UNITED STATES
                          SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, D.C. 20549
                                           

                                      FORM 10-Q/A
                                           

     [X]  AMENDMENT TO QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE 
                               SECURITIES EXCHANGE ACT OF 1934

                  FOR THE QUARTERLY  PERIOD ENDED DECEMBER 31, 1996.
                                           
                           Commission file number: 0-28448
                                           
                          GENERAL SURGICAL INNOVATIONS, INC.
                (Exact name of Registrant as specified in its charter)
                                           


                  CALIFORNIA                              97-3170244
           (State or other jurisdiction of                (I.R.S. Employer
          incorporation or organization)                Identification No.)
                                           

                        10460 BUBB ROAD, CUPERTINO, CA 95014
                       (Address of principal executive offices)
                                           
          Registrant's telephone number, including area code: (408) 863-2500
                                           

           Securities registered pursuant to Section 12(b) of the Act: None
                                           
             Securities registered pursuant to Section 12(g) of the Act:
                            Common Stock, $.001 par value
                                           


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 12 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
                                      ---     ---


There were approximately 13,199,353 shares of Registrant's Common Stock issued
and outstanding as of  December  31, 1996.

                     -------------------------------------



     The undersigned Registrant hereby amends the following exhibit to the 
Quarterly Report on Form 10-Q for the quarter ended December 31, 1996, as set 
forth below:

     At the Commission's request, the Registration is refiling Exhibit 10.21 
in accordance with the Commission's granting of an order for confidential 
treatment of certain portions of Exhibit 10.21.



ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

     (a) EXHIBITS

          Exhibit             Description
          -------             -----------
            10.20 (1)(2)      OEM Supply Agreement (Expanded Field) dated 
                              December 20, 1996, between Ethicon
                              Endo-Surgery, Inc. and the Company 
                              ("Expanded EES Agreement").

            10.21(2)          Modification and Termination Agreement and 
                              Mutual Release dated November 12, 1996,
                              between United States Surgical Corporation and the
                              Company.

            10.22(3)          Real Estate Lease between Berg & Berg Developers 
                              and the Company.

            11.1 (3)          Statement of Computation of Earnings (Net Loss)
                              Per Share

            27.1 (3)          Financial Data Schedule

            (1)   This exhibit supercedes Exhibit 10.19.

            (2)   Confidential treatment has been granted with regard to 
                  certain portions of this exhibit by the Commission 
                  on April 17, 1997.

            (3)   Incorporated by reference to identically numbered exhibits
                  filed in response to Item 6(a), "Exhibits," of the 
                  Registrant's Quarterly Report on Form 10-Q for the 
                  quarter ended December 31, 1996, filed with the Commission
                  on February 13, 1997.

     (b) REPORTS ON FORM 8-K

     The Company filed no reports on Form 8-K during the quarter ended
     December 31, 1996.

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 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.


                          GENERAL SURGICAL INNOVATIONS, INC.
                                           


                                           
                             By:/s/   STEPHEN J. BONELLI
                                ------------------------
                                  Stephen J. Bonelli

                                  Vice President, Finance 

                                  and Chief Financial Officer
                                           
                                           
                                           
Date: May 28, 1997

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