AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 16, 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)

                       STOCK OPTION PLAN FOR NON-EMPLOYEE
                         DIRECTORS OF CONMED CORPORATION
                            (Full Title of the Plan)

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

<TABLE>
                              CALCULATION OF REGISTRATION FEE
==============================================================================================
<CAPTION>
                                                            PROPOSED
   TITLE OF EACH                      PROPOSED MAXIMUM       MAXIMUM
CLASS OF SECURITIES   AMOUNT TO BE   OFFERING PRICE PER      AGGREGATE           AMOUNT OF
  TO BE REGISTERED     REGISTERED         SHARE(2)         OFFERING PRICE     REGISTRATION FEE
----------------------------------------------------------------------------------------------
<S>                     <C>                <C>              <C>                   <C>
COMMON STOCK            75,000(1)          $29.47           $2,210,250.00         $615.00
($.01 PAR VALUE)
==============================================================================================
<FN>
(1)  GIVES EFFECT TO THE COMPANY'S  THREE-FOR-TWO  STOCK SPLIT IN THE FORM OF A STOCK DIVIDEND
     PAID ON NOVEMBER 30,  1995,  AND COVERS  ADDITIONAL  SHARES THAT MAY BE OFFERED OR ISSUED
     PURSUANT TO RULE 416(A).

(2)  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 MARCH 15, 1999, $29.47 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.

                                        I-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") are
hereby incorporated by reference in this Registration Statement:

         (a) The Annual  Report on Form 10-K,  filed by the  Company on February
24, 1998,  pursuant to the Securities  Exchange Act of 1934 (the "Exchange Act")
(File No. 000-16093).

         (b) The Current  Report on Form 8-K,  filed by the Company on March 10,
1998, pursuant to the Exchange Act (File No.000-16093).

         (c) The Quarterly  Report on Form 10-Q, filed by the Company on May 15,
1998 pursuant to the Exchange Act (File No.000-16093).

         (d) The Quarterly  Report on Form 10-Q,  filed by the Company on August
13, 1998 pursuant to the Exchange Act (File No.000-16093).

         (e) The Quarterly Report on Form 10-Q, filed by the Company on November
13, 1998 pursuant to the Exchange Act (File No.000-16093).

         (f) The description of the Company's Common Stock which is contained in
its Registration  Statement on Form 8-A, filed on August 5, 1987 pursuant to the
Exchange Act (File No.000-16093).

         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.

                                      II-1


<PAGE>


ITEM 5.      INTERESTS OF NAMED EXPERTS AND COUNSEL

         The validity of the Common Stock registered hereby, shares of which are
issuable or deliverable  by the  Registrant  pursuant to the exercise of options
granted and to be granted under the Stock Option Plan for Non-Employee Directors
of  CONMED   Corporation,   is  being  passed  on  by  Daniel  S.  Jonas,   Vice
President-Legal Affairs and General Counsel of the Company.

ITEM 6.      INDEMNIFICATION OF DIRECTORS AND OFFICERS

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

         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.

                                      II-2


<PAGE>



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

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

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

         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

                                      II-3


<PAGE>


     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.

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          Restated  Certificate of  Incorporation  -  incorporated  herein by
             reference  to the exhibit in the  Company's  Annual  Report on Form
             10-K for the year ended December 31, 1996 (File No. 0-16093).

4.3          Stock Option Plan for Non-Employee Directors of CONMED Corporation,
             dated May 23, 1995 -  incorporated  by  reference to the exhibit in
             the  Company's  Annual  Report  on Form  10-K  for the  year  ended
             December 31, 1996 (File No. 0-16093).

4.4          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).

4.5          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).

4.6          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.


                                      II-4

<PAGE>

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


ITEM 9.      UNDERTAKINGS

         (a) The undersigned registrant hereby undertakes:

             (1) To file,  during any period in which  offers or sales are being
     made, a post-effective  amendment to this registration statement 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 16th day of March,
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 March 16, 1999.

Name                         Title

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

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

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

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

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

/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      Restated   Certificate  of  Incorporation  -  incorporated   herein  by
         reference to the exhibit in the  Company's  Annual  Report on Form 10-K
         for the year ended December 31, 1996 (File No. 0-16093).

4.3      Stock Option Plan for  Non-Employee  Directors  of CONMED  Corporation,
         dated May 23, 1995 -  incorporated  by  reference to the exhibit in the
         Company's  Annual  Report on Form 10-K for the year ended  December 31,
         1996 (File No. 0-16093).

4.4      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.
         0-016093).

4.5      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).

4.6      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
[{"type": "S-8", "sequence": "1", "description": "STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS", "secsgml_size_bytes": 25600}]
{"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": "333-74497", "film-number": "99566403"}, "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 MARCH 16, 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)

                       STOCK OPTION PLAN FOR NON-EMPLOYEE
                         DIRECTORS OF CONMED CORPORATION
                            (Full Title of the Plan)

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

                              CALCULATION OF REGISTRATION FEE
==============================================================================================
PROPOSED
   TITLE OF EACH                      PROPOSED MAXIMUM       MAXIMUM
CLASS OF SECURITIES   AMOUNT TO BE   OFFERING PRICE PER      AGGREGATE           AMOUNT OF
  TO BE REGISTERED     REGISTERED         SHARE(2)         OFFERING PRICE     REGISTRATION FEE
----------------------------------------------------------------------------------------------
COMMON STOCK            75,000(1)          $29.47           $2,210,250.00         $615.00
($.01 PAR VALUE)
==============================================================================================
(1)  GIVES EFFECT TO THE COMPANY'S  THREE-FOR-TWO  STOCK SPLIT IN THE FORM OF A STOCK DIVIDEND
     PAID ON NOVEMBER 30,  1995,  AND COVERS  ADDITIONAL  SHARES THAT MAY BE OFFERED OR ISSUED
     PURSUANT TO RULE 416(A).

(2)  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 MARCH 15, 1999, $29.47 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.

                                        I-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") are
hereby incorporated by reference in this Registration Statement:

         (a) The Annual  Report on Form 10-K,  filed by the  Company on February
24, 1998,  pursuant to the Securities  Exchange Act of 1934 (the "Exchange Act")
(File No. 000-16093).

         (b) The Current  Report on Form 8-K,  filed by the Company on March 10,
1998, pursuant to the Exchange Act (File No.000-16093).

         (c) The Quarterly  Report on Form 10-Q, filed by the Company on May 15,
1998 pursuant to the Exchange Act (File No.000-16093).

         (d) The Quarterly  Report on Form 10-Q,  filed by the Company on August
13, 1998 pursuant to the Exchange Act (File No.000-16093).

         (e) The Quarterly Report on Form 10-Q, filed by the Company on November
13, 1998 pursuant to the Exchange Act (File No.000-16093).

         (f) The description of the Company's Common Stock which is contained in
its Registration  Statement on Form 8-A, filed on August 5, 1987 pursuant to the
Exchange Act (File No.000-16093).

         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.

                                      II-1
ITEM 5.      INTERESTS OF NAMED EXPERTS AND COUNSEL

         The validity of the Common Stock registered hereby, shares of which are
issuable or deliverable  by the  Registrant  pursuant to the exercise of options
granted and to be granted under the Stock Option Plan for Non-Employee Directors
of  CONMED   Corporation,   is  being  passed  on  by  Daniel  S.  Jonas,   Vice
President-Legal Affairs and General Counsel of the Company.

ITEM 6.      INDEMNIFICATION OF DIRECTORS AND OFFICERS

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

         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.

                                      II-2
The  Corporation  may advance or promptly  reimburse  upon  request any
     person entitled to  indemnification  hereunder for all expenses,  including
     attorneys' fees,  reasonably incurred in defending any action or proceeding
     in advance of the final disposition  thereof upon receipt of an undertaking
     by or on  behalf  of such  person to repay  such  amount if such  person is
     ultimately  found  not  to  be  entitled  to   indemnification   or,  where
     indemnification  is  granted,  to the extent the  expenses  so  advanced or
     reimbursed  exceed the amount to which such person is  entitled,  provided,
     however, that such person shall cooperate in good faith with any request by
     the Corporation that common counsel be utilized by the parties to an action
     or  proceeding  who  are  similarly  situated  unless  to  do so  would  be
     inappropriate  due to actual or potential  differing  interests  between or
     among such parties.

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

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

         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

                                      II-3
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.

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          Restated  Certificate of  Incorporation  -  incorporated  herein by
             reference  to the exhibit in the  Company's  Annual  Report on Form
             10-K for the year ended December 31, 1996 (File No. 0-16093).

4.3          Stock Option Plan for Non-Employee Directors of CONMED Corporation,
             dated May 23, 1995 -  incorporated  by  reference to the exhibit in
             the  Company's  Annual  Report  on Form  10-K  for the  year  ended
             December 31, 1996 (File No. 0-16093).

4.4          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).

4.5          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).

4.6          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.

                                      II-4
24           Power  of  Attorney   (included  on  the  signature   page  of  the
             Registration Statement).

ITEM 9.      UNDERTAKINGS

         (a) The undersigned registrant hereby undertakes:

             (1) To file,  during any period in which  offers or sales are being
     made, a post-effective  amendment to this registration statement 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 16th day of March,
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 March 16, 1999.

Name                         Title

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

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

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

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

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

/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      Restated   Certificate  of  Incorporation  -  incorporated   herein  by
         reference to the exhibit in the  Company's  Annual  Report on Form 10-K
         for the year ended December 31, 1996 (File No. 0-16093).

4.3      Stock Option Plan for  Non-Employee  Directors  of CONMED  Corporation,
         dated May 23, 1995 -  incorporated  by  reference to the exhibit in the
         Company's  Annual  Report on Form 10-K for the year ended  December 31,
         1996 (File No. 0-16093).

4.4      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.
         0-016093).

4.5      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).

4.6      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