<PAGE>
 
   As filed with the Securities and Exchange Commission on December 5, 1996

                                            Registration Statement No. 333-_____
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

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

                                  DEPUY, INC.
             (Exact name of registrant as specified in its Charter)

                DELAWARE                               35-1989795
     (State or Other Jurisdiction of               (I.R.S. Employer
     Incorporation or Organization)              Identification Number)

         700 Orthopaedic Drive                            46581
            Warsaw, Indiana                            (Zip Code)
     (Address of Principal Executive Offices)

                DEPUY, INC. EMPLOYEE STOCK OPTION/PURCHASE PLAN
                            (Full Title of the Plan)
             
                      -----------------------------------

                                  DePuy, Inc.
                             700 Orthopaedic Drive
                                Warsaw, Indiana
                       Attention: Steven L. Artusi, Esq.
                    (Name and Address of Agent for Service)

                                 (219) 267-8143
         (Telephone Number, Including Area Code, of Agent for Service)

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

                                    Copy to:
                             Jeffrey E. Cohen, Esq.
                                Coudert Brothers
                          1114 Avenue of the Americas
                            New York, New York 10036
                                 (212) 626-4400

                      -----------------------------------
<TABLE> 
<CAPTION>
                             CALCULATION OF REGISTRATION FEE
=========================================================================================
                                       Proposed           Proposed
                         Amount         Maximum            Maximum
Title of Securities      to be      Offering Price        Aggregate         Amount of
to be Registered       Registered     Per Unit(1)     Offering Price(1)  Registration Fee
-----------------------------------------------------------------------------------------
<S>                    <C>         <C>                <C>                <C>
Common Stock.........     600,000        $17.6875        $10,612,500          $3,215.91
=========================================================================================
</TABLE>

(1) For purposes of computing the filing fee, the proposed maximum offering
    price has been estimated in accordance with Rule 457(c) based on  the
    average of the high and low prices for Common Stock reported on the New York
    Stock Exchange on November 29, 1996.
<PAGE>
 
                                    PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT


ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE

     DePuy, Inc. (the "Company") hereby incorporates by reference in this
Registration Statement the following documents and information heretofore filed
under the Securities Act of 1933, as amended (the "Securities Act"), or the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), with the
Securities and Exchange Commission (the "Commission"), except as superseded or
modified as described herein:

     (a) The Company's Prospectus included in the Company's Registration
Statement on Form S-1 (Registration Statement No. 333-09345), filed with the
Commission pursuant to the Securities Act.

     (b) The Company's quarterly report on Form 10-Q (File No. 001-12229) for
the period ended September 30, 1996, filed with the Commission pursuant to the
Exchange Act.

     (c) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form S-1 (Registration Statement No. 333-
09345), filed with the Commission pursuant to the Securities Act.

     All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act, 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 in this Registration Statement and to be part hereof
from the respective dates of filing of such documents.  Any statement contained
in a document incorporated by reference herein, or contained in this
Registration Statement, 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 document subsequently filed which is incorporated by reference
herein modifies or supersedes such statement.  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

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 authorizes, inter alia,
a corporation generally to indemnify any person ("indemnitee") who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding (other than an action by or in the right of
the corporation) by reason of the fact that such person is or was a director,
officer, employee or agent of the corporation, or is or was serving at the
request of the corporation, in a similar position with another corporation or
entity, against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in connection
with such action, suit or proceeding if he acted in good faith and in a manner
he reasonably believed to be in or not opposed to the best interests of the
corporation and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful.  With respect to actions
or suits by or in the right of the corporation, however, an indemnitee who acted
in good faith and in a manner he reasonably

                                      II-1
<PAGE>
 
believed to be in or not opposed to the best interests of the corporation is
generally limited to attorneys' fees and other expenses, and no indemnification
shall be made if such person is adjudged liable to the corporation unless and
only to the extent that a court of competent jurisdiction determines that
indemnification is appropriate.  Section 145 further provides that any
indemnification shall be made by the corporation only as authorized in each
specific case upon a determination by the (i) stockholders, (ii) board of
directors by a majority vote of a quorum consisting of directors who were not
parties to such action, suit or proceeding or (iii) independent counsel if a
quorum of disinterested directors so directs, that indemnification of the
indemnitee is proper because he has met the applicable standard of conduct.
Section 145 provides that indemnification pursuant to its provisions is not
exclusive of other rights of indemnification to which a person may be entitled
under any by-law, agreement, vote of stockholders or disinterested directors or
otherwise.

     The Company's Certificate of Incorporation provides that the Company will
indemnify, to the full extent authorized or permitted by law, any person made,
or threatened to be made, a party or witness to any action, suit or proceeding,
whether civil or criminal or otherwise, by reason of the fact that he or she is
or was a director or officer of the Company or by reason of the fact that such
director or officer, at the request of the Company, is or was serving any other
corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise, in any capacity.

     The Certificate of Incorporation also provides that no director of the
Company will be personally liable to the Company or its stockholders for
monetary damages for any breach of fiduciary duty by such a director as a
director other than for:  (i) any breach of the director's duty of loyalty to
the Company or its stockholders, (ii) acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii)
authorization of illegal dividends, or (iv) any transaction from which such
director derived an improper personal benefit.

     The Company also has directors' and officers' insurance which covers its
directors and executive officers.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED

          Not applicable

ITEM 8.   EXHIBITS

          Exhibits

          5.1  Opinion of Coudert Brothers
          23.1 Consent of Price Waterhouse LLP

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:

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

               (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;

                                      II-2
<PAGE>
 
               (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 clauses (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
clauses 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 the 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.

     The undersigned registrant hereby undertakes that, for the purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to section 13(c) or section 15(d) of the
Exchange Act (and where applicable, each filing of an employee benefit plan's
annual report pursuant to 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 that time shall be deemed to be the initial bona
fide offering thereof.

     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 provisions of clause (1) of Item 512(h) of Regulation
S-K, 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 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.

                                      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 Warsaw, State of Indiana, on this 4th day of
December, 1996.

                                    DEPUY, INC.


                                    By:             /s/ James A. Lent
                                       ---------------------------------------
                                          James A. Lent
                                      Chairman and Chief Executive Officer
<TABLE>
<CAPTION>
 
 
                         SIGNATURE                                     TITLE                  DATE
-----------------------------------------------------------  -------------------------  ----------------
<S>                                                          <C>                        <C>
 
                     /s/ James A.  Lent                      Chairman and Chief         December 4, 1996
---------------------------------------------------------    Executive Officer  
                      James A. Lent                         
 
 
            /s/ Thomas J. Oberhausen                         Senior Vice President and  December 4, 1996
-----------------------------------------------------------  Chief Financial and
              Thomas J. Oberhausen                           Accounting Officer
 
 
               /s/ Richard C. Bolesky                        Director                   December 4, 1996
-----------------------------------------------------------
               Richard C. Bolesky

 
              /s/ Richard A. Gilleland                       Director                   December 4, 1996
-----------------------------------------------------------
               Richard A. Gilleland

 
                 /s/ Gerald C. Hanes                         Director                   December 4, 1996
-----------------------------------------------------------
                   Gerald C. Hanes

 
               /s/ M.L. Lowenkron                            Director                   December 4, 1996
-----------------------------------------------------------
                M.L. Lowenkron

 
              /s/ Robert Volz, M.D.                          Director                   December 4, 1996
-----------------------------------------------------------
                Robert Volz, M.D.
 

                 /s/ Anthony Williams                        Director                   December 4, 1996
-----------------------------------------------------------
                   Anthony Williams
</TABLE>

                                      II-4
<PAGE>
 
                                 EXHIBIT INDEX

  EXHIBIT                                                       PAGE
    NO.                 DESCRIPTION                              NO.
 ---------              -----------                             -----

5.1           Opinion of Coudert Brothers
23.1          Consent of Price Waterhouse LLP
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 16318}]
{"company-data": {"conformed-name": "DEPUY INC", "cik": "0001019900", "assigned-sic": "3842", "irs-number": "351989795", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-17277", "film-number": "96676062"}, "business-address": {"street1": "PO BOX 988", "street2": "700 ORTHOPAEDIC DRIVE", "city": "WARSAW", "state": "IN", "zip": "46581-0988", "phone": "2192678143"}, "mail-address": {"street1": "PO BOX 988", "street2": "700 ORTHOPAEDIC DRIVE", "city": "WARSAW", "state": "IN", "zip": "46581-0988"}}
As filed with the Securities and Exchange Commission on December 5, 1996

                                            Registration Statement No. 333-_____
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

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

                                  DEPUY, INC.
             (Exact name of registrant as specified in its Charter)

                DELAWARE                               35-1989795
     (State or Other Jurisdiction of               (I.R.S. Employer
     Incorporation or Organization)              Identification Number)

         700 Orthopaedic Drive                            46581
            Warsaw, Indiana                            (Zip Code)
     (Address of Principal Executive Offices)

                DEPUY, INC. EMPLOYEE STOCK OPTION/PURCHASE PLAN
                            (Full Title of the Plan)
             
                      -----------------------------------

                                  DePuy, Inc.
                             700 Orthopaedic Drive
                                Warsaw, Indiana
                       Attention: Steven L. Artusi, Esq.
                    (Name and Address of Agent for Service)

                                 (219) 267-8143
         (Telephone Number, Including Area Code, of Agent for Service)

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

                                    Copy to:
                             Jeffrey E. Cohen, Esq.
                                Coudert Brothers
                          1114 Avenue of the Americas
                            New York, New York 10036
                                 (212) 626-4400

                      -----------------------------------
CALCULATION OF REGISTRATION FEE
=========================================================================================
                                       Proposed           Proposed
                         Amount         Maximum            Maximum
Title of Securities      to be      Offering Price        Aggregate         Amount of
to be Registered       Registered     Per Unit(1)     Offering Price(1)  Registration Fee
-----------------------------------------------------------------------------------------
Common Stock.........     600,000        $17.6875        $10,612,500          $3,215.91
=========================================================================================
(1) For purposes of computing the filing fee, the proposed maximum offering
    price has been estimated in accordance with Rule 457(c) based on  the
    average of the high and low prices for Common Stock reported on the New York
    Stock Exchange on November 29, 1996.
PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE

     DePuy, Inc. (the "Company") hereby incorporates by reference in this
Registration Statement the following documents and information heretofore filed
under the Securities Act of 1933, as amended (the "Securities Act"), or the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), with the
Securities and Exchange Commission (the "Commission"), except as superseded or
modified as described herein:

     (a) The Company's Prospectus included in the Company's Registration
Statement on Form S-1 (Registration Statement No. 333-09345), filed with the
Commission pursuant to the Securities Act.

     (b) The Company's quarterly report on Form 10-Q (File No. 001-12229) for
the period ended September 30, 1996, filed with the Commission pursuant to the
Exchange Act.

     (c) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form S-1 (Registration Statement No. 333-
09345), filed with the Commission pursuant to the Securities Act.

     All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act, 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 in this Registration Statement and to be part hereof
from the respective dates of filing of such documents.  Any statement contained
in a document incorporated by reference herein, or contained in this
Registration Statement, 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 document subsequently filed which is incorporated by reference
herein modifies or supersedes such statement.  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

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 authorizes, inter alia,
a corporation generally to indemnify any person ("indemnitee") who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding (other than an action by or in the right of
the corporation) by reason of the fact that such person is or was a director,
officer, employee or agent of the corporation, or is or was serving at the
request of the corporation, in a similar position with another corporation or
entity, against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in connection
with such action, suit or proceeding if he acted in good faith and in a manner
he reasonably believed to be in or not opposed to the best interests of the
corporation and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful.  With respect to actions
or suits by or in the right of the corporation, however, an indemnitee who acted
in good faith and in a manner he reasonably

                                      II-1
believed to be in or not opposed to the best interests of the corporation is
generally limited to attorneys' fees and other expenses, and no indemnification
shall be made if such person is adjudged liable to the corporation unless and
only to the extent that a court of competent jurisdiction determines that
indemnification is appropriate.  Section 145 further provides that any
indemnification shall be made by the corporation only as authorized in each
specific case upon a determination by the (i) stockholders, (ii) board of
directors by a majority vote of a quorum consisting of directors who were not
parties to such action, suit or proceeding or (iii) independent counsel if a
quorum of disinterested directors so directs, that indemnification of the
indemnitee is proper because he has met the applicable standard of conduct.
Section 145 provides that indemnification pursuant to its provisions is not
exclusive of other rights of indemnification to which a person may be entitled
under any by-law, agreement, vote of stockholders or disinterested directors or
otherwise.

     The Company's Certificate of Incorporation provides that the Company will
indemnify, to the full extent authorized or permitted by law, any person made,
or threatened to be made, a party or witness to any action, suit or proceeding,
whether civil or criminal or otherwise, by reason of the fact that he or she is
or was a director or officer of the Company or by reason of the fact that such
director or officer, at the request of the Company, is or was serving any other
corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise, in any capacity.

     The Certificate of Incorporation also provides that no director of the
Company will be personally liable to the Company or its stockholders for
monetary damages for any breach of fiduciary duty by such a director as a
director other than for:  (i) any breach of the director's duty of loyalty to
the Company or its stockholders, (ii) acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii)
authorization of illegal dividends, or (iv) any transaction from which such
director derived an improper personal benefit.

     The Company also has directors' and officers' insurance which covers its
directors and executive officers.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED

          Not applicable

ITEM 8.   EXHIBITS

          Exhibits

          5.1  Opinion of Coudert Brothers
          23.1 Consent of Price Waterhouse LLP

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:

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

               (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;

                                      II-2
(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 clauses (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
clauses 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 the 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.

     The undersigned registrant hereby undertakes that, for the purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to section 13(c) or section 15(d) of the
Exchange Act (and where applicable, each filing of an employee benefit plan's
annual report pursuant to 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 that time shall be deemed to be the initial bona
fide offering thereof.

     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 provisions of clause (1) of Item 512(h) of Regulation
S-K, 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 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.

                                      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 Warsaw, State of Indiana, on this 4th day of
December, 1996.

                                    DEPUY, INC.

                                    By:             /s/ James A. Lent
                                       ---------------------------------------
                                          James A. Lent
                                      Chairman and Chief Executive Officer
SIGNATURE                                     TITLE                  DATE
-----------------------------------------------------------  -------------------------  ----------------
/s/ James A.  Lent                      Chairman and Chief         December 4, 1996
---------------------------------------------------------    Executive Officer  
                      James A. Lent                         
 
 
            /s/ Thomas J. Oberhausen                         Senior Vice President and  December 4, 1996
-----------------------------------------------------------  Chief Financial and
              Thomas J. Oberhausen                           Accounting Officer
 
 
               /s/ Richard C. Bolesky                        Director                   December 4, 1996
-----------------------------------------------------------
               Richard C. Bolesky

 
              /s/ Richard A. Gilleland                       Director                   December 4, 1996
-----------------------------------------------------------
               Richard A. Gilleland

 
                 /s/ Gerald C. Hanes                         Director                   December 4, 1996
-----------------------------------------------------------
                   Gerald C. Hanes

 
               /s/ M.L. Lowenkron                            Director                   December 4, 1996
-----------------------------------------------------------
                M.L. Lowenkron

 
              /s/ Robert Volz, M.D.                          Director                   December 4, 1996
-----------------------------------------------------------
                Robert Volz, M.D.
 

                 /s/ Anthony Williams                        Director                   December 4, 1996
-----------------------------------------------------------
                   Anthony Williams
II-4
EXHIBIT INDEX

  EXHIBIT                                                       PAGE
    NO.                 DESCRIPTION                              NO.
 ---------              -----------                             -----

5.1           Opinion of Coudert Brothers
23.1          Consent of Price Waterhouse LLP