AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 21, 1999
                                                      REGISTRATION NO. 333-_____

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM S-8

                             REGISTRATION STATEMENT
                                    UNDER THE
                             SECURITIES ACT OF 1933

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

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

                                   16-0977505
                     (I.R.S. Employer Identification Number)

                                310 BROAD STREET
                              UTICA, NEW YORK 13501
                    (Address of Principal Executive Offices)

                               CONMED CORPORATION
                          1999 LONG-TERM INCENTIVE PLAN
                            (Full Title of the Plan)

                              DANIEL S. JONAS ESQ.
                               CONMED CORPORATION
                                310 BROAD STREET
                              UTICA, NEW YORK 13501
                                 (315) 797-8375
            (Name, Address and Telephone Number of Agent for Service)

<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE
==========================================================================================================
                                                 PROPOSED MAXIMUM        PROPOSED           
  TITLE OF SECURITIES            AMOUNT TO BE   OFFERING PRICE PER   MAXIMUM AGGREGATE      AMOUNT OF
    TO BE REGISTERED              REGISTERED         SHARE(1)         OFFERING PRICE    REGISTRATION FEE
<S>                               <C>                <C>              <C>                   <C>

----------------------------------------------------------------------------------------------------------
COMMON STOCK                      1,000,000          $32.22           $32,220,000.00        $8,958.00
($.01 PAR VALUE)
==========================================================================================================
<FN>
(1)  CALCULATED SOLELY FOR THE PURPOSE OF DETERMINING THE REGISTRATION FEE PURSUANT TO RULE 457(G) BASED
     UPON THE AVERAGE OF THE BID AND ASKED PRICES REPORTED ON THE NASDAQ NATIONAL MARKET ON MAY 17, 1999,
     $32.22 PER SHARE.
</FN>
</TABLE>

<PAGE>

                                     PART I
--------------------------------------------------------------------------------

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

                                EXPLANATORY NOTE


         As permitted by Rule 428 under the  Securities  Act of 1933, as amended
(the  "Securities  Act"),  this  registration  statement  omits the  information
specified  in Part I of Form  S-8.  The  documents  containing  the  information
specified in Part I will be delivered to the participants in the plan covered by
this registration  statement as required by Rule 428(b).  Such documents are not
being filed with the Securities and Exchange  Commission (the  "Commission")  as
part of this registration statement or as prospectuses or prospectus supplements
pursuant to Rule 424 of the Securities Act.


                                      II-2

<PAGE>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE

         The following  documents filed by CONMED  Corporation (the "Company") ,
pursuant to the Securities  Exchange Act of 1934 (the "Exchange  Act") (File No.
0-16093), are hereby incorporated by reference in this Registration Statement:

         (a) The Annual  Report on Form 10-K for the fiscal year ended  December
31, 1998;

         (b) The  Quarterly  Report on Form 10-Q for the  fiscal  quarter  ended
March 31, 1998; and

         (c) The description of the Company's Common Stock which is contained in
its Registration Statement on Form 8-A, filed on August 5, 1987.

         All documents filed by the Company pursuant to Section 13(a), 13(c), 14
and 15(d) of the Exchange Act after the date of this Registration  Statement and
prior to the filing of a post-effective amendment to this Registration Statement
which  indicates  that all  securities  offered  hereby  have been sold or which
deregisters  all  securities  then  remaining  unsold,  shall  be  deemed  to be
incorporated by reference in this Registration Statement and to be a part hereof
from the date filing of such documents.

         Any  statement  contained  in a document  incorporated  or deemed to be
incorporated  by reference  herein shall be deemed to be modified or  superseded
for  purposes  of this  Registration  Statement  to the extent  that a statement
contained  herein (or in any other  subsequently  filed  document  which also is
incorporated  or deemed to be  incorporated  by  reference  herein)  modifies or
supersedes  such statement.  Any such statement so modified or superseded  shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

ITEM 4.   DESCRIPTION OF SECURITIES

         Not applicable.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL

         The validity of the Common Stock registered hereby, shares of which are
issuable by the  Registrant  pursuant  to the  exercise of options to be granted
under the CONMED  Corporation  1999 Long-Term  Incentive  Plan (the "Plan"),  is
being  passed on by Daniel S. Jonas,  Vice  President-Legal  Affairs and General
Counsel of the  Company,  who as an  executive  officer of the  Registrant  is a
potential beneficiary under the Plan.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Section  722 of the New  York  Business  Corporation  Law  (the  "BCL")
provides that a corporation may indemnify an officer or director, in the case of
third party actions,  against


                                      II-1

<PAGE>


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

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

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

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

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


                                      II-2

<PAGE>


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

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

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

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

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

              The Company has entered  into  directors  and  officers  insurance
         policies with National Union Fire Insurance  Company of Pittsburgh,  PA
         and Chubb Insurance  Company  covering the period from January 31, 1999
         through  January 31, 2000,  which covers  directors and officers of the
         Company and its subsidiaries.


                                      II-3

<PAGE>


ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.

ITEM 8.   EXHIBITS

Exhibit
  No.           Description
-------         -----------

4.1              Amended  and  Restated  By-Laws,  as  adopted  by the  Board of
                 Directors  on  December  26,  1990  -  incorporated  herein  by
                 reference  to the exhibit in the  Company's  Current  Report on
                 Form 8-K, dated March 7, 1991 (File No. 0-16093).

4.2              Composite Version of the Restated Certificate of Incorporation,
                 as approved by the Company's shareholders on July 28, 1983.

4.3              Amendment  to the Restated  Certificate  of  Incorporation,  as
                 approved by the Company's shareholders on May 18, 1999.

4.4              CONMED Corporation 1999 Long-Term Incentive Plan - incorporated
                 by reference to the exhibit in the Company's Proxy Statement on
                 Schedule 14A filed on April 9, 1999 (File No. 0-16093).

4.5              Credit  Agreement,  dated as of December 29, 1997, among CONMED
                 Corporation, the several banks and other financial institutions
                 of entities from time to time parties to the  Agreement,  Chase
                 Securities Inc., Salomon Brothers Holding Company,  Inc and The
                 Chase Manhattan Bank - incorporated  herein by reference to the
                 exhibit in the  Company's  Current  Report on Form 8-K filed on
                 January 8, 1998 (File No. 0-16093).

4.6              Guarantee and  Collateral  Agreement,  dated as of December 31,
                 1997,   made  by  CONMED   Corporation   and   certain  of  its
                 subsidiaries   in  favor  of  the   Chase   Manhattan   Bank  -
                 incorporated  by  reference  to the  exhibit  in the  Company's
                 Current  Report on Form 8-K filed on  January 8, 1998 (File No.
                 0-16093).

4.7              Indenture,  dated as of  March 5,  1998,  by and  among  CONMED
                 Corporation,  the Subsidiary Guarantors named therein and First
                 Union National Bank, as Trustee - incorporated  by reference to
                 the exhibit in the Company's Registration Statement on Form S-8
                 filed on March 26, 1998 (File No. 333-48693).

5                Opinion  of Daniel S.  Jonas,  Vice  President-Legal  Affairs &
                 General  Counsel  of CONMED  Corporation,  with  respect to the
                 securities being registered hereunder.

23.1             Consent of Daniel S. Jonas  (included  in the opinion  filed as
                 Exhibit 5 hereto).

23.2             Consent of PricewaterhouseCoopers LLP

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


                                      II-4

<PAGE>


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 to
         include any 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;

              (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; and

              (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 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)  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  Securities  Act and is,  therefore,  unenforceable.  In the event that a
claim for indemnification against such liabilities (other than insurance and the
payment by the registrant of expenses incurred or paid by a director, officer or
controlling  person of the registrant in the  successful  defense of any action,
suit or proceeding) is asserted by such director,  officer or controlling person
in connection with the securities being registered,  the registrant will, unless
in the  opinion  of its  counsel  the matter  has been  settled  by  controlling
precedent,  submit to a court of appropriate  jurisdiction  the question whether
such  indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.


                                      II-5

<PAGE>

                        SIGNATURES OF CONMED CORPORATION

     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 the City of  Utica,  State of New York on this  21st day of May,
1999.

                CONMED Corporation

                By:  /s/ Daniel S. Jonas
                    ------------------------------
                Name: Daniel S. Jonas
                Title: Vice President-Legal Affairs & General Counsel

     KNOW ALL MEN BY THESE PRESENTS that each individual whose signature appears
below   constitutes   and   appoints   Daniel  S.  Jonas  his  true  and  lawful
attorney-in-fact  and agent with full power of substitution,  for him and in his
name, place and stead, in any and all capacities, to sign any and all amendments
(including  post-effective  amendments) to this Registration  Statement,  and to
file the  same  with all  exhibits  thereto,  and all  documents  in  connection
therewith,  with the  Securities  and Exchange  Commission,  granting  unto said
attorney-in-fact  and agent full power and  authority to do and perform each and
every  act and  thing  requisite  and  necessary  to be done  in and  about  the
premises,  as  fully  to all  intents  and  purposes  as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and agent
or his 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 indicated
capacities on May 21, 1999.

Name                          Title
----                          -----

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


/s/ Robert D. Shallish        Vice President - Finance
-----------------------       (Principal Financial Officer)
Robert D. Shallish            


/s/ Luke A. Pomilio           Controller
-----------------------       (Principal Accounting Officer)
Luke A. Pomilio               


/s/ Joseph J. Corasanti       Executive Vice President
-----------------------       and Director
Joseph J. Corasanti           


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


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


/s/ Stuart J. Schwartz        Director
-----------------------       
Stuart J. Schwartz


/s/ William D. Matthews       Director
-----------------------       
William D. Matthews


                                      II-6

<PAGE>


                                INDEX TO EXHIBITS

4.1       Amended and Restated By-Laws,  as adopted by the Board of Directors on
          December 26, 1990 - incorporated herein by reference to the exhibit in
          the Company's  Current  Report on Form 8-K,  dated March 7, 1991 (File
          No. 0-16093).

4.2       Composite  Version of the Restated  Certificate of  Incorporation,  as
          approved by the Company's shareholders on July 28, 1983.

4.3       Amendment to the Restated Certificate of Incorporation, as approved by
          the Company's shareholders on May 18, 1999.

4.4       CONMED  Corporation  1999 Long-Term  Incentive Plan - incorporated  by
          reference to the exhibit in the Company's  Proxy Statement on Schedule
          14A filed on April 9, 1999 (File No. 0-16093).

4.5       Credit  Agreement,  dated  as  of  December  29,  1997,  among  CONMED
          Corporation,  the several banks and other  financial  institutions  of
          entities from time to time parties to the Agreement,  Chase Securities
          Inc.,  Salomon Brothers  Holding Company,  Inc and The Chase Manhattan
          Bank  -  incorporated  herein  by  reference  to  the  exhibit  in the
          Company's  Current  Report on Form 8-K filed on  January 8, 1998 (File
          No. 0-16093).

4.6       Guarantee  and  Collateral  Agreement,  dated as of December 31, 1997,
          made by CONMED Corporation and certain of its subsidiaries in favor of
          the Chase Manhattan Bank - incorporated by reference to the exhibit in
          the  Company's  Current  Report on Form 8-K filed on  January  8, 1998
          (File No. 0-16093).

4.7       Indenture, dated as of March 5, 1998, by and among CONMED Corporation,
          the Subsidiary Guarantors named therein and First Union National Bank,
          as Trustee - incorporated by reference to the exhibit in the Company's
          Registration  Statement  on Form S-8 filed on March 26, 1998 (File No.
          333-48693).

5         Opinion of Daniel S.  Jonas,  Vice  President-Legal  Affairs & General
          Counsel of CONMED  Corporation,  with respect to the securities  being
          registered hereunder.

23.1      Consent of Daniel S. Jonas (included in the opinion filed as Exhibit 5
          hereto).

23.2      Consent of PricewaterhouseCoopers LLP

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


                                      II-7
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{"company-data": {"conformed-name": "CONMED CORP", "cik": "0000816956", "assigned-sic": "3845", "irs-number": "160977505", "state-of-incorporation": "NY", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-78987", "film-number": "99631616"}, "business-address": {"street1": "310 BROAD ST", "city": "UTICA", "state": "NY", "zip": "13501", "phone": "3157978375"}, "mail-address": {"street1": "310 BROAD STREET", "street2": "310 BROAD STREET", "city": "UTICA", "state": "NY", "zip": "13501"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 21, 1999
                                                      REGISTRATION NO. 333-_____

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                    UNDER THE
                             SECURITIES ACT OF 1933

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

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

                                   16-0977505
                     (I.R.S. Employer Identification Number)

                                310 BROAD STREET
                              UTICA, NEW YORK 13501
                    (Address of Principal Executive Offices)

                               CONMED CORPORATION
                          1999 LONG-TERM INCENTIVE PLAN
                            (Full Title of the Plan)

                              DANIEL S. JONAS ESQ.
                               CONMED CORPORATION
                                310 BROAD STREET
                              UTICA, NEW YORK 13501
                                 (315) 797-8375
            (Name, Address and Telephone Number of Agent for Service)
CALCULATION OF REGISTRATION FEE
==========================================================================================================
                                                 PROPOSED MAXIMUM        PROPOSED           
  TITLE OF SECURITIES            AMOUNT TO BE   OFFERING PRICE PER   MAXIMUM AGGREGATE      AMOUNT OF
    TO BE REGISTERED              REGISTERED         SHARE(1)         OFFERING PRICE    REGISTRATION FEE
----------------------------------------------------------------------------------------------------------
COMMON STOCK                      1,000,000          $32.22           $32,220,000.00        $8,958.00
($.01 PAR VALUE)
==========================================================================================================
(1)  CALCULATED SOLELY FOR THE PURPOSE OF DETERMINING THE REGISTRATION FEE PURSUANT TO RULE 457(G) BASED
     UPON THE AVERAGE OF THE BID AND ASKED PRICES REPORTED ON THE NASDAQ NATIONAL MARKET ON MAY 17, 1999,
     $32.22 PER SHARE.
PART I
--------------------------------------------------------------------------------

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

                                EXPLANATORY NOTE

         As permitted by Rule 428 under the  Securities  Act of 1933, as amended
(the  "Securities  Act"),  this  registration  statement  omits the  information
specified  in Part I of Form  S-8.  The  documents  containing  the  information
specified in Part I will be delivered to the participants in the plan covered by
this registration  statement as required by Rule 428(b).  Such documents are not
being filed with the Securities and Exchange  Commission (the  "Commission")  as
part of this registration statement or as prospectuses or prospectus supplements
pursuant to Rule 424 of the Securities Act.

                                      II-2
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE

         The following  documents filed by CONMED  Corporation (the "Company") ,
pursuant to the Securities  Exchange Act of 1934 (the "Exchange  Act") (File No.
0-16093), are hereby incorporated by reference in this Registration Statement:

         (a) The Annual  Report on Form 10-K for the fiscal year ended  December
31, 1998;

         (b) The  Quarterly  Report on Form 10-Q for the  fiscal  quarter  ended
March 31, 1998; and

         (c) The description of the Company's Common Stock which is contained in
its Registration Statement on Form 8-A, filed on August 5, 1987.

         All documents filed by the Company pursuant to Section 13(a), 13(c), 14
and 15(d) of the Exchange Act after the date of this Registration  Statement and
prior to the filing of a post-effective amendment to this Registration Statement
which  indicates  that all  securities  offered  hereby  have been sold or which
deregisters  all  securities  then  remaining  unsold,  shall  be  deemed  to be
incorporated by reference in this Registration Statement and to be a part hereof
from the date filing of such documents.

         Any  statement  contained  in a document  incorporated  or deemed to be
incorporated  by reference  herein shall be deemed to be modified or  superseded
for  purposes  of this  Registration  Statement  to the extent  that a statement
contained  herein (or in any other  subsequently  filed  document  which also is
incorporated  or deemed to be  incorporated  by  reference  herein)  modifies or
supersedes  such statement.  Any such statement so modified or superseded  shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

ITEM 4.   DESCRIPTION OF SECURITIES

         Not applicable.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL

         The validity of the Common Stock registered hereby, shares of which are
issuable by the  Registrant  pursuant  to the  exercise of options to be granted
under the CONMED  Corporation  1999 Long-Term  Incentive  Plan (the "Plan"),  is
being  passed on by Daniel S. Jonas,  Vice  President-Legal  Affairs and General
Counsel of the  Company,  who as an  executive  officer of the  Registrant  is a
potential beneficiary under the Plan.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Section  722 of the New  York  Business  Corporation  Law  (the  "BCL")
provides that a corporation may indemnify an officer or director, in the case of
third party actions,  against

                                      II-1
judgments, fines, amounts paid in settlement and reasonable expenses and, in the
case of derivative  actions,  against  amounts paid in settlement and reasonable
expenses,  if the director or officer "acted, in good faith, for a purpose which
he  reasonably  believed to be in . . . the best  interests of the  corporation"
and, in the case of criminal actions,  in addition,  "had no reasonable cause to
believe that his conduct was  unlawful."  Statutory  indemnification  may not be
provided in derivative  actions in respect of a threatened  action, or a pending
action which is settled or otherwise  disposed of, or any claim, issue or matter
as to  which  such  person  shall  have  been  adjudged  to  be  liable  to  the
corporation,  unless and only to the  extent  that the court in which the action
was brought, or, if no action was brought, any court of competent  jurisdiction,
determines upon application  that, in view of all the circumstances of the case,
the person is fairly and  reasonably  entitled to indemnity  for such portion of
the settlement and expenses as the court deems proper.

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

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

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

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

                                      II-2
Anything  in these  by-laws to the  contrary  notwithstanding,  no
         elimination of this by-law,  and no amendment of this by-law  adversely
         affecting the right of any person to  indemnification or advancement of
         expenses  hereunder  shall be  effective  until the 60th day  following
         notice  to  such  person  of  such  action,  and no  elimination  of or
         amendment to this by-law shall  deprive any person of his or her rights
         hereunder  arising  out of  alleged  or  actual  occurrences,  acts  or
         failures to act prior to such 60th day.

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

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

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

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

              The Company has entered  into  directors  and  officers  insurance
         policies with National Union Fire Insurance  Company of Pittsburgh,  PA
         and Chubb Insurance  Company  covering the period from January 31, 1999
         through  January 31, 2000,  which covers  directors and officers of the
         Company and its subsidiaries.

                                      II-3
ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.

ITEM 8.   EXHIBITS

Exhibit
  No.           Description
-------         -----------

4.1              Amended  and  Restated  By-Laws,  as  adopted  by the  Board of
                 Directors  on  December  26,  1990  -  incorporated  herein  by
                 reference  to the exhibit in the  Company's  Current  Report on
                 Form 8-K, dated March 7, 1991 (File No. 0-16093).

4.2              Composite Version of the Restated Certificate of Incorporation,
                 as approved by the Company's shareholders on July 28, 1983.

4.3              Amendment  to the Restated  Certificate  of  Incorporation,  as
                 approved by the Company's shareholders on May 18, 1999.

4.4              CONMED Corporation 1999 Long-Term Incentive Plan - incorporated
                 by reference to the exhibit in the Company's Proxy Statement on
                 Schedule 14A filed on April 9, 1999 (File No. 0-16093).

4.5              Credit  Agreement,  dated as of December 29, 1997, among CONMED
                 Corporation, the several banks and other financial institutions
                 of entities from time to time parties to the  Agreement,  Chase
                 Securities Inc., Salomon Brothers Holding Company,  Inc and The
                 Chase Manhattan Bank - incorporated  herein by reference to the
                 exhibit in the  Company's  Current  Report on Form 8-K filed on
                 January 8, 1998 (File No. 0-16093).

4.6              Guarantee and  Collateral  Agreement,  dated as of December 31,
                 1997,   made  by  CONMED   Corporation   and   certain  of  its
                 subsidiaries   in  favor  of  the   Chase   Manhattan   Bank  -
                 incorporated  by  reference  to the  exhibit  in the  Company's
                 Current  Report on Form 8-K filed on  January 8, 1998 (File No.
                 0-16093).

4.7              Indenture,  dated as of  March 5,  1998,  by and  among  CONMED
                 Corporation,  the Subsidiary Guarantors named therein and First
                 Union National Bank, as Trustee - incorporated  by reference to
                 the exhibit in the Company's Registration Statement on Form S-8
                 filed on March 26, 1998 (File No. 333-48693).

5                Opinion  of Daniel S.  Jonas,  Vice  President-Legal  Affairs &
                 General  Counsel  of CONMED  Corporation,  with  respect to the
                 securities being registered hereunder.

23.1             Consent of Daniel S. Jonas  (included  in the opinion  filed as
                 Exhibit 5 hereto).

23.2             Consent of PricewaterhouseCoopers LLP

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

                                      II-4
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 to
         include any 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;

              (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; and

              (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 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)  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  Securities  Act and is,  therefore,  unenforceable.  In the event that a
claim for indemnification against such liabilities (other than insurance and the
payment by the registrant of expenses incurred or paid by a director, officer or
controlling  person of the registrant in the  successful  defense of any action,
suit or proceeding) is asserted by such director,  officer or controlling person
in connection with the securities being registered,  the registrant will, unless
in the  opinion  of its  counsel  the matter  has been  settled  by  controlling
precedent,  submit to a court of appropriate  jurisdiction  the question whether
such  indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

                                      II-5
SIGNATURES OF CONMED CORPORATION

     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 the City of  Utica,  State of New York on this  21st day of May,
1999.

                CONMED Corporation

                By:  /s/ Daniel S. Jonas
                    ------------------------------
                Name: Daniel S. Jonas
                Title: Vice President-Legal Affairs & General Counsel

     KNOW ALL MEN BY THESE PRESENTS that each individual whose signature appears
below   constitutes   and   appoints   Daniel  S.  Jonas  his  true  and  lawful
attorney-in-fact  and agent with full power of substitution,  for him and in his
name, place and stead, in any and all capacities, to sign any and all amendments
(including  post-effective  amendments) to this Registration  Statement,  and to
file the  same  with all  exhibits  thereto,  and all  documents  in  connection
therewith,  with the  Securities  and Exchange  Commission,  granting  unto said
attorney-in-fact  and agent full power and  authority to do and perform each and
every  act and  thing  requisite  and  necessary  to be done  in and  about  the
premises,  as  fully  to all  intents  and  purposes  as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and agent
or his 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 indicated
capacities on May 21, 1999.

Name                          Title
----                          -----

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

/s/ Robert D. Shallish        Vice President - Finance
-----------------------       (Principal Financial Officer)
Robert D. Shallish            

/s/ Luke A. Pomilio           Controller
-----------------------       (Principal Accounting Officer)
Luke A. Pomilio               

/s/ Joseph J. Corasanti       Executive Vice President
-----------------------       and Director
Joseph J. Corasanti           

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

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

/s/ Stuart J. Schwartz        Director
-----------------------       
Stuart J. Schwartz

/s/ William D. Matthews       Director
-----------------------       
William D. Matthews

                                      II-6
INDEX TO EXHIBITS

4.1       Amended and Restated By-Laws,  as adopted by the Board of Directors on
          December 26, 1990 - incorporated herein by reference to the exhibit in
          the Company's  Current  Report on Form 8-K,  dated March 7, 1991 (File
          No. 0-16093).

4.2       Composite  Version of the Restated  Certificate of  Incorporation,  as
          approved by the Company's shareholders on July 28, 1983.

4.3       Amendment to the Restated Certificate of Incorporation, as approved by
          the Company's shareholders on May 18, 1999.

4.4       CONMED  Corporation  1999 Long-Term  Incentive Plan - incorporated  by
          reference to the exhibit in the Company's  Proxy Statement on Schedule
          14A filed on April 9, 1999 (File No. 0-16093).

4.5       Credit  Agreement,  dated  as  of  December  29,  1997,  among  CONMED
          Corporation,  the several banks and other  financial  institutions  of
          entities from time to time parties to the Agreement,  Chase Securities
          Inc.,  Salomon Brothers  Holding Company,  Inc and The Chase Manhattan
          Bank  -  incorporated  herein  by  reference  to  the  exhibit  in the
          Company's  Current  Report on Form 8-K filed on  January 8, 1998 (File
          No. 0-16093).

4.6       Guarantee  and  Collateral  Agreement,  dated as of December 31, 1997,
          made by CONMED Corporation and certain of its subsidiaries in favor of
          the Chase Manhattan Bank - incorporated by reference to the exhibit in
          the  Company's  Current  Report on Form 8-K filed on  January  8, 1998
          (File No. 0-16093).

4.7       Indenture, dated as of March 5, 1998, by and among CONMED Corporation,
          the Subsidiary Guarantors named therein and First Union National Bank,
          as Trustee - incorporated by reference to the exhibit in the Company's
          Registration  Statement  on Form S-8 filed on March 26, 1998 (File No.
          333-48693).

5         Opinion of Daniel S.  Jonas,  Vice  President-Legal  Affairs & General
          Counsel of CONMED  Corporation,  with respect to the securities  being
          registered hereunder.

23.1      Consent of Daniel S. Jonas (included in the opinion filed as Exhibit 5
          hereto).

23.2      Consent of PricewaterhouseCoopers LLP

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

                                      II-7