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 19, 1999 
                                                     (January 5, 1999)
  
  
  
  
                              MAXXIM MEDICAL, INC.
 ------------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in Charter) 
   
  
  
 Texas                              0-18208                    76-0291634 
 ------------------------------------------------------------------------------
 (State or Other Jurisdiction     (Commission               (IRS Employer 
       of Incorporation)          File Number)            Identification No.) 
  
  
  
 10300 49th Street North, Clearwater, FL                             33762   
 ------------------------------------------------------------------------------
 (Address of Principal Executive Offices)                         (Zip Code) 
  
  
  
 Registrant's telephone number, including area code     (727) 561-2100       
                 

 ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS 
  
      At 5:00 p.m., New York City time, on Tuesday, January 5, 1999, the
 tender offer ("the Offer") by MMI Acquisition Corp., a Delaware corporation
 ("Sub") and a wholly owned subsidiary of Maxxim Medical, Inc., a Delaware
 corporation ("Parent"), a wholly owned subsidiary of Maxxim Medical Inc., a
 Texas corporation (the "Registrant"), to purchase  all outstanding shares
 of common stock of Circon Corporation, a Delaware corporation ("Circon"),
 par value $0.01 per share, (the "Shares") at a price per Share of $15.00,
 net to the seller in cash, without interest thereon, expired.  Based on
 preliminary information provided by Harris Trust Company of New York, the
 depositary for the Offer, approximately 12,547,831 Shares were validly
 tendered and not withdrawn, representing approximately 93.2% of the total
 outstanding Shares.  Sub accepted for payment all Shares validly tendered
 and not withdrawn in accordance with the terms of the Agreement and Plan of
 Merger (the "Merger Agreement") dated as of November 21, 1998, by and
 among Parent, Sub and Circon.  
  
      On January 8, 1999 (the "Effective Time"), pursuant to the Merger
 Agreement, Sub filed a certificate of Ownership and Merger with the
 Secretary of State of the State of Delaware, pursuant to which Sub was
 merged with and into Circon (the "Merger").  At the Effective Time, the
 separate corporate existence of Sub ceased, Circon became the surviving
 corporation of the Merger and Circon became a wholly owned subsidiary of
 Parent and an indirect wholly owned subsidiary of the Registrant.  
 Pursuant to the terms of the Merger, each Share outstanding immediately
 prior to the Effective Time (other than Shares held by Sub, Parent, the
 Registrant or Circon, or any subsidiary thereof, or by stockholders, if
 any, who are entitled to, and properly exercise, dissenters' rights
 pursuant to Section 262 of the Delaware General Corporation Law) was, by
 virtue of the Merger and without any action on the part of the holder
 thereof, converted into the right to receive $15.00 per Share, payable
 without interest thereon, upon surrender of the certificate formerly
 representing such Share. 
   
      The total cost of the acquisition, including certain fees and expenses
 incurred in connection with the Offer and the Merger and the refinancing of
 certain debt of Circon, was approximately $257 million.  The Registrant
 obtained all funds required in connection with the acquisition through a
 bank loan, pursuant to the Third Amended and Restated Credit Agreement,
 dated as of January 4, 1999 by and among the Registrant, NationsBank, N.A.,
 as agent, the Bank of Novia Scotia and First Union Bank, as managing
 agents, and the banks named therein.  
  
      The descriptions set forth in this report do not purport to be
 complete and this report is qualified in its entirety by reference to the
 documents described herein and attached as exhibits hereto. 
  
    
 ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
 EXHIBITS. 
  
      (a)  Financial Statements of Business Acquired 
       
      It is impracticable at this time for the Registrant to file the 
      financial statements of the business acquired as required by
      Rule 3-05(b) of Regulation S-X.  The required financial statements
      will be filed by the Registrant with the Commission by amendment
      to this report, on or prior to March 19, 1999.

      (b)  Pro Forma Financial Information 
       
      It is impracticable at this time for the Registrant to file the pro
      forma financial information required pursuant to Article 11 of
      Regulation S-X relative to an acquired business with this Form 8-K. 
      The required pro forma financial information will be filed by the
      Registrant with the Commission by amendment to this report, on or
      prior to March 19, 1999. 
       
      (c)  Exhibits 
       
      The following exhibits are filed as part of this report: 
  
      2.1  Agreement and Plan of Merger, dated as of November 21, 1998, by
           and among Maxxim Medical, Inc., a Delaware corporation
           ("Parent"), MMI Acquisition Corp., a Delaware corporation and a
           wholly owned subsidiary of Parent ("Sub") and Circon Corporation,
           a Delaware  corporation the ("Company") is incorporated by
           reference to Exhibit (c)(1) to the Registrant's Schedule 14D-1
           filed with the Commission on November 30, 1998, as amended on
           December 10, 1998, January 5, 1999 and January 6, 1999. 
  
      99.3 Press Release dated January 6, 1999, is incorporated by reference
           to Exhibit (a)(12) to Maxxim's Schedule 14D-1 filed with the
           Commission on November 30, 1998, as amended on December 10, 1998,
           January 5, 1999 and January 6, 1999. 
 
  

                                   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. 
  
  
                          MAXXIM MEDICAL, INC. 
  
  
 Dated: January 19, 1999       By:        /s/  Kenneth W. Davidson           
                                  --------------------------------------------
                                  By:     Kenneth W. Davidson 
                                  Title:  President and Chief  
                                          Executive Officer 
                                   

                                  EXHIBIT INDEX
  
 EXHIBIT                        
 NUMBER                           DESCRIPTION                 
                                                              
  
 2.1       Agreement and Plan of Merger, dated as of November 21, 1998, by
           and among Maxxim Medical, Inc., a Delaware corporation
           ("Parent"), MMI Acquisition Corp., a Delaware corporation and a
           wholly owned subsidiary of Parent ("Sub") and Circon Corporation,
           a Delaware  corporation the ("Company") is incorporated by
           reference to Exhibit (c)(1) to the Registrant's Schedule 14D-1
           filed with the Commission on November 30, 1998, as amended on
           December 10, 1998, January 5, 1999 and January 6, 1999. 
  
 99.3      Press Release dated January 6, 1999, is incorporated by reference
           to Exhibit (a)(12) to Maxxim's Schedule 14D-1 filed with the
           Commission on November 30, 1998, as amended on December 10, 1998,
           January 5, 1999 and January 6, 1999.
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{"company-data": {"conformed-name": "MAXXIM MEDICAL INC", "cik": "0000858660", "assigned-sic": "3842", "irs-number": "760291634", "state-of-incorporation": "TX", "fiscal-year-end": "1031"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-10600", "film-number": "99508174"}, "business-address": {"street1": "10300 49TH ST N", "city": "CLEARWATER", "state": "FL", "zip": "33762", "phone": "7132405588"}, "mail-address": {"street1": "10300 49TH STREET NORTH", "city": "CLEARWATER", "state": "FL", "zip": "33762"}}
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 19, 1999 
                                                     (January 5, 1999)
  
  
  
  
                              MAXXIM MEDICAL, INC.
 ------------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in Charter) 
   
  
  
 Texas                              0-18208                    76-0291634 
 ------------------------------------------------------------------------------
 (State or Other Jurisdiction     (Commission               (IRS Employer 
       of Incorporation)          File Number)            Identification No.) 
  
  
  
 10300 49th Street North, Clearwater, FL                             33762   
 ------------------------------------------------------------------------------
 (Address of Principal Executive Offices)                         (Zip Code) 
  
  
  
 Registrant's telephone number, including area code     (727) 561-2100       
                 

 ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS 
  
      At 5:00 p.m., New York City time, on Tuesday, January 5, 1999, the
 tender offer ("the Offer") by MMI Acquisition Corp., a Delaware corporation
 ("Sub") and a wholly owned subsidiary of Maxxim Medical, Inc., a Delaware
 corporation ("Parent"), a wholly owned subsidiary of Maxxim Medical Inc., a
 Texas corporation (the "Registrant"), to purchase  all outstanding shares
 of common stock of Circon Corporation, a Delaware corporation ("Circon"),
 par value $0.01 per share, (the "Shares") at a price per Share of $15.00,
 net to the seller in cash, without interest thereon, expired.  Based on
 preliminary information provided by Harris Trust Company of New York, the
 depositary for the Offer, approximately 12,547,831 Shares were validly
 tendered and not withdrawn, representing approximately 93.2% of the total
 outstanding Shares.  Sub accepted for payment all Shares validly tendered
 and not withdrawn in accordance with the terms of the Agreement and Plan of
 Merger (the "Merger Agreement") dated as of November 21, 1998, by and
 among Parent, Sub and Circon.  
  
      On January 8, 1999 (the "Effective Time"), pursuant to the Merger
 Agreement, Sub filed a certificate of Ownership and Merger with the
 Secretary of State of the State of Delaware, pursuant to which Sub was
 merged with and into Circon (the "Merger").  At the Effective Time, the
 separate corporate existence of Sub ceased, Circon became the surviving
 corporation of the Merger and Circon became a wholly owned subsidiary of
 Parent and an indirect wholly owned subsidiary of the Registrant.  
 Pursuant to the terms of the Merger, each Share outstanding immediately
 prior to the Effective Time (other than Shares held by Sub, Parent, the
 Registrant or Circon, or any subsidiary thereof, or by stockholders, if
 any, who are entitled to, and properly exercise, dissenters' rights
 pursuant to Section 262 of the Delaware General Corporation Law) was, by
 virtue of the Merger and without any action on the part of the holder
 thereof, converted into the right to receive $15.00 per Share, payable
 without interest thereon, upon surrender of the certificate formerly
 representing such Share. 
   
      The total cost of the acquisition, including certain fees and expenses
 incurred in connection with the Offer and the Merger and the refinancing of
 certain debt of Circon, was approximately $257 million.  The Registrant
 obtained all funds required in connection with the acquisition through a
 bank loan, pursuant to the Third Amended and Restated Credit Agreement,
 dated as of January 4, 1999 by and among the Registrant, NationsBank, N.A.,
 as agent, the Bank of Novia Scotia and First Union Bank, as managing
 agents, and the banks named therein.  
  
      The descriptions set forth in this report do not purport to be
 complete and this report is qualified in its entirety by reference to the
 documents described herein and attached as exhibits hereto. 
  
    
 ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
 EXHIBITS. 
  
      (a)  Financial Statements of Business Acquired 
       
      It is impracticable at this time for the Registrant to file the 
      financial statements of the business acquired as required by
      Rule 3-05(b) of Regulation S-X.  The required financial statements
      will be filed by the Registrant with the Commission by amendment
      to this report, on or prior to March 19, 1999.

      (b)  Pro Forma Financial Information 
       
      It is impracticable at this time for the Registrant to file the pro
      forma financial information required pursuant to Article 11 of
      Regulation S-X relative to an acquired business with this Form 8-K. 
      The required pro forma financial information will be filed by the
      Registrant with the Commission by amendment to this report, on or
      prior to March 19, 1999. 
       
      (c)  Exhibits 
       
      The following exhibits are filed as part of this report: 
  
      2.1  Agreement and Plan of Merger, dated as of November 21, 1998, by
           and among Maxxim Medical, Inc., a Delaware corporation
           ("Parent"), MMI Acquisition Corp., a Delaware corporation and a
           wholly owned subsidiary of Parent ("Sub") and Circon Corporation,
           a Delaware  corporation the ("Company") is incorporated by
           reference to Exhibit (c)(1) to the Registrant's Schedule 14D-1
           filed with the Commission on November 30, 1998, as amended on
           December 10, 1998, January 5, 1999 and January 6, 1999. 
  
      99.3 Press Release dated January 6, 1999, is incorporated by reference
           to Exhibit (a)(12) to Maxxim's Schedule 14D-1 filed with the
           Commission on November 30, 1998, as amended on December 10, 1998,
           January 5, 1999 and January 6, 1999. 
 
  

                                   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. 
  
  
                          MAXXIM MEDICAL, INC. 
  
  
 Dated: January 19, 1999       By:        /s/  Kenneth W. Davidson           
                                  --------------------------------------------
                                  By:     Kenneth W. Davidson 
                                  Title:  President and Chief  
                                          Executive Officer 
                                   

                                  EXHIBIT INDEX
  
 EXHIBIT                        
 NUMBER                           DESCRIPTION                 
                                                              
  
 2.1       Agreement and Plan of Merger, dated as of November 21, 1998, by
           and among Maxxim Medical, Inc., a Delaware corporation
           ("Parent"), MMI Acquisition Corp., a Delaware corporation and a
           wholly owned subsidiary of Parent ("Sub") and Circon Corporation,
           a Delaware  corporation the ("Company") is incorporated by
           reference to Exhibit (c)(1) to the Registrant's Schedule 14D-1
           filed with the Commission on November 30, 1998, as amended on
           December 10, 1998, January 5, 1999 and January 6, 1999. 
  
 99.3      Press Release dated January 6, 1999, is incorporated by reference
           to Exhibit (a)(12) to Maxxim's Schedule 14D-1 filed with the
           Commission on November 30, 1998, as amended on December 10, 1998,
           January 5, 1999 and January 6, 1999.