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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   FORM 10-Q/A

(Mark One)

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

                  For the quarterly period ended March 31, 1999

                                       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 0-11915

                                 CONDUCTUS, INC.
             (Exact name of registrant as specified in its charter)

               DELAWARE                             77-0162388
      (State or other jurisdiction of             (I.R.S. Employer
     incorporation or organization)              Identification No.)

                                969 W. MAUDE AVE.
                               SUNNYVALE, CA 94086
                    (Address of principal executive offices)

                                 (408) 523-9950
                         (Registrant's telephone number)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Sections 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
                                       ---     ---

As of April 30, 1999 there were 7,144,251 shares of the Registrants Common stock
outstanding.

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                                CONDUCTUS, INC.

                                  FORM 10-Q/A

                                 March 31, 1999

                                     INDEX
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PART I.     FINANCIAL INFORMATION

Item 1:     Financial Statements...................................................................................1

            Condensed Balance Sheets at March 31, 1999 and December 31, 1998.......................................1

            Condensed Statements of Operations for the Three Months Ended March 31, 1999 and 1998..................2

            Condensed Statements of Cash Flows for the Three Months Ended March 31, 1999 and 1998..................3

            Notes to Condensed Financial Statements................................................................4

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

Item 3:     Quantitative and Qualitative Disclosures About Market Risk............................................12

PART II:    OTHER INFORMATION

Item 1:     Legal Proceedings.....................................................................................13

Item 2:     Changes in Securities.................................................................................13

Item 3:     Default upon Senior Securities........................................................................13

Item 4:     Submission of Matters to a vote of Security Holders...................................................13

Item 5:     Other Information.....................................................................................13

Item 6:     Exhibits and Reports on Form 8-K......................................................................14
</TABLE>

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        10.25(12)         Business Loan Agreement dated December 27, 1996
                          between Registrant and Silicon Valley Bank for working
                          capital credit facility and term loan facility.

        10.26(4)          Master Loan and Security Agreement between the Company
                          and Transamerica Business Credit Corporation, dated
                          June 26, 1998.

        10.27(4)          Stock Subscription Warrant Agreement between the
                          Company and Transamerica Business Credit Corporation,
                          dated June 26, 1998.

        10.28(13)         Silicon Valley Bank Loan Agreement.

        10.29(13)         Collateral Assignment, Patent Mortgage and Security
                          Agreement between the Company and Silicon Valley Bank.

        10.30(10)+        Asset Purchase Agreement dated July 9, 1997 between
                          Registrant and Bruker Instruments, Inc. for sale of
                          assets of Registrant's NMR Probe business.

        10.31(10)         Asset Purchase Agreement dated August 15, 1997 between
                          Registrant and Neocera, Inc. for sale of Registrant's
                          assets related to its temperature controller business.

        10.32(10)         Asset Purchase Agreement dated September 3, 1997,
                          between Registrant and Niki Glass Ltd. for sale of
                          Registrant's assets related to portions of its
                          instruments business.

        10.33+            License Agreement with General Dynamics, dated May 4,
                          1999.

        10.34             Cross-License, Supply and Training Agreement, dated
                          May 4, 1999.

        27.1              Financial Data Schedule.

+         Confidential treatment granted or requested as to certain portions of
          these exhibits.

(1)       Incorporated herein by reference to the Company's Registration
          Statement on Form S-1 (Number 33-64020), filed with the SEC on May 15,
          1996, as amended.

(2)       Incorporated herein by reference to the Company's 1993 Annual Report
          on Form 10-K.

(3)       Incorporated herein by reference to the Company's Registration
          Statement on Form 8-K filed with the SEC on January 22, 1998.

(4)       Incorporated herein by reference to the Company's Form 10-Q, filed
          with the SEC on November 16, 1998.

(5)       Incorporated herein by reference to the Company's Registration
          Statement on Form S-8, filed with the SEC on November 26, 1997.

(6)       Incorporated herein by reference to the Company's Registration
          Statement on Form S-8, filed with the SEC on August 5, 1994.

(7)       Incorporated herein by reference to the Company's 1994 Annual Report
          on Form 10-K.

(8)       Incorporated herein by reference to Amendment No. 2 to the Company's
          Registration Statement on Form S-1 (Number 333-3815), filed with the
          SEC on June 17, 1996.

(9)       Incorporated herein by reference to the Company's Registration
          Statement on Form S-1 (Number 333-3815), filed with the SEC on May 10,
          1996, as amended.

(10)      Incorporated herein by reference to the Company's 1998 Annual Report
          on Form 10-K.

(11)      Incorporated herein by reference to the Company's 1995 Annual Report
          on Form 10-K.

(12)      Incorporated herein by reference to the Company's 1996 Annual Report
          on Form 10-K.

(13)      Incorporated herein by reference to the Company's Form 10-Q, filed
          with the SEC on May 14, 1998.

(B) Reports on Form 8-K.

The Company filed no reports on Form 8-K during the quarter for which this
report is filed.

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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.

                             CONDUCTUS, INC.

Dated:  May 27, 1999         /s/ Ron Wilderink
                             ----------------------------------------------
                             Ron Wilderink, Vice President of Finance
                             and Chief Financial Officer