10-K/A

FORM 10-K/A




SECURITIES AND EXCHANGE COMMISSION



WASHINGTON, D.C.  20549







ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934





FOR FISCAL YEAR ENDED  December 31, 1994  COMMISSION FILE NO. 0-12025        





CIRCON CORPORATION                                              
                                                 

(Exact Name of Registrant as Specified in Its Charter)





         Delaware                      95-3079904                           

(State or other jurisdiction of				   (I.R.S. Employer

 incorporation or organization)			     	Identification No.)





6500 Hollister Avenue, Santa Barbara, California   93117

(Address of Principal Executive Offices) 			   (Zip Code)







  Registrant's telephone number, including area code:  (805) 685-5100 



SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: NONE


SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT

             Common Stock ($.01 par value)
                (Title of class)

	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 twelve
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 by check mark if disclosure of delinquent filers pursuant to 
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this form 10-K or any
amendment to this form 10-K.  [X]
 

    The aggregate market value of the voting stock held by nonaffiliates of 
the Registrant was approximately $96,791,616 at March 13, 1995, when the
closing sale price of such stock, as reported in the NASDAQ National Market
System, was $16.00. 




    The number of shares outstanding of the Registrant's Common Stock, $.01
par value, as of March 13, 1995, was 7,970,703 shares.


               DOCUMENTS INCORPORATED BY REFERENCE      

1.  Proxy Statement dated April 20, 1995 for Part III.






                                          1

Exhibit Index

1. EX-27 Financial Data Schedule

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.



                				CIRCON CORPORATION

            				    Registrant




December 31, 1994              	                                 
             
     Date	       		RICHARD A. AUHLL

               				President

               				Chief Executive Officer




  December 31,1994             	                                
                  
      Date        			R. BRUCE THOMPSON

                 				Executive Vice President

                 				Chief Financial Officer


                                                       

EX-27

 

<ARTICLE> 5
<LEGEND>
The user should be aware that this document is NOT complete, and should refer to
the 10-K for a complete set of financial information.

       
                             
<PERIOD-TYPE>                  12-MOS
<FISCAL-YEAR-END>                          DEC-31-1994
<PERIOD-END>                               DEC-31-1994
<CASH>                                         346,000
<SECURITIES>                                20,410,000
<RECEIVABLES>                               18,234,000
<ALLOWANCES>                                 (627,000)
<INVENTORY>                                 16,471,000
<CURRENT-ASSETS>                            59,403,000
<PP&E>                                      42,762,000
<DEPRECIATION>                            (10,752,000)
<TOTAL-ASSETS>                              94,976,000
<CURRENT-LIABILITIES>                       10,814,000
<BONDS>                                              0
<COMMON>                                    59,445,000
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                          0
<OTHER-SE>                                   (655,000)
<TOTAL-LIABILITY-AND-EQUITY>                94,976,000
<SALES>                                     88,944,000
<TOTAL-REVENUES>                            88,944,000
<CGS>                                       42,643,000
<TOTAL-COSTS>                               83,326,000
<OTHER-EXPENSES>                              (266,000)
<LOSS-PROVISION>                                    0
<INTEREST-EXPENSE>                              48,000
<INCOME-PRETAX>                              5,863,000
<INCOME-TAX>                                 2,052,000
<INCOME-CONTINUING>                          3,811,000
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                 3,811,000
<EPS-PRIMARY>                                      .47
<EPS-DILUTED>                                      .47