Conceptus (CPTS)

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held June 7, 2006

TO THE STOCKHOLDERS:

NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Conceptus, Inc., a Delaware corporation (the “Company”), will be held on Wednesday, June 7, 2006 at 10:00 a.m., local time, at the Company’s executive office located on 331 East Evelyn Avenue, Mountain View, California 94041, for the following purposes:

1.      To elect Class III directors to serve a term of three years or until their successors are elected and qualified.

2.      To ratify the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2006.

3.      To approve the Eighth Amended and Restated 2001 Equity Incentive Plan to increase the number of the shares of Common Stock reserved for issuance thereunder by 1,500,000 shares.

4.      To approve an amendment to the 1995 Employee Stock Purchase Plan to increase the number of the shares of Common Stock reserved for issuance thereunder by 160,000 shares.

5.      To conduct such other business as may properly come before the meeting or any postponement or adjournment(s) thereof.

The foregoing items of business are more fully described in the Proxy Statement accompanying this Notice. We know of no other matters to be presented at the Meeting. If any other matters come before the Annual Meeting, it is the intention of the proxy holders to vote on such matters in accordance with their best judgment. Only stockholders of record at the close of business on Thursday, April 13, 2006 are entitled to notice of and to vote at the Annual Meeting and any adjournments thereof.

All stockholders are cordially invited to attend the Annual Meeting. It is important that your shares be represented at the Annual Meeting. Whether or not you plan to attend the Annual Meeting,