10-Q/A

                                 FORM 10-Q/A

                    SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON, 20549

                               AMENDMENT NO. 2

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

FOR QUARTER JUNE 30, 19COMMISSION 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 June 30, 1996:  12,590,504



Item 6.     Exhibits and Reports on Form 8K


            Includes (EX-27) 







                    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



 November 26, 1996
 Date                      RICHARD A. AUHLL
                           President
                           Chief Executive Officer





November 26, 1996
Date                       R. BRUCE THOMPSON
                           Executive Vice President
                           Chief Financial Officer

EX-27

 

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<PERIOD-TYPE>                       6-MOS
<FISCAL-YEAR-END>                              DEC-31-1996
<PERIOD-END>                                   JUN-30-1996
<CASH>                                          8,722,000
<SECURITIES>                                    1,612,000
<RECEIVABLES>                                  27,968,000
<ALLOWANCES>                                    1,833,000
<INVENTORY>                                    34,585,000
<CURRENT-ASSETS>                               80,567,000
<PP&E>                                         89,285,000
<DEPRECIATION>                                 35,702,000
<TOTAL-ASSETS>                                169,353,000
<CURRENT-LIABILITIES>                          19,921,000
<BONDS>                                                 0
<PREFERRED-MANDATORY>                                   0
<PREFERRED>                                             0
<COMMON>                                       95,320,000
<OTHER-SE>                                       (548,000)
<TOTAL-LIABILITY-AND-EQUITY>                  169,353,000
<SALES>                                        77,024,000
<TOTAL-REVENUES>                               77,024,000
<CGS>                                          34,230,000
<TOTAL-COSTS>                                  34,230,000
<OTHER-EXPENSES>                               40,382,000
<LOSS-PROVISION>                                        0
<INTEREST-EXPENSE>                              2,130,000
<INCOME-PRETAX>                                   428,000
<INCOME-TAX>                                   (1,936,000)
<INCOME-CONTINUING>                             2,364,000
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<NET-INCOME>                                    2,364,000
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