<PAGE>
   As filed with the Securities and Exchange Commission on September 12, 1997
                                                      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)

 Third 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)

<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE

----------------------- ---------------------- ------------------------- --------------------- ----------------------
<S>                     <C>                    <C>                       <C>                  <C>    
Title of securities                            Proposed maximum          Proposed maximum      Amount of
to be registered        Amount to be           offering price per        aggregate offering    registration fee
                        registered (1)         share (2)                 price (2)         
----------------------- ---------------------- ------------------------- --------------------- ----------------------
Common Stock, $.01
par value per share     300,000                $19.6875                  $5,906,250            $1,790
                        
------------------------
</TABLE>

      (1)      Represents the  additional  shares of Common Stock issuable under
               Xomed Surgical  Products,  Inc.'s Third Amended and Restated 1996
               Stock Option Plan.

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

     Pursuant  to Rule  429 of the  General  Rules  and  Regulations  under  the
Securities Act of 1933, the Prospectus related to this Registration Statement is
a  combined  Prospectus  which  also  relates  to  Registration   Statement  No.
333-16267,  previously  filed by the Registrant on Form S-8, as to which 579,050
shares of Common Stock having an aggregate  offering price of  $12,956,243  (for
which a registration  fee of $3,927 was paid) remain unsold.  This  Registration
Statement also  constitutes  Post-Effective  Amendment No. 1 with respect to the
Registrant's  Registration  Statement  No.  333-16267  and  such  Post-Effective
Amendment shall hereafter become effective  concurrently  with the effectiveness
of this Registration Statement in accordance with Section 8(c) of the Securities
Act of 1933.



<PAGE>


                                     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 Annual Report on Form 10-K for the fiscal year ended
         December 31, 1996,  filed  pursuant to the  Securities  Exchange Act of
         1934 (the "Exchange Act");

          (b) The  Company's  Quarterly  Report on Form 10-Q,  for the quarterly
         period ended March 29, 1997, filed pursuant to the Exchange Act;

          (c) The  Company's  Quarterly  Report on Form 10-Q,  for the quarterly
         period ended June 28, 1997, filed pursuant to the Exchange Act;

          (d) 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 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


<PAGE>




Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         The  Company's  Second  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  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,

<PAGE>


     (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 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.

         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

<PAGE>


                       fundamental  change in the  information set forth in this
                       Registration Statement;

                   (iii) to include any material information with respect to the
                       plan of  distribution  not  previously  disclosed  in the
                       Registration  Statement  or any  material  change to such
                       information in 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>







                                   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 12th day of
September, 1997.

                             XOMED SURGICAL PRODUCTS, INC.



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



<PAGE>




         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, as amended,
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      September 12, 1997
------------------------     Officer and Chairman of the  
James T. Treace              Board of Directors (Principal
                             Executive Officer)           
                             

/s/ Thomas E. Timbie         Vice President, Finance and     September 12, 1997
------------------------     Chief Financial Officer 
Thomas E. Timbie             (Principal Financial and
                             Accounting Officer)     
                             

/s/ Richard B. Emmitt        Director                        September 12, 1997
------------------------
Richard B. Emmitt


/s/ Paul H. Klingenstein     Director                        September 12, 1997
------------------------ 
Paul H. Klingenstein


/s/ William R. Miller        Director                        September 12, 1997
-------------------------
William R. Miller


                             Director                        September 12, 1997
---------------------------
Rodman W. Moorhead, III


/s/ James E. Thomas          Director                        September 12, 1997
-------------------------
James E. Thomas


/s/ Elizabeth H. Weatherman  Director                        September 12, 1997
---------------------------
Elizabeth H. Weatherman


<PAGE>




                                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": "FORM S-8", "secsgml_size_bytes": 18035}]
{"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": "333-35541", "film-number": "97679838"}, "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"}}
As filed with the Securities and Exchange Commission on September 12, 1997
                                                      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)

 Third 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

----------------------- ---------------------- ------------------------- --------------------- ----------------------
Title of securities                            Proposed maximum          Proposed maximum      Amount of
to be registered        Amount to be           offering price per        aggregate offering    registration fee
                        registered (1)         share (2)                 price (2)         
----------------------- ---------------------- ------------------------- --------------------- ----------------------
Common Stock, $.01
par value per share     300,000                $19.6875                  $5,906,250            $1,790
                        
------------------------
(1)      Represents the  additional  shares of Common Stock issuable under
               Xomed Surgical  Products,  Inc.'s Third Amended and Restated 1996
               Stock Option Plan.

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

     Pursuant  to Rule  429 of the  General  Rules  and  Regulations  under  the
Securities Act of 1933, the Prospectus related to this Registration Statement is
a  combined  Prospectus  which  also  relates  to  Registration   Statement  No.
333-16267,  previously  filed by the Registrant on Form S-8, as to which 579,050
shares of Common Stock having an aggregate  offering price of  $12,956,243  (for
which a registration  fee of $3,927 was paid) remain unsold.  This  Registration
Statement also  constitutes  Post-Effective  Amendment No. 1 with respect to the
Registrant's  Registration  Statement  No.  333-16267  and  such  Post-Effective
Amendment shall hereafter become effective  concurrently  with the effectiveness
of this Registration Statement in accordance with Section 8(c) of the Securities
Act of 1933.
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 Annual Report on Form 10-K for the fiscal year ended
         December 31, 1996,  filed  pursuant to the  Securities  Exchange Act of
         1934 (the "Exchange Act");

          (b) The  Company's  Quarterly  Report on Form 10-Q,  for the quarterly
         period ended March 29, 1997, filed pursuant to the Exchange Act;

          (c) The  Company's  Quarterly  Report on Form 10-Q,  for the quarterly
         period ended June 28, 1997, filed pursuant to the Exchange Act;

          (d) 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 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  Second  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  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 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.

         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;

                   (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 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.
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 12th day of
September, 1997.

                             XOMED SURGICAL PRODUCTS, INC.

                             By: /s/ James T. Treace
                                James T. Treace
                                President and
                                 Chief Executive Officer
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, as amended,
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      September 12, 1997
------------------------     Officer and Chairman of the  
James T. Treace              Board of Directors (Principal
                             Executive Officer)           
                             

/s/ Thomas E. Timbie         Vice President, Finance and     September 12, 1997
------------------------     Chief Financial Officer 
Thomas E. Timbie             (Principal Financial and
                             Accounting Officer)     
                             

/s/ Richard B. Emmitt        Director                        September 12, 1997
------------------------
Richard B. Emmitt

/s/ Paul H. Klingenstein     Director                        September 12, 1997
------------------------ 
Paul H. Klingenstein

/s/ William R. Miller        Director                        September 12, 1997
-------------------------
William R. Miller

                             Director                        September 12, 1997
---------------------------
Rodman W. Moorhead, III

/s/ James E. Thomas          Director                        September 12, 1997
-------------------------
James E. Thomas

/s/ Elizabeth H. Weatherman  Director                        September 12, 1997
---------------------------
Elizabeth H. Weatherman
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).