<PAGE> 1
As filed with the Securities and Exchange Commission on March 16, 1995.

                                      Registration No. 33-     

              SECURITIES AND EXCHANGE COMMISSION
                     Washington, DC 20549
                    _______________________

                           FORM S-8

                    Registration Statement
                             Under
                  The Securities Act of 1933
                  __________________________

                      CONMED CORPORATION
    (Exact Name of Registrant as Specified in Its Charter)

                           NEW YORK
(State or Other Jurisdiction of Incorporation or Organization)

                          16-0977505
             (I.R.S. Employer Identification No.)

                       310 Broad Street
                     Utica, New York 13501
  (Address of Principal Executive Offices, Including Zip Code)

    Birtcher Medical Systems, Inc. 1990 Equity Incentive Plan
  Birtcher Medical Systems, Inc. 1992 Employee Stock Option Plan
Birtcher Medical Systems, Inc. 1992 Non-Employee Director Option Plan
                    (Full Title of the Plans)

                      Eugene R. Corasanti
              President, Chief Executive Officer
                   and Chairman of the Board
                       310 Broad Street
                     Utica, New York 13501
            (Name and Address of Agent For Service)

                        (315) 797-8375
 (Telephone Number, Including Area Code, of Agent For Service)

<TABLE>
<CAPTION>
                       CALCULATION OF REGISTRATION FEE

                                     Proposed       Proposed
                                     Maximum        Maximum
     Title of                        Offering      Aggregate      Amount of
 Securities to be  Amount to be     Price Per       Offering     Registration
    Registered      Registered       Share<F2>      Price<F2>        Fee
 <S>               <C>              <C>            <C>           <C>

   Common Stock
 ($.01 par value)    86,120<F1>       $19.88       $1,712,066      $591.00
<FN>
<F1>
     Based on the expected issuance of 82,132 shares under the
     1990 Equity Incentive Plan, 988 shares under the 1992
     Employee Stock Option Plan and 3,000 shares under the
     1992 Non-Employee Director Option Plan.
<F2>
     Estimated solely for the purpose of calculating the
     registration fee pursuant to Rule 457(h) based upon the
     average of the high and low prices reported on March 13,
     1995.
</FN>
</TABLE>
<PAGE>
<PAGE> 2

                            PART I

            INFORMATION REQUIRED IN THE PROSPECTUS


Item 1.   Plan Information.

          Omitted pursuant to the instructions and provisions of Form S-8.


Item 2.   Registrant Information and Employee Plan Annual Information.


          Omitted pursuant to the instructions and provisions of Form S-8.

<PAGE>
<PAGE> 1

                            PART II

      INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.   Incorporation of Documents by Reference.

          The documents listed in (a) and (b) below are
incorporated herein by reference:

          (a)  The Registrant's Annual Report on Form 10-K for
the fiscal year ended December 30, 1994.

          (b)  The description of the Registrant's Common
Stock which is contained in its Registration Statement on Form
8-A, dated August 4, 1987, filed under the 1934 Act, including
any amendments or reports filed for the purpose of updating
such description.

          In addition, all documents subsequently filed by the
Registrant pursuant to Section 13(a), 13(c), 14 and 15(d) of
the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which
de-registers all securities then remaining unsold, shall be
deemed to be incorporated herein by reference and to be part
hereof from the date of filing of such documents.


Item 4.   Description of Securities.

          Not applicable.


Item 5.   Interests of Named Experts and Counsel.

          The validity of the Common Stock which is registered
hereby and which may be issued by the Registrant pursuant to
the exercise of options granted under the Stock Option
Agreement will be passed on by Steates Remmell Steates &
Dziekan, New Hartford, New York, counsel to the Registrant. 
Robert E. Remmell, a partner of Steates Remmell Steates &
Dziekan, is the Assistant Secretary and a director of the
Registrant.


Item 6.   Indemnification of Directors and Officers.

          Section 722 of the New York Business Corporation Law
(the "BCL") provides that a corporation may indemnify an
officer or director, in the case of third party actions,
against judgments, fines, amounts paid in settlement and
reasonable expenses and, in the case of derivative actions,
against amounts paid in settlement and reasonable expenses, if
the director or officer "acted, in good faith, for a purpose
which he reasonably believed to be in . . . the best interests
of the corporation" and, in the case of criminal actions, in
addition, "had no reasonable cause to believe that his conduct
was unlawful."  Statutory indemnification may not be provided
in derivative actions in respect of a threatened action, or a
pending action which is settled or otherwise disposed of, or
any claim, issue or matter as to which such person shall have
been adjudged to be liable to the corporation, unless and only
to the extent that the court in which the action was brought,
or, if no action was brought, any court of competent
jurisdiction, determines upon application that, in view of all
the circumstances of the case, the person is fairly and
reasonably entitled to indemnity for such portion of the
settlement and expenses as the court deems proper.

<PAGE>
<PAGE> 2

          As contemplated by BCL Section 721, the Registrant's
By-laws, as amended on December 26, 1990, provide a broader
basis for indemnification in accordance with and as permitted
by BCL Article 7.

          Section 6.6 of the By-Laws of the Registrant
          (referred to in the By-Laws as the "Corporation")
          provides as follows:

               Section 6.6.  Indemnification.  The Corporation
          shall indemnify each person made or threatened to be
          made a party to any action or proceeding, whether
          civil or criminal, by reason of the fact that such
          person or such person's testator or intestate is or
          was a director or officer of the Corporation, or
          serves or served at the request of the Corporation,
          any other corporation, partnership, joint venture,
          trust, employee benefit plan or other enterprise in
          any capacity, against judgments, fines, penalties,
          amounts paid in settlement and reasonable expenses,
          including attorneys' fees, incurred in connection
          with such action or proceeding, or any appeal
          therein, provided that no such indemnification shall
          be made if a judgment or other final adjudication
          adverse to such person establishes that his or her
          acts were committed in bad faith or were the result
          of active and deliberate dishonesty and were
          material to the cause of action so adjudicated, or
          that he or she personally gained in fact a financial
          profit or other advantage to which he or she was not
          legally entitled, and provided further that no such
          indemnification shall be required with respect to
          any settlement or other nonadjudicated disposition
          of any threatened or pending action or proceeding
          unless the Corporation has given its prior consent
          to such settlement or other disposition.

               The Corporation may advance or promptly
          reimburse upon request any person entitled to
          indemnification hereunder for all expenses,
          including attorneys' fees, reasonably incurred in
          defending any action or proceeding in advance of the
          final disposition thereof upon receipt of an
          undertaking by or on behalf of such person to repay
          such amount if such person is ultimately found not
          to be entitled to indemnification or, where
          indemnification is granted, to the extent the
          expenses so advanced or reimbursed exceed the amount
          to which such person is entitled, provided, however,
          that such person shall cooperate in good faith with
          any request by the Corporation that common counsel
          be utilized by the parties to an action or
          proceeding who are similarly situated unless to do
          so would be inappropriate due to actual or potential
          differing interests between or among such parties.

               Anything in these by-laws to the contrary
          notwithstanding, no elimination of this by-law, and
          no amendment of this by-law adversely affecting the
          right of any person to indemnification or
          advancement of expenses hereunder shall be effective
          until the 60th day following notice to such person
          of such action, and no elimination of or amendment
          to this by-law shall deprive any person of his or
          her rights hereunder arising out of alleged or
          actual occurrences, acts or failures to act prior to
          such 60th day.

<PAGE>
               The Corporation shall not, except by
          elimination or amendment of this by-law in a manner
          consistent with the preceding paragraph, take any
          corporate action or enter into any agreement which
          prohibits, or otherwise limits the rights of any
          person to, indemnification in accordance with the
          provisions of this by-law.  The indemnification of
          any person provided by this by-law shall continue
          after such person has ceased to be a director,
          officer or employee of the Corporation and shall
          inure to the benefit of such person's heirs,
          executors, administrators and legal representatives.

<PAGE>
<PAGE> 3

               The Corporation is authorized to enter into
          agreements with any of its directors, officers or
          employees extending rights to indemnification and
          advancement of expenses to such person to the
          fullest extent permitted by applicable law as it
          currently exists, but the failure to enter into any
          such agreement shall not affect or limit the rights
          of such person pursuant to this by-law, it being
          expressly recognized hereby that all directors,
          officers and employees of the Corporation, by
          serving as such after the adoption hereof, are
          acting in reliance hereon and that the Corporation
          is estopped to contend otherwise.

               In case any provision in this by-law shall be
          determined at any time to be unenforceable in any
          respect, the other provisions shall not in any way
          be affected or impaired thereby, and the affected
          provision shall be given the fullest possible
          enforcement in the circumstances, it being the
          intention of the Corporation to afford indemnifica-
          tion and advancement of expenses to its directors,
          officers and employees, acting in such capacities or
          in the other capacities mentioned herein, to the
          fullest extent permitted by law.

               For purposes of this by-law, the Corporation
          shall be deemed to have requested a person to serve
          an employee benefit plan where the performance by
          such person of his or her duties to the Corporation
          also imposes duties on, or otherwise involves
          services by, such person to the plan or participants
          or beneficiaries of the plan, and excise taxes
          assessed on a person with respect to an employee
          benefit plan pursuant to applicable law shall be
          considered indemnifiable expenses.  For purposes of
          this by-law, the term "Corporation" shall include
          any legal successor to the Corporation, including
          any corporation which acquires all or substantially
          all of the assets of the Corporation in one or more
          transactions.


Item 7.   Exemption from Registration Claimed.

          Not applicable.


Item 8.   Exhibits.

     Exhibit No.                   Description


     4.1       By-Laws (incorporated herein by reference to
               Exhibit A in the Registrant's Current Report on
               Form 8-K, dated March 8, 1991 (File No. 0-16093)).

     4.2       1992 Amendment to Certificate of Incorporation
               and Restated Certificate of Incorporation
               (incorporated herein by reference to Exhibit
               3.2 in the Registrant's Annual Report on Form
               10-K for the year ended December 25, 1992).

     4.3       Warrant to Purchase Common Stock, dated
               August 31, 1989, issued by the Registrant to
               Zimmer, Inc. covering 300,000 shares of Common
               Stock (incorporated herein by reference to
               Exhibit 4.6 in the Registrant's Registration
               Statement on Form S-2 (File No. 33-40455)).

     5         Opinion of Steates Remmell Steates & Dziekan
               with respect to the securities being registered
               hereunder.

<PAGE>
<PAGE> 4


     23.1      Consent of Steates Remmell Steates & Dziekan
               (included in the opinion filed as Exhibit 5
               hereto).

     23.2      Consent of Price Waterhouse LLP.

     24        Power of Attorney (included as the signature
               page of the Registration Statement).


Item 9.   Undertakings.

(a)  The undersigned Registrant hereby undertakes:

     (1)  To file, during any period in which offers or sales
          are being made, a post-effective amendment to this
          Registration Statement:

            (i)  To include any prospectus required by Section
                 10(a)(3) of the Securities Act of 1933 (the
                 "Act");

           (ii)  To reflect in the prospectus any facts or
                 events arising after the effective date of this
                 Registration Statement (or the most recent
                 post-effective amendment thereof) which,
                 individually or in the aggregate, represent a
                 fundamental change in the information set forth
                 in this Registration Statement;

          (iii)  To include any material information with
                 respect to the plan of distribution not
                 previously disclosed in this Registration
                 Statement or any material change to such
                 information in this Registration
                 Statement;

          provided, however, that paragraphs (a)(1)(i) and
          (a)(1)(ii) do not apply if the information required
          to be included in a post-effective amendment by
          those paragraphs is contained in periodic reports
          filed by the Registrant pursuant to Section 13 or
          15(d) of the Exchange Act that are incorporated by
          reference in this Registration Statement.

     (2)  That, for the purpose of determining any liability
          under the Act, each such post-effective amendment
          shall be deemed to be a new registration statement
          relating to the securities offered therein, and the
          offering of such securities at the time shall be
          deemed to be the initial bona fide offering thereof.

     (3)  To remove from registration by means of a post-
          effective amendment any of the securities being
          registered which remain unsold at the termination of
          the offering.

(b)  The undersigned Registrant hereby undertakes that, for
     purposes of determining any liability under the Act, each
     filing of the Registrant's annual report pursuant to
     Section 13(a) or Section 15(d) of the Exchange Act (and,
     where applicable, each filing of an employee benefit
     plan's annual report pursuant to Section 15(d) of the
     Exchange Act) that is incorporated by reference in this
     Registration Statement shall be deemed to be a new
     registration statement relating to the securities offered
     therein, and the offering of such securities at that time
     shall be deemed to be the initial bona fide offering
     thereof.

<PAGE>
<PAGE> 5

(c)  Insofar as indemnification for liabilities arising under
     the Act may be permitted to directors, officers and
     controlling persons of the Registrant pursuant to the
     foregoing provisions, or otherwise, the Registrant has
     been advised that in the opinion of the Securities and
     Exchange Commission such indemnification is against
     public policy as expressed in the Act and is, therefore,
     unenforceable.  In the event that a claim for
     indemnification against such liabilities (other than the
     payment by the Registrant of expenses incurred or paid by
     a director, officer or controlling person of the
     Registrant in the successful defense of any action, suit
     or proceeding) is asserted by such director, officer or
     controlling person in connection with the securities
     being registered, the Registrant will, unless in the
     opinion of its counsel the matter has been settled by
     controlling precedent, submit to a court of appropriate
     jurisdiction the question whether such indemnification by
     it is against public policy as expressed in the Act and
     will be governed by the final adjudication of such issue.

<PAGE>
<PAGE> 6

                          SIGNATURES

          Pursuant to the requirements of the Securities Act
of 1933, as amended, the Registrant certifies that it has
reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Utica,
State of New York, on this 15th day of March, 1995.

                              CONMED Corporation



                              By:/s/Eugene R. Corasanti      
                                 Name:  Eugene R. Corasanti
                                 Title:  President, Chief
                                         Executive Officer and
                                         Chairman of the Board


                       POWER OF ATTORNEY

          KNOW ALL MEN BY THESE PRESENTS, that each person
whose signature appears below hereby constitutes and appoints
Eugene R. Corasanti, Robert D. Shallish, Jr. and Joseph J.
Corasanti and each of them, his true and lawful
attorneys-in-fact and agents, with full power of substitution
and resubstitution, for him and in his name, place and stead,
in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration
Statement, and file the same, with all exhibits thereto and
other documents in connection therewith, with the Securities
and Exchange Commission, granting unto said attorneys-in-fact
and agents, full power and authority to do and perform each
and every act and thing requisite and necessary to be done as
fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them may lawfully do or
cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of
1933, as amended, this Registration Statement has been signed
below by the following persons in the capacities indicated on
the 15th day of March, 1995.

         Signature                         Title

 /s/Eugene R. Corasanti           President, Chief Executive
    Eugene R. Corasanti           Officer and Chairman of
                                  the Board
                                  (Principal Executive Officer)

 /s/Robert D. Shallish, Jr.       Vice President - Finance
    Robert D. Shallish, Jr.       (Principal Financial and Accounting Officer)


 /s/Harry Cone                    Director
    Harry Cone

 /s/Robert E. Remmell             Director
    Robert E. Remmell

 /s/Bruce F. Daniels              Director
    Bruce F. Daniels


 /s/Joseph J. Corasanti           Director
    Joseph J. Corasanti

<PAGE>
<PAGE> 7

                         EXHIBIT INDEX

                                                 Sequentially
 Exhibit                                           Numbered
   No.                 Description                  Pages

   4.1     By-Laws (incorporated herein by
           reference to Exhibit A in the
           Registrant's Current Report on Form
           8-K, dated March 8, 1991 (File No.
           0-16093)).
   4.2     1992 Amendment to Certificate of
           Incorporation and Restated
           Certificate of Incorporation
           (incorporated herein by reference
           to Exhibit 3.2 in the Registrant's
           Annual Report on Form 10-K for the
           year ended December 25, 1992).

   4.3     Warrant to Purchase Common Stock,
           dated August 31, 1989, issued by
           the Registrant to Zimmer, Inc.
           covering 300,000 shares of Common
           Stock (incorporated herein by
           reference to Exhibit 4.6 in the
           Registrant's Registration Statement
           on Form S-2 (File No. 33-40455)).

    5      Opinion of Steates Remmell Steates
           & Dziekan with respect to the
           securities being registered
           hereunder).

   23.1    Consent of Steates Remmell Steates
           & Dziekan (included in the opinion
           filed as Exhibit 5 hereto.

   23.2    Consent of Price Waterhouse LLP.

    24     Power of Attorney (included as the
           signature page of the Registration
           Statement).
[{"type": "S-8", "sequence": "1", "description": "CONMED CORPORATION FORM S-8", "secsgml_size_bytes": 22321}]
{"company-data": {"conformed-name": "CONMED CORP", "cik": "0000816956", "assigned-sic": "3845", "irs-number": "160977505", "state-of-incorporation": "NY", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-58119", "film-number": "95521278"}, "business-address": {"street1": "310 BROAD ST", "city": "UTICA", "state": "NY", "zip": "13501", "phone": "3157978375"}, "mail-address": {"street2": "310 BROAD STREET", "city": "UTICA", "state": "NY", "zip": "13501"}}
1
As filed with the Securities and Exchange Commission on March 16, 1995.

                                      Registration No. 33-     

              SECURITIES AND EXCHANGE COMMISSION
                     Washington, DC 20549
                    _______________________

                           FORM S-8

                    Registration Statement
                             Under
                  The Securities Act of 1933
                  __________________________

                      CONMED CORPORATION
    (Exact Name of Registrant as Specified in Its Charter)

                           NEW YORK
(State or Other Jurisdiction of Incorporation or Organization)

                          16-0977505
             (I.R.S. Employer Identification No.)

                       310 Broad Street
                     Utica, New York 13501
  (Address of Principal Executive Offices, Including Zip Code)

    Birtcher Medical Systems, Inc. 1990 Equity Incentive Plan
  Birtcher Medical Systems, Inc. 1992 Employee Stock Option Plan
Birtcher Medical Systems, Inc. 1992 Non-Employee Director Option Plan
                    (Full Title of the Plans)

                      Eugene R. Corasanti
              President, Chief Executive Officer
                   and Chairman of the Board
                       310 Broad Street
                     Utica, New York 13501
            (Name and Address of Agent For Service)

                        (315) 797-8375
 (Telephone Number, Including Area Code, of Agent For Service)
CALCULATION OF REGISTRATION FEE

                                     Proposed       Proposed
                                     Maximum        Maximum
     Title of                        Offering      Aggregate      Amount of
 Securities to be  Amount to be     Price Per       Offering     Registration
    Registered      Registered       Share
Price
Fee
Common Stock
 ($.01 par value)    86,120
$19.88       $1,712,066      $591.00
Based on the expected issuance of 82,132 shares under the
     1990 Equity Incentive Plan, 988 shares under the 1992
     Employee Stock Option Plan and 3,000 shares under the
     1992 Non-Employee Director Option Plan.
Estimated solely for the purpose of calculating the
     registration fee pursuant to Rule 457(h) based upon the
     average of the high and low prices reported on March 13,
     1995.
2

                            PART I

            INFORMATION REQUIRED IN THE PROSPECTUS

Item 1.   Plan Information.

          Omitted pursuant to the instructions and provisions of Form S-8.

Item 2.   Registrant Information and Employee Plan Annual Information.

          Omitted pursuant to the instructions and provisions of Form S-8.
1

                            PART II

      INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

          The documents listed in (a) and (b) below are
incorporated herein by reference:

          (a)  The Registrant's Annual Report on Form 10-K for
the fiscal year ended December 30, 1994.

          (b)  The description of the Registrant's Common
Stock which is contained in its Registration Statement on Form
8-A, dated August 4, 1987, filed under the 1934 Act, including
any amendments or reports filed for the purpose of updating
such description.

          In addition, all documents subsequently filed by the
Registrant pursuant to Section 13(a), 13(c), 14 and 15(d) of
the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which
de-registers all securities then remaining unsold, shall be
deemed to be incorporated herein by reference and to be part
hereof from the date of filing of such documents.

Item 4.   Description of Securities.

          Not applicable.

Item 5.   Interests of Named Experts and Counsel.

          The validity of the Common Stock which is registered
hereby and which may be issued by the Registrant pursuant to
the exercise of options granted under the Stock Option
Agreement will be passed on by Steates Remmell Steates &
Dziekan, New Hartford, New York, counsel to the Registrant. 
Robert E. Remmell, a partner of Steates Remmell Steates &
Dziekan, is the Assistant Secretary and a director of the
Registrant.

Item 6.   Indemnification of Directors and Officers.

          Section 722 of the New York Business Corporation Law
(the "BCL") provides that a corporation may indemnify an
officer or director, in the case of third party actions,
against judgments, fines, amounts paid in settlement and
reasonable expenses and, in the case of derivative actions,
against amounts paid in settlement and reasonable expenses, if
the director or officer "acted, in good faith, for a purpose
which he reasonably believed to be in . . . the best interests
of the corporation" and, in the case of criminal actions, in
addition, "had no reasonable cause to believe that his conduct
was unlawful."  Statutory indemnification may not be provided
in derivative actions in respect of a threatened action, or a
pending action which is settled or otherwise disposed of, or
any claim, issue or matter as to which such person shall have
been adjudged to be liable to the corporation, unless and only
to the extent that the court in which the action was brought,
or, if no action was brought, any court of competent
jurisdiction, determines upon application that, in view of all
the circumstances of the case, the person is fairly and
reasonably entitled to indemnity for such portion of the
settlement and expenses as the court deems proper.
2

          As contemplated by BCL Section 721, the Registrant's
By-laws, as amended on December 26, 1990, provide a broader
basis for indemnification in accordance with and as permitted
by BCL Article 7.

          Section 6.6 of the By-Laws of the Registrant
          (referred to in the By-Laws as the "Corporation")
          provides as follows:

               Section 6.6.  Indemnification.  The Corporation
          shall indemnify each person made or threatened to be
          made a party to any action or proceeding, whether
          civil or criminal, by reason of the fact that such
          person or such person's testator or intestate is or
          was a director or officer of the Corporation, or
          serves or served at the request of the Corporation,
          any other corporation, partnership, joint venture,
          trust, employee benefit plan or other enterprise in
          any capacity, against judgments, fines, penalties,
          amounts paid in settlement and reasonable expenses,
          including attorneys' fees, incurred in connection
          with such action or proceeding, or any appeal
          therein, provided that no such indemnification shall
          be made if a judgment or other final adjudication
          adverse to such person establishes that his or her
          acts were committed in bad faith or were the result
          of active and deliberate dishonesty and were
          material to the cause of action so adjudicated, or
          that he or she personally gained in fact a financial
          profit or other advantage to which he or she was not
          legally entitled, and provided further that no such
          indemnification shall be required with respect to
          any settlement or other nonadjudicated disposition
          of any threatened or pending action or proceeding
          unless the Corporation has given its prior consent
          to such settlement or other disposition.

               The Corporation may advance or promptly
          reimburse upon request any person entitled to
          indemnification hereunder for all expenses,
          including attorneys' fees, reasonably incurred in
          defending any action or proceeding in advance of the
          final disposition thereof upon receipt of an
          undertaking by or on behalf of such person to repay
          such amount if such person is ultimately found not
          to be entitled to indemnification or, where
          indemnification is granted, to the extent the
          expenses so advanced or reimbursed exceed the amount
          to which such person is entitled, provided, however,
          that such person shall cooperate in good faith with
          any request by the Corporation that common counsel
          be utilized by the parties to an action or
          proceeding who are similarly situated unless to do
          so would be inappropriate due to actual or potential
          differing interests between or among such parties.

               Anything in these by-laws to the contrary
          notwithstanding, no elimination of this by-law, and
          no amendment of this by-law adversely affecting the
          right of any person to indemnification or
          advancement of expenses hereunder shall be effective
          until the 60th day following notice to such person
          of such action, and no elimination of or amendment
          to this by-law shall deprive any person of his or
          her rights hereunder arising out of alleged or
          actual occurrences, acts or failures to act prior to
          such 60th day.
The Corporation shall not, except by
          elimination or amendment of this by-law in a manner
          consistent with the preceding paragraph, take any
          corporate action or enter into any agreement which
          prohibits, or otherwise limits the rights of any
          person to, indemnification in accordance with the
          provisions of this by-law.  The indemnification of
          any person provided by this by-law shall continue
          after such person has ceased to be a director,
          officer or employee of the Corporation and shall
          inure to the benefit of such person's heirs,
          executors, administrators and legal representatives.
3

               The Corporation is authorized to enter into
          agreements with any of its directors, officers or
          employees extending rights to indemnification and
          advancement of expenses to such person to the
          fullest extent permitted by applicable law as it
          currently exists, but the failure to enter into any
          such agreement shall not affect or limit the rights
          of such person pursuant to this by-law, it being
          expressly recognized hereby that all directors,
          officers and employees of the Corporation, by
          serving as such after the adoption hereof, are
          acting in reliance hereon and that the Corporation
          is estopped to contend otherwise.

               In case any provision in this by-law shall be
          determined at any time to be unenforceable in any
          respect, the other provisions shall not in any way
          be affected or impaired thereby, and the affected
          provision shall be given the fullest possible
          enforcement in the circumstances, it being the
          intention of the Corporation to afford indemnifica-
          tion and advancement of expenses to its directors,
          officers and employees, acting in such capacities or
          in the other capacities mentioned herein, to the
          fullest extent permitted by law.

               For purposes of this by-law, the Corporation
          shall be deemed to have requested a person to serve
          an employee benefit plan where the performance by
          such person of his or her duties to the Corporation
          also imposes duties on, or otherwise involves
          services by, such person to the plan or participants
          or beneficiaries of the plan, and excise taxes
          assessed on a person with respect to an employee
          benefit plan pursuant to applicable law shall be
          considered indemnifiable expenses.  For purposes of
          this by-law, the term "Corporation" shall include
          any legal successor to the Corporation, including
          any corporation which acquires all or substantially
          all of the assets of the Corporation in one or more
          transactions.

Item 7.   Exemption from Registration Claimed.

          Not applicable.

Item 8.   Exhibits.

     Exhibit No.                   Description

     4.1       By-Laws (incorporated herein by reference to
               Exhibit A in the Registrant's Current Report on
               Form 8-K, dated March 8, 1991 (File No. 0-16093)).

     4.2       1992 Amendment to Certificate of Incorporation
               and Restated Certificate of Incorporation
               (incorporated herein by reference to Exhibit
               3.2 in the Registrant's Annual Report on Form
               10-K for the year ended December 25, 1992).

     4.3       Warrant to Purchase Common Stock, dated
               August 31, 1989, issued by the Registrant to
               Zimmer, Inc. covering 300,000 shares of Common
               Stock (incorporated herein by reference to
               Exhibit 4.6 in the Registrant's Registration
               Statement on Form S-2 (File No. 33-40455)).

     5         Opinion of Steates Remmell Steates & Dziekan
               with respect to the securities being registered
               hereunder.
4

     23.1      Consent of Steates Remmell Steates & Dziekan
               (included in the opinion filed as Exhibit 5
               hereto).

     23.2      Consent of Price Waterhouse LLP.

     24        Power of Attorney (included as the signature
               page of the Registration Statement).

Item 9.   Undertakings.

(a)  The undersigned Registrant hereby undertakes:

     (1)  To file, during any period in which offers or sales
          are being made, a post-effective amendment to this
          Registration Statement:

            (i)  To include any prospectus required by Section
                 10(a)(3) of the Securities Act of 1933 (the
                 "Act");

           (ii)  To reflect in the prospectus any facts or
                 events arising after the effective date of this
                 Registration Statement (or the most recent
                 post-effective amendment thereof) which,
                 individually or in the aggregate, represent a
                 fundamental change in the information set forth
                 in this Registration Statement;

          (iii)  To include any material information with
                 respect to the plan of distribution not
                 previously disclosed in this Registration
                 Statement or any material change to such
                 information in this Registration
                 Statement;

          provided, however, that paragraphs (a)(1)(i) and
          (a)(1)(ii) do not apply if the information required
          to be included in a post-effective amendment by
          those paragraphs is contained in periodic reports
          filed by the Registrant pursuant to Section 13 or
          15(d) of the Exchange Act that are incorporated by
          reference in this Registration Statement.

     (2)  That, for the purpose of determining any liability
          under the Act, each such post-effective amendment
          shall be deemed to be a new registration statement
          relating to the securities offered therein, and the
          offering of such securities at the time shall be
          deemed to be the initial bona fide offering thereof.

     (3)  To remove from registration by means of a post-
          effective amendment any of the securities being
          registered which remain unsold at the termination of
          the offering.

(b)  The undersigned Registrant hereby undertakes that, for
     purposes of determining any liability under the Act, each
     filing of the Registrant's annual report pursuant to
     Section 13(a) or Section 15(d) of the Exchange Act (and,
     where applicable, each filing of an employee benefit
     plan's annual report pursuant to Section 15(d) of the
     Exchange Act) that is incorporated by reference in this
     Registration Statement shall be deemed to be a new
     registration statement relating to the securities offered
     therein, and the offering of such securities at that time
     shall be deemed to be the initial bona fide offering
     thereof.
5

(c)  Insofar as indemnification for liabilities arising under
     the Act may be permitted to directors, officers and
     controlling persons of the Registrant pursuant to the
     foregoing provisions, or otherwise, the Registrant has
     been advised that in the opinion of the Securities and
     Exchange Commission such indemnification is against
     public policy as expressed in the Act and is, therefore,
     unenforceable.  In the event that a claim for
     indemnification against such liabilities (other than the
     payment by the Registrant of expenses incurred or paid by
     a director, officer or controlling person of the
     Registrant in the successful defense of any action, suit
     or proceeding) is asserted by such director, officer or
     controlling person in connection with the securities
     being registered, the Registrant will, unless in the
     opinion of its counsel the matter has been settled by
     controlling precedent, submit to a court of appropriate
     jurisdiction the question whether such indemnification by
     it is against public policy as expressed in the Act and
     will be governed by the final adjudication of such issue.
6

                          SIGNATURES

          Pursuant to the requirements of the Securities Act
of 1933, as amended, the Registrant certifies that it has
reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Utica,
State of New York, on this 15th day of March, 1995.

                              CONMED Corporation

                              By:/s/Eugene R. Corasanti      
                                 Name:  Eugene R. Corasanti
                                 Title:  President, Chief
                                         Executive Officer and
                                         Chairman of the Board

                       POWER OF ATTORNEY

          KNOW ALL MEN BY THESE PRESENTS, that each person
whose signature appears below hereby constitutes and appoints
Eugene R. Corasanti, Robert D. Shallish, Jr. and Joseph J.
Corasanti and each of them, his true and lawful
attorneys-in-fact and agents, with full power of substitution
and resubstitution, for him and in his name, place and stead,
in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration
Statement, and file the same, with all exhibits thereto and
other documents in connection therewith, with the Securities
and Exchange Commission, granting unto said attorneys-in-fact
and agents, full power and authority to do and perform each
and every act and thing requisite and necessary to be done as
fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them may lawfully do or
cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of
1933, as amended, this Registration Statement has been signed
below by the following persons in the capacities indicated on
the 15th day of March, 1995.

         Signature                         Title

 /s/Eugene R. Corasanti           President, Chief Executive
    Eugene R. Corasanti           Officer and Chairman of
                                  the Board
                                  (Principal Executive Officer)

 /s/Robert D. Shallish, Jr.       Vice President - Finance
    Robert D. Shallish, Jr.       (Principal Financial and Accounting Officer)

 /s/Harry Cone                    Director
    Harry Cone

 /s/Robert E. Remmell             Director
    Robert E. Remmell

 /s/Bruce F. Daniels              Director
    Bruce F. Daniels

 /s/Joseph J. Corasanti           Director
    Joseph J. Corasanti
7

                         EXHIBIT INDEX

                                                 Sequentially
 Exhibit                                           Numbered
   No.                 Description                  Pages

   4.1     By-Laws (incorporated herein by
           reference to Exhibit A in the
           Registrant's Current Report on Form
           8-K, dated March 8, 1991 (File No.
           0-16093)).
   4.2     1992 Amendment to Certificate of
           Incorporation and Restated
           Certificate of Incorporation
           (incorporated herein by reference
           to Exhibit 3.2 in the Registrant's
           Annual Report on Form 10-K for the
           year ended December 25, 1992).

   4.3     Warrant to Purchase Common Stock,
           dated August 31, 1989, issued by
           the Registrant to Zimmer, Inc.
           covering 300,000 shares of Common
           Stock (incorporated herein by
           reference to Exhibit 4.6 in the
           Registrant's Registration Statement
           on Form S-2 (File No. 33-40455)).

    5      Opinion of Steates Remmell Steates
           & Dziekan with respect to the
           securities being registered
           hereunder).

   23.1    Consent of Steates Remmell Steates
           & Dziekan (included in the opinion
           filed as Exhibit 5 hereto.

   23.2    Consent of Price Waterhouse LLP.

    24     Power of Attorney (included as the
           signature page of the Registration
           Statement).