SC 14D1/A

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549

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

                                      AND

                                 SCHEDULE 13D
                                AMENDMENT NO. 1
                   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
                        (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 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, 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"), at a price of $18.00 per Share, 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 (the "Offer to Purchase").  This Amendment
     No.1 to the Schedule 14D-1 also constitutes Amendment No.1 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.

          The information set forth in Item (10) of Schedule 14D-1 is
     hereby amended and supplemented by the following information:

          On August 16, 1996, Parent issued a press release, a copy of
     which is attached hereto as Exhibit (a)(9) and incorporated
     herein by reference, relating to the Company's rejection of 
     Parent's offer.

     ITEM 11.  MATERIAL TO BE FILED AS EXHIBITS.

          (a)(9)   Text of Press Release issued by United States
                   Surgical Corporation on August 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:  August 16, 1996

                                     USS ACQUISITION CORP.

                                     By:/s/ THOMAS R. BREMER           
                                        _____________________________
                                         Name:    Thomas R. Bremer
                                         Title:   Senior Vice President 
                                                  and General Counsel 

                                     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)(9)      Text of Press Release issued by United States
                    Surgical Corporation on August 16, 1996.

EX-99

    FOR IMMEDIATE RELEASE:  August 16, 1996

    INVESTOR CONTACT:        MEDIA CONTACT:      U.S SURGICAL HOME PAGE:
    Marianne Scipione        Steve Rose          http://www.ussurg.com 
    Vice President           Director
    Corporate Communications   Media Relations
    (203) 845-1404           (203) 845-1732

               U.S SURGICAL TO CONTINUE TENDER OFFER TO ACQUIRE
                       CIRCON FOR $18 PER SHARE IN CASH

         NORWALK, Conn.--United States Surgical Corporation (NYSE:USS)
    announced today that it stands behind its cash tender offer,
    commenced on August 2, 1996, for all the outstanding common shares of
    Circon Corporation (NASDAQ:CCON) at $18 per share.

         Leon C. Hirsch, Chairman and Chief Executive Officer of United
    States Surgical Corporation, said, "We are disappointed that Circon's
    Board of Directors has shown what we believe to be a total disregard
    for the best interest of its shareholders in summarily rejecting our
    offer.  Circon's Board made their decision without even attempting to
    contact or meet with us to discuss the offer.

         "Despite Circon's poor performance, missed forecasts and
    deteriorating shareholder value before our tender, their directors
    offer shareholders no alternative and no firm value other than a
    continuation of a 'strategic plan' that has not produced results. 
    Instead, they adopt a poison pill in an attempt to forbid their
    shareholders from accepting our generous offer, which represents a
    premium of 83% over the average closing price of Ciron's common stock
    during the ten days prior to the offer.

         "We remain confident that this is a highly attractive
    opportunity for Ciron shareholders and we expect that they will make
    their own sentiments clearly known to Circon's Board and management.

         "In our conversation on August 1st, Richard A. Auhll, Chairman,
    President and Chief Executive Officer of Circon, said that he would
    confer with his advisors and get back to me.  Neither Mr. Auhll, nor
    any of his management team, directors or advisors has contacted us.

         "We believe U.S. Surgical's proposal is in the best interest of
    Circon's shareholders and employees.  The sales and operating
    synergies between U.S. Surgical and Circon are significant, and
    together the companies can better serve customers and employees." 
    Mr. Hirsch added, "Delaying direct discussions postpones these
    benefits for all.  We hope Circon's management and directors will
    recognize their duty and obligations to their shareholders, and enter
    into meaningful discussions to move the proposed merger forward."

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

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