflow for the second half of
1998, exclusive of payments of $725,000 in restructuring  charges to be paid out
over the third and fourth quarters, should be substantially lower than the first
half of 1998.

         As a result of the restructuring,  Conceptus believes that its existing
capital  resources  will be  sufficient  to fund its  operations  through  2000.
However,  the Company's  future liquidity and capital  requirements  will depend
upon numerous factors, including the progress of the Company's clinical research
and product development programs, the receipt of and the time required to obtain
regulatory clearances and approvals, and the resources devoted to developing the
Company's S/TOP product. Accordingly, there can be no assurance that the Company
will not require additional financing within this time frame and, therefore, may
in the future seek to raise additional  funds through bank  facilities,  debt or
equity offerings or other sources of capital. Furthermore, any additional equity
financing may be dilutive to stockholders, and debt financing, if available, may
involve  restrictive  convenants.  Additional  funding may not be available when
needed or on terms  acceptable  to the  Company,  which  would  have a  material
adverse  effect on the Company's  business,  financial  condition and results of
operations.

                                       10

<PAGE>


         The "Year 2000 issue" arises because most computer systems and programs
were  designed to handle only a two-digit  year,  not a four-digit  year.  These
computer  systems and  programs  may  interpret  "00" as the year 1900 and could
either  stop  processing   date-related   computations  or  could  process  them
incorrectly in the year 2000.  The Company has been informed by its  information
system  vendors that such  systems are able to process the year 2000  accurately
and  accordingly  does  not  anticipate  any  Year  2000  issues  from  its  own
information  systems,  databases  or  programs.  However,  the Company  could be
adversely impacted by Year 2000 issues faced by major  distributors,  suppliers,
customers,  vendors and financial service  organizations  with which the Company
interacts.  The Company is in the process of  developing a plan to determine the
impact  that third  parties  which are not year 2000  compliant  may have on the
operations of the Company. There can be no assurance that such plan will be able
to address  fully,  or at all, the impact of the Year 2000 issue on the Company,
which  could  have a  material  adverse  effect  upon  the  Company's  business,
financial condition and results of operations.


Item 3.  Quantitative and Qualitative Disclosures About Market Risk

         Not applicable.

                                       11

<PAGE>


                           PART II. OTHER INFORMATION



Item 1.  Legal Proceedings

         There are no material pending or threatened legal  proceedings  against
the Company.  The Company from time to time is involved in routine legal matters
incident to its  business.  While  management  currently  believes the amount of
ultimate  liability,  if any, with respect to these actions will not  materially
affect the  financial  position,  results of  operations,  or  liquidity  of the
Company, the ultimate outcome of any litigation is uncertain.


Item 2.  Changes in Securities

         None.

Item 3.  Defaults in Senior Securities

         None.

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

         At the Annual Meeting of Stockholders  of the  Registrant,  held on May
26, 1998, the stockholders approved the following proposals as indicated below:


         (1) To elect Class I directors to serve a term of three years and until
         their successors are elected:

               NOMINEE                       IN FAVOR            WITHHELD
               Richard D. Randall            6,140,660            50,843
               Robert F. Kuhling             6,140,660            50,843


                  The  Company's  Class II  directors,  comprised  of  Thomas C.
         McConnell and Howard D. Palefsky, and Class III directors, comprised of
         Kathryn A. Tunstall,  Sanford Fitch and Dr. Florence Comite, have terms
         which will end at the Annual Meetings of Stockholders in 1999 and 2000,
         respectively.


         (2) To ratify the appointment of Ernst & Young LLP as the  Registrant's
         independent auditors for the fiscal year ending December 31, 1998:

                FOR           AGAINST         ABSTAIN          BROKER NON-VOTE
             6,182,533         3,950           5,020              3,315,425

                                       12

<PAGE>


Item 5.  Other Information

         None.

Item 6.  Exhibits and Reports on Form 8-K

         (a)   Exhibit 27

                  Exhibit 27        Financial Data Schedule

         (a)   Reports on Form 8-K.

                  None.

                                       13

<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:    July  24, 1998

                                       14

<PAGE>


                                INDEX TO EXHIBITS


 Exhibit
  Number                                  Description
  ------                                  -----------

   27                               Financial Data Schedule

                                       15