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Conceptus, Inc.

1021 Howard Ave.

San Carlos, CA 94070

August 25,
2005

Mr. Gary
Todd

Ms. Kristin
Lochhead

United
States Securities and Exchange Commission

Division
of Corporation, Finance

100
F Street, NE

Mailstop
6010

Washington,
D.C. 20549

Re:                               Conceptus, Inc.

Form 10-K
for the year ended December 31, 2004

File No. 000-27596

Dear
Mr. Todd:

We
are writing to you in regards to your letter dated July 14, 2005, in which
you provided comments related to the filing of our 10-K report as of December 31,
2004. In this regard, we would like to bring to your attention the following
responses:

Results of Operations, page 31:

1.              We see from the significant
customer disclosure (page 63) that customers “C, E and F”, who accounted
for a combined 70% of your revenue in 2003, each accounted for less than 10% of
your revenue in 2004. To the extent important to an understanding of your
revenues and trends therein, MD&A in future filings should address changes
in significant customers:

Due to a formatting/editing error, the table on page 63,
which summarizes customers with greater than 10% of net sales, incorrectly
reported the data for fiscal year 2002 under fiscal year 2003. The percentages
for the customers mentioned in your comment for fiscal year 2003 should have been
zero. The Company will rectify the table with the filing of the 10-K form as of
December 31, 2005.

Revenue Recognition, page 65:

2.              We note from page 15 that
you provide a training program for the use of the Essure product, including one
on one training sessions for new physicians who have pre-scheduled Essure
procedures. We also note that you are required to have a professional trainer
in attendance during a physician trainee’s initial procedures. Tell us how you
account for product revenues in transactions where you have training
obligations and show us that your accounting is appropriate in GAAP. Also, tell
us whether revenue is allocated to training services, and, if so, how the
amount of that revenue is measured and recognized. Tell us how your practices
consider the guidance from EITF 00-21. Unless insignificant, please make
accounting policy disclosure about this matter in future filings:

The training offered by the Company is composed of a
preceptorship of three to five procedures. The trainer can either be a Company
employee, a per diem contractor or another Essure trained physician. In

the case of a per diem contractor, the Company pays
the contractor $300 for each procedure that he or she attends. For each
preceptorship session, the Company sells the hospital or physician the
necessary product to perform the procedure. In most cases, the preceptorship is
performed within 2-3 days within the sale of the product to the physician/hospital.
Upon completion of the cases that comprise the preceptorship, the physician is qualified
to perform procedures on his or her own and there is no future training
obligation by the Company without additional training.

Under the guidance set forth by EITF 00-21, a vendor
should evaluate all deliverables in an arrangement to determine whether they
represent separate units of accounting. The evaluation is based on meeting all
the criteria established in paragraph 9 of the guidance, which are:

a)              The delivered item(s) has value to the
customer on a standalone basis. That item(s) has a value in a standalone basis
if it is sold separately by any vendor or the customers could resell the
delivered item(s) on a standalone basis.

b)             There is objective and reliable evidence of
the fair value of the undelivered item(s).

c)              If the arrangement includes a general right
of return relative to the delivered item, delivery or performance of the
undelivered item(s) is considered probable and substantially in the control of
the vendor.

The following is the context of the training
provided by the Company:

•                  The
Company sells the Essure product to physicians and hospitals separately and,
therefore, the Essure product has a standalone value to the customer.

•                  Evidence
of the fair market value of the undelivered item (the training) is provided by
the price that the Company disburses per training session to per diem
contractors ($300 per session).

•                  The
Essure product sold for use during training includes a right of return under
the warranty terms if the units are found defective or non-conforming. There
are no stated return rights granted if the training was not to be provided;
however, in this context, the delivery and performance of the preceptorship is probable
and substantially in control of the Company.

For the reasons stated above, the Company meets all the
criteria established by EITF 00-21 and, therefore, the Company should recognize
revenues from the product and revenues from the training as separate units of
accounting, which would result in the deferral of the revenue allocated to
training until the preceptorship case is performed.

Due to the short timeframe (generally, 2 to 3 days)
between the sale of the product and the performance of the preceptorship case,
the number of cases pending preceptorship is limited to a level that would
result in the deferral of the revenue related to the training to be immaterial.
The Company analyzed its cases pending performance as of December 31,
2004, at which date there were approximately 100 pending cases for which units
of product had been sold. The amount of gross deferred revenue before a
relative value allocation accounts for approximately $30,000. In addition, the
analysis of the previous quarters for the fiscal year ended December 31,
2004 demonstrated a similar pattern. Due to the immateriality of the gross
deferred revenue, its recognition on a deferred basis would be nominal. As a
result, the Company recognizes revenue for the preceptorship cases at the time
of product delivery to the customer or at the time of shipment of product to
customer.

In
connection with our response, we acknowledge that:

•                       the Company is responsible for the adequacy and accuracy of the
disclosure in the filing;

•                       staff comments or changes to disclosure in response to staff comments
do not foreclose the Commission from taking any action with respect to the
filing;

•                       the Company may no assert staff comments as a defense in any proceeding
initiated by the Commission or any person under the federal securities laws of
the United States.

Please,
do not hesitate to contact me should you have further questions.

Sincerely,

Gregory
Lichtwardt

Executive Vice President, Treasurer and

Chief
Financial Officer