<PAGE>

   As filed with the Securities and Exchange Commission on November 26, 2001
                                                    Registration No. 333-
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                               -------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                               -------------------
                              DJ ORTHOPEDICS, INC.
               (Exact name of registrant as specified in charter)
<TABLE>

<S>                                   <C>                                    <C>
         DELAWARE                               3842                             33-0978270
(State or other jurisdiction of        (Primary Standard Industrial            (I.R.S. Employer
incorporation or organization)          Classification Code Number)         Identification Number)
</TABLE>

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

                                2985 SCOTT STREET
                             VISTA, CALIFORNIA 92083
                                 (800) 336-5690

                        (Address, including zip code, and
                    telephone number, including area code, of
                    registrant's principal executive offices)

                FIFTH AMENDED AND RESTATED 1999 STOCK OPTION PLAN

                     dj ORTHOPEDICS, INC. 2001 OMNIBUS PLAN

                dj ORTHOPEDICS, INC. EMPLOYEE STOCK PURCHASE PLAN

       dj ORTHOPEDICS, INC. 2001 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN


                            (Full title of the plans)
                               -------------------

                                 LESLIE H. CROSS
                      PRESIDENT AND CHIEF EXECUTIVE OFFICER
                              dj ORTHOPEDICS, INC.
                                2985 SCOTT STREET
                             VISTA, CALIFORNIA 92083
                                 (800) 336-5690

                     (Name, address, including zip code, and
                     telephone number, including area code,
                        of agent for service of process)

                               -------------------
                                 WITH COPIES TO:

                              JAMES M. LURIE, ESQ.
                                 O'SULLIVAN LLP
                              30 ROCKEFELLER PLAZA
                            NEW YORK, NEW YORK 10112
                                 (212) 408-2400
                               -------------------
                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
============================================ ===================== ==================== =================== ========================
                                                                        PROPOSED             PROPOSED
                                                    AMOUNT               MAXIMUM             MAXIMUM               AMOUNT OF
            TITLE OF EACH CLASS OF                  TO BE            OFFERING PRICE         AGGREGATE            REGISTRATION
          SECURITIES TO BE REGISTERED            REGISTERED*          PER SHARE (1)       OFFERING PRICE              FEE
-------------------------------------------- --------------------- -------------------- ------------------- ----------------------
<S>                                         <C>                   <C>                   <C>                <C>
   Common Stock; $.01 par value                3,800,000 shares          $13.68           $51,984,000 (2)          $12,996.00
============================================ ===================== ==================== =================== ======================
   Common Stock; $.01 par value                1,000,000 shares          $13.68           $13,680,000 (3)          $ 3,420.00
============================================ ===================== ==================== =================== ======================
   Common Stock; $.01 par value                1,500,000 shares          $13.68           $20,520,000 (4)          $ 5,130.00
============================================ ===================== ==================== =================== ======================
   Common Stock; $.01 par value                1,908,653 shares          $10.62           $20,269,894.86(5)        $ 5,067.47
============================================ ===================== ==================== =================== ======================
TOTAL REGISTRATION FEE:                                                                                            $26,613.47
=========================================================================================================== ======================
</TABLE>

(1)     Plus an indeterminate number of additional shares which may be offered
        and issued to prevent dilution resulting from stock splits, stock
        dividends or similar transactions.

(2)     These shares are offered under the dj Orthopedics, Inc. 2001 Omnibus
        Plan. Pursuant to Rule 457 (c) and 457 (h)(1), the maximum aggregate
        offering price for the 3,800,000 shares issuable under the plan is
        calculated based upon high and low prices for the Common Stock reported
        on the New York Stock Exchange on November 19, 2001.

(3)     These shares are offered under the dj Orthopedics, Inc. 2001 Employee
        Stock Purchase Plan. Pursuant to Rule 457 (c) and 457 (h)(1), the
        maximum aggregate offering price for the 1,000,000 shares issuable under
        the plan is calculated based upon high and low prices for the Common
        Stock reported on the New York Stock Exchange on November 19, 2001.

(4)     These shares are offered under the dj Orthopedics, Inc. 2001
        Non-Employee Directors' Stock Option Plan. Pursuant to Rule 457 (c) and
        457 (h)(1), the maximum aggregate offering price for the 1,500,000
        shares issuable under the plan is calculated based upon high and low
        prices for the Common Stock reported on the New York Stock Exchange on
        November 19, 2001.

(5)     These shares are offered under the Fifth Amended and Restated 1999 Stock
        Option Plan. Pursuant to Rule 457(h)(1), the maximum aggregate offering
        price for these shares is calculated based upon the product of the
        1,908,653 shares issuable upon the exercise of outstanding options
        multiplied by the weighted average strike price of $10.62, or
        $20,269,894.86.

-

<PAGE>





                                     PART I

                           INFORMATION REQUIRED IN THE
                            SECTION 10(a) PROSPECTUS

ITEM 1.           PLAN INFORMATION. *
ITEM 2.           REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION. *

                  * The document(s) containing the information specified in Part
I will be sent or given to employees as specified by Rule 428(b)(1). Such
documents are not being filed with the Securities and Exchange Commission (the
"Commission") either as part of this Registration Statement or as prospectuses
or prospectus supplements pursuant to Rule 424. Such documents and the documents
incorporated by reference in this Registration Statement pursuant to Item 3 of
Part II of this Form, taken together, constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act.



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM  3. INCORPORATION OF DOCUMENTS BY REFERENCE

                (a) The following documents, which have been filed by dj
        Orthopedics, Inc., a Delaware corporation (the "Registrant"), with the
        Commission, are incorporated herein by reference:

                        (i) The Registrant's definitive Prospectus dated
                November 14, 2001 filed pursuant to Rule 424(b) under the
                Securities Act.

                        (ii) The description of the Common Stock contained in
                the Registrant's Registration Statement on Form 8-A, filed with
                the Commission pursuant to the Exchange Act on October 29, 2001.

                (b) In addition, all documents filed by the Registrant with the
        Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
        Exchange Act, subsequent to the date of this Registration Statement and
        prior to the filing of a post-effective amendment 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 herein and to be part hereof from the date of the filing of
        such documents.

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")
authorizes a court to award, or a corporation's board of directors to grant,
indemnity to directors, officers and certain other persons in terms sufficiently
broad to permit such indemnification under certain circumstances for liabilities
(including reimbursement for expenses incurred) arising under the Securities Act
of 1933, as amended (the "Securities Act").

         Article VIII of the Registrant's Amended and Restated Certificate of
Incorporation and its By-Laws provide that, to the fullest extent permitted by
the laws of the State of Delaware, no director will be personally liable to the
Registrant or its stockholders for monetary damages for breach of fiduciary duty
as a director. Each person (and the heirs, executors or administrators of such
person) who was or is a party or is threatened to be made a party to, or is
involved in any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, by reason of the fact
that such person is or was a director or officer of the Registrant or is or was
serving at the request of the Registrant as a director or officer of another
corporation, partnership, joint

                                  II-1
<PAGE>

venture, limited liability company, trust or other enterprise, is entitled to be
indemnified and held harmless by the Registrant to the fullest extent permitted
by Delaware Law; PROVIDED, HOWEVER, that except for proceedings to enforce
rights to indemnification, the Registrant is not obligated to indemnify any such
person (or the heirs, executors or administrators of such person) in connection
with any action, suit or proceeding (or part thereof) initiated by such person
unless such action, suit or proceeding (or part thereof) was authorized or
consented to by the Board of Directors. The right to indemnification conferred
in the Registrant's Amended and Restated Certificate of Incorporation also
includes the right to be paid by the Registrant the expenses incurred in
connection with any such proceeding in advance of its final disposition to the
fullest extent authorized by Delaware Law.

         In addition, the Registrant maintains liability insurance for its
officers and directors.

ITEM  7. EXEMPTION FROM REGISTRATION CLAIMED

                  Not applicable.

ITEM  8. EXHIBITS

EXHIBIT NO.                           DESCRIPTION

    4.1         Amended and Restated  Certificate of  Incorporation  of
                the Registrant

    4.2         Amended By-Laws of the Registrant

    4.3         Fifth Amended and Restated 1999 Stock Option Plan

    4.4         dj Orthopedics, Inc. 2001 Employee Stock Purchase Plan

    4.5         dj  Orthopedics,   Inc.  2001  Non-Employee  Directors'
                Stock Option Plan

    4.6         dj Orthopedics, Inc. 2001 Omnibus Plan

    5.1         Opinion of O'Sullivan LLP (including the consent of such firm)
                regarding the legality of securities being offered.

    23.1        Consent of  O'Sullivan  LLP  (included in their opinion
                filed as Exhibit 5.1 hereto).

    23.2        Consent of Ernst & Young LLP, independent auditors with
                respect to dj Orthopedics, Inc.

    23.3        Consent  of  PricewaterhouseCoopers   LLP,  independent
                accountants.

    24.1        Powers of Attorney (included on signature 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:


                                       II-2

<PAGE>

                        (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 dollar 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 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;

                (2) That, for the purpose of determining any liability under the
        Securities Act of 1933, each such post-effective amendment shall be
        deemed to be a new registration statement relating to the securities
        offered therein, and the offering of such securities at that time shall
        be deemed to be the initial BONA FIDE offering thereof.

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


     (b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial BONA FIDE offering thereof.

     (c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of 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-3

<PAGE>



                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of San Diego, California, on this 21st day of November,
2001.

                           DJ ORTHOPEDICS, INC.



                           By:  /s/ Leslie H. Cross
                                --------------------------------
                                Leslie H. Cross
                                President and Chief Executive Officer


                                POWER OF ATTORNEY

         We, the undersigned directors and/or officers of dj Orthopedics, Inc.
(the "Registrant"), hereby severally constitute and appoint Leslie H. Cross and
Cyril Talbot III, and each of them individually, with full powers of
substitution and resubstitution, our true and lawful attorneys, with full powers
to each of them to sign for us, in our names and in the capacities indicated
below, this Registration Statement on Form S-8, and any and all amendments to
this Registration Statement on Form S-8 (including post-effective amendments),
and to file or cause to be filed the same, with all exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
connection therewith, as fully to all intents and purposes as each of them might
or could do in person, and hereby ratifying and confirming all that said
attorneys, and each of them, or their substitute or substitutes, shall do or
cause to be done by virtue of this Power of Attorney. This power of attorney may
be executed in counterparts.


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

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

/s/ Leslie H. Cross                                     President, Chief               November 20, 2001
--------------------------------------------------      Executive Officer and
Leslie H. Cross                                         Director (Principal
                                                        Executive Officer)


/s/ Cyril Talbot III                                    Senior Vice President,         November 20, 2001
---------------------------------------------------     Chief Financial Officer,
Cyril Talbot III                                        and Secretary (Principal
                                                        Financial Officer and
                                                        Principal Accounting
                                                        Officer)


/s/ Charles T. Orsatti                                  Chairman of the Board          November 20, 2001
---------------------------------------------------
Charles T. Orsatti


/s/ Mitchell J. Blutt, M.D.                             Director                       November 20, 2001
----------------------------------------------------
Mitchell J. Blutt, M.D.


<PAGE>


                                                        Director                       November    , 2001
----------------------------------------------------
Kirby L. Cramer


                                                        Director                       November    , 2001
-------------------------------------------------------
Damion E. Wicker, M.D.

</TABLE>

<PAGE>



ITEM  10.         EXHIBITS



EXHIBIT NO.                           DESCRIPTION

    4.1         Amended and Restated  Certificate of  Incorporation  of
                the Registrant

    4.2         Amended By-Laws of the Registrant
    4.3         Fifth Amended and Restated 1999 Stock Option Plan

    4.4         dj Orthopedics, Inc. 2001 Employee Stock Purchase Plan

    4.5         dj  Orthopedics,   Inc.  2001  Non-Employee  Directors'
                Stock Option Plan

    4.6         dj Orthopedics, Inc. 2001 Omnibus Plan

    5.1         Opinion of O'Sullivan LLP (including the consent of such firm)
                regarding the legality of securities being offered.

    23.1        Consent of  O'Sullivan  LLP  (included in their opinion
                filed as Exhibit 5.1 hereto).

    23.2        Consent of Ernst & Young LLP, independent auditors with
                respect to dj Orthopedics, Inc.

    23.3        Consent  of  PricewaterhouseCoopers   LLP,  independent
                accountants.

    24.1        Powers of Attorney (included on signature page).
[{"type": "S-8", "sequence": "1", "filename": "a2064277zs-8.txt", "description": "S-8", "secsgml_size_bytes": 22092}]
{"company-data": {"conformed-name": "DJ ORTHOPEDICS INC", "cik": "0001157972", "assigned-sic": "3842", "irs-number": "330978270", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-73966", "film-number": "1798812"}, "business-address": {"street1": "2985 SCOTT STREET", "city": "VISTA", "state": "CA", "zip": "92083", "phone": "7607271280"}}
As filed with the Securities and Exchange Commission on November 26, 2001
                                                    Registration No. 333-
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                               -------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                               -------------------
                              DJ ORTHOPEDICS, INC.
               (Exact name of registrant as specified in charter)
DELAWARE                               3842                             33-0978270
(State or other jurisdiction of        (Primary Standard Industrial            (I.R.S. Employer
incorporation or organization)          Classification Code Number)         Identification Number)
-------------------

                                2985 SCOTT STREET
                             VISTA, CALIFORNIA 92083
                                 (800) 336-5690

                        (Address, including zip code, and
                    telephone number, including area code, of
                    registrant's principal executive offices)

                FIFTH AMENDED AND RESTATED 1999 STOCK OPTION PLAN

                     dj ORTHOPEDICS, INC. 2001 OMNIBUS PLAN

                dj ORTHOPEDICS, INC. EMPLOYEE STOCK PURCHASE PLAN

       dj ORTHOPEDICS, INC. 2001 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN

                            (Full title of the plans)
                               -------------------

                                 LESLIE H. CROSS
                      PRESIDENT AND CHIEF EXECUTIVE OFFICER
                              dj ORTHOPEDICS, INC.
                                2985 SCOTT STREET
                             VISTA, CALIFORNIA 92083
                                 (800) 336-5690

                     (Name, address, including zip code, and
                     telephone number, including area code,
                        of agent for service of process)

                               -------------------
                                 WITH COPIES TO:

                              JAMES M. LURIE, ESQ.
                                 O'SULLIVAN LLP
                              30 ROCKEFELLER PLAZA
                            NEW YORK, NEW YORK 10112
                                 (212) 408-2400
                               -------------------
                         CALCULATION OF REGISTRATION FEE
============================================ ===================== ==================== =================== ========================
                                                                        PROPOSED             PROPOSED
                                                    AMOUNT               MAXIMUM             MAXIMUM               AMOUNT OF
            TITLE OF EACH CLASS OF                  TO BE            OFFERING PRICE         AGGREGATE            REGISTRATION
          SECURITIES TO BE REGISTERED            REGISTERED*          PER SHARE (1)       OFFERING PRICE              FEE
-------------------------------------------- --------------------- -------------------- ------------------- ----------------------
Common Stock; $.01 par value                3,800,000 shares          $13.68           $51,984,000 (2)          $12,996.00
============================================ ===================== ==================== =================== ======================
   Common Stock; $.01 par value                1,000,000 shares          $13.68           $13,680,000 (3)          $ 3,420.00
============================================ ===================== ==================== =================== ======================
   Common Stock; $.01 par value                1,500,000 shares          $13.68           $20,520,000 (4)          $ 5,130.00
============================================ ===================== ==================== =================== ======================
   Common Stock; $.01 par value                1,908,653 shares          $10.62           $20,269,894.86(5)        $ 5,067.47
============================================ ===================== ==================== =================== ======================
TOTAL REGISTRATION FEE:                                                                                            $26,613.47
=========================================================================================================== ======================
(1)     Plus an indeterminate number of additional shares which may be offered
        and issued to prevent dilution resulting from stock splits, stock
        dividends or similar transactions.

(2)     These shares are offered under the dj Orthopedics, Inc. 2001 Omnibus
        Plan. Pursuant to Rule 457 (c) and 457 (h)(1), the maximum aggregate
        offering price for the 3,800,000 shares issuable under the plan is
        calculated based upon high and low prices for the Common Stock reported
        on the New York Stock Exchange on November 19, 2001.

(3)     These shares are offered under the dj Orthopedics, Inc. 2001 Employee
        Stock Purchase Plan. Pursuant to Rule 457 (c) and 457 (h)(1), the
        maximum aggregate offering price for the 1,000,000 shares issuable under
        the plan is calculated based upon high and low prices for the Common
        Stock reported on the New York Stock Exchange on November 19, 2001.

(4)     These shares are offered under the dj Orthopedics, Inc. 2001
        Non-Employee Directors' Stock Option Plan. Pursuant to Rule 457 (c) and
        457 (h)(1), the maximum aggregate offering price for the 1,500,000
        shares issuable under the plan is calculated based upon high and low
        prices for the Common Stock reported on the New York Stock Exchange on
        November 19, 2001.

(5)     These shares are offered under the Fifth Amended and Restated 1999 Stock
        Option Plan. Pursuant to Rule 457(h)(1), the maximum aggregate offering
        price for these shares is calculated based upon the product of the
        1,908,653 shares issuable upon the exercise of outstanding options
        multiplied by the weighted average strike price of $10.62, or
        $20,269,894.86.

-
PART I

                           INFORMATION REQUIRED IN THE
                            SECTION 10(a) PROSPECTUS

ITEM 1.           PLAN INFORMATION. *
ITEM 2.           REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION. *

                  * The document(s) containing the information specified in Part
I will be sent or given to employees as specified by Rule 428(b)(1). Such
documents are not being filed with the Securities and Exchange Commission (the
"Commission") either as part of this Registration Statement or as prospectuses
or prospectus supplements pursuant to Rule 424. Such documents and the documents
incorporated by reference in this Registration Statement pursuant to Item 3 of
Part II of this Form, taken together, constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM  3. INCORPORATION OF DOCUMENTS BY REFERENCE

                (a) The following documents, which have been filed by dj
        Orthopedics, Inc., a Delaware corporation (the "Registrant"), with the
        Commission, are incorporated herein by reference:

                        (i) The Registrant's definitive Prospectus dated
                November 14, 2001 filed pursuant to Rule 424(b) under the
                Securities Act.

                        (ii) The description of the Common Stock contained in
                the Registrant's Registration Statement on Form 8-A, filed with
                the Commission pursuant to the Exchange Act on October 29, 2001.

                (b) In addition, all documents filed by the Registrant with the
        Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
        Exchange Act, subsequent to the date of this Registration Statement and
        prior to the filing of a post-effective amendment 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 herein and to be part hereof from the date of the filing of
        such documents.

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")
authorizes a court to award, or a corporation's board of directors to grant,
indemnity to directors, officers and certain other persons in terms sufficiently
broad to permit such indemnification under certain circumstances for liabilities
(including reimbursement for expenses incurred) arising under the Securities Act
of 1933, as amended (the "Securities Act").

         Article VIII of the Registrant's Amended and Restated Certificate of
Incorporation and its By-Laws provide that, to the fullest extent permitted by
the laws of the State of Delaware, no director will be personally liable to the
Registrant or its stockholders for monetary damages for breach of fiduciary duty
as a director. Each person (and the heirs, executors or administrators of such
person) who was or is a party or is threatened to be made a party to, or is
involved in any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, by reason of the fact
that such person is or was a director or officer of the Registrant or is or was
serving at the request of the Registrant as a director or officer of another
corporation, partnership, joint

                                  II-1
venture, limited liability company, trust or other enterprise, is entitled to be
indemnified and held harmless by the Registrant to the fullest extent permitted
by Delaware Law; PROVIDED, HOWEVER, that except for proceedings to enforce
rights to indemnification, the Registrant is not obligated to indemnify any such
person (or the heirs, executors or administrators of such person) in connection
with any action, suit or proceeding (or part thereof) initiated by such person
unless such action, suit or proceeding (or part thereof) was authorized or
consented to by the Board of Directors. The right to indemnification conferred
in the Registrant's Amended and Restated Certificate of Incorporation also
includes the right to be paid by the Registrant the expenses incurred in
connection with any such proceeding in advance of its final disposition to the
fullest extent authorized by Delaware Law.

         In addition, the Registrant maintains liability insurance for its
officers and directors.

ITEM  7. EXEMPTION FROM REGISTRATION CLAIMED

                  Not applicable.

ITEM  8. EXHIBITS

EXHIBIT NO.                           DESCRIPTION

    4.1         Amended and Restated  Certificate of  Incorporation  of
                the Registrant

    4.2         Amended By-Laws of the Registrant

    4.3         Fifth Amended and Restated 1999 Stock Option Plan

    4.4         dj Orthopedics, Inc. 2001 Employee Stock Purchase Plan

    4.5         dj  Orthopedics,   Inc.  2001  Non-Employee  Directors'
                Stock Option Plan

    4.6         dj Orthopedics, Inc. 2001 Omnibus Plan

    5.1         Opinion of O'Sullivan LLP (including the consent of such firm)
                regarding the legality of securities being offered.

    23.1        Consent of  O'Sullivan  LLP  (included in their opinion
                filed as Exhibit 5.1 hereto).

    23.2        Consent of Ernst & Young LLP, independent auditors with
                respect to dj Orthopedics, Inc.

    23.3        Consent  of  PricewaterhouseCoopers   LLP,  independent
                accountants.

    24.1        Powers of Attorney (included on signature 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:

                                       II-2
(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 dollar 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 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;

                (2) That, for the purpose of determining any liability under the
        Securities Act of 1933, each such post-effective amendment shall be
        deemed to be a new registration statement relating to the securities
        offered therein, and the offering of such securities at that time shall
        be deemed to be the initial BONA FIDE offering thereof.

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

     (b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial BONA FIDE offering thereof.

     (c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of 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-3
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of San Diego, California, on this 21st day of November,
2001.

                           DJ ORTHOPEDICS, INC.

                           By:  /s/ Leslie H. Cross
                                --------------------------------
                                Leslie H. Cross
                                President and Chief Executive Officer

                                POWER OF ATTORNEY

         We, the undersigned directors and/or officers of dj Orthopedics, Inc.
(the "Registrant"), hereby severally constitute and appoint Leslie H. Cross and
Cyril Talbot III, and each of them individually, with full powers of
substitution and resubstitution, our true and lawful attorneys, with full powers
to each of them to sign for us, in our names and in the capacities indicated
below, this Registration Statement on Form S-8, and any and all amendments to
this Registration Statement on Form S-8 (including post-effective amendments),
and to file or cause to be filed the same, with all exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
connection therewith, as fully to all intents and purposes as each of them might
or could do in person, and hereby ratifying and confirming all that said
attorneys, and each of them, or their substitute or substitutes, shall do or
cause to be done by virtue of this Power of Attorney. This power of attorney may
be executed in counterparts.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE                                   TITLE                       DATE
/s/ Leslie H. Cross                                     President, Chief               November 20, 2001
--------------------------------------------------      Executive Officer and
Leslie H. Cross                                         Director (Principal
                                                        Executive Officer)

/s/ Cyril Talbot III                                    Senior Vice President,         November 20, 2001
---------------------------------------------------     Chief Financial Officer,
Cyril Talbot III                                        and Secretary (Principal
                                                        Financial Officer and
                                                        Principal Accounting
                                                        Officer)

/s/ Charles T. Orsatti                                  Chairman of the Board          November 20, 2001
---------------------------------------------------
Charles T. Orsatti

/s/ Mitchell J. Blutt, M.D.                             Director                       November 20, 2001
----------------------------------------------------
Mitchell J. Blutt, M.D.
Director                       November    , 2001
----------------------------------------------------
Kirby L. Cramer

                                                        Director                       November    , 2001
-------------------------------------------------------
Damion E. Wicker, M.D.
ITEM  10.         EXHIBITS

EXHIBIT NO.                           DESCRIPTION

    4.1         Amended and Restated  Certificate of  Incorporation  of
                the Registrant

    4.2         Amended By-Laws of the Registrant
    4.3         Fifth Amended and Restated 1999 Stock Option Plan

    4.4         dj Orthopedics, Inc. 2001 Employee Stock Purchase Plan

    4.5         dj  Orthopedics,   Inc.  2001  Non-Employee  Directors'
                Stock Option Plan

    4.6         dj Orthopedics, Inc. 2001 Omnibus Plan

    5.1         Opinion of O'Sullivan LLP (including the consent of such firm)
                regarding the legality of securities being offered.

    23.1        Consent of  O'Sullivan  LLP  (included in their opinion
                filed as Exhibit 5.1 hereto).

    23.2        Consent of Ernst & Young LLP, independent auditors with
                respect to dj Orthopedics, Inc.

    23.3        Consent  of  PricewaterhouseCoopers   LLP,  independent
                accountants.

    24.1        Powers of Attorney (included on signature page).