<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
            WARSAW, INDIANA                                  46580
(Address of principal executive offices)                   (Zip Code)

                ZIMMER HOLDINGS, INC. TEAMSHARE STOCK OPTION PLAN
                           (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       Amount to be registered offering price per share aggregate offering price              fee
  to be registered                   (1)                    (1) (2)                  (1) (2)                    (1) (2)
-------------------------- ----------------------- ------------------------ -------------------------- -----------------------
<S>                        <C>                     <C>                      <C>                        <C>
Common Stock,                     4,800,000                 $1.21                  $5,808,000                   $1,452
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. TeamShare Stock Option Plan. 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. 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.
<PAGE>

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;
<PAGE>

      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. TeamShare Stock Option Plan, effective as of
            August 6, 2001 (filed as Exhibit 10.7 to the Registrant's
            Registration Statement on Form 10-12B, File No. 001-16407, dated
            July 12, 2001).
<PAGE>

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

<PAGE>

      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:

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)

<PAGE>

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. TeamShare Stock Option Plan, effective as of August
      6, 2001 (filed as Exhibit 10.7 to the Registrant's Registration Statement
      on Form 10-12B, File No. 001-16407, dated July 12, 2001).
[{"type": "S-8", "sequence": "1", "filename": "a2055071zs-8.txt", "description": "S-8", "secsgml_size_bytes": 19696}]
{"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": "333-65934", "film-number": "1689969"}, "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
            WARSAW, INDIANA                                  46580
(Address of principal executive offices)                   (Zip Code)

                ZIMMER HOLDINGS, INC. TEAMSHARE STOCK OPTION PLAN
                           (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       Amount to be registered offering price per share aggregate offering price              fee
  to be registered                   (1)                    (1) (2)                  (1) (2)                    (1) (2)
-------------------------- ----------------------- ------------------------ -------------------------- -----------------------
Common Stock,                     4,800,000                 $1.21                  $5,808,000                   $1,452
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. TeamShare Stock Option Plan. 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. TeamShare Stock Option Plan, effective as of
            August 6, 2001 (filed as Exhibit 10.7 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. TeamShare Stock Option Plan, effective as of August
      6, 2001 (filed as Exhibit 10.7 to the Registrant's Registration Statement
      on Form 10-12B, File No. 001-16407, dated July 12, 2001).