Exhibit 99(d)(3)

INNERDYNE;INC.


                        DUAL PARTY CONFIDENTIAL DISCLOSURE AGREEMENT

      This Agreement is effective this fourth day of October, 1999 by and
between InnerDyne, Inc., having an address of 1244 Reamwood Avenue,
Sunnyvale, California, 94089, (hereinafter referred to as "InnerDyne") and
United States Surgical, a division of Tyco Healthcare Group LP, a Delaware
limited partnership, having a place of business at 150 Glover Avenue,
Norwalk, Connecticut 06856 (hereinafter referred to as "USS"):

      WHEREAS, InnerDyne possesses certain technical information related to
laparoscopic access instrumentation; and

      WHEREAS, USS is interested in evaluating InnerDyne's technical
information in order to determine the desirability of acquiring rights in and
to the technical information; and

      WHEREAS, it may be necessary for USS to disclose certain confidential
and proprietary information of USS to InnerDyne in order to effectively
evaluate InnerDyne's technical information.

      NOW, THEREFORE, in consideration of the promises and of the mutual
covenants, conditions, and limitations herein contained, USS and InnerDyne do
hereby agree as follows:

      1.  InnerDyne may disclose to USS confidential and proprietary
technical information relating to laparoscopic access instrumentation solely
for the purpose of and in sufficient detail to enable USS to fully evaluate
such technical information to determine the desirability of acquiring rights
to make, use and/or sell products incorporating InnerDyne's technical
information.  USS may also disclose to InnerDyne such proprietary and
confidential information of USS as it deems necessary and desirable to
effectuate its evaluation of InnerDyne's technical information.

      2.  Each party agrees to accept the disclosures of the other party on a
confidential basis ("CONFIDENTIAL INFORMATION") and to exercise the same
degree of care with respect to the other party's CONFIDENTIAL INFORMATION as
is exercised in preserving and safeguarding its own confidential and
proprietary information, but no less than a reasonable degree of care.  Each
party further agrees not to disclose the other party's CONFIDENTIAL
INFORMATION other than to those of its officers, directors, employees,
advisors, attorneys, consultants or agents (hereinafter referred to
collectively as "Representatives") with a need to know the CONFIDENTIAL
INFORMATION to carry out the purpose of this agreement, provided that such
Representatives shall have agreed to be bound in writing to maintain
confidentiality of the CONFIDENTIAL INFORMATION.  In order to be considered
CONFIDENTIAL INFORMATION subject to the terms and conditions of this
Agreement, information must be disclosed to the receiving party in written or
other tangible form which is clearly marked "Confidential", or be designated
as confidential in writing when the confidential information is revealed; or
if disclosed orally, then designated as confidential orally when disclosed,
and confirmed within thirty (30) days in writing as confidential.




It is further agreed by the parties that the existence, the terms and the
conditions of this Agreement shall be deemed to be CONFIDENTIAL INFORMATION
of both parties, and shall be safeguarded accordingly and not disclosed to
others.

      3.  It is hereby acknowledged by InnerDyne that USS shall incur no
obligation or liability other than as set forth herein merely for examining and
considering InnerDyne's CONFIDENTIAL INFORMATION. Similarly, it is hereby
acknowledged by USS that InnerDyne shall incur no obligation or liability
other than as set forth herein merely for examining and considering USS's
CONFIDENTIAL INFORMATION. USS and InnerDyne further agree that neither will
disclose or use (except as provided in Section 1 hereof) the other's
CONFIDENTIAL INFORMATION unless and until a further signed agreement is made
between the parties setting forth the terms and conditions under which rights
to such CONFIDENTIAL INFORMATION are to be acquired.

      4.  Notwithstanding the foregoing, a receiving party's obligations
under paragraphs 2 and 3 above shall not extend to any disclosed information:

             (a)  that was publicly available prior to the date of disclosure
                  by the disclosing party; or

             (b)  that has been received by the receiving party from another
                  source not under obligation of secrecy to the disclosing
                  party; or

             (c)  that becomes publicly available not due to any unauthorized
                  act by the receiving party; or

             (d)  that is independently developed by the receiving party, as
                  evidenced by written documentation.


      5.  The parties hereby agree that no right or license under any patent,
copyright, or trademark of USS or InnerDyne is granted, or is to be construed
as being granted, to either party by the terms and conditions of this
Agreement. Further, the parties hereby agree that no announcements of actual
or potential collaboration between USS and InnerDyne will be made by either
party without the prior written consent of the other party, which consent
shall not unreasonably be withheld.

      6.  This Agreement shall be integrated and construed, and the legal
relations created herein shall be determined, in accordance with the laws of
the State of Delaware.

      7.  The validity and/or enforceability of any clause of this Agreement,
or part thereof, shall not affect the validity and/or enforceability of any
other clause, or part thereof.

      8.  Excepting only formal written agreements executed hereafter or
concurrently herewith, this Agreement sets forth the entire agreement and
understanding between the parties with respect to the subject matter hereof
and merges or supersedes all prior discussions, proposals, offers, and
agreements, if any, with respect thereto, and there are no understandings,
representations or warranties of any kind except as set forth herein.




      9.  This Agreement shall be binding upon and inure to the benefit
of USS, its successors and assigns, and InnerDyne, its successors and assigns.

     10.  Each party's obligation under paragraphs 2 and 3 shall become
effective and remain in full force for a period of three (3) years from the
date of execution of this Agreement.







AGREED TO AND ACCEPTED

INNERDYNE, INC.


By:  /s/ Robert A. Stern
   ---------------------------
   Robert A. Stern

Title: Vice President and Chief Financial Officer

Date: October 4, 1999



UNITED STATES SURGICAL, a
Division of Tyco Healthcare Group LP

By: /s/ John C. Andreas
   ---------------------------
Title: Vice President and General Counsel

Date: October 5, 1999