As filed with the Securities and Exchange Commission on August 13, 1997

                                                      Registration No. 333-
________________________________________________________________________________
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    Form S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                              BIONX IMPLANTS, INC.
             (Exact name of registrant as specified in its charter)

    Delaware                                                22-3458598
(State or other jurisdiction of                            (I.R. S. Employer)
incorporation or organization)                              Identification No.)

1777 Sentry Parkway West, Gwynedd Hall, Suite 400
Blue Bell, Pennsylvania 19422                                 19422
(Address of Principal Executive Offices)                    (Zip Code)

                              BIONX IMPLANTS, INC.
                      1996 STOCK OPTION/STOCK ISSUANCE PLAN
                            (Full title of the plan)

                                David W. Anderson
                              Bionx Implants, Inc.
                1777 Sentry Parkway West, Gwynedd Hall, Suite 400
                          Blue Bell, Pennsylvania 19422
            (Name, address and telephone number, including area code,
                              of agent for service)

                                 with a copy to:
                            Peter H. Ehrenberg, Esq.
                Lowenstein, Sandler, Kohl, Fisher & Boylan, P.C.
                              65 Livingston Avenue
                           Roseland, New Jersey 07068

                         CALCULATION OF REGISTRATION FEE
_______________________________________________________________________________
                                  Proposed        Proposed
Title of                          maximum         maximum
securities                        offering        aggregate       Amount of
to be             Amount to be    price per       offering        registration
registered        registered      unit (1)        price           fee
________________________________________________________________________________

Common Stock,
par value $.0019
per share         850,000 sh.(2)   $27.31         $23,213,500      $7,035
________________________________________________________________________________

(1)  Pursuant to Rule 457,  the  proposed  maximum  offering  price per share is
     estimated   solely  for  the  purpose  of  computing   the  amount  of  the
     registration  fee and is based  on the  average  of the high and low  sales
     price of the Common Stock of the registrant reported on the National Market
     System  of  the  National   Association  of  Securities  Dealers  Automated
     Quotation System on August 11, 1997.

(2)  Plus  such  indeterminate  number  of  additional  shares  as shall  become
     issuable  pursuant to the anti-dilution  provisions of the  above-mentioned
     options.
________________________________________________________________________________


PART II  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The following documents, filed by Bionx Implants, Inc. (the "Company") with
the Securities and Exchange  Commission  (the "SEC") are hereby  incorporated by
reference:

     (a) the Company's Prospectus,  dated April 25, 1997, filed pursuant to Rule
424(b) under the Securities Act of 1933, as amended;

     (b) the Company's Quarterly Report on Form 10-Q for the quarter ended March
31, 1997;

     (c) the Company's Current Report on Form 8-K dated May 20, 1997; and

     (d) the  description  of the Common  Stock of the Company  contained in the
Company's Form 8-A declared effective by the SEC on April 24, 1997.

     All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities  Exchange Act of 1934, prior to the filing
of a post-effective  amendment which indicates that all securities  offered 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
a part hereof from the date of filing of such documents. Any statement contained
herein or in a document  incorporated  or deemed to be incorporated by reference
herein  shall be  deemed to be  modified  or  superseded  for  purposes  of this
registration  statement  to the  extent  that  such  statement  is  modified  or
superseded by a  subsequently  filed  document  which also is or is deemed to be
incorporated by reference  herein.  Any such statement so modified or superseded
shall not be deemed to constitute a part of this  registration  statement except
as so modified or superseded.

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 permits a corporation
to include in its charter  documents,  and in agreements between the corporation
and  its   directors   and   officers,   provisions   expanding   the  scope  of
indemnification beyond that specifically provided by the current law.

     The Company's Certificate of Incorporation  provides that the Company shall
indemnify to the fullest extent permitted by Section 145 of the Delaware General
Corporation  Law,  and the  Compan's  by-laws  provide  that the Company  shall
indemnify  to the  fullest  extent  permitted  by law,  all  present  and former
directors and officers,  and any such person  serving or agreeing to serve as an
officer or director (or, in the case of the Certificate of  Incorporation in any
other  capacity),  with  any  other  enterprise  at the  Company's  request,  in
connection with any proceeding  threatened,  pending or instituted  against such
party by reason of their  serving or  agreeing  to serve in such  capacity.  The
Company's  Certificate  of  Incorporation  also permits  indemnification  of the
Company's  agents extending to the limits created by Delaware law. The Company's
By-Laws describe certain procedures applicable to indemnification rights.

Item 7.  Exemption from Registration Claimed.

     Not Applicable.

Item 8.  Exhibits.

     4.1 Registrant's  Restated  Certificate of Incorporation is incorporated by
reference  to  Exhibit  3.2 of  Amendment  No.  4 to  Registrant's  Registration
Statement on Form S-1 (No. 333-22359).

     5.1 Opinion of Lowenstein, Sandler, Kohl, Fisher & Boylan, P.C.

     23.1 Independent Auditors' Consent (KPMG Peat Marwick LLP)

     23.2 Consent of Lowenstein,  Sandler, Kohl, Fisher & Boylan, P.C. (included
in Exhibit 5.1)

     24.1 Power of Attorney

Item 9.  Undertakings.

     The undersigned registrant hereby undertakes:

     (1) To file,  during  any  period in which  offers  or sales  are  made,  a
post-effective amendment to this registration statement:

          (i)  To include any  prospectus  required  by Section  10(a)(3) of the
               Securities Act of 1993;

          (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; and

          (iii)To include any material  information  with respect to the plan of
               distribution   not  previously   disclosed  in  the  registration
               statement  or any  material  change  to such  information  in the
               registration statement;

     Provided,  however,  that Paragraphs (1)(i) and (1)(ii) do not apply if the
registration  statement is on Form S-3 or Form S-8 and the information  required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant  pursuant to Section 13 or 15(d) of the
Securities  Exchange  Act of 1934  that are  incorporated  by  reference  in the
registration statement.

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

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

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

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors,  officers or  controlling  persons of the
registrant pursuant to the foregoing  provisions,  or otherwise,  the registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such indemnification is against public policy as expressed in the Securities Act
of  1933  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  that  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 of 1933 and will be governed by the final  adjudication  of such
issue.

                                   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 Town of Blue Bell, State of Pennsylvania,  on the 13th day of
August, 1997.

                                                BIONX IMPLANTS, INC.

                                                By: /s/ David W. Anderson
                                                    ____________________________
                                                    David W. Anderson, President

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

<TABLE>

       Signatures                                Title                                 Date

<S>                                    <C>                                             <C> 
/s/ Terry D. Wall*                     Chairman of the Board                           August 13, 1997
Terry D. Wall

/s/David W. Anderson                   Director, President and Chief                   August 13, 1997
David W. Anderson                      Executive Officer

/s/David J. Bershad*                   Director                                        August 13, 1997
David J. Bershad

/s/Anthony J. Dimun*                   Director                                        August 13, 1997
Anthony J. Dimun

/s/David H. MacCallum, Jr.*            Director                                        August 13, 1997
David H. MacCallum, Jr.

/s/Pertti Tormala*                     Director                                        August 13, 1997
Pertti Tormala

/s/Michael J. O'Brien*                 Chief Financial and Accounting                  August 13, 1997
Michael J. O'Brien                     Officer

</TABLE>

                                       *By:/s/David W. Anderson
                                             _______________________
                                               David W. Anderson,
                                               Attorney-in-Fact


<PAGE>
                                  EXHIBIT INDEX


Exhibit No.                                    Description

  4.1                Registrant's Restated Certificate of Incorporation
                     (incorporated by reference)

  5.1                Opinion of Lowenstein, Sandler, Kohl, Fisher & Boylan, P.C.

 23.1                Independent Auditors' Consent (KPMG Peat Marwick LLP)

 23.2                Consent of Lowenstein, Sandler, Kohl, Fisher & Boylan, P.C.
                     is included in Exhibit 5.1

 24.1                Power of Attorney
[{"type": "S-8", "sequence": "1", "description": "1996 STOCK OPTION/STOCK ISSUANCE PLAN", "secsgml_size_bytes": 13807}]
{"company-data": {"conformed-name": "BIONX IMPLANTS INC", "cik": "0001030418", "assigned-sic": "3841", "irs-number": "223458598", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-33541", "film-number": "97659616"}, "business-address": {"street1": "279B GREAT VALLEY PKWY", "city": "MALVERN", "state": "PA", "zip": "19355", "phone": "6102960919"}, "mail-address": {"street1": "279B GREAT VALLEY PARKWAY", "city": "MALVERN", "state": "PA", "zip": "19355"}, "former-company": {"former-conformed-name": "BIONIX INC", "date-changed": "19970109"}}
As filed with the Securities and Exchange Commission on August 13, 1997

                                                      Registration No. 333-
________________________________________________________________________________
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    Form S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                              BIONX IMPLANTS, INC.
             (Exact name of registrant as specified in its charter)

    Delaware                                                22-3458598
(State or other jurisdiction of                            (I.R. S. Employer)
incorporation or organization)                              Identification No.)

1777 Sentry Parkway West, Gwynedd Hall, Suite 400
Blue Bell, Pennsylvania 19422                                 19422
(Address of Principal Executive Offices)                    (Zip Code)

                              BIONX IMPLANTS, INC.
                      1996 STOCK OPTION/STOCK ISSUANCE PLAN
                            (Full title of the plan)

                                David W. Anderson
                              Bionx Implants, Inc.
                1777 Sentry Parkway West, Gwynedd Hall, Suite 400
                          Blue Bell, Pennsylvania 19422
            (Name, address and telephone number, including area code,
                              of agent for service)

                                 with a copy to:
                            Peter H. Ehrenberg, Esq.
                Lowenstein, Sandler, Kohl, Fisher & Boylan, P.C.
                              65 Livingston Avenue
                           Roseland, New Jersey 07068

                         CALCULATION OF REGISTRATION FEE
_______________________________________________________________________________
                                  Proposed        Proposed
Title of                          maximum         maximum
securities                        offering        aggregate       Amount of
to be             Amount to be    price per       offering        registration
registered        registered      unit (1)        price           fee
________________________________________________________________________________

Common Stock,
par value $.0019
per share         850,000 sh.(2)   $27.31         $23,213,500      $7,035
________________________________________________________________________________

(1)  Pursuant to Rule 457,  the  proposed  maximum  offering  price per share is
     estimated   solely  for  the  purpose  of  computing   the  amount  of  the
     registration  fee and is based  on the  average  of the high and low  sales
     price of the Common Stock of the registrant reported on the National Market
     System  of  the  National   Association  of  Securities  Dealers  Automated
     Quotation System on August 11, 1997.

(2)  Plus  such  indeterminate  number  of  additional  shares  as shall  become
     issuable  pursuant to the anti-dilution  provisions of the  above-mentioned
     options.
________________________________________________________________________________

PART II  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The following documents, filed by Bionx Implants, Inc. (the "Company") with
the Securities and Exchange  Commission  (the "SEC") are hereby  incorporated by
reference:

     (a) the Company's Prospectus,  dated April 25, 1997, filed pursuant to Rule
424(b) under the Securities Act of 1933, as amended;

     (b) the Company's Quarterly Report on Form 10-Q for the quarter ended March
31, 1997;

     (c) the Company's Current Report on Form 8-K dated May 20, 1997; and

     (d) the  description  of the Common  Stock of the Company  contained in the
Company's Form 8-A declared effective by the SEC on April 24, 1997.

     All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities  Exchange Act of 1934, prior to the filing
of a post-effective  amendment which indicates that all securities  offered 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
a part hereof from the date of filing of such documents. Any statement contained
herein or in a document  incorporated  or deemed to be incorporated by reference
herein  shall be  deemed to be  modified  or  superseded  for  purposes  of this
registration  statement  to the  extent  that  such  statement  is  modified  or
superseded by a  subsequently  filed  document  which also is or is deemed to be
incorporated by reference  herein.  Any such statement so modified or superseded
shall not be deemed to constitute a part of this  registration  statement except
as so modified or superseded.

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 permits a corporation
to include in its charter  documents,  and in agreements between the corporation
and  its   directors   and   officers,   provisions   expanding   the  scope  of
indemnification beyond that specifically provided by the current law.

     The Company's Certificate of Incorporation  provides that the Company shall
indemnify to the fullest extent permitted by Section 145 of the Delaware General
Corporation  Law,  and the  Compan's  by-laws  provide  that the Company  shall
indemnify  to the  fullest  extent  permitted  by law,  all  present  and former
directors and officers,  and any such person  serving or agreeing to serve as an
officer or director (or, in the case of the Certificate of  Incorporation in any
other  capacity),  with  any  other  enterprise  at the  Company's  request,  in
connection with any proceeding  threatened,  pending or instituted  against such
party by reason of their  serving or  agreeing  to serve in such  capacity.  The
Company's  Certificate  of  Incorporation  also permits  indemnification  of the
Company's  agents extending to the limits created by Delaware law. The Company's
By-Laws describe certain procedures applicable to indemnification rights.

Item 7.  Exemption from Registration Claimed.

     Not Applicable.

Item 8.  Exhibits.

     4.1 Registrant's  Restated  Certificate of Incorporation is incorporated by
reference  to  Exhibit  3.2 of  Amendment  No.  4 to  Registrant's  Registration
Statement on Form S-1 (No. 333-22359).

     5.1 Opinion of Lowenstein, Sandler, Kohl, Fisher & Boylan, P.C.

     23.1 Independent Auditors' Consent (KPMG Peat Marwick LLP)

     23.2 Consent of Lowenstein,  Sandler, Kohl, Fisher & Boylan, P.C. (included
in Exhibit 5.1)

     24.1 Power of Attorney

Item 9.  Undertakings.

     The undersigned registrant hereby undertakes:

     (1) To file,  during  any  period in which  offers  or sales  are  made,  a
post-effective amendment to this registration statement:

          (i)  To include any  prospectus  required  by Section  10(a)(3) of the
               Securities Act of 1993;

          (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; and

          (iii)To include any material  information  with respect to the plan of
               distribution   not  previously   disclosed  in  the  registration
               statement  or any  material  change  to such  information  in the
               registration statement;

     Provided,  however,  that Paragraphs (1)(i) and (1)(ii) do not apply if the
registration  statement is on Form S-3 or Form S-8 and the information  required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant  pursuant to Section 13 or 15(d) of the
Securities  Exchange  Act of 1934  that are  incorporated  by  reference  in the
registration statement.

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

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

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

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors,  officers or  controlling  persons of the
registrant pursuant to the foregoing  provisions,  or otherwise,  the registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such indemnification is against public policy as expressed in the Securities Act
of  1933  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  that  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 of 1933 and will be governed by the final  adjudication  of such
issue.

                                   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 Town of Blue Bell, State of Pennsylvania,  on the 13th day of
August, 1997.

                                                BIONX IMPLANTS, INC.

                                                By: /s/ David W. Anderson
                                                    ____________________________
                                                    David W. Anderson, President

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

       Signatures                                Title                                 Date
/s/ Terry D. Wall*                     Chairman of the Board                           August 13, 1997
Terry D. Wall

/s/David W. Anderson                   Director, President and Chief                   August 13, 1997
David W. Anderson                      Executive Officer

/s/David J. Bershad*                   Director                                        August 13, 1997
David J. Bershad

/s/Anthony J. Dimun*                   Director                                        August 13, 1997
Anthony J. Dimun

/s/David H. MacCallum, Jr.*            Director                                        August 13, 1997
David H. MacCallum, Jr.

/s/Pertti Tormala*                     Director                                        August 13, 1997
Pertti Tormala

/s/Michael J. O'Brien*                 Chief Financial and Accounting                  August 13, 1997
Michael J. O'Brien                     Officer
*By:/s/David W. Anderson
                                             _______________________
                                               David W. Anderson,
                                               Attorney-in-Fact
EXHIBIT INDEX

Exhibit No.                                    Description

  4.1                Registrant's Restated Certificate of Incorporation
                     (incorporated by reference)

  5.1                Opinion of Lowenstein, Sandler, Kohl, Fisher & Boylan, P.C.

 23.1                Independent Auditors' Consent (KPMG Peat Marwick LLP)

 23.2                Consent of Lowenstein, Sandler, Kohl, Fisher & Boylan, P.C.
                     is included in Exhibit 5.1

 24.1                Power of Attorney