SC 14D1/A

                    SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C. 20549

                              SCHEDULE 14D-1
                             AMENDMENT NO. 6
            TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1) OF
                      THE SECURITIES EXCHANGE ACT OF 1934

                                   AND

                               SCHEDULE 13D
                             AMENDMENT NO. 22
                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, Amendment No. 3
dated September 25, 1997, Amendment No. 4 dated October 16, 1997 and
Amendment No.5 dated October 22, 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. 6 to the Schedule 14D-1
also constitutes Amendment No. 22 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 November 24, 1997, Parent issued a press release, a copy of
which is attached hereto as Exhibit (a)(23) and is incorporated herein by
reference, relating to the extension of the Offer until 6:00 p.m., New
York City time, on January 15, 1998, unless further extended.

ITEM 11.  MATERIAL TO BE FILED AS EXHIBITS.

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

      (a)(23)     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:  November 25, 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)(23)           Press Release.

EX-99

                                                            Exhibit (a)(23)

FOR IMMEDIATE RELEASE:  November 24, 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 CORPORATION EXTENDS
                      TENDER OFFER TO ACQUIRE CIRCON


      NORWALK, Conn.--United States Surgical Corporation (NYSE:USS)
announced today that it is extending through 6:00 p.m., New York City
time, on January 15, 1998, its cash tender offer for all the outstanding
common shares of Circon Corporation (NASDAQ:CCON) at a price of $16.50
per share.

      As of 6:00 p.m. New York City time on November 21, 1997, 2,784,645
shares of Circon's outstanding common stock had been tendered to USS
under the terms of the offer.

      In response to Circon's announcement that, despite his removal by
an overwhelm ing majority of the stockholders, Richard Auhll, CEO of
Circon, has been reinstated as the chairman of the Circon Board of
Directors, USS is seeking to have Mr. Auhll's reinstatement to the Board
nullified by the Delaware Chancery Court.

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