content: <PAGE>
  
  
                         SECURITIES AND EXCHANGE COMMISSION
  
                               WASHINGTON, D.C. 20549
  
                                     ___________
  
                                      FORM 8-K
  
                                   CURRENT REPORT
                       PURSUANT TO SECTION 13 OR 15(D) OF THE
                           SECURITIES EXCHANGE ACT OF 1934
  
         Date of Report (Date of earliest event reported): January 11, 2002
  
  
                                   CONCEPTUS, INC.
                 (Exact name of registrant as specified in charter)
  
  
             Delaware                     000-27596                 97-3170244
  (State or other jurisdiction of   (Commission file number)     (I.R.S. employer
   incorporation or organization)                              identification no.)
  
  
                                 1021 Howard Avenue
                                San Carlos, CA 94070
                 (Address of principal executive offices) (Zip code)
  
         Registrant's telephone number, including area code: (650) 802-7240
  
                               _____________________
  
  <PAGE>
  
  ITEM 4.  Changes in Registrant's Certifying Accountant.
  
  (a)     1)(i)   Effective January 11, 2002, the Company has chosen not to extend
                  the engagement of Ernst & Young LLP as the Company's independent
                  accountants
  
  
            (ii)  The reports of Ernst & Young LLP on the Company's consolidated
                  financial statements for the fiscal years ended December 31,
                  2000 and 1999 contained no adverse opinion or disclaimer of
                  opinion and were not qualified or modified as to uncertainty,
                  audit scope or accounting principles
  
  
            (iii) The decision to change independent accountants was approved by
                  the Board of Directors and the Audit Committee
  
            (iv)  During the Company's two most recent fiscal years and through
                  the date of this report, the Company has had no disagreements
                  with Ernst & Young LLP on any matter of accounting principles or
                  practices, financial statement disclosure, or auditing scope or
                  procedure, which disagreements, if not resolved to the
                  satisfaction of Ernst & Young LLP would have caused them to make
                  reference thereto in their report on the consolidated financial
                  statements of the Company for such years
  
            (v)   During the Company's two most recent fiscal years and through
                  the date of this report, the Company has had no reportable
                  events as defined in Item 304 (a) (1) (v) of Regulation S-K
  
       2)         The Company engaged PricewaterhouseCoopers LLP as its new
                  independent accountant effective January 11, 2002.
  
                  During the Company's fiscal years ended December 31, 2000 and
                  1999 and through the date of engagement of
                  PricewaterhouseCoopers LLP, the Company has not consulted with
                  PricewaterhouseCoopers LLP on items which (1) related to the
                  application of accounting principles to a specified transaction
                  (proposed or completed) by the Company; or the type of audit
                  opinion that might be rendered on the Company's financial
                  statements, and either a written report or oral advice has been
                  provided that the newly engaged accountant concluded was an
                  important factor considered by the Company in reaching a
                  decision as to the accounting, auditing or financial reporting
                  issue; or (2) concerned the subject matter of a disagreement or
                  reportable event with the former auditor (as described in
                  Item 304 (a) (2) of Regulation S-K)
  
       3)         The Company has requested that Ernst & Young LLP furnish it with
                  a letter addressed to the Securities and Exchange Commission
                  stating whether it agrees with the above statements. A copy of
                  that letter dated January 18, 2002 is filed as Exhibit 16 to
                  this Form 8-K
  
  
                                         2
  
  <PAGE>
  
  Item 7. Financial Statements and Exhibits.
  
  (c)  Exhibits:
  
        Exhibit 16    Letter from Ernst & Young LLP to the Securities and
                      Exchange Commission included herein pursuant to the
                      requirements of Item 304 (a) (3) of Regulation S-K
  
  
  
                                         3
  
  <PAGE>
  
                                     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 hereunto duly authorized.
  
                                  CONCEPTUS, INC.
                                  (Registrant)
  
  
                                  By: /s/ Glen K. Furuta
                                      ----------------------------------------
                                          Glen K. Furuta
                                          Vice President, Finance & Administration
                                          and Chief Financial Officer
  
  Dated: January 18, 2002
  
                                          4
  
  <PAGE>
  
   Exhibits:
  
   Exhibit 16    Letter from Ernst & Young LLP to the Securities and Exchange
                 Commission included herein pursuant to the requirements of Item
                 304 (a) (3) of Regulation S-K
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text: SECURITIES AND EXCHANGE COMMISSION
  
                               WASHINGTON, D.C. 20549
  
                                     ___________
  
                                      FORM 8-K
  
                                   CURRENT REPORT
                       PURSUANT TO SECTION 13 OR 15(D) OF THE
                           SECURITIES EXCHANGE ACT OF 1934
  
         Date of Report (Date of earliest event reported): January 11, 2002
  
                                   CONCEPTUS, INC.
                 (Exact name of registrant as specified in charter)
  
             Delaware                     000-27596                 97-3170244
  (State or other jurisdiction of   (Commission file number)     (I.R.S. employer
   incorporation or organization)                              identification no.)
  
                                 1021 Howard Avenue
                                San Carlos, CA 94070
                 (Address of principal executive offices) (Zip code)
  
         Registrant's telephone number, including area code: (650) 802-7240
  
                               _____________________
  ITEM 4.  Changes in Registrant's Certifying Accountant.
  
  (a)     1)(i)   Effective January 11, 2002, the Company has chosen not to extend
                  the engagement of Ernst & Young LLP as the Company's independent
                  accountants
  
            (ii)  The reports of Ernst & Young LLP on the Company's consolidated
                  financial statements for the fiscal years ended December 31,
                  2000 and 1999 contained no adverse opinion or disclaimer of
                  opinion and were not qualified or modified as to uncertainty,
                  audit scope or accounting principles
  
            (iii) The decision to change independent accountants was approved by
                  the Board of Directors and the Audit Committee
  
            (iv)  During the Company's two most recent fiscal years and through
                  the date of this report, the Company has had no disagreements
                  with Ernst & Young LLP on any matter of accounting principles or
                  practices, financial statement disclosure, or auditing scope or
                  procedure, which disagreements, if not resolved to the
                  satisfaction of Ernst & Young LLP would have caused them to make
                  reference thereto in their report on the consolidated financial
                  statements of the Company for such years
  
            (v)   During the Company's two most recent fiscal years and through
                  the date of this report, the Company has had no reportable
                  events as defined in Item 304 (a) (1) (v) of Regulation S-K
  
       2)         The Company engaged PricewaterhouseCoopers LLP as its new
                  independent accountant effective January 11, 2002.
  
                  During the Company's fiscal years ended December 31, 2000 and
                  1999 and through the date of engagement of
                  PricewaterhouseCoopers LLP, the Company has not consulted with
                  PricewaterhouseCoopers LLP on items which (1) related to the
                  application of accounting principles to a specified transaction
                  (proposed or completed) by the Company; or the type of audit
                  opinion that might be rendered on the Company's financial
                  statements, and either a written report or oral advice has been
                  provided that the newly engaged accountant concluded was an
                  important factor considered by the Company in reaching a
                  decision as to the accounting, auditing or financial reporting
                  issue; or (2) concerned the subject matter of a disagreement or
                  reportable event with the former auditor (as described in
                  Item 304 (a) (2) of Regulation S-K)
  
       3)         The Company has requested that Ernst & Young LLP furnish it with
                  a letter addressed to the Securities and Exchange Commission
                  stating whether it agrees with the above statements. A copy of
                  that letter dated January 18, 2002 is filed as Exhibit 16 to
                  this Form 8-K
  
                                         2
  Item 7. Financial Statements and Exhibits.
  
  (c)  Exhibits:
  
        Exhibit 16    Letter from Ernst & Young LLP to the Securities and
                      Exchange Commission included herein pursuant to the
                      requirements of Item 304 (a) (3) of Regulation S-K
  
                                         3
  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 hereunto duly authorized.
  
                                  CONCEPTUS, INC.
                                  (Registrant)
  
                                  By: /s/ Glen K. Furuta
                                      ----------------------------------------
                                          Glen K. Furuta
                                          Vice President, Finance & Administration
                                          and Chief Financial Officer
  
  Dated: January 18, 2002
  
                                          4
  Exhibits:
  
   Exhibit 16    Letter from Ernst & Young LLP to the Securities and Exchange
                 Commission included herein pursuant to the requirements of Item
                 304 (a) (3) of Regulation S-K