SC 14D1/A

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549

                                SCHEDULE 14D-1
                                AMENDMENT NO. 8
     TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1) OF THE SECURITIES
                             EXCHANGE ACT OF 1934

                                      AND

                                 SCHEDULE 13D
                                AMENDMENT NO. 8
                   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
           (INCLUDING THE ASSOCIATED PREFERRED SHARE PURCHASE RIGHTS)
                          (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,  Amendment No. 2 dated
     August 20, 1996, Amendment No.3 dated August 20, 1996, Amendment
     No. 4 dated August 30, 1996, Amendment No. 5 dated September 17,
     1996, Amendment No. 6 dated September 18, 1996, and Amendment No.
     7 dated October 1, 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"), together with any associated
     preferred stock purchase rights (the "Rights"), at a decreased
     price of $17.00 per Share (and associated Right), 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, as amended (the "Offer to Purchase").  This
     Amendment No. 8 to Schedule 14D-1 also constitutes Amendment No.
     8 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.

          Item 10(f) of Schedule 14D-1 is hereby amended and
     supplemented as follows:

          On December 16, 1996, Parent issued a press release, a copy
     of which is attached hereto as Exhibit (a)(18) and is
     incorporated herein by reference, relating to the extension of
     the Offer until 6:00 p.m., New York City time, on February 13,
     1996, unless further extended, and the lowering of the Offer
     price to $17.00 per Share (and associated Right).

     ITEM 11.  MATERIAL TO BE FILED AS EXHIBITS.

          (a)(18)        Text of Press Release issued by United States
                         Surgical Corporation on December 16, 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:   December 16, 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)(18)        Text of Press Release issued by United States
                    Surgical Corporation on December 16, 1996.

EX-99

                                                       Exhibit (a)(18)

FOR IMMEDIATE RELEASE:  December 16, 1996

INVESTOR CONTACT:    U.S. SURGICAL HOME PAGE    MEDIA CONTACT:
Marianne Scipione    http://www.ussurg.com      Steve Rose
Vice President                                  Director
Corporate Communications                        Media Relations
203-845-1404                                    203-845-1732
marianne.scipione@QMGATE.USSURG.COM             steve.rose@QMGATE.USSURG.COM

                  UNITED STATES SURGICAL CORPORATION EXTENDS
                        TENDER OFFER TO ACQUIRE CIRCON;
                    REDUCES PRICE TO $17 PER SHARE IN CASH

         NORWALK, Conn. -- United States Surgical Corporation (NYSE:USS)
    announced today that it is extending through 6:00 p.m., New York City
    time, February 13, 1997, its cash tender offer for all the outstanding
    common shares of Circon Corporation (NASDAQ:CCON) at a reduced price of
    $17 per share.  On August 2, 1996, USS commenced an offer to Circon
    shareholders of $18 per share, representing a premium of 83% over the
    average closing price of Circon's common stock during the previous ten
    trading days.

         Leon C. Hirsch, chairman and CEO of USS, said, "With the passage
    of time, not only has Circon's management been unable to achieve better
    operating results, but Circon's performance continues to be below even
    historical levels.  After adjusting for non recurring items, Circon's
    third quarter 1996 performance was well below that of third quarter
    1995, based on its SEC filings, with revenues down 8.9%, gross profit
    down 9.1% and operating income down 53.4%.  This performance
    demonstrates that Circon's management has been unable to deliver to
    their shareholders the turnaround it has been promising.  Moreover,
    management has strapped its shareholders with an even greater burden
    through the heavy expenditure of $3.2 million for a defense-related
    charge."

         USS believes Circon's management would need to achieve
    extraordinary operating improvements in order for Circon's stock
    trading price to equal USS' offer; that seems highly unlikely given
    Circon's historical record.  Assuming an industry average
    price/earnings ratio of 16 times, Circon management would need to
    deliver earnings per share (EPS) of $1.22 one year from now in order to
    equal the present value of today's $17 offer.  To do this, Circon would
    need to improve operating margins to over 20% (vs. 6.1% today) at
    current sales levels, or increase sales to $500 million (an increase of
    225% over the latest twelve months) at today's margins.  Alternatively,
    if Circon improved both its sales and margins, Circon would, for
    example, still need to increase revenues by over 50% and more than
    double margins to over 13% to achieve EPS of $1.22 or achieve a
    combination of what USS believes are other equally improbable
    improvements.

         Shareholders rallied behind USS' $18 per share offer by tendering
    80% of the shares of Circon's common stock not owned by Circon's
    management and Board, based on their 1996 June 10-Q and proxy
    statement.  In response to the offer, Circon management decided it was
    paramount to protect its own interests and installed anti-takeover
    provisions, including a poison pill and potentially costly golden
    parachutes, and stated that USS' $18 per share offer did not reflect
    Circon's long term value and that management needed additional time to
    implement its operating plan.

         Mr. Hirsch stated further, "We still firmly believe this merger is
    in the best interest of both companies and their respective
    shareholders; however, recent results suggest that Circon's management
    has been unable to deliver to its shareholders improved financial
    performance.  USS can no longer justify to its shareholders -- absent
    the ability to review and discuss with Circon's management its
    operating plan -- an offer of $18 per share and, therefore, is
    compelled to reduce its offer to $17 per share, a price which
    represents a 73% premium over Circon's average trading price for the
    ten trading days preceding our original offer.  At $17 per share,
    Circon has a price/earnings ratio of over 100 times trailing twelve
    months' earnings.  USS' tender offer is the major reason for this huge
    multiple.  USS continues to be interested in meeting with Circon's
    management to give them an opportunity to demonstrate any additional
    value which should be considered in our offer."

         Within the past ten days, USS again offered to meet with Circon's
    management to discuss in detail proposals for the merger and USS'
    valuation of Circon.  They refused such a meeting, stating that Circon
    was not for sale.

         As of 6:00 p.m. New York City time on December 13, 1996, 7,726,701
    shares of Circon's outstanding common stock had been tendered to USS
    under the terms of the offer.  The 7,726,701 shares tendered, plus the
    1,000,100 shares previously purchased by USS, represent 79% of the
    shares of Circon's common stock not owned by Circon's management and
    Board, based on their 1996 September 10-Q and June proxy.

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