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                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                   FORM 10-Q/A
                                 AMENDMENT NO. 1


[X]     Quarterly report pursuant to Section 13 or 15(d) of the Securities
        Exchange Act of 1934.

For the quarter period ended December 31, 1996

                                       OR

[ ]     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: 0-10640


                              COLLAGEN CORPORATION

             (Exact name of registrant as specified in its charter)


        Delaware                                  94-2300486 
        --------                                  ---------- 
 State of Incorporation                  I.R.S. Employer Identification No.


                 2500 Faber Place, Palo Alto, California 94303
                            Telephone: (415) 856-0200


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 the past 90 days.

                              Yes  X          No
                                 -----           -----

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.

As of January 31, 1997, Registrant had outstanding 8,766,077 shares of common
stock, exclusive of 1,947,900 shares held by the Registrant as treasury stock.




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The Registrant hereby amends its Quarterly Report on Form 10-Q for the period 
ended December 31, 1996 to refile Exhibit 10.86 pursuant to a grant of 
confidential treatment with respect to such Exhibit.


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                           PART II. OTHER INFORMATION
                              COLLAGEN CORPORATION



Item 6.  Exhibits and Reports on Form 8-K

     A.  Exhibits


        Exhibit 10.86*         License, Supply and International Distribution
                               Agreement between Registrant and Cosmederm
                               Technologies, Inc. dated September 6, 1996








*Confidential treatment has been granted for portions of this Exhibit.



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                                   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.




                                        COLLAGEN AESTHETICS, INC.
                                        (FORMERLY COLLAGEN CORPORATION)





Date:  December 23, 1998                /s/ Gary S. Petersmeyer          
       -----------------                -------------------------------------
                                        Gary S. Petersmeyer
                                        President and Chief Executive Officer




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                              COLLAGEN CORPORATION
                                INDEX TO EXHIBITS




<TABLE>
<CAPTION>
Exhibit Number                              Description
--------------                              -----------
<S>                    <C>                                                 
Exhibit 10.86*         License, Supply and International Distribution
                       Agreement between Registrant and Cosmederm Technologies,
                       Inc. dated September 6, 1996
</TABLE>

*Confidential treatment has been granted for portions of this Exhibit.



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