As filed with the Securities and Exchange Commission on September 23, 2003
                        Registration No. 333-___________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                    INTEGRA LIFESCIENCES HOLDINGS CORPORATION
             (Exact Name of Registrant as Specified in its Charter)

                   Delaware                               51-0317849
        -------------------------------                ----------------
       (State or other jurisdiction of                 (I.R.S. Employer
        incorporation or organization)                Identification No.)


                              311 Enterprise Drive
                          Plainsboro, New Jersey 08536
                                 (609) 275-0500

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

                    Integra LifeSciences Holdings Corporation
                           2003 Equity Incentive Plan
                            (Full title of the plan)


           John B. Henneman, III                           COPY TO:
        Executive Vice President,                      Michael D. Levin
Chief Administrative Officer and Secretary           Latham & Watkins LLP
 Integra LifeSciences Holdings Corporation    233 South Wacker Drive, Suite 5800
           311 Enterprise Drive                     Chicago, Illinois 60606
       Plainsboro, New Jersey 08536                     (312) 876-7700
              (609) 275-0500
   (Name, address and telephone number,
including area code, of agent for service)

<PAGE>


                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------
                                                Proposed maximum   Proposed maximum     Amount of
  Title of Securities            Amount to be    offering price        aggregate      registration
    to be registered             registered(1)    per share(2)     offering price(2)      fee
---------------------------------------------------------------------------------------------------
<S>                             <C>                 <C>              <C>               <C>
Common Stock ($0.01 par value)  2,500,000 shares    $ 28.90          $ 72,250,000      $ 5,845.03

---------------------------------------------------------------------------------------------------
</TABLE>

(1)  Pursuant to Rule 416(a),  this  Registration  Statement also registers such
     indeterminate  number of additional shares as may become issuable under the
     Plan  in  connection   with  share  splits,   share  dividends  or  similar
     transactions.

(2)  Estimated  solely for the purpose of calculating  the  registration  fee in
     accordance  with Rule 457(h) under the  Securities Act of 1933, as amended,
     and based on the average of the high and low prices of the common  stock on
     the Nasdaq National Market on September 16, 2003

                                       2
<PAGE>


                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Not required to be filed as part of this Registration Statement.


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Documents by Reference.

               The  following   documents  which  have  been  filed  by  Integra
LifeSciences  Holdings  Corporation (the "Registrant" or the "Company") with the
Securities  and Exchange  Commission  (the  "Commission")  are  incorporated  by
reference into this Registration Statement:

               (a)  the Company's  Annual Report on Form 10-K for the year ended
December 31, 2002, filed with the Commission on March 21, 2003;

               (b)  the  Company's  Quarterly  Reports  on  Form  10-Q  for  the
quarterly  periods  ended  March  31,  2003 and June 30,  2003,  filed  with the
Commission on May 15, 2003 and August 14, 2003, respectively;

               (c)  the  Company's  Current  Reports  on Form 8-K filed with the
Commission  on March 25, 2003,  June 18, 2003,  June 27, 2003 and  September 22,
2003;

               (d)  all other reports  filed by the Company  pursuant to Section
13(a) or Section 15(d) of the  Securities  Exchange Act of 1934, as amended (the
"Exchange  Act") since the end of the Company's  fiscal year ended  December 31,
2002; and

               (e)  the  description of the Company's  common stock (the "Common
Stock")  contained  in  the  Company's  Registration  Statement  on  Form  S-3/A
(Registration  No.  333-62176),  which  became  effective  on  August  7,  2001,
including  any  amendments  or reports  filed for the purpose of  updating  such
description.

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

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


Item 4.  Description of Securities.

               Not applicable.

                                       3
<PAGE>


Item 5.  Interests of Named Experts and Counsel.

               Not applicable.


Item 6.  Indemnification of Directors and Officers.

               Officers  and  directors  of the  Company  are covered by certain
provisions  of the  Delaware  General  Corporation  Law  (the  "DGCL")  and  the
Company's  charter,  bylaws and insurance policies which serve to limit, and, in
certain instances, to indemnify them against, certain liabilities which they may
incur in such capacities. These various provisions are described below.

               ELIMINATION OF LIABILITY IN CERTAIN CIRCUMSTANCES.  In June 1986,
Delaware enacted legislation which authorizes corporations to limit or eliminate
the personal  liability of directors of corporations and their  stockholders for
monetary  damages for breach of directors'  fiduciary duty of care. This duty of
care requires  that,  when acting on behalf of the  corporation,  directors must
exercise an informed  business  judgment  based on all  significant  information
reasonably  available to them.  Absent the  limitations  now  authorized by such
legislation,  directors are accountable to corporations  and their  stockholders
for monetary damages for conduct constituting  negligence or gross negligence in
the  exercise  of their  duty of care.  Although  the  statute  does not  change
directors' duty of care, it enables  corporations  to limit available  relief to
equitable  remedies  such as injunction or  rescission.  The charter  limits the
liability of directors to the Company or its  stockholders (in their capacity as
directors but not in their capacity as officers) to the fullest extent permitted
by such  legislation.  Specifically,  the  directors  of the Company will not be
personally liable for monetary damages for breach of a director's fiduciary duty
as director,  except for liability: (1) for any breach of the director's duty of
loyalty to the Company or its  stockholders;  (2) for acts or  omissions  not in
good faith or which involve  intentional  misconduct  or a knowing  violation of
law; (3) for unlawful  payments of dividends or unlawful  share  repurchases  or
redemptions  as provided in Section 174 of the DGCL; or (4) for any  transaction
from which the director derived an improper personal benefit.

               INDEMNIFICATION  AND INSURANCE.  As a Delaware  corporation,  the
Company has the power,  under specified  circumstances  generally  requiring the
director or officer to act in good faith and in a manner he reasonably  believes
to be in or not  opposed to the  Company's  best  interests,  to  indemnify  its
directors and officers in connection with actions,  suits or proceedings brought
against  them by a third party or in the name of the  Company,  by reason of the
fact  that  they  were or are such  directors  or  officers,  against  expenses,
judgments,  fines and amounts paid in  settlement  in  connection  with any such
action,  suit  or  proceeding.   The  bylaws  generally  provide  for  mandatory
indemnification  of the  Company's  directors  and  officers  to the full extent
provided by Delaware corporation law. In addition,  the Company has entered into
indemnification  agreements  with its  directors  and officers  which  generally
provide   for   mandatory   indemnification   under   circumstances   for  which
indemnification would otherwise be discretionary under Delaware law.

               The Company intends to purchase and maintain  insurance on behalf
of any person who is or was a director or officer of the Company, or is or was a
director  or officer of the  Company  serving at the request of the Company as a
director, officer, employee or agent of another corporation,  partnership, joint
venture,  trust, employee benefit plan or other enterprise against any liability
asserted against him and incurred by him in any such capacity, or arising out of
his  status  as  such,  whether  or not the  Company  would  have  the  power or
obligation to indemnify him against such  liability  under the provisions of the
bylaws.

                                       4
<PAGE>


Item 7.  Exemption from Registration Claimed.

               Not applicable.

Item 8.  Exhibits.

4         Form of 2003 Equity  Incentive  Plan  (incorporated  by  reference  to
          Appendix A to Company's Proxy  Statement  pursuant to Section 14(a) of
          the Exchanged Act, filed with the Commission on April 17, 2003)

5         Opinion of Latham & Watkins LLP

23.1      Consent of PricewaterhouseCoopers LLP

23.2      Consent of Latham & Watkins  LLP  (included  in its  opinion  filed as
          Exhibit 5 hereto)

24        Powers of Attorney (see signature page to this Registration Statement)


Item 9.  Undertakings

     1.   Undertakings Required by Regulation S-K Item 512(a)

          The undersigned Registrant hereby undertakes as follows:

          (1)  To file,  during  any  period in which  offers or sales are being
made pursuant to this Registration Statement, a post-effective amendment to this
Registration  Statement to include any material  information with respect to the
plan of distribution not previously disclosed in this Registration  Statement or
any material change to such information in this Registration Statement.

          (2)  That,  for the purpose of  determining  any  liability  under the
Securities Act, 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.

     2.   Undertakings Required by Regulation S-K Item 512(b).

               The undersigned  Registrant  hereby undertakes that, for purposes
of  determining  any  liability  under the  Securities  Act,  each filing of the
Registrant's  annual  report  pursuant to Section 13(a) or 15(d) of the Exchange
Act that is  incorporated by reference in this  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.

     3.   Undertakings Required by Regulation S-K Item 512(h).

               Insofar as  indemnification  for  liabilities  arising  under the
Securities Act 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 Securities 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


                                       5
<PAGE>


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  Securities  Act and will be
governed by the final adjudication of such issue.

                                       6
<PAGE>


                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Plainsboro,  State of New Jersey,  on date set forth
below.


                                Integra LifeSciences Holdings Corporation


                                By: /s/ David B. Holtz
                                   -------------------------
                                    David B. Holtz
                                    Senior Vice President, Finance and Treasurer
Date:  September 23, 2003

                                POWER OF ATTORNEY

     KNOW ALL  PERSONS  BY THESE  PRESENTS,  that each  person  whose  signature
appears  below does  hereby  constitute  and appoint  Stuart M.  Essig,  John B.
Henneman,  III and  David  B.  Holtz  and  each of  them,  with  full  power  of
substitution and full power to act without the other, his or her true and lawful
attorney-in-fact  and agent to act for him or her in his or her name,  place and
stead,  in any  and all  capacities,  to sign  any  and  all  amendments  to the
registration  statement  to which this power of attorney is attached  (including
without limitation any post-effective  amendments thereto), and any registration
statement for the same offering that is to be effective under rule 462(b) of the
Securities  Act, and to file each of the same,  with all exhibits  thereto,  and
other  documents  in  connection  therewith,  with the  Securities  and Exchange
Commission,  granting unto said  attorneys-in-fact and agents, 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 and  about  the  premises  in  order to
effectuate  the same as fully,  to all intents and purposes,  as they, he or she
might or could do in  person,  hereby  ratifying  and  confirming  all that said
attorneys-in-fact  and agents,  or any of them,  may  lawfully do or cause to be
done by virtue hereof.

     Pursuant to the  requirements  of the  Securities  Act,  this  registration
statement has been signed by each of the following persons on September 23, 2003
in the capacities indicated.

SIGNATURE                                            TITLE

 /s/ Stuart M. Essig
------------------------
Stuart M. Essig, Ph.D            President, Chief Executive Officer and Director
                                (Principal Executive Officer)

 /s/ David B. Holtz
------------------------
David B. Holtz                  Senior Vice President, Finance and Treasurer
                                (Principal Financial and Accounting Officer)


                                       7
<PAGE>


SIGNATURE                                            TITLE

 /s/ Richard E. Caruso
------------------------
Richard E. Caruso, Ph.D         Chairman of the Board of Directors


 /s/ Keith Bradley
------------------------
Keith Bradley, Ph.D             Director


 /s/ David Auth
------------------------
David Auth                      Director


 /s/ Neal Moszkowski
------------------------
Neal Moszkowski                 Director


 /s/ James M. Sullivan
------------------------
James M. Sullivan               Director


                                       8
[{"type": "S-8", "sequence": "1", "filename": "c29391_s-8.txt", "secsgml_size_bytes": 17777}]
{"company-data": {"conformed-name": "INTEGRA LIFESCIENCES HOLDINGS CORP", "cik": "0000917520", "assigned-sic": "2836", "irs-number": "510317849", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-109042", "film-number": "03905976"}, "business-address": {"street1": "311 C ENTERPRISE DRIVE", "city": "PLAINSBORO", "state": "NJ", "zip": "08536", "phone": "6092750500"}, "mail-address": {"street1": "311 C ENTERPRISE DRIVE", "city": "PLAINSBORO", "state": "NJ", "zip": "08536"}, "former-company": {"former-conformed-name": "INTEGRA LIFESCIENCES CORP", "date-changed": "19950614"}}
As filed with the Securities and Exchange Commission on September 23, 2003
                        Registration No. 333-___________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                    INTEGRA LIFESCIENCES HOLDINGS CORPORATION
             (Exact Name of Registrant as Specified in its Charter)

                   Delaware                               51-0317849
        -------------------------------                ----------------
       (State or other jurisdiction of                 (I.R.S. Employer
        incorporation or organization)                Identification No.)

                              311 Enterprise Drive
                          Plainsboro, New Jersey 08536
                                 (609) 275-0500

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

                    Integra LifeSciences Holdings Corporation
                           2003 Equity Incentive Plan
                            (Full title of the plan)

           John B. Henneman, III                           COPY TO:
        Executive Vice President,                      Michael D. Levin
Chief Administrative Officer and Secretary           Latham & Watkins LLP
 Integra LifeSciences Holdings Corporation    233 South Wacker Drive, Suite 5800
           311 Enterprise Drive                     Chicago, Illinois 60606
       Plainsboro, New Jersey 08536                     (312) 876-7700
              (609) 275-0500
   (Name, address and telephone number,
including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
---------------------------------------------------------------------------------------------------
                                                Proposed maximum   Proposed maximum     Amount of
  Title of Securities            Amount to be    offering price        aggregate      registration
    to be registered             registered(1)    per share(2)     offering price(2)      fee
---------------------------------------------------------------------------------------------------
Common Stock ($0.01 par value)  2,500,000 shares    $ 28.90          $ 72,250,000      $ 5,845.03

---------------------------------------------------------------------------------------------------
(1)  Pursuant to Rule 416(a),  this  Registration  Statement also registers such
     indeterminate  number of additional shares as may become issuable under the
     Plan  in  connection   with  share  splits,   share  dividends  or  similar
     transactions.

(2)  Estimated  solely for the purpose of calculating  the  registration  fee in
     accordance  with Rule 457(h) under the  Securities Act of 1933, as amended,
     and based on the average of the high and low prices of the common  stock on
     the Nasdaq National Market on September 16, 2003

                                       2
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Not required to be filed as part of this Registration Statement.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

               The  following   documents  which  have  been  filed  by  Integra
LifeSciences  Holdings  Corporation (the "Registrant" or the "Company") with the
Securities  and Exchange  Commission  (the  "Commission")  are  incorporated  by
reference into this Registration Statement:

               (a)  the Company's  Annual Report on Form 10-K for the year ended
December 31, 2002, filed with the Commission on March 21, 2003;

               (b)  the  Company's  Quarterly  Reports  on  Form  10-Q  for  the
quarterly  periods  ended  March  31,  2003 and June 30,  2003,  filed  with the
Commission on May 15, 2003 and August 14, 2003, respectively;

               (c)  the  Company's  Current  Reports  on Form 8-K filed with the
Commission  on March 25, 2003,  June 18, 2003,  June 27, 2003 and  September 22,
2003;

               (d)  all other reports  filed by the Company  pursuant to Section
13(a) or Section 15(d) of the  Securities  Exchange Act of 1934, as amended (the
"Exchange  Act") since the end of the Company's  fiscal year ended  December 31,
2002; and

               (e)  the  description of the Company's  common stock (the "Common
Stock")  contained  in  the  Company's  Registration  Statement  on  Form  S-3/A
(Registration  No.  333-62176),  which  became  effective  on  August  7,  2001,
including  any  amendments  or reports  filed for the purpose of  updating  such
description.

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

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

Item 4.  Description of Securities.

               Not applicable.

                                       3
Item 5.  Interests of Named Experts and Counsel.

               Not applicable.

Item 6.  Indemnification of Directors and Officers.

               Officers  and  directors  of the  Company  are covered by certain
provisions  of the  Delaware  General  Corporation  Law  (the  "DGCL")  and  the
Company's  charter,  bylaws and insurance policies which serve to limit, and, in
certain instances, to indemnify them against, certain liabilities which they may
incur in such capacities. These various provisions are described below.

               ELIMINATION OF LIABILITY IN CERTAIN CIRCUMSTANCES.  In June 1986,
Delaware enacted legislation which authorizes corporations to limit or eliminate
the personal  liability of directors of corporations and their  stockholders for
monetary  damages for breach of directors'  fiduciary duty of care. This duty of
care requires  that,  when acting on behalf of the  corporation,  directors must
exercise an informed  business  judgment  based on all  significant  information
reasonably  available to them.  Absent the  limitations  now  authorized by such
legislation,  directors are accountable to corporations  and their  stockholders
for monetary damages for conduct constituting  negligence or gross negligence in
the  exercise  of their  duty of care.  Although  the  statute  does not  change
directors' duty of care, it enables  corporations  to limit available  relief to
equitable  remedies  such as injunction or  rescission.  The charter  limits the
liability of directors to the Company or its  stockholders (in their capacity as
directors but not in their capacity as officers) to the fullest extent permitted
by such  legislation.  Specifically,  the  directors  of the Company will not be
personally liable for monetary damages for breach of a director's fiduciary duty
as director,  except for liability: (1) for any breach of the director's duty of
loyalty to the Company or its  stockholders;  (2) for acts or  omissions  not in
good faith or which involve  intentional  misconduct  or a knowing  violation of
law; (3) for unlawful  payments of dividends or unlawful  share  repurchases  or
redemptions  as provided in Section 174 of the DGCL; or (4) for any  transaction
from which the director derived an improper personal benefit.

               INDEMNIFICATION  AND INSURANCE.  As a Delaware  corporation,  the
Company has the power,  under specified  circumstances  generally  requiring the
director or officer to act in good faith and in a manner he reasonably  believes
to be in or not  opposed to the  Company's  best  interests,  to  indemnify  its
directors and officers in connection with actions,  suits or proceedings brought
against  them by a third party or in the name of the  Company,  by reason of the
fact  that  they  were or are such  directors  or  officers,  against  expenses,
judgments,  fines and amounts paid in  settlement  in  connection  with any such
action,  suit  or  proceeding.   The  bylaws  generally  provide  for  mandatory
indemnification  of the  Company's  directors  and  officers  to the full extent
provided by Delaware corporation law. In addition,  the Company has entered into
indemnification  agreements  with its  directors  and officers  which  generally
provide   for   mandatory   indemnification   under   circumstances   for  which
indemnification would otherwise be discretionary under Delaware law.

               The Company intends to purchase and maintain  insurance on behalf
of any person who is or was a director or officer of the Company, or is or was a
director  or officer of the  Company  serving at the request of the Company as a
director, officer, employee or agent of another corporation,  partnership, joint
venture,  trust, employee benefit plan or other enterprise against any liability
asserted against him and incurred by him in any such capacity, or arising out of
his  status  as  such,  whether  or not the  Company  would  have  the  power or
obligation to indemnify him against such  liability  under the provisions of the
bylaws.

                                       4
Item 7.  Exemption from Registration Claimed.

               Not applicable.

Item 8.  Exhibits.

4         Form of 2003 Equity  Incentive  Plan  (incorporated  by  reference  to
          Appendix A to Company's Proxy  Statement  pursuant to Section 14(a) of
          the Exchanged Act, filed with the Commission on April 17, 2003)

5         Opinion of Latham & Watkins LLP

23.1      Consent of PricewaterhouseCoopers LLP

23.2      Consent of Latham & Watkins  LLP  (included  in its  opinion  filed as
          Exhibit 5 hereto)

24        Powers of Attorney (see signature page to this Registration Statement)

Item 9.  Undertakings

     1.   Undertakings Required by Regulation S-K Item 512(a)

          The undersigned Registrant hereby undertakes as follows:

          (1)  To file,  during  any  period in which  offers or sales are being
made pursuant to this Registration Statement, a post-effective amendment to this
Registration  Statement to include any material  information with respect to the
plan of distribution not previously disclosed in this Registration  Statement or
any material change to such information in this Registration Statement.

          (2)  That,  for the purpose of  determining  any  liability  under the
Securities Act, 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.

     2.   Undertakings Required by Regulation S-K Item 512(b).

               The undersigned  Registrant  hereby undertakes that, for purposes
of  determining  any  liability  under the  Securities  Act,  each filing of the
Registrant's  annual  report  pursuant to Section 13(a) or 15(d) of the Exchange
Act that is  incorporated by reference in this  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.

     3.   Undertakings Required by Regulation S-K Item 512(h).

               Insofar as  indemnification  for  liabilities  arising  under the
Securities Act 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 Securities 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

                                       5
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  Securities  Act and will be
governed by the final adjudication of such issue.

                                       6
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Plainsboro,  State of New Jersey,  on date set forth
below.

                                Integra LifeSciences Holdings Corporation

                                By: /s/ David B. Holtz
                                   -------------------------
                                    David B. Holtz
                                    Senior Vice President, Finance and Treasurer
Date:  September 23, 2003

                                POWER OF ATTORNEY

     KNOW ALL  PERSONS  BY THESE  PRESENTS,  that each  person  whose  signature
appears  below does  hereby  constitute  and appoint  Stuart M.  Essig,  John B.
Henneman,  III and  David  B.  Holtz  and  each of  them,  with  full  power  of
substitution and full power to act without the other, his or her true and lawful
attorney-in-fact  and agent to act for him or her in his or her name,  place and
stead,  in any  and all  capacities,  to sign  any  and  all  amendments  to the
registration  statement  to which this power of attorney is attached  (including
without limitation any post-effective  amendments thereto), and any registration
statement for the same offering that is to be effective under rule 462(b) of the
Securities  Act, and to file each of the same,  with all exhibits  thereto,  and
other  documents  in  connection  therewith,  with the  Securities  and Exchange
Commission,  granting unto said  attorneys-in-fact and agents, 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 and  about  the  premises  in  order to
effectuate  the same as fully,  to all intents and purposes,  as they, he or she
might or could do in  person,  hereby  ratifying  and  confirming  all that said
attorneys-in-fact  and agents,  or any of them,  may  lawfully do or cause to be
done by virtue hereof.

     Pursuant to the  requirements  of the  Securities  Act,  this  registration
statement has been signed by each of the following persons on September 23, 2003
in the capacities indicated.

SIGNATURE                                            TITLE

 /s/ Stuart M. Essig
------------------------
Stuart M. Essig, Ph.D            President, Chief Executive Officer and Director
                                (Principal Executive Officer)

 /s/ David B. Holtz
------------------------
David B. Holtz                  Senior Vice President, Finance and Treasurer
                                (Principal Financial and Accounting Officer)

                                       7
SIGNATURE                                            TITLE

 /s/ Richard E. Caruso
------------------------
Richard E. Caruso, Ph.D         Chairman of the Board of Directors

 /s/ Keith Bradley
------------------------
Keith Bradley, Ph.D             Director

 /s/ David Auth
------------------------
David Auth                      Director

 /s/ Neal Moszkowski
------------------------
Neal Moszkowski                 Director

 /s/ James M. Sullivan
------------------------
James M. Sullivan               Director

                                       8