<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 Director 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
<TABLE>
<CAPTION>

- ----------------------------------------------------------------------------------------------------
<S>                       <C>            <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,             100,000        $108.375 (1)       $10,837,500          $3,737
par value $1.00 per share
- ----------------------------------------------------------------------------------------------------
Stock Options             100,000        - 0 - (2)          - 0 -                 - 0 -
- ----------------------------------------------------------------------------------------------------
</TABLE>

         (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 No. 33-44953.


<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,

                                      - 2 -
<PAGE>
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.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

Exhibit
Number                            Description
- ------                            -----------

   4         Cordis Corporation Director 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 Director 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
                                                        DIRECTOR NON-QUALIFIED
                                                             STOCK OPTION PLAN



<PAGE>


                               CORDIS CORPORATION
                                    DIRECTOR
                         NON-QUALIFIED STOCK OPTION PLAN


1.       Purpose.
         -------

         The  purpose of this  Director  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  Directors of the
Corporation.  The grants will recognize the expertise and contributions provided
to the  Corporation  by the  members of the Board of  Directors  and provide the
Directors  with a  proprietary  interest in the Company,  thus  enhancing  their
personal interest in the Company's continued success and progress.  This program
will also assist the Company in attracting and retaining individuals with a high
level of competence  and ability to contribute to the  governance and management
of the Company. 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)    "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 11 herein.

<PAGE>
         (d)    "Company" means Cordis Corporation.

         (e)    "Date of Grant"  means  the date on which an option to  purchase
Common Stock of the Company is granted pursuant to this Plan.

         (f)    "Director"  means  an   individual   appointed  to  the Board of
Directors and awaiting  election and  qualification  by the  shareholders of the
Corporation  or  an  individual  who  is  duly  elected  and  qualified  by  the
shareholders of the Corporation as a member of the Board of Directors.

         (g)    "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.

         (h)    "Option" means a Stock Option granted pursuant to the Plan.

         (i)    "Optionee" means a Director who receives an Option.

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

         (k)    "Share"  means the Common  Stock,  as may, from time to time, be
adjusted in accordance with Section 11 of the Plan.

3.       Administration.

         This Plan will be  administered  by the  Compensation  Committee of the
Board  ("Committee").  A majority of the Committee  constitutes a quorum for the
purposes of  administering  the Plan,  and all  determinations  of the Committee
shall be made by a  majority  of 

<PAGE>
the  members  present  at a  meeting  at which a  quorum  is  present  or by the
unanimous written consent of the members of the Committee.

         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 the  provisions  of  Section  11 of the Plan,  the  maximum
aggregate number of Shares that may be optioned and sold under the Plan shall be
200,000. 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.
         -------------

         Each  Director on the Board of Directors of the Company who is not also
an employee of the Company is eligible to participate in this Plan.

6.       Option Grants.
         --------------

         Each year, on July 1 of such year, for the duration of this Plan,  each
Director  shall  receive a grant of the option to purchase two thousand  (2,000)
shares of the Common  Stock of the Company,  subject to the Option  Requirements
set forth in the following Section 7.

<PAGE>

7.       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 other terms and conditions as may be consistent with the
Plan.

                (b) Exercise Price.  The exercise price of such Share subject to
the Option  shall be equal to the Fair Market Value of the Share at the Option's
Date of Grant.

                (c)  Duration  of Option.  Each  Option will expire on the tenth
anniversary  of its Date of Grant.  If an Optionee's  service as a member of the
Board of Directors of the Company  terminates  before the expiration date for an
Option,  the Option  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,  all
outstanding  Options  will  become  exercisable  on the  date of  death  of such
Optionee  and,  thereafter,  be available  for exercise for a period of one year
from the date of death, subject to any adjustments under Section 11 herein.

                (e) Disability. In the case of the disability of an Optionee and
a resulting termination of service on the Board of Directors of the Company, the
outstanding  Options of such Optionee will continue to vest during the period of
disability  and will  terminate in accordance  with each such Option's  original
term during such period, subject to any adjustments under Section 11 herein. For
the purposes of this subsection,  an Optionee will be considered  disabled if he
or she is  permanently  disabled  to the extent that it is  impossible  for such
Optionee to perform the normal functions  expected and required of a Director of
the  Company.  All  such  determinations  of  disability  shall  be in the  sole
discretion of the Board and 

<PAGE>
the Board's  determination  of such disability shall be final and binding on any
Optionee for the purposes of this Plan.

                (f) Retirement.  If the Optionee's  service as a Director on the
Board of  Directors  of the Company  terminates  by reason of normal  retirement
under and  pursuant to the Cordis  Corporation  Director  Retirement  Plan,  the
unexercised  Options  of  such  retired  Directors  outstanding  at the  time of
retirement  will continue to vest  subsequent to the  Director's  retirement and
such options will terminate in accordance  with their original term,  subject to
any adjustment under Section 11 herein.

                (g)  Termination of Services.  If the Optionee ceases service on
the  Board  of  Directors  of the  Company  for any  reason  other  than  death,
disability or retirement of the Optionee (as described above),  any Options held
by the Optionee shall remain  exercisable  for a period of three months from the
date of  cessation  of  service on the Board of  Directors  to the extent it was
exercisable  at the time of cessation of service on the Board of Directors,  and
thereafter all such options shall terminate  together with all rights hereunder,
to the extent such options were not  previously  exercised.  If,  however,  such
cessation  of  service  occurs  after age  sixty-five,  any  Option  held by the
Optionee  shall  remain  exercisable  for a period  of one year from the date of
cessation of service on the Board of Directors to the extent it was  exercisable
at the time of such cessation of service, and thereafter, all such options shall
terminate  together with all rights  hereunder,  to the extent such options were
not  previously  exercised.  Notwithstanding  the  provisions of the  paragraph,
however, if the Optionee shall be removed from service on the Board of Directors
for cause (which shall be defined as  participation in conduct during service on
the Board 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 

<PAGE>
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  Directions.  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 the
transfer of 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 9 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,  except as provided
in subsection (d).

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

<PAGE>
8.       Method of Exercise.
         ------------------

         An Option  granted under this Plan shall be deemed  exercised  when the
Director  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
establishes  pursuant to Section 7 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 for the Shares has 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.

9.       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 Shares 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  
<PAGE>
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 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 Board to furnish  reasonable  evidence  of
ownership  of the  Option as a  condition  to his  exercise  of the  Option.  In
addition, the Board may require such consents and releases of taxing authorities
as the Board deems advisable.

10.      Assignability.
         --------------

         An Option granted under this Plan is not transferable except by will or
the laws of descent and  distribution.  During the lifetime of an Optionee,  his
Options are exercisable only by him.

11.      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 
<PAGE>
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.

12.      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.

13.      Amendment and Termination of Plan.

         The Board may terminate this Plan without approval of the shareholders.
However,  any  alteration  or  amendment  of this Plan may only be made with the
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.

14.      Expenses of Plan.

         The Company shall bear the expenses of administering the Plan.

15.      Duration of Plan.

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



<PAGE>

16.      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.

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  June  5,  1990  and  approved  by the
shareholders on October 23, 1990.  Amendments  subsequently adopted by the Board
in June and August 1993 and approved by the shareholders in October, 1993.


<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  100,000  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 Directors 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

AMG:kb



<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,  
<PAGE>
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.

<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

<PAGE>
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

<PAGE>
                (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.





<PAGE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 52913}]
{"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": "033-63997", "film-number": "95587361"}, "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 Director 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,             100,000        $108.375 (1)       $10,837,500          $3,737
par value $1.00 per share
- ----------------------------------------------------------------------------------------------------
Stock Options             100,000        - 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 No. 33-44953.
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,

                                      - 2 -
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.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

Exhibit
Number                            Description
- ------                            -----------

   4         Cordis Corporation Director 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 Director 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
                                                        DIRECTOR NON-QUALIFIED
                                                             STOCK OPTION PLAN
CORDIS CORPORATION
                                    DIRECTOR
                         NON-QUALIFIED STOCK OPTION PLAN

1.       Purpose.
         -------

         The  purpose of this  Director  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  Directors of the
Corporation.  The grants will recognize the expertise and contributions provided
to the  Corporation  by the  members of the Board of  Directors  and provide the
Directors  with a  proprietary  interest in the Company,  thus  enhancing  their
personal interest in the Company's continued success and progress.  This program
will also assist the Company in attracting and retaining individuals with a high
level of competence  and ability to contribute to the  governance and management
of the Company. 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)    "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 11 herein.
(d)    "Company" means Cordis Corporation.

         (e)    "Date of Grant"  means  the date on which an option to  purchase
Common Stock of the Company is granted pursuant to this Plan.

         (f)    "Director"  means  an   individual   appointed  to  the Board of
Directors and awaiting  election and  qualification  by the  shareholders of the
Corporation  or  an  individual  who  is  duly  elected  and  qualified  by  the
shareholders of the Corporation as a member of the Board of Directors.

         (g)    "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.

         (h)    "Option" means a Stock Option granted pursuant to the Plan.

         (i)    "Optionee" means a Director who receives an Option.

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

         (k)    "Share"  means the Common  Stock,  as may, from time to time, be
adjusted in accordance with Section 11 of the Plan.

3.       Administration.

         This Plan will be  administered  by the  Compensation  Committee of the
Board  ("Committee").  A majority of the Committee  constitutes a quorum for the
purposes of  administering  the Plan,  and all  determinations  of the Committee
shall be made by a  majority  of
the  members  present  at a  meeting  at which a  quorum  is  present  or by the
unanimous written consent of the members of the Committee.

         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 the  provisions  of  Section  11 of the Plan,  the  maximum
aggregate number of Shares that may be optioned and sold under the Plan shall be
200,000. 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.
         -------------

         Each  Director on the Board of Directors of the Company who is not also
an employee of the Company is eligible to participate in this Plan.

6.       Option Grants.
         --------------

         Each year, on July 1 of such year, for the duration of this Plan,  each
Director  shall  receive a grant of the option to purchase two thousand  (2,000)
shares of the Common  Stock of the Company,  subject to the Option  Requirements
set forth in the following Section 7.
7.       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 other terms and conditions as may be consistent with the
Plan.

                (b) Exercise Price.  The exercise price of such Share subject to
the Option  shall be equal to the Fair Market Value of the Share at the Option's
Date of Grant.

                (c)  Duration  of Option.  Each  Option will expire on the tenth
anniversary  of its Date of Grant.  If an Optionee's  service as a member of the
Board of Directors of the Company  terminates  before the expiration date for an
Option,  the Option  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,  all
outstanding  Options  will  become  exercisable  on the  date of  death  of such
Optionee  and,  thereafter,  be available  for exercise for a period of one year
from the date of death, subject to any adjustments under Section 11 herein.

                (e) Disability. In the case of the disability of an Optionee and
a resulting termination of service on the Board of Directors of the Company, the
outstanding  Options of such Optionee will continue to vest during the period of
disability  and will  terminate in accordance  with each such Option's  original
term during such period, subject to any adjustments under Section 11 herein. For
the purposes of this subsection,  an Optionee will be considered  disabled if he
or she is  permanently  disabled  to the extent that it is  impossible  for such
Optionee to perform the normal functions  expected and required of a Director of
the  Company.  All  such  determinations  of  disability  shall  be in the  sole
discretion of the Board and
the Board's  determination  of such disability shall be final and binding on any
Optionee for the purposes of this Plan.

                (f) Retirement.  If the Optionee's  service as a Director on the
Board of  Directors  of the Company  terminates  by reason of normal  retirement
under and  pursuant to the Cordis  Corporation  Director  Retirement  Plan,  the
unexercised  Options  of  such  retired  Directors  outstanding  at the  time of
retirement  will continue to vest  subsequent to the  Director's  retirement and
such options will terminate in accordance  with their original term,  subject to
any adjustment under Section 11 herein.

                (g)  Termination of Services.  If the Optionee ceases service on
the  Board  of  Directors  of the  Company  for any  reason  other  than  death,
disability or retirement of the Optionee (as described above),  any Options held
by the Optionee shall remain  exercisable  for a period of three months from the
date of  cessation  of  service on the Board of  Directors  to the extent it was
exercisable  at the time of cessation of service on the Board of Directors,  and
thereafter all such options shall terminate  together with all rights hereunder,
to the extent such options were not  previously  exercised.  If,  however,  such
cessation  of  service  occurs  after age  sixty-five,  any  Option  held by the
Optionee  shall  remain  exercisable  for a period  of one year from the date of
cessation of service on the Board of Directors to the extent it was  exercisable
at the time of such cessation of service, and thereafter, all such options shall
terminate  together with all rights  hereunder,  to the extent such options were
not  previously  exercised.  Notwithstanding  the  provisions of the  paragraph,
however, if the Optionee shall be removed from service on the Board of Directors
for cause (which shall be defined as  participation in conduct during service on
the Board 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  Directions.  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 the
transfer of 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 9 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,  except as provided
in subsection (d).

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

         An Option  granted under this Plan shall be deemed  exercised  when the
Director  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
establishes  pursuant to Section 7 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 for the Shares has 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.

9.       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 Shares 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 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 Board to furnish  reasonable  evidence  of
ownership  of the  Option as a  condition  to his  exercise  of the  Option.  In
addition, the Board may require such consents and releases of taxing authorities
as the Board deems advisable.

10.      Assignability.
         --------------

         An Option granted under this Plan is not transferable except by will or
the laws of descent and  distribution.  During the lifetime of an Optionee,  his
Options are exercisable only by him.

11.      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.

12.      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.

13.      Amendment and Termination of Plan.

         The Board may terminate this Plan without approval of the shareholders.
However,  any  alteration  or  amendment  of this Plan may only be made with the
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.

14.      Expenses of Plan.

         The Company shall bear the expenses of administering the Plan.

15.      Duration of Plan.

         Options  may be  granted  under  this  Plan  only  during  the 10 years
immediately following the effective date of this Plan.
16.      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.

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  June  5,  1990  and  approved  by the
shareholders on October 23, 1990.  Amendments  subsequently adopted by the Board
in June and August 1993 and approved by the shareholders in October, 1993.
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  100,000  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 Directors 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

AMG:kb
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.