10-Q/A

                           FORM 10-Q/A

                    SECURITIES AND EXCHANGE COMMISSION

                          WASHINGTON, D.C.  20549

                               AMENDMENT NO. 2

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

FOR QUARTER ENDED    March 31, 1996              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       93117-3019           
(Address of Principal Executive Offices)               (Zip Code)


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


          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    


Number of Common Shares Outstanding at March 31, 1996:   12,574,196       



                                     


                            SIGNATURES





Pursuant to the requirements of the Securities Exchange
Act of 1934, this amended report has been signed below
by the Chief Accounting Officer.

                                                    CIRCON CORPORATION
                                                    Registrant



 June 25, 1996                                                    
 ------------                             -----------------
 Date                                     FRED WALLACH
                                          VP, Controller

EX-27

 

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

       
                            
<PERIOD-TYPE>                 3-MOS
<FISCAL-YEAR-END>                         DEC-31-1996
<PERIOD-END>                              MAR-31-1996
<CASH>                                      8,292,000                            
<SECURITIES>                                  585,000
<RECEIVABLES>                              29,383,000
<ALLOWANCES>                                1,814,000 
<INVENTORY>                                32,648,000
<CURRENT-ASSETS>                           78,438,000
<PP&E>                                     88,395,000
<DEPRECIATION>                             34,000,000 
<TOTAL-ASSETS>                            168,921,000
<CURRENT-LIABILITIES>                      17,815,000
<BONDS>                                             0
<COMMON>                                   95,148,000
<PREFERRED-MANDATORY>                               0
<PREFERRED>                                         0
<OTHER-SE>                                    (79,000) 
<TOTAL-LIABILITY-AND-EQUITY>              168,921,000
<SALES>                                    39,962,000   
<TOTAL-REVENUES>                           39,962,000 
<CGS>                                      17,764,000
<TOTAL-COSTS>                              18,620,000 
<OTHER-EXPENSES>                               62,000
<LOSS-PROVISION>                                    0 
<INTEREST-EXPENSE>                          1,128,000 
<INCOME-PRETAX>                             2,483,000
<INCOME-TAX>                                  824,000
<INCOME-CONTINUING>                         1,659,000
<DISCONTINUED>                                      0
<EXTRAORDINARY>                                     0
<CHANGES>                                           0
<NET-INCOME>                                1,659,000    
<EPS-PRIMARY>                                    0.13
<EPS-DILUTED>                                    0.13