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. 20
                 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
          (the "Schedule 14D-1"), filed with the Securities and Exchange
          Commission (the "Commission") on August 5, 1997, as amended by
          Amendment No. 1 dated August 12, 1997, Amendment No. 2 dated
          August 14, 1997 and Amendment No. 3 dated September 25, 1997, with
          respect to the Common Stock, par value $0.01 per share, of Circon
          Corporation, a Delaware corporation ("Circon" or the "Company"). 
          This Amendment No. 4 to the Schedule 14D-1 also constitutes
          Amendment No. 20 to the Statement on Schedule 13D of the
          Purchaser and Parent filed on August 2, 1996, as amended.  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 the Schedule 14D-1 or in the Offer to Purchase
          referred to therein.

          ITEM 10. ADDITIONAL INFORMATION.

               Item 10(f) of the Schedule 14D-1 is hereby amended and
          supplemented by the following:

               On October 16, 1997, Parent issued a press release, a 
          copy of which is attached hereto as Exhibit (a)(21) and is
          incorporated herein by reference, relating to the final certified 
          voting results from the Company's October 6, 1997 stockholder's
          meeting, which were (i) that both of Parent's nominees were
          elected to the Company's Board of Directors and (ii) that
          shareholders approved Parent's resolution requesting that the
          Company's Board seek the prompt sale of the Company. 

          ITEM 11.  MATERIAL TO BE FILED AS EXHIBITS.

               Item 11 of the Schedule 14D-1 is hereby amended and
          supplemented by the following:

               (a)(21)   Press Release.



                                 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:  October 16, 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)(21)        Press Release.

EX-99

                                                            Exhibit (a)(21)


          FOR IMMEDIATE RELEASE:  October 16, 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
          marianne.scipione@ussurg.com                    steve.rose@ussurg.com


                     UNITED STATES SURGICAL WINS CIRCON
                      PROXY CONTEST BY DECISIVE MARGIN

           STOCKHOLDERS REMOVE CEO AUHLL FROM CIRCON BOARD, ELECT BOTH U.S.
                  SURGICAL NOMINEES AND ADOPT RESOLUTION TO SELL CIRCON


               NORWALK, Conn. -- United States Surgical Corporation (NYSE:USS)
          announced today that both of its nominees were elected by a
          decisive margin to the Board of Directors of Circon Corporation
          (NASDAQ:CCON), according to the final certified results of the
          votes cast at Circon's October 6, 1997 stockholders' meeting. 
          The tally also showed that Circon stockholders overwhelmingly
          approved USS' resolution requesting the Circon Board seek the
          prompt sale of the company.

               Without including shares owned by Circon insiders or by USS,
          independent shareholders supported USS' nominees and approved
          USS' `Maximize Value Resolution' by a margin of nearly 4-to-1. 
          Total support for USS' nominees and approval of the `Maximize
          Value Resolution' constituted nearly 70% of all shares voting at
          the meeting.  As a result, Chairman and Director, Richard A.
          Auhll, and Director, Paul W. Hartloff, Jr., were defeated and
          will be replaced on the Circon Board of Directors by Professor
          Charles M. Elson and Lt. Gen. Victor H. Krulak, USS' nominees.

               Leon C. Hirsch, chairman of USS, stated, "We are grateful
          for the overwhelming support of our fellow stockholders. 
          Circon's stockholders have voted by a substantial majority to
          elect our nominees and approve our `Maximize Value Resolution'. 
          By doing so, they are instructing the Circon Board to promptly
          take concrete action aimed at seeking the sale of Circon.  We are
          appalled that just yesterday after Circon's Board conceded that
          Richard Auhll and Paul Hartloff were defeated, they also
          announced that they may defy shareholder wishes and reappoint
          Richard Auhll to the board at its next meeting.  We are very
          hopeful that Circon's Board and management will begin carrying
          out its obligation to its shareholders."

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