<PAGE>   1

                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 March 31, 1998

                                       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.

               1850 Embarcadero Road, Palo Alto, California 94303
                            Telephone: (650) 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 April 30, 1998, Registrant had outstanding 8,959,631 shares of common
stock, exclusive of 1,972,900 shares held by the Registrant as treasury stock.


                                       1
<PAGE>   2
 The undersigned registrant hereby amends Item 1. Financial Statements and
Management's Discussion and Analysis of Financial Condition and Results of
Operations of Part I of its Quarterly Report on Form 10-Q and Item 27. Financial
Data Schedule for the quarter ended March 31, 1998, as set forth below in order
to restate the previously reported cost of sales recorded on the registrant's
Consolidated Statements of Operations for the quarter and nine months ended
March 31, 1998, and to restate the previously reported inventory reported on the
registrant's Consolidated Balance Sheet at March 31, 1998.


                                       2
<PAGE>   3

                              COLLAGEN CORPORATION

                                      INDEX



<TABLE>
<CAPTION>
PART I.        Financial Information                                           Page No.

<S>                                                                             <C>
Consolidated Balance Sheets -
March 31, 1998  and June 30, 1997                                                   4

Consolidated Statements of Operations -
Three and nine months ended March 31, 1998 and 1997                                 5

Condensed Consolidated Statements of Cash Flows -
Nine months ended March 31, 1998 and 1997                                           6

Notes to Condensed Consolidated Financial Statements                             7-10

Management's Discussion and Analysis of Financial
Condition and Results of Operations                                             11-21



PART II.       Other Information


Other Information                                                               22-23


Signatures                                                                         24
</TABLE>

                                       3
<PAGE>   4

                              COLLAGEN CORPORATION
                           CONSOLIDATED BALANCE SHEETS
                                   (Unaudited)
               (In thousands, except share and per share amounts)

<TABLE>
<CAPTION>
                                                                                March 31,       June 30,
                                                                                  1998           1997 *
                                                                              ------------    ------------
<S>                                                                           <C>             <C>         
ASSETS
   Current assets:
     Cash and cash equivalents                                                $     15,755    $     18,481
     Short-term investments                                                          2,542           5,117
     Accounts receivable, net                                                       11,515          10,759
     Inventories, net                                                               14,344          14,293
     Other current assets, net                                                       8,002           9,314
                                                                              ------------    ------------
           Total current assets                                                     52,158          57,964

   Property and equipment, net                                                      15,418          15,260
   Intangible assets and goodwill, net                                              12,576          14,764
   Investment in Boston Scientific Corporation                                      75,455          83,874
   Other investments and assets, net                                                14,999          13,049
                                                                              ------------    ------------
                                                                              $    170,606    $    184,911
                                                                              ============    ============

LIABILITIES AND STOCKHOLDERS' EQUITY
  Current liabilities:
       Accounts payable                                                       $      2,205    $      2,638
     Other accrued liabilities                                                      13,850          13,638
     Income taxes payable                                                            9,883           9,376
     Notes payable                                                                      --              70
                                                                              ------------    ------------
           Total current liabilities                                                25,938          25,722

   Long-term liabilities:
     Deferred income taxes                                                          32,293          35,448
     Other long-term liabilities                                                     1,703           3,795
                                                                              ------------    ------------
           Total long-term liabilities                                              33,996          39,243

   Commitments and contingencies
   Minority interest                                                                     8              49

  Stockholders' equity:
   Preferred stock, $.01 par value, authorized: 5,000,000 shares;
    none issued and outstanding                                                         --              --
   Common stock, $.01 par value, authorized: 28,950,000 shares,
    issued: 10,924,127 shares at March 31, 1998 (10,756,935 shares 
    at June 30, 1997), outstanding: 8,951,227 shares at
    March 31, 1998 (8,809,035 shares at June 30, 1997)                                 110             108
   Additional paid-in capital                                                       68,900          67,204
   Retained earnings                                                                42,369          47,999
   Cumulative translation adjustment                                                (2,314)         (1,717)
   Unrealized gain on available-for-sale investments                                42,806          47,069
   Treasury stock, 1,972,900 shares at March 31, 1998
    (1,947,900 shares at June 30, 1997)                                            (41,207)        (40,766)
                                                                              ------------    ------------
      Total stockholders' equity                                                   110,664         119,897
                                                                              ------------    ------------
                                                                              $    170,606    $    184,911
                                                                              ============    ============
</TABLE>
*  Amounts derived from audited financial statements at the date indicated 
(See notes to condensed consolidated financial statements)


                                       4
<PAGE>   5

                              COLLAGEN CORPORATION
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)
                    (In thousands, except per share amounts)



<TABLE>
<CAPTION>
                                          Three Months Ended      Nine Months Ended
                                                March 31,              March 31,
                                         --------      ------    --------    --------
                                           1998         1997       1998        1997
                                         --------      ------    --------    --------
<S>                                      <C>           <C>       <C>         <C>     
Revenues:
  Product Sales                          $ 20,114     $16,527    $ 63,067    $ 52,369

Costs and expenses:
  Cost of sales                             6,153       4,461      20,190      14,927
  Selling, general and administrative      11,166      10,963      32,720      30,291
  Officer separation cost                      --       2,006          --       2,006
  Research and development                  6,416       4,558      17,910      13,244
  Acquired  in-process research and            --          --      10,530          --
    development
                                         --------     -------    --------    -------- 
     Total operating costs and             23,735      21,988      81,350      60,468
      expenses
                                         --------     -------    --------    -------- 
Loss from operations                       (3,621)     (5,461)    (18,283)     (8,099)

Other income (expense):
  Net gain on investments, principally
    Boston Scientific Corporation 
    (Target Therapeutics, Inc. in 
    fiscal 1997)                            4,964          --      13,739       9,222
  Equity in losses of affiliates, net         (83)       (133)       (232)       (730)
  Interest income                             164         238         702         897
  Interest expense                            (15)       (120)        (50)       (351)
                                         --------     -------    --------    -------- 
Income (loss) before income taxes and       1,409      (5,476)     (4,124)        939
  minority interest

Provision (benefit) for income taxes         (250)     (1,726)        651       1,674
Minority interest                             (11)       (189)        (38)       (491)
                                         --------     -------    --------    -------- 
Net income (loss)                        $  1,670    $ (3,561)   $ (4,737)   $   (244)
                                         --------     -------    --------    -------- 

Net income (loss) per share-Basic        $    .19    $   (.41)   $   (.53)   $   (.03)
                                         --------     -------    --------    -------- 
Net income (loss) per share-Diluted      $    .18    $   (.41)   $   (.53)   $   (.03)
                                         --------     -------    --------    -------- 

Shares used in calculating net income       8,989    $  8,764       8,901       8,806
  (loss) per share-Basic
                                         --------     -------    --------    -------- 
Shares used in calculating net income       9,071    $  8,764       8,901       8,806
  (loss) per share-Diluted
                                         --------     -------    --------    -------- 
Cash dividends declared per share            $---        $---    $   0.10    $   0.10
                                         --------     -------    --------    -------- 
</TABLE>


(See notes to condensed consolidated financial statements)


                                       5
<PAGE>   6
                              COLLAGEN CORPORATION
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                Increase (Decrease) in Cash and Cash Equivalents
                                   (Unaudited)
                                 (In thousands)

<TABLE>
<CAPTION>
                                                                                  Nine Months Ended
                                                                                      March 31,
                                                                                --------    --------
                                                                                  1998        1997
                                                                                --------    --------
<S>                                                                             <C>         <C>      
Cash flows from operating activities:
   Net loss                                                                     $ (4,737)   $   (244)
   Adjustments to reconcile net loss to net cash used
     in operating activities:
      Acquired in-process research and development                                10,530          --
      Depreciation and amortization                                                4,946       4,524
      Equity in losses of affiliates                                                 232         730
      Gain on investments, net of taxes paid of $0 and $5.2 million
        in fiscal 1998 and 1997, respectively                                    (13,739)     (4,051)
      Other adjustments related to changes in assets
        and liabilities                                                             (368)     (5,461)
                                                                                --------    --------
    Net cash used in operating activities                                         (3,136)     (4,502)
                                                                                --------    --------
Cash flows from investing activities:
   Proceeds from sale of Boston Scientific Corporation stock
    (Target Therapeutics, Inc. in fiscal 1997), net of taxes paid                 14,716       5,578
   Proceeds from sale of other affiliate stock                                       704          --
   Proceeds from sales and maturities of short-term investments                    7,898       4,675
   Purchases of short-term investments                                            (5,324)     (6,968)
   Expenditures for property and equipment                                        (3,382)     (3,901)
   Increase in intangible and other assets                                            --         (36)
   Expenditures for investments in and loans to affiliates, net of repayments     (1,125)     (1,891)
   Acquisition of shares of Cohesion Corporation                                 (10,530)         --
                                                                                --------    --------
    Net cash provided by (used in) investing activities                            2,957      (2,543)
                                                                                --------    --------
Cash flows from financing activities:
   Repurchase of common stock                                                       (441)     (2,547)
   Net proceeds from issuance of common stock                                      1,698       1,734
   Cash dividends paid                                                            (1,773)     (1,754)
   Repayment of bank loans                                                        (2,031)        465
                                                                                --------    --------
    Net cash used in financing activities                                         (2,547)     (2,102)
                                                                                --------    --------

Net decrease in cash and cash equivalents                                         (2,726)     (9,147)

Cash and cash equivalents at beginning of period                                  18,481      21,676
                                                                                --------    --------

Cash and cash equivalents at end of period                                      $ 15,755    $ 12,529
                                                                                ========    ========
</TABLE>


(See notes to condensed consolidated financial statements)


                                       6
<PAGE>   7

                              COLLAGEN CORPORATION
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

1.   Summary of Significant Accounting Policies

     Basis of Presentation

     The consolidated financial statements include the accounts of Collagen
     Corporation (the "Company"), a Delaware corporation, and its wholly-owned
     and majority-owned subsidiaries. All significant intercompany accounts and
     transactions have been eliminated. The Company operates in one industry
     segment focusing on the development, manufacturing, and sale of medical
     devices. Investments in unconsolidated subsidiaries, and other investments
     in which the Company has a 20% to 50% interest or otherwise has the ability
     to exercise significant influence, are accounted for under the equity
     method. Investments in companies in which the Company has less than a 20%
     interest with either no readily determinable fair value or with transfer
     restrictions are carried at cost or estimated realizable value, if less,
     and those unrestricted investments with a readily determinable fair value
     are carried at market value with the unrealized gains or losses, net of
     tax, recorded as a component of stockholders' equity.

     The consolidated balance sheet as of March 31, 1998, the consolidated
     statements of operations for the three and nine months ended March 31, 1998
     and 1997, and the condensed consolidated statements of cash flows for the
     nine months ended March 31, 1998 and 1997, have been prepared by the
     Company and are unaudited. In the opinion of management, all necessary
     adjustments (which include only normal recurring adjustments) have been
     made to present fairly the financial position, results of operations, and
     cash flows at March 31, 1998 and for all periods presented. Interim results
     are not necessarily indicative of results for a full fiscal year. The
     consolidated balance sheet as of June 30, 1997 has been derived from the
     audited consolidated financial statements at that date.

     Certain information and footnote disclosures normally included in financial
     statements prepared in accordance with generally accepted accounting
     principles have been condensed or omitted. These condensed consolidated
     financial statements should be read in conjunction with the audited
     consolidated financial statements and notes included in the Company's
     Annual Report on Form 10-K for the year ended June 30, 1997, the Company's
     1998 Proxy Statement for Special Meeting of Stockholders, and the Cohesion
     Technologies, Inc. ("Cohesion Technologies") Registration Statement on Form
     10.

     New Accounting Standards & Required Disclosures

     Reporting Comprehensive Income and Disclosures About Segments of an
     Enterprise and Related Information. In June 1997, the Financial Accounting
     Standards Board issued Statements of Financial Accounting Standards No. 130
     ("SFAS 130"), "Reporting Comprehensive Income," and Financial Accounting
     Standards No. 131 ("SFAS 131"), "Disclosures About Segments of an
     Enterprise and Related Information," which will be required to be adopted
     by the Company in 


                                       7
<PAGE>   8

     fiscal 1999. Adoption of these statements is not expected to have a
     significant impact on the Company's consolidated financial position,
     results of operations or cash flows.


2.   Inventories

     Inventories consist of the following (in thousands):

<TABLE>
<CAPTION>
                                       March 31,       June 30,
                                          1998           1997
                                        -------        -------
<S>                                     <C>            <C>    
                 Raw materials          $ 1,630        $   938
                 Work-in-process          4,072          7,188
                 Finished goods           8,642          6,167
                                        -------        -------
                                        $14,344        $14,293
                                        =======        =======
</TABLE>


3.   Investment in Boston Scientific Corporation

     The Company accounts for its investment in Boston Scientific Corporation
     ("Boston Scientific") as an available-for-sale equity security, which
     accordingly is carried at market value. During the three and nine months
     ended March 31, 1998, the Company sold 90,000 shares and 247,340 shares,
     respectively, of Boston Scientific common stock for a pre-tax gain of
     approximately $5.0 million and $13.7 million, respectively. Boston
     Scientific common stock is quoted on the New York Stock Exchange under the
     symbol BSX. The closing price of Boston Scientific common stock at March
     31, 1998 was $67.50 per share. At March 31, 1998, the Company held
     1,117,860 shares of Boston Scientific common stock and all holding
     restrictions resulting from the acquisition of Target Therapeutics, Inc. by
     Boston Scientific that were applicable at June 30, 1997, have expired.
     Pursuant to a hedging strategy implemented by the Company in August 1997,
     approximately 58% of the Company's position in Boston Scientific is hedged,
     utilizing the purchase of puts and calls in combination to minimize the
     downside risk of loss should the price of Boston Scientific stock decline
     while allowing for limited upside participation should the stock price
     rise. The call option is collateralized by shares of Boston Scientific
     common stock held by the Company.

     At March 31, 1998 and June 30, 1997, the Company's shares of Boston
     Scientific common stock were recorded at $75.5 and $83.9 million,
     respectively. The $70.7 million unrealized gain ($75.5 million estimated
     fair value less $4.8 million cost) at March 31, 1998 and the $78.0 million
     unrealized gain ($83.9 million estimated fair value less $5.9 million cost)
     at June 30, 1997, on these available-for-sale securities has been reported
     as a separate component of stockholders' equity, net of tax.

4.   Investment in Innovasive Devices, Inc.

     Prior to October 1996, the Company's 844,000 shares of common stock of
     Innovasive Devices, Inc. ("Innovasive Devices") were valued at cost, or
     $4,064,000, due to restrictions which prevented the sale of any of the
     Company's shares of 


                                       8
<PAGE>   9

     common stock of Innovasive Devices. At March 31, 1998, restrictions were no
     longer applicable on 295,000 shares of common stock which the Company holds
     in Innovasive Devices. As a result, the Company now carries the
     non-restricted portion of its investment in Innovasive Devices as an
     available-for-sale investment at market value, or $3.0 million, reflecting
     an unrealized gain of $1.5 million, which has been included in a separate
     component of stockholders' equity, net of tax. The remaining 549,000
     restricted shares of common stock continue to be valued at cost.

     During the three and nine months ended March 31, 1998, the Company did not
     sell any of its shares of common stock of Innovasive Devices. Innovasive
     Devices common stock is quoted on The Nasdaq Stock Market under the symbol
     IDEA. The closing price of Innovasive Devices common stock at March 31,
     1998, was $10.00 per share. At March 31, 1998, the Company held
     approximately a 9% ownership position in Innovasive Devices.

5.   Acquisitions

     The Company increased its ownership position in Cohesion Corporation (of
     Palo Alto, California) from approximately 81% to approximately 99% in
     December 1997. Cohesion Corporation is a privately-held company that is
     focused on developing and commercializing proprietary surgical products,
     including bioresorbable hemostatic devices and biosealants for tissue
     repair and regeneration, to increase the effectiveness of and minimize
     complications following open and minimally invasive surgeries. In
     connection with the Company's purchase of substantially all the remaining
     outstanding shares of Cohesion Corporation, $10.5 million of the purchase
     price (which includes compensatory amounts pertaining to the purchase of
     vested employee stock options) was allocated to in-process research and
     development, and was expensed at the time of the investment. The Company
     determined the amounts to be allocated to in-process technology for
     Cohesion Corporation based on initial studies of whether technological
     feasibility had been achieved and whether there was any alternative future
     use for the technology. Such studies are still preliminary and are subject
     to revision. The Company believes that the in-process technology has no
     alternative future use after taking into consideration the potential for
     both usage of the technology in different products and for resale of the
     technology. At March 31, 1998, there were additional unvested options
     outstanding providing for the purchase of the remaining shares of Cohesion
     Corporation common stock.

     Following the Spinoff and approval by Cohesion Technologies, Inc.
     ("Cohesion Technologies") Board of Directors, Cohesion Technologies
     anticipates offering to exchange or substitute the outstanding options of
     Cohesion Corporation for options to acquire approximately 620,000 shares of
     the common stock of Cohesion Technologies. The new options are expected to
     have an exercise price substantially less than the fair market value of
     Cohesion's shares at the time of such exchange, based on an assumed ratio
     of 1.67 to 1 as anticipated and to be determined by the Board of Directors.
     Assuming such offers are accepted by the Cohesion Corporation option
     holders and assuming an expected fair value of $10.00 per share at the date
     of the exchange, Cohesion Technologies expects to record a non-cash
     compensation expense of approximately $1.5 million at the date of the
     exchange in connection with vested options and an additional $4.5 million
     of deferred compensation to be amortized during the next three fiscal
     years.


                                       9
<PAGE>   10

6.   Income Taxes

     The provision for income taxes for the nine months ended March 31, 1998,
     and 1997 was computed by applying the estimated annual income tax rate to
     income before income taxes excluding the impact of the acquired in-process
     R&D charge. The estimated annual income tax rate considers non-deductible
     items such as goodwill amortization and excludes losses from certain
     foreign subsidiaries.

7.   Earnings per share

     In February 1997, the Financial Accounting Standards Board issued Statement
     of Financial Accounting Standards No. 128, Earnings Per Share ("SFAS 128"),
     which was adopted on December 31, 1997. The Company was required to change
     the method previously used to compute earnings per share and to restate all
     prior periods. The adoption of SFAS 128 resulted in no significant impact
     for the three and nine month periods ended March 31, 1998 and 1997 with
     respect to basic and diluted earnings per share.


                                       10
<PAGE>   11

         MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                             RESULTS OF OPERATIONS




Except for historical information contained herein, the matters discussed in
this report are forward-looking statements, the accuracy of which is necessarily
subject to risks and uncertainties. These risks include among others, the timing
of product introductions, receipt of regulatory approvals, clinical efficacy of
and market demand for products, product development cycles, results of clinical
studies, development and rate growth of new markets, potential unfavorable
publicity regarding Collagen and/or Cohesion Technologies, Inc. ("Cohesion
Technologies") or their respective products, possible reversal of sales trends
and receipt of an IRS ruling that the proposed spinoff of Cohesion Technologies
(see "Separation of Aesthetics Technologies Group and Cohesion Technologies,
Inc." below), will not result in recognition of taxable income or loss by
Collagen or its stockholders for U.S. federal income tax purposes, among other
matters discussed in this report. Actual results are subject to risks and
uncertainties and actual events and results may differ significantly from the
discussion of such matters in the forward-looking statements. Such differences
may be based upon factors within Collagen Corporation's and Cohesion
Technologies' control, such as strategic planning decisions by management and
reallocation of internal resources, or on factors outside of Collagen
Corporation's and Cohesion Technologies' control, such as scientific advances by
third parties, introduction of competitive products and delays by regulatory and
tax authorities, as well as those factors under the heading "Factors That May
Affect Future Results of Operations" set forth below, those in Collagen's Annual
Report on Form 10-K for the fiscal year ended June 30, 1997, and those in
Collagen's 1998 Proxy Statement for Special Meeting of Stockholders, and those
factors set forth under the heading "Risk Factors" in the Cohesion Technologies
Registration Statement on Form 10.

The Company

Collagen Corporation (the "Company") designs, develops, manufactures and markets
on a worldwide basis biomedical devices for the treatment of defective,
diseased, traumatized or aging human tissues. The Company's core products are
used principally in aesthetic and reconstructive applications, the treatment of
stress urinary incontinence, and bone repair. The Company markets its aesthetic
and reconstructive products directly and through a network of international
distributors and its stress urinary incontinence and bone repair products
through marketing partners.

In addition to internal research and development ("R&D") and joint product
development arrangements, the Company continues to have a program for developing
new products through affiliated companies in which the Company makes equity and
debt investments. The Company believes the formation of new companies allows
each to focus its technology on select market segments to bring products to
market efficiently and to expand its proprietary knowledge.


                                       11
<PAGE>   12

Separation of Aesthetic Technologies Group and Cohesion Technologies Inc.

In October 1997, the Company announced that it had determined to proceed to
separate its Aesthetic Technologies Group and its Collagen Technologies Group
into two independent, publicly-traded companies. In December 1997, the Company
purchased substantially all of the remaining outstanding shares of Cohesion
Corporation and integrated Cohesion Corporation into the Company's Collagen
Technologies Group. The Collagen Technologies Group is expected to be spun off
as a separate company, named Cohesion Technologies, Inc., to Collagen
Corporation stockholders via a tax-free distribution by the second half of
calendar year 1998. In April 1998, a Form 10 Registration Statement and a Proxy
Statement pertaining to the planned spinoff of Cohesion Technologies to Collagen
Corporation stockholders were filed with the Securities and Exchange Commission.
The separation is subject to a number of conditions, including, without
limitation, receipt of a ruling from the Internal Revenue Service ("IRS") that
the transaction will be tax-free to the Company and its stockholders. The
Company is currently awaiting a determination by the IRS. The actual timing of
the distribution, if any, will depend upon tax, legal, and other considerations.

Search for Buyer of LipoMatrix, Inc.

In April 1998, the Company announced its plans to pursue a divestiture of its
LipoMatrix, Incorporated subsidiary ("LipoMatrix"), manufacturer of the
Trilucent(R) breast implant, thereby allowing the Company's aesthetic operations
to dedicate further resources to its core business which includes products for
soft tissue reconstruction and augmentation, skin care and stress urinary
incontinence. The Company believes there is potential value in the Trilucent
implant technology; however, the on-going expenses associated with the
Trilucent(R) implant are significant, especially with the prospect of U.S.
marketing clearance at least three to five years away. For the three and nine
months ended March 31, 1998, the Trilucent breast implant business contributed
net pre-tax losses of $0.9 million and $3.8 million, respectively. While the
Company pursues this divestiture, all Trilucent implant-related operations and
service to the Company's physician customers will continue as usual. The timing
of the divestiture of the LipoMatrix business is dependent upon identifying
interested parties in the medical device industry business.

Results of Operations

The following table shows for the periods indicated the percentage relationship
to product sales of certain items in the Consolidated Statements of Operations.


                                       12
<PAGE>   13

                            PERCENT OF PRODUCT SALES

<TABLE>
<CAPTION>
                                                 Three Months Ended  Nine Months Ended
                                                      March 31,          March 31,
                                                 ------------------  -----------------
                                                    1998     1997      1998    1997
                                                    ----     ----      ----    ---- 
<S>                                                  <C>      <C>      <C>      <C> 
      Product sales                                  100%     100%     100%     100%

      Costs and expenses:

         Cost of sales                                31%      27%      32%      29%
         Selling, general and administrative          56%      66%      52%      58%
         Officer separation cost                      --       12%      --        4%
         Research and development                     32%      28%      28%      25%
         Acquired in-process research and
           development                                --       --       17%      --
</TABLE>


Product sales. Product sales of $20.1 million in the three months ended March
31, 1998, increased approximately $3.6 million or 22%, compared to product sales
of $16.5 million for the same prior-year period. Product sales of $63.1 million
in the nine months ended March 31, 1998, increased approximately $10.7 million
or 20%, compared to product sales of $52.4 million for the same prior-year
period. The increase in sales for the three months ended March 31, 1998,
compared with the same period in the prior year, primarily was due to the
increase in revenue from direct sales of Contigen(R) Bard collagen implant
("Contigen implant") to physician customers by C.R. Bard Inc. ("Bard"), the
Company's marketing partner for Contigen implant, and United States sales of
plastic surgery and dermatological products. The increase in United States sales
of plastic surgery and dermatological products primarily was due to the
introduction of SoftForm(R) facial implant ("SoftForm implant") and an increase
in sales of injectable collagen products. The increase in sales for the nine
months ended March 31, 1998, compared with the same period in the prior year
primarily was due to the increase in revenue from direct sales of Contigen
implant to physician customers by Bard, increase in United States sales of
SoftForm, increase in sales of Hylaform gel in certain European countries and an
increase in sales in Europe of Trilucent(TM) breast implant ("Trilucent
implant"), a triglyceride-filled breast implant. (See "Operating income/loss"
below.)

Worldwide sales of plastic surgery and dermatological products for the three and
nine months ended March 31, 1998 were $15.1 million and $48.6 million,
respectively, up 10% and 9%, respectively from sales of $13.7 million and $44.7
million for the same periods in the prior year. Worldwide unit sales of plastic
surgery and dermatological products for the three and nine months ended March
31, 1998 increased approximately 7% and 9%, respectively, over the same periods
in the prior year. The increases in both worldwide sales and units for the three
and nine month periods primarily were due to the introduction of SoftForm
implant in the United States, and strong collagen injectable sales in the United
States, partially offset by lower sales of collagen injectable products by
international subsidiaries. In addition, the increase for the nine month period
was 


                                       13
<PAGE>   14

also due to an increase in sales in Europe of Trilucent implant. The Company
believes the increase in injectable collagen sales in the United States in the
three and nine months ended March 31, 1998, was a result of the continuation of
United States marketing programs designed to increase average treatment volume
per patient and to attract and retain new and existing patients, the
implementation of a new sales incentive program for its sales force, and contact
made with physicians not previously purchasing collagen-injectable products as a
result of the introduction of SoftForm implant. The Company anticipates
continued dollar growth in worldwide product sales of plastic surgery and
dermatological products during fiscal 1998. The Company announced previously its
plan to restructure manufacturing of the Trilucent implant to achieve
manufacturing efficiencies. This plan involves relocating shell manufacturing to
a third party and moving the filling process to its facilities in Fremont,
California. To implement this plan, the Company entered into an agreement in
December 1997 with Laboratoire Perouse Implant ("LPI") in France to manufacture
the Trilucent implant shell. The Company is electing to shift a portion of its
selling and marketing efforts away from this product during the transition to
LPI in an effort to avoid a short supply situation. As a result, the Company
does not anticipate growth in Trilucent implant sales in fiscal year 1998 over
fiscal year 1997. Additionally, the Company announced during the three months
ended March 31, 1998, its plan to pursue a divestiture of LipoMatrix to dedicate
further resources to its core business. While the Company pursues divestiture,
all Trilucent implant-related operations and service will continue as usual.

During the three and nine months ended March 31, 1998, pursuant to the Company's
sales agreement with Bard, the Company recorded revenue of $2.1 million and $5.6
million, respectively, from Bard based on Bard's direct sales of Contigen
implant to physician customers compared to revenue of $2.0 million and $5.3
million, respectively, in the same periods in the prior year. In addition, the
Company recorded $2.7 million and $7.4 million, respectively, of revenue from
shipments of Contigen implant to Bard in the three and nine months ended March
31, 1998 and minimal revenue for the same periods in the prior year due to an
excess inventory situation at Bard. The Company expects that revenues from
Contigen implant sales in fiscal 1998 will increase as a result of the
resumption of shipments of Contigen implant to Bard.

For the three and nine months ended March 31, 1998, sales of Collagraft(R) bone
graft matrix and Collagraft(R) bone graft matrix strip ("Collagraft bone graft
products") to the Company's marketing partner, Zimmer, Inc. ("Zimmer"), were
approximately $136,000 and $1.1 million, respectively, compared to $597,000 and
$1.6 million in the same periods in the prior year. The Company expects sales of
Collagraft bone graft products in fiscal 1998 to be at levels slightly lower
than those of fiscal 1997 due to anticipated lower sales of Collagraft by
Zimmer.

A number of uncertainties exist surrounding the marketing and distribution of
Contigen implant and Collagraft bone graft products. The Company's primary means
of distribution for these products is through third party firms, Bard in the
case of Contigen implant and Zimmer in the case of Collagraft bone graft
products. The Company's business and financial results could be adversely
affected in the event that either or both of these parties are unable to market
the products effectively, anticipate customer demand accurately, or effectively
manage industry-wide pricing and cost containment pressures in health care.


                                       14
<PAGE>   15

Cost of sales. Cost of sales as a percentage of product sales was 31% and 32%
for the three and nine months ended March 31, 1998, compared with 27% and 29%
for the same prior-year periods. The higher cost of sales as a percentage of
product sales in the three and nine months ended March 31, 1998, primarily was
due to the introduction of product line extensions from third parties, Hylaform
gel and SoftForm implant, and increased direct sales of Contigen implant to
physician customers by Bard. Both Hylaform gel and SoftForm implant are
manufactured by third parties and Contigen implant is distributed by a third
party and as a result, these products have higher costs per unit. Due to the
high fixed costs of the Company's Fremont, California manufacturing facility,
the unit cost of manufacturing is expected to remain highly dependent on the
level of output at the Company's manufacturing facility, which is affected by
incremental production of collagen-based injectable products. The Company
anticipates that cost of sales as a percentage of sales will decrease slightly
over the next several quarters due to anticipated lower cost per unit for
collagen injectable products.

SG&A. Selling, general, and administrative ("SG&A") expenses were $11.2 million
for the three months ended March 31, 1998, an increase of 2% over $11.0 million
for the same prior-year period. SG&A expenses were $32.7 million for the nine
months ended March 31, 1998, an increase of approximately $2.4 million or 8%
compared to SG&A expenses of $30.3 million for the same prior-year period. SG&A
expenses as a percentage of product sales were 56% and 52% for the three and
nine months ended March 31, 1998, compared to 66% and 58% for the same
prior-year periods. The increase in SG&A expenses, in absolute dollars, in the
three and nine months ended March 31, 1998, primarily resulted from expenses
related to the separation of the Aesthetic Technologies Group and Cohesion
Technologies Inc., marketing costs related to the SoftForm implant and Hylaform
gel and consulting fees related to tax strategic planning, which more than
offset the expenses incurred in fiscal 1997 to prepare for trial in the
Company's trade secrets lawsuit against Matrix Pharmaceuticals. The Company
expects SG&A expenses in fiscal 1998 as a percentage of product sales to be at
levels lower than those of fiscal 1997.

Officer Separation Cost. The officer separation cost of $2.0 million in the
three and nine months ended March 31, 1997, 12% and 4% of product sales,
respectively, was a charge related to Howard Palefsky's separation package in
connection with Mr. Palefsky's resignation as the Company's Chief Executive
Officer. These costs include payments made to the former officer and costs
associated with a loan to Mr. Palefsky. Mr. Palefsky will continue to serve as a
consultant to the Company. In addition, by agreement, the Company expects to
continue to make payments to Mr. Palefsky during fiscal 1998 and 1999.

R&D. Research and development ("R&D") expenses, which include expenditures for
regulatory compliance, were $6.4 million and $17.9 million (32% and 28% of
product sales) for the three and nine months ended March 31, 1998, respectively,
an increase of 41% and 35% over $4.6 million and $13.2 million (28% and 25% of
product sales), for the same prior-year periods, respectively. The increase in
R&D spending in the three and nine months ended March 31, 1998, primarily was
attributable to the ramp-up of expenses to support programs, including clinical
trials, for CoSeal and CoStasis(TM) Hemostatic Device, the ramp-up of the human
recombinant program, partially offset by 


                                       15
<PAGE>   16

lower Trilucent R&D expenses. Subsequent to the close of the quarter, the
Company announced the commencement of a pivotal U.S. clinical study with the
CoStasis hemostat, which is an atraumatic, liquid hemostat designed for use in
surgical procedures to control bleeding. CoStasis hemostat is designed for use
as a spray, to allow fast, uniform delivery over large as well as intricate
surface areas. The Company expects R&D spending in fiscal 1998 to be at levels
higher than fiscal 1997 primarily due to increased expenses for the tissue
adhesive sealant program and the human collagen recombinant program.

Acquired in-process research and development. The charge for acquired in-process
research and development ("in-process R&D") of $10.5 million in the nine months
ended March 31, 1998, was a non-recurring charge related to the purchase of
substantially all of the remaining shares of Cohesion Corporation, including the
purchase of certain vested employee stock options. (See Note 5 of Notes to
Condensed Financial Statements.)

Loss from operations. Loss from operations was $3.6 million for the three months
ended March 31, 1998, compared with a loss from operations of $5.5 million for
the same prior-year period. The Company's consolidated operating loss was $18.3
million for the nine months ended March 31, 1998, compared with a $8.1 million
loss for the same prior-year period. The loss in the three months ended March
31, 1998 primarily was due to the ramp-up of R&D expenses to support planned
development programs, including clinical trials, for CoStasis hemostat and
CoSeal, the ramp-up of the Company's human collagen recombinant program, and
expenses related to the separation of the Aesthetic Technologies Group and
Cohesion Technologies Inc., partially offset by higher Contigen implant and
SoftForm implant sales. The loss in the nine months ended March 31, 1998,
primarily was due to acquired in-process R&D, representing the purchase of
substantially all of the remaining shares of Cohesion, the ramp-up of R&D
expenses to support planned development programs, including clinical trials, for
CoStasis hemostat and CoSeal, the ramp-up of the Company's human collagen
recombinant program, and expenses related to the separation of the Aesthetic
Technologies Group and Cohesion Technologies Inc., partially offset by higher
Contigen implant sales, sales from product line extensions, and increased
Trilucent implant sales.

Compared with foreign exchange rates for the same prior-year quarter, the impact
of foreign exchange rates in the current fiscal quarter on operating income was
a net increase of $33,000 on an equivalent local currency basis, resulting from
a decrease of approximately $474,000 in operating expenses, partially offset by
a decrease of approximately $441,000 in revenue. Compared with foreign exchange
rates for the same prior-year period, the impact of foreign exchange rates in
the nine months ended March 31, 1998 on operating income was a net increase of
$302,000 on an equivalent local currency basis, resulting from a decrease of
approximately $2,211,000 in operating expenses, partially offset by a decrease
of approximately $1,909,000 in revenue. Until December 1994, the Company's
policy was to hedge material foreign currency transaction exposures. At June 30,
1997 and March 31, 1998, no foreign currency transaction exposures were hedged.
Unhedged net foreign assets were $7.0 million and $7.6 million at March 31, 1998
and June 30, 1997, respectively.


                                       16
<PAGE>   17

Net gain on investments, principally Boston Scientific Corporation. In the three
months ended March 31, 1998, the Company recorded a pre-tax gain on investments
of $5.0 million primarily resulting from the sale of 90,000 shares of Boston
Scientific Corporation ("Boston Scientific") common stock compared to no sales
of Target Therapeutics, Inc. ("Target") common stock in the three months ended
March 31, 1997. In the nine months ended March 31, 1998, the Company recorded a
pre-tax gain on investments of $13.7 million, primarily resulting from the sale
of 247,340 shares of Boston Scientific common stock compared to $9.2 million
resulting from the sale of 330,000 shares of Target common stock in the nine
months ended March 31, 1997. The Company anticipates additional sales of Boston
Scientific common stock during the fourth quarter. However, the number of shares
sold will depend on market conditions and the anticipated cash needs of Cohesion
Technologies.

Equity in losses of affiliates, net. Equity in losses of affiliate companies was
approximately $83,000 for the three months ended March 31, 1998, compared to
equity in losses of approximately $133,000 for the same prior-year period. For
the nine months ended March 31, 1998, equity in losses of affiliate companies
was $232,000 compared with losses of $730,000 in the same prior-year period. The
decrease in equity in losses of affiliates for the three and nine months ended
March 31, 1998, primarily was due to lower CollOptics, Inc. ("CollOptics")
losses as a result of CollOptics reducing its R&D efforts until it obtains
additional funding.

The Company intends to continue to expand its new product development activities
through more equity investments in or loans to affiliate companies during the
fourth quarter of fiscal 1998. These affiliate companies typically are in an
early stage of development and may be expected to incur substantial losses which
in turn will have an adverse effect on the Company's operating results. There
can be no assurance that these investments will result in positive returns nor
can there be any assurance on the timing of any return on investment, or that
the Company will not lose its entire investment.

Interest income. Interest income was $164,000 and $702,000 for the three and
nine months ended March 31, 1998, respectively, compared to $238,000 and
$897,000 for the same periods in the prior year. The decrease in the three and
nine months ended March 31, 1998, primarily was due to lower average cash, cash
equivalents and short-term investment balances and a lower average interest
rate.

Provision for income taxes. The provision for income taxes for the nine months
ended March 31, 1998 prior to the in-process R&D charge was approximately 31% as
compared to 54% for the corresponding period in 1997. The decrease in the
estimated annual tax rate results primarily from fluctuations in estimated
annual pretax income without similar changes in non-deductible goodwill
amortization in addition to deductibility of losses of foreign subsidiaries
which previously could not be offset against U.S. federal taxable income.
Additionally, the provision for income taxes for the nine months ended March 31,
1998 reflects a tax benefit of approximately $1.1 million which was recorded in
the second quarter of fiscal 1998. This benefit relates to certain expenses
included in the in-process R&D charge that are deductible for income tax
purposes.


                                       17
<PAGE>   18

The Company recorded a tax benefit for the three months ended March 31, 1998 of
approximately $0.3 million which primarily resulted from foreign losses which
previously could not be offset against U.S. federal taxable income.



Liquidity and Capital Resources

At March 31, 1998, the Company's cash and cash equivalents were $15.8 million
compared to $18.5 million at June 30, 1997. Net cash used in operating
activities was approximately $3.1 million in the nine months ended March 31,
1998, compared to approximately $4.5 million of net cash used in operating
activities for the same prior-year period.

The $3.1 million of net cash used in operating activities in the nine months
ended March 31, 1998, primarily was attributable to: (i) a $2.3 million net loss
after adjusting for gain on investments (net of taxes paid), depreciation and
amortization expense, equity in losses of affiliates, and acquired in-process
research and development, (ii) and a $1.3 million increase in accounts
receivable resulting from the resumption of Contigen implant shipments to Bard,
partially offset by a $500,000 increase in accounts payable.

The $400,000 of net cash provided by investing and financing activities in the
nine months ended March 31, 1998, primarily was due to proceeds of $14.7 million
(net of taxes paid) from the sale of 247,340 shares of common stock of Boston
Scientific by the Company, proceeds of $7.9 million received from the sale of
short-term investments, proceeds of $1.7 million from the issuance of 167,192
shares of the Company's common stock and proceeds of approximately $700,000 from
the sale of the Company's shares in affiliates, partially offset by payments
totaling $10.5 million for the purchase of substantially all of the remaining
equity interests in Cohesion Corporation, payments of $5.3 million to purchase
short-term investments, capital expenditures of approximately $3.4 million,
repayment of $2.0 million of the Company's credit facility, payment of cash
dividends of approximately $1.8 million to the Company's stockholders in July
1997 and January 1998, net payments of approximately $1.1 million for additional
investments made in and loans to affiliates and a payment of approximately
$500,000 to repurchase 25,000 shares of the Company's common stock.

The Company anticipates capital expenditures, equity investments in, and loans
to affiliate companies to be approximately $18.0 million in fiscal 1998. As of
March 31, 1998, the Company's capital expenditures, equity investments in, and
loans to affiliate companies totaled approximately $15.0 million. In June 1996,
the Board of Directors authorized the Company to repurchase an additional
500,000 shares of the Company's common stock in the open market, of which the
Company has repurchased 172,900 shares as of March 31, 1998. Approximately
327,100 shares remain to be repurchased according to the Board of Director's
authorization. In November 1997, the Board of Directors declared a dividend of
ten cents per share for stockholders of record as of December 15, 1997. This
dividend totaled approximately $893,000 and was paid to stockholders on January
15, 1998. Neither the Company nor Cohesion Technologies anticipate paying
dividends after the Spinoff.


                                       18
<PAGE>   19

The Company's principal sources of liquidity include cash generated from
operations, sales of Boston Scientific common stock, and the Company's cash,
cash equivalents, and short-term investments. At March 31, 1998, the Company
held 1,117,860 shares of Boston Scientific common stock and all holding
restrictions resulting from the acquisition of Target by Boston Scientific that
were applicable at June 30, 1997, had expired. The Company's Board of Directors
has authorized the Company to sell portions of its holdings in Boston
Scientific. The Company anticipates that stock sales pursuant to this
authorization will be made from time to time with the objective of generating
cash, for among other things, further investments in both current and new
affiliate companies. The Company believes that the above sources of liquidity
should be adequate to fund its anticipated cash needs through at least the next
twelve months.

Factors That May Affect Future Results of Operations

A large portion of the Company's revenues in recent years has come from its
international operations. As a result, the Company's operations and financial
results could be significantly affected by international factors, including
numerous regulatory agencies, changes in foreign currency exchange rates and
foreign economic and political conditions generally. The Company's results of
operations could be significantly affected by fluctuations in foreign currency
exchange rates or disruptions to shipments.

Sales of the Company's collagen-based injectable products, Zyderm(R) I implant,
Zyderm(R) II implant and Zyplast(R) implant, as well as Trilucent implant and
Contigen implant, accounted for approximately 89% of consolidated product sales
for the quarter ended March 31, 1998 and 87% of consolidated product sales for
the nine months ended March 31, 1998. The Company's product sales may continue
to consist primarily of sales of these principal products. Factors such as
adverse rulings by regulatory authorities, product liability lawsuits, the
introduction of competitive products by third parties, other loss of market
acceptance or other adverse publicity for these principal products may
significantly and adversely affect the Company's sales of these products.

The Company's quarterly operating results may vary significantly in the future
depending upon factors such as the timing of significant orders and shipments,
changes in pricing policies by the Company and its competitors, increased
competition, demand for the Company's products, the number, timing and
significance of new product and product enhancement announcements by the Company
and its competitors, the ability of the Company to develop, introduce and market
new and enhanced versions of the Company's products on a timely basis, the mix
of direct and indirect sales, the timing of investments in affiliate companies
and general economic factors, among others. If revenue levels are below
expectations, operating results are likely to be materially adversely affected.
In particular, because only a small portion of the Company's expenses varies
with revenue in the short term, net income may be disproportionately affected by
a reduction in revenue.

All of the Company's manufacturing capacity for collagen products, the majority
of its research and development activities, its corporate headquarters, and
other critical business functions are located near major earthquake faults. In
addition, all of the Company's manufacturing capacity for collagen-based
products is located in one primary facility with the Company currently
maintaining only limited amounts of finished product inventory. While the
Company has some limited protection in the form of 


                                       19
<PAGE>   20

disaster recovery programs and basic insurance coverage, the Company's operating
results and financial condition would be materially adversely affected in the
event of a major earthquake, fire or other similar calamity, affecting its
manufacturing or other facilities.

The Company is involved in various legal actions arising in the course of
business, some of which involve product liability claims. The Company operates
in an industry susceptible to claims that may allege that the use of the
Company's technology or products has resulted in adverse effects or infringes on
third-party technology. With respect to product liability claims, such risks
will exist even with respect to those products that have received, or in the
future may receive, regulatory approval for commercial sale. It is possible that
adverse product liability or intellectual property actions could negatively
affect the Company's future results of operations.

The Company has been, and may in the future, be the subject of negative
publicity, which can arise from various sources, ranging from the news media on
cosmetic procedures in general to legislative and regulatory investigations
specific to the Company concerning, among other things, the safety and efficacy
of its products. There can be no assurance that such investigations or negative
publicity from such investigations or from the news media will not result in a
material adverse effect on the Company's future financial position, its results
of operations or the market price of its stock. In addition, significant
negative publicity could result in an increased number of product liability
claims.

The Company's manufacturing activities and products sold in the United States
are subject to extensive and rigorous regulations by the Food and Drug
Administration ("FDA") and by comparable agencies in certain foreign countries
where these products are manufactured or distributed. The FDA regulates the
manufacture and sale of medical devices in the United States, including
labeling, advertising and record keeping. Failure to obtain, or delays in
obtaining, the required regulatory approvals for new products, as well as
product recalls, both inside and outside of the United States could adversely
affect the Company.

Due to the factors noted above, as well as other factors that may affect the
Company's operating results, the Company's future earnings and stock price may
be subject to significant volatility, particularly on a quarterly basis. Any
shortfall in revenue or earnings from levels expected by securities analysts
could have an immediate and significant adverse effect on the trading price of
the Company's common stock in any given period. Additionally, the Company may
not learn of, or be able to confirm, such shortfalls until late in the fiscal
quarter, or following the end of the quarter, which could result in an even more
immediate and adverse effect on the trading price of the Company's common stock.
Finally, the Company participates in a highly dynamic industry, which often
results in significant volatility of the Company's common stock.

Some of the Company's older computer programs were written using two digits
rather than four to define the applicable year. As a result, those computer
programs have time-sensitive software that recognize a date using "00" as the
year 1900 rather than the year 2000. This could cause a system failure or
miscalculations causing disruptions of operations, including, among other
things, a temporary inability to process transactions, send invoices, or engage
in similar normal business activities.


                                       20
<PAGE>   21

The Company has completed an assessment and will have to modify or replace
portions of its software so that its computer systems will function properly
with respect to dates in the year 2000 and thereafter. The total Year 2000
project cost is estimated at approximately $600,000 (which will be incurred over
the next two fiscal years) and substantially all costs are expected to be
capitalized. To date, the Company has incurred nominal costs.

For a more complete discussion of risks and uncertainties involving the
Company's business, please see the risks factors described under the heading
"Factors That May Affect Future Results of Operations" set forth in the
Company's Annual Report on Form 10-K for the fiscal year ended June 30, 1997,
and in the Company's 1998 Proxy Statement for Special Meeting of Stockholders,
and those factors described under the heading "Risk Factors" in the Cohesion
Technologies Registration Statement on Form 10.


                                       21
<PAGE>   22

                           PART II. OTHER INFORMATION
                              COLLAGEN CORPORATION


Item 1. Legal Proceedings

        None

Item 2. Changes in Securities and Use of Proceeds

        None

Item 3. Defaults Upon 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

Exhibit 2.1*       Separation and Distribution Agreement by and
                     between Collagen Corporation and Cohesion
                     Technologies, Inc., dated January 1,
                     1998

Exhibit 10.95*     Chemical Peel Manufacturing and Sale License
                     Amendment with Cosmederm Technologies,
                     Inc., dated February 27, 1998

Exhibit 10.97*     Collagen Supply Agreement by and between
                     Collagen Corporation and Cohesion
                     Technologies, Inc., dated January 1,
                     1998

Exhibit 10.98*     Recombinant Technology Development and
                     License Agreement by and between Collagen
                     Corporation and Cohesion Technologies, Inc.,
                     dated January 1, 1998


*Exhibit previously filed with the Registrant's Quarterly Report on Form 10-Q
for the fiscal quarter ended March 31, 1998


                                       22
<PAGE>   23

Exhibit 10.99*     Tax Allocation and Indemnity Agreement by and
                     between Collagen Corporation and Cohesion
                     Technologies, Inc., dated January 1,
                     1998

Exhibit 10.100*    Services Agreement by and between Collagen
                     Corporation and Cohesion Technologies, Inc.,
                     dated January 1, 1998

Exhibit 10.101*    Benefits Agreement by and between Collagen
                     Corporation and Cohesion Technologies, Inc.,
                     dated January 1, 1998

Exhibit 10.102*    Vitrogen International Distribution Agreement by
                     and between Collagen International, Inc. and
                     Cohesion Technologies, Inc., dated
                     January 1, 1998

Exhibit 10.103*    Assignment and License Agreement by and
                     between Collagen Corporation and Cohesion
                     Technologies, Inc., dated January 1,
                     1998

Exhibit 10.104*    Collagraft Supply Agreement by and between
                     Collagen Corporation and Cohesion
                     Technologies, Inc., dated January 1,
                     1998


Exhibit 27**       Financial Data Schedule







     B. Reports on Form 8-K

     None



*Exhibit previously filed with the Registrant's Quarterly Report on Form 10-Q
for the fiscal quarter ended March 31, 1998

**As amended


                                       23
<PAGE>   24

                                   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 CORPORATION





Date: June 11, 1998                           /s/ Norman Halleen
      -------------                           ------------------
                         
                                              Norman Halleen         
                                              Vice President Finance 
                                              Chief Financial Officer


                                       24
<PAGE>   25

                              COLLAGEN CORPORATION
                                INDEX TO EXHIBITS




<TABLE>
<CAPTION>
Exhibit Number               Description
--------------               -----------
<S>                <C>
Exhibit 2.1*       Separation and Distribution Agreement by and
                     between Collagen Corporation and Cohesion
                     Technologies, Inc., dated January 1,
                     1998

Exhibit 10.95*     Chemical Peel Manufacturing and Sale License
                     Amendment with Cosmederm Technologies,
                     Inc., dated February 27, 1998


Exhibit 10.97*     Collagen Supply Agreement by and between
                     Collagen Corporation and Cohesion
                     Technologies, Inc., dated January 1,
                     1998

Exhibit 10.98*     Recombinant Technology Development and
                     License Agreement by and between Collagen
                     Corporation and Cohesion Technologies, Inc.
                     dated January 1, 1998

Exhibit 10.99*     Tax Allocation and Indemnity Agreement by and
                     between Collagen Corporation and Cohesion
                     Technologies, Inc., dated January 1,
                     1998

Exhibit 10.100*    Services Agreement by and between Collagen
                     Corporation and Cohesion Technologies, Inc.
                     dated January 1, 1998

Exhibit 10.101*    Benefits Agreement by and between Collagen
                     Corporation and Cohesion Technologies, Inc.
                     dated January 1, 1998
</TABLE>




*Exhibit previously filed with the Registrant's Quarterly Report on Form 10-Q
for the fiscal quarter ended March 31, 1998



                                       25
<PAGE>   26

<TABLE>
<S>                <C>                                                                
Exhibit 10.102*    Vitrogen International Distribution Agreement by
                     and between Collagen International, Inc. and
                     Cohesion Technologies, Inc., dated
                     January 1, 1998

Exhibit 10.103*    Assignment and License Agreement by and
                     between Collagen Corporation and Cohesion
                     Technologies, Inc., dated January 1,
                     1998

Exhibit 10.104*    Collagraft Supply Agreement by and between
                     Collagen Corporation and Cohesion
                     Technologies, Inc., dated January 1,
                     1998

Exhibit 27**       Financial Data Schedule
</TABLE>






*Exhibit previously filed with the Registrant's Quarterly Report on Form 10-Q
for the fiscal quarter ended March 31, 1998

**As amended


                                       26