SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

LENO SAM R

(Last)

(First)

(Middle)

C/O ZIMMER, INC.

P. O. BOX 708

(Street)

WARSAW

46580

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ZIMMER HOLDINGS INC [ ZMH ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP Corp Fin and Ops and CFO

3. Date of Earliest Transaction (Month/Day/Year)
02/26/2004

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/26/2004		M		904	A	$25.73	57,383	D
Common Stock	02/26/2004		S		904	D	$77.5	56,479	D
Common Stock	02/26/2004		M		24,096	A	$27.3	80,575	D
Common Stock	02/26/2004		S		24,096	D	$76.99	56,479	D
Common Stock	02/27/2004		M		13,046	A	$27.3	69,525	D
Common Stock	02/27/2004		S		13,046	D	$76.5	56,479	D
Common Stock	02/27/2004		M		11,954	A	$30.19	68,433	D
Common Stock	02/27/2004		S		11,954	D	$76.44	56,479⁽¹⁾	D
Common Stock								435⁽²⁾	I	By 401(k) Plan

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (right to buy)	$25.73	02/26/2004		M			904	⁽³⁾	07/15/2011	Common Stock	904	$0	50,903	D
Employee Stock Option (right to buy)	$27.3	02/26/2004		M			24,096	⁽⁴⁾	09/05/2011	Common Stock	24,096	$0	50,189	D
Employee Stock Option (right to buy)	$27.3	02/27/2004		M			13,046	⁽⁴⁾	09/05/2011	Common Stock	13,046	$0	37,143	D
Employee Stock Option (right to buy)	$30.19	02/27/2004		M			11,954	⁽⁵⁾	01/01/2012	Common Stock	11,954	$0	88,046	D

Explanation of Responses:

1. Includes 575 shares acquired under the Zimmer Holdings, Inc. Employee Stock Purchase Plan from June 30, 2003 through December 31, 2003.

2. This figure is based upon a Zimmer Holdings, Inc. 401(k) Plan statement dated February 20, 2004.

3. 25,452 of the options vested on each of July 16, 2002 and 2003. 25,451 options will vest on July 16, 2004 and 25,452 options will vest on July 16, 2005.

4. 18,571 of the options vested on each of September 6, 2002 and 2003. 18,571 options will vest on September 6, 2004 and 18,572 options will vest on September 6, 2005.

5. 25,000 of the options vested on each of January 2, 2003 and 2004. 25,000 options will vest on each of January 2, 2005 and 2006.

Remarks:

	Chad F. Phipps, Attorney in Fact for Sam R. Leno (power of attorney previously filed)	03/01/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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