SC 14D1/A

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549

                                SCHEDULE 14D-1
                                AMENDMENT NO. 3
     TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1) OF THE SECURITIES
                             EXCHANGE ACT OF 1934

                                      AND

                                 SCHEDULE 13D
                                AMENDMENT NO. 3
                   UNDER THE SECURITIES EXCHANGE ACT OF 1934

                              CIRCON CORPORATION
                           (NAME OF SUBJECT COMPANY)

                             USS ACQUISITION CORP.
                      UNITED STATES SURGICAL CORPORATION
                                   (BIDDERS)

                    COMMON STOCK, PAR VALUE $0.01 PER SHARE
                         (TITLE OF CLASS OF SECURITIES)

                                  172736 10 0
                      (CUSIP NUMBER OF CLASS OF SECURITIES)

                               THOMAS R. BREMER
                             USS ACQUISITION CORP.
                    C/O UNITED STATES SURGICAL CORPORATION
                               150 GLOVER AVENUE
                          NORWALK, CONNECTICUT  06856
                          TELEPHONE:  (203) 845-1000
          (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO
            RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF BIDDERS)

                                with a copy to:

                             PAUL T. SCHNELL, ESQ.
                     SKADDEN, ARPS, SLATE, MEAGHER & FLOM
                               919 THIRD AVENUE
                           NEW YORK, NEW YORK  10022
                          TELEPHONE:  (212) 735-3000
                                                                      
          United States Surgical Corporation, a Delaware corporation
     ("Parent"), and USS Acquisition Corp., a Delaware corporation
     (the "Purchaser"), and a wholly owned subsidiary of Parent,
     hereby further amend and supplement their Statement on Schedule
     14D-1 ("Schedule 14D-1"), filed with the Securities and Exchange
     Commission (the "Commission") on August 2, 1996, as amended by
     Amendment No.1 dated August 16, 1996 and Amendment No. 2 dated
     August 20, 1996, with respect to the Purchaser's offer to
     purchase all of the outstanding shares of Common Stock, par value
     $0.01 per share (the "Shares"), of Circon Corporation, a Delaware
     corporation (the "Company"), at a price of $18.00 per Share, net
     to the seller in cash, without interest thereon, upon the terms
     and subject to the conditions set forth in the Offer to Purchase,
     dated August 2, 1996 (the "Offer to Purchase").  This Amendment
     No.3 to Schedule 14D-1 also constitutes Amendment No.3 to the
     Statement on Schedule 13D of the Purchaser and Parent.  The item
     numbers and responses thereto below are in accordance with the
     requirements of Schedule 14D-1.

          Unless otherwise indicated herein, each capitalized term
     used but not defined herein shall have the meaning assigned to
     such term in Schedule 14D-1 or in the Offer to Purchase referred
     to therein.

     ITEM 10.  ADDITIONAL INFORMATION.

          The information set forth in Item (10)(c) of Schedule 14D-1
     is hereby amended and supplemented by the following information:

          On August 20, 1996, Parent issued a press release, a copy of
     which is attached hereto as Exhibit (a)(10) and incorporated
     herein by reference, relating to the expiration of the applicable
     waiting period under the Hart-Scott-Rodino Antitrust Improvements
     Act of 1976.

     ITEM 11.  MATERIAL TO BE FILED AS EXHIBITS.

          (a)(10)   Text of Press Release issued by United States
                    Surgical Corporation on August 20, 1996.

                                 SIGNATURE

          After due inquiry and to the best of my knowledge and
     belief, I certify that the information set forth in this
     statement is true, complete and correct.

     Dated:  August 20, 1996

                                     USS ACQUISITION CORP.

                                     By:/s/ THOMAS R. BREMER           
                                        ____________________________
                                         Name:   Thomas R. Bremer
                                         Title:  President 

                                     UNITED STATES SURGICAL
                                     CORPORATION

                                     By:/s/ THOMAS R. BREMER           
                                        ____________________________
                                         Name: Thomas R. Bremer        
                                         Title: Senior Vice President 
                                                and General Counsel

                                 EXHIBIT INDEX

     EXHIBIT        EXHIBIT NAME

     (a)(10)        Text of Press Release issued by United States
                    Surgical Corporation on August 20, 1996.

EX-99

                                                      Exhibit (a)(10)

    FOR IMMEDIATE RELEASE:  August 20, 1996

    INVESTOR CONTACT:                  U.S. SURGICAL HOME PAGE:
    Marianne Scipione                  http://www.ussurg.com
    Vice President
    Corporate Communications   
    203-845-1404

             UNITED STATES SURGICAL CORPORATION PASSES ANTI-TRUST
                       OBSTACLE IN CIRCON TENDER OFFER

         NORWALK, Conn.-- United States Surgical Corporation (NYSE:USS)
    announced, with respect to its $18 cash tender offer for all
    outstanding shares of common stock of Circon Corporation
    (NASDAQ:CCON), that the Hart-Scott-Rodino waiting period has expired. 
    This waiting period refers to the time during which the government
    could review the proposed merger and raise anti-trust concerns.  As a
    result, no further governmental review is required to consummate the
    offer.  A USS spokesperson stated that, "The company is pleased in
    overcoming our first obstacle to concluding our proposal to acquire
    Circon".

         The tender offer is scheduled to expire at midnight, EDT on
    Thursday, August 29, 1996, unless extended.

         United States Surgical Corporation is a diversified surgical
    products company specializing in technologies that improve patient
    care and lower health care costs.