SC 14D1/A

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549

                                SCHEDULE 14D-1
                                AMENDMENT NO. 7
     TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1) OF THE SECURITIES
                             EXCHANGE ACT OF 1934

                                      AND

                                 SCHEDULE 13D
                                AMENDMENT NO. 7
                   UNDER THE SECURITIES EXCHANGE ACT OF 1934

                              CIRCON CORPORATION
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                            NAME OF SUBJECT COMPANY

                             USS ACQUISITION CORP
                      UNITED STATES SURGICAL CORPORATION
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                                    BIDDERS

                    COMMON STOCK, PAR VALUE $0.01 PER SHARE
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                         TITLE OF CLASS OF SECURITIES

                                  172736 10 
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                      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, Amendment No.3 dated August 20, 1996, Amendment
     No. 4 dated August 30, 1996, Amendment No. 5 dated September 17,
     1996, and Amendment No. 6 dated September 18, 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. 7 to Schedule 14D-1
     also constitutes Amendment No. 7 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.

          Item 10(f) of Schedule 14D-1 is hereby amended and supple-
     mented as follows:

          On September 30, 1996, Parent issued a press release, a copy
     of which is attached hereto as Exhibit (a)(17) and is incorporat-
     ed herein by reference, relating to the extension of the Offer
     until 6:00 p.m., New York City time, on December 13, 1996, unless
     further extended.  The Offer was scheduled to expire at 6:00
     p.m., New York City time, on September 30, 1996.  

     ITEM 11.  MATERIAL TO BE FILED AS EXHIBITS.

          (a)(17)        Text of Press Release issued by United States
                         Surgical Corporation on September 30, 1996.



                                   SIGNATURE

          After due inquiry and to the best of my knowledge and
     belief, I certify that the information set forth in this state-
     ment is true, complete and correct.

     Dated:   October 1, 1996

                                     USS ACQUISITION CORP.

                                      By: /s/ THOMAS R. BREMER          
                                          ---------------------------
                                         Name:  Thomas R. Bremer
                                         Title: President

                                     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)(17)          Text of Press Release issued by United States
                         Surgical Corporation on September 30, 1996.

EX-99

                                                       Exhibit (a)(17)

    FOR IMMEDIATE RELEASE:  September 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
    mscipione@ussurg.com        srose@ussurg.com


              UNITED STATES SURGICAL CORPORATION EXTENDS TENDER
              OFFER TO ACQUIRE CIRCON FOR $18 PER SHARE IN CASH

         NORWALK, Conn. -- United States Surgical Corporation (NYSE:USS)
    announced today that it is extending its cash tender offer for all
    the outstanding common shares of Circon Corporation (NASDAQ:CCON) at
    a price of $18 per share.  The offer, which commenced on August 2,
    1996, has been extended through 6:00 p.m., New York City time,
    December 13, 1996.  As of 6:00 p.m., New York City time on September
    30, 1996, 7,393,030 shares of Circon's outstanding common stock had
    been tendered to USS under the terms of the offer.  The 7,393,030
    shares tendered, plus the 1,000,100 shares previously purchased by
    USS represent 67% of Circon's outstanding common stock.  

         Leon C. Hirsch, Chairman and CEO of United States Surgical
    Corporation said, "Our offer continues to represent an excellent
    opportunity for Circon's shareholders.  We are pleased that so many
    of Circon's shareholders have demonstrated their support by tendering
    their shares.  We are in court seeking to remove the impediments
    Circon has placed between our offer and their shareholders, and look
    forward to receiving legal remedy.  Meanwhile, we are fully committed
    to accomplishing this transaction, and will continue to pursue every
    possible avenue for achieving our goal."

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