SC 14D1/A

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549

                                SCHEDULE 14D-1
                               AMENDMENT NO. 10
              TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                                      AND

                                 SCHEDULE 13D
                               AMENDMENT NO. 10
                   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 LLP
                             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, Amendment No. 6 dated September 18, 1996, Amendment No. 7
     dated October 1, 1996, Amendment No. 8 dated December 16, 1996
     and Amendment No. 9 dated December 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"), together
     with any associated preferred stock purchase rights (the
     "Rights"), at a price of $17.00 per Share (and associated Right),
     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"), as
     amended and supplemented by the Supplement thereto, dated
     December 18, 1996 (the "Supplement"), and the revised Letter of
     Transmittal (which, as amended from time to time, together
     constitute the "Offer").  This Amendment No. 10 to Schedule 14D-1
     also constitutes Amendment No. 10 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 and
     Supplement referred to therein.

     ITEM 10.  ADDITIONAL INFORMATION.

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

          On February 13, 1997, Parent issued a press release, a copy
     of which is attached hereto as Exhibit (a)(24) and is
     incorporated herein by reference, relating to the extension of
     the Offer until 6:00 p.m., New York City time, on June 16, 1997,
     unless further extended.  The Offer was scheduled to expire at
     6:00 p.m., New York City time, on February 13, 1997.  

     ITEM 11.  MATERIAL TO BE FILED AS EXHIBITS.

          (a)(24)        Text of Press Release issued by United States
                         Surgical Corporation on February 13, 1997.



                                 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:   February 14, 1997

                                     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)(24)        Text of Press Release issued by United States
                         Surgical Corporation on February 14, 1997.

EX-99

                                                       Exhibit (a)(24)

    FOR IMMEDIATE RELEASE:  February 14, 1997

    INVESTOR CONTACT:        U.S. SURGICAL HOME PAGE    MEDIA CONTACT:
    Marianne Scipione        http://www.ussurg.com      Steve Rose 
    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 FOR CIRCON

         NORWALK, Conn. -- United States Surgical Corporation (NYSE:USS)
    announced today that it is extending its $17 per share cash tender
    offer for all the outstanding common shares of Circon Corporation
    (NASDAQ:CCON).  The offer, which commenced on August 2, 1996, has
    been extended through 6:00 p.m., New York City time, June 16, 1997. 
    As of 6:00 p.m., New York City time, on Thursday, February 13, 1997,
    7,809,304 shares of Circon's outstanding common stock had been
    tendered under the terms of the offer.  The 7,809,304 shares
    tendered, plus the 1,000,100 shares previously purchased by USS,
    represent 79% of the shares of Circon's common stock not owned by
    Circon's management and Board, based on their most recent 10-Q and
    proxy statements.

         Leon C. Hirsch, chairman, said, "Despite their promises,
    Circon's management delivered yet another quarter of poor results for
    its shareholders.  Total sales and operating income (before non-
    recurring charges) in the fourth quarter were down from the
    comparable quarter in 1995, and were flat with the third quarter of
    1996.  Total sales for 1996 compared to 1995 decreased by 4% and
    operating income (before non-recurring charges) decreased by 24% year
    over year.  Despite special charges of $13.4 million in 1995 related
    to the Cabot acquisition, Circon's management has been unable to turn
    its strategic plan into tangible operational improvements.  Our offer
    continues to represent an excellent opportunity for Circon's
    shareholders and we are still very interested in meeting with
    Circon's management to discuss our proposal."

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