1
                                                Filed Pursuant to Rule 424(b)(3)
                                            Registration Statement No. 333-34075


                                   Supplement
                                       to
                       Prospectus dated September 22, 1997

         Change in Selling Shareholders. PAS/ACT, LLC (Easton Capital), a
Delaware limited liability corporation and the holder of 20,671 shares of Common
Stock of United States Surgical Corporation which are the subject of the
Prospectus dated September 22, 1997, may make a distribution of a part of such
shares to its partners prior to their sale. Shares so distributed may
subsequently be offered and sold by individual partners subject to the terms and
conditions of the Prospectus. The identities of such partners and number of
shares to be distributed and subsequently offered and sold by each are as
follows: Auldgate Investments - 4,192, Ashtree Corp. - 1,747, Jim Lane - 1,747,
Paine Webber Inc., as custodian of the IRA account of Jason F. Fensterstock -
1,048, Paine Webber Inc., as custodian of the IRA account of Joyce Fensterstock
- - 1,747, Paine Webber Inc., as custodian of the IRA account of Blair
Fensterstock - 873, Richard Yancy - 873, Stephen Case - 873, Brad Stephens -
524, Edward Kosinski - 1,747, Janet Tweed-Arkush - 524, Gary Schonwald - 873,
JIBJEB Partners - 873, Edward Casey - 524, John Friedman - 1,994, Steven Casey -
446, Khalid Quadir - 65.

         This Prospectus also covers certain sales by donees and pledgees of the
selling shareholders named in the Prospectus.

                        Supplement Dated October 24, 1997