<PAGE>
              As filed with the Securities and Exchange Commission
                              on November 6, 1995

                           Registration No. 33-______
                _______________________________________________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                            REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                               Cordis Corporation
                _______________________________________________

             (Exact name of registrant as specified in its charter)

                                     Florida
                _______________________________________________

         (State or other jurisdiction of incorporation or organization)

                                   59-0870525
                _______________________________________________
                      (I.R.S. employer identification no.)

               14201 N.W. 60th Avenue, Miami Lakes, Florida 33014
                _______________________________________________

               (Address of principal executive offices) (Zip code)

               Cordis Corporation Non-Qualified Stock Option Plan
                _______________________________________________

                            (Full title of the plan)
                            Ana Maria Gonzalez, Esq.
                               Cordis Corporation
                             14201 N.W. 60th Avenue
                           Miami Lakes, Florida 33014
                     (Name and address of agent for service)

                                 (305) 824-2000
          (Telephone number, including area code, of agent for service)

                                    Copy to:

                              Peter J. Romeo, Esq.
                                 Hogan & Hartson
                                 Columbia Square
                           555 Thirteenth Street, N.W.
                             Washington, D.C. 20004
                                 (202) 637-5805

<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE

- ------------------------------- --------------------- --------------------- ---------------------- -------------------
<S>                             <C>                   <C>                   <C>
Title of securities             Amount to be          Proposed              Proposed maximum       Amount of
 to be registered               registered            maximum offering      aggregate offering     registration fee
                                                      price per share       price

Common Stock,                   750,000               $108.375 (1)          $81,281,250            $28,028
par value $1.00 per share

Stock Options                   750,000                  - 0 - (2)              - 0 -              - 0 -


                (1) Estimated  pursuant to Rule 457(h) under the  Securities Act
of 1933 as of October  27,  1995  solely  for the  purpose  of  calculating  the
registration fee.

                (2) Options to buy common stock granted at no cost to optionees.
Registration fee for options included in registration fee for common stock.
</TABLE>
- -------------------------------------------------------------------------------
Pursuant  to Rule  429  this  registration  statement  also  constitutes  a post
effective  amendment to  registration  statement Nos.  33-23668,  33-35304,  and
33-63634.                               
<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

                The documents  containing  the  information  specified in Part I
will be sent or given to employees as specified by Rule 428(b)(1). In accordance
with the  instructions  to Part I of Form S-8, such  documents will not be filed
with  the  Commission  either  as  part  of this  registration  statement  or as
prospectuses or prospectus supplements pursuant to Rule 424.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

                Cordis  Corporation (the  "Registrant")  hereby  incorporates by
reference into this registration statement the following documents:

                (a)      The Registrant's  Annual Report on Form  10-K  for  the
                         year ended June 30, 1995;

                (b)      All  reports  filed with the  Securities  and  Exchange
                         Commission  pursuant  to  Section  13 or  15(d)  of the
                         Securities Exchange Act of 1934 since June 30, 1995;

                (c)      The  description  of  the  Registrant's   common  stock
                         contained in the Registrant's Registration Statement on
                         Form  8-A  filed  with  the   Securities  and  Exchange
                         Commission on October 28, 1968; and

                (d)      All documents filed by the Registrant subsequent to the
                         date hereof  pursuant to Sections 13(a) and (c), 14, or
                         15(d) of the Securities  Exchange Act of 1934, prior to
                         the  filing  of  a   post-effective   amendment   which
                         indicates that all securities offered have been sold or
                         which deregisters all securities remaining unsold.

Item 4.  Description of Securities.

                Not applicable.

                                      -1-
<PAGE>
Item 5.  Interests of Named Experts and Counsel.

                Ana M. Gonzalez,  Esq.,  Secretary and Acting General Counsel of
the Registrant, rendered the legal opinion set forth in Exhibit 5 hereto.

Item 6.  Indemnification of Directors and Officers.

                (a)      Article  VIII  of the Registrant's  Bylaws  provides as
                         follows:

Each  person  who at any time is,  or shall  have  been,  a  director,  officer,
employee or agent of the Corporation, and is threatened to be or is made a party
to any  threatened,  pending or completed  action,  suit or proceeding,  whether
civil, criminal,  administrative or investigative, by reason of the fact that he
is, or was, a director, officer, employee or agent of the Corporation, or served
at the request of the Corporation as a director,  officer,  employee or agent of
the  Corporation,  or served at the  request of the  Corporation  as a director,
officer, employee, trustee or agent of another corporation,  partnership,  joint
venture,  trust  or other  enterprise,  shall be  indemnified  against  expenses
(including  attorneys'  fees),  judgments,  fines and amounts paid in settlement
actually and reasonably incurred by him in connection with any such action, suit
or proceeding to the full extent and subject to the  limitations  provided under
subsections 14 and 15 of Section 608.13 of the Florida  Statutes and subsections
(1) and (2) of Section 5 of the Florida General  Corporation  Act. The foregoing
right of  indemnification  shall in no way be  exclusive  of any other rights of
indemnification  to which any such director,  officer,  employee or agent may be
entitled under any other bylaw, agreement, vote of stockholders or disinterested
directors or otherwise.

                (b) Section  607.0850 of the Florida  Business  Corporation Act,
entitled "Indemnification of officers, directors,  employees and agents," is set
forth as Exhibit 28.2 to this Registration  Statement and is incorporated herein
by reference.

                (c)   Cordis  Corporation  has in  effect a policy of  liability
insurance covering its directors and officers.

                                      * * *

                Insofar as  indemnification  for  liabilities  arising under the
Securities Act of 1933 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  the  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.

                                      -2-
<PAGE>
Item 7.  Exemption from Registration Claimed.

                Not applicable.

Item 8.  Exhibits.

Exhibit
Number                   Description
- -------                 -------------
   4              Cordis Corporation Non-Qualified Stock Option Plan

   5              Opinion of Ana M. Gonzalez, Esq.

  24.1            Consent of Ana M. Gonzalez, Esq. (See Exhibit 5)

  24.2            Consent of Deloitte & Touche

  28              Section 607.0850 of the Florida Business Corporation Act


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;

                                      -3-
<PAGE>
                                     (ii) To reflect in the prospectus any facts
                         or  events  arising  after  the  effective  date of the
                         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  the   registration
                         statement;

                                     (iii) To include any  material  information
                         with respect to the plan of distribution not previously
                         disclosed in the registration statement or any material
                         change  to  such   information   in  the   registration
                         statement.

provided,  however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8, and 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
Securities  Exchange  Act of 1934  that are  incorporated  by  reference  in the
registration statement.

                                  (2) That, for the purpose of  determining  any
                         liability  under the Securities Act of 1933,  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
                         that 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  Securities Act of 1933,  each
filing of the  Registrant's  annual report pursuant to Section 13(a) or 15(d) of
the Securities  Exchange Act of 1934 (and, where  applicable,  each filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
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.

                  (c)    The  undertaking  concerning  indemnification  is a set
forth under the  response to Item 6.

                                      -4-
<PAGE>
                                   SIGNATURES

                Pursuant to the  requirements of the Securities Act of 1933, 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 Miami Lakes, Florida, on this day of October, 1995.

                                Cordis Corporation

                                By: /s/
                                ----------------------
                                Robert C. Strauss
                                Chairman of the Board,
                                President and Chief
                                Executive Officer


                                POWER OF ATTORNEY

                KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears  below  constitutes  and appoints  Robert C.  Strauss and Alfred  Novak,
jointly  and  severally,   each  in  his  own  capacity,  his  true  and  lawful
attorneys-in-fact,  with full power of substitution, for him and his name, place
and  stead,  in  any  and  all  capacities,  to  sign  any  amendments  to  this
Registration  Statement,  and to file the same, with all exhibits  thereto,  and
other  documents  in  connection  therewith,  with the  Securities  and Exchange
Commission, hereby ratifying and confirming all that said attorneys-in-fact,  or
their  substitute or substitutes,  may lawfully do or cause to be done by virtue
hereof.

                Pursuant to the requirements of the Securities Act of 1933, this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the date indicated.

SIGNATURE                             TITLE                         DATE

/s/Robert C. Strauss      Chairman of the Board,                October   , 1995
- ------------------        President and Chief Executive
Robert C. Strauss         Officer (Principal Executive
                          Officer)

                                      -5-
<PAGE>
SIGNATURE                             TITLE                         DATE

/s/Alfred J. Novak                  Vice President and         October   , 1995
- -------------------                 Chief Financial Officer 
Alfred J. Novak                     (Principal Financial 
                                    Officer, and Principal 
                                    Accounting Officer)



/s/Richard W. Foxen                 Director                   October   , 1995
- --------------------                                                            
Richard W. Foxen



- --------------------                Director                   October   , 1995
Donald F. Malin, Jr.



/s/David R. Challoner               Director                   October   , 1995
- --------------------                                                           
David R. Challoner



/s/Catherine M. Burzik              Director                   October   , 1995
- --------------------                                                           
Catherine M. Burzik



/s/Patricia K. Woolf                Director                   October   , 1995
- --------------------                                                           
Patricia K. Woolf



/s/J.L. de Ruyter van Steveninck    Director                   October   , 1995
- --------------------                                                            
J.L. de Ruyter van Steveninck



/s/William J. Razzouk               Director                   October   , 1995
- --------------------------                                                      
William J. Razzouk



/s/Wilton W. Webster, Jr.           Director                   October   , 1995
- --------------------------                                                      
Wilton W. Webster, Jr.


                                      -6-
<PAGE>
                                  EXHIBIT INDEX

Exhibit
Number                     Description                                     Page
- --------                 ---------------                                   ----
  4               Cordis Corporation Non-Qualified
                  Stock Option Plan

  5               Opinion of Ana M. Gonzalez, Esq.

 24.1             Consent of Ana M. Gonzalez, Esq.
                  (See Exhibit 5)

 24.2             Consent of Deloitte & Touche

 28               Section 607.0850 of the Florida
                  Business Corporation Act
<PAGE>

                                                                       Exhibit 4

                                                              CORDIS CORPORATION
                                                                   NON-QUALIFIED

                                                               STOCK OPTION PLAN

<PAGE>
                               CORDIS CORPORATION
                                    DIRECTOR
                         NON-QUALIFIED STOCK OPTION PLAN

1.                Purpose.

                  The  purpose  of this  Non-Qualified  Stock  Option  Plan (the
"Plan") is to further  the  interest  of the  Company  and its  shareholders  by
providing  incentives  in the form of stock option  grants to key  employees who
contribute  materially  to the success and  profitability  of the  Company.  The
grants  will  recognize  and  reward  outstanding  individual  performances  and
contributions and will give such persons a proprietary  interest in the Company,
thus enhancing  their personal  interest in the Company and its  subsidiaries in
attracting and retaining key persons.  The options  granted under this Plan will
be nonstatutory  options taxed under Section 83 of the Internal  Revenue Code of
1986, as amended.

2.                Definitions.

                  The following definitions shall apply to this Plan:

                  (a) "Board" means the Board of Directors of the Company.

                  (b) "Code"  means  the  Internal   Revenue  Code  of 1986,  as
amended.

                  (c) "Compensation Committee"  means the Compensation Committee
of the Board of Directors.

                  (d) "Common Stock" means the Common Stock, par value $1.00 per
share of the Company or such other class of shares or securities as to which the
Plan may be applicable pursuant to Section 10 herein.

                  (e) "Company" means Cordis Corporation.

                  (f) "Date of Grant" means the date  on which  the Board grants
an Option.

                  (g)  "Employee"  means  any  person  employed  on an hourly or
salaried  basis by the Company or any parent or  subsidiary  of the Company that
now exists or hereafter is organized or acquired by or acquires the Company.

                  (h) "Fair Market  Price" shall mean the quoted market price of
the Common Stock of the Corporation, which shall, unless otherwise determined by
the Board, be the closing price as reported by NASDAQ Over-the-Counter  National
Market System or the last reported sale price prior to the date as of which such
market price is being determined.

                  (i)  "Option" means a  stock option granted  pursuant  to  the
Plan.

                  (j)  "Optionee" means an Employee who receives an Option.

                  (k)  "Plan" means the Cordis Corporation  Non-Qualified  Stock
Option Plan.

                  (l)  "Share" means the Common Stock, as adjusted in accordance
with Section 10 of the Plan.

                  (m)  "Subsidiary"  means  any  corporation  80% or more of the
voting  securities  of which are owned  directly or indirectly by the Company at
any time during the existence of this Plan.

3.                Administration.

                  This Plan will be administered by the  Compensation  Committee
("Committee"),  the members of which shall be  disinterested  persons within the
meaning of rule 16b-3 under the Securities Exchange Act of 1934 ("1934 Act").
<PAGE>
                  The  Committee   has  the   exclusive   power  to  select  the
participants in this Plan, to establish the terms of the Options granted to each
participant,  and to make all other determinations  necessary or advisable under
the Plan.  The  Committee  has the sole and  absolute  discretion  to  determine
whether the  performance  of an eligible  Employee  warrants an award under this
Plan,  and to  determine  the amount of the award.  The  Committee  has full and
exclusive  power to construe and interpret this Plan, to prescribe,  amend,  and
rescind  rules and  regulations  relating to this Plan,  and to take all actions
necessary or advisable  for the Plan's  administration.  Any such  determination
made by the Committee will be final and binding on all persons.  A member of the
Committee will not be liable for performing any act or making any  determination
in good faith.

4.                Shares Subject to Option.

                  Subject to  adjustments  as provided  for by Section 10 of the
Plan, the maximum aggregate number of Shares that may be optioned and sold under
the Plan shall be 2,625,000. Such Shares may be authorized, but unissued, or may
be treasury shares.  If an Option should expire or become  unexercisable for any
reason without having been exercised in full, the  unpurchased  Shares that were
subject to the Option shall,  unless the Plan has then terminated,  be available
for other Options under the Plan.

5.                Participants.

                  (a) Eligible Employee.  Each officer and key Employee,  as the
Board in its sole  discretion  designates,  is eligible to  participate  in this
Plan. The  Committee's  award of an Option to a participant in any year does not
require the Committee to award an Option to that  participant in any other year.
Furthermore,   the   Committee   may  award   different   Options  to  different
participants.  The Committee may consider such factors as it deems  pertinent in
selecting participants and in determining the amount of their Options including,
without  limitations,  (i)  the  financial  condition  of  the  Company  or  its
Subsidiaries;  (ii) expected profits for the current or future years;  (iii) the
contributions of a prospective  participant to the  profitability and success of
the  Company  or its  Subsidiaries;  and (iv) the  adequacy  of the  prospective
participant's  other  compensation.  Participants  may  include  persons to whom
stock, stock options,  stock appreciation  rights, or other benefits  previously
were  granted  under this or  another  plan of the  Company  or any  Subsidiary,
whether or not the previously granted benefits have been fully exercised.

                  (b) No Right of Employment.  An Optionee's  right,  if any, to
continue  to serve the  Company and its  Subsidiaries  as an officer,  Employee,
Director  or  otherwise  will  not be  enlarged  or  otherwise  affected  by his
designation as a participant  under this Plan, and such  designation will not in
any way restrict the right of the Company or any Subsidiary, as the case may be,
to terminate at any time the employment of any participant.

6.                Option Requirements.

                  Each  Option   granted  under  this  Plan  shall  satisfy  the
following requirements:

                  (a) Written Option.  An Option shall be evidenced by a written
instrument  specifying  (i) the number of Shares  that may be  purchased  by its
exercise, and (ii) such terms and conditions as may be
consistent with the Plan as the Committee shall determine.

                  (b) Exercise  Price.  The exercise price of each Share subject
to the Option  shall be equal to or greater  than the Fair  Market  Value of the
Share on the Option's Date of Grant.

                  (c)  Duration of Option.  Each Option will expire on the tenth
anniversary  of its  Date  of  Grant  or at such  earlier  date as is set by the
Committee  in  establishing  the  terms  of the  grant  for  the  Option.  If an
Optionee's employment with the Company terminates before the expiration date for
an Option, the Options owned by such Optionee shall expire on the earlier of the
dates stated in this subsection or the date stated in subsections  (d), (e), (f)
or (g) below.

                  (d) Death. In the case of the death of an Optionee, the Option
shall expire on the one-year anniversary of the Optionee's death, or if earlier,
the date specified in subsection (c) above. During the one-year period following
the  Optionee's  death,  the Option may be exercised to the extent it could have
been exercised at the time the Optionee died,  subject to any adjustments  under
Section 10 herein.

                  (e)  Disability.  In the case of the disability of an Optionee
and a resulting  termination  of employment  with the Company,  the Option shall
expire  on  the  one-year  anniversary  date  of  the  Optionee's  last  day  of
employment,  or, if earlier,  the date  specified in subsection  (c) above.  For
purposes of this  subsection,  an Optionee will be considered  disabled if he is
totally and permanently  disabled within the meaning of Code Section  105(d)(4).
During the one-year period following the Optionee's termination of employment by
reason of disability, the Option may be exercised as to the number of Shares for
which it could have been  exercised  at the time the Optionee  became  disabled,
subject to any adjustments under Section 10 herein.
<PAGE>
                  (f) Retirement. If the Optionee's service terminates by reason
of normal  retirement under the Cordis  Corporation  Retirement Plan, the Option
will expire ninety days after the last day of employment, or, if earlier, on the
date specified in subsection (c) above.  During the ninety day period  following
the  Optionee's  retirement as described in this  subsection,  the Option may be
exercised  as to the  number of Shares  for which  the  Option  could  have been
exercised on the retirement  date,  subject to any  adjustment  under Section 10
herein.

                  (g) Termination of Services. If the Optionee ceases employment
for any reason other than death,  disability  or  retirement of the Optionee (as
described above),  all Options held by the Optionee shall remain exercisable for
a period of three months from the date of cessation of  employment to the extent
it was  exercisable at the time of cessation of  employment,  and thereafter all
such options shall terminate  together with all rights hereunder,  to the extent
not previously  exercised.  Notwithstanding  the  provisions of this  paragraph,
however,  if the Optionee  shall be discharged for cause (which shall be defined
as  participation  in conduct  during  employment  consisting of fraud,  felony,
willful  misconduct or  commission of any act which causes or may  reasonably be
expected to cause  substantial  damage to the Company) each Option to the extent
not previously exercised shall terminate at once.

                  (h) Change of Control.  If the  Company  undergoes a change of
control as defined in this  subsection,  all Options  outstanding on the date of
the change in control shall be 100% vested,  notwithstanding the requirements of
subsection  (j)  below.  For this  purpose,  a  "change  of  control"  means the
following:
<PAGE>
                         (i) The acquisition by any person of direct or indirect
beneficial  ownership  of  the  Company's  outstanding  voting  securities  in a
quantity  sufficient to cause a change in the composition of the Company's Board
of Directors. For purposes of this provision, the term "person" means any group,
corporation, partnership, association, trust (other than any trust holding stock
for the  account of  Employees  of the Company  pursuant to any stock  purchase,
ownership or employee benefit plan of the Company),  business entity, estate, or
natural person, and "beneficial ownership" means the direct or indirect power to
vote or to direct the voting of the security or the direct or indirect  power to
dispose or direct the disposition of the security.

                         (ii) Completion of a tender offer or exchange offer for
and  acquisition of 50% or more of the voting  securities of the Company that is
required to be reported by the offeror to the Securities and Exchange Commission
pursuant  to  Section  14(d)  of the  Securities  Exchange  Act of 1934  and the
regulations promulgated thereunder.

                          (iii) The merger or consolidation  of the Company with
or  into  another  corporation,  other  than a  wholly-owned  subsidiary  of the
Company,  or to transfer all or substantially  all of the assets of the Company,
other than to a wholly-owned subsidiary of the Company.

                  (i) Conditions  Required for Exercise.  Options  granted under
this Plan shall be  exercisable  only to the extent they are vested as described
in  subsection  (j) below.  In  addition,  each Option  issued under the Plan is
exercisable  only if the issuance of Shares pursuant to the exercise would be in
compliance with applicable  securities laws, as contemplated by Section 8 of the
Plan.

                  (j) Vesting of Option.  Options  granted  under the Plan shall
not vest,  in whole or in part,  until one year after the date of grant.  Unless
otherwise  provided  by the  Board on the  grant  of an  Option,  an  Optionee's
interest in the Option shall be  thereafter  fully vested one year from the date
of the grant.  To the extent an Option is either  unexercisable  or unexercised,
the  unexercised   portion  shall  accumulate  until  the  Option  both  becomes
exercisable  and is  exercised,  until the  expiration  date of the Option.  The
Committee may  accelerate  the vesting of any Option at any time  including,  if
applicable,  after termination of the Optionee's  employment by reason of death,
disability, retirement, or termination of employment.

                  (k) Other Benefits. Each grant of an Option may be accompanied
by the grant of any other benefit chosen by the Committee so long as the benefit
is not inconsistent with the terms of this Plan.
<PAGE>
7.                Method of Exercise.

                  An Option  granted  under this Plan shall be deemed  exercised
when the person  entitled to exercise the Option (a) delivers  written notice to
the  Secretary  of the Company of the  decision to  exercise,  (b)  concurrently
tenders to the Company full  payment for the Shares to be purchased  pursuant to
the exercise,  and (c) complies with such other  reasonable  requirements as the
Board or Committee  establishes  pursuant to Section 8 of the Plan.  Payment for
Shares  with  respect  to which an  Option is  exercised  may be made in cash or
check.  No person will have the rights of a  shareholder  with respect to Shares
subject to an Option granted under this Plan until a certificate or certificates
for the Shares have been delivered to him.

                  An  Option  granted  under  this  Plan  may  be  exercised  in
increments of not less than 100 shares,  or, if less,  the full number of Shares
remaining subject to the Option. A partial exercise of an Option will not affect
the holder's right to exercise the Option from  time-to-time  in accordance with
this Plan as to the remaining Shares subject to the Option.

8.                Taxes; Compliance with Law; Approval of Regulatory Bodies.

                  The Company,  if necessary or  desirable,  may pay or withhold
the amount of any tax  attributable to any Shares  deliverable  under this Plan,
and the Company may defer making  delivery or payment until it is indemnified to
its  satisfaction  for that  tax.  Options  are  exercisable,  and  Share can be
delivered under this Plan,  only in compliance  with all applicable  federal and
state laws and  regulations,  including  without  limitation,  state and federal
securities  laws,  and the rules of all stock  exchanges on which the  Company's
stock is listed at any time.  An  Option  is  exercisable  only if either  (a) a
registration  statement  pertaining  to the Shares to be issued upon exercise of
the Option has been filed with and  declared  effective  by the  Securities  and
Exchange  Commission  and remains  effective on the date of exercise,  or (b) an
exemption from the  registration  requirements of applicable  securities laws is
available.  This Plan does not  require  the  Company,  however,  to file such a
registration  statement or to assure the  availability of such  exemptions.  Any
certificate  issued  to  evidence  Shares  issued  under  the Plan may bear such
legends and statements,  and shall be subject to such transfer restrictions,  as
the Board or Committee  deems  advisable to assure  compliance  with federal and
state laws and  regulations  and with the  requirements  of this  Section.  Each
Option may not be exercised, and Shares may not be issued under this Plan, until
the Company has  obtained  the  consent or  approval of every  regulatory  body,
federal or state,  having  jurisdiction  over such  matters  as the Board  deems
advisable.
<PAGE>
                  Each  person who  acquires  the right to exercise an Option by
bequest or  inheritance  may be required by the Committee to furnish  reasonable
evidence  of  ownership  of the Option as a  condition  to his  exercise  of the
Option.  In addition,  the  Committee  may require such consents and releases of
taxing authorities as the Committee deems advisable.

9.                Assignability.

                  An Option granted under this Plan is not  transferable  except
by will or the laws of descent  and  distribution,  or  pursuant  to a qualified
domestic relations order as defined by the Internal Revenue Code of 1986. During
the lifetime of an  Optionee,  his Options are  exercisable  only by him or by a
transferee pursuant to a qualified domestic relations order.

10.               Adjustment Upon Change of Shares.

                  If a reorganization, merger, consolidation,  reclassification,
recapitalization,   combination  or  exchange  of  shares,  stock  split,  stock
dividend, rights offering, or other expansion or contraction of the Common Stock
of the  Company  occurs,  the number and class of Shares for which  Options  are
authorized  to be granted  under this Plan,  the number and class of Shares then
subject to Options  previously  granted under this Plan, and the price per Share
payable  upon  exercise  of each  Option  outstanding  under  this Plan shall be
equitably  adjusted by the Board to reflect such  changes.  To the extent deemed
equitable  and  appropriate  by the  Board,  subject to any  required  action by
stockholders,  in any  merger,  consolidation,  reorganization,  liquidation  or
dissolution,  any Option  granted under the Plan shall pertain to the securities
and other property to which a holder of the number of Shares of stock covered by
the Option would have been entitled to receive in connection with such event.

11.               Liability of the Company.

                  The  Company,  its  parent  and  any  Subsidiary  that  is  in
existence or hereafter comes into  existence,  shall not be liable to any person
for any tax  consequences  expected  but not  realized  by an  Optionee or other
person due to the exercise of an Option.
<PAGE>
12.               Amendment and Termination of Plan.

                  The Board may alter,  amend,  or terminate this Plan from time
to time without  approval of the  shareholders.  Any  amendment  that alters the
terms or  provision  of an Option  granted  before  the  amendment  (unless  the
alteration is expressly  permitted  under this Plan) will be effective only with
the  consent  of the  Optionee  to whom the  Option  was  granted  or the holder
currently entitled to exercise it.

13.               Expenses of Plan.

                  The Company shall bear the expenses of administering the Plan.

14.               Duration of Plan.

                  Options  may be  granted  under  this Plan only  during the 10
years immediately following the effective date of this Plan.

15.               Applicable Law.

                  The validity, interpretation, and enforcement of this Plan are
governed  in all  respects  by the laws of the State of  Florida  and the United
States of America.

16.               Compliance with Rule 16b-3.

                  With respect to participants  who are subject to Section 16 of
the Securities  Exchange Act of 1934,  transactions under this Plan are intended
to comply with all applicable  conditions of Rule 16b-3 or its successors  under
Section 16. Any  provision of this Plan which does not comply with an applicable
condition of the rule shall be deemed null and void, to the extent  permitted by
law and deemed advisable by the Committee.

17.               Effective Date.

                  The effective date of this Plan shall be the date on which the
Board adopts the Plan.

Adopted by the Board of Directors on August 31, 1987.

Amended by the Board of Directors on April 5, 1988, June 29, 1989, June 5, 1990,
August 25, 1992 and August 23, 1994

<PAGE>


                                                                       Exhibit 5

                                                                      OPINION OF
                                                           ANA M. GONZALEZ, ESQ.

<PAGE>
                                                                          Cordis

October 31, 1995                                              Cordis Corporation
                                                          14201 N.W. 60th Avenue
                                                           Miami Lakes, Fl 33014
                                                                  (305) 824-2000
                                                              (305) 824-2747 Fax


Board of Directors                                              Mailing Address:
Cordis Corporation                                               P.O. Box 025700
14201 N.W. 60th Avenue                                     Miami, FL  33102-5700
Miami Lakes, FL  33014

Gentlemen and Madam:

This letter is  submitted  pursuant to the  requirements  of Item  601(b)(5)  of
Regulation  S-K,  17  C.F.R.  Section  229.601(b)(5),  in  connection  with  the
registration  on  Form  S-8  (the  "Form  S-8")  of  750,000  shares  of  Cordis
Corporation,  a Florida  corporation  (the  "Company"),  common stock, par value
$1.00  per  share  (the  "Shares"),  issuable  in  connection  with  the  Cordis
Corporation Non-Qualified Stock Option Plan (the "Plan").

For purposes of rendering this opinion as Acting General Counsel to the Company,
I have examined and have relied upon the following documents:

         1.   An executed copy of the Form S-8.
         2.   A copy of the Plan.
         3.   Articles of Incorporation of the Company, as amended and restated.
         4.   The Bylaws of the Company as amended.

Based upon the foregoing, I am of the opinion that the Company is duly organized
and validly  existing under the laws of the State of Florida and that the Shares
when issued and  delivered in the manner and on the terms  described in the Form
S-8 and the Plan, will be legally issued, fully paid and nonassessable.

I hereby consent to the filing of this opinion as an exhibit to the Form S-8.

Sincerely,

/s/____________________________________
   Ana Maria Gonzalez
   Secretary and Acting General Counsel

<PAGE>
                                                                    Exhibit 24.1

                                                                      CONSENT OF
                                                           ANA M. GONZALEZ, ESQ.

                                                                 (See Exhibit 5)

<PAGE>

                                                                    Exhibit 24.2

                                                    CONSENT OF DELOITTE & TOUCHE

<PAGE>
INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in this  Registration  Statement of
Cordis Corporation on Form S-8 of our report dated August 11, 1995, appearing in
the Annual Report on Form 10-K of Cordis Corporation for the year ended June 30,
1995.

Miami, Florida
November 3, 1995
<PAGE>
                                                                      Exhibit 28

                                                         SECTION 607.0850 OF THE
                                                    FLORIDA BUSINESS CORPORATION
                                                                             ACT
<PAGE>
FLORIDA BUSINESS CORPORATION ACT

ss. 607.0850.      Indemnification of officers, directors, employees, and agents

                  (1) A corporation shall have power to indemnify any person who
was or is a party to any  proceeding  (other  than an action by, or in the right
of,  the  corporation),  by  reason  of the fact  that he is or was a  director,
officer,  employee,  or agent of the  corporation  or is or was  serving  at the
request of the corporation as a director, officer, employee, or agent of another
corporation,  partnership,  joint venture,  trust, or other  enterprise  against
liability  incurred in  connection  with such  proceeding,  including any appeal
thereof,  if he acted in good faith and in a manner he reasonably believed to be
in, or not opposed to, the best interests of the  corporation  and, with respect
to any criminal  action or  proceeding,  had no reasonable  cause to believe his
conduct was unlawful.  The  termination  of any  proceeding by judgment,  order,
settlement,  or conviction or upon a plea of nolo  contendere or its  equivalent
shall not, of itself,  create a presumption  that the person did not act in good
faith and in a manner which he reasonably  believed to be in, or not opposed to,
the best interests of the corporation or, with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was unlawful.

                  (2) A  corporation  shall have power to indemnify  any person,
who was or is a party to any proceeding by or in the right of the corporation to
procure  a  judgment  in its  favor by  reason  of the fact  that he is or was a
director, officer, employee, or agent of the corporation or is or was serving at
the request of the  corporation as a director,  officer,  employee,  or agent of
another  corporation,  partnership,  joint venture,  trust, or other enterprise,
against  expenses and amounts paid in settlement not exceeding,  in the judgment
of the board of directors, the estimated expense of litigating the proceeding to
conclusion,  actually and reasonably  incurred in connection with the defense or
settlement   of  such   proceeding,   including   any   appeal   thereof.   Such
indemnification  shall be authorized if such person acted in good faith and in a
manner he reasonably believed to be in, or not opposed to, the best interests of
the  corporation,  except  that no  indemnification  shall  be made  under  this
subsection  in respect of any claim,  issue,  or matter as to which such  person
shall have been adjudged to be liable  unless,  and only to the extent that, the
court in which such  proceeding  was  brought,  or any other court of  competent
jurisdiction, shall determine upon application that, despite the adjudication of
liability but in view of all  circumstances  of the case,  such person is fairly
and  reasonably  entitled to indemnity for such expenses  which such court shall
deem proper.

                  (3) To the extent that a director, officer, employee, or agent
of a  corporation  has been  successful on the merits or otherwise in defense of
any proceeding referred to in subsection (1) or subsection (2), or in defense of
any claim,  issue, or matter therein,  he shall be indemnified  against expenses
actually and reasonably incurred by him in connection therewith.
<PAGE>
                  (4) Any  indemnification  under  subsection  (1) or subsection
(2),  unless  pursuant  to a  determination  by a  court,  shall  be made by the
corporation  only as authorized in the specific case upon a  determination  that
indemnification of the director,  officer,  employee,  or agent is proper in the
circumstances because he has met the applicable standard of conduct set forth in
subsection (1) or subsection (2). Such determination shall be made:

                           (a)      By the board of directors by a majority vote
of a quorum consisting of directors who were not parties to such proceeding;

                           (b)      If such a quorum is not obtainable or,  even
if obtainable,  by majority vote of a committee duly  designated by the board of
directors (in which directors who are parties may participate) consisting solely
of two or more directors not at the time parties to the proceeding;

                           (c)      By independent legal counsel:

                                    1.   Selected  by  the  board  of  directors
prescribed in paragraph (a) or the committee prescribed in paragraph (b); or

                                    2. If a quorum  of the  directors  cannot be
obtained  for  paragraph  (a) and  the  committee  cannot  be  designated  under
paragraph  (b),  selected by majority  vote of the full board of  directors  (in
which directors who are parties may participate); or

                           (d)      By the  shareholders by a majority vote of a
quorum consisting of shareholders who were not parties to such proceeding or, if
no such quorum is obtainable,  by a majority vote of  shareholders  who were not
parties to such proceeding.

                  (5)   Evaluation  of  the   reasonableness   of  expenses  and
authorization  of  indemnification  shall  be made  in the  same  manner  as the
determination that indemnification is permissible. However, if the determination
of  permissibility  is made by independent  legal counsel,  persons specified by
paragraph (4)(c) shall evaluate the reasonableness of expenses and may authorize
indemnification.

                  (6) Expenses incurred by an officer or director in defending a
civil or criminal  proceeding  may be paid by the  corporation in advance of the
final  disposition  of such  proceeding  upon receipt of an undertaking by or on
behalf of such  director  or officer to repay  such  amount if he is  ultimately
found not to be entitled to indemnification by the corporation  pursuant to this
section.  Expenses incurred by other employees and agents may be paid in advance
upon such terms or conditions that the board of directors deems appropriate.
<PAGE>
                  (7) The  indemnification  and advancement of expenses provided
pursuant to this section are not exclusive, and a corporation may make any other
or further  indemnification  or advancement of expenses of any of its directors,
officers, employees, or agents, under any bylaw, agreement, vote of shareholders
or  disinterested  directors,  or  otherwise,  both as to action in his official
capacity  and as to  action in  another  capacity  while  holding  such  office.
However,  indemnification  or advancement of expenses shall not be made to or on
behalf of any director, officer, employee, or agent if a judgment or other final
adjudication establishes that his actions, or omissions to act, were material to
the cause of action so adjudicated and constitute:

                           (a) A  violation  of the  criminal  law,  unless  the
director,  officer,  employee,  or agent had  reasonable  cause to  believe  his
conduct  was  lawful or had no  reasonable  cause to  believe  his  conduct  was
unlawful;

                           (b) A transaction  from which the director,  officer,
employee, or agent derived an improper personal benefit;

                           (c) In the case of a director,  a circumstance  under
which the liability provisions of s. 607.0834 are applicable; or

                           (d) Willful  misconduct or a conscious  disregard for
the best interests of the  corporation in a proceeding by or in the right of the
corporation  to procure a judgment in its favor or in a proceeding  by or in the
right of a shareholder.

                  (8) Indemnification and advancement of expenses as provided in
this section shall  continue as, unless  otherwise  provided when  authorized or
ratified,  to a person who has ceased to be a director,  officer,  employee,  or
agent and shall inure to the benefit of the heirs, executors, and administrators
of such a person, unless otherwise provided when authorized or ratified.

                  (9) Unless the corporation's articles of incorporation provide
otherwise,   notwithstanding   the   failure   of  a   corporation   to  provide
indemnification,  and despite any contrary  determination of the board or of the
shareholders in the specific case, a director,  officer,  employee,  or agent of
the  corporation  who  is  or  was  a  party  to  a  proceeding  may  apply  for
indemnification or advancement of expenses, or both, to the court conducting the
proceeding, to the circuit court, or to another court of competent jurisdiction.
On  receipt  of an  application,  the court,  after  giving  any notice  that it
considers  necessary,  may order  indemnification  and  advancement of expenses,
including  expenses  incurred  in  seeking   court-ordered   indemnification  or
advancement of expenses, if it determines that:

                           (a) The  director,  officer,  employee,  or  agent is
entitled to mandatory  indemnification  under  subsection (3), in which case the
court shall also order the corporation to pay the director  reasonable  expenses
incurred in obtaining court-ordered indemnification or advancement of expenses;
<PAGE>
                           (b) The  director,  officer,  employee,  or  agent is
entitled to  indemnification  or advancement of expenses,  or both, by virtue of
the exercise by the corporation of its power pursuant to subsection (7); or

                           (c) The  director,  officer,  employee,  or  agent is
fairly and reasonably entitled to indemnification or advancement of expenses, or
both,  in view of all the  relevant  circumstances,  regardless  of whether such
person met the standard of conduct set forth in subsection (1),  subsection (2),
or subsection (7).

                  (10) For  purposes  of this  section,  the term  "corporation"
includes, in addition to the resulting corporation,  any constituent corporation
(including  any  constituent of a constituent)  absorbed in a  consolidation  or
merger, so that any person who is or was a director, officer, employee, or agent
of a  constituent  corporation,  or  is or  was  serving  at  the  request  of a
constituent  corporation as a director,  officer,  employee, or agent of another
corporation,  partnership,  joint venture, trust, or other enterprise, is in the
same  position  under this section  with  respect to the  resulting or surviving
corporation as he would have with respect to such constituent corporation if its
separate existence had continued.

                  (11)     For purposes of this section:

                           (a) The term "other  enterprises"  includes  employee
benefit plans;

                           (b)  The  term  "expenses"   includes  counsel  fees,
including those for appeal;

                           (c) The term "liability"  includes obligations to pay
a judgment,  settlement,  penalty,  fine  (including an excise tax assessed with
respect to any employee  benefit  plan),  and expenses  actually and  reasonably
incurred with respect to a proceeding;

                           (d) The term  "proceeding"  includes any  threatened,
pending, or completed action, suit, or other type of proceeding,  whether civil,
criminal, administrative, or investigative and whether formal or informal;

                           (e) The term "agent" includes a volunteer;

                           (f)  The  term   "serving   at  the  request  of  the
corporation" includes any service as a director,  officer, employee, or agent of
the corporation  that imposes duties on such persons,  including duties relating
to an employee benefit plan and its participants or beneficiaries; and

                           (g) The term "not opposed to the best interest of the
corporation"  describes  the actions of a person who acts in good faith and in a
manner he reasonably  believes to be in the best  interests of the  participants
and beneficiaries of an employee benefit plan.

                  (12) A  corporation  shall have power to purchase and maintain
insurance on behalf of any person who is or was a director,  officer,  employee,
or  agent  of  the  corporation  or is or was  serving  at  the  request  of the
corporation as a director,  officer,  employee, or agent of another corporation,
partnership,  joint venture,  trust, or other  enterprise  against any liability
asserted  against him and incurred by him in any such capacity or arising out of
his  status as such,  whether  or not the  corporation  would  have the power to
indemnify him against such liability under the provisions of this section.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 54856}]
{"company-data": {"conformed-name": "CORDIS CORP", "cik": "0000024654", "assigned-sic": "3841", "irs-number": "590870525", "state-of-incorporation": "FL", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-63999", "film-number": "95587364"}, "business-address": {"street1": "5200 BLUE LAGOON DR", "street2": "STE 200", "city": "MIAMI", "state": "FL", "zip": "33126", "phone": "3058242000"}, "mail-address": {"street1": "14201 N W 60TH", "city": "MIAMI LAKES", "state": "FL", "zip": "33014"}}
As filed with the Securities and Exchange Commission
                              on November 6, 1995

                           Registration No. 33-______
                _______________________________________________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                            REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                               Cordis Corporation
                _______________________________________________

             (Exact name of registrant as specified in its charter)

                                     Florida
                _______________________________________________

         (State or other jurisdiction of incorporation or organization)

                                   59-0870525
                _______________________________________________
                      (I.R.S. employer identification no.)

               14201 N.W. 60th Avenue, Miami Lakes, Florida 33014
                _______________________________________________

               (Address of principal executive offices) (Zip code)

               Cordis Corporation Non-Qualified Stock Option Plan
                _______________________________________________

                            (Full title of the plan)
                            Ana Maria Gonzalez, Esq.
                               Cordis Corporation
                             14201 N.W. 60th Avenue
                           Miami Lakes, Florida 33014
                     (Name and address of agent for service)

                                 (305) 824-2000
          (Telephone number, including area code, of agent for service)

                                    Copy to:

                              Peter J. Romeo, Esq.
                                 Hogan & Hartson
                                 Columbia Square
                           555 Thirteenth Street, N.W.
                             Washington, D.C. 20004
                                 (202) 637-5805
CALCULATION OF REGISTRATION FEE

- ------------------------------- --------------------- --------------------- ---------------------- -------------------
Title of securities             Amount to be          Proposed              Proposed maximum       Amount of
 to be registered               registered            maximum offering      aggregate offering     registration fee
                                                      price per share       price

Common Stock,                   750,000               $108.375 (1)          $81,281,250            $28,028
par value $1.00 per share

Stock Options                   750,000                  - 0 - (2)              - 0 -              - 0 -

                (1) Estimated  pursuant to Rule 457(h) under the  Securities Act
of 1933 as of October  27,  1995  solely  for the  purpose  of  calculating  the
registration fee.

                (2) Options to buy common stock granted at no cost to optionees.
Registration fee for options included in registration fee for common stock.
- -------------------------------------------------------------------------------
Pursuant  to Rule  429  this  registration  statement  also  constitutes  a post
effective  amendment to  registration  statement Nos.  33-23668,  33-35304,  and
33-63634.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

                The documents  containing  the  information  specified in Part I
will be sent or given to employees as specified by Rule 428(b)(1). In accordance
with the  instructions  to Part I of Form S-8, such  documents will not be filed
with  the  Commission  either  as  part  of this  registration  statement  or as
prospectuses or prospectus supplements pursuant to Rule 424.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

                Cordis  Corporation (the  "Registrant")  hereby  incorporates by
reference into this registration statement the following documents:

                (a)      The Registrant's  Annual Report on Form  10-K  for  the
                         year ended June 30, 1995;

                (b)      All  reports  filed with the  Securities  and  Exchange
                         Commission  pursuant  to  Section  13 or  15(d)  of the
                         Securities Exchange Act of 1934 since June 30, 1995;

                (c)      The  description  of  the  Registrant's   common  stock
                         contained in the Registrant's Registration Statement on
                         Form  8-A  filed  with  the   Securities  and  Exchange
                         Commission on October 28, 1968; and

                (d)      All documents filed by the Registrant subsequent to the
                         date hereof  pursuant to Sections 13(a) and (c), 14, or
                         15(d) of the Securities  Exchange Act of 1934, prior to
                         the  filing  of  a   post-effective   amendment   which
                         indicates that all securities offered have been sold or
                         which deregisters all securities remaining unsold.

Item 4.  Description of Securities.

                Not applicable.

                                      -1-
Item 5.  Interests of Named Experts and Counsel.

                Ana M. Gonzalez,  Esq.,  Secretary and Acting General Counsel of
the Registrant, rendered the legal opinion set forth in Exhibit 5 hereto.

Item 6.  Indemnification of Directors and Officers.

                (a)      Article  VIII  of the Registrant's  Bylaws  provides as
                         follows:

Each  person  who at any time is,  or shall  have  been,  a  director,  officer,
employee or agent of the Corporation, and is threatened to be or is made a party
to any  threatened,  pending or completed  action,  suit or proceeding,  whether
civil, criminal,  administrative or investigative, by reason of the fact that he
is, or was, a director, officer, employee or agent of the Corporation, or served
at the request of the Corporation as a director,  officer,  employee or agent of
the  Corporation,  or served at the  request of the  Corporation  as a director,
officer, employee, trustee or agent of another corporation,  partnership,  joint
venture,  trust  or other  enterprise,  shall be  indemnified  against  expenses
(including  attorneys'  fees),  judgments,  fines and amounts paid in settlement
actually and reasonably incurred by him in connection with any such action, suit
or proceeding to the full extent and subject to the  limitations  provided under
subsections 14 and 15 of Section 608.13 of the Florida  Statutes and subsections
(1) and (2) of Section 5 of the Florida General  Corporation  Act. The foregoing
right of  indemnification  shall in no way be  exclusive  of any other rights of
indemnification  to which any such director,  officer,  employee or agent may be
entitled under any other bylaw, agreement, vote of stockholders or disinterested
directors or otherwise.

                (b) Section  607.0850 of the Florida  Business  Corporation Act,
entitled "Indemnification of officers, directors,  employees and agents," is set
forth as Exhibit 28.2 to this Registration  Statement and is incorporated herein
by reference.

                (c)   Cordis  Corporation  has in  effect a policy of  liability
insurance covering its directors and officers.

                                      * * *

                Insofar as  indemnification  for  liabilities  arising under the
Securities Act of 1933 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  the  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.

                                      -2-
Item 7.  Exemption from Registration Claimed.

                Not applicable.

Item 8.  Exhibits.

Exhibit
Number                   Description
- -------                 -------------
   4              Cordis Corporation Non-Qualified Stock Option Plan

   5              Opinion of Ana M. Gonzalez, Esq.

  24.1            Consent of Ana M. Gonzalez, Esq. (See Exhibit 5)

  24.2            Consent of Deloitte & Touche

  28              Section 607.0850 of the Florida Business Corporation Act

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;

                                      -3-
(ii) To reflect in the prospectus any facts
                         or  events  arising  after  the  effective  date of the
                         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  the   registration
                         statement;

                                     (iii) To include any  material  information
                         with respect to the plan of distribution not previously
                         disclosed in the registration statement or any material
                         change  to  such   information   in  the   registration
                         statement.

provided,  however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8, and 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
Securities  Exchange  Act of 1934  that are  incorporated  by  reference  in the
registration statement.

                                  (2) That, for the purpose of  determining  any
                         liability  under the Securities Act of 1933,  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
                         that 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  Securities Act of 1933,  each
filing of the  Registrant's  annual report pursuant to Section 13(a) or 15(d) of
the Securities  Exchange Act of 1934 (and, where  applicable,  each filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
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.

                  (c)    The  undertaking  concerning  indemnification  is a set
forth under the  response to Item 6.

                                      -4-
SIGNATURES

                Pursuant to the  requirements of the Securities Act of 1933, 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 Miami Lakes, Florida, on this day of October, 1995.

                                Cordis Corporation

                                By: /s/
                                ----------------------
                                Robert C. Strauss
                                Chairman of the Board,
                                President and Chief
                                Executive Officer

                                POWER OF ATTORNEY

                KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears  below  constitutes  and appoints  Robert C.  Strauss and Alfred  Novak,
jointly  and  severally,   each  in  his  own  capacity,  his  true  and  lawful
attorneys-in-fact,  with full power of substitution, for him and his name, place
and  stead,  in  any  and  all  capacities,  to  sign  any  amendments  to  this
Registration  Statement,  and to file the same, with all exhibits  thereto,  and
other  documents  in  connection  therewith,  with the  Securities  and Exchange
Commission, hereby ratifying and confirming all that said attorneys-in-fact,  or
their  substitute or substitutes,  may lawfully do or cause to be done by virtue
hereof.

                Pursuant to the requirements of the Securities Act of 1933, this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the date indicated.

SIGNATURE                             TITLE                         DATE

/s/Robert C. Strauss      Chairman of the Board,                October   , 1995
- ------------------        President and Chief Executive
Robert C. Strauss         Officer (Principal Executive
                          Officer)

                                      -5-
SIGNATURE                             TITLE                         DATE

/s/Alfred J. Novak                  Vice President and         October   , 1995
- -------------------                 Chief Financial Officer 
Alfred J. Novak                     (Principal Financial 
                                    Officer, and Principal 
                                    Accounting Officer)

/s/Richard W. Foxen                 Director                   October   , 1995
- --------------------                                                            
Richard W. Foxen

- --------------------                Director                   October   , 1995
Donald F. Malin, Jr.

/s/David R. Challoner               Director                   October   , 1995
- --------------------                                                           
David R. Challoner

/s/Catherine M. Burzik              Director                   October   , 1995
- --------------------                                                           
Catherine M. Burzik

/s/Patricia K. Woolf                Director                   October   , 1995
- --------------------                                                           
Patricia K. Woolf

/s/J.L. de Ruyter van Steveninck    Director                   October   , 1995
- --------------------                                                            
J.L. de Ruyter van Steveninck

/s/William J. Razzouk               Director                   October   , 1995
- --------------------------                                                      
William J. Razzouk

/s/Wilton W. Webster, Jr.           Director                   October   , 1995
- --------------------------                                                      
Wilton W. Webster, Jr.

                                      -6-
EXHIBIT INDEX

Exhibit
Number                     Description                                     Page
- --------                 ---------------                                   ----
  4               Cordis Corporation Non-Qualified
                  Stock Option Plan

  5               Opinion of Ana M. Gonzalez, Esq.

 24.1             Consent of Ana M. Gonzalez, Esq.
                  (See Exhibit 5)

 24.2             Consent of Deloitte & Touche

 28               Section 607.0850 of the Florida
                  Business Corporation Act
Exhibit 4

                                                              CORDIS CORPORATION
                                                                   NON-QUALIFIED

                                                               STOCK OPTION PLAN
CORDIS CORPORATION
                                    DIRECTOR
                         NON-QUALIFIED STOCK OPTION PLAN

1.                Purpose.

                  The  purpose  of this  Non-Qualified  Stock  Option  Plan (the
"Plan") is to further  the  interest  of the  Company  and its  shareholders  by
providing  incentives  in the form of stock option  grants to key  employees who
contribute  materially  to the success and  profitability  of the  Company.  The
grants  will  recognize  and  reward  outstanding  individual  performances  and
contributions and will give such persons a proprietary  interest in the Company,
thus enhancing  their personal  interest in the Company and its  subsidiaries in
attracting and retaining key persons.  The options  granted under this Plan will
be nonstatutory  options taxed under Section 83 of the Internal  Revenue Code of
1986, as amended.

2.                Definitions.

                  The following definitions shall apply to this Plan:

                  (a) "Board" means the Board of Directors of the Company.

                  (b) "Code"  means  the  Internal   Revenue  Code  of 1986,  as
amended.

                  (c) "Compensation Committee"  means the Compensation Committee
of the Board of Directors.

                  (d) "Common Stock" means the Common Stock, par value $1.00 per
share of the Company or such other class of shares or securities as to which the
Plan may be applicable pursuant to Section 10 herein.

                  (e) "Company" means Cordis Corporation.

                  (f) "Date of Grant" means the date  on which  the Board grants
an Option.

                  (g)  "Employee"  means  any  person  employed  on an hourly or
salaried  basis by the Company or any parent or  subsidiary  of the Company that
now exists or hereafter is organized or acquired by or acquires the Company.

                  (h) "Fair Market  Price" shall mean the quoted market price of
the Common Stock of the Corporation, which shall, unless otherwise determined by
the Board, be the closing price as reported by NASDAQ Over-the-Counter  National
Market System or the last reported sale price prior to the date as of which such
market price is being determined.

                  (i)  "Option" means a  stock option granted  pursuant  to  the
Plan.

                  (j)  "Optionee" means an Employee who receives an Option.

                  (k)  "Plan" means the Cordis Corporation  Non-Qualified  Stock
Option Plan.

                  (l)  "Share" means the Common Stock, as adjusted in accordance
with Section 10 of the Plan.

                  (m)  "Subsidiary"  means  any  corporation  80% or more of the
voting  securities  of which are owned  directly or indirectly by the Company at
any time during the existence of this Plan.

3.                Administration.

                  This Plan will be administered by the  Compensation  Committee
("Committee"),  the members of which shall be  disinterested  persons within the
meaning of rule 16b-3 under the Securities Exchange Act of 1934 ("1934 Act").
The  Committee   has  the   exclusive   power  to  select  the
participants in this Plan, to establish the terms of the Options granted to each
participant,  and to make all other determinations  necessary or advisable under
the Plan.  The  Committee  has the sole and  absolute  discretion  to  determine
whether the  performance  of an eligible  Employee  warrants an award under this
Plan,  and to  determine  the amount of the award.  The  Committee  has full and
exclusive  power to construe and interpret this Plan, to prescribe,  amend,  and
rescind  rules and  regulations  relating to this Plan,  and to take all actions
necessary or advisable  for the Plan's  administration.  Any such  determination
made by the Committee will be final and binding on all persons.  A member of the
Committee will not be liable for performing any act or making any  determination
in good faith.

4.                Shares Subject to Option.

                  Subject to  adjustments  as provided  for by Section 10 of the
Plan, the maximum aggregate number of Shares that may be optioned and sold under
the Plan shall be 2,625,000. Such Shares may be authorized, but unissued, or may
be treasury shares.  If an Option should expire or become  unexercisable for any
reason without having been exercised in full, the  unpurchased  Shares that were
subject to the Option shall,  unless the Plan has then terminated,  be available
for other Options under the Plan.

5.                Participants.

                  (a) Eligible Employee.  Each officer and key Employee,  as the
Board in its sole  discretion  designates,  is eligible to  participate  in this
Plan. The  Committee's  award of an Option to a participant in any year does not
require the Committee to award an Option to that  participant in any other year.
Furthermore,   the   Committee   may  award   different   Options  to  different
participants.  The Committee may consider such factors as it deems  pertinent in
selecting participants and in determining the amount of their Options including,
without  limitations,  (i)  the  financial  condition  of  the  Company  or  its
Subsidiaries;  (ii) expected profits for the current or future years;  (iii) the
contributions of a prospective  participant to the  profitability and success of
the  Company  or its  Subsidiaries;  and (iv) the  adequacy  of the  prospective
participant's  other  compensation.  Participants  may  include  persons to whom
stock, stock options,  stock appreciation  rights, or other benefits  previously
were  granted  under this or  another  plan of the  Company  or any  Subsidiary,
whether or not the previously granted benefits have been fully exercised.

                  (b) No Right of Employment.  An Optionee's  right,  if any, to
continue  to serve the  Company and its  Subsidiaries  as an officer,  Employee,
Director  or  otherwise  will  not be  enlarged  or  otherwise  affected  by his
designation as a participant  under this Plan, and such  designation will not in
any way restrict the right of the Company or any Subsidiary, as the case may be,
to terminate at any time the employment of any participant.

6.                Option Requirements.

                  Each  Option   granted  under  this  Plan  shall  satisfy  the
following requirements:

                  (a) Written Option.  An Option shall be evidenced by a written
instrument  specifying  (i) the number of Shares  that may be  purchased  by its
exercise, and (ii) such terms and conditions as may be
consistent with the Plan as the Committee shall determine.

                  (b) Exercise  Price.  The exercise price of each Share subject
to the Option  shall be equal to or greater  than the Fair  Market  Value of the
Share on the Option's Date of Grant.

                  (c)  Duration of Option.  Each Option will expire on the tenth
anniversary  of its  Date  of  Grant  or at such  earlier  date as is set by the
Committee  in  establishing  the  terms  of the  grant  for  the  Option.  If an
Optionee's employment with the Company terminates before the expiration date for
an Option, the Options owned by such Optionee shall expire on the earlier of the
dates stated in this subsection or the date stated in subsections  (d), (e), (f)
or (g) below.

                  (d) Death. In the case of the death of an Optionee, the Option
shall expire on the one-year anniversary of the Optionee's death, or if earlier,
the date specified in subsection (c) above. During the one-year period following
the  Optionee's  death,  the Option may be exercised to the extent it could have
been exercised at the time the Optionee died,  subject to any adjustments  under
Section 10 herein.

                  (e)  Disability.  In the case of the disability of an Optionee
and a resulting  termination  of employment  with the Company,  the Option shall
expire  on  the  one-year  anniversary  date  of  the  Optionee's  last  day  of
employment,  or, if earlier,  the date  specified in subsection  (c) above.  For
purposes of this  subsection,  an Optionee will be considered  disabled if he is
totally and permanently  disabled within the meaning of Code Section  105(d)(4).
During the one-year period following the Optionee's termination of employment by
reason of disability, the Option may be exercised as to the number of Shares for
which it could have been  exercised  at the time the Optionee  became  disabled,
subject to any adjustments under Section 10 herein.
(f) Retirement. If the Optionee's service terminates by reason
of normal  retirement under the Cordis  Corporation  Retirement Plan, the Option
will expire ninety days after the last day of employment, or, if earlier, on the
date specified in subsection (c) above.  During the ninety day period  following
the  Optionee's  retirement as described in this  subsection,  the Option may be
exercised  as to the  number of Shares  for which  the  Option  could  have been
exercised on the retirement  date,  subject to any  adjustment  under Section 10
herein.

                  (g) Termination of Services. If the Optionee ceases employment
for any reason other than death,  disability  or  retirement of the Optionee (as
described above),  all Options held by the Optionee shall remain exercisable for
a period of three months from the date of cessation of  employment to the extent
it was  exercisable at the time of cessation of  employment,  and thereafter all
such options shall terminate  together with all rights hereunder,  to the extent
not previously  exercised.  Notwithstanding  the  provisions of this  paragraph,
however,  if the Optionee  shall be discharged for cause (which shall be defined
as  participation  in conduct  during  employment  consisting of fraud,  felony,
willful  misconduct or  commission of any act which causes or may  reasonably be
expected to cause  substantial  damage to the Company) each Option to the extent
not previously exercised shall terminate at once.

                  (h) Change of Control.  If the  Company  undergoes a change of
control as defined in this  subsection,  all Options  outstanding on the date of
the change in control shall be 100% vested,  notwithstanding the requirements of
subsection  (j)  below.  For this  purpose,  a  "change  of  control"  means the
following:
(i) The acquisition by any person of direct or indirect
beneficial  ownership  of  the  Company's  outstanding  voting  securities  in a
quantity  sufficient to cause a change in the composition of the Company's Board
of Directors. For purposes of this provision, the term "person" means any group,
corporation, partnership, association, trust (other than any trust holding stock
for the  account of  Employees  of the Company  pursuant to any stock  purchase,
ownership or employee benefit plan of the Company),  business entity, estate, or
natural person, and "beneficial ownership" means the direct or indirect power to
vote or to direct the voting of the security or the direct or indirect  power to
dispose or direct the disposition of the security.

                         (ii) Completion of a tender offer or exchange offer for
and  acquisition of 50% or more of the voting  securities of the Company that is
required to be reported by the offeror to the Securities and Exchange Commission
pursuant  to  Section  14(d)  of the  Securities  Exchange  Act of 1934  and the
regulations promulgated thereunder.

                          (iii) The merger or consolidation  of the Company with
or  into  another  corporation,  other  than a  wholly-owned  subsidiary  of the
Company,  or to transfer all or substantially  all of the assets of the Company,
other than to a wholly-owned subsidiary of the Company.

                  (i) Conditions  Required for Exercise.  Options  granted under
this Plan shall be  exercisable  only to the extent they are vested as described
in  subsection  (j) below.  In  addition,  each Option  issued under the Plan is
exercisable  only if the issuance of Shares pursuant to the exercise would be in
compliance with applicable  securities laws, as contemplated by Section 8 of the
Plan.

                  (j) Vesting of Option.  Options  granted  under the Plan shall
not vest,  in whole or in part,  until one year after the date of grant.  Unless
otherwise  provided  by the  Board on the  grant  of an  Option,  an  Optionee's
interest in the Option shall be  thereafter  fully vested one year from the date
of the grant.  To the extent an Option is either  unexercisable  or unexercised,
the  unexercised   portion  shall  accumulate  until  the  Option  both  becomes
exercisable  and is  exercised,  until the  expiration  date of the Option.  The
Committee may  accelerate  the vesting of any Option at any time  including,  if
applicable,  after termination of the Optionee's  employment by reason of death,
disability, retirement, or termination of employment.

                  (k) Other Benefits. Each grant of an Option may be accompanied
by the grant of any other benefit chosen by the Committee so long as the benefit
is not inconsistent with the terms of this Plan.
7.                Method of Exercise.

                  An Option  granted  under this Plan shall be deemed  exercised
when the person  entitled to exercise the Option (a) delivers  written notice to
the  Secretary  of the Company of the  decision to  exercise,  (b)  concurrently
tenders to the Company full  payment for the Shares to be purchased  pursuant to
the exercise,  and (c) complies with such other  reasonable  requirements as the
Board or Committee  establishes  pursuant to Section 8 of the Plan.  Payment for
Shares  with  respect  to which an  Option is  exercised  may be made in cash or
check.  No person will have the rights of a  shareholder  with respect to Shares
subject to an Option granted under this Plan until a certificate or certificates
for the Shares have been delivered to him.

                  An  Option  granted  under  this  Plan  may  be  exercised  in
increments of not less than 100 shares,  or, if less,  the full number of Shares
remaining subject to the Option. A partial exercise of an Option will not affect
the holder's right to exercise the Option from  time-to-time  in accordance with
this Plan as to the remaining Shares subject to the Option.

8.                Taxes; Compliance with Law; Approval of Regulatory Bodies.

                  The Company,  if necessary or  desirable,  may pay or withhold
the amount of any tax  attributable to any Shares  deliverable  under this Plan,
and the Company may defer making  delivery or payment until it is indemnified to
its  satisfaction  for that  tax.  Options  are  exercisable,  and  Share can be
delivered under this Plan,  only in compliance  with all applicable  federal and
state laws and  regulations,  including  without  limitation,  state and federal
securities  laws,  and the rules of all stock  exchanges on which the  Company's
stock is listed at any time.  An  Option  is  exercisable  only if either  (a) a
registration  statement  pertaining  to the Shares to be issued upon exercise of
the Option has been filed with and  declared  effective  by the  Securities  and
Exchange  Commission  and remains  effective on the date of exercise,  or (b) an
exemption from the  registration  requirements of applicable  securities laws is
available.  This Plan does not  require  the  Company,  however,  to file such a
registration  statement or to assure the  availability of such  exemptions.  Any
certificate  issued  to  evidence  Shares  issued  under  the Plan may bear such
legends and statements,  and shall be subject to such transfer restrictions,  as
the Board or Committee  deems  advisable to assure  compliance  with federal and
state laws and  regulations  and with the  requirements  of this  Section.  Each
Option may not be exercised, and Shares may not be issued under this Plan, until
the Company has  obtained  the  consent or  approval of every  regulatory  body,
federal or state,  having  jurisdiction  over such  matters  as the Board  deems
advisable.
Each  person who  acquires  the right to exercise an Option by
bequest or  inheritance  may be required by the Committee to furnish  reasonable
evidence  of  ownership  of the Option as a  condition  to his  exercise  of the
Option.  In addition,  the  Committee  may require such consents and releases of
taxing authorities as the Committee deems advisable.

9.                Assignability.

                  An Option granted under this Plan is not  transferable  except
by will or the laws of descent  and  distribution,  or  pursuant  to a qualified
domestic relations order as defined by the Internal Revenue Code of 1986. During
the lifetime of an  Optionee,  his Options are  exercisable  only by him or by a
transferee pursuant to a qualified domestic relations order.

10.               Adjustment Upon Change of Shares.

                  If a reorganization, merger, consolidation,  reclassification,
recapitalization,   combination  or  exchange  of  shares,  stock  split,  stock
dividend, rights offering, or other expansion or contraction of the Common Stock
of the  Company  occurs,  the number and class of Shares for which  Options  are
authorized  to be granted  under this Plan,  the number and class of Shares then
subject to Options  previously  granted under this Plan, and the price per Share
payable  upon  exercise  of each  Option  outstanding  under  this Plan shall be
equitably  adjusted by the Board to reflect such  changes.  To the extent deemed
equitable  and  appropriate  by the  Board,  subject to any  required  action by
stockholders,  in any  merger,  consolidation,  reorganization,  liquidation  or
dissolution,  any Option  granted under the Plan shall pertain to the securities
and other property to which a holder of the number of Shares of stock covered by
the Option would have been entitled to receive in connection with such event.

11.               Liability of the Company.

                  The  Company,  its  parent  and  any  Subsidiary  that  is  in
existence or hereafter comes into  existence,  shall not be liable to any person
for any tax  consequences  expected  but not  realized  by an  Optionee or other
person due to the exercise of an Option.
12.               Amendment and Termination of Plan.

                  The Board may alter,  amend,  or terminate this Plan from time
to time without  approval of the  shareholders.  Any  amendment  that alters the
terms or  provision  of an Option  granted  before  the  amendment  (unless  the
alteration is expressly  permitted  under this Plan) will be effective only with
the  consent  of the  Optionee  to whom the  Option  was  granted  or the holder
currently entitled to exercise it.

13.               Expenses of Plan.

                  The Company shall bear the expenses of administering the Plan.

14.               Duration of Plan.

                  Options  may be  granted  under  this Plan only  during the 10
years immediately following the effective date of this Plan.

15.               Applicable Law.

                  The validity, interpretation, and enforcement of this Plan are
governed  in all  respects  by the laws of the State of  Florida  and the United
States of America.

16.               Compliance with Rule 16b-3.

                  With respect to participants  who are subject to Section 16 of
the Securities  Exchange Act of 1934,  transactions under this Plan are intended
to comply with all applicable  conditions of Rule 16b-3 or its successors  under
Section 16. Any  provision of this Plan which does not comply with an applicable
condition of the rule shall be deemed null and void, to the extent  permitted by
law and deemed advisable by the Committee.

17.               Effective Date.

                  The effective date of this Plan shall be the date on which the
Board adopts the Plan.

Adopted by the Board of Directors on August 31, 1987.

Amended by the Board of Directors on April 5, 1988, June 29, 1989, June 5, 1990,
August 25, 1992 and August 23, 1994
Exhibit 5

                                                                      OPINION OF
                                                           ANA M. GONZALEZ, ESQ.
Cordis

October 31, 1995                                              Cordis Corporation
                                                          14201 N.W. 60th Avenue
                                                           Miami Lakes, Fl 33014
                                                                  (305) 824-2000
                                                              (305) 824-2747 Fax

Board of Directors                                              Mailing Address:
Cordis Corporation                                               P.O. Box 025700
14201 N.W. 60th Avenue                                     Miami, FL  33102-5700
Miami Lakes, FL  33014

Gentlemen and Madam:

This letter is  submitted  pursuant to the  requirements  of Item  601(b)(5)  of
Regulation  S-K,  17  C.F.R.  Section  229.601(b)(5),  in  connection  with  the
registration  on  Form  S-8  (the  "Form  S-8")  of  750,000  shares  of  Cordis
Corporation,  a Florida  corporation  (the  "Company"),  common stock, par value
$1.00  per  share  (the  "Shares"),  issuable  in  connection  with  the  Cordis
Corporation Non-Qualified Stock Option Plan (the "Plan").

For purposes of rendering this opinion as Acting General Counsel to the Company,
I have examined and have relied upon the following documents:

         1.   An executed copy of the Form S-8.
         2.   A copy of the Plan.
         3.   Articles of Incorporation of the Company, as amended and restated.
         4.   The Bylaws of the Company as amended.

Based upon the foregoing, I am of the opinion that the Company is duly organized
and validly  existing under the laws of the State of Florida and that the Shares
when issued and  delivered in the manner and on the terms  described in the Form
S-8 and the Plan, will be legally issued, fully paid and nonassessable.

I hereby consent to the filing of this opinion as an exhibit to the Form S-8.

Sincerely,

/s/____________________________________
   Ana Maria Gonzalez
   Secretary and Acting General Counsel
Exhibit 24.1

                                                                      CONSENT OF
                                                           ANA M. GONZALEZ, ESQ.

                                                                 (See Exhibit 5)
Exhibit 24.2

                                                    CONSENT OF DELOITTE & TOUCHE
INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in this  Registration  Statement of
Cordis Corporation on Form S-8 of our report dated August 11, 1995, appearing in
the Annual Report on Form 10-K of Cordis Corporation for the year ended June 30,
1995.

Miami, Florida
November 3, 1995
Exhibit 28

                                                         SECTION 607.0850 OF THE
                                                    FLORIDA BUSINESS CORPORATION
                                                                             ACT
FLORIDA BUSINESS CORPORATION ACT

ss. 607.0850.      Indemnification of officers, directors, employees, and agents

                  (1) A corporation shall have power to indemnify any person who
was or is a party to any  proceeding  (other  than an action by, or in the right
of,  the  corporation),  by  reason  of the fact  that he is or was a  director,
officer,  employee,  or agent of the  corporation  or is or was  serving  at the
request of the corporation as a director, officer, employee, or agent of another
corporation,  partnership,  joint venture,  trust, or other  enterprise  against
liability  incurred in  connection  with such  proceeding,  including any appeal
thereof,  if he acted in good faith and in a manner he reasonably believed to be
in, or not opposed to, the best interests of the  corporation  and, with respect
to any criminal  action or  proceeding,  had no reasonable  cause to believe his
conduct was unlawful.  The  termination  of any  proceeding by judgment,  order,
settlement,  or conviction or upon a plea of nolo  contendere or its  equivalent
shall not, of itself,  create a presumption  that the person did not act in good
faith and in a manner which he reasonably  believed to be in, or not opposed to,
the best interests of the corporation or, with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was unlawful.

                  (2) A  corporation  shall have power to indemnify  any person,
who was or is a party to any proceeding by or in the right of the corporation to
procure  a  judgment  in its  favor by  reason  of the fact  that he is or was a
director, officer, employee, or agent of the corporation or is or was serving at
the request of the  corporation as a director,  officer,  employee,  or agent of
another  corporation,  partnership,  joint venture,  trust, or other enterprise,
against  expenses and amounts paid in settlement not exceeding,  in the judgment
of the board of directors, the estimated expense of litigating the proceeding to
conclusion,  actually and reasonably  incurred in connection with the defense or
settlement   of  such   proceeding,   including   any   appeal   thereof.   Such
indemnification  shall be authorized if such person acted in good faith and in a
manner he reasonably believed to be in, or not opposed to, the best interests of
the  corporation,  except  that no  indemnification  shall  be made  under  this
subsection  in respect of any claim,  issue,  or matter as to which such  person
shall have been adjudged to be liable  unless,  and only to the extent that, the
court in which such  proceeding  was  brought,  or any other court of  competent
jurisdiction, shall determine upon application that, despite the adjudication of
liability but in view of all  circumstances  of the case,  such person is fairly
and  reasonably  entitled to indemnity for such expenses  which such court shall
deem proper.

                  (3) To the extent that a director, officer, employee, or agent
of a  corporation  has been  successful on the merits or otherwise in defense of
any proceeding referred to in subsection (1) or subsection (2), or in defense of
any claim,  issue, or matter therein,  he shall be indemnified  against expenses
actually and reasonably incurred by him in connection therewith.
(4) Any  indemnification  under  subsection  (1) or subsection
(2),  unless  pursuant  to a  determination  by a  court,  shall  be made by the
corporation  only as authorized in the specific case upon a  determination  that
indemnification of the director,  officer,  employee,  or agent is proper in the
circumstances because he has met the applicable standard of conduct set forth in
subsection (1) or subsection (2). Such determination shall be made:

                           (a)      By the board of directors by a majority vote
of a quorum consisting of directors who were not parties to such proceeding;

                           (b)      If such a quorum is not obtainable or,  even
if obtainable,  by majority vote of a committee duly  designated by the board of
directors (in which directors who are parties may participate) consisting solely
of two or more directors not at the time parties to the proceeding;

                           (c)      By independent legal counsel:

                                    1.   Selected  by  the  board  of  directors
prescribed in paragraph (a) or the committee prescribed in paragraph (b); or

                                    2. If a quorum  of the  directors  cannot be
obtained  for  paragraph  (a) and  the  committee  cannot  be  designated  under
paragraph  (b),  selected by majority  vote of the full board of  directors  (in
which directors who are parties may participate); or

                           (d)      By the  shareholders by a majority vote of a
quorum consisting of shareholders who were not parties to such proceeding or, if
no such quorum is obtainable,  by a majority vote of  shareholders  who were not
parties to such proceeding.

                  (5)   Evaluation  of  the   reasonableness   of  expenses  and
authorization  of  indemnification  shall  be made  in the  same  manner  as the
determination that indemnification is permissible. However, if the determination
of  permissibility  is made by independent  legal counsel,  persons specified by
paragraph (4)(c) shall evaluate the reasonableness of expenses and may authorize
indemnification.

                  (6) Expenses incurred by an officer or director in defending a
civil or criminal  proceeding  may be paid by the  corporation in advance of the
final  disposition  of such  proceeding  upon receipt of an undertaking by or on
behalf of such  director  or officer to repay  such  amount if he is  ultimately
found not to be entitled to indemnification by the corporation  pursuant to this
section.  Expenses incurred by other employees and agents may be paid in advance
upon such terms or conditions that the board of directors deems appropriate.
(7) The  indemnification  and advancement of expenses provided
pursuant to this section are not exclusive, and a corporation may make any other
or further  indemnification  or advancement of expenses of any of its directors,
officers, employees, or agents, under any bylaw, agreement, vote of shareholders
or  disinterested  directors,  or  otherwise,  both as to action in his official
capacity  and as to  action in  another  capacity  while  holding  such  office.
However,  indemnification  or advancement of expenses shall not be made to or on
behalf of any director, officer, employee, or agent if a judgment or other final
adjudication establishes that his actions, or omissions to act, were material to
the cause of action so adjudicated and constitute:

                           (a) A  violation  of the  criminal  law,  unless  the
director,  officer,  employee,  or agent had  reasonable  cause to  believe  his
conduct  was  lawful or had no  reasonable  cause to  believe  his  conduct  was
unlawful;

                           (b) A transaction  from which the director,  officer,
employee, or agent derived an improper personal benefit;

                           (c) In the case of a director,  a circumstance  under
which the liability provisions of s. 607.0834 are applicable; or

                           (d) Willful  misconduct or a conscious  disregard for
the best interests of the  corporation in a proceeding by or in the right of the
corporation  to procure a judgment in its favor or in a proceeding  by or in the
right of a shareholder.

                  (8) Indemnification and advancement of expenses as provided in
this section shall  continue as, unless  otherwise  provided when  authorized or
ratified,  to a person who has ceased to be a director,  officer,  employee,  or
agent and shall inure to the benefit of the heirs, executors, and administrators
of such a person, unless otherwise provided when authorized or ratified.

                  (9) Unless the corporation's articles of incorporation provide
otherwise,   notwithstanding   the   failure   of  a   corporation   to  provide
indemnification,  and despite any contrary  determination of the board or of the
shareholders in the specific case, a director,  officer,  employee,  or agent of
the  corporation  who  is  or  was  a  party  to  a  proceeding  may  apply  for
indemnification or advancement of expenses, or both, to the court conducting the
proceeding, to the circuit court, or to another court of competent jurisdiction.
On  receipt  of an  application,  the court,  after  giving  any notice  that it
considers  necessary,  may order  indemnification  and  advancement of expenses,
including  expenses  incurred  in  seeking   court-ordered   indemnification  or
advancement of expenses, if it determines that:

                           (a) The  director,  officer,  employee,  or  agent is
entitled to mandatory  indemnification  under  subsection (3), in which case the
court shall also order the corporation to pay the director  reasonable  expenses
incurred in obtaining court-ordered indemnification or advancement of expenses;
(b) The  director,  officer,  employee,  or  agent is
entitled to  indemnification  or advancement of expenses,  or both, by virtue of
the exercise by the corporation of its power pursuant to subsection (7); or

                           (c) The  director,  officer,  employee,  or  agent is
fairly and reasonably entitled to indemnification or advancement of expenses, or
both,  in view of all the  relevant  circumstances,  regardless  of whether such
person met the standard of conduct set forth in subsection (1),  subsection (2),
or subsection (7).

                  (10) For  purposes  of this  section,  the term  "corporation"
includes, in addition to the resulting corporation,  any constituent corporation
(including  any  constituent of a constituent)  absorbed in a  consolidation  or
merger, so that any person who is or was a director, officer, employee, or agent
of a  constituent  corporation,  or  is or  was  serving  at  the  request  of a
constituent  corporation as a director,  officer,  employee, or agent of another
corporation,  partnership,  joint venture, trust, or other enterprise, is in the
same  position  under this section  with  respect to the  resulting or surviving
corporation as he would have with respect to such constituent corporation if its
separate existence had continued.

                  (11)     For purposes of this section:

                           (a) The term "other  enterprises"  includes  employee
benefit plans;

                           (b)  The  term  "expenses"   includes  counsel  fees,
including those for appeal;

                           (c) The term "liability"  includes obligations to pay
a judgment,  settlement,  penalty,  fine  (including an excise tax assessed with
respect to any employee  benefit  plan),  and expenses  actually and  reasonably
incurred with respect to a proceeding;

                           (d) The term  "proceeding"  includes any  threatened,
pending, or completed action, suit, or other type of proceeding,  whether civil,
criminal, administrative, or investigative and whether formal or informal;

                           (e) The term "agent" includes a volunteer;

                           (f)  The  term   "serving   at  the  request  of  the
corporation" includes any service as a director,  officer, employee, or agent of
the corporation  that imposes duties on such persons,  including duties relating
to an employee benefit plan and its participants or beneficiaries; and

                           (g) The term "not opposed to the best interest of the
corporation"  describes  the actions of a person who acts in good faith and in a
manner he reasonably  believes to be in the best  interests of the  participants
and beneficiaries of an employee benefit plan.

                  (12) A  corporation  shall have power to purchase and maintain
insurance on behalf of any person who is or was a director,  officer,  employee,
or  agent  of  the  corporation  or is or was  serving  at  the  request  of the
corporation as a director,  officer,  employee, or agent of another corporation,
partnership,  joint venture,  trust, or other  enterprise  against any liability
asserted  against him and incurred by him in any such capacity or arising out of
his  status as such,  whether  or not the  corporation  would  have the power to
indemnify him against such liability under the provisions of this section.