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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, 2000

[ ]  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 September 30, 2000,  11,668,964 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, 2000
<TABLE>
                                      INDEX

<CAPTION>
                                                                                           Page

<S>       <C>                                                                              <C>
          Facing sheet                                                                      1

          Index                                                                             2

Part I.   Financial Information

Item 1.   a)  Consolidated balance sheets at September 30, 2000
              and December 31, 1999                                                         3

          b)  Consolidated statements of operations for the three- and nine-month
              periods ended September 30, 2000 and September 30, 1999                       4

          c)  Consolidated statements of cash flows for the nine-month periods
              ended September 30, 2000 and September 30, 1999                               5

          d)  Notes to consolidated financial statements                                    6

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

Item 3.   Quantitative and Qualitative Disclosures About Market Risk                       11

Part II.  Other Information                                                                12

          Signature                                                                        13

          Index to Exhibits                                                                14
</TABLE>

<PAGE>

                       PART I: FINANCIAL INFORMATION

ITEM 1.  Financial Statements

<TABLE>
                              Conceptus, Inc.

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

<CAPTION>
                                                                        September 30,   December 31,
                                                                            2000           1999
                                                                          --------       --------
                                                                        (Unaudited)      (Note 1)
<S>                                                                       <C>            <C>
Assets
      Current assets:
           Cash and cash equivalents                                         8,139          3,494
           Short-term investments                                            7,958          7,275
           Accounts receivable                                                  18             18
           Other current assets                                                248             94
                                                                          --------       --------

      Total current assets                                                  16,363         10,881

      Property and equipment, net                                              960            845

      Other assets                                                              54            177
                                                                          --------       --------

Total assets                                                              $ 17,377       $ 11,903
                                                                          ========       ========


Liabilities and stockholders' equity
      Current liabilities:
           Accounts payable                                               $    364       $    130
           Clinical trial accruals                                             492            259
           Accrued compensation                                                514            235
           Other accrued liabilities                                           226            227
                                                                          --------       --------

      Total current liabilities                                              1,596            851

      Other long-term liabilities                                               65            138

      Commitments

      Stockholders' equity:
           Common stock, $0.003 par value, 30,000,000 shares authorized,    76,715         63,609
             11,668,964 and 9,661,731 shares issued and outstanding at
             September 30, 2000 and December 31, 1999, respectively
           Accumulated deficit                                             (60,999)       (52,695)
                                                                          --------       --------

      Total stockholders' equity                                            15,716         10,914
                                                                          --------       --------

                                                                          $ 17,377       $ 11,903
                                                                          ========       ========
<FN>
                                      See accompanying notes
</FN>
</TABLE>


                                       3
<PAGE>
<TABLE>
                                   Conceptus, Inc.

                       Consolidated Statements of Operations
                                     (Unaudited)
                      (In thousands, except per share amounts)
<CAPTION>

                                              Three Months Ended       Nine Months Ended
                                                 September 30,           September 30,
                                             --------------------    --------------------
                                                 2000        1999        2000        1999
<S>                                          <C>         <C>         <C>         <C>
Net Sales                                    $   --      $     14    $   --      $     82
Cost of Sales                                    --            28        --           111
                                             --------    --------    --------    --------

Gross profit (loss)                              --           (14)       --           (29)

Operating expenses:
       Research and development                 2,644       1,204       6,030       2,955
       Selling, general and administrative      1,274       1,135       3,239       2,399
                                             --------    --------    --------    --------

Total operating expenses                        3,918       2,339       9,269       5,354
                                             --------    --------    --------    --------

Operating loss                                 (3,918)     (2,353)     (9,269)     (5,383)

Recovery of legal defense costs                  --          --           513        --
Interest and other income, net                    263         197         452         646
                                             --------    --------    --------    --------

Net loss                                     $ (3,655)   $ (2,156)   $ (8,304)   $ (4,737)
                                             ========    ========    ========    ========


Basic and diluted net loss per share         $  (0.33)   $  (0.22)   $  (0.82)   $  (0.49)
                                             ========    ========    ========    ========

Shares used in computing basic and diluted
   net loss per share                          11,163       9,629      10,182       9,625
                                             ========    ========    ========    ========

<FN>

                                      See accompanying notes
</FN>
</TABLE>

                                       4
<PAGE>

                                Conceptus, Inc.

                      Consolidated Statements of Cash Flows
                                   (Unaudited)
                                 (In thousands)

                                                         Nine Months Ended
                                                           September 30,
                                                       --------------------
                                                           2000        1999
Cash flows from operating activities
Net loss                                               $ (8,304)   $ (4,737)
Adjustments to reconcile net loss to net
   cash used in operating activities:
   Depreciation and amortization                            392         471
   Amortization of deferred compensation                   --            67
   Changes in operating assets and liabilities
     Accounts receivable                                   --           120
     Notes receivable                                      --          (195)
     Other current assets                                  (154)       (107)
     Accounts payable                                       234          69
     Clinical trial accruals                                233         148
     Accrued compensation                                   279        (210)
     Other accrued liabilities                               (1)         21
     Other long-term liabilities                            (73)        (80)
                                                       --------    --------
Net cash used in operating activities                    (7,394)     (4,433)
                                                       --------    --------

Cash flows from investing activities
   Purchases of investments                              (6,834)       --
   Maturities of investments                              6,151       2,801
   Capital expenditures                                    (507)        (15)
   Change in other assets                                   123          60
                                                       --------    --------
Net cash (used in) provided by investing activities      (1,067)      2,846
                                                       --------    --------

Cash flows from financing activities
   Proceeds from issuance of common stock                13,106           3
                                                       --------    --------
Net cash provided by financing activities                13,106           3
                                                       --------    --------

Net increase (decrease) in cash and cash equivalents      4,645      (1,584)
Cash and cash equivalents at beginning of period          3,494      11,503
                                                       --------    --------
Cash and cash equivalents at end of period             $  8,139    $  9,919
                                                       ========    ========


                              See accompanying notes


                                       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 September 30, 2000
and the consolidated  statements of operations and cash flows for the three- and
nine-month  periods  ended  September  30,  2000 and 1999 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 September 30, 2000, 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").  The balance  sheet at December 31, 1999 has been
derived from the audited financial  statements at that date. 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, 1999. The results of operations for the nine months ended September 30, 2000
may not  necessarily  be indicative  of the operating  results for the full 2000
fiscal year.

Stockholders' Equity

         In July 2000, the Company completed a private placement of 1.94 million
shares of newly  issued  common  stock at $7.2531  per share,  pursuant to Stock
Purchase Agreements dated July 20, 2000. The net proceeds to the Company,  after
fees and expenses, were approximately $13.1 million.

Litigation Cost Recovery

         During the first half of 2000,  the Company  received an  aggregate  of
$513,000  for  recovery  of  legal  defense  costs in  connection  with a sexual
harassment lawsuit filed against the Company in December 1997. The receipts were
primarily from its Directors' and Officers'  liability insurance policy and were
recorded as other income.

Computation of Net Loss Per Share

         Basic net loss per share is computed using the weighted  average number
of common shares  outstanding  during the period.  Diluted net loss per share is
computed  using  the  weighted  average  number of common  and  dilutive  common
equivalent  shares  outstanding  during each period.  Under the requirements for
calculating  basic  net loss per  share,  the  effect  of  potentially  dilutive
securities  such as stock  options is  excluded.  Basic and diluted net loss per
share are  equivalent  for all periods  presented  due to the Company's net loss
position.

Comprehensive Income

         During the first nine months of 2000 and 1999, total comprehensive loss
approximates net loss as unrealized gains and losses were immaterial.


                                       6
<PAGE>


New Accounting Pronouncements

         In June 1998, the Financial Accounting Standards Board issued Statement
of Financial  Accounting Standards No. 133, "Accounting for Derivative Financial
Instruments and Hedging  Activities" ("SFAS 133") which provides a comprehensive
and consistent  standard for the  recognition and measurement of derivatives and
hedging  activities.  SFAS 133,  as  amended,  is  required to be adopted by the
Company  effective  January 1, 2001 and is not  anticipated to have an impact on
the Company's  results of  operations or financial  position when adopted as the
Company holds no derivative financial  instruments and does not currently engage
in hedging activities.

         In December 1999, the Securities and Exchange  Commission  issued Staff
Accounting Bulletin No. 101 "Revenue Recognition in Financial  Statements" ("SAB
101").  SAB 101  summarizes  the  SEC's  views in  applying  generally  accepted
accounting principles to revenue recognition.  SAB 101 is required to be adopted
by the Company in the fourth  quarter of 2000 and is not  anticipated  to have a
material  impact on the Company's  results of  operations or financial  position
when adopted.

         In March 2000,  the Financial  Accounting  Standards  Board issued FASB
Interpretation No. 44 ("FIN 44"), "Accounting for Certain Transactions Involving
Stock  Compensation - an Interpretation of APB Opinion No. 25." FIN 44 clarifies
the  application  of APB Opinion No. 25 and,  among other issues,  clarifies the
following:  the  definition  of an employee for purposes of applying APB Opinion
No.  25;  the  criteria  for   determining   whether  a  plan   qualifies  as  a
noncompensatory plan; the accounting consequence of various modifications to the
terms of the  previously  fixed  stock  options  or  awards;  accounting  for an
exchange  of  stock  compensation  awards  in a  business  combination;  and the
accounting and separate-entity  reporting of awards granted between companies in
a consolidated  group. The adoption of this  interpretation had no impact on the
company's results of operations or financial condition.


                                       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 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 risk factors set forth in
the Company's  Annual Report on Form 10-K for the year ended  December 31, 1999,
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  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  focus is to
develop the STOPTM non-surgical  permanent  contraception device for women. STOP
is designed to be a less-invasive, safer and less costly alternative to surgical
sterilization,  more commonly known as tubal  ligation.  A STOP procedure can be
performed in an office setting with local  anesthesia,  does not require cutting
of the abdominal cavity, and is typically completed in less than 20 minutes.

         Based on available data as of 1998,  the United  Nations  estimate that
33% of worldwide reproductive couples using contraception rely on surgical tubal
ligation.  A survey performed by the Centers for Disease Control  indicates that
surgical  tubal  sterilization  is the number one form of  contraception  in the
United  States,  and  35% of  women  aged  35 - 44  have  had a  surgical  tubal
sterilization.  An estimated  800,000  surgical  tubal  ligations  are performed
annually in the U.S., of which 93% are  performed in a hospital or  surgi-center
under  general  anesthesia.  Based  on the high  prevalence  of  surgical  tubal
ligation  and the  technological  advantages  of the STOP  device,  the  Company
believes that there is a large market opportunity for the STOP device.

         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.  Future
revenues and results of operations may fluctuate  significantly  from quarter to
quarter  and will depend  upon,  among  other  factors,  the extent to which the
Company's  products  gain market  acceptance,  the progress of clinical  trials,
actions relating to regulatory and  reimbursement  matters,  the introduction of
competitive  contraception  products,  the ability to attract marketing partners
and out-source manufacturing,  and the rate at which the Company establishes its
domestic and international distribution capabilities.

Commercialization Timeline

         In May 2000,  Conceptus commenced a pivotal trial on its STOP device to
support  pre-market  approval  application  with  the  FDA.  The  trial is being
conducted in clinical  sites in the U.S.,  Australia,  and Europe,  and to date,
there are 14  approved  sites.  The  pivotal  trial will  include 400 women with
bilateral  placement  of the  STOP  device  through  one  year of  effectiveness
testing. The pre-market portion


                                       8
<PAGE>


of the trial is planned to be completed in 2002,  and FDA approval to market the
STOP device in the U.S. is planned in 2003.

         Prior to FDA approval,  however,  the Company intends to market STOP in
certain  international  countries upon clearance from local governmental bodies.
In  Australia,  the Company has begun the process of  establishing  distribution
capabilities  and plans to begin  commercial  sales in the first  quarter  2001.
Additionally,  the Company  plans to  commercially  introduce the STOP device in
certain Asian  markets in the second half of 2001.  The strategy for Europe will
vary, given different governmental processes in each country.  Accordingly,  the
Company plans to obtain the CE Mark for STOP during the fourth  quarter of 2000,
which is necessary to begin  clinical  trials on a  country-by-country  basis in
Europe in pursuit of reimbursement and widespread commercialization in 2002. The
Company  recognizes  the large  volume  of  sterilization  procedures  currently
performed in China and India and other developing countries, and plans are being
developed to explore those markets.  However, the Company will focus its initial
commercialization  efforts in developed countries where the health care delivery
infrastructure  is well  established and the potential for  profitability in the
country is reasonable.

Clinical Status

         As of October 19,  2000,  STOP devices have been placed in 137 women in
the pivotal trial.  The Company  expects  enrollment to accelerate over the next
few months and believes it will  complete  enrollment  in the second  quarter of
2001,  particularly  after  receiving a dramatic  response from over 3,000 women
interested in entering the study after recent recruiting efforts.

         Based on audited Phase II clinical data as of July 27, 2000,  187 women
evaluated in the Phase II study have accumulated  1,520  woman-months of patient
satisfaction  and safety data with a low rate of adverse events.  These patients
have been followed for varying lengths of time. Device placement was achieved in
90% of patients. In 93% of the cases, device placement was performed without the
use of general  anesthesia,  and 91% of patients reported their tolerance to the
device placement procedure as "good" to "excellent". Patient tolerance to device
wearing after the placement has been rated as "good" to  "excellent" in over 99%
of patients in the follow-up visits completed thus far.

         Over 200  patients  have  been  enrolled  into the Phase II study as of
October 19, 2000,  and data  currently  supports a projected  first year minimum
effectiveness  rate of 97% using the industry  standard  confidence  level.  The
Company notes that no method of  contraception is and can be expected to be 100%
effective and in fact,  surgical tubal ligation has a first-year failure rate of
 .5% - 2.4%, depending on the specific sterilization technique.  Accordingly, the
Company  expects  pregnancies to occur in the clinical trial and has obtained an
Investigational  Device Exemption from the FDA that specifies the maximum number
of  pregnancies  that  can be  tolerated  in the  pivotal  study  to meet  study
objectives.

         In  addition  to the  Phase  II  study,  the  STOP  device's  theorized
mechanism of action was evaluated in hysterectomy  patients who wore the devices
for varying lengths of time prior to their hysterectomy.  Data obtained from the
histological  analysis of the  fallopian  tubes in these  patients  supports the
theorized  mechanism of action of the STOP device.  Specifically,  the polyester
fibers in the device  elicit a local,  benign tissue  reaction  which alters the
function and architecture of the fallopian tube and is occlusive in nature. This
tissue  reaction is expected to result in both  long-term  device  retention and
pregnancy prevention.


                                       9
<PAGE>


Results of Operations - Three and Nine Months Ended September 30, 2000 and 1999

         Sales  decreased  $14,000  and  $82,000  to zero for the three and nine
months  ended  September  30, 2000 from the same  periods in the prior year.  In
1998, Conceptus ceased active marketing and distribution of the TTAC, STARRT and
ERA and FUTURA  products and is focused on the STOP product,  which  resulted in
the elimination of revenue for the current year. The Company expects revenues to
remain  zero in 2000 as it  continues  to seek  regulatory  approval of the STOP
device in the U.S. and various other countries.

         Cost of sales decreased  $28,000 and $111,000 to zero for the three and
nine months  ended  September  30, 2000 from the same periods in the prior year.
The decrease is due to the Company ceasing active  marketing and distribution of
the TTAC, STARRT, ERA and FUTURA products to focus solely on the STOP product.

         Research and development  ("R&D") expenses,  which include clinical and
regulatory  expenses,  increased  120% to $2,644,000  for the three months ended
September 30, 2000,  from  $1,204,000  for the same period in the prior year. In
the nine months  ended  September  30,  2000,  R&D  expenses  increased  104% to
$6,030,000  from $2,955,000 for the same period in the prior year. The increases
are primarily due to patient  recruitment  and  enrollment  costs related to the
Company's  pivotal  trial  and  scale up of the  Company's  pilot  manufacturing
operations.

         Selling,  general and administrative ("SG&A") expenses increased 12% to
$1,274,000 for the three months ended  September 30, 2000,  from  $1,135,000 for
the same period in the prior year. In the nine months ended  September 30, 2000,
SG&A expenses increased 35% to $3,239,000 from $2,399,000 for the same period in
the prior year.  The  increases  are due largely to  marketing  expenditures  in
support of the planned commercial  introduction of the STOP product in Australia
in first quarter 2001.

         During the first half of 2000,  the Company  received an  aggregate  of
$513,000,  primarily  from its Directors' and Officers'  insurance  policy,  for
legal defense costs reimbursement in connection with a sexual harassment lawsuit
filed  against the Company in December  1997.  The receipt was recorded as other
income and the Company does not expect additional recovery.

         Net  interest  and other  income  increased  to $263,000  for the three
months ended  September  30, 2000 from $197,000 for the same period in the prior
year due to  investment  income on proceeds  received from the July 2000 private
placement.  Net  interest  and other  income  decreased to $452,000 for the nine
months ended  September  30, 2000 from $646,000 for the same period in the prior
year  primarily as a result of lower  average  invested cash balances due to the
usage  of cash for  operations.  Interest  expense  for the  nine  months  ended
September 30, 2000 and 1999 were immaterial.

         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 STOP 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.  The Company has  experienced
significant  operating losses since inception and, as of September 30, 2000, had
an  accumulated  deficit of $61.0  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 STOP  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.


                                       10
<PAGE>


Liquidity and Capital Resources

         At  September  30,  2000,  Conceptus  had cash,  cash  equivalents  and
investments of $16.1 million,  compared with $10.8 million at December 31, 1999.
The net increase of $5.3 million during the nine months ended September 30, 2000
was due primarily to net proceeds of $13.1  million  received from the July 2000
private placement, partly offset by cash outlays consisting of $7.4 million used
in operating activities and $384,000 used for investing activities.  The Company
believes that the annual cash  expended in calendar year 2001 could  increase to
$15 million - $20 million as the Company scales up its manufacturing and quality
assurance  operations  and  increases   marketing,   sales,  and  administrative
personnel and  expenditures  to  commercially  launch the STOP device in various
markets.

         Conceptus   believes  that  its  existing  capital  resources  will  be
sufficient  to  complete  enrollment  in the  STOP  pivotal  trial  but does not
currently have  sufficient  capital  resources to fund completion of the pivotal
trial nor the funds to successfully commercialize the STOP product. Accordingly,
the Company may require  additional  financing and therefore,  may in the future
seek to raise additional funds through bank facilities, debt or equity offerings
or other sources of capital. Furthermore, any additional equity financing may be
dilutive  to  stockholders,  and  debt  financing,  if  available,  may  involve
restrictive  convenants.  Additional funding may not be available when needed or
on terms  acceptable to the Company,  which would have a material adverse effect
on the Company's business,  financial  condition and results of operations.  The
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,  execution and implementation of partnering  arrangements,
the  receipt  of and the time  required  to  obtain  regulatory  clearances  and
approvals, and the resources devoted to developing,  manufacturing and marketing
the Company's products.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk

The Company's cash balances in excess of short-term operating needs are invested
in highly liquid short-term  government  securities and high quality  commercial
paper. Due to the short-term and high quality nature of these  instruments,  the
Company  believes  these  financial  instruments  are  exposed to a low level of
interest rate risk.


                                       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 and Use of Proceeds

         On July 21, 2000,  the Company  sold and issued 1.94 million  shares of
its common stock (the  "Shares") for $7.2531 per share to certain  institutional
and  other  accredited  investors  (the  "Purchasers")  in a  private  placement
transaction (the "Private  Placement") exempt from registration under Regulation
D promulgated  under the  Securities  Act of 1933,  as amended (the  "Securities
Act").  Pursuant to the terms of certain Stock Purchase Agreements,  dated as of
July 20, 2000, by and among the Company and the  Purchasers,  on August 1, 2000,
the Company filed a Registration  Statement on Form S-3, SEC file no. 333-45798,
with respect to certain  resales of the Shares by the Purchasers on a delayed or
continuous  basis under Rule 415 of the Securities  Act. The net proceeds to the
Company from the sale of the Shares, after fees and expenses, were approximately
$13.1  million.  These funds will be used for working  capital and are currently
invested in investment-grade instruments.

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       Form of Stock Purchase  Agreement,  dated as of July 20, 2000,
                  by and among the Company and the Purchasers  (incorporated  by
                  reference to the Company's Registration Statement on Form S-3,
                  file no. 333-42798, filed with the SEC on August 1, 2000).

         27       Financial Data Schedule

         (b)  Reports on Form 8-K.


              On July 28, 2000,  the Company filed a current  report on Form 8-K
              under Item 5 ("Other  Events")  reporting  the  completion  of the
              Private  Placement  and the  issuance of a press  release  related
              thereto.


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<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/ OLIVER BROUSE
                                         ---------------------------------------
                                             Oliver Brouse
                                             Principal Accounting Officer

Date:    November 9, 2000


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<PAGE>

                                INDEX TO EXHIBITS

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

         10            Form of Stock Purchase  Agreement,  dated as of July
                       20,   2000,   by  and  among  the  Company  and  the
                       Purchasers   (incorporated   by   reference  to  the
                       Company's  Registration  Statement on Form S-3, file
                       no.  333-42798,  filed  with  the SEC on  August  1,
                       2000).

         27            Financial Data Schedule


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