SCHEDULE 14A INFORMATION
 
                  Proxy Statement Pursuant to Section 14(a) of
            the Securities Exchange Act of 1934 (Amendment No.    )
 
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    / /  Soliciting Material Pursuant to Section 240.14a-11(c) or Section 
         240.14a-12

                             CIRCON CORPORATION
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                (Name of Registrant as Specified In Its Charter)
 
- --------------------------------------------------------------------------------
    (Name of Person(s) Filing Proxy Statement, if other than the Registrant)
 
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VOTE FOR CIRCON
                                    CIRCON


FELLOW CIRCON SHAREHOLDERS:


CIRCON'S SALES AND PROFITS ARE GROWING STRONGLY. Our strategic plan calls for 
the value of the Company to continue to grow and shareholders to be rewarded 
accordingly.

U.S. Surgical (USSC) wants this value for themselves and THEY WANT TO PAY AS 
LITTLE AS POSSIBLE. They have spent MILLIONS of dollars to further their 
CAUSE. WHY? BECAUSE THEY EXPECT ENORMOUS PROFITS BY ACQUIRING CIRCON AT A 
BARGAIN PRICE!

Our INDEPENDENT board members have carefully considered USSC's proposals. The 
Board's overwhelming conclusion:
                                       
                        NOW IS THE WRONG TIME TO SELL
                    DON'T VOTE FOR U.S. SURGICAL'S NOMINEES

We think you will reach the same conclusion if you consider these three facts:

    1.  Current results show that the CIRCON STRATEGIC PLAN IS WORKING -- 
        sales and profits are accelerating. Selling the Company now, deprives 
        shareholders of the real value of an investment in Circon.

    2.  The hand-picked USSC NOMINEES ARE NOT INDEPENDENT -- USSC has given 
        each of these nominees $100,000 in stock and agreed to indemnify 
        them. YOU DON'T WANT THESE INDIVIDUALS NEGOTIATING WITH USSC ON YOUR 
        BEHALF!

    3.  CIRCON'S BOARD MEMBERS, who own over 15% of the Company, have one 
        objective -- MAXIMIZING THE VALUE OF YOUR CIRCON INVESTMENT FOR YOU, 
        our shareholders. USSC's nominees have another objective --  forcing 
        a quick sale of the Company as USSC has requested.
                                       
                          DON'T LEAVE MONEY ON THE TABLE!
      TAKE THE ACTION THAT IS IN YOUR BEST INTEREST, NOT THE INTEREST OF USSC

                      VOTE THE WHITE PROXY CARD FOR CIRCON


                                       Sincerely,


                                       /s/  RICHARD A. AUHLL
                                       -----------------------------
                                       Richard A. Auhll
                                       President and Chairman of the Board


Even if you have already voted the blue card, you can revoke your vote now by 
executing the WHITE card today or by simply calling our proxy solicitor D.F. 
King at (800) 628-8510. Ask for Ann Bekesh or John Cornwell. They can also 
answer any questions you may have regarding voting your proxy.