CIRCON CORP
10-Q/A, 1997-05-15
ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS
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                                 FORM 10-Q/A

                    SECURITIES AND EXCHANGE COMMISSION

                          WASHINGTON, D.C.  20549



QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934

FOR QUARTER ENDED    March 31, 1997              COMMISSION FILE NO.  0-12025 


CIRCON CORPORATION                                                          
(Exact Name of Registrant as Specified in Its Charter)


         Delaware                                        95-3079904         
(State or other jurisdiction of                        (I.R.S. Employer
 incorporation or organization)                         Identification No.)



6500 Hollister Avenue, Santa Barbara, California       93117-3019           
(Address of Principal Executive Offices)                     (Zip Code)


Registrant's telephone number, including area code:  (805) 685-5100         


          Indicate by check mark whether the registrant (1) has
          filed all reports required to be filed by Section 13
          or 15(d) of the Securities Exchange Act of 1934
          during the preceding twelve months (or for such shorter
          period that the registrant was required to file such
          reports), and (2) has been subject to such filing 
          requirements for the past 90 days.

                         Yes  X         No    


Number of Common Shares Outstanding at March 31, 1997:   13,243,448       





                  CIRCON CORPORATION AND SUBSIDIARIES

                        CONSOLIDATED BALANCE SHEETS

                  DECEMBER 31, 1996 AND MARCH 31,1997

                  LIABILITIES AND SHAREHOLDERS' EQUITY

                (In thousands, except for share amounts)


                                                          (UNAUDITED)
                                           December 31,      March 31,
                                                 1996           1997
                                             ----------     ----------
CURRENT LIABILITIES:
  Current maturities of long-term obligations $    429      $    370
  Accounts payable                               6,344         6,504
  Accrued liabilities                           12,000        10,978
  Customer deposits                                879           765
                                               ----------    ---------
       Total current liabilities                19,652        18,617
                                               ----------    ---------
NONCURRENT LIABILITIES:
  Long-term obligations                         50,565        52,565
                                               ----------    ---------

SHAREHOLDERS' EQUITY:
Preferred stock: $0.01 par value
      1,000,000 shares authorized, none 
      outstanding
Common stock: $0.01 par value
  50,000,000 shares authorized
  13,239,746 and 13,243,448  issued and outstanding
  in 1996 and 1997, respectively                    132           132
Additional paid-in capital                      104,426       104,457
Cumulative translation adjustment                  (502)         (974)
Accumulated deficit                              (5,155)       (4,364)
                                               ----------    ----------   
Total shareholders' equity                       98,901        99,251
                                               ==========    ========== 
Total liabilities and shareholders'
     equity                                  $  169,118    $  170,433
                                               ==========    =========

                   The accompanying notes are an integral part of
                              these consolidated balance sheets.





                              SIGNATURES




  Pursuant to the requirements of the Securities Exchange Act of 1934, the 
registrant has duly caused this report to be signed on its behalf by the 
undersigned thereunto duly authorized.



                                        CIRCON CORPORATION

                                        Registrant



May 14, 1997                 
- -------------                           ------------------                 
Date                                    RICHARD A. AUHLL
                                        President
                                        Chief Executive Officer



May 14, 1997                                                                    
- ------------                            ------------------
Date                                    R. BRUCE THOMPSON
                                        Executive Vice President
                                        Chief Financial Officer






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