SC 14D1/A

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549

                                SCHEDULE 14D-1
                                AMENDMENT NO. 4
   TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1) OF THE SECURITIES
                             EXCHANGE ACT OF 1934

                                      AND

                                 SCHEDULE 13D
                                AMENDMENT NO. 4
                   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 further 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 by
     Amendment No.1 dated August 16, 1996,  Amendment No. 2 dated
     August 20, 1996, and Amendment No.3 dated August 20, 1996, 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. 4 to Schedule 14D-1 also constitutes Amendment No. 4 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.

          On August 30, 1996, Parent issued a press release, a copy of
     which is attached hereto as Exhibit (a)(11) and incorporated
     herein by reference, relating to the extension of the Offer until
     6:00 p.m., New York City time, on September 30, 1996, unless
     further extended.  The Offer was scheduled to expire at 12:00
     midnight, New York City time, on August 29, 1996.

     ITEM 11.  MATERIAL TO BE FILED AS EXHIBITS.

          (a)(11)   Text of Press Release issued by United States
                    Surgical Corporation on August 30, 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 30, 1996

                                     USS ACQUISITION CORP.

                                     By:/s/ RICHARD A. DOUVILLE        
                                         Name:   Richard A. Douville
                                         Title:  Treasurer

                                     UNITED STATES SURGICAL
                                     CORPORATION

                                     By:/s/ RICHARD A. DOUVILLE        
                                         Name:   Richard A. Douville     
                                         Title:  Vice President, Treasurer and
                                                 Chief Financial Officer



     EXHIBIT INDEX

     EXHIBIT        EXHIBIT NAME

     (a)(11)        Text of Press Release issued by United States
                    Surgical Corporation on August 30, 1996.

EX-99

                                                      Exhibit (a)(11)

    FOR IMMEDIATE RELEASE:  August 30, 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

                 UNITED STATES SURGICAL CORPORATION EXTENDS
                         TENDER OFFER FOR CIRCON

         NORWALK, Conn.-- United States Surgical Corporation (NYSE:USS)
    announced today that it is extending its $18 per share cash tender 
    offer for all the outstanding common shares of Circon Corporation
    (NASDAQ:CCON).  The offer, which commenced on August 2, 1996, and was
    scheduled to expire on August 29, has been extended through 6:00 p.m., 
    New York City time, September 30, 1996.  As of 12:00 midnight, 
    New York City time, on Thursday, August 29, 1996, 6,992,428 shares 
    of Circon's outstanding common stock had been tendered under the
    terms of the offer.  The 6,992,428 shares tendered, plus the 1,000,100 
    shares previously purchased by USS represent 63% of Circon's 
    outstanding common stock.

          Leon C. Hirsch, Chairman and Chief Executive Officer
    of United States Surgical Corporation, said, "Our offer continues 
    to represent an excellent opportunity for Circon's shareholders.  We 
    expect that Circon's management and Board will recognize the business
    realities and the sentiments of their own shareholders and conclude 
    that our offer is compelling."

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