<PAGE>1
    As filed with the Securities and Exchange Commission on November 18, 1996

                                                        Registration No. 333-

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

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                          XOMED SURGICAL PRODUCTS, INC.
             (Exact name of registrant as specified in its charter)

         Delaware                                            06-1393528
(State or other jurisdiction                              (I.R.S. Employer
of incorporation or organization)                      Identification Number)

                           6743 Southpoint Drive North
                           Jacksonville, Florida 32216
                                 (904) 296-9600
                        (Address, including zip code, and
                        telephone number, including area
                      code, of principal executive offices)

Second Amended and Restated Xomed Surgical Products, Inc. 1996 Stock Option Plan
                            (Full title of the plan)

                                 James T. Treace
                      President and Chief Executive Officer
                          Xomed Surgical Products, Inc.
                           6743 Southpoint Drive North
                           Jacksonville, Florida 32216
                                 (904) 296-9600
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)


                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
----------------------- ---------------------- ------------------------- --------------------- ----------------------
                                                                         Proposed maximum
                                                                         aggregate offering
Title of securities                            Proposed maximum          price (1)             Amount of
to be registered        Amount to be           offering price per                              registration fee
                        registered             share (1)
----------------------- ---------------------- ------------------------- --------------------- ----------------------
<S>                     <C>                    <C>                       <C>                   <C>
Common Stock, $.01
par value per share
                        653,400                $22.375                   $14,619,825           $4,430.25
</TABLE>
------------------------

      (1)      Estimated  solely for calculating the amount of the  registration
               fee,  pursuant to Rule 457(h)  under the  Securities  Act of 1933
               (the "Securities Act").


<PAGE>2


                                    PART II

                          INFORMATION REQUIRED IN THE
                             REGISTRATION STATEMENT

Item 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The  following  documents,  filed  with  the  Securities  and
Exchange Commission  (the  "Commission")  by Xomed  Surgical  Products,  Inc.,
a Delaware Corporation (the "Company"), are incorporated herein by reference:

          (a) The Company's Prospectus filed in connection with its
         Registration Statement on Form S-1  (Registration  No.  333-10515)(the
         "Form S-1"), filed on August 20, 1996, as amended by  Amendments  Nos.
         1, 2, 3 and 4 filed on  September  13,  1996,  October 1, 1996,
         October 10, 1996 and October 10, 1996, respectively,  pursuant to the
         Securities Act of 1933 as amended (the "Securities Act").

          (b) The description of the common stock of the Company, par value
         $.01 per share (the "Common  Stock"),  incorporated  by  reference
         into the Company's   Registration   Statement  on  Form  8-A
         (Registration  No.  000-21517)  filed  on  October  10,  1996
         pursuant  to the  Securities Exchange Act of 1934  (the  "Exchange
         Act") and contained in the Form S-1.

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

Item 4.  DESCRIPTION OF SECURITIES

         Inapplicable

Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         Inapplicable


Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         The Company's  Restated  Certificate  of  Incorporation  (the
"Restated Certificate")  provides that the Company shall  indemnify  each
person who is or was a  director,  officer  or  employee  of the  Company to
the  fullest  extent permitted under Section 145 of the Delaware General
Corporation Law. Section 145 of the Delaware

<PAGE>3


General  Corporation  Law empowers a Delaware  corporation to indemnify any
person  who  was or is a  party  or is  threatened  to be  made a  party  to
any threatened,  pending or completed  action,  suit or  proceeding,  whether
civil, criminal,  administrative  or  investigative  (other than an action by
or in the right of such  corporation)  by reason of the fact that such  person
is or was a director,  officer, employee or agent of such corporation,  or is
or was serving at the request of such corporation as a director,  officer,
employee or agent of another  corporation  or  enterprise.  A corporation  may
indemnify  such person against expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred by such
person 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.  A  corporation  may, in advance of the final
disposition  of any  civil,  criminal,  administrative  or investigative
action, suit or proceeding, pay the expenses (including attorneys' fees)
incurred by any officer or director in defending  such  action,  provided that
the  director  or  officer  undertakes  to repay  such  amount  if it shall
ultimately  be  determined  that he is not  entitled  to be  indemnified  by
the corporation.

         A Delaware  corporation  may  indemnify  officers  and  directors in
an action by or in the right of the  corporation to procure a judgment in its
favor under the same conditions,  except that no  indemnification is permitted
without judicial  approval  if the  officer or  director is adjudged to be
liable to the corporation.  Where an  officer  or  director  is  successful  on
the  merits or otherwise in the defense of any action referred to above,  the
corporation  must indemnify him against the expenses (including attorneys'
fees) which he actually and reasonably incurred in connection therewith. The
indemnification provided is not deemed to be  exclusive  of any other rights to
which an officer or director may be entitled under any corporation's by-law,
agreement, vote or otherwise.

         The Restated  Certificate  provides that a director of the Company
will not be personally liable to the Company or its stockholders for monetary
damages for breach of fiduciary  duty as a director,  except for  liability
(i) for any breach of the  director's  duty of loyalty to the  Company or its
stockholders, (ii) for acts or  omissions  not in good  faith  or  which
involve  intentional misconduct  or a  knowing  violation  of law,  (iii)
under  Section  174 of the Delaware General Corporation Law, which concerns
unlawful payments of dividends, stock  purchases  or  redemption,  or (iv) for
any  transaction  from  which the director derived an improper personal
benefit.

         While the Restated  Certificate provides directors with protection
from awards for  monetary  damages for  breaches  of their duty of care,  it
does not eliminate such duty. Accordingly, the

<PAGE>4


Restated  Certificate  will have no effect on the availability of equitable
remedies such as an injunction or rescission based on a director's breach of
his or her duty of care. The provisions of the Restated Certificate  described
above apply  to an  officer  of the  Company  only if he or she is a  director
of the Company and is acting in his or her  capacity as  director,  and do not
apply to officers of the Company who are not directors.

Item 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Inapplicable

Item 8.  EXHIBITS

Exhibit No.

         4.1      Second Restated Certificate of Incorporation (incorporated by
                  reference to the Form S-1, Exhibit 3.1.2).

         4.2      Restated By-Laws of the Company (incorporated by reference to
                  the Form S-1, Exhibit 3.2.2).

         5        Opinion of Willkie Farr & Gallagher as to the validity of the
                  shares to be issued.

         23.1     Consent of Ernst & Young LLP.

         23.2     Consent of Willkie Farr & Gallagher (contained in Exhibit 5).

         24       Powers of Attorney (reference is made to the signature page
                  hereof).

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;

                  (ii)     to  reflect  in the  prospectus  any  facts or
                           events arising after the effective date of this
                           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
                           this Registration Statement;



<PAGE>5


                  (iii)    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;

PROVIDED,  HOWEVER,  that  paragraphs  (a)(i)  and  (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 Company
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, 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.

                   (c) 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. The undersigned  registrant  hereby undertakes that, for purposes
of determining any liability under the Securities Act, each filing of the
Company's annual  report  pursuant to Section  13(a) or Section  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.  Insofar  as  indemnification  for  liabilities  arising  under
the Securities Act may be permitted to directors,  officers and controlling
persons of the Company pursuant to the foregoing provisions,  or otherwise,
the Company 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
Company of expenses incurred or paid by a director,  officer or  controlling
person of the Company 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 Company  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.

<PAGE>6


                                  SIGNATURES

         Pursuant  to  the  requirements  of the  Securities  Act,  the
Company 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 Jacksonville,  State of Florida, on
the 18th day of November, 1996.

                                            XOMED SURGICAL PRODUCTS, INC.



                                            By:     /s/ James T. Treace
                                                  James T. Treace
                                                  President and
                                                    Chief Executive Officer



<PAGE>7


         Each of the undersigned officers and directors of Xomed Surgical
Products, Inc. hereby severally constitutes and appoints James T. Treace, F.
Barry Bays and Thomas E. Timbie, and each of them, as the true and lawful
attorneys-in-fact for the undersigned, in any and all capacities, with full
power of substitution, to sign any and all amendments to this Registration
Statement (including post-effective amendments), and to file the same with
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact, 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, as fully to
all intents and purposes as he or she might or could do in person,  hereby
ratifying and  confirming all that said  attorneys-in-fact,  or either of them,
may lawfully do or cause to be done by virtue hereof.


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

         Signature                         Title                     Date


/s/ James T. Treace             President, Chief Executive     November 18, 1996
------------------------        Officer and Chairman of the
James T. Treace                 Board of Directors (Principal
                                Executive Officer)
                                Vice President, Finance and
/s/ Thomas E. Timbie            Chief Financial Officer        November 18, 1996
------------------------        (Principal Financial and
Thomas E. Timbie                Accounting Officer)



/s/ Richard B. Emmitt           Director                       November 18, 1996
------------------------
Richard B. Emmitt


/s/ Paul H. Klingenstein        Director                       November 18, 1996
------------------------
Paul H. Klingenstein


/s/ William R. Miller           Director                       November 18, 1996
------------------------
William R. Miller


/s/ Rodman W. Moorhead, III     Director                       November 18, 1996
---------------------------
Rodman W. Moorhead, III


/s/ James E. Thomas             Director                       November 18, 1996
------------------------
James E. Thomas


/s/ Elizabeth H. Weatherman     Director                       November 18, 1996
---------------------------
Elizabeth H. Weatherman



<PAGE>8


                               INDEX TO EXHIBITS


Exhibit No.     Description of Exhibit

   5            Opinion of Willkie Farr & Gallagher as to the validity of
                the shares to be issued.

   23.1         Consent of Ernst & Young LLP.

   23.2         Consent of Willkie Farr & Gallagher (contained in Exhibit 5).
[{"type": "S-8", "sequence": "1", "description": "S-8 REGISTRATION STATEMENT", "secsgml_size_bytes": 17429}]
{"company-data": {"conformed-name": "XOMED SURGICAL PRODUCTS INC", "cik": "0001016181", "assigned-sic": "3841", "irs-number": "061393528", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-16267", "film-number": "96668152"}, "business-address": {"street1": "6743 SOUTHPOINT DRIVE N.", "city": "JACKSONVILLE", "state": "FL", "zip": "32216", "phone": "9042969600"}, "mail-address": {"street1": "6743 SOUTHPOINT DRIVE N", "city": "JACKSONVILLE", "state": "FL", "zip": "32216"}}
1
    As filed with the Securities and Exchange Commission on November 18, 1996

                                                        Registration No. 333-

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

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                          XOMED SURGICAL PRODUCTS, INC.
             (Exact name of registrant as specified in its charter)

         Delaware                                            06-1393528
(State or other jurisdiction                              (I.R.S. Employer
of incorporation or organization)                      Identification Number)

                           6743 Southpoint Drive North
                           Jacksonville, Florida 32216
                                 (904) 296-9600
                        (Address, including zip code, and
                        telephone number, including area
                      code, of principal executive offices)

Second Amended and Restated Xomed Surgical Products, Inc. 1996 Stock Option Plan
                            (Full title of the plan)

                                 James T. Treace
                      President and Chief Executive Officer
                          Xomed Surgical Products, Inc.
                           6743 Southpoint Drive North
                           Jacksonville, Florida 32216
                                 (904) 296-9600
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
----------------------- ---------------------- ------------------------- --------------------- ----------------------
                                                                         Proposed maximum
                                                                         aggregate offering
Title of securities                            Proposed maximum          price (1)             Amount of
to be registered        Amount to be           offering price per                              registration fee
                        registered             share (1)
----------------------- ---------------------- ------------------------- --------------------- ----------------------
Common Stock, $.01
par value per share
                        653,400                $22.375                   $14,619,825           $4,430.25
------------------------

      (1)      Estimated  solely for calculating the amount of the  registration
               fee,  pursuant to Rule 457(h)  under the  Securities  Act of 1933
               (the "Securities Act").
2

                                    PART II

                          INFORMATION REQUIRED IN THE
                             REGISTRATION STATEMENT

Item 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The  following  documents,  filed  with  the  Securities  and
Exchange Commission  (the  "Commission")  by Xomed  Surgical  Products,  Inc.,
a Delaware Corporation (the "Company"), are incorporated herein by reference:

          (a) The Company's Prospectus filed in connection with its
         Registration Statement on Form S-1  (Registration  No.  333-10515)(the
         "Form S-1"), filed on August 20, 1996, as amended by  Amendments  Nos.
         1, 2, 3 and 4 filed on  September  13,  1996,  October 1, 1996,
         October 10, 1996 and October 10, 1996, respectively,  pursuant to the
         Securities Act of 1933 as amended (the "Securities Act").

          (b) The description of the common stock of the Company, par value
         $.01 per share (the "Common  Stock"),  incorporated  by  reference
         into the Company's   Registration   Statement  on  Form  8-A
         (Registration  No.  000-21517)  filed  on  October  10,  1996
         pursuant  to the  Securities Exchange Act of 1934  (the  "Exchange
         Act") and contained in the Form S-1.

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

Item 4.  DESCRIPTION OF SECURITIES

         Inapplicable

Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         Inapplicable

Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         The Company's  Restated  Certificate  of  Incorporation  (the
"Restated Certificate")  provides that the Company shall  indemnify  each
person who is or was a  director,  officer  or  employee  of the  Company to
the  fullest  extent permitted under Section 145 of the Delaware General
Corporation Law. Section 145 of the Delaware
3

General  Corporation  Law empowers a Delaware  corporation to indemnify any
person  who  was or is a  party  or is  threatened  to be  made a  party  to
any threatened,  pending or completed  action,  suit or  proceeding,  whether
civil, criminal,  administrative  or  investigative  (other than an action by
or in the right of such  corporation)  by reason of the fact that such  person
is or was a director,  officer, employee or agent of such corporation,  or is
or was serving at the request of such corporation as a director,  officer,
employee or agent of another  corporation  or  enterprise.  A corporation  may
indemnify  such person against expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred by such
person 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.  A  corporation  may, in advance of the final
disposition  of any  civil,  criminal,  administrative  or investigative
action, suit or proceeding, pay the expenses (including attorneys' fees)
incurred by any officer or director in defending  such  action,  provided that
the  director  or  officer  undertakes  to repay  such  amount  if it shall
ultimately  be  determined  that he is not  entitled  to be  indemnified  by
the corporation.

         A Delaware  corporation  may  indemnify  officers  and  directors in
an action by or in the right of the  corporation to procure a judgment in its
favor under the same conditions,  except that no  indemnification is permitted
without judicial  approval  if the  officer or  director is adjudged to be
liable to the corporation.  Where an  officer  or  director  is  successful  on
the  merits or otherwise in the defense of any action referred to above,  the
corporation  must indemnify him against the expenses (including attorneys'
fees) which he actually and reasonably incurred in connection therewith. The
indemnification provided is not deemed to be  exclusive  of any other rights to
which an officer or director may be entitled under any corporation's by-law,
agreement, vote or otherwise.

         The Restated  Certificate  provides that a director of the Company
will not be personally liable to the Company or its stockholders for monetary
damages for breach of fiduciary  duty as a director,  except for  liability
(i) for any breach of the  director's  duty of loyalty to the  Company or its
stockholders, (ii) for acts or  omissions  not in good  faith  or  which
involve  intentional misconduct  or a  knowing  violation  of law,  (iii)
under  Section  174 of the Delaware General Corporation Law, which concerns
unlawful payments of dividends, stock  purchases  or  redemption,  or (iv) for
any  transaction  from  which the director derived an improper personal
benefit.

         While the Restated  Certificate provides directors with protection
from awards for  monetary  damages for  breaches  of their duty of care,  it
does not eliminate such duty. Accordingly, the
4

Restated  Certificate  will have no effect on the availability of equitable
remedies such as an injunction or rescission based on a director's breach of
his or her duty of care. The provisions of the Restated Certificate  described
above apply  to an  officer  of the  Company  only if he or she is a  director
of the Company and is acting in his or her  capacity as  director,  and do not
apply to officers of the Company who are not directors.

Item 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Inapplicable

Item 8.  EXHIBITS

Exhibit No.

         4.1      Second Restated Certificate of Incorporation (incorporated by
                  reference to the Form S-1, Exhibit 3.1.2).

         4.2      Restated By-Laws of the Company (incorporated by reference to
                  the Form S-1, Exhibit 3.2.2).

         5        Opinion of Willkie Farr & Gallagher as to the validity of the
                  shares to be issued.

         23.1     Consent of Ernst & Young LLP.

         23.2     Consent of Willkie Farr & Gallagher (contained in Exhibit 5).

         24       Powers of Attorney (reference is made to the signature page
                  hereof).

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;

                  (ii)     to  reflect  in the  prospectus  any  facts or
                           events arising after the effective date of this
                           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
                           this Registration Statement;
5

                  (iii)    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;

PROVIDED,  HOWEVER,  that  paragraphs  (a)(i)  and  (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 Company
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, 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.

                   (c) 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. The undersigned  registrant  hereby undertakes that, for purposes
of determining any liability under the Securities Act, each filing of the
Company's annual  report  pursuant to Section  13(a) or Section  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.  Insofar  as  indemnification  for  liabilities  arising  under
the Securities Act may be permitted to directors,  officers and controlling
persons of the Company pursuant to the foregoing provisions,  or otherwise,
the Company 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
Company of expenses incurred or paid by a director,  officer or  controlling
person of the Company 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 Company  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,  the
Company 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 Jacksonville,  State of Florida, on
the 18th day of November, 1996.

                                            XOMED SURGICAL PRODUCTS, INC.

                                            By:     /s/ James T. Treace
                                                  James T. Treace
                                                  President and
                                                    Chief Executive Officer
7

         Each of the undersigned officers and directors of Xomed Surgical
Products, Inc. hereby severally constitutes and appoints James T. Treace, F.
Barry Bays and Thomas E. Timbie, and each of them, as the true and lawful
attorneys-in-fact for the undersigned, in any and all capacities, with full
power of substitution, to sign any and all amendments to this Registration
Statement (including post-effective amendments), and to file the same with
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact, 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, as fully to
all intents and purposes as he or she might or could do in person,  hereby
ratifying and  confirming all that said  attorneys-in-fact,  or either of them,
may lawfully do or cause to be done by virtue hereof.

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

         Signature                         Title                     Date

/s/ James T. Treace             President, Chief Executive     November 18, 1996
------------------------        Officer and Chairman of the
James T. Treace                 Board of Directors (Principal
                                Executive Officer)
                                Vice President, Finance and
/s/ Thomas E. Timbie            Chief Financial Officer        November 18, 1996
------------------------        (Principal Financial and
Thomas E. Timbie                Accounting Officer)

/s/ Richard B. Emmitt           Director                       November 18, 1996
------------------------
Richard B. Emmitt

/s/ Paul H. Klingenstein        Director                       November 18, 1996
------------------------
Paul H. Klingenstein

/s/ William R. Miller           Director                       November 18, 1996
------------------------
William R. Miller

/s/ Rodman W. Moorhead, III     Director                       November 18, 1996
---------------------------
Rodman W. Moorhead, III

/s/ James E. Thomas             Director                       November 18, 1996
------------------------
James E. Thomas

/s/ Elizabeth H. Weatherman     Director                       November 18, 1996
---------------------------
Elizabeth H. Weatherman
8

                               INDEX TO EXHIBITS

Exhibit No.     Description of Exhibit

   5            Opinion of Willkie Farr & Gallagher as to the validity of
                the shares to be issued.

   23.1         Consent of Ernst & Young LLP.

   23.2         Consent of Willkie Farr & Gallagher (contained in Exhibit 5).