<PAGE>

      As filed with the Securities and Exchange Commission on July 26, 2001
                                                           Registration No. 333-
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                 --------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                 --------------

                              ZIMMER HOLDINGS, INC.
             (Exact name of Registrant as specified in its charter)

             DELAWARE                                    13-4151777
 (State or other jurisdiction of            (I.R.S. Employer Identification No.)
  incorporation or organization)

         345 EAST MAIN STREET                               46580
           WARSAW, INDIANA                                (Zip Code)
(Address of principal executive offices)

           ZIMMER HOLDINGS, INC. STOCK PLAN FOR NON-EMPLOYEE DIRECTORS
                           (Full titles of the plans)

                            PAUL D. SCHOENLE, ESQUIRE
                   VICE PRESIDENT SENIOR COUNSEL AND SECRETARY
                              ZIMMER HOLDINGS, INC.
                              345 EAST MAIN STREET
                              WARSAW, INDIANA 46580
                     (Name and address of agent for service)

                                 (219) 267-6131
          (Telephone number, including area code, of agent for service)

                                 --------------

                          COPY OF ALL COMMUNICATION TO:
                           DAVID A. SIRIGNANO, ESQUIRE
                           MORGAN, LEWIS & BOCKIUS LLP
                               1800 M STREET, N.W.
                             WASHINGTON, D.C. 20036
                                 (202) 467-7000

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
---------------------------- -------------------------- -------------------------- ------------------------ ------------------------
                                                            Proposed maximum           Proposed maximum      Amount of registration
 Title of securities to be    Amount to be registered   offering price per share   aggregate offering price            fee
        registered                    (1) (2)                    (1) (2)                    (1) (2)                  (1) (2)
---------------------------- -------------------------- -------------------------- ------------------------ ------------------------
<S>                          <C>                        <C>                        <C>                      <C>

Common Stock,                        2,000,000              $ 1.21                    $ 2,420,000               $ 605
par value $0.01 per share
and related Preferred
Stock Purchase Rights (1)
---------------------------- -------------------------- -------------------------- -------------------------- ----------------------
</TABLE>

(1)      Pursuant to Rule 416(a) under the Securities Act of 1933, as amended
         (the "Securities Act"), the number of shares of Common Stock being
         registered shall be adjusted to include any additional shares which may
         become issuable as a result of stock splits, stock dividends, or
         similar transactions in accordance with the anti-dilution provisions of
         the Zimmer Holdings, Inc. Stock Plan for Non-Employee Directors. This
         Registration Statement also pertains to rights to purchase shares of
         Series A Participating Cumulative Preferred Stock of Zimmer Holdings,
         Inc. (the "Rights"). Until the occurrence of certain prescribed events,
         the Rights are not exercisable and one Right will trade with each share
         of Common Stock being registered hereby.
(2)      Estimated solely for the purpose of calculating the registration fee
         pursuant to Rule 457(c) and (h) of the Securities Act. The proposed
         maximum aggregate offering and amount of registration fee are
         calculated on the basis of an estimated book value per share of
         $ 1.21 as of June 30, 2001.


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

<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1.           PLAN INFORMATION.*

ITEM 2.           REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*

-----------------
*        Information required by Part I to be contained in the Section 10(a)
         prospectus is omitted from this Registration Statement in accordance
         with Rule 428 under the Securities Act of 1933, as amended, and the
         Introductory Note to Part I of Form S-8.


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.           INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents of the Registrant heretofore filed by Zimmer
Holdings, Inc. (the "Registrant") with the Securities and Exchange Commission
(the "Commission") pursuant to the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), are incorporated by reference herein and shall be deemed
to be a part hereof:

o    the Registration Statement on Form 10-12B filed under the Exchange Act
     (File No. 001-16407); and

o    the description of the Registrant's common stock included in a Registration
     Statement on Form 10-12B filed under the Exchange Act (File No. 001-16407),
     including any amendment or report filed for the purpose of updating such
     description.

         All reports and other documents subsequently filed by the Registrant or
pursuant to Sections 13(a) and (c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which indicates that all securities
offered hereunder have been sold or which deregisters all such 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 of filing of such
reports and documents.

         Any statement contained herein or in a document incorporated or deemed
to be incorporated by reference herein and any document 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 or is deemed to be
incorporated by reference herein modifies or supersedes such earlier statement.


<PAGE>

Any statement or document 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.

         Not applicable.

ITEM 6.           INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section 145 of the Delaware General Corporation Law (the "DGCL")
provides that a corporation may indemnify any current or former director,
officer or employee or other individual against expenses, judgments, fines and
amounts paid in settlement in connection with civil, criminal, administrative or
investigative actions or proceedings, other than a derivative action by or in
the right of the corporation, if the director, officer, employee or other
individual acted in good faith and in a manner he or she reasonably believed to
be in or not opposed to the best interests of the corporation, and, with respect
to any criminal action or proceeding, if he or she had no reasonable cause to
believe his or her conduct was unlawful. A similar standard is applicable in the
case of derivative actions, except that indemnification only extends to expenses
incurred in connection with the defense or settlement of such actions, and the
statute requires court approval before there can be any indemnification where
the person seeking indemnification has been found liable to the corporation. The
statute provides that it is not exclusive of other indemnification that may be
granted by a corporation's by-laws, disinterested director vote, stockholder
vote, agreement or otherwise.

         The Registrant's certificate of incorporation provides that each person
who was or is made or is threatened to be made a party to any action or
proceeding by reason of the fact that such person, or a person of whom such
person is the legal representative, is or was a director or officer of the
Registrant or is or was serving at the request of the Registrant as a director,
officer, employee or agent of another corporation or of a partnership, joint
venture, trust or other enterprise, including service with respect to employee
benefit plans, will be indemnified and held harmless by the Registrant to the
fullest extent authorized by the DGCL, as the same exists or may hereafter be
amended to provide broader indemnification rights than authorized prior to such
amendment. Such rights are not exclusive of any other right which any person may
have or thereafter acquire under any statute, provision of the certificate,
by-law, agreement, vote of stockholders or disinterested directors or otherwise.
The Registrant's certificate of incorporation also specifically authorizes the
Registrant to maintain insurance and to grant similar indemnification rights to
its employees or agents.

         The Registrant has provided, consistent with the DGCL, in its
certificate of incorporation that a director of the corporation shall not be
personally liable to the corporation or its


<PAGE>

stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability for:

o    any breach of the director's duty of loyalty to the corporation or its
     stockholders;

o    acts or omissions not in good faith or which involve intentional misconduct
     or a knowing violation of law;

o    payments of unlawful dividends or unlawful stock repurchases or
     redemptions; or

o    any transactions from which the director derived an improper personal
     benefit.

Neither the amendment nor repeal of such provision will eliminate or reduce the
effect of such provision in respect of any matter occurring, or any cause of
action, suit or claim for that, but for such provision, would accrue or arise
prior to such amendment or repeal.

ITEM 7.           EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.           EXHIBITS.

         The following is a list of all exhibits filed as a part of this
Registration Statement, or, as noted, incorporated by reference into this
Registration Statement.

EXHIBIT NUMBERS              EXHIBITS

         4.1        Form of Restated Certificate of Incorporation of Zimmer
                    Holdings, Inc. (incorporated by reference to Exhibit 3.1 to
                    the Registrant's Registration Statement on Form 10-12B, File
                    No. 001-16407, dated July 12, 2001).

         4.2        Form of Restated By-laws of Zimmer Holdings, Inc.
                    (incorporated by reference to Exhibit 3.2 to the
                    Registrant's Registration Statement on Form 10-12B, File No.
                    001-16407, dated July 12, 2001).

         4.3        Rights Agreement between Zimmer Holdings, Inc. and Mellon
                    Investor Services LLC as Rights Agent (incorporated by
                    reference to Exhibit 4.4 to the Registrant's Registration
                    Statement on Form 10-12B, File No. 001-16407, dated July 12,
                    2001).

         5.1        Opinion of Morgan, Lewis & Bockius LLP.

         23.1       Consent of PricewaterhouseCoopers LLP.

         23.2       Consent of Morgan, Lewis & Bockius LLP (included in its
                    opinion filed as Exhibit 5.1 to this Registration
                    Statement).

         99.1       Zimmer Holdings, Inc. Stock Plan for Non-Employee Directors,
                    effective as of August 6, 2001 (filed as Exhibit 10.19 to
                    the


<PAGE>

                    Registrant's Registration Statement on Form 10-12B, File No.
                    001-16407, dated July 12, 2001.

ITEM 9.  UNDERTAKINGS.

1.   The undersigned Registrant hereby undertakes:

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

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

          (ii)  To reflect in the prospectus any facts or events arising after
                the effective date of the Registration Statement (or the most
                recent post-effective amendment thereof) which, individually or
                in the aggregate, represent a fundamental change in the
                information set forth in the Registration Statement.
                Notwithstanding the foregoing, any increase or decrease in
                volume of securities offered (if the total value of securities
                offered would not exceed that which was registered) and any
                deviation from the low or high end of the estimated maximum
                offering range may be reflected in the form of prospectus filed
                with the Commission pursuant to Rule 424(b) if, in the
                aggregate, the changes in volume and price represent no more
                than a 20 percent change in the maximum aggregate offering price
                set forth in the "Calculation of Registration Fee" table in the
                effective registration statement;

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

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

     (b)  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

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


<PAGE>

2.   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 Exchange Act 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 the
     time shall be deemed to be the initial bona fide offering thereof.

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



<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
Zimmer Holdings, Inc. 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 Warsaw, State of Indiana, on the 26th day of
July 2001.

                                        ZIMMER HOLDINGS, INC.



                                        By:    /s/ J. RAYMOND ELLIOTT
                                               ---------------------------------
                                        Name:  J. Raymond Elliott
                                        Title: President and Chief Executive
                                               Officer

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


<TABLE>
<CAPTION>
SIGNATURE                                TITLE                                  DATE
<S>                                      <C>                                    <C>

/s/ J. RAYMOND ELLIOTT                   President and Chief Executive          July 26, 2001
----------------------------             Officer (principal executive
J. Raymond Elliott                       officer), Director


/s/ SAM R. LENO                          Senior Vice President and Chief        July 26, 2001
---------------------------              Financial Officer (principal
Sam R. Leno                              financial officer)
</TABLE>


<PAGE>

<TABLE>
<CAPTION>
EXHIBIT INDEX

EXHIBIT            DESCRIPTION
---------          --------------------------------------------
<S>                <C>

4.1                Form of Restated Certificate of Incorporation of Zimmer Holdings, Inc. (incorporated by reference
                   to Exhibit 3.1 to the Registrant's Registration Statement on Form 10-12B, File No. 001-16407,
                   dated July 12, 2001).
4.2                Form of Restated By-laws of Zimmer Holdings, Inc. (incorporated by reference to Exhibit 3.2 to the
                   Registrant's Registration Statement on Form 10-12B, File No. 001-16407, dated July 12, 2001).
4.3                Rights Agreement between Zimmer Holdings, Inc. and Mellon Investor Services LLC as Rights Agent
                   (incorporated by reference to Exhibit 4.4 to the Registrant's Registration Statement on Form
                   10-12B, File No. 001-16407, dated July 12, 2001).
5.1                Opinion of Morgan, Lewis & Bockius LLP.
23.1               Consent of PricewaterhouseCoopers LLP.
23.2               Consent of Morgan, Lewis & Bockius LLP (included in its opinion filed as Exhibit 5.1 to this
                   Registration Statement).
99.1               Zimmer Holdings, Inc. Stock Plan for Non-Employee Directors, effective as of August 6, 2001 (filed
                   as Exhibit 10.19 to the Registrant's Registration Statement on Form 10-12B, File No. 001-16407,
                   dated July 12, 2001).
</TABLE>
[{"type": "S-8", "sequence": "1", "filename": "a2055077zs-8.txt", "description": "FORM S-8", "secsgml_size_bytes": 20180}]
{"company-data": {"conformed-name": "ZIMMER HOLDINGS INC", "cik": "0001136869", "assigned-sic": "3842", "irs-number": "134151777", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-65936", "film-number": "1689970"}, "business-address": {"street1": "345 EAST MAIN STREET", "city": "WARSAW", "state": "IN", "zip": "46580", "phone": "2192676131"}, "mail-address": {"street1": "345 EAST MAIN STREET", "city": "WARSAW", "state": "IN", "zip": "46580"}}
As filed with the Securities and Exchange Commission on July 26, 2001
                                                           Registration No. 333-
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                 --------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                 --------------

                              ZIMMER HOLDINGS, INC.
             (Exact name of Registrant as specified in its charter)

             DELAWARE                                    13-4151777
 (State or other jurisdiction of            (I.R.S. Employer Identification No.)
  incorporation or organization)

         345 EAST MAIN STREET                               46580
           WARSAW, INDIANA                                (Zip Code)
(Address of principal executive offices)

           ZIMMER HOLDINGS, INC. STOCK PLAN FOR NON-EMPLOYEE DIRECTORS
                           (Full titles of the plans)

                            PAUL D. SCHOENLE, ESQUIRE
                   VICE PRESIDENT SENIOR COUNSEL AND SECRETARY
                              ZIMMER HOLDINGS, INC.
                              345 EAST MAIN STREET
                              WARSAW, INDIANA 46580
                     (Name and address of agent for service)

                                 (219) 267-6131
          (Telephone number, including area code, of agent for service)

                                 --------------

                          COPY OF ALL COMMUNICATION TO:
                           DAVID A. SIRIGNANO, ESQUIRE
                           MORGAN, LEWIS & BOCKIUS LLP
                               1800 M STREET, N.W.
                             WASHINGTON, D.C. 20036
                                 (202) 467-7000

                         CALCULATION OF REGISTRATION FEE
---------------------------- -------------------------- -------------------------- ------------------------ ------------------------
                                                            Proposed maximum           Proposed maximum      Amount of registration
 Title of securities to be    Amount to be registered   offering price per share   aggregate offering price            fee
        registered                    (1) (2)                    (1) (2)                    (1) (2)                  (1) (2)
---------------------------- -------------------------- -------------------------- ------------------------ ------------------------
Common Stock,                        2,000,000              $ 1.21                    $ 2,420,000               $ 605
par value $0.01 per share
and related Preferred
Stock Purchase Rights (1)
---------------------------- -------------------------- -------------------------- -------------------------- ----------------------
(1)      Pursuant to Rule 416(a) under the Securities Act of 1933, as amended
         (the "Securities Act"), the number of shares of Common Stock being
         registered shall be adjusted to include any additional shares which may
         become issuable as a result of stock splits, stock dividends, or
         similar transactions in accordance with the anti-dilution provisions of
         the Zimmer Holdings, Inc. Stock Plan for Non-Employee Directors. This
         Registration Statement also pertains to rights to purchase shares of
         Series A Participating Cumulative Preferred Stock of Zimmer Holdings,
         Inc. (the "Rights"). Until the occurrence of certain prescribed events,
         the Rights are not exercisable and one Right will trade with each share
         of Common Stock being registered hereby.
(2)      Estimated solely for the purpose of calculating the registration fee
         pursuant to Rule 457(c) and (h) of the Securities Act. The proposed
         maximum aggregate offering and amount of registration fee are
         calculated on the basis of an estimated book value per share of
         $ 1.21 as of June 30, 2001.

================================================================================
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1.           PLAN INFORMATION.*

ITEM 2.           REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*

-----------------
*        Information required by Part I to be contained in the Section 10(a)
         prospectus is omitted from this Registration Statement in accordance
         with Rule 428 under the Securities Act of 1933, as amended, and the
         Introductory Note to Part I of Form S-8.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.           INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents of the Registrant heretofore filed by Zimmer
Holdings, Inc. (the "Registrant") with the Securities and Exchange Commission
(the "Commission") pursuant to the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), are incorporated by reference herein and shall be deemed
to be a part hereof:

o    the Registration Statement on Form 10-12B filed under the Exchange Act
     (File No. 001-16407); and

o    the description of the Registrant's common stock included in a Registration
     Statement on Form 10-12B filed under the Exchange Act (File No. 001-16407),
     including any amendment or report filed for the purpose of updating such
     description.

         All reports and other documents subsequently filed by the Registrant or
pursuant to Sections 13(a) and (c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which indicates that all securities
offered hereunder have been sold or which deregisters all such 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 of filing of such
reports and documents.

         Any statement contained herein or in a document incorporated or deemed
to be incorporated by reference herein and any document 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 or is deemed to be
incorporated by reference herein modifies or supersedes such earlier statement.
Any statement or document 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.

         Not applicable.

ITEM 6.           INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section 145 of the Delaware General Corporation Law (the "DGCL")
provides that a corporation may indemnify any current or former director,
officer or employee or other individual against expenses, judgments, fines and
amounts paid in settlement in connection with civil, criminal, administrative or
investigative actions or proceedings, other than a derivative action by or in
the right of the corporation, if the director, officer, employee or other
individual acted in good faith and in a manner he or she reasonably believed to
be in or not opposed to the best interests of the corporation, and, with respect
to any criminal action or proceeding, if he or she had no reasonable cause to
believe his or her conduct was unlawful. A similar standard is applicable in the
case of derivative actions, except that indemnification only extends to expenses
incurred in connection with the defense or settlement of such actions, and the
statute requires court approval before there can be any indemnification where
the person seeking indemnification has been found liable to the corporation. The
statute provides that it is not exclusive of other indemnification that may be
granted by a corporation's by-laws, disinterested director vote, stockholder
vote, agreement or otherwise.

         The Registrant's certificate of incorporation provides that each person
who was or is made or is threatened to be made a party to any action or
proceeding by reason of the fact that such person, or a person of whom such
person is the legal representative, is or was a director or officer of the
Registrant or is or was serving at the request of the Registrant as a director,
officer, employee or agent of another corporation or of a partnership, joint
venture, trust or other enterprise, including service with respect to employee
benefit plans, will be indemnified and held harmless by the Registrant to the
fullest extent authorized by the DGCL, as the same exists or may hereafter be
amended to provide broader indemnification rights than authorized prior to such
amendment. Such rights are not exclusive of any other right which any person may
have or thereafter acquire under any statute, provision of the certificate,
by-law, agreement, vote of stockholders or disinterested directors or otherwise.
The Registrant's certificate of incorporation also specifically authorizes the
Registrant to maintain insurance and to grant similar indemnification rights to
its employees or agents.

         The Registrant has provided, consistent with the DGCL, in its
certificate of incorporation that a director of the corporation shall not be
personally liable to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability for:

o    any breach of the director's duty of loyalty to the corporation or its
     stockholders;

o    acts or omissions not in good faith or which involve intentional misconduct
     or a knowing violation of law;

o    payments of unlawful dividends or unlawful stock repurchases or
     redemptions; or

o    any transactions from which the director derived an improper personal
     benefit.

Neither the amendment nor repeal of such provision will eliminate or reduce the
effect of such provision in respect of any matter occurring, or any cause of
action, suit or claim for that, but for such provision, would accrue or arise
prior to such amendment or repeal.

ITEM 7.           EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.           EXHIBITS.

         The following is a list of all exhibits filed as a part of this
Registration Statement, or, as noted, incorporated by reference into this
Registration Statement.

EXHIBIT NUMBERS              EXHIBITS

         4.1        Form of Restated Certificate of Incorporation of Zimmer
                    Holdings, Inc. (incorporated by reference to Exhibit 3.1 to
                    the Registrant's Registration Statement on Form 10-12B, File
                    No. 001-16407, dated July 12, 2001).

         4.2        Form of Restated By-laws of Zimmer Holdings, Inc.
                    (incorporated by reference to Exhibit 3.2 to the
                    Registrant's Registration Statement on Form 10-12B, File No.
                    001-16407, dated July 12, 2001).

         4.3        Rights Agreement between Zimmer Holdings, Inc. and Mellon
                    Investor Services LLC as Rights Agent (incorporated by
                    reference to Exhibit 4.4 to the Registrant's Registration
                    Statement on Form 10-12B, File No. 001-16407, dated July 12,
                    2001).

         5.1        Opinion of Morgan, Lewis & Bockius LLP.

         23.1       Consent of PricewaterhouseCoopers LLP.

         23.2       Consent of Morgan, Lewis & Bockius LLP (included in its
                    opinion filed as Exhibit 5.1 to this Registration
                    Statement).

         99.1       Zimmer Holdings, Inc. Stock Plan for Non-Employee Directors,
                    effective as of August 6, 2001 (filed as Exhibit 10.19 to
                    the
Registrant's Registration Statement on Form 10-12B, File No.
                    001-16407, dated July 12, 2001.

ITEM 9.  UNDERTAKINGS.

1.   The undersigned Registrant hereby undertakes:

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

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

          (ii)  To reflect in the prospectus any facts or events arising after
                the effective date of the Registration Statement (or the most
                recent post-effective amendment thereof) which, individually or
                in the aggregate, represent a fundamental change in the
                information set forth in the Registration Statement.
                Notwithstanding the foregoing, any increase or decrease in
                volume of securities offered (if the total value of securities
                offered would not exceed that which was registered) and any
                deviation from the low or high end of the estimated maximum
                offering range may be reflected in the form of prospectus filed
                with the Commission pursuant to Rule 424(b) if, in the
                aggregate, the changes in volume and price represent no more
                than a 20 percent change in the maximum aggregate offering price
                set forth in the "Calculation of Registration Fee" table in the
                effective registration statement;

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

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

     (b)  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

     (c)  To remove from registration by means of post-effective amendment any
          of the securities being registered which remain unsold at the
          termination of the offering.
2.   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 Exchange Act 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 the
     time shall be deemed to be the initial bona fide offering thereof.

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

         Pursuant to the requirements of the Securities Act of 1933, as amended,
Zimmer Holdings, Inc. 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 Warsaw, State of Indiana, on the 26th day of
July 2001.

                                        ZIMMER HOLDINGS, INC.

                                        By:    /s/ J. RAYMOND ELLIOTT
                                               ---------------------------------
                                        Name:  J. Raymond Elliott
                                        Title: President and Chief Executive
                                               Officer

         Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated:
SIGNATURE                                TITLE                                  DATE
/s/ J. RAYMOND ELLIOTT                   President and Chief Executive          July 26, 2001
----------------------------             Officer (principal executive
J. Raymond Elliott                       officer), Director

/s/ SAM R. LENO                          Senior Vice President and Chief        July 26, 2001
---------------------------              Financial Officer (principal
Sam R. Leno                              financial officer)
EXHIBIT INDEX

EXHIBIT            DESCRIPTION
---------          --------------------------------------------
4.1                Form of Restated Certificate of Incorporation of Zimmer Holdings, Inc. (incorporated by reference
                   to Exhibit 3.1 to the Registrant's Registration Statement on Form 10-12B, File No. 001-16407,
                   dated July 12, 2001).
4.2                Form of Restated By-laws of Zimmer Holdings, Inc. (incorporated by reference to Exhibit 3.2 to the
                   Registrant's Registration Statement on Form 10-12B, File No. 001-16407, dated July 12, 2001).
4.3                Rights Agreement between Zimmer Holdings, Inc. and Mellon Investor Services LLC as Rights Agent
                   (incorporated by reference to Exhibit 4.4 to the Registrant's Registration Statement on Form
                   10-12B, File No. 001-16407, dated July 12, 2001).
5.1                Opinion of Morgan, Lewis & Bockius LLP.
23.1               Consent of PricewaterhouseCoopers LLP.
23.2               Consent of Morgan, Lewis & Bockius LLP (included in its opinion filed as Exhibit 5.1 to this
                   Registration Statement).
99.1               Zimmer Holdings, Inc. Stock Plan for Non-Employee Directors, effective as of August 6, 2001 (filed
                   as Exhibit 10.19 to the Registrant's Registration Statement on Form 10-12B, File No. 001-16407,
                   dated July 12, 2001).