Conceptus (CPTS)

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held June 4, 2008

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 4, 2008 at 10:00 a.m., local time, at the Company's principal executive offices located on 331 East Evelyn Avenue, Mountain View, California 94041, for the following purposes:

1.

To elect Michael A. Baker and Peter L. Wilson as Class II directors to serve a term of three years or until their successors are elected and qualified.



2.

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



3.

To approve the Fourth Amendment to the 1995 Employee Stock Purchase Plan to increase the number of shares of Common Stock reserved for issuance thereunder by 150,000 shares.



4.

To ratify the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2008.



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 Annual 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 17, 2008 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, you are urged to mark, sign, date and return the enclosed proxy as promptly as possible in the postage-prepaid envelope enclosed for that purpose. Your shares will be voted at the Annual Meeting in accordance with your instructions. You can revoke the proxy at any time prior to voting, and the giving of a proxy will not affect your right to vote in the event you attend the Annual Meeting in person.

	Very truly yours,
	MICHAEL W. HALL Secretary

Mountain View, California
April 29, 2008

WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE SIGN AND RETURN THE ENCLOSED PROXY CARD AS PROMPTLY AS POSSIBLE IN THE ENCLOSED POSTAGE-PREPAID ENVELOPE. IF A QUORUM IS NOT REACHED, THE COMPANY WILL HAVE THE ADDED EXPENSE OF RE-ISSUING THESE PROXY MATERIALS. IF YOU ATTEND THE ANNUAL MEETING AND SO DESIRE, YOU MAY WITHDRAW YOUR PROXY AND VOTE IN PERSON.