10-K

             UNITED STATES SECURITIES AND EXCHANGE COMMISSION

                          Washington, D.C. 20549

                                 FORM 10-K

 ( X )    Annual Report Pursuant to Section 13 or 15(d) of the Securities
          Exchange Act of 1934 (Fee Required)

          For the fiscal year ended June 30, 1995

                                    or

 (   )    Transition Report Pursuant to Section 13 or 15(d) of the Securities
          Exchange Act of 1934 (No Fee Required)
 
          For the transition period from

                                    to

          Commission File Number 0-3274

                            CORDIS CORPORATION

Incorporated in the                                              I.R.S. Employer
State of Florida                                   Identification No. 59-0870525

            14201 N.W. 60th Avenue, Miami Lakes, Florida 33014

                              (305) 824-2000

        Securities registered pursuant to Section 12(b) of the Act:

                                   None

        Securities registered pursuant to Section 12(g) of the Act:

                         Common Stock $1 Par Value

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.  Yes   X    No      

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.  (   )

The aggregate market value of voting stock held by non-affiliates of Cordis
Corporation was approximately $982.6 million at August 15, 1995.

At August 15, 1995, 16,393,672 shares of common stock were outstanding.

                    DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Proxy Statement for the Annual Meeting of Stockholders to be
held October 10, 1995, are incorporated by reference into Part III.

There are 123 pages included in this Form 10-K report.  The exhibit index is at
page 36.

                                  Part I

Item 1.  Business

General Development of Business and Industry Segments

The Company was incorporated in the State of Florida in 1959.  The Company
presently maintains its principal headquarters at 14201 N.W. 60th Avenue, Miami
Lakes, Florida 33014.  The telephone number is (305) 824-2000.  

In April 1994, the Company, through a wholly owned subsidiary, acquired all of
the outstanding stock of Webster Laboratories, Inc. ("Webster"), a company which
develops and manufactures electrophysiology catheters for the diagnosis and
treatment of cardiac arrhythmias.  The transaction was accounted for as a
pooling of interests.

The Company operates in a single industry segment consisting of the design,
manufacture and sale of medical devices, primarily angiographic catheters,
neuroscience devices and other related medical devices (See Note 9 of Notes to
Consolidated Financial Statements).

Description of Business

The Company's net sales, with approximate breakdowns by major product class
during the past three fiscal years, were as follows (in thousands): 

                                        Years ended June 30,       
                                1995            1994           1993    
                                          
Angiographic products        $425,703          $320,579     $250,322
Neuroscience products          17,467            15,963       17,124

       Total                 $443,170          $336,542     $267,446
                                         
Angiographic Products

The Company manufactures an extensive line of angiographic devices for the
diagnosis and treatment of various cardiovascular diseases.  The diagnostic
devices include catheters and related equipment that are inserted into a
patient's circulatory system to allow introduction of contrast media enabling a
physician to study the heart, blood vessels and other soft-tissue organs for the
purpose of determining the proper treatment of patients exhibiting disorders of
such tissues.  Other diagnostic devices include electrophysiology catheters that
are used to diagnose the patient's electrical system in order to identify and
locate electrical conduction abnormalities.  The interventional devices include
balloon dilatation catheters, guiding catheters, steerable guidewires and
accessory products which are used to treat such patients. 

Neuroscience Products

The Company manufactures and sells several types of neuroscience products,
including implantable cerebrospinal fluid ("CSF") shunts for the treatment of
hydrocephalus (an excess accumulation of CSF in the ventricles of the brain) and
disposable intracranial pressure monitoring and drainage systems. 

Principal Markets, Methods of Distribution

The Company's products are sold worldwide to hospitals, other medical
institutions and physicians.  No customer individually accounts for a material
amount of the Company's total sales. In the U.S., all products are sold directly
through full-time employee sales representatives.  Outside the U.S., they are
sold through employee sales representatives and distributors.  The Company
maintains inventories of products in various locations worldwide.  Periodically,
backlog orders have occurred, but none have been material to the Company's
business.  An increasing number of hospitals in the U.S. participate in group
purchase organizations.  These organizations negotiate prices on behalf of their
member organizations.  The Company's business is generally not subject to
seasonal fluctuations. 

Sources and Availability of Raw Materials

The Company's products incorporate components manufactured internally and others
purchased from external suppliers.  Most purchased components could be obtained
from multiple sources if necessary.

Patents, Trademarks and Licenses

The Company currently owns over 350 patents, has several patents pending on
certain of its products and files applications to obtain patents on new
inventions when practical.  Additionally, the Company has and endeavors to
obtain licenses from third parties for technology it deems necessary or
beneficial to the conduct of its business.  The industry in which the Company
competes has been characterized by rapid technological advances. Except as noted
in Note 8 of Notes to Consolidated Financial Statements, the Company does not
believe its business is materially dependent on any individual patent.  

Competition

Success in the medical device field is dependent upon product quality,
reliability, design features, service, price, and the relationship between the
Company and the physicians and group purchasing organizations utilizing the
products.  The Company believes that its product lines are competitive with
other product lines in the market. 

The Company's products compete with those of a number of other domestic and
foreign manufacturers. In the sale of angiographic products the Company competes
with several manufacturers, including divisions of C.R. Bard, Inc., Boston
Scientific, Guidant Corporation and Pfizer, Inc., some of whom compete in the
sale of diagnostic products, others in the sale of interventional products, and
some in both.  Based upon current information the Company believes that it is a
leading provider of diagnostic angiographic products and a less substantial
provider in the sale of interventional angiographic products. 

With the rapid progress of medical technology the Company's products are always
subject to the risk of obsolescence through the introduction of new products or
techniques. 

International Operations

In addition to the U.S. manufacturing operations, the Company manufactures
products at its facilities in Roden, The Netherlands, and Biot, France.  The
Company's European headquarters is presently located in Waterloo, Belgium. The
Company maintains sales and marketing offices in many European and other
countries. 

Operations in countries outside the U.S. are subject to certain financial and
other risks, including currency restrictions, currency exchange fluctuations and
changes in foreign laws.  Several countries in which the Company does business
have enacted laws and regulations that are protectionist in nature and have
resulted in increased costs and operational efforts by the Company in order to
continue to effectively compete in those countries.  The Company does not
presently believe that such laws and regulations will have a material adverse
effect on the Company's foreign operations. 




Research and Development

The Company is continually engaged in product development and improvement
programs.  A major portion of development resources are devoted to
interventional angiographic devices and to a lesser extent to diagnostic
devices.  Additionally, the Company invests a portion of development funds on
advanced technologies for the treatment of vascular diseases.  During the fiscal
years ended June 30, 1995, 1994 and 1993, the Company spent approximately $35.3
million, $26.0 million and $20.1 million, respectively, on research and
development activities.  The Company has not engaged in material customer or
government sponsored research.

Government Regulation

The Company's activities are regulated by the United States Food and Drug
Administration ("FDA") and several state and foreign governmental authorities. 
The FDA regulations govern the testing, marketing and registration of new
medical devices, in addition to regulating manufacturing practices, labeling and
record keeping procedures.  The process of obtaining clearance from the FDA to
market products either through pre-market approvals or pre-market notifications
is costly and time consuming and can delay the marketing and sale of the
Company's products.  Additionally, there is no assurance that such approval will
be granted.  The FDA is empowered to perform unannounced inspections of the
Company's facilities and operations and to restrain violations of the Food, Drug
and Cosmetic Act.

Medical device laws, ranging from device approval requirements to requests for
product data and price controls, are in effect in many countries in which the
Company does business outside the United States.  In addition, government
reimbursement policies for health care costs are becoming increasingly
significant factors for medical device companies.  Currently, U.S. Congress is
considering various health care reforms that are designed to reduce the cost of
existing government and private insurance programs.  It is uncertain at this
time what impact, if any, the health care reform efforts will have on the
Company. Any changes that limit or reduce reimbursement for the Company's
products could have a material adverse effect on the financial condition of
the Company. 

The Company is also subject to federal, state and local laws which regulate the
discharge of materials into the environment and which seek to protect the
environment.  Compliance with such laws has not resulted in material
expenditures nor are such expenditures anticipated to have a material adverse
effect on the Company's business. 

Employees

As of June 30, 1995, the Company and its subsidiaries had approximately 3,620 
full time and part time employees. 

Financial Information Relating to Foreign and Domestic Operations and Export
Sales 

For a summary of foreign and domestic operations and segment reporting, see Note
9 of Notes to Consolidated Financial Statements. 

Item 2.  Properties

The Company's principal facilities, located in Miami Lakes, Florida; Roden, The
Netherlands; Biot, France and Baldwin Park, California, consist of manufacturing
plants and research and administrative offices.  The Company owns most of its
principal facilities and its production machinery and equipment.  The Company
continually evaluates the need for expansion of facilities based on its expected
growth.  The Company will relocate its Corporate Headquarters to a separate
location in the Miami, Florida area in 1995.  Management believes the Company's
manufacturing facilities are presently adequate for current levels of operation.

In September 1991 the Company subleased its former Administrative and Technical
Center ("ATC") to a third party for a term equal to the remaining term of its
capitalized lease.  In December 1994, the sublessee's parent sold the assets of
the sublessee to an unrelated third party.  In June 1995, the sublessee
exercised its option to cancel the sublease effective November 1995 (see Note 8
of Notes to Consolidated Financial Statements). 

Item 3.  Legal Proceedings

For a summary of legal proceedings, see Note 8 of Notes to Consolidated
Financial Statements.

Item 4.  Submission of Matters to a Vote of Security Holders

Not applicable.


EXECUTIVE OFFICERS

The executive officers of the Company as of August 15, 1995 are as follows: 


        Name             Age             Position                 

Robert C. Strauss        54   President and Chief Executive Officer

Diane M. Barrett         34   Treasurer

Tony R. Brown            56   Vice President, and President and Chief
                              Executive Officer, Cordis Webster, Inc.

Jeffrey G. Gold          47   Vice President, and President, Cordis
                              Endovascular Systems, Inc. 

Daniel G. Hall           48   Vice President, Legal Affairs, Secretary
                              and General Counsel 

Joseph C. Hamberger      44   Vice President, Chief Information Officer

Rudy J. Kranys           58   Senior Vice President, Worldwide Research
                              and Product Development 

Charles R. McDowell      58   Vice President, Corporate Relations and
                              Assistant Secretary 

Philip J. Monks          47   Vice President, Worldwide Marketing and
                              Sales

Alfred J. Novak          47   Vice President and Chief Financial Officer 

Barbara G. Ramseyer      47   Vice President, Regulatory Affairs and
                              Quality Assurance 

Egbert Ratering          47   Vice President, Worldwide Manufacturing

Fernando V. Sanchez      42   Vice President and Controller 

George von Klan          66   Vice President, Latin American Operations 

Wilton W. Webster        67   Vice President and Senior Scientific
                              Advisor, and Founder and Senior Scientific
                              Advisor, Cordis Webster, Inc.

Robert C. Strauss was elected President and Chief Executive Officer of the
Company in February 1987.  He joined the Company in 1983 as Vice President and
Chief Financial Officer and was elected Senior Vice President in March 1986. 

Diane M. Barrett joined the Company in June 1990 as Manager, Internal Audit. 
From May 1992 through December 1992 she served as Senior Manager, Corporate
Finance.  In December 1992 she was elected to the additional position of
Assistant Treasurer and in June 1993 was elected Director, Corporate Finance and
Assistant Treasurer. She remained in that position until her election as
Treasurer in June 1994.  Prior to employment by the Company, she served as an
Audit Manager with Arthur Andersen & Co.

Tony R. Brown was elected Vice President of the Company in April 1994, upon the
merger of Webster with a Company subsidiary.  Mr. Brown has served as President
and Chief Executive Officer of Webster from April 1993 to the present date. 
Prior to joining Webster, he served as Chief Operating Officer of Bio-Rad
Laboratories, Inc. between August 1990 and April 1993.  From August 1986 to
August 1990 he served as President of Bentley Laboratories.

Jeffrey G. Gold joined the Company in May 1978 as Assistant Program Manager,
Angiographic Systems, and was promoted to Director, Manufacturing and
Development in February 1982, and Vice President, Manufacturing, North American
Operations in February 1991.  In August 1991, he was elected to the position of
Vice President, Research and Development, North American Operations.  In August
1993, he was elected Vice President and President, Cordis Endovascular Systems,
Inc. 

Joseph C. Hamberger joined the Company in June 1995 as Vice President, Chief
Information Officer.  Prior to joining the Company, he was Director and Chief
Information Officer for the Ryder Dedicated Logistics division of Ryder Systems,
Inc. from January 1994 to June 1995.  Prior to 1994, he served as Principal of
CTSG, a consulting company.  From May 1985 through 1990 he was Vice President,
Chief Information Officer of Hallmark Electronics.  Prior to this he was with
General Electric Company for eighteen years.

Daniel G. Hall joined the Company as General Counsel in December 1981.  He was
elected to the additional position of Assistant Secretary in February 1982 and
Secretary in July 1982.  In April 1987, he was elected Vice President, Legal
Affairs, Secretary and General Counsel. 

Rudy J. Kranys joined the Company in October 1984 as Vice President and
President of the Angiographic Products Division.  In April 1987, he was elected
Senior Vice President, North American Operations, and in August 1994, he was
elected Senior Vice President, Operations, Americas Division.  In June 1995, his
title was changed to Senior Vice President, Worldwide Research and Product
Development. 

Charles R. McDowell joined the Company in January 1976 as Assistant to the
Executive Vice President.  He was named Assistant to the President in February
1977 and was elected to the position of Assistant Secretary in July 1982.  In
February 1985, he was elected to the additional position of Vice President,
Corporate Relations. 

Philip J. Monks joined the Company in August 1978 as a sales representative in
the United Kingdom.  From 1980 through March 1985, he served as Division manager
for the United Kingdom and as Sales Manager for Scandinavia. He became Director,
European Sales in April 1985, and was promoted to Division Vice President, Sales
and Marketing, Europe in 1987.  In June 1990 he was elected Vice President,
European Marketing and Sales, and in August 1994, he was elected Vice President,
Marketing and Sales, European Division.  In June 1995 his title was changed to
Vice President, Worldwide Marketing and Sales. 

Alfred J. Novak was elected Vice President and Chief Financial Officer in August
1989 and assumed the additional title of Treasurer from August 1991 until June
1994.  He joined the Company in April 1984 as Manager, Affiliate Operations and
in February 1987 was elected President and Chief Executive Officer of Norland
Corporation, a former subsidiary of the Company.  In July 1987, he was elected
Vice President, Corporate Development and subsequently in February 1988 he was
elected Vice President, Administration.

Barbara G. Ramseyer was elected Vice President, Regulatory Affairs and Quality
Assurance in August 1991.  Prior to joining the Company she was Director-
Corporate Regulatory Affairs for the Hospital Products Group of Pfizer, Inc.
since 1984.

Egbert Ratering joined the Company's subsidiary in Roden, The Netherlands, in
March 1974 as Finance and Accounting Manager.  He became European Controller in
1978, and was promoted to Director of Finance, Europe in July 1984.  In March
1987 he was promoted to Division Vice President, Finance, Europe and was elected
Vice President, European Operations in June 1990. In August 1994, he was elected
Vice President, Operations, European Division.  In June 1995, his title was
changed to Vice President, Worldwide Manufacturing.  

Fernando V. Sanchez joined the Company in January 1991 as Vice President and
Controller.  Prior to joining the Company he was Vice President, Finance for
Racal-Milgo, Inc., from June 1988.  For three years prior, he served as
Controller for Racal-Milgo, Inc. 

George von Klan joined the Company in April 1984 as Director of Sales, Europe
and the Middle East.  In February 1985, he was elected Vice President, European
Marketing. In April 1987, he was elected Vice President, International Marketing
and Sales.  In August 1995, his title was changed to Vice President, Latin
American Operations.

Wilton W. Webster, Jr., founder of Webster, was elected Vice President and
Senior Scientific Advisor of the Company in April 1994, upon the merger of
Webster with a Company subsidiary.  In October 1994 he was elected as a Director
of the Company.  He served as President, Chief Executive Officer and Chief
Engineer of Webster from its inception to April 1993.  From April 1993 he served
as Vice President and Chief Engineer, Vice President, Research and Development
and Chief Engineer from April 1994 through December 1994, and Founder and Senior
Scientific Advisor to the present date.

The executive officers hold office for one year or until their successors are
elected by the Board of Directors. 

                                  Part II

Item 5. Market for the Registrant's Common Stock and Related Shareholder Matters

The Company's common stock is traded in the over-the-counter market and is
quoted in the NASDAQ National Market System under the symbol CORD.  The
following table sets forth the high and low sale prices of the Company's common
stock for the period from July 1, 1993 through June 30, 1995 reported in the
NASDAQ National Market System.  Sale prices represent quotations between dealers
without adjustment for retail markups, markdowns or commissions, and may not
represent actual transactions.

     Fiscal Year                             High Sale     Low Sale
                       
        1994
                    First Quarter.....        $35-1/2      $27-3/4
                    Second Quarter....         50-1/2       31-1/2
                    Third Quarter.....         54-1/2       41-1/4
                    Fourth Quarter....         54-1/4       38    
        1995
                    First Quarter.....        $57-1/4      $36
                    Second Quarter....         61-3/4       51-1/4
                    Third Quarter.....         73-3/4       57-1/2
                    Fourth Quarter....         80           60-1/2
 
As of August 15, 1995, the number of shareholders of record of the common stock
was 987.  The Company has not paid cash dividends to date and has no present
intention to do so (see Note 3 of Notes to Consolidated Financial Statements).


Item 6.  Selected Financial Data

Five-Year Summary of Operations and Financial Information 
(Dollars in thousands except per share amounts)


                               1995      1994     1993       1992      1991  
 
Net sales                     $443,170  $336,542 $267,446 $230,477  $202,560

Income from continuing
 operations before cumulative
 effect of accounting change  $ 50,208  $ 37,491 $ 31,466 $ 25,731  $ 20,085
                         
Earnings per share:
Income from continuing
 operations before cumulative    
 effect of accounting change  $   3.00  $   2.27 $   1.94 $   1.65  $   1.32
                         

Total assets                  $394,962  $288,127 $210,519 $171,986  $143,635


Long-term liabilities         $ 19,109  $  9,128 $  7,993 $  9,677  $ 29,948

Cash dividends declared per
 common share                 $      -  $      - $      - $      -  $      - 






Item 7.  Management's Discussion and Analysis of Financial
         Condition and Results of Operations      

Liquidity and Capital Resources

Cash and cash equivalents increased $52.0 million (107%) to $100.6 million at
June 30, 1995 compared to June 30, 1994.  Working capital increased by $67.2
million (53%) in the same period, and the current ratio increased to 3.1 from
2.7.  The long-term debt to equity ratio remained constant at approximately
zero. During 1995, cash generated from operations was $65.6 million compared to
$41.7 million in 1994. The $23.9 million increase was principally due to
increased income before cumulative effect of accounting change and
proportionately lower cash invested in accounts receivable and inventory levels.

Cash used in investing activities decreased $10.1 million from $30.8 million in
1994 to $20.7 million in 1995.  The principal components of the decrease were
the proceeds from the sale of short-term investments in 1995 versus the purchase
of such investments in 1994, offset partly by a $4.9 million increase in capital
expenditures.  Most of the increase in capital additions was attributable to the
expansion of manufacturing operations.

Cash of $4.8 million was provided by financing activities in 1995 compared to
cash used of $4.4 million in 1994.  The principal causes of the $9.2 million
increase were repurchases of common stock of $7.6 million in 1994 which did not
recur in 1995 and higher proceeds from the issuance of common stock.

Total assets increased $108.9 million (38%) to $395.0 million at June 30, 1995
from $286.1 million at June 30, 1994.  The increase occurred principally in the
following areas:

-  Cash and cash equivalents increased $52.0 million for the reasons outlined
   above.
   
-  Accounts receivable increased $21.3 million (26%), due principally to the
   sales increase in the fourth quarter of 1995, where sales grew $26.8
   million (28%) over the fourth quarter of 1994.

-  Inventories increased by $10.4 million (22%) to meet the increased demand
   for the Company's products, evidenced by the growth rate in fourth quarter
   sales indicated above.

-  Net property, plant and equipment increased $17.2 million due to higher
   spending worldwide on projects associated with the interventional and
   diagnostic cardiology markets.

Current liabilities increased $19.8 million (27%) due to higher royalties and 
accounts payable balances.

The Company has a $25 million line of credit and a $2 million letter of credit
facility with a U.S. bank. No borrowings were outstanding under the agreement at
either June 30, 1995 or 1994.  In addition, the Company continues its policy of
borrowing funds in Europe to provide financing of local receivables and to
partially hedge its foreign currency positions.  At June 30, 1995 and 1994, such
loans totaled $9.8 million and $9.1 million.   

In September 1991 the Company subleased ATC which is held under a capitalized
lease until December 31, 2005 (see Note 8 of Notes to Consolidated Financial
Statements). In December 1994, the sublessee's parent sold the assets of the
sublessee to an unrelated third party.  In June 1995, the sublessee exercised
its option to cancel the sublease effective November 1995 and will pay a
termination penalty of $5.45 million upon vacating the building.  The Company
believes that the proceeds from the termination penalty, combined with the
current reserve for future costs, will be sufficient to cover the carrying
costs of the building until a replacement tenant can be found.  Accordingly,
the Company does not believe that the cancellation of the sublease will have a
material effect on the future liquidity or financial condition of the Company.

Management anticipates that cash generated from operations and utilization of
its credit lines, if necessary, will be sufficient to meet the Company's current
operating requirements and the lease payments and other obligations of ATC over
the lease term.  On a long-term basis, management will continue to address the
Company's liquidity requirements and implement necessary financing strategies. 

Results of Operations:

Sales

Net sales in fiscal 1995 were $443.2 million, an increase of $106.6 million
(32%) from fiscal 1994.  Sales in fiscal 1994 were $336.5 million, $69.1 million
(26%) higher than fiscal 1993.  Had currency exchange rates remained constant
throughout the periods, the increases in sales in 1995 over 1994 and in 1994
over 1993 would have been 25% and 32%, respectively.

1995 compared to 1994:

Worldwide sales of angiographic products were $425.7 million in 1995, an
increase of $105.1 million (33%) from 1994's sales of $320.6 million.  Had
currency exchange rates remained constant, the increase would have been 26%.

U.S. angiographic products sales were $162.1 million in 1995, up $21.9
million (16%) from 1994.  The increase was principally due to higher sales
volumes of interventional cardiology products (PTCA balloon catheters and PTCA
guiding catheters), offset significantly by the effects of lower average selling
prices for such products due to competitive pricing pressures in the U.S.
angioplasty market.

Foreign angiographic products sales were $263.6 million in 1995, which
represented an increase of $83.2 million (46%) from 1994 (34% at constant
currency exchange rates), and accounted for 62% of worldwide angiography sales
compared to 56% last year.  As was the case in the U.S., foreign sales benefited
from increased sales volumes of interventional cardiology products, but also
experienced erosion of average selling prices which partially offset the volume
increase, although to a lesser extent than the U.S.

The trend of increasing unit sales volumes and declining average selling prices
has continued to have a net positive effect on U.S. and foreign interventional
cardiology sales revenues in the first quarter of fiscal 1996.

Sales of neuroscience products were $17.5 million in 1995, an increase of $1.5
million (9%) from 1994.  The increase was principally due to sales volume
increases and favorable currency exchange rate translation effects in Europe. 
Had currency exchange rates remained constant throughout the periods, the
increase in worldwide sales of neuroscience products would have been 5%.

1994 compared to 1993:

In 1994, worldwide sales of angiographic products were $320.6 million, which
represented an increase of $70.3 million (28%, 34% at constant currency exchange
rates) from 1993.

Sales of angiographic products in the U.S. were $140.2 million in 1994, an
increase of $27.1 million (24%) over 1993.  The increase was due to increased
sales volumes of interventional angiography products, partially offset by an
adverse price variance due to lower average selling prices of such products.

Foreign angiographic products sales of $180.4 million in 1994 increased by $43.2
million (31%, 43% at constant currency exchange rates) from 1993.  The increase
was principally due to increased sales volumes of interventional cardiology and
diagnostic cardiology products, and, to a lesser extent, increased average
selling prices.

Sales of neuroscience products in 1994 were $1.2 million (7%) lower than 1993,
due principally to adverse currency exchange rate translation effects in Europe.
At constant currency exchange rates, the year-to-year decrease would have
been 1%.

Operating Costs and Expenses

Cost of goods sold, expressed as a percentage of net sales, was 40% in each of
the years ended June 30, 1995 and 1994, and was 39% for the year ended June 30,
1993. Comparing 1995 to 1994, product costs as a percentage of net sales were
slightly higher in 1995, due to the adverse effect of the erosion of average
selling prices on interventional cardiology products mentioned previously in the
discussion of 1995's sales, but this effect was offset by other items such as a
more favorable sales mix and proportionately lower expenses in other cost of
goods sold categories. Comparing 1994 to 1993, 1994's cost of goods sold
expressed as a percentage of net sales was one percentage point higher than
1993.  Although favorable sales mix resulted in lower product costs in 1994,
this effect was more than offset by higher royalty expenses.  Under the terms of
a settlement agreement with C.R. Bard, in December 1993, the Company elected to
pay a license fee for the license of PTCA balloon catheter technology. 
Utilizing a five year amortization period from the agreement date of May 1991,
the Company expensed $1.9 million of the $3.0 million license fee in 1994, of
which $1.3 million related to the period from May 1991 to June 1993.  Royalty
expenses, which included the $1.9 million license fee, were 2% of sales in 1994
 compared to 1% in 1993.  

Research and development ("R&D") expenses were $35.3 million in 1995, which
represented an increase of $9.3 million (36%) over 1994.  The increase was
principally due to higher spending on products for the interventional and
diagnostic cardiology and neuroradiology markets.  Comparing 1994 to 1993,
R&D expense of $26.0 million in 1994 was $5.8 million (29%) higher than 1993,
due to higher spending on products for the interventional cardiology,
electrophysiology and neuroradiology markets.  Had currency exchange rates
remained constant throughout the periods, R&D expenses would have increased by
30% in 1995 compared to 1994 and by 33% in 1994 compared to 1993.  Expressed as 
a percentage of net sales, R&D expenses were 8% in each of the three years ended
June 30, 1995.

Selling, general and administrative ("SG&A") expenses were $145.4 million in
1995, an increase of $29.6 million (26%) from 1994.  The increase was
principally caused by higher sales and marketing salaries, travel and
promotional expenses attributable to the 32% increase in sales, and higher legal
costs and employee benefits.  SG&A expenses of $115.8 million in 1994 were $21.7
million (23%) higher than 1993; the increase was largely due to the same factors
that affected 1995.  At constant currency exchange rates, the respective
increases in SG&A expenses for 1995 and 1994 would have been 20% and 29%. 
Expressed as a percent of net sales, SG&A expenses were 33%, 34% and 35%,
respectively, for the years ended June 30, 1995, 1994 and 1993.

Other Expenses (Income) 

Net interest and other expense, including litigation settlements of $5.2 million
in both years related to the Company's former pacing operations, was $5.6
million in 1995 compared to $2.4 million in 1994, an increase of $3.2 million
(136%).  The increase was principally due to higher costs associated with one of
the lawsuits and other expenses.  Comparing 1994 with 1993, net interest and
other expense was $3.0 million lower; the decrease was attributable to higher
interest income and lower losses from reserves for an uncollectible investment
and other items which did not recur.



Income Taxes

Expressed as a percent of pretax income, the income tax provisions for 1995,
1994 and 1993 were 37%, 36% and 26%, respectively.  The one percentage point
increase in 1995's effective income tax rate compared to 1994 was caused
primarily by an increase in the U.S. effective rate due to a decrease in tax
credits available.  The ten percentage point increase in 1994's rate compared to
1993 was principally due to an increase in the U.S. effective rate resulting
from the adoption of a new accounting standard for income taxes at the beginning
of fiscal 1994.

Cumulative Effect of Accounting Change

Effective July 1, 1993, the Company adopted Statement of Financial Accounting
Standards No. 109, "Accounting for Income Taxes".  The cumulative effect on
prior periods of this accounting change of $10.1 million or $0.61 per share is
reported as a one-time benefit in the Consolidated Statement of Operations for
1994.

Net Income

Income before the cumulative effect of an accounting change was $50.2 million in
1995, an increase of $12.7 million (34%) over 1994. Net income was $50.2 million
in 1995, $2.6 million (5%) higher than 1994.  In 1994 income before the
cumulative effect of an accounting change was $37.5 million, $6.0 million (19%)
higher than 1993.  Net income in 1994 was $47.6 million, $16.1 million (51%)
higher than 1993.

Earnings per share before the cumulative effect of an accounting change was
$3.00 in 1995, $0.73 per share (32%) higher than 1994.  Net income per share in
1995 was $3.00, $0.12 per share (4%) higher than 1994.  Earnings per share
before the cumulative effect of an accounting change was $2.27 in 1994, $0.33
per share (17%) higher than 1993.  Net income per share in 1994 was $2.88, $0.94
per share (48%) higher than 1993.  

Item 8.  Financial Statements and Supplementary Data

See index to financial statements and financial statement schedules on page 13.

Item 9.  Changes in and Disagreements with Accountants on Accounting 
        and Financial Disclosure

None.


                                   Part III
   
The information required by Item 10 - Directors and Executive Officers of the
Registrant (other than information as to executive officers set forth in Part I
on pages 5, 6 and 7), Item 11 - Executive Compensation, Item 12 - Security
Ownership of Certain Beneficial Owners and Management and Item 13 - Certain
Relationships and Related Transactions is incorporated in this Report by
reference from the definitive proxy statement to be filed at least 20 business
days prior to the Company's 1995 Annual Meeting of Stockholders to be held on
October 10, 1995.

                                    Part IV



Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K 

(a)   1. Financial statements and financial statement schedule

         The financial statements and schedule listed in the
         following index are filed as part of this annual report:

                           (ITEM 14(a)(i) and (ii))

                                                                      Page

         Independent Auditors' Report.............................      14

         Management's Responsibility for Financial Reporting......      15

         Consolidated Statements of Operations for the three
         years ended June 30, 1995................................      16

         Consolidated Balance Sheets at June 30, 1995 and 1994....    17-18

         Consolidated Statements of Shareholders' Equity for the
         three years ended June 30, 1995..........................      19

         Consolidated Statements of Cash Flows for the three years
         ended June 30, 1995......................................      20

         Notes to Consolidated Financial Statements...............    21-34

    2.   Schedule for the three years ended June 30, 1995:

         II-Valuation and Qualifying Accounts.....................      35

         Schedules other than that listed above are omitted because
         they are not applicable or the required information is shown
         in the financial statements or notes thereto.

(b)      Report on Form 8-K

         No report on Form 8-K was filed during the three months ended June 30,
         1995.




Independent Auditors' Report


The Board of Directors and Shareholders
Cordis Corporation


We have audited the accompanying consolidated balance sheets of Cordis
Corporation and its subsidiaries as of June 30, 1995 and 1994 and the related
consolidated statements of operations, shareholders' equity, and cash flows for
each of the three years in the period ended June 30, 1995.  Our audits also
included the financial statement schedule listed in the Index at Item 14(a). 
These financial statements and financial statement schedule are the
responsibility of the Company's management. Our responsibility is to express an
opinion on the financial statements and financial statement schedules based on
our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in all
material respects, the financial position of Cordis Corporation and its
subsidiaries as of June 30, 1995 and 1994, and the results of their operations
and their cash flows for each of the three years in the period ended June 30,
1995 in conformity with generally accepted accounting principles.  Also, in our
opinion, such financial statement schedule, when considered in relation to the
basic consolidated financial statements taken as a whole, presents fairly in all
material respects the information set forth therein.



DELOITTE & TOUCHE LLP


Miami, Florida
August 11, 1995 (except for Note 8,as 
to which the date is August 24, 1995)


Management's Responsibility for Financial Reporting


Management is responsible for the preparation as well as the integrity and
objectivity of the Company's financial statements.  The financial statements
have been prepared in conformity with generally accepted accounting principles
and, accordingly, include amounts which represent the best estimates and
judgments of management.

While no system of internal control can ensure elimination of errors and
irregularities, the systems employed by the Company have been designed to
provide reasonable assurance that assets are safeguarded, policies and
procedures are followed and transactions are properly executed and reported. 
These systems are periodically reviewed and modified in response to changing
conditions.

The Audit Committee of the Board of Directors, which is comprised of directors
who are not officers or employees of the Company, meet with senior management,
the chief financial officer, the Company's internal auditor and the independent
certified public accountants to review audit plans and results as well as
management's actions taken in discharging its responsibilities for accounting,
financial reporting and internal control systems.  The Audit Committee reports
its findings to the Board of Directors and also recommends the selection and
engagement of independent certified public accountants.  Management, the
internal auditor and the independent certified public accountants have direct
and confidential access to the Audit Committee.


ROBERT C. STRAUSS



Robert C. Strauss
President and Chief
Executive Officer


ALFRED J. NOVAK


Alfred J. Novak
Vice President and
Chief Financial Officer


Cordis Corporation
Consolidated Statements of Operations
Three Years ended June 30, 1995
(Dollars in thousands except per share amounts)


                                      1995       1994       1993 
                                     

Net sales                          $443,170   $336,542   $267,446 
                                    
Operating costs and expenses:
Cost of goods sold                  176,936    133,992    105,097 
Research and development             35,283     25,959     20,139 
Selling, general and administrative 145,417    115,837     94,092  
                                    
Total operating costs and expenses  357,636    275,788    219,328 

Operating profit                     85,534     60,754     48,118 

Other expenses (income):
Interest expense                      1,361      1,737      1,639 
Interest income                      (3,585)    (2,102)    (1,185) 
Settlement of litigation              5,200      5,180          -
Other, net                            2,631     (2,441)     4,955 
                                   
Total other expenses                  5,607      2,374      5,409  


Income before income taxes and 
 cumulative effect of accounting
 change                              79,927     58,380     42,709 
                                    
Provision for income taxes           29,719     20,889     11,243    
 
Income before cumulative effect of
 accounting change                   50,208     37,491     31,466 

Cumulative effect of accounting change    -     10,115          - 


Net income                         $ 50,208   $ 47,606   $ 31,466 
                                   

Earnings per share:
Income before cumulative effect of
 accounting change                 $   3.00   $   2.27   $   1.94 
                                    
Cumulative effect of accounting change    -        .61          -  
   
Net income                         $   3.00   $   2.88   $   1.94 
                                   

See accompanying notes.


Cordis Corporation
Consolidated Balance Sheets
At June 30, 1995 and 1994
(Dollars in thousands)


                                                  1995      1994  

Assets

Current assets:
Cash and cash equivalents                       $100,558  $ 48,531
Short-term investments, at cost                        -     7,055
Accounts receivable (less allowance for doubtful
 accounts of $2,975 in 1995 and $2,207 in 1994)  103,835    82,502

Inventories:
Finished goods                                    36,306    25,770
Work-in-process                                   12,188    12,483
Raw materials and supplies                        10,089     9,913

                                                  58,583    48,166

Deferred income taxes                              7,133     8,350
Other current assets                              17,480     5,942

     Total current assets                        287,589   200,546


Property, plant and equipment, at cost:
Land                                               5,348     5,045
Buildings and improvements                        68,946    54,836
Leasehold improvements                             4,019     3,532
Machinery and equipment                           76,744    61,702
Construction in progress                          14,512    10,641

                                                 169,569   135,756
Less accumulated depreciation and amortization    81,076    64,509

                                                  88,493    71,247

Deferred income taxes                              9,628     6,844
Other assets                                       9,252     7,490

                                                $394,962  $286,127


See accompanying notes.

Cordis Corporation
Consolidated Balance Sheets
At June 30, 1995 and 1994
(Dollars in thousands)


                                                 1995       1994 
                                              
Liabilities and Shareholders' Equity

Current liabilities:
Notes payable                                 $  9,828   $  9,057
Accounts payable                                14,854     10,916 
Accrued salaries and employee benefits          25,950     25,373 
Accrued taxes                                    6,681      7,926
Accrued litigation settlement                    5,200      5,180
Accrued royalties                               11,186      1,855
Other accrued expenses                          12,707      9,995
Income taxes                                     6,933      3,245 
Current portion of long-term debt                  669        613  
                                                           
     Total current liabilities                  94,008     74,160


Long-term liabilities:
Long-term debt                                   1,484      1,894
Other                                           17,625      7,234

     Total long-term liabilities                19,109      9,128

     Total liabilities                         113,117     83,288


Commitments and contingencies (Note 8)

Shareholders' equity:
Preferred stock, $1 par value; authorized 2,500,000
 shares; none issued                                 -          -
Common stock, $1 par value; authorized 50,000,000
 shares, issued and outstanding 16,361,568 shares
 in 1995 and 16,001,206 shares in 1994          16,362     16,001
Capital in excess of par value                  74,503     62,016
Retained earnings                              165,866    115,658
Unrealized gain on investment, net of
  deferred income taxes of $1,755                2,745          -
Foreign currency translation adjustments        22,369      9,164  

     Total shareholders' equity                281,845    202,839

                                              $394,962   $286,127


See accompanying notes.


Cordis Corporation
Consolidated Statements of Shareholders' Equity
Three years ended June 30, 1995
(Dollars and shares in thousands)

                                         1995      1994      1993  

Common stock:
Shares
Balance at beginning of year            16,001    15,920   15,149
Stock issued under employee retirement
 and stock option plans                    340       244      616   
Issuance of stock                            -         -      337
Stock issued under employee performance 
 award plan                                 21        37       31
Purchases and retirement of common stock     -     (200)     (213)  
Balance at end of year                  16,362    16,001   15,920

Amount 
Balance at beginning of year          $ 16,001  $ 15,920 $ 15,149
Stock issued under employee retirement 
 and stock option plans                    340       244      616
Issuance of stock                            -         -      337
Stock issued under employee performance 
 award plan                                 21        37       31
Purchases and retirement of common stock     -      (200)    (213)  
Balance at end of year                  16,362    16,001   15,920

Capital in excess of par value:
Balance at beginning of year            62,016    58,808   54,046
Stock issued under employee retirement 
 and stock option plans                  6,274     3,792    6,472
Issuance of stock                            -         -    1,640
Tax benefit from exercise of stock
 options                                 5,158     5,740      410
Stock issued under employee performance
 award plan                              1,055     1,082      893
Purchases and retirement of common stock     -    (7,406)  (4,653)
Balance at end of year                  74,503    62,016   58,808

Retained earnings:
Balance at beginning of year           115,658    68,052   36,586
Net income                              50,208    47,606   31,466
Balance at end of year                 165,866   115,658   68,052

Unrealized gain on investment:
Balance at beginning of year                 -         -        -
Unrealized holding gain on appreciation of 
 equity investment, net of deferred
 taxes                                   2,745         -        -
Balance at end of year                   2,745         -        -

Foreign currency translation adjustments:
Balance at beginning of year             9,164     5,515   13,646
Foreign currency translation adjustments13,205     3,649   (8,131)
Balance at end of year                  22,369     9,164    5,515

Total shareholders' equity            $281,845  $202,839 $148,295


See accompanying notes.


Cordis Corporation
Consolidated Statements of Cash Flows
Three years ended June 30, 1995
(Dollars in thousands)
                                         1995      1994      1993  
Cash flows from operating activities:
 Net income                           $ 50,208  $ 47,606 $ 31,466
 Noncash items included therein:
  Cumulative effect of accounting change     -   (10,115)       - 
  Depreciation and amortization         15,785    11,424   10,121   
  Deferred income tax (benefit)
    provision                           (4,905)    3,096   (3,635) 
  Provisions for inventory obsolescence,
   doubtful accounts, uncollectible
   investment and other                  4,625     2,038    4,192
  Currency transaction losses            1,149     1,115    2,604 
 Changes in assets and liabilities:
  Increase in accounts receivable      (16,795)  (22,138) (13,259) 
  Increase in inventories               (8,004)  (11,162)  (9,252)
  Increase in other current assets      (2,779)   (1,860)  (1,315) 
  (Increase) decrease in other assets   (3,559)   (1,378)     154  
  Increase in accounts payable and
     accruals                           17,114    21,126   11,477 
  Increase in current and deferred 
   income taxes payable, net             8,964     1,379    1,210  
  Increase (decrease) in other long-term
    liabilities                          4,036       209     (718)
  Other, net                              (261)      404     (627)  

Net cash provided by operating
 activities                             65,578    41,744   32,418  

Cash flows from investing activities:
 Additions to property, plant and
  equipment                            (27,662)  (22,771) (15,573)
 Purchases of short-term and 
  other investments                     (1,000)   (9,055)       -
 Proceeds from sale of short-term 
  investments                            7,055         -        -
 Proceeds from sale of property,
  plant and equipment                      545       618      215
 Proceeds from collections of notes 
  receivable                               330       417      846 
                                                
Net cash used in investing activities  (20,732)  (30,791) (14,512)

Cash flows from financing activities:
 Bank loans                                  -     1,729    7,801   
 Debt retirement                          (742)   (1,760)  (1,077) 
 Proceeds from the sale of common stock  5,589     3,264    8,365 
 Repurchases of common stock                 -    (7,606)  (4,866)   

Net cash provided by (used in)financing
 activities                              4,847    (4,373)  10,223   

Effect of exchange rate changes on cash  2,334       (91)    (189) 

Increase in cash and cash equivalents   52,027     6,489   27,940  

Cash and cash equivalents:
 Beginning of year                      48,531    42,042   14,102  

 End of year                          $100,558  $ 48,531 $ 42,042 

See accompanying notes.

Notes to Consolidated Financial Statements
June 30, 1995, 1994 and 1993



1. Summary of significant accounting policies

a. Principles of consolidation

The Consolidated Financial Statements of Cordis Corporation include the accounts
of Cordis Corporation and its subsidiaries (the "Company").  All significant
intercompany transactions have been eliminated.

b. Revenue recognition

The Company's revenue is derived from sales of medical devices.  Revenue from
such sales is generally recognized at the time of shipment to customers.

c. Inventories

Inventories are stated at the lower of cost (first-in, first-out) or net
realizable value. Inventory costs include material, labor and manufacturing
overhead.

d. Property, plant and equipment

The lives used in calculating provisions for depreciation and amortization of
the principal assets using the straight-line method are as follows:

   Buildings and improvements        10 - 30 years
   Leasehold improvements            10 - 20 years
   Machinery and equipment            3 - 10 years

e. Earnings per share

Primary earnings per share of common stock have been determined on the basis of
the average number of shares of common stock and common stock equivalents
outstanding during the year.  The exercise of outstanding options, computed
under the treasury stock method based upon average stock prices during the year,
has been included in the computation when dilutive.  The computation of fully
diluted earnings per share resulted in no material dilution.

f. Foreign currency translation

Foreign currency translation adjustments, which result from translating the
assets and liabilities of foreign subsidiaries into the U.S. dollar, have been
excluded from each component of the Consolidated Statements of Cash Flows. 
Aggregate exchange losses resulting from foreign currency transactions during
the years ended June 30, 1995, 1994 and 1993 were $1,149,000, $1,115,000 and
$2,604,000, respectively, and are included in the Consolidated Statements of
Operations.

g. Cash and cash equivalents

For the purposes of reporting cash flows, cash and cash equivalents include
marketable securities with a maturity of three months or less at acquisition,
and approximate fair values at June 30, 1995 and 1994.  Two investments,
representing approximately 41% of the recorded balance at June 30, 1995, are
money market mutual funds maintained with two brokerage firms.

For the years ended June 30, 1995, 1994 and 1993 income taxes paid, net, were
$25,189,000, $17,312,000 and $13,851,000, and interest paid, including interest
on the capitalized lease (see Note 8 of Notes to Consolidated Financial
Statements), was $2,916,000, $3,398,000 and $3,748,000, respectively.

h. Foreign currency contracts

The Company enters into foreign currency contracts as a hedge against assets and
liabilities denominated in foreign currencies.  Such assets and liabilities
relate mainly to intercompany purchases of inventory.  At the end of each
period, foreign currency contract balances are marked to market, and the
resulting gain or loss is recognized in the Consolidated Statements of
Operations.  At June 30, 1995 and 1994, the Company had approximately
$35,238,000 and $20,500,000, respectively, in contracts to buy or sell various
denominations of foreign currency in the future. At June 30, 1995, based upon
the rights of offset contained in the various foreign currency contract
agreements, the carrying values of such contracts were a current asset of
$153,000 and a current liability of $240,000, which approximated fair value.

i. Securities available for sale

Securities available for sale at June 30, 1995 are carried at fair value, based
upon market quotations.  Deferred income taxes are provided on any unrealized
appreciation or decline in value.  Such appreciation or decline in value, net of
deferred taxes, is reflected as a separate component of shareholders' equity.

j.  Reclassifications

Certain amounts in prior years have been reclassified to conform to the 1995
Consolidated Financial Statement presentation.

2. Inventory obsolescence

Cost of goods sold for the years ended June 30, 1995, 1994 and 1993 included
provisions for obsolescence of $3,268,000, $1,436,000 and $1,061,000,
respectively, for inventory which management considered to be in excess of that
required for future sales.  At June 30, 1995 and 1994 inventories are stated net
of allowances for obsolescence of approximately $3,204,000 and $2,259,000,
respectively.

3. Notes payable and long-term debt

Notes payable:

The Company's European subsidiaries have various credit lines denominated in
local currencies which are available to provide working capital and to hedge
foreign exchange exposures.  The total amount of credit available under these
agreements was $26,800,000 at June 30, 1995.  Amounts outstanding were
$9,828,000 at June 30, 1995 and $9,057,000 at June 30, 1994, with interest rates
ranging from 5% to 18-1/2% throughout the years ended June 30, 1995 and 1994.

Long-term debt:

The Company has a $25 million revolving line of credit and a $2 million letter
of credit facility with a U.S. bank, which terminates on December 31, 1997.  A
one year extension of the termination date may be granted annually at the
discretion of the lender.  During the revolving credit period, the Company has
the option of borrowing at the prime interest rate, or at the London Interbank
Offered Rate plus 1-1/4%. A facility fee of 1/4% of the unused portion of the
$25 million commitment is payable quarterly.  The agreement contains various
covenants, which require the Company to maintain certain financial ratios and
meet certain net worth and indebtedness tests, and which restrict the payment of
cash dividends by the Company. No borrowings were outstanding under the
agreement at June 30, 1995 or 1994. Interest rates ranged from 7-1/4% to 8-3/4%
throughout the years ended June 30, 1995 and 1994.

At June 30, 1995 and 1994, the Company's European subsidiaries had long-term
borrowings totaling $2,153,000 and $2,447,000, respectively, under several
agreements.  These loans are denominated in European currencies at interest
rates ranging from 8% to 9-3/4% throughout the periods, due at various times
through January 1999.  The carrying amounts of these loans approximated their
fair values at June 30, 1995 and 1994.

Principal payments on existing long-term debt for the fiscal years ending
June 30, are as follows:  1996 - $669,000; 1997 - $683,000; 1998 - $440,000;
1999 - $361,000. 

4. Investments

In March 1994, the Company purchased 250,000 shares of common stock of PDT, Inc.
("PDT"), a California-based company engaged in the application of photodynamic
therapy products to primarily the oncology market, for $2.0 million.  In 1995,
PDT went public, and at June 30, 1995, the market value of the Company's
investment in PDT was $4.5 million higher than its original cost.  Accordingly,
the Company has recorded its investment in PDT in other current assets at its
fair market value  of $6,500,000, and has recorded the unrealized holding gain
of $2,745,000 (net of deferred taxes of $1,755,000) as a separate component of
shareholders' equity.

In April 1994, the Company acquired Webster Laboratories, Inc. ("Webster"), a
California-based company engaged in the design, manufacture, marketing and sale
of electrophysiology catheters.  The transaction was accounted for as a pooling
of interests and was achieved through the merger between Webster (renamed Cordis
Webster, Inc.) and one of the Company's subsidiaries.  The Company issued
approximately 1.67 million shares of its common stock for all of Webster's
common stock and assumed an additional 192,000 shares of Webster's outstanding
stock options.

In July 1995, the Company purchased 150,000 shares of Class B preferred stock in
Biosense, Inc. ("Biosense"), for $15 million, which represented 5% of its shares
on a fully diluted basis.  Biosense is engaged in the design and manufacture of
products for the electrophysiology market.  A $1 million advance of the purchase
price was paid in May 1995 and was included in other noncurrent assets.

5. Stock option plans

The Cordis Corporation Non-Qualified Stock Option Plan ("Non-Qualified Plan")
authorizes grants of options to purchase up to 2,625,000 shares of the Company's
authorized but unissued common stock.  The options granted pursuant to the Plan
either are exercisable after one year from the date of grant or vest in
increments over four years, must be exercised within either five or ten years
depending on the date of the grant, and must be granted at a price not less than
the market value on the date of grant.

At June 30, 1995, awards to purchase 2,070,180 shares under the Non-Qualified
Plan (net of cancellations and repurchases) had been granted.  There are 554,820
shares available for future grants under the Non-Qualified Plan.  Of the options
granted, 214,800 shares were exercised under the Non-Qualified Plan during 1995.
At June 30, 1995 and 1994, 314,698 options and 333,429 options, respectively,
were exercisable under the Non-Qualified Plan.

The Cordis Corporation Incentive Stock Option Plan of 1982 ("Option Plan")
expired by its terms in October 1992.  In 1995, 4,525 shares were exercised
under the Option Plan.  No options were outstanding at June 30, 1995, and at
June 30, 1994, 5,775 options were outstanding and exercisable.  Options under
the Option Plan qualify as "incentive stock options" under the Economic Recovery
Tax Act of 1981.

The Webster Laboratories, Inc. 1992 Stock Plan ("Webster Plan"), was adopted by 
the Board of Directors of Webster in June 1992.  Under the Webster Plan, awards
to purchase 398,806 shares had been granted at June 30, 1995.  During fiscal
1995, 80,187 shares were exercised, and at June 30, 1995 and 1994, 41,017 and
79,195 options were exercisable, respectively.  The Webster Plan options were
granted for a term of ten years at an exercise price fixed by the Webster Plan
administrator, and are exercisable at such times as set forth in each individual
option agreement.

The Cordis Corporation Director Non-Qualified Stock Option Plan provides
incentives in the form of stock option grants  for the non-employee members of
the Company's Board of Directors.  Of the 200,000 shares authorized, 68,000 have
been granted to Board members through June 30, 1995, and 30,000 and 38,000 of
these were exercisable, respectively,  at June 30, 1995 and 1994.  During 1995,
options for 22,000 shares were exercised.  The options, which are granted
automatically each year, vest in full one year after the anniversary of the date
of the grant, must be exercised within five years and are granted at a price
equal to the market value on the date of the grant.

A summary of option transactions follows:

                                           No. of    Option Price
                                           Shares      per Share   

Options outstanding at June 30, 1992     1,391,619  $ 0.28 to $36.75
Options granted                            379,670  $ 0.88 to $26.75
Options exercised                         (594,834) $ 0.28 to $27.25
Options canceled                           (11,762) $ 3.55 to $36.75

Options outstanding at June 30, 1993     1,164,693  $ 0.88 to $36.75
Options granted                            322,107  $ 7.11 to $49.25
Options exercised                         (226,124) $ 0.88 to $36.75
Options canceled                           (14,242) $ 0.88 to $29.25

Options outstanding at June 30, 1994     1,246,434  $ 0.88 to $49.25
Options granted                            261,150  $38.38 to $63.00
Options exercised                         (321,512) $ 0.88 to $49.25
Options canceled                            (7,330) $ 0.88 to $49.25

Options outstanding at June 30, 1995     1,178,742  $ 0.88 to $63.00


The income tax benefits derived from the exercise of non-qualified stock options
and disqualifying dispositions of incentive stock options, when realized, are
credited to capital in excess of par value.

6.  Income taxes

Effective July 1, 1993, the Company adopted Statement of Financial Accounting
Standards ("SFAS") No. 109, Accounting for Income Taxes.  The cumulative effect
on prior periods of this accounting change of $10.1 million, or $.61 per share,
is reported as a one time benefit in the Consolidated Statement of Operations
for the year ended June 30, 1994.  In addition a one time adjustment of $4.2
million was recorded to capital in excess of par value in the Consolidated
Balance Sheet as of June 30, 1994 due to the income tax benefits derived from
the exercise of non-qualified stock options and disqualifying dispositions of
incentive stock options.

SFAS No. 109 is an asset and liability approach that requires the recognition of
deferred tax assets and liabilities for the expected future tax consequences of
events that have been recognized in the Company's financial statements or tax
returns.  In estimating future tax consequences, SFAS No. 109 generally
considers all expected future events other than enactments of changes in the tax
law or rates.  Previously, the Company used the SFAS No. 96 asset and liability
approach that gave no recognition to future events other than the recovery of
assets and settlement of liabilities at their carrying amounts.  Under SFAS No.
96, tax credits are reflected as reductions of income tax expense using the flow
through method in the year they are utilized.



The distribution of income before income taxes and cumulative effect of
accounting change between domestic and foreign sources was as follows (in
thousands):
                                      1995       1994      1993  

Domestic                           $ 35,888   $ 36,219   $ 21,600 
Foreign                              44,039     22,161     21,109 

Total                              $ 79,927   $ 58,380   $ 42,709 

The provision (benefit) for income taxes consists of (in thousands):

                                      1995       1994       1993  
Current:
Federal                            $ 13,158   $  8,980   $  4,937  
State                                 2,443      1,169        698 
Foreign                              19,023      7,644      9,243 
    
                                     34,624     17,793     14,878
Deferred:
Federal                              (3,282)     3,149     (2,256)
State                                  (305)       257        (84)
Foreign                              (1,318)      (310)    (1,295)
                                   
                                     (4,905)     3,096     (3,635)
Provision for income  
 taxes                             $ 29,719   $ 20,889   $ 11,243 


The tax effect of the significant temporary differences which comprised the
deferred tax assets and liabilities at June 30, 1995 and 1994 was as follows (in
thousands):
                                                 1995       1994  
Assets:
    Discontinued operations                   $ 4,428    $ 5,124
    Intercompany profit adjustments in
      inventories and other assets              3,597      2,527
    Asset valuation reserves                    7,761      4,122
    Net operating loss carryforwards            1,810      2,485
    Capital loss carryforward                     842          -
    Employee benefits                           2,202      1,930
    Depreciation                                2,273      1,686
    Other accrued expenses                        917        745
    Other                                         402        138
                                               24,232     18,757
    Valuation allowance                        (3,490)    (2,618)

         Total deferred tax assets             20,742     16,139

Liabilities:
    Employee benefit plans                     (2,221)      (940)
    Other                                          (5)        (5)
    Unrealized gain                            (1,755)         - 
         Total deferred tax liabilities        (3,981)      (945)

Net deferred tax asset                        $16,761    $15,194 

The valuation allowance primarily relates to net operating loss carryforwards of
the Company's European subsidiaries as well as a domestic capital loss
carryforward.  The reserve  changed during 1995 due to the utilization of net
operating losses and the creation of the capital loss.  As of June 30, 1995 the
European subsidiaries had a net operating loss carryforward of approximately
$5,200,000.

As permitted under SFAS No. 109, prior years' financial statements have not been
restated.  The principal temporary differences under SFAS No. 96 in the deferred
tax benefit were (in thousands):
                                                           1993  
Intercompany profit adjustments in
 foreign inventories                                     $(1,339)
Asset valuation reserves                                    (271)
Deferred expenses                                         (1,363)
Other items, net                                            (662)

Total                                                    $(3,635)

The effective income tax rates in the Consolidated Statements of Operations
differ from the statutory federal income tax rates as follows:

                                          1995     1994     1993 

Statutory U.S. income tax rate           35.0%    35.0%    34.0% 
Increase (decrease) resulting from:
Foreign statutory tax rates differential   .9      (.2)     1.7
Foreign operating loss for which no carryback
 benefit is available                       -        -       .2
Utilization of net operating losses       (.9)    (1.6)    (8.4) 
Minimum tax                                 -        -      2.0 
Foreign tax credits                       (.6)       -     (9.3)
Other items, net                          2.8      2.6      6.1 

Effective tax rates                      37.2%    35.8%    26.3%


Undistributed earnings of foreign subsidiaries of $103.8 million at June 30,
1995 are indefinitely reinvested in foreign operations; accordingly no provision
has been made for income taxes that might be payable upon remittance.  It is not
practical to estimate the amount of tax that might be payable on the eventual
remittance of such earnings.  On remittance, certain foreign countries impose
withholding taxes that are then available for use as credits or deductions
against U.S. tax liability, if any, subject to certain limitations.  The amount
of withholding tax that would be payable on remittance of the entire amount of
undistributed earnings at June 30, 1995 would approximate $5.3 million.

7.  Employee benefit plans

The Company has a domestic non-contributory defined benefit pension plan (the
"Plan") which covers substantially all full-time domestic employees.  The
Company's policy is to contribute amounts as are necessary on an actuarial basis
to provide assets sufficient to meet the benefits requirements in accordance
with ERISA and federal income tax regulations.  The assets of the Plan consist
mainly of common stock and intermediate bond investments.

Net periodic pension cost for each of the three years ended June 30, 1995, 1994
and 1993 included the following components (in thousands):

                                          1995     1994     1993  
Service cost - benefits earned during the
 period                                 $ 1,914  $ 1,661  $ 1,303 
Interest cost on projected benefit
 obligation                               3,149    2,875    2,585 
Return on assets                         (4,782)  (2,011)  (2,339)
Net amortization and deferral             1,992     (356)     102 
    
Net pension cost                        $ 2,273  $ 2,169  $ 1,651 




The actuarial assumptions used in the three year period ended June 30, 1995 were
as follows:
                                            1995      1994       1993  
    
    Discount rates                             8%        8%   8-1/2%
    Long-term rate of return on assets         9%        9%       9%
    Rates of increase in compensation levels:
         To age 30                             9%        9%       9%
         To age 40                             7%        7%       7%
         Thereafter                            5%        5%       5%

The following table sets forth the Plan's funded status and amounts recognized
in the Company's Consolidated Balance Sheets at June 30, 1995 and 1994 (in
thousands):

                                           1995              1994   

Actuarial present value of benefit obligations:
Vested benefit obligation               $(34,733)         $(31,912)
Nonvested benefit obligation                (726)             (660)

Accumulated benefit obligation           (35,459)          (32,572)
Excess of projected benefit obligation over
  accumulated benefit obligation          (8,017)           (7,056)

Projected benefit obligation             (43,476)          (39,628)
Plan assets at fair value                 38,235            30,850  

Projected benefit obligation in excess of plan
 assets                                   (5,241)           (8,778) 
Unrecognized net loss                      6,780             8,323
Unrecognized prior service cost            2,271             3,102
Unrecognized net transition (asset) originating
 July 1, 1986                             (2,994)           (3,742)
Additional minimum liability                   -              (626)

    Prepaid (accrued) pension costs     $    816          $ (1,721)

The provisions of SFAS No. 87, "Employers' Accounting for Pensions", require
recognition in the balance sheet of an additional minimum liability up to the
unfunded accumulated benefit obligation and related intangible asset for pension
plans with accumulated benefits in excess of plan assets.  Such minimum
liability and intangible asset were $626,000 at June 30, 1994; at June 30, 1995
no adjustment was required.

The Company sponsors a defined contribution retirement savings plan for its
domestic employees and matches a portion of employee contributions with
contributions of the Company's stock.  Contributions made to the plan for the
years ended June 30, 1995, 1994, and 1993 were $1,025,000, $752,000 and
$599,000, respectively.

Certain of the Company's foreign subsidiaries provide retirement and termination
indemnity benefits for employees through multiemployer and other types of plans
with insurance companies, which cover a majority of full-time employees, based
on compensation and years of service.  Pension costs for these plans for the
years ended June 30, 1995, 1994 and 1993 were $912,000, $968,000 and $828,000,
respectively.  At June 30, 1995 and 1994, unfunded benefits included in current
and other long-term liabilities were $1,212,000 and $1,072,000, respectively.

The Company maintains a performance award plan for officers and key senior
employees.  Awards are earned upon achievement of certain performance objectives
as determined annually by the Compensation Committee of the Board of Directors. 
For the years ended June 30, 1995, 1994 and 1993, provisions for this plan were
$4,965,000, $3,146,000 and $2,541,000, respectively.

The Company has deferred compensation or supplemental retirement plans with
present and past key officers, directors and employees.  The cost of such plans
is being or has been accrued over the period of active employment from the
contract or agreement date.  Certain payments, insignificant in amount, are
charged to expense when due.  Costs for these plans approximated $698,000,
$836,000 and $651,000 for the years ended June 30, 1995, 1994 and 1993,
respectively.

The Company adopted SFAS No. 106, "Employers Accounting for Postretirement
Benefits Other Than Pensions" in fiscal 1994, effective for U.S. plans. For
foreign plans, SFAS No. 106 is effective for fiscal year ending June 30, 1996. 
The Company does not believe that adoption of  this standard for its foreign
plans will have a significant effect on future operations.  The adoption of SFAS
No. 112, "Employers' Accounting for Postemployment Benefits" in fiscal 1995 had
no significant effect on the Company's financial condition or operations.  

8.  Commitments and contingencies

Leases:

During fiscal 1987, the Company initiated a plan to dispose of all businesses
other than its angiographic and neuroscience product lines.  This plan included
the disposal of the worldwide cardiac pacing operations, of which the
Administrative and Technical Center ("ATC") in Miami, Florida was a principal
asset.

In September 1991, the Company entered into an agreement to sublease ATC, which
is held under a capitalized lease until December 31, 2005. In December 1994, the
sublessee's parent sold the assets of the sublessee to an unrelated third party.
In June 1995, the sublessee exercised its option to cancel the sublease
effective November 1995 and will pay a termination penalty of $5.45 million upon
vacating the building.  The Company believes that the proceeds from the
termination penalty, combined with the current reserve for future costs, will be
sufficient to cover the carrying costs of the building until a replacement
tenant can be found.  Accordingly, the Company does not believe that
cancellation of the sublease would have a material effect on the future
liquidity or financial condition of the Company.

The net annual cost of the capitalized lease is approximately $2.2 million. 
Aggregate gross future payments under the capitalized lease were approximately
$25,330,000 at June 30, 1995.

Rental income received by the Company with respect to the sublease of ATC in
1995, 1994 and 1993 was $1,438,000, $1,333,000, and $1,237,000, respectively. 
Under the terms of the sublease cancellation agreement, the Company will receive
rental income of $373,000 in fiscal 1996, through September 1995. 

At June 30, 1995 and 1994, assets and liabilities of the discontinued operations
are reflected below (in thousands):
                                               1995        1994   
    
Property, plant and equipment, net of accumulated
 depreciation and amortization of $13,917 at June
 30, 1995 and $12,373 at June 30, 1994      $ 16,261    $ 17,805 
Other assets, net                              1,253       1,307
Capital lease liability                      (15,799)    (16,628)

Net capital lease asset                        1,715       2,484   
Reserve for future costs                      (7,410)     (6,316)

                                              (5,695)     (3,832)
Amount included in current (assets)
 liabilities                                  (2,930)        842 

Net liabilities - noncurrent                $ (8,625)   $ (2,990)

The Company has several long-term operating leases which expire at various times
through 2008.  Most of the leases contain renewal options and require the
Company to pay for maintenance, taxes and insurance.  Rental expenses charged to
operations in 1995, 1994 and 1993 were $2,746,000, $2,328,000 and $1,867,000, 
respectively.  Future lease commitments are estimated as follows: 1996 -
$2,970,000; 1997  - $2,318,000; 1998 - $1,757,000; 1999 - $1,370,000; 2000 -
$1,025,000; thereafter - $2,547,000.

Legal proceedings:

The Company is engaged in various ordinary routine litigation and administrative
proceedings incidental to the business of the Company, some of which involve
claims for substantial amounts of money and include claims for punitive damages.
The Company does not, however, anticipate that any amounts required to be paid
by reason thereof will, in the aggregate, have a material adverse effect on the
financial condition of the Company.

The Company self-insures a portion of its products liability claims and
maintains insurance coverage in excess of that retention.  Such insurance may
not cover or indemnify awards of punitive damages.  The Company believes its
insurance coverage is adequate to protect it against any product related losses
that could otherwise have a material adverse effect on the financial condition
of the Company.

Pacer product liability litigation

As part of the transaction involving the sale of the Company's pacing operations
in 1987, the purchaser assumed certain contingent liabilities including several
pending lawsuits.  However the Company retained liability for any punitive
damages awarded in connection with pacer-related products liability litigation
involving products sold by the Company prior to April 30, 1987.  Since 1987
there have been no such punitive damage awards, nor does the Company anticipate
that future awards, if any, would have a material adverse effect on the
financial condition of the Company.

In November 1986 a product liability class action suit was filed against the
Company and others in the United States District Court for the Southern District
of Ohio.  The suit sought compensatory and punitive damages regarding certain of
the Company's pacemakers.  In 1989, a second pacemaker class action lawsuit was
filed against the Company in the United States District Court for the Southern
District of California.  This case was transferred and consolidated with the
Ohio action in 1990.

The Company has vigorously defended the pacemaker product liability class action
since its inception.  In December 1992, the Court conditionally certified the
proceedings as a class action.  The Complaint claims substantial compensatory
and punitive damages were due to the class members.  The Company believes it had
defenses to plaintiffs' claims and, as more fully described below, that it had
available adequate and effective indemnification and insurance coverage.

Beginning in 1986 and thereafter, the Company duly notified its insurance
carriers of the filing of the initial pacemaker class action.  In response, the
carriers agreed to provide a defense to the Company, subject to various
reservations of rights.  Such insurance may not cover or indemnify against
awards of punitive damages.

In 1987, subsequent to the filing of the pacemaker class action claim, the
Company sold its pacemaker business to TNC Medical Devices Pte, Ltd.  ("TNC"). 
As part of that transaction, TNC agreed to indemnify the Company for contingent
liabilities relating to its pacemaker operations, including the pacemaker class
action litigation and other pacemaker product liability actions, except for any 
award of punitive damages.  This obligation was guaranteed by Telectronics
Holdings, Ltd., the parent of TNC.  In past pacemaker cases, there has never
been an award of punitive damages against the Company.

In November and December 1993, the Company's insurance carriers filed two
separate actions against the Company and TNC in the United States District Court
for the Southern District of Florida, seeking a declaratory adjudication of the
extent of their duties to defend and indemnify the Company for claims made in
the pacemaker class action.  Additionally, the carriers sought an adjudication
that, in connection with TNC's acquisition of the Company's pacemaker business,
TNC agreed to assume the primary obligation to defend and indemnify the Company
for the pacemaker product liability litigation.  Both insurance actions were
consolidated with the Ohio action.  A separate declaratory judgment action was
initiated in the Eleventh Judicial Circuit, Dade County, Florida by one of the
Company's carriers but the Company has not been served.  As a result of
settlement discussions initiated by the court in 1994, the parties on June 27,
1995, reached a general oral agreement to settle the dispute.  The Company's
proposed contribution to the settlement, $5.2 million, represents the Company's
effort to curtail the escalating legal costs in the product liability and
insurance disputes and to minimize its overall exposure for punitive damage
awards.  At a hearing on August 24, 1995, the Judge concluded that the proposed
settlement is fair and reasonable, subject to a final agreement on funding and
defense costs.  The balance of the settlement is to be funded by contributions
from various of the Company's insurance carriers and TNC. 

The Company has recently been named as a co-defendant in three class actions
asserting product liability claims arising out of certain pacing leads
manufactured and sold by TPLC, Inc. ("TPLC"), an affiliate of TNC.  Over one
hundred (100) class action suits involving the same leads have been filed
against TPLC.  The Judicial Panel on Multidistrict Litigation has consolidated
the actions for pretrial proceeding in the United States District Court,
Southern District of Ohio, Western Division.  Neither the Company nor its
subsidiaries have been named as defendants in the master class action complaint
pursuant to the Company's agreement with the plaintiffs to enter into a written
agreement to toll the statute of limitations.  The plaintiffs' counsel naming
the Company as a co-defendant  have further agreed to dismiss the Company from
these actions. Facts presently available indicate that such leads were first
marketed and sold by TPLC or its affiliate in 1988, after an affiliate of TPLC
obtained 510(k) concurrence from the Food and Drug Administration ("FDA") for
the leads.  The Company further believes that because it never manufactured or
sold the leads in question, it is not a proper defendant to these actions. 
Moreover, the Company believes it is entitled to indemnification from TNC
pursuant to the Acquisition Agreement by and between TNC and the Company
involving the sale of the pacemaker and leads businesses ("Acquisition
Agreement").  TNC has notified the Company that the Company may have liability
regarding the leads claims, pursuant to the Acquisition Agreement, however,
based upon the information currently available indicating that the Company did
not manufacture or sell the leads in question, the Company does not believe it
has any liability to TNC or to lead recipients for any of the claims asserted.

Other litigation

In October 1992, a suit was filed by Schneider (USA) Inc. against the Company in
the United States District of Minnesota, Third Division alleging that certain of
the Company's angiographic catheters and the Company's guiding catheters
infringe a Schneider patent.  The trial of the action is presently scheduled for
September 5, 1995.  During 1994, Schneider instituted two separate actions
against the Company in the Netherlands.  The first such action alleges that the
Company infringes a Dutch rapid exchange patent.  The second action mirrors the
United States action and alleges that certain of the Company's angiographic and
guiding catheters infringe a Schneider Dutch patent.  The trial of the second
action was held on June 28, 1995, however, a decision has not yet been rendered.

The Company has instituted summary proceedings against Schneider in the
Netherlands and in several other European countries alleging Schneider's
infringement of the Company's nylon balloon technology.  In the Netherlands
action, the court denied the Company's request for a summary injunction.  The
Company has appealed that decision and is awaiting the court's ruling. 
Decisions regarding injunctions in various European actions regarding the nylon
balloon technology are anticipated over the next six months.

The Company is currently engaged in discussions and negotiations with Schneider
which, it anticipates, will result in a settlement and resolution of all of  the
patent infringement actions currently filed and pending between the two
companies.  If the matters are not resolved by settlement, the Company intends
to vigorously defend the various actions filed by Schneider and to aggressively
pursue enforcement of certain of the Company's patents believed to be infringed
by Schneider patents.  At this stage of the negotiations and litigation
proceedings, the Company believes that the matters are unlikely to result in a
material adverse impact on the financial condition of the Company.

In a hearing on October 3, 1994 in the U.S. District Court in Boston,
Massachusetts, the Company argued that its license of certain balloon catheter
technology from C.R. Bard ("Bard") required a royalty reduction pursuant to the
"more reasonable terms" clause of the settlement agreement previously entered
into by the parties in April 1991.  The court has not yet ruled on the matter. 
In the interim, the Company continues to accrue but withhold payment of the
excess royalties until such time as a final determination is rendered by the
court.

9.  Foreign and domestic operations and segment reporting

The Company operates in a single industry segment: the design, manufacture and
sale of medical devices.  These products are sold to hospitals and other medical
institutions and physicians.  In order to reduce credit risk, the Company
performs credit evaluations of its customers on a regular basis, and generally
does not require collateral.  The Company has a large number of customers
worldwide with no single customer accounting for a significant portion of trade
accounts receivable.  At June 30, 1995, the principal geographical regions and
their respective balances included in accounts receivable were as follows (in
thousands):


                  United States             $30,519
                  Italy                      15,208
                  France                     12,452
                  Germany                     9,797
                  Spain                       9,280     

The following presents information on geographic segments for the fiscal years
ended June 30, 1995, 1994 and 1993 (in thousands):
                                                    Adjust-
                                 Domestic  Foreign ments and
                                  Opera-    Opera-  Elimina- Consoli- 
                                  tions     tions    tions    dated   
1995

Sales to unaffiliated customers $203,004  $240,166   $      -  $443,170 
Transfers between geographic
 areas                            50,892    20,118    (71,010)        - 
Total revenues                  $253,896  $260,284   $(71,010) $443,170 
Operating profit from geographic
 segments                       $ 61,753  $ 65,734   $ (5,570) $121,917
Research and development                                        (35,283)
General corporate expense                                        (8,931)
Interest income, net                                              2,224 

Income before income taxes                                     $ 79,927 

Identifiable assets             $138,925  $165,857   $(10,378) $294,404
Corporate assets                                                100,558 

Total assets at June 30, 1995                                  $394,962 


1994

Sales to unaffiliated customers $174,447  $162,095   $      -  $336,542 
Transfers between geographic
 areas                            40,551    14,734    (55,285)        - 
Total revenues                  $214,998  $176,829   $(55,285) $336,542 
Operating profit from geographic
 segments                       $ 55,326  $ 37,820   $ (3,312) $ 89,834 
Research and development                                        (25,959)
General corporate expense                                        (5,860)
Interest income, net                                                365 
Income before income taxes and
 cumulative effect of accounting
 change                                                        $ 58,380
                             
Identifiable assets             $116,91 9 $118,996   $ (5,374) $230,541 
Corporate assets                                                 55,586 

Total assets at June 30, 1994                                  $286,127 


1993

Sales to unaffiliated customers $136,843 $130,603     $      -  $267,446 
Transfers between geographic
 areas                            26,472   12,759      (39,231)        - 
Total revenues                  $163,315 $143,362     $(39,231) $267,446 
Operating profit from geographic
 segments                       $ 38,203 $ 30,181     $ (1,084) $ 67,300 
Research and development                                         (20,139)
General corporate expense                                         (3,998)
Interest (expense), net                                             (454)
Income before income taxes                                      $ 42,709 

Identifiable assets             $ 81,825 $ 89,732     $ (3,080) $168,477 
Corporate assets                                                  42,042 

Total assets at June 30, 1993                                   $210,519 

Transfers between geographic areas are made at amounts which would approximate
those prices charged to unaffiliated distributors.  Operating profits from
geographic segments represent total revenue less cost of goods sold and direct
operating expenses.  It excludes research and development expense, general
corporate expense, net interest (income) expense, income taxes, and cumulative
effect of accounting change.

Identifiable assets are those that are identified with the operations in each
geographic area.  Corporate assets are cash and cash equivalents and short-term
investments.  Total foreign assets at June 30, 1995, 1994 and 1993 are indicated
above.  The corresponding liabilities for foreign operations were $61,002,000,
$41,168,000 and $29,038,000, respectively.

10.  Quarterly financial data

Quarterly financial data is as follows (unaudited) (dollars in thousands except
per share amounts):

                              First   Second    Third    Fourth
                             Quarter  Quarter  Quarter   Quarter

1995
Net sales                    $ 98,111 $105,264 $117,980  $121,815
Gross profit                   60,065   64,306   69,901    71,962
Net income                     11,633   12,982   13,781    11,812
Net income per share              .70      .78      .82       .70

1994
Net sales                    $ 73,147 $ 79,453 $ 88,942  $ 95,000
Gross profit                   44,775   47,893   54,425    55,457
Income before cumulative
  effect of accounting
  change                        8,723    9,134   10,540     9,094
Net income                     18,838    9,134   10,540     9,094
Per share:
Income before cumulative
  effect of accounting
  change                          .53      .55      .63       .55
Net income                       1.15      .55      .63       .55

In the fourth quarter of fiscal 1995, the Company accrued $5.2 million ($0.19
per share after tax) as its contribution to the proposed settlement of a lawsuit
related to its former pacing operations (see Note 8 of Notes to Consolidated
Financial Statements).

In December 1993, under the terms of a settlement agreement with C. R. Bard, the
Company elected to pay a license fee for the license of PTCA balloon catheter
technology.  Utilizing a five year amortization period from the agreement date
of May 1991, the Company expensed $1.5 million of the $3.0 million license fee
in cost of goods sold in the second quarter of fiscal 1994, of which
approximately $1.3 million ($0.05 per share after tax) related to the period
from May 1991 to June 1993.

In the fourth quarter of fiscal 1994, the Company incurred costs of
approximately $1.3 million ($0.05 per share after tax), included in selling,
general and administrative expenses, related to the Webster merger transaction.
The Company settled a lawsuit in July 1994 in the amount of $5.2 million, for
which it had previously accrued $2.2 million in other expenses during 1994.  The
balance of the settlement of $3.0 million ($0.11 per share after tax) was
expensed in the fourth quarter.





11.  Common stock purchase rights

On September 12, 1986 the Company's Board of Directors adopted a Rights
Agreement, as subsequently amended, authorizing a dividend distribution on each
share of common stock, $1.00 par value, of the Company's outstanding shares on
the distribution date, as defined, in the form of a right to purchase one-half
of a share of common stock upon the occurrence of certain events.  The exercise
price to purchase one-half of a share of common stock, initially established at
$25, is subject to adjustment.  The rights become exercisable if an entity,
person or group acquires beneficial ownership of 20% or more of the Company's
outstanding common stock or commences a tender offer that would result in that
entity, person or group acquiring beneficial ownership of 30% or more of the
outstanding common stock of the Company.  The rights, which do not entitle
holders to vote or receive dividends, expire on September 22, 1996 and may be
redeemed by the Company at a price of $0.01 per right at any time prior to the
earlier of (i) the tenth day following the public announcement of intent to
acquire the Company's stock as described above or the date a majority of the
Board of Directors becomes aware of an acquiring entity, person or group, as
defined, or (ii) the expiration date.  As of June 30, 1995 rights to purchase
8,180,784  shares of common stock were outstanding.
 

                            CORDIS CORPORATION
              SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
                              (In thousands)



                                           Addi-
                                 Balance   tions   Deduc-
                                  at be-  charged  tions/  Balance
                                 ginning    to     other    at end
                                    of    costs &  changes    of
                                  period expenses    (a)    period

Allowance for doubtful accounts -
 deducted from accounts receivable
 in the balance sheet:

Year ended June 30, 1995         $ 2,207 $   707  $    61  $ 2,975

Year ended June 30, 1994         $ 1,661 $   776  $  (230) $ 2,207

Year ended June 30, 1993         $ 1,535 $   593  $  (467) $ 1,661


Allowance for inventory obsolescence
 - deducted from inventory in the
 balance sheet:

Year ended June 30, 1995         $ 2,259 $ 3,268  $(2,323) $ 3,204

Year ended June 30, 1994         $ 2,472 $ 1,436  $(1,649) $ 2,259

Year ended June 30, 1993         $ 2,826 $ 1,061  $(1,415) $ 2,472


Allowance for uncollectible
 notes receivable - deducted
 from other assets in the
 balance sheet:

Year ended June 30, 1995         $ 3,647 $   524  $   (36) $ 4,135

Year ended June 30, 1994         $ 5,422 $  (326) $(1,449) $ 3,647

Year ended June 30, 1993         $ 4,943 $   524  $   (45) $ 5,422


Allowance for uncollectible
 investment - deducted from
 other assets in the balance
 sheet:

Year ended June 30, 1995         $ 2,166 $   126  $(2,292) $     -

Year ended June 30, 1994         $ 2,014 $   152  $     -  $ 2,166

Year ended June 30, 1993         $    -  $ 2,014  $     -  $ 2,014


(a) Includes the translation effect of Statement of Financial Accounting     
    Standards No. 52.

                               Exhibits Index

Certain of the exhibits listed below are incorporated by reference to exhibits
to previously filed registration statements or reports of the Company as
indicated in the "Incorporated by Reference to" column.

            Incorporated     
          by Reference to   
 Ex-                       Ex-   
hibit  Registration       hibit     
 No.   No. or Report       No.                        Description               
 2(a) Form S-4 No.       2(a)  Agreement and Plan of Reorganization, as amended,
      33-52399 dated           by and among Cordis Corporation, Cordis 
      February 25, 1994        Acquisition, Inc., Webster Laboratories, Inc.
                               and certain shareholders of Webster dated as of
                               January 20, 1994.

 3    Form 10-K for        3   Restated Articles of Incorporation of the
      year ended               Company dated February 9, 1978, and Articles of
      June 30, 1983            Amendment thereto dated November 1, 1978.

 3(a) Form S-4 No.       3(a)  Articles of Amendment to the Company's Restated
      33-52399 dated           Articles of Incorporation filed with the Florida 
      February 25, 1994        Secretary of State on November 3, 1993.

 3(a) Form 10-K for      3(a)  By-Laws of the Company.
      year ended
      June 30, 1983
 
10(a) Form 10-K for     10(a)  Revolving Credit and Reimbursement Agreement,
      year ended               dated as of December 30, 1991, between Cordis
      June 30, 1992            Corporation as Borrower and NCNB National Bank 
                               of Florida as Lender.

10(a) Form S-4 No.      10(a)  Employment Agreement by and among Tony R. Brown,
      33-52399 dated           Cordis Corporation and Cordis Webster, Inc.
      February 25, 1994

10(a) Form S-4 No.      10(a)  Employment Agreement by and among Wilton W.
      33-52399 dated           Webster, Jr., Cordis Corporation and Cordis
      February 25, 1994        Webster, Inc.

10(b) Form 10-K for     10(b)  Lease Agreement dated as of March 1, 1979,
      year ended               between the Company and Olympia & York Florida
      June 30, 1985            Equity Corp.

10(b) Form 10-K for     10(b)  Lease Agreement dated as of September 20, 1991
      year ended               between the Company and Baxter Diagnostics, Inc.
      June 30, 1991

10(b)      -                -  Agreement for Cancellation of Lease dated as of 
                               June 16, 1995 between the Company and Dade
                               International, Inc.

10(d) Form 10-K for     10(d)  Cordis Corporation Incentive Stock Option Plan
      year ended               of 1982.
      June 30, 1983

10(d) Form 10-Q for     10(d)  Amendment, dated April 13, 1987, to Cordis
      quarter ended            Corporation Incentive Stock Option Plan of 1982.
      March 31, 1987

10(d) Form S-8 No.      10(d)  Cordis Corporation Non-qualified Stock Option 
      33-23668 dated           Plan.
      August 30, 1988


Exhibits Index Continued

10(d) Form S-8 No.      10(d)  Cordis Corporation Non-qualified Stock Option
      33-35304 dated           Plan.
      June 28, 1990

10(d) Form S-8 No.      10(d)  Cordis Corporation Non-qualified Stock Option
      33-63634 dated           Plan.
      June 1, 1993

10(d) Form S-8 No.      10(d)  Webster Laboratories, Inc. 1992 Stock Plan
      33-53835 dated
      May 26, 1994

10(d) Form 10-K for     10(d)  Cordis Corporation Director Non-qualified Stock
      year ended               Option Plan.
      June 30, 1992

10(d) Form S-8 No.      10(d)  Cordis Corporation Director Non-qualified Stock
      33-44953 dated           Plan.
      January 6, 1992

10(d) Form 10-K for     10(d)  Cordis Corporation Supplemental Executive
      year ended               Retirement Plan
      June 30, 1992

10(d)         -           -    Cordis Corporation Director Deferred             
                               Compensation Plan

10(d)         -           -    Cordis Corporation Executive Deferred
                               Compensation Plan

10(d) Form 10-K for    10(d)   Amended Cordis Corporation Director Retirement
      year ended               Policy
      June 30, 1992

10(f) Form 10-K for    10(f)   Cordis Corporation 1991 Performance Unit Award
      year ended               Plan 
      June 30, 1992

10(i) Form 10-Q for   10(i)    Acquisition Agreement by and between TNC Medical
      quarter ended            Devices, Pte. Ltd. and Cordis Corporation, dated 
      March 31, 1987           as of April 14, 1987, including amendments
                               thereto dated April 14, 1987 and April 30, 1987,
                               with respect to the sale of the Company's
                               worldwide cardiac pacing operations.

10(j) Form 8-K dated     4     Rights Agreement, dated September 12, 1986 
      September 12,            between the Company and Manufacturers Hanover
      1986                     Trust Company.

10(j) Form 10-K for   10(j)    Amendment No. 1, dated as of September 15, 1989
      year ended               to the Rights Agreement, dated September 12, 1986
      June 30, 1989            between the Company and Manufacturers Hanover
                               Trust Company.

10(j) Form 10-K for   10(j)    Amendment No. 2, dated as of October 12, 1989 to
      year ended               the Rights Agreement, dated September 12, 1986
      June 30, 1991            between the Company and Manufacturers Hanover
                               Trust Company.


Exhibits Index Continued


10(j) Form 10-K for   10(j)    Amendment No. 3, dated as of November 15, 1989
      year ended               to the Rights Agreement, dated September 12, 1986
      June 30, 1991            between the Company and Manufacturers Hanover
                               Trust Company.

11          -            -     Computation of earnings per share.

21          -            -     Subsidiaries of Cordis Corporation.

23          -            -     Independent Auditors' Consents.

The documents listed herein with the exception of Exhibits 11, 22, and 24 are
not included in copies of this form.  The Company will furnish any of these
documents upon request and payment of a fee to cover its expenses.  Requests
should be made to:
                            Corporate Secretary
                            Cordis Corporation
                             P. O. Box 025700
                         Miami, Florida 33102-5700
                                     
                                SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

                            CORDIS CORPORATION


Date:                                By Robert C. Strauss       
August 24, 1995                        Robert C. Strauss
                                       President and Chief Executive
                                       Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the date indicated.

              Signature                          Title



Robert Q. Marston                    Chairman of the Board of Directors
Robert Q. Marston


Robert C. Strauss                    Director, President and Chief
Robert C. Strauss                    Executive Officer


Richard W. Foxen                     Director
Richard W. Foxen


Donald F. Malin, Jr.                 Director
Donald F. Malin, Jr.


David R. Challoner                   Director
David R. Challoner


Wilton W. Webster, Jr.               Director
Wilton W. Webster, Jr.               


Patricia K. Woolf                    Director
Patricia K. Woolf


J. L. de Ruyter van Steveninck       Director
J. L. de Ruyter van Steveninck


Alfred J. Novak                      Vice President and Chief 
Alfred J. Novak                      Financial Officer

EX-11

                                                        Exhibit 11

                            CORDIS CORPORATION
                 COMPUTATION OF PRIMARY EARNINGS PER SHARE
                  (In thousands except per share amounts)


                                          Years ended June 30,       
                                   1995        1994       1993   
Income:

Income before cumulative effect of
 accounting change               $ 50,208    $ 37,491   $ 31,466 
Cumulative effect of accounting change  -      10,115          - 
                                             
     Net income                  $ 50,208    $ 47,606   $ 31,466 

Common shares:

PRIMARY

Weighted average shares
 outstanding                       16,170      15,995     15,847 
Potential dilution on exercise
 of stock options (1)                 554         557        367 
Shares included in the computation
 of primary earnings per share     16,724      16,552     16,214 

FULLY DILUTED

Weighted average shares
 outstanding                       16,170      15,995     15,847
Potential dilution on exercise of
 stock options (1)                    586         578        410 

Shares included in the computation of
 fully diluted earnings per share  16,756      16,573     16,257 

Earnings per share:

PRIMARY

Income before cumulative effect of 
 accounting change               $   3.00    $   2.27   $   1.94
Cumulative effect of accounting change  -         .61          - 

     Net income                  $   3.00    $   2.88   $   1.94  

FULLY DILUTED

Income before cumulative effect of 
 accounting change               $   3.00    $   2.26   $   1.94
Cumulative effect of accounting change  -         .61          - 

     Net income                  $   3.00    $   2.87   $   1.94 


(1) Computed under the treasury stock method based on the average price during
the periods for primary earnings per share, and the higher of the average
price during the periods or the end of period closing price for fully diluted
earnings per share.

NOTE:  The fully diluted calculation is submitted in accordance with
Regulation S-K item 601(b) (11) although not required by Accounting Principles
Board Opinion No. 15 because it results in a dilution of less than 3%.

EX-21

                                                        Exhibit 21





                    SUBSIDIARIES OF CORDIS CORPORATION



The significant subsidiaries of the Registrant, all of which are included in
the Consolidated Financial Statements, are as follows:



                                                     Jurisdiction
                                                          of
  Name                                               Incorporation


Cordis International Corporation............................  Delaware


Cordis Holding B.V..........................................  The Netherlands


Cordis Europa N.V...........................................  The Netherlands

EX-23

                                                        Exhibit 23




                       INDEPENDENT AUDITORS' CONSENT



We consent to the incorporation by reference in the Registration Statement (Form
S-8, No. 33-23668) pertaining to the Non-Qualified Stock Option Plan of Cordis
Corporation and in the related Prospectus of our report dated August 11, 1995
except for note 8, as to which the date is August 24, 1995 appearing in the
Annual Report on Form 10-K of Cordis Corporation for the year ended June 30,
1995.

Additionally, we consent to the incorporation by reference in the Registration
Statement (Form S-8, No. 2-87829) pertaining to the Incentive Stock Option Plan
of 1982 of Cordis Corporation and in the related Prospectus of our report dated 
August 11, 1995 except for note 8, as to which the date is August 24, 1995
appearing in the Annual Report on Form 10-K of Cordis Corporation for the year
ended June 30, 1995.

Additionally, we consent to the incorporation by reference in the Registration
Statement (Form S-8, No. 33-35304) pertaining to the Non-Qualified Stock Option
Plan of Cordis Corporation and in the related Prospectus of our report dated
August 11, 1995 except for note 8, as to which the date is August 24, 1995
appearing in the Annual Report on Form 10-K of Cordis Corporation  for the year
ended June 30, 1995.

Additionally, we consent to the incorporation by reference in the Registration
Statement (Form S-8, No.33-44953) pertaining to the Director Non-Qualified Stock
Option Plan of Cordis Corporation and in the related Prospectus of our report
dated August 11, 1995 except for note 8, as to which the date is August 24, 1995
appearing in the Annual Report on Form 10-K of Cordis Corporation for the year
ended June 30, 1995.

Additionally, we consent to the incorporation by reference in the Registration
Statement (Form S-8, No. 33-63634) pertaining to the Non-Qualified Stock Option
Plan of Cordis Corporation and in the related Prospectus of our report dated
August 11, 1995 except for note 8, as to which the date is August 24, 1995
appearing in the Annual Report on Form 10-K of Cordis Corporation for the year
ended June 30, 1995.

Additionally we consent to the incorporation by reference in the Registration
Statement (Form S-8, No. 33-53835) pertaining to the Webster Laboratories, Inc.
1992 Stock Plan and in the related Prospectus of our report dated August 11,
1995 except for note 8, as to which the date is August 24, 1995 appearing in the
Annual Report on Form 10-K of Cordis Corporation for the year ended June 30,
1995.


DELOITTE & TOUCHE LLP



Miami, Florida
August 24, 1995

EX-10

                                             Exhibit 10(b)
   
    
                 AGREEMENT FOR CANCELLATION OF LEASE
   
   
          THIS AGREEMENT is made and entered into this ___
   day of ________, 1995, by and between DADE INTERNATIONAL,
   INC., a Delaware corporation ("Dade") and CORDIS
   CORPORATION, a Florida corporation ("Cordis").
   
                        W I T N E S S E T H:
   
          WHEREAS, Baxter Diagnostics, Inc., a Delaware
   corporation ("Baxter Diagnostics") and Cordis entered into
   that certain lease agreement (the "Lease") dated August 23,
   1991, a copy of which is attached as Exhibit A, pursuant to
   which Cordis leased certain property located at 10555 West
   Flagler Street, Miami, Florida, including a building
   consisting of approximately 220,000 square feet of net
   rentable area and other related improvements (collectively
   the "Leased Premises") to Baxter Diagnostics. 
   
          WHEREAS, the Leased Premises are owned of record
   by American Real Estate Holdings Limited Partnership, a
   Delaware limited partnership ("American");
   
          WHEREAS, Cordis derives its interest in the
   Leased Premises pursuant to that certain lease agreement
   (the "Prime Lease") dated March 1, 1979 and amended June
   25, 1980, a copy of which is attached as Exhibit B, by and
   between Cordis and Olympia and York Florida Equity Corp.
   (predecessor in interest to American); 
   
          WHEREAS, Cordis, Baxter Diagnostics and American
   entered into that certain agreement (the "Tri-Party
   Agreement") dated April 2, 1992 in order to comply with
   certain requirements of the Prime Lease;
   
          WHEREAS, Baxter Diagnostics was merged into
   Baxter Healthcare Corporation, a Delaware corporation
   ("Baxter"), its sole shareholder, on or about December 19,
   1994;
   
          WHEREAS, pursuant to the merger of Baxter
   Diagnostics into Baxter, all of the rights and obligations
   of Baxter Diagnostics pursuant to the Lease and the Tri-
   Party Agreement were transferred to and assumed by Baxter;
   
          WHEREAS, subsequent to the merger of Baxter
   Diagnostics into, Baxter assigned to Dade all of its
   rights, benefits, privileges, duties, liabilities and
   obligations under and pursuant to the Lease and the Tri-
   Party Agreement, and Dade acquired all of Baxter's rights,
   benefits, and privileges, and assumed all of Assignor's
   duties, liabilities and obligations under the Lease and the
   Tri-Party Agreement;
   
          WHEREAS, Baxter is and will remain jointly and
   severally liable with Dade for all obligations under the
   Lease and Tri-Party Agreement; 
   
          WHEREAS, Baxter has consented to the transactions
   contemplated by this Agreement, provided that such consent
   shall not make Baxter responsible for Dade's obligations
   hereunder (except to the extent that Baxter is a guarantor
   of Dade's obligation to pay the Cancellation Fee (as
   hereinafter defined));
   
          WHEREAS, Cordis and Dade have reached an
   agreement regarding the cancellation of the Lease as
   hereinafter set forth; and
   
          WHEREAS, the parties expressly have agreed that
   the payment of the Cancellation Fee (as herein defined) is
   a payment to cancel the contractual obligations under the
   Lease and not rent or otherwise to be considered a payment
   for the use or occupancy of the Leased Premises.
   
          NOW, THEREFORE, for good and valuable
   consideration, the receipt and sufficiency of which are
   hereby acknowledged, Assignor and Dade hereby agree as
   follows:
   
          Section 1.     Recitals.  The parties hereto
   acknowledge and agree that the foregoing recitals are true
   and correct and are hereby incorporated into this
   Agreement.
   
          Section 2.     Closing and Cancellation of Lease.
   
          2.1  Cancellation of Lease.  Subject to the terms
   and conditions hereof, including those set forth in
   Section 7, payment of the Cancellation Fee and delivery of
   the items specified in Section 2.3 and Section 2.4, Cordis
   and Dade agree that the Lease and Tri-Party Agreement shall
   be cancelled on the Closing Date (as hereinafter defined)
   and, except as otherwise provided in this Agreement, the
   parties will have no further rights or obligations
   thereunder.
   
          2.2  Time and Place.  Unless extended pursuant to
   the provisions of this Agreement, consummation of the
   transactions relating to cancellation of the Lease and Tri-
   Party Agreement (the "Closing") will take place at 10:00
   A.M. on October 31, 1995 (the "Closing Date"), at the
   office of White & Case, 200 S. Biscayne Boulevard, Miami,
   Florida 33131-2352 or such other place as the parties shall
   mutually agree.  The Lease and Tri-Party Agreement shall
   remain in full force and effect until the Closing occurs
   and, in the event the Closing does not occur, shall only
   terminate in accordance with the terms and conditions of
   the Lease and Tri-Party Agreement.
   
          2.3  Closing Expenses.
   
               2.3.1     At Closing, Dade will pay the cost
   of recording any instruments required to be recorded.
   
               2.3.2     Each party will pay any fees due
   to its attorneys or other consultants.
   
          2.4  Delivery of Documents and Payment of
   Cancellation Fee by Dade.  At the Closing, in addition to
   any other documents specifically required to be delivered
   or acts required to be done pursuant to this Agreement,
   Dade will deliver, or cause to be delivered, to Cordis the
   following (all of which shall be in form reasonably
   acceptable to Cordis):
   
               2.4.1     a payment in an amount equal to
   the sum of (i) $5,450,000, (ii) $6,000 multiplied by the
   number of days, if any, after June 15, 1995 and prior to
   the date on which this Agreement is executed by Dade and
   delivered to Cordis, (iii) any amounts described in Section
   4.2.2(ii) (collectively the "Cancellation Fee").  The
   Cancellation Fee shall be paid on the Closing Date by wire
   transfer to an account specified by Cordis;
   
               2.4.2     a quit claim deed in recordable
   form conveying any interest of Dade in the Leased Premises
   to Cordis;
   
               2.4.3     a memorandum of termination of the
   Lease in recordable form;
   
               2.4.4     originals or copies of the
   maintenance records set forth on Exhibit C and such other
   maintenance records relating to the Leased Premises during
   the term of the Lease as Cordis reasonably requests at
   least 5 days prior to the Closing Date; and 
   
               2.4.5     an absolute bill of sale with
   respect to all personalty and fixtures then on or at the
   Leased Premises.
   
          2.5  Prorations.  Except as otherwise
   specifically set forth in this Agreement, all costs and
   expenses of, and impounds, prepayments or deposits
   affecting or related to, the Leased Premises and all rent
   due under the Lease, will be paid by Dade through September
   30, 1995 with all such amounts paid on or before the
   Closing Date to the extent reasonably possible. 
   Termination of the Lease in accordance with this Agreement
   shall not relieve Dade of responsibility for payment of all
   or any of the foregoing amounts which are accrued but
   unpaid as of the Closing Date; provided, however, that ad
   valorem property taxes for 1995 shall, to the extent
   payment of such taxes is an obligation of Dade, be
   satisfied by payment of the Cancellation Fee and Dade shall
   have no separate obligation for such 1995 ad valorem
   property taxes.
   
          Section 3.     Cooperation.  Dade will
   immediately allow Cordis to begin marketing the Leased
   Premises to any potential replacement user(s) of the Leased
   Premises and will cooperate with Cordis in connection with
   such marketing efforts prior to the Closing Date including
   (i) making the Leased Premises available to Cordis or its
   agents during normal business hours or outside of normal
   business hours with at least 24 hours notice for all
   showings, investigations, examinations and inspections of
   the Leased Premises by any person; (ii) the proper and
   orderly maintenance and cleaning of the Leased Premises;
   and (iii) the maintenance of relationships with all
   subcontractors, suppliers and other contract vendees that
   are reasonably necessary for the orderly operation of the
   Leased Premises by Dade.
   
          Section 4.     Inspection Period and Repairs.
   
          4.1  Inspection Period.  Cordis will have the
   right with reasonable advance notice, from and after the
   date of this Agreement through 5:00 P.M. on the 45th day
   after the Agreement Date (the "Inspection Period"), to
   inspect the physical and other conditions of or with
   respect to the Leased Premises, including the right to make
   such engineering, analyses and other investigations
   (excluding soil tests) as Cordis deems reasonably necessary
   and appropriate, to review, and to make and retain copies
   of, all of the permits, plans and specifications,
   maintenance records and other documents, if any, relating
   to the operation or maintenance of the Leased Premises
   during the term of the Lease and in the possession or
   control of Dade, including but not limited to those items
   set forth on Exhibit C, and to investigate and/or review
   any other facts, circumstances or matters which Cordis
   deems relevant to its proposed termination of the Lease. 
   Dade agrees to cooperate with Cordis in making available to
   Cordis the permits, plans and specifications, maintenance
   records and other documents, if any, relating to the
   operation or maintenance of the Leased Premises during the
   term of the Lease which Cordis reasonably requests or which
   are reasonably necessary in order to satisfy any of Cordis'
   requests.  During the Inspection Period, Cordis and Dade
   shall prepare a schedule of any items to be removed from
   the Leased Premises upon termination of the Lease and any
   items which must be repaired or refurbished by Dade prior
   to the Closing Date.  Such schedule shall include the
   estimated cost of all such repairs or refurbishments and
   Dade shall be deemed to be on notice of all such items and
   costs as though they were discovered by Cordis and Dade was
   notified of same pursuant to Section 4.2.1 and Section
   4.2.2.
   
          4.2  Repairs by Dade.
   
               4.2.1     Cordis will have the right, which
   may be exercised by delivering written notice to Dade at
   any time during the Inspection Period, to notify Dade of
   any objections to the condition of the Leased Premises
   discovered by Cordis during the Inspection Period
   (including, without limitation, any defect or other
   deficiency in the physical condition of the improvements,
   fixtures or the personalty or any objection to the status
   or standing of any contract or permit).  Such notice shall
   specify Cordis' estimate of the cost of correcting such
   defect or deficiency.  Notwithstanding the foregoing,
   Dade's obligation under this Section 4.2 shall not include
   ordinary wear and tear to any part of the Leased Premises
   (including, without limitation, the parking lot and other
   road surfaces) or the personal property or fixtures located
   at the Leased Premises from the date of the Lease to the
   Closing Date.
   
               4.2.2     Upon receipt of a notice pursuant
   to Section 4.2.1, Dade shall have a period of time not to
   exceed 45 days after the date of such notice within which
   to cure any objection or defect identified therein or, if
   such objection or defect is not capable of being cured
   within such 45 day period, Dade shall commence such cure
   within such 45 day period and thereafter continually and
   diligently pursue completion of such cure.  If Dade fails
   or is unable to cure or remove the objection or defect,
   Cordis may, at Cordis' sole option, either (i) accept the
   Leased Premises in its then existing condition or (ii)
   increase the Termination Fee by the estimate of the cost of
   correcting such defect or deficiency and such increase in
   the Cancellation Fee shall be non-refundable and shall
   constitute final and absolute settlement of all claims by
   Cordis for repairs to the Leased Premises; provided,
   however, that if the aggregate increase in the Cancellation
   Fee required under this Section 4.2.2 (ii) exceeds
   $250,000, the estimated amount shall be deposited with an
   escrow agent acceptable to Cordis and Dade and such amount
   shall thereafter be disbursed to fund the costs of
   correcting such defects or deficiencies.  In the event the
   actual costs are less than the amount deposited with the
   escrow agent, such excess shall be refunded to Dade.  In
   the event the actual costs exceed the amount deposited with
   the escrow agent, Dade shall fund all such excess costs
   upon submission of invoices, etc. to Dade.  
   
          Section 5.     Representations and Warranties.
   
          5.1  Representations, Warranties and Covenants of
   Dade.  Dade hereby warrants, covenants and represents the
   following to Cordis with full knowledge that Cordis is
   acting in reliance upon same in executing the Agreement and
   commencing performance hereunder:
   
               5.1.1  Lease.  The Lease is in full force
   and effect, and there exists no event of default or event
   or act (including, without limitation, the execution,
   delivery or performance of this Agreement) which, with the
   giving of notice, the lapse of time or the happening of any
   other event or condition would become a default thereunder. 
   Except for Cordis's consent under the Lease and the consent
   of American under the Prime Lease, no consent of any person
   is required in order for all the rights and privileges of
   Baxter under the Lease and the Tri-Party Agreement to be
   fully assigned to Dade, for all of the duties and
   obligations under the Lease and Tri-Party Agreement to be
   assumed by Dade and guaranteed by Baxter and for the Lease
   and the Tri-Party Agreement to be as valid and enforceable
   by and against Dade on and after the assignment thereof as
   it is by and against Baxter immediately prior to such time. 
   Dade has not violated any of the terms and conditions of
   the Lease or the Tri-Party Agreement and, to the best of
   its knowledge, all of the covenants to be performed by
   every other party thereto as of the date hereof have been
   fully performed in all material respects.
   
               5.1.2     Dade is a corporation duly
   organized, validly existing and in good standing under the
   laws of the State of Delaware and has all requisite
   corporate power and authority to enter into and perform
   this Agreement.
   
               5.1.3     The execution and delivery of this
   Agreement and the consummation of the transactions
   contemplated hereby have been duly and validly authorized
   by all necessary corporate action on the part of Dade. 
   This Agreement has been duly executed and delivered by
   authorized representatives of Dade and this Agreement and
   all exhibits and documents executed and delivered by it in
   connection with the consummation of the transactions
   contemplated hereby constitute valid and legally binding
   and enforceable obligations of Dade.  No consent, approval
   or other action by any governmental authority is required
   in connection with the execution, delivery and performance
   by Dade of this Agreement.
   
               5.1.4     Neither the execution and delivery
   of this Agreement by Dade nor compliance by Dade with any
   of the provisions hereof will (i) violate or conflict with
   any provisions of, or constitute a default (or an event
   which, with notice or lapse of time or both, would
   constitute a default) under, or result in the termination
   of, or accelerate the performance required by, or result in
   the creation of any lien upon the Leased Premises or any of
   the personal property or fixtures which will remain at the
   Lease Premises under any of the terms, conditions or
   provisions of its articles of incorporation, by-laws, any
   note, bond, mortgage, indenture, deed of trust, license,
   agreement or other instrument or obligation to which it is
   a party, or by which it or any of its properties or assets
   may be bound or affected, or (ii) violate any order, writ,
   injunction, decree, statute, rule or regulation applicable
   to Dade.
   
               5.1.5     Except as disclosed on Exhibit D,
   since December 19, 1994 Dade has not received, from any
   governmental authority having jurisdiction over the Leased
   Premises, any official notice of violation on or by Leased
   Premises of any applicable laws, ordinances, orders, rules
   and regulations of any federal, state or local authority or
   governmental or quasi-governmental agency having
   jurisdiction over the Leased Premises, except such notices
   or violations which have heretofore have been corrected,
   waived or rescinded.
   
               5.1.6     Except as disclosed on Exhibit E,
   since December 19, 1994 Dade has not received written
   notice from any court, municipal department, commission,
   board, bureau, agency or other body having authority over
   the Leased Premises of any actions, suits, proceedings
   (including condemnation proceedings) thereof or therein
   affecting the Leased Premises or any portion thereof.
   
               5.1.7     Except as disclosed on Exhibit F,
   since December 19, 1994 there are no management, service
   company, equipment, supply, maintenance or other similar
   agreements with respect to the Leased Premises which may
   create a lien on the Leased Premises or impose any
   obligation on Cordis subsequent to the Closing Date.
   
               5.1.8     Dade is not a foreign person as
   defined in Section 1445(f) of the Internal Revenue Code of
   1986, as amended, and will, upon request, furnish Cordis an
   appropriate affidavit to such effect.  
   
               5.1.9     Since December 19, 1994 there has
   been no breach or violation of any of the Lessee's
   representations, warranties or covenants set forth in the
   Lease.
   
          5.2  Representations, Warranties and Covenants of
   Cordis.  Cordis hereby warrants, covenants and represents
   the following to Baxter and Dade with full knowledge that
   they are acting in reliance upon same in executing this
   Agreement and commencing performance hereunder:
   
               5.2.1  Lease.  The Lease is in full force
   and effect, and there exists no event of default or event
   or act (including, without limitation, the execution,
   delivery or performance of this Agreement) which, with the
   giving of notice, the lapse of time or the happening of any
   other event or condition would become a default thereunder. 
   Except for Cordis's consent under the Lease and the consent
   of American under the Prime Lease, no consent of any person
   is required in order for all the rights and privileges of
   Baxter under the Lease and the Tri-Party Agreement to be
   fully assigned to Dade, for all of the duties and
   obligations under the Lease and Tri-Party Agreement to be
   assumed by Dade and guaranteed by Baxter and for the Lease
   and the Tri-Party Agreement to be as valid and enforceable
   by and against Dade on and after the assignment thereof as
   it is by and against Baxter immediately prior to such time. 
   Cordis has not violated any of the terms and conditions of
   the Lease or the Tri-Party Agreement and, to the best of
   its knowledge, all of the covenants to be performed by
   every other party thereto as of the date hereof have been
   fully performed in all material respects.
   
               5.2.2     Cordis is a corporation duly
   organized, validly existing and in good standing under the
   laws of Florida and has all requisite power and authority
   to enter into and perform this Agreement.
   
               5.2.3     The execution and delivery of this
   Agreement and the consummation of the transactions
   contemplated hereby have been duly and validly authorized
   by all necessary corporate action on the part of Cordis. 
   This Agreement has been duly executed and delivered by
   authorized representatives of Cordis and this Agreement and
   all exhibits and documents executed and delivery by Cordis
   in connection with the consummation of the transactions
   contemplated hereby constitute valid and legally binding
   and enforceable obligations of Cordis.  No consent,
   approval or other action by any governmental authority is
   required in connection with the execution, delivery and
   performance by Cordis of this Agreement.
   
               5.2.4     Neither the execution and delivery
   of this Agreement by Cordis nor the consummation of the
   transactions contemplated hereby nor compliance by Cordis
   with any of the provisions hereof will (i) violate, or
   conflict with, or result in a breach of any provisions of,
   or constitute a default (or an event which with notice or
   lapse of time or both, would constitute a default) under,
   or result in the termination of, or accelerate the
   performance required by, or result in the creation of any
   lien upon any of the properties or assets of Cordis under
   any of the terms, conditions or provisions of the articles
   of incorporation or by-laws of Cordis, any note, bond,
   mortgage, indenture, deed of trust, license, agreement or
   other instrument or obligation to which Cordis is a party,
   or by which it or any of its properties or assets may be
   bound or affected, or (ii) violate any order, writ,
   injunction, decree, statute, rule or regulation applicable
   to Cordis.
   
          Section 6.     Covenants of Dade.
   
          6.1  Compliance.  Prior to the Closing, Dade will
   continue to comply with and abide by all of the covenants,
   conditions and requirements set forth or imposed by,
   related to or arising out of all statutes, laws,
   ordinances, rules, regulations, plans, permits, agreements,
   contracts, authorizations or approvals related or
   applicable to any portions of the Leased Premises,
   performing all acts required to be performed fully and
   promptly.  Neither Dade nor any person claiming by, through
   or under it, will apply for or seek to obtain any
   modification or amendment to, or release from, any statute,
   law, ordinance, rule, regulation, plan, permit, contract,
   approval or authorization applicable to the Leased
   Premises, and the use and development thereof, by Cordis or
   any person claiming by, through or under Cordis, unless
   Dade first obtains the specific prior written consent of
   Cordis.
   
          6.2  Notices of Violations.  In the event that
   Dade receives any notice from Dade County, Florida or any
   other governmental or quasi-governmental authority having
   jurisdiction over the Leased Premises, of a violation or
   alleged violation of any statute, law, ordinance, rule,
   permit, regulation or agreement governing the planning,
   development, construction, occupancy, use or maintenance of
   any portion of the Leased Premises, or of any permit,
   approval or authorization issued in connection therewith or
   of any contemplated or pending investigation with respect
   thereto, Dade promptly will deliver a copy of such notice
   to Cordis; and Cordis will have the option (but will not be
   required) either to (i) participate with Dade in responding
   to such notice, or (ii) seek independently to intervene in
   any proceeding of which notice has been given for the
   purpose of protecting Cordis' interests in and with respect
   to the Leased Premises.
   
          6.3  Maintenance of the Property.  Dade will
   maintain the Leased Premises diligently and in good faith
   and will use its best efforts to preserve the improvements
   in the same state of condition and repair.  Dade will not
   perform or allow the performance of any additional
   construction on the Leased Premises (except to restore the
   Leased Premises to such condition as is required under the
   Lease and hereunder or in the event of an emergency, notice
   of which will be promptly given to Cordis), or enter into
   any new contracts or other agreements affecting or binding
   upon the Leased Premises, after the date of this Agreement
   without Cordis' express prior written consent.
   
          6.4  Status of Agreements.  Dade will not make or
   permit any amendment or modification to any existing, or
   enter into any new, contract, lease, permit or other
   document affecting the Leased Premises, and will not do any
   act or omit to do any act that will cause a breach of any
   contract, lease or permit, without Cordis' express prior
   written consent.  Dade will cancel or otherwise cause to be
   terminated at its sole cost and expense on or before the
   Closing Date all of the agreements, etc. listed on Exhibit
   E.
   
          6.5  Condition of Personalty and Fixtures.  Dade
   will maintain the personalty which is to remain at the
   Leased Premises and all fixtures at the Leased Premises in
   the same condition, repair and working order as such
   personalty and fixtures exists on the later of the date of
   the Lease or their delivery to or installation at the
   Leased Premises, subject only to ordinary wear and tear.
   
          Section 7.     Conditions to Obligations of
                            Cordis.
   
          The obligations of Cordis to be performed by it
   at Closing pursuant to this Agreement (and cancellation of
   the Lease) are subject to the fulfillment as of the Closing
   Date of each of the following conditions:
   
          7.1  Correctness of Representations and
   Warranties.  Each of the representations and warranties of
   Dade set forth herein shall have been true and complete in
   all material respects when made and on the Closing Date as
   if made at and as of that time.
   
          7.2  Compliance with Agreement.  Dade shall have
   performed and complied in all respects with all agreements,
   undertakings and obligations which are required to be
   performed or complied with by Dade at or prior to the
   Closing, including the Lease and Tri-Party Agreement.
   
          7.3  Vacating Leased Premises.  Dade shall have
   vacated the Leased Premises prior to the Closing Date and
   left the Leased Premises in a clean, usable and undamaged
   condition, ordinary wear and tear excepted.  Cordis shall
   have an additional period of 3 days prior to the Closing
   Date to inspect the Leased Premises in order to determine
   if Dade has complied with its obligations under this
   Section 7.3.
   
          7.4  Agreement of Baxter.  Baxter shall have
   executed and delivered to Cordis the joinder and guaranty
   attached to this Agreement and an assignment and assumption
   of the Lease in a form acceptable to Cordis.
   
          7.5  Failure of Condition(s).  If any
   condition(s) precedent set forth in this Section 7 are not
   satisfied as of the Closing Date, Cordis may either (i)
   waive satisfaction of such condition(s) and proceed to
   Closing or (ii) terminate this Agreement by written notice
   to Baxter and Dade, in which event the Lease shall remain
   in full force and effect, Dade shall immediately pay the
   full rent due under the Lease for the month of October,
   1995, this Agreement will be null and void and the parties
   will have no further rights or obligations hereunder.
   
          Section 8.     Brokers.  Each party represents
   and warrants to the other that it has not consulted, dealt
   or negotiated with any real estate broker, finder, salesman
   or agent to whom a commission or other compensation is or
   could be due in connection with the termination of the
   Lease.  Each party hereby agrees to indemnify and hold
   harmless the other from any losses, damages, costs,
   liabilities or expenses, including reasonable costs and
   attorneys fees incurred in trial, appellate or post
   judgment proceedings, related to or arising out of any
   breach of the representations, warranties and agreements
   set forth in this Section 8.  
   
          Section 9.     Survival of Representations,
                            Warranties and Agreements;
                            Indemnification.
   
          9.1  Survival.  The continued validity and
   performance in all respects of all representations,
   warranties, covenants and agreements set forth in this
   Agreement are a condition precedent to the performance of
   Cordis' obligations hereunder.  All representations,
   warranties and covenants set forth in this Agreement, the
   Tri-Party Agreement and the Lease are continuing and will
   be true and correct on and as of the Closing Date with the
   same force and effect as if made at that time.  The effect
   of the representations, warranties and covenants of Baxter
   and Dade set forth in this Agreement will not be affected
   by any investigation, verification or approval by Cordis,
   or by anyone on behalf of Cordis, or by the delivery of the
   Cancellation Fee.  Anything to the contrary
   notwithstanding, the representations, warranties, covenants
   and agreements set forth in this Agreement and the
   representations and warranties set forth in the Lease shall
   survive closing of the transactions which are the subject
   of this Agreement until December 31, 1996.
   
          9.2  Indemnity of Dade.  Cordis will defend,
   indemnify and hold Dade harmless from all damages accruing
   from or resulting by reason of the inaccuracy of any
   representation or warranty or the breach or nonperformance
   of any covenant or agreement made by Cordis in this
   Agreement.
   
          9.3  Indemnity of Cordis.  Dade will defend,
   indemnify and hold harmless Cordis from and against all
   damages accruing from or resulting by reason of (i) all
   claims of mechanics' and materialmen based upon work
   performed to or upon the Leased Premises from the date of
   the Lease to the Closing Date or otherwise incurred by or
   on behalf of Dade, except as set forth in Exhibit G, (ii)
   claims of whatever nature (including, without limitation
   claims, for personal injury, wrongful death or property
   damage) against Cordis or the Leased Premises based upon
   causes of action or occurrences arising after the date of
   the Lease and prior to the Closing Date, (iii) the
   inaccuracy of any representation or warranty or the breach
   or nonperformance of any covenant or agreement made by Dade
   in this Agreement or (iv) the inaccuracy of any
   representation or warranty in the Lease.
   
          9.4  Scope of Indemnification.  The indemnities
   set forth in this Section 9 include all costs and expenses,
   including, without limitation, reasonable attorneys' and
   paralegals' fees, incurred in trial, appellate and post
   judgment proceedings, whether by judgment, settlement or
   otherwise.
   
          Section 10.  Leasing of the Leased Premises
   Subsequent to Closing Date.  In the event Cordis leases all
   or part of the Leased Premises to a new tenant after the
   Closing Date and before January 1, 1997, Cordis shall pay
   Dade an amount equal to 15 percent of all rent collected by
   Cordis during such period as such rent is received by
   Cordis.  Dade shall have no right to any rents received by
   Cordis after December 31, 1996.  Any costs, expenses or
   taxes relating to the Leased Premises which are paid by
   tenants or otherwise passed through to tenants shall not
   constitute rent for purposes of this Section 10.  Baxter
   shall have no rights whatsoever under this Section 10.
   
          Section 11.  Miscellaneous.
   
               11.1  Severability.  Any provision of this
   Assignment and Assumption of Lease and Consent to
   Assignment which is prohibited or unenforceable will be
   ineffective to the extent of such prohibition or invalidity
   without invalidating the remaining portions hereof.
   
               11.2  Successors and Assigns.  This
   Assignment and Assumption of Lease and Consent to
   Assignment will enure to the benefit of and be binding
   upon, and is intended solely for the benefit of, the
   parties hereto, and their respective successors and
   assigns; and no third party will have any rights,
   privileges or other beneficial interest herein or
   hereunder.
   
               11.3  Governing Law.  This Assignment and
   Assumption of Lease and Consent to Assignment is governed
   by and will be construed in accordance with the laws of the
   State of Florida, and in the event of any litigation
   concerning the terms of this Assignment and Assumption of
   Lease and Consent to Assignment, proper venue thereof will
   be in Dade County, Florida.
   
               11.4  Counterparts.  This Agreement may be
   executed in two or more counterparts, each of which shall
   be deemed an original, but all of which will constitute the
   same instrument.
   
          IN WITNESS WHEREOF, Cordis and Dade have caused
   this Agreement to be executed on the date first above
   written.
   
   WITNESSES:                 CORDIS CORPORATION, a Florida
                              corporation
   
   
   ________________________        
                              By:__________________________
                              Print Name:__________________               
   ________________________   Title:_______________________
   
   
   WITNESSES:                 
                              DADE INTERNATIONAL, INC., a
                              Delaware corporation
   
   
   ________________________        
                              By: _________________________
                              Print Name:__________________
   ________________________   Title:_______________________

  

                            JOINDER
   
   
   
          BAXTER HEALTHCARE CORPORATION hereby joins in this
   Agreement solely for purposes of consenting to the
   transactions contemplated hereby and acknowledging that this
   Agreement shall not limit Baxter's obligations under the
   Lease or Tri-Party Agreement nor, except for Baxter's
   Guaranty of Dade's obligation to pay the Cancellation Fee,
   create any further duties or obligations for Baxter.
   
   WITNESSES:                 
                              BAXTER HEALTHCARE CORPORATION,
                              a Delaware corporation
   
   
   ________________________        By: _________________________
                                   Print Name:__________________
   ________________________        Title:_______________________
                                   Date:________________________
   
   
      
                           Baxter Guaranty
   
          1.  Upon execution of this Guaranty, Baxter does
   hereby absolutely and unconditionally guaranty (the
   "Guaranty") to Cordis, its successors and assigns, and to any
   mortgagee holding a mortgage upon the interest of Cordis in
   the Leased Premises, the due and punctual payment by Dade of
   the Cancellation Fee (the "Obligation").  Upon satisfaction
   of the Obligation, Baxter shall have no further obligation
   whatsoever under this Guaranty or to pay rent, taxes or
   operating expenses relating to the Leased Premises pursuant
   to the Lease.  The obligations of Baxter pursuant to
   paragraph 22G of the Lease shall specifically survive the
   Closing without limitation and all causes of action for any
   breach of any other agreement, covenant, obligation or duty
   of Baxter under the Lease through the Closing Date shall
   survive until December 31, 1996.
   
          2.   Baxter waives (i) notice of acceptance hereof,
   of any action taken or omitted in reliance hereon and of any
   defaults of Dade in the performance or observance of the
   Obligation, (ii) any presentment, demand, protest or notice
   of any kind, (iii) all subrogation and contribution rights
   against Dade, (iv) diligence, (v) all risks of setoff or
   counterclaim, and (vi) the breach of any statute of
   limitations.
   
          3.   Cordis may, at any time and from time to time,
   without the consent of or notice to Baxter, without incurring
   responsibility to Baxter and without impairing or releasing
   any of Cordis' rights, or any of the Obligations of Baxter
   hereunder:  (i) change the manner, place or terms of
   performance of the Agreement (as hereinafter defined); (ii)
   sell, exchange, release or otherwise deal with all or any
   part of the Leased Premises; (iii) release anyone liable in
   any manner for performance under the Agreement; and (iv)
   exercise or refrain from exercising any rights against Dade
   and others, including Baxter.
   
          4.   The Guaranty shall be absolute and continuing,
   and Cordis shall not be required to take any proceedings
   against Dade, or give any notice to Baxter before Cordis has
   the right to demand payment by Baxter upon default by Dade. 
   The Guaranty and the liability of Baxter hereunder shall in
   no way be impaired or affected by any assignment which may be
   made of the Lease or any subletting thereunder, or by any
   extension of the payment of any rental or any other sum
   provided to be paid by Dade, or by any forbearance or delay
   in enforcing any of the terms, conditions, covenants or
   provisions of the Agreement or any amendment, modification of
   revision of the Agreement, or by the invalidity of the
   Agreement.
   
          5.   No action or proceeding brought or instituted
   under this Guaranty against Baxter, and no recovery had in
   pursuance thereof shall be a bar or defense to any further
   action or proceeding which may be brought under this Guaranty
   by reason of any further default or defaults of Dade.
   
          6.   The liability of Baxter under the Guaranty
   shall not be deemed to be waived, released, discharged,
   impaired or effected by reason of the release or discharge of
   Dade by any creditor, receivership, bankruptcy (or
   reorganization proceedings under the Bankruptcy Act) or other
   proceedings or the rejection or disaffirmance of the
   Agreement in any such proceedings.
   
          7.   All of the terms, agreements and conditions of
   this Guaranty shall extend to and be binding upon Baxter and
   its successors, administrators, and assigns, and shall inure
   to the benefit of Cordis, its successors and assigns, and to
   any future owner of the fee of the Leased Premises and to any
   mortgage on the fee interest of Cordis in the Leased
   Premises.
   
          8.   All capitalized terms not specifically defined
   in this Guaranty shall have the meaning given such terms in
   that certain Agreement for Cancellation of Lease dated
   June ___, 1995 by and between Dade International, Inc., a
   Delaware corporation, and Cordis Corporation, a Florida
   corporation (the "Agreement").
   
   WITNESSES:                 
                                   BAXTER HEALTHCARE CORPORATION,
                                   a Delaware corporation
   
   
   ________________________        By: _________________________
                                   Print Name:__________________
   ________________________        Title:_______________________
                                   Date:________________________
   
   
      
                                                            EXHIBIT A
   
   
   
   
                                   LEASE
                                                            EXHIBIT B
   
   
   
   
                                PRIME LEASE
                                                            EXHIBIT C
   
   
   
   
                            MAINTENANCE RECORDS
                                                            EXHIBIT D
   
   
   
   
                            GOVERNMENTAL NOTICES
      
                                                            EXHIBIT E
   
   
   
   
                              LITIGATION NOTICES
      
                                                            EXHIBIT F
   
   
   
   
                             SERVICE AGREEMENTS
      
                                                           EXHIBIT G 
   
   
   
   
                   MECHANIC'S OR MATERIALMAN'S CLAIMS
   

EX-10

   
                                             Exhibit 10(b)           
   
                        CONSENT TO ASSIGNMENT
                       AND ASSUMPTION OF LEASE
                       AND TRI-PARTY AGREEMENT
   
   
          THIS CONSENT TO ASSIGNMENT AND ASSUMPTION OF
   LEASE AND TRI-PARTY AGREEMENT is made and entered into this
   ___ day of July, 1995 ("Consent"), by and between BAXTER
   HEALTHCARE CORPORATION, a Delaware corporation ("Baxter")
   which is the successor in interest to Baxter Diagnostics,
   Inc., a Delaware corporation ("Baxter Diagnostics"), DADE
   INTERNATIONAL, INC., a Delaware corporation ("Dade") and
   CORDIS CORPORATION, a Florida corporation ("Cordis").
   
                        W I T N E S S E T H:
   
          WHEREAS, Baxter Diagnostics and Cordis entered
   into that certain lease agreement (the "Lease") dated
   August 23, 1991, a copy of which is attached as Exhibit A,
   pursuant to which Cordis leased certain property located at
   10555 West Flagler Street, Miami, Florida, including a
   building consisting of approximately 220,000 square feet of
   net rentable area and other related improvements
   (collectively the "Leased Premises") to Baxter Diagnostics;
   
          WHEREAS, the Leased Premises are owned of record
   by American Real Estate Holdings Limited Partnership, a
   Delaware limited partnership ("American");
   
          WHEREAS, Cordis derives its interest in the
   Leased Premises pursuant to that certain lease agreement
   dated March 1, 1979 and amended June 25, 1980 (the "Prime
   Lease"), a copy of which is attached as Exhibit B, by and
   between Cordis and Olympia and York Florida Equity Corp.
   (predecessor in interest to American); 
   
          WHEREAS, Cordis, Baxter Diagnostics and American
   entered into that certain agreement dated April 2, 1992
   (the "Tri-Party Agreement") in order to comply with certain
   requirements of the Prime Lease;
   
          WHEREAS, by agreement dated December 20, 1994
   (the "Assignment"), a copy of which is attached as Exhibit
   C, Baxter Diagnostics assigned to Dade all of its rights,
   benefits, privileges, duties, liabilities and obligations
   under and pursuant to the Lease and the Tri-Party
   Agreement, and Dade acquired all of Baxter Diagnostics'
   rights, benefits, and privileges, and is willing to assume
   all of Baxter Diagnostics' duties, liabilities and
   obligations under the Lease and the Tri-Party Agreement;
   
          WHEREAS, pursuant to the terms of the Assignment,
   Baxter Diagnostics expressly agreed and acknowledged that
   the Assignment would not affect, reduce or release Baxter
   Diagnostics from any obligations under the Lease or Tri-
   Party Agreement and, as such, Baxter Diagnostics remained a
   primary obligor under the Lease and Tri-Party Agreement at
   all times subsequent to the date of the Assignment;
   
          WHEREAS, Baxter Diagnostics was merged into
   Baxter, its sole shareholder, effective December 30, 1994;
   
          WHEREAS, pursuant to the merger of Baxter
   Diagnostics into Baxter, all of the rights and obligations
   of Baxter Diagnostics pursuant to the Lease and the Tri-
   Party Agreement were transferred to and assumed by Baxter
   and, as such, Baxter at all times both prior to and
   subsequent to the date of the Assignment remains a primary
   obligor under the Lease and Tri-Party Agreement;
   
          WHEREAS, the effectiveness of the Assignment is
   expressly conditional upon the consent of Cordis and
   American; and
   
          WHEREAS, subject to the provisions hereof and,
   with respect to American, subject to the conditions set
   forth on the conditional consent of American attached
   hereto, Cordis and American have agreed to consent to the
   transactions provided for in the Assignment.
   
          NOW, THEREFORE, for good and valuable
   consideration, the receipt and sufficiency of which are
   hereby acknowledged, Baxter, Dade and Cordis hereby agree
   as follows:
   
          Article 1.  Recitals.
   
          The parties hereto acknowledge and agree that the
   foregoing recitals are true and correct and are hereby
   incorporated into this Consent.
   
          Article 2.  Assignment.  Baxter expressly
   acknowledges and agrees that subsequent to the date of the
   Assignment Baxter shall continue to be responsible as a
   primary obligor for all of the obligations under the Lease
   and Tri-Party Agreement jointly and severally with Dade and
   that neither the Assignment nor this Consent shall relieve
   or release Baxter from any duties or obligations to Cordis
   or American thereunder or hereunder during the entire term
   of the Lease.  Furthermore, Baxter acknowledges and agrees
   that in the event of a default by Dade under the Lease or
   Tri-Party Agreement, Cordis or American may, in their sole
   discretion, proceed against Baxter or Dade individually or
   Baxter and Dade jointly in order to remedy such default.
   
          Article 3.  Assumption.  Dade hereby confirms
   that as of the date of the Assignment, Dade shall be a
   primary obligor under the Lease and Tri-Party Agreement
   jointly and severally with Baxter, and Dade shall be bound
   by all of the terms thereof and undertake all of the
   obligations of Baxter therein occurring or arising on or
   after December 20, 1994.  Dade shall not be responsible to
   any person for the discharge or performance of any duty or
   obligation pursuant to or in connection with the Lease
   occurring or arising prior to December 20, 1994.
   
          Article 4.  Baxter's Representations.  The Lease
   attached hereto as Exhibit A is a true and correct copy of
   the Lease, with all amendments thereto.  The Lease is in
   full force and effect, and Baxter has no knowledge that
   there exists an event of default or that an event or act
   has occurred (including, without limitation, the execution,
   delivery or performance of this Agreement) which, with the
   giving of notice, the lapse of time or the happening of any
   other event or condition would become a default thereunder. 
   Except for Cordis' consent under the Lease and the consent
   of American under the Prime Lease, no consent of any person
   is required in order for all the rights and privileges of
   Baxter under the Lease and the Tri-Party Agreement to be
   fully assigned to Dade, for all of the duties and
   obligations under the Lease and Tri-Party Agreement to be
   assumed by Dade and for the Lease and the Tri-Party
   Agreement to be as valid and enforceable by and against
   Dade on and after the date of the Assignment as it is by
   and against Baxter immediately prior to such time.  Baxter
   has not violated any of the terms and conditions of the
   Lease or the Tri-Party Agreement and, to the best of
   Baxter's knowledge, all of the covenants to be performed by
   every other party thereto as of the date hereof have been
   fully performed in all material respects.
   
          Article 5.  Cordis Consent.  In consideration of
   and reliance on Baxter's express agreement to remain
   primarily and jointly and severally responsible with Dade
   (also as a primary obligor) for all duties and obligations
   under the Lease and Tri-Party Agreement, Cordis hereby
   consents to the transactions provided for in the
   Assignment.
   
          Article 6.  Third Party Beneficiary.  Cordis,
   Baxter and Dade hereby acknowledge and agree that American
   is an intended third party beneficiary of this Consent and
   shall be entitled to enforce the same; provided, however,
   that nothing herein shall create, expand or amend or modify
   any existing obligation of American under the Prime Lease
   or the Tri-Party Agreement and, further provided, that
   nothing herein shall create, expand or amend or modify any
   existing right of American with respect to Cordis under the
   Prime Lease or the Tri-Party Agreement.
   
          Article 7.  Notice.  Any notice, statement,
   demand or other communication required or permitted to be
   given, rendered or made to Dade under the Tri-Party
   Agreement shall be addressed as follows and made pursuant
   to Section 10 of the Tri-Party Agreement:
   
               Attention:  General Counsel
               1717 Deerfield Road
               Deerfield, IL  60015
               Facsimile:  (708) 267-5376
          
          Article 8.  Miscellaneous.
   
               8.1  Severability.  Any provision of this
   Consent which is prohibited or unenforceable will be
   ineffective to the extent of such prohibition or invalidity
   without invalidating the remaining portions hereof.
   
               8.2  Successors and Assigns.  This Consent
   will enure to the benefit of and be binding upon, and is
   intended solely for the benefit of, the parties hereto, and
   their respective successors and assigns; and no third party
   other than American will have any rights, privileges or
   other beneficial interest herein or hereunder.
   
               8.3  Governing Law.  This Consent is
   governed by and will be construed in accordance with the
   laws of the State of Florida, and in the event of any
   litigation concerning the terms of this Consent, proper
   venue thereof will be in Dade County, Florida.
   
      
          IN WITNESS WHEREOF, Baxter, Dade and Cordis have
   caused this Consent to be executed on the date first above
   written.
   
   WITNESSES:                 
                                BAXTER HEALTHCARE CORPORATION
                                a Delaware corporation
   
   
   
   ________________________        By: _________________________
                                   Print Name:__________________
   ________________________        Title:_______________________
   
   
   
                                   DADE INTERNATIONAL, INC., a
                                   Delaware corporation
   
   
   
   ________________________        
                                   By: _________________________
                                   Print Name:__________________
   ________________________        Title:_______________________
   
   
   
                                   CORDIS CORPORATION, a Florida
                                   corporation
   
   
   
   ________________________        
                                   By:__________________________
                                   Print Name:__________________               
   ________________________        Title:_______________________
   
      
   
                         CONDITIONAL CONSENT
   
   
   
          In consideration and reliance on Baxter's express
   agreement to remain a primary obligor and to be jointly and
   severally responsible with Dade for all duties and
   obligations under the Lease and Tri-Party Agreement, American
   hereby consents to the transactions provided for in the
   Assignment, subject to the following conditions precedent:
   
          1.   the consent of the current first mortgage
   lender of the Leased Premises to the Assignment;
   
          2.   all of the statements, representations and
   obligations in connection with the Assignment shall be true,
   correct and accurate or fully performed, as the case may be;
   
          3.   American's consent to the Assignment hereto
   shall not be deemed a consent to any further assignment,
   assumption or sublease of the Lease or Tri-Party Agreement,
   as applicable, or to any amendment, modification or
   supplement thereto;
   
          4.   notwithstanding the above, in no event shall
   American's consent to the Assignment create or be construed
   to create any personal liability on the part of American to
   Cordis, Baxter or Dade under the Prime Lease, Tri-Party
   Agreement or the Assignment; and
   
          5.   the Assignment shall have been properly
   authorized and fully executed by each of Baxter and Dade and
   shall be enforceable against each in accordance with its
   terms, subject only to the usual bankruptcy, creditor's
   rights and equitable principles exclusions.
   
          All capitalized terms used herein but not defined
   herein shall have the meanings ascribed to them in that
   certain Consent to Assignment and Assumption of Lease and Tri-Party
   Agreement dated July ___, 1995, by and between Cordis, Baxter and Dade.
   
   Dated:  July ___, 1995          AMERICAN REAL ESTATE HOLDINGS
                                      LIMITED PARTNERSHIP, a
                                      Delaware limited partnership
   
   
                              By:  American Property
                                   Investors, Inc., its
                                   sole general partner, a
                                   Delaware corporation
   
   
   ______________________              By:_____________________
   Witness                         
                                       Name:  Martin Hirsch
                                       Title:  Vice President
   
   _____________________
   Witness
   

EX-10

                                                    Exhibit 10(d)



                    CORDIS CORPORATION 
   
             EXECUTIVE DEFERRED COMPENSATION PLAN

             
             (Final Document dated 8/25/95)


                      CORDIS CORPORATION 

             EXECUTIVE DEFERRED COMPENSATION PLAN



                        Table of Contents
    
                                                    Page

                        ARTICLE I - Definitions

1.1   Account                                          1
1.2   Administrator                                    1
1.3   Board                                            1
1.4   Bonus                                            1
1.5   Compensation                                     1
1.6   Deferrals                                        1
1.7   Deferral Election                                2
1.8   Disability                                       2
1.9   Effective Date                                   2
1.10  Eligible Employee                                2
1.11  Employee                                         2
1.12  Employer Contribution                            2
1.13  Investment Fund                                  2
1.14  Matching Contribution                            2
1.15  Participant                                      2
1.16  Plan Year                                        2
1.17  Retirement                                       3
1.18  Salary                                           3
1.19  Trust                                            3
1.20  Trustee                                          3
1.21  Years of Service                                 3

                      ARTICLE II - Participation

2.1   Commencement of Participation                    4
2.2   Duration of Participation                        4

                      ARTICLE III - Contributions

3.1   Deferrals                                        5
3.2   Matching Contributions                           6
3.3   Employer Contributions                           6
3.4   Time of Contributions                            6
3.5   Form of Contributions                            6




                         ARTICLE IV - Vesting

4.1   Vesting of Deferrals                             7
4.2   Vesting of Matching Contributions                7
4.3   Vesting of Employer Contributions                7
4.4   Vesting in Event of Retirement, Disability
          and Death                                    7
4.5   Amounts Not Vested                               7

                         ARTICLE V - Accounts
                                   
5.1   Accounts                                         8
5.2   Investments, Gains and Losses                    9
5.3   Forfeitures                                      9

                      ARTICLE VI - Distributions

6.1   Distribution Election                           10
6.2   Payment Options                                 10
6.3   Commencement of Payment upon Death, Disability
         or Termination                               10
6.4   Minimum Distribution                            11
6.5   Financial Hardship                              11

                      ARTICLE VII - Beneficiaries

7.1   Beneficiaries                                   12
7.2   Lost Beneficiary                                12

                        ARTICLE VIII - Funding

8.1   Prohibition Against Funding                     13
8.2   Deposits in Trust                               13
8.3   Indemnification of Trustee                      13
8.4   Withholding of Participant Contributions        14

                  ARTICLE IX - Claims Administration

9.1   General                                         15
9.2   Claim Review                                    15
9.3   Right of Appeal                                 15
9.4   Review of Appeal                                15
9.5   Designation                                     16

                     ARTICLE X - Change in Control

10.1  Distribution Election                           17
10.2  Definition                                      17





                    ARTICLE XI - General Provisions

11.1  Administrator                                   18
11.2  No Assignment                                   18
11.3  No Employment Rights                            19
11.4  Incompetence                                    19
11.5  Identity                                        19
11.6  Other Benefits                                  19
11.7  No Liability                                    20
11.8  Expenses                                        20
11.9  Insolvency                                      20
11.10 Amendment and Termination                       20
11.11 Employer Determinations                         21
11.12 Construction                                    21
11.13 Governing Law                                   21
11.14 Severability                                    21
11.15 Headings                                        21
11.16 Terms                                           22

                           CORDIS CORPORATION 
                 EXECUTIVE DEFERRED COMPENSATION PLAN
                                   

   CORDIS CORPORATION, a Florida corporation, (the  Employer ) pursuant to
Article X of the Cordis Corporation Salary Deferral Plan, hereby amends and
restates Cordis Corporation Salary Deferral Plan and renames it the Cordis
Corporation Executive Deferred Compensation Plan (the  Plan ).  This plan is for
the benefit of a select group of management or highly compensated employees. It
is an unfunded arrangement and is intended to be exempt from the participation,
vesting, funding, and fiduciary requirements set forth in Title I of the
Employee Retirement Income Security Act of 1974, as amended.  This amendment and
restatement is effective the first day of July, 1995. 

                        ARTICLE I - Definitions

   1.1 Account.  The bookkeeping account established for each Participant as
provided in section 5.1 hereof.

   1.2 Administrator.  A committee appointed by the Board of Directors.

   1.3 Board.  The Board of Directors of the Employer.

   1.4 Bonus.  Compensation which is designated as such by the Employer and
which relates to services performed during an incentive period by an Eligible
Employee in addition to his or her Salary.

   1.5 Compensation.  The Participant's earned income, Salary, Bonuses and other
remuneration from the Employer, but excluding the following: (i) welfare
benefits, fringe benefits and any other noncash remuneration; (ii) amounts
realized from the sale, exchange or other disposition of stock acquired under a
stock option, a stock grant or any other similar arrangement; and (iii) moving
expenses.

   1.6 Deferrals.  The portion of Compensation that a Participant elects to
defer in accordance with section 3.1 hereof.

   1.7 Deferral Election.  The separate written agreement, submitted to the
Administrator, by which an Eligible Employee agrees to participate in the Plan
and make Salary and/or Bonus Deferrals thereto.

   1.8 Disability.  Any medically determinable physical or mental disorder
that renders a Participant incapable of continuing in the employment of the
Employer in his or her regular duties of employment and is expected to continue
for the remainder of a Participant's life, as determined by the Administrator in
its sole discretion.

   1.9 Effective Date.  The effective date of the Plan is February 5, 1991; the
effective date of the restatement is July 1, 1995.

   1.10   Eligible Employee.  An Employee shall be considered an Eligible
Employee if such Employee is designated as an Eligible Employee by the Employer
in Schedule A attached hereto.

   1.11   Employee.  Any person employed by the Employer.

   1.12   Employer Contribution.  A discretionary contribution made by the
Employer to the Trust and that is credited to one or more Participant's Accounts
in accordance with the terms of section 3.3 hereof.

   1.13   Investment Fund or Funds.  Each investment(s) which serves as a means
to measure value, increases or decreases with respect to a Participant s
Accounts. 

   1.14   Matching Contribution.  A contribution made by the Employer to the
Trust and that is credited to one or more Participant's Accounts in accordance
with the terms of section 3.2 hereof.

   1.15   Participant.  An Eligible Employee who has become a Participant as
provided in ARTICLE II and whose Account has not been fully distributed.

   1.16   Plan Year.  July 1, 1995 to December 31, 1995; thereafter the plan
year shall be January 1 to December 31.


   1.17   Retirement.  Retirement means a Participant has retired from the
service of the Employer and he or she has reached age fifty-five (55).

   1.18   Salary.  An Eligible Employee s base salary rate or rates in effect at
any time during a Plan year.

   1.19   Trust.  The agreement between the Employer and the Trustee under which
the assets of the Plan are held, administered and managed, which shall conform
to the terms of Rev. Proc. 92-64.

   1.20   Trustee.  Dauphin Deposit Bank and Trust Company, or such other
successor that shall become trustee pursuant to the terms of the Cordis
Corporation Trust Under Nonqualified Deferred Compensation Plans. 

   1.21   Years of Service. A Participant's "Years of Service" shall be measured
by employment during twelve (12) month periods commencing with the Participant's
date of hire and anniversaries thereof.

                          ARTICLE II - Participation

   2.1 Commencement of Participation.  Each Eligible Employee shall become a
Participant at the earlier of the date on which his or her Deferral Election
first becomes effective or the date on which an Employer Contribution is first
credited to his or her Account.

   2.2 Duration of Participation.  A Participant shall continue to be an active
Participant until the earlier of:

       (a)     he or she ceases to be an Eligible Employee, or

       (b)     a Deferral Election is not in effect for the Participant.

Thereafter, he or she shall be an inactive Participant, retaining all the rights
described under the Plan except the right to make any further Deferrals until he
or she again  becomes an active Participant.


                              ARTICLE III  - Contributions

   3.1 Deferrals.

       (a)     The Employer shall credit to the Account of a Participant an
amount equal to the amount designated in the Participant's Deferral Election for
that Plan Year.  Such amounts shall not be made available to such Participant,
except as provided in ARTICLE VI, and shall reduce such Participant's
Compensation from the Employer in accordance with the provisions of the
applicable Deferral Election; provided, however, that all such amounts shall be
subject to the rights of the general creditors of the Employer as provided in
ARTICLE VIII.

       (b)     Each Eligible Employee shall deliver a Deferral Election to the
Employer before any Deferrals can become effective.  Such Deferral Election
shall be void with respect to any Deferral unless submitted before the beginning
of the calendar year during which the amount to be deferred will be earned;
provided, however, that in the year in which the Plan is first adopted,
or amended or restated, or an Employee is first eligible to participate, such
Deferral Election shall be filed within thirty (30) days of the date on which
the Plan is adopted or the date on which an Employee is first eligible to
participate, respectively, with respect to Compensation earned during
the remainder of the calendar year.

       (c)     The Deferral Election shall, subject to the limitation set forth
in this section 3.1 hereof, designate the amount of Compensation deferred by
each Participant, the subaccount, if any, as set forth in subsection (e), below,
the beneficiary or beneficiaries of the Participant and
such other items as the Administrator may prescribe.  Such designations shall
remain effective unless amended as provided in subsection (d), below.

       (d)     A Participant may amend his or her Deferral Election from time to
time; provided, however, that any amendment to the amount of a Participant's
Deferrals shall comply with the provisions of subsection (b), above.

       (e)     A Participant may direct his or her Deferral to be credited to
one or more subaccounts as may be established, as provided in ARTICLE V, by the
Participant at the time of the Deferral Election.
   
       (f)     The maximum amount that may be deferred each Plan Year is one
hundred percent (100%) of the Participant s Salary, net of applicable taxes, and
one hundred percent (100%) of the Participant s Bonus, net of applicable taxes.

   3.2 Matching Contributions.  The Employer reserves the right to make
discretionary matching contributions to Participants' Accounts in such amount
and in such manner as may be determined by the Employer.

   3.3 Employer Contributions.  The Employer reserves the right to make
discretionary employer contributions to Participants' Accounts in such amount
and in such manner as may be determined by the Employer.

   3.4 Time of Contributions.

       (a)     Deferrals shall be transferred to the Trust as soon as
administratively feasible following the close of each month.  The Employer shall
also transmit at that time any necessary instructions regarding the allocation
of such amounts among the Accounts of Participants.

       (b)     Matching Contributions and Employer Contributions shall be
transferred to the Trust at such time as the Employer shall determine.  The
Employer shall also transmit at that time any necessary instructions regarding
the allocation of such amounts among the Accounts of Participants.

   3.5 Form of Contributions.  All Deferrals, Matching Contributions and
Employer Contributions to the Trust shall be made in the form of cash or cash
equivalents of US currency.

                            ARTICLE IV - Vesting

   4.1 Vesting of Deferrals.  A Participant shall have an immediate one hundred
percent (100%) vested right to the portion of his or her Account attributable to
Deferrals and any earnings on the investment of such Deferrals.  

   4.2 Vesting of Matching Contributions.  A Participant shall have an immediate
one hundred percent (100%) vested right to the portion of his or her Account
attributable to Matching and any earnings on the investment of such Matching
Contributions.

   4.3 Vesting of Employer Contributions.  Except as otherwise provided herein,
a Participant shall have a vested right to the portion of his or her Account
attributable to Employer Contributions and any earnings on the investment of
such Employer Contributions according the schedule stated, in writing, at the
time an Employer Contribution is initially declared by the Employer. 
          
   4.4 Vesting in Event of Retirement, Disability and Death.

       (a)     A Participant who has a termination of employment due to
Retirement shall be fully vested in the amounts credited to his or her Account.

       (b)     A Participant who has a termination of employment due to
Disability shall be fully vested in the amounts credited to his or her Account.

       (c)     A Participant who has a termination of employment due to death
shall be fully vested in the amounts credited to his or her Account.

   4.5 Amounts Not Vested.  Any amounts credited to a Participant's Account that
are not vested at the time of his or her termination of employment with the
Employer shall be forfeited.

                         ARTICLE V - Accounts

   5.1 Accounts.  The Administrator shall establish and maintain a bookkeeping
account in the name of each Participant.  The Administrator shall also establish
subaccounts, as provided in subsection (a), (b), and/or (c), below, as elected
by the Participant pursuant to ARTICLE III.

       (a)     A Retirement Account shall be established for each Participant.
His or her Retirement Account shall be credited with Deferrals (as specified in
the Participant s Deferral Election), any Matching Contributions allocable
thereto, any Employer Contributions, and the Participant's allocable share of
any earnings or losses on the foregoing.  Each Participant's
Account shall be reduced by any distributions made plus any federal and state
tax withholding and any social security withholding tax as may be required by
law.

       (b)     A Participant may elect to establish one or more Education
Accounts in the name of a  Student  at the time of his or her Deferral.  For
purposes of this ARTICLE, Student shall mean a child, grandchild, niece or
nephew of the Participant that has not yet attained the age of fourteen (14) at
the time the account is initially established.  Each Participant's Education
Account shall be credited with Deferrals (as specified in the Participant's
Deferral Election), any Matching Contributions allocable thereto, and the
Participant's allocable share of any earnings or losses on the foregoing.  Each
Participant's Account shall be reduced by any distributions made plus any
federal tax withholding and any social security withholding tax as may be
required by law.

       (c)     A Participant may elect to establish one or more Fixed Period
Accounts by designating a year of payout at the time the account is initially
established.  The minimum initial deferral period for each subaccount shall be
four (4) years. Each Participant's Fixed Period Account shall be credited with
Deferrals (as specified in the Participant's Deferral Election), any
Matching Contributions allocable thereto, and the Participant's allocable share
of any earnings or losses on the foregoing.  Each Participant's Account shall be
reduced by any distributions made plus any federal tax withholding and any
social security withholding tax as may be required by law.




   5.2 Investments, Gains and Losses.

       (a)     Trust assets shall be invested in the discretion of the Trustee.
The Trustee may consider any investment suggestions received by the Employer or
by a Participant with respect to his or her own Account.

       (b)     The Administrator shall adjust the amounts credited to each
Participant's Account to reflect Deferrals, Matching Contributions, if any,
Employer Contributions, if any, investment experience, distributions and any
other appropriate adjustments.  Such adjustments shall be made
as frequently as is administratively feasible.

       (c)     A Participant may direct that his or her Retirement Account,
Education Account and or Fixed Period Account established pursuant to section
5.1 may be valued as if they were invested in one or more Investment Funds up to
a maximum of six (6) funds in whole percentages not less than ten percent (10%)
of the balance in an Account.  A Participant may change his or
her selection of Investment Funds no more than six (6) times each Plan Year.  An
election shall be effective as soon as administratively feasible following the
date of the change as indicated in writing by the Participant.

   5.3 Forfeitures.  Any forfeitures from a Participant's Account shall continue
to be held in the Trust, shall be separately invested and shall be used to
reduce succeeding Matching Contributions, if any, and Employer Contributions, if
any, until such forfeitures have been entirely so applied.  If no further 
Matching Contributions or Employee Contributions will be made, then
such forfeitures shall be returned to the Employer.

                                ARTICLE VI - Distributions

   6.1 Distribution Election.  Each Participant shall designate on his or her 
initial Deferral Election the manner in which payments shall be made from the 
choices available under section 6.2 hereof.  Such designation shall be 
irrevocable and shall apply to all amounts distributed from such Participant's 
Account.

   6.2 Payment Options.  

       (a)     Retirement Account payouts shall be payable in one of the 
following forms: (i)    in a lump-sum payment; or (ii) in monthly installments 
over a period of up to one hundred twenty (120) months (as elected by 
Participant on his or her Deferral Election). Retirement Account payments shall 
commence as soon as possible following the Participant s Retirement. 


       (b)  Education Account payouts shall be paid in four annual installments 
on January 1 (or as soon as administratively feasible) of the calendar year in 
which the Student reaches age eighteen (18) and the three anniversaries thereof 
in the following amounts:

          Year 1               25% of the account balance
          Year 2               33% of the account balance
          Year 3               50% of the account balance
          Year 4               100% of the account balance

       (c)     Fixed Period Account payouts shall be paid in one lump sum 
payment on January 1 (or as soon as administratively feasible) of the calendar 
year selected by the Participant on his or her Deferral Election.

   6.3 Commencement of Payment upon Death, Disability or Termination.

       (a)     Upon the death of a Participant, all amounts credited to his or 
her Account(s) shall be paid, as soon as administratively feasible, to his or 
her beneficiary or beneficiaries, as determined under ARTICLE VII hereof, in a 
lump sum.

       (b)  Upon the Disability of a Participant, all amounts credited to his or
her Account(s) shall be paid, (i) in a lump-sum payment; or (ii) in monthly 
installments over a period of up to one hundred twenty (120) months (as elected 
by Participant on his or her Deferral Election).

       (c)     Upon the termination of employment of a Participant, for any 
reason other than death, Disability or Retirement, all amounts credited to his 
or her Account(s) shall be paid in a lump-sum payment, as soon as 
adminstratively feasible.

   6.4 Minimum Distribution. Notwithstanding any provision to the contrary, if 
the total balance of a Participant s Account at the time of a termination due to
Retirement or Disability is less than $10,000, then the Participant shall be 
paid his or her benefits as a single lump sum as soon as administratively 
feasible following said termination. 

   6.5 Financial Hardship.  The Administrator may permit an early distribution 
of part or all of any deferred amounts; provided, however, that such 
distribution shall be made only if the Administrator, in its sole discretion, 
determines that the Participant has experienced an unforeseen emergency that is 
caused by an event beyond the control of the Participant and that
would result in severe financial hardship to the Participant if early 
distribution were not permitted. Any distribution pursuant to this subsection is
limited to the amount necessary to meet the hardship.

                           ARTICLE VII - Beneficiaries

   7.1 Beneficiaries.  Each Participant may from time to time designate one or 
more persons (who may be any one or more members of such person's family or 
other persons, administrators, trusts, foundations or other entities) as his or 
her beneficiary under the Plan.  Such designation shall be made on a form 
prescribed by the Administrator.  Each Participant may at any time and from time
to time, change any previous beneficiary designation, without notice to or 
consent of any previously designated beneficiary, by amending his or her 
previous designation on a form prescribed by the Administrator.  If the 
beneficiary does not survive the Participant (or is otherwise unavailable to 
receive payment) or if no beneficiary is validly designated, then the
amounts payable under this Plan shall be paid to the Participant's surviving 
spouse, if any, and, if none, to his or her surviving issue per stirpes, if any,
and, if none, to his or her estate and such person shall be deemed to be a 
beneficiary hereunder.  (For purposes of this ARTICLE, a per stirpes 
distribution to surviving issue means a distribution to such issue as 
representatives of the branches of the descendants of such Participant; equal 
shares are allotted for each living child and for the descendants as a group of 
each deceased child of the deceased Participant).  If more than one person is 
the beneficiary of a deceased Participant, each such person shall receive a pro 
rata share of any death benefit payable unless otherwise designated on the 
applicable form.  If a beneficiary who is receiving benefits dies, all benefits 
that were payable to such beneficiary shall then be payable to the estate of 
that beneficiary.

   7.2 Lost Beneficiary.

       (a)     All Participants and beneficiaries shall have the obligation to 
keep the Administrator informed of their current address until such time as all 
benefits due have been paid.

       (b)     If a Participant or beneficiary cannot be located by the 
Administrator exercising due diligence, then, in its sole discretion, the 
Administrator may presume that the Participant or beneficiary is deceased for 
purposes of the Plan and all unpaid amounts (net of due diligence expenses) owed
to the Participant or beneficiary shall be paid accordingly or, if a beneficiary
cannot be so located, then such amounts may be forfeited.  Any such presumption 
of death shall be final, conclusive and binding on all parties.

                           ARTICLE VIII - Funding

   8.1 Prohibition Against Funding.  Should any investment be acquired in 
connection with the liabilities assumed under this Plan, it is expressly 
understood and agreed that the Participants and beneficiaries shall not have any
right with respect to, or claim against, such assets nor shall any such purchase
be construed to create a trust of any kind or a fiduciary relationship between 
the Employer and the Participants, their beneficiaries or any other person.  Any
such assets shall be and remain a part of the general, unpledged, unrestricted 
assets of the Employer, subject to the claims of its general creditors.  It is 
the express intention of the parties hereto that this arrangement shall be 
unfunded for tax purposes and for purposes of Title I of the Employee
Retirement Income Security Act of 1974, as amended.  Each Participant and 
beneficiary shall be required to look to the provisions of this Plan and to the 
Employer itself for enforcement of any and all benefits due under this Plan, and
to the extent any such person acquires a right to receive payment under this 
Plan, such right shall be no greater than the right of any unsecured general
creditor of the Employer.  The Employer or the Trust shall be designated the 
owner and beneficiary of any investment acquired in connection with its 
obligation under this Plan.

   8.2 Deposits in Trust.  Notwithstanding paragraph 8.1, or any other provision
of this Plan to the contrary, the Employer may deposit into the Trust any 
amounts it deems appropriate to pay the benefits under this Plan.  The amounts 
so deposited may include all contributions made pursuant to a Deferral Election 
by a Participant, any Employer Contributions and any Matching Contributions.

   8.3 Indemnification of Trustee.

       (a)     The Trustee shall not be liable for the making, retention, or 
sale of any investment or reinvestment made by it, as herein provided, nor for 
any loss to, or diminution of, the Trust assets, unless due to its own 
negligence, willful misconduct or lack of good faith.

       (b)     Such Trustee shall be indemnified and saved harmless by the 
Employer from and against all personal liability to which it may be subject by 
reason of any act done or omitted to be done in its official capacity as Trustee
in good faith in the administration of the Plan and Trust, including all 
expenses reasonably incurred in its defense in the event the Employer fails to 
provide such defense upon the request of the Trustee.  The Trustee is relieved 
of all responsibility in connection with its duties hereunder to the fullest 
extent permitted by law, short of breach of duty to the beneficiaries.

   8.4 Withholding of Participant Contributions.  The Administrator is 
authorized to make any and all necessary arrangements with the Employer in order
to withhold the Participant's Deferrals under section 3.1 hereof from his or her
Compensation.  The Administrator shall determine the amount and timing of such 
withholding.

                                   ARTICLE IX - Claims Administration

   9.1 General.  In the event that a Participant or his or her beneficiary does 
not receive any Plan benefit that is claimed, such Participant or beneficiary 
shall be entitled to consideration and review as provided in this ARTICLE.  Such
consideration and review shall be conducted in a manner designed to comply with 
section 503 of the Employee Retirement Income Security Act of 1974, as amended.

   9.2 Claim Review.  Upon receipt of any written claim for benefits, the 
Administrator shall be notified and shall give due consideration to the claim 
presented.  If the claim is denied to any extent by the Administrator, the 
Administrator shall furnish the claimant with a written notice setting forth (in
a manner calculated to be understood by the claimant):

       (a)     the specific reason or reasons for denial of the claim;

       (b)     a specific reference to the Plan provisions on which the denial 
is based;

       (c)     a description of any additional material or information necessary
for the claimant to perfect the claim and an explanation of why such material 
or information is necessary; and

       (d)     an explanation of the provisions of this ARTICLE.

   9.3 Right of Appeal.  A claimant who has a claim denied under section 9.2 
may appeal to the Administrator for reconsideration of that claim.  A request 
for reconsideration under this section must be filed by written notice within 
sixty (60) days after receipt by the claimant of the notice of denial under 
section 9.2.

   9.4 Review of Appeal.  Upon  receipt of an appeal the Administrator shall 
promptly take action to give due consideration to the appeal.  Such 
consideration may include a hearing of the parties involved, if the 
Administrator feels such a hearing is necessary.  In preparing for this appeal 
the claimant shall be given the right to review pertinent documents and the 
right to submit in writing a statement of issues and comments.  After 
consideration of the merits of the appeal the Administrator shall issue a 
written decision which shall be binding on all parties.  The decision
shall be written in a manner calculated to be understood by the claimant and 
shall specifically state its reasons and pertinent Plan provisions on which it 
relies.  The Administrator s decision shall be issued within sixty (60) days 
after the appeal is filed, except that if a hearing is held the decision may be 
issued within one hundred twenty (120) days after the appeal is filed.

   9.5 Designation.  The Administrator may designate one or more of its members 
or any other person of its choosing to make any determination otherwise required
under this ARTICLE.

                              ARTICLE X - Change in Control

   10.1   Distribution Election. A Participant shall have the opportunity to 
elect on January 1 of each Plan Year to receive a distribution of his entire 
Account upon the occurrence of a change in control.  If the Participant makes 
such an election, his entire Account shall be paid to him in a single lump-sum 
as soon as administratively practicable following such change in control.  Such 
election may be revoked on any January 1 subsequent to the election.  
Notwithstanding the foregoing, an election to receive a distribution of the
Participant s entire Account must be made no later than ninety (90) days prior 
to the occurrence of a change in control.

   10.2   Definition.  For purposes of this ARTICLE X,  change in control  
means the acquisition by any person of direct or indirect beneficial ownership 
of the Employer s  voting securities in a quantity sufficient to cause a change 
in the composition of the Board.  For purposes of this provision, the term  
person  means any group, corporation, partnership, association, trust (other 
than any trust holding stock for the account of employees pursuant to any stock 
purchase, ownership, or employee benefit plan of the Employer), business entity,
estate, or natural person, and  beneficial ownership  means the direct or 
indirect power to vote or to direct the voting of the security or the direct or 
indirect power to dispose or direct the disposition of the security.

                                   ARTICLE XI - General Provisions

   11.1   Administrator.

       (a)     The Administrator is expressly empowered to limit the amount of 
compensation that may be deferred; to deposit amounts into trust in accordance 
with section 8.2 hereof; to interpret the Plan, and to determine all questions 
arising in the administration, interpretation and application of the Plan; to 
employ actuaries, accountants, counsel, and other persons it deems necessary in 
connection with the administration of the Plan; to request any information from 
the Employer it deems necessary to determine whether the Employer would be 
considered insolvent or subject to a proceeding in bankruptcy; and to take all 
other necessary and proper actions to fulfill its duties as Administrator.

       (b)     The Administrator shall not be liable for any actions by it 
hereunder, unless due to its own negligence, willful misconduct or lack of good 
faith.

       (c)     The Administrator shall be indemnified and saved harmless by the 
Employer from and against all personal liability to which it may be subject by 
reason of any act done or omitted to be done in its official capacity as 
Administrator in good faith in the administration of the Plan and Trust, 
including all expenses reasonably incurred in its defense in the event the 
Employer fails to provide such defense upon the request of the Administrator.  
The Administrator is relieved of all responsibility in connection with its 
duties hereunder to the fullest extent permitted by law, short of breach of duty
to the beneficiaries.

   11.2        No Assignment.  Benefits or payments under this Plan shall not be
subject in any manner to anticipation, alienation, sale, transfer, assignment, 
pledge, encumbrance, attachment, or garnishment by creditors of the Participant 
or the Participant's beneficiary, whether voluntary or involuntary, and any 
attempt to so anticipate, alienate, sell, transfer, assign, pledge, encumber, 
attach or garnish the same shall not be valid, nor shall any such benefit or 
payment be in any way liable for or subject to the debts, contracts, 
liabilities, engagement or torts of any Participant or beneficiary, or any 
other person entitled to such benefit or payment pursuant to the terms of this
Plan, except to such extent as may be required by law.  If any Participant or 
beneficiary or any other person entitled to a benefit or payment pursuant to 
the terms of this Plan becomes bankrupt or attempts to anticipate, alienate, 
sell, transfer, assign, pledge, encumber, attach or garnish any benefit or 
payment under this Plan, in whole or in part, or if any attempt is made to 
subject any such benefit or payment, in whole or in part, to the debts, 
contracts, liabilities, engagements or torts of the Participant or beneficiary 
or any other person entitled to any such benefit or payment pursuant to the 
terms of this Plan, then such benefit or payment, in the discretion of the
Administrator, shall cease and terminate with respect to such Participant or 
beneficiary, or any other such person.

   11.3        No Employment Rights.  Participation in this Plan shall not be 
construed to confer upon any Participant the legal right to be retained in the 
employ of the Employer, or give a Participant or beneficiary, or any other 
person, any right to any payment whatsoever, except to the extent of the 
benefits provided for hereunder.  Each Participant shall remain subject to
discharge to the same extent as if this Plan had never been adopted.

   11.4        Incompetence.  If the Administrator determines that any person 
to whom a benefit is payable under this Plan is incompetent by reason of 
physical or mental disability, the Administrator shall have the power to cause 
the payments becoming due to such person to be made to another for his or her 
benefit without responsibility of the Administrator or the Employer
to see to the application of such payments.  Any payment made pursuant to such 
power shall, as to such payment, operate as a complete discharge of the 
Employer, the Administrator and the Trustee.

   11.5        Identity.  If, at any time, any doubt exists as to the identity 
of any person entitled to any payment hereunder or the amount or time of such 
payment, the Administrator shall be entitled to hold such sum until such 
identity or amount or time is determined or until an order of a court of 
competent jurisdiction is obtained.  The Administrator shall also be entitled 
to pay such sum into court in accordance with the appropriate rules of law.  
Any expenses incurred by the Employer, Administrator, and Trust incident to 
such proceeding or litigation shall be charged against the Account of the 
affected Participant.

   11.6        Other Benefits.  The benefits of each Participant or beneficiary 
hereunder shall be in addition to any benefits paid or payable to or on account 
of the Participant or beneficiary under any other pension, disability, annuity 
or retirement plan or policy whatsoever.




   11.7        No Liability.  No liability shall attach to or be incurred by 
any manager of the Employer, Trustee or any Administrator under or by reason of 
the terms, conditions and provisions contained in this Plan, or for the acts or 
decisions taken or made thereunder or in connection therewith; and as a 
condition precedent to the establishment of this Plan or the receipt
of benefits thereunder, or both, such liability, if any, is expressly waived 
and released by each Participant and by any and all persons claiming under or 
through any Participant or any other person.  Such waiver and release shall be 
conclusively evidenced by any act or participation in or the acceptance of 
benefits or the making of any election under this Plan.

   11.8        Expenses.  All expenses incurred in the administration of the 
Plan, whether incurred by the Employer or the Plan, shall be paid by the 
Employer.

   11.9        Insolvency.  Should the Employer be considered insolvent (as 
defined by the Trust), the Employer, through its Board and chief executive 
officer, shall give immediate written notice of such to the Administrator of 
the Plan and the Trustee.  Upon receipt of such notice, the Administrator or 
Trustee shall cease to make any payments to Participants who were Employees
of the Employer or their beneficiaries and shall hold any and all assets 
attributable to the Employer for the benefit of the general creditors of the 
Employer.

   11.10  Amendment and Termination.

       (a)     Except as otherwise provided in this section, the Employer shall 
have the sole authority to modify, amend or terminate this Plan; provided, 
however, that any modification or termination of this Plan shall not reduce, 
alter or impair, without the consent of a Participant, a Participant's right to 
any amounts already credited to his or her Account on the day before the
effective date of such modification or termination.  Following such termination,
payment of such credited amounts may be made in a single-sum payment if the 
Employer so designates.  Any such decision to pay in a single sum shall apply 
to all Participants.

       (b)     Any funds remaining in the Trust after termination of the Plan 
and satisfaction of all liabilities to Participants and others, shall be 
returned to the Employer.




   11.11  Employer Determinations.  Any determinations, actions or decisions of 
the Employer (including but not limited to, Plan amendments and Plan 
termination) shall be made by the Board in accordance with its established 
procedures or by such other individuals, groups or organizations that have been 
properly delegated by the Board to make such determination or decision.

   11.12  Construction.  All questions of interpretation, construction or 
application arising under or concerning the terms of this Plan shall be decided 
by the Administrator, in its sole and final discretion, whose decision shall be 
final, binding and conclusive upon all persons.

   11.13  Governing Law.  This Plan shall be governed by, construed and 
administered in accordance with the applicable provisions of the Employee 
Retirement Income Security Act of 1974, as amended, and any other applicable 
federal law, provided, however, that to the extent not preempted by federal 
law this Plan shall be governed by, construed and administered under the laws 
of the State of Florida, other than its laws respecting choice of law.

   11.14  Severability.  If any provision of this Plan is held invalid or 
unenforceable, its invalidity or unenforceability shall not affect any other 
provision of this Plan and this Plan shall be construed and enforced as if such 
provision had not been included therein.  If the inclusion of
any Employee (or Employees) as a Participant under this Plan would cause the 
Plan to fail to comply with the requirements of sections 201(2), 301(a)(3) and 
401(a)(1) of the Employee Retirement Income Security Act of 1974, as amended, 
then the Plan shall be severed with respect to such Employee or Employees, who 
shall be considered to be participating in a separate arrangement.

   11.15       Headings.  The ARTICLE headings contained herein are inserted 
only as a matter of convenience and for reference and in no way define, limit, 
enlarge or describe the scope or intent of this Plan nor in any way shall they 
affect this Plan or the construction of any provision
thereof.   

  11.16  Terms.  Capitalized terms shall have meanings as defined herein.  
Singular nouns shall be read as plural, masculine pronouns shall be read as 
feminine, and vice versa, as appropriate.


   IN WITNESS WHEREOF, Cordis Corporation has caused this instrument to be 
executed by its duly authorized officer, as of this 25th day of August, 1995.

                               CORDIS CORPORATION

                               By: Signed\Robert C. Strauss                   

                               Title: President and CEO                         


ATTEST:

By: Signed\Brian D. Brohman                       

Title: Financial Analyst                                  



SCHEDULE A
                       






          D. Barrett                         B. Ramseyer
          W. Braak                           E. Ratering
          B. Combs                           K. Reisinger
          C. Donaldson                       D. Rinker
          J. Gold                            S. Rowland
          A. Gonzalez                        F. Sanchez
          D. Hall                            B. Strauss
          J. Hamberger                       D. Urso
          C. Isicoff                         G. vonKlan
          W. Johnson
          B. Kasack                          Webster
          R. Kranys                          T. Brown
          D. Larnard                         B. Michaels
          T. Lindstrand                      J. Stevens
          C. McDowell                        W. Webster
          P. Monks                           R. Evans
          A. Novak                           H. Hernandez
          C. Pike

EX-10

                                                  Exhibit 10(d)


          

                                 CORDIS CORPORATION 

                         DIRECTOR DEFERRED COMPENSATION PLAN

                                 
                           (Final Document dated 8/25/95)

                              CORDIS CORPORATION 

                     DIRECTOR DEFERRED COMPENSATION PLAN



                                   Table of Contents

                                                    Page

                        ARTICLE I - Definitions

1.1   Account                                          1
1.2   Administrator                                    1
1.3   Board                                            1
1.4   Compensation                                     1
1.5   Deferrals                                        1
1.6   Deferral Election                                1
1.7   Disability                                       1
1.8   Effective Date                                   2
1.9   Investment Fund                                  2
1.10  Participant                                      2
1.11  Plan Year                                        2
1.12  Trust                                            2
1.13  Trustee                                          2
                                   
                      ARTICLE II - Participation

2.1   Commencement of Participation                    3
2.2   Duration of Participation                        3

                      ARTICLE III - Contributions

3.1   Deferrals                                        4
3.2   Time of Contributions                            5
3.3   Form of Contributions                            5

                         ARTICLE IV - Vesting

4.1   Vesting of Deferrals                             6

                         ARTICLE V - Accounts
                                   
5.1   Accounts                                         7
5.2   Investments, Gains and Losses                    7

                      ARTICLE VI - Distributions

6.1   Distribution Election                            8
6.2   Payment Options                                  8
6.3   Commencement of Payment upon Death or Disability 8
6.4   Minimum Distribution                             8
6.5   Financial Hardship                               9


                      ARTICLE VII - Beneficiaries

7.1   Beneficiaries                                   10
7.2   Lost Beneficiary                                10

                        ARTICLE VIII - Funding

8.1   Prohibition Against Funding                     11
8.2   Deposits in Trust                               11
8.3   Indemnification of Trustee                      11
8.4   Withholding of Participant Contributions        12

                  ARTICLE IX - Claims Administration

9.1   General                                         13
9.2   Claim Review                                    13
9.3   Right of Appeal                                 13
9.4   Review of Appeal                                13
9.5   Designation                                     14

                     ARTICLE X - Change in Control

10.1  Distribution Election                           15
10.2  Definition                                      15

                    ARTICLE XI - General Provisions

11.1  Administrator                                   16
11.2  No Assignment                                   16
11.3  No Employment Rights                            17
11.4  Incompetence                                    17
11.5  Identity                                        17
11.6  Other Benefits                                  17
11.7  No Liability                                    18
11.8  Expenses                                        18
11.9  Insolvency                                      18
11.10 Amendment and Termination                       18
11.11 Employer Determinations                         19
11.12 Construction                                    19
11.13 Governing Law                                   19
11.14 Severability                                    19
11.15 Headings                                        19
11.16 Terms                                           20


                           CORDIS CORPORATION 
                  DIRECTOR DEFERRED COMPENSATION PLAN
                                   
   CORDIS CORPORATION, a Florida corporation (the "Employer"), pursuant to 
Article VIII of the Cordis Corporation Director Compensation Deferral Plan, 
hereby amends and restates Cordis Corporation Director Compensation Deferral 
Plan and renames it the Cordis Corporation Director Deferred Compensation Plan 
(the "Plan"). This Plan is for the benefit of a nonemployee
directors.  This plan is an unfunded arrangement and is intended to be exempt 
from the participation, vesting, funding, and fiduciary requirements set forth 
in Title I of the Employee Retirement Income Security Act of 1974, as amended.  
This amendment and restatement is effective the first day of July, 1995. 

                        ARTICLE I - Definitions

   1.1 Account.  The bookkeeping account established for each Participant as 
provided in section 5.1 hereof.

   1.2 Administrator.  A committee appointed by the Board to administer the 
Plan.

   1.3 Board.  The Board of Directors of the Employer.

   1.4 Compensation.  The annual retainer and any fees paid by the Employer to 
a Participant for duties performed as a member of the Board or as a member of 
various Board Committees.  In addition, it shall include any fees paid to a 
Participant by the Company for consulting services rendered by the Participant 
to the Employer.

   1.5 Deferrals.  The portion of Compensation that a Participant elects to 
defer in accordance with section 3.1 hereof.

   1.6 Deferral Election.  The separate written agreement, submitted to the 
Administrator, by which a nonemployee director agrees to participate in the 
Plan and make Deferrals thereto.

   1.7 Disability.  Any termination of service with the Board as a result of a 
physical or mental disability which prevents or inhibits attendance at meetings 
of the Board of Directors or effective participation in the governance and 
administration of the Employer s affairs in the normal course of activities and 
responsibilities of the Board.

   1.8 Effective Date.  The effective date of the Plan is January 1, 1993;  the 
effective date of the amendment and restatement is July 1, 1995.
   
   1.9 Investment Fund or Funds.  Each investment(s) which serves as a means to 
measure value, increases or decreases with respect to a Participant s Accounts. 

   1.10   Participant.  A nonemployee director who has become a Participant as 
provided in section 2.1 and whose Account has not been fully distributed.

   1.11   Plan Year.  January 1 to December 31.

   1.12   Trust.  The agreement between the Employer and the Trustee under 
which the assets of the Plan are held, administered and managed, which shall 
conform to the terms of Rev. Proc. 92-64.

   1.13   Trustee.  Dauphin Deposit Bank and Trust Company, or such other 
successor that shall become trustee pursuant to the terms of the Cordis 
Corporation Trust Under Nonqualified Deferred Compensation Plans. 

                            ARTICLE II - Participation

   2.1 Commencement of Participation.  Each nonemployee director shall become a
Participant on the date on which his or her Deferral Election first becomes 
effective.

   2.2 Duration of Participation.  A Participant shall continue to be an active 
Participant until he or she ceases to be an Nonemployee director.  If, during a 
Participant s eligibility, a Deferral Election is not in effect for the 
Participant, the Participant shall be an inactive Participant, retaining all 
the rights described under the Plan except the right to make any further 
Deferrals until he or she again  becomes an active Participant.


                                 ARTICLE III - Contributions

   3.1 Deferrals.

       (a)     The Employer shall credit to the Account of a Participant an 
amount equal to the amount designated in the Participant's Deferral Election 
for that Plan Year.  Such amounts shall not be made available to such 
Participant, except as provided in ARTICLE VI, and shall reduce such 
Participant's Compensation from the Employer in accordance with the provisions 
of the applicable Deferral Election; provided, however, that all such amounts 
shall be subject to the rights of the general creditors of the Employer as 
provided in ARTICLE VIII.

       (b)     Each Nonemployee director shall deliver a Deferral Election to 
the Employer before any Deferrals can become effective.  Such Deferral Election 
shall be void with respect to any Deferral unless submitted before the beginning
of the calendar year during which the amount to be deferred will be earned; 
provided, however, that in the year in which the Plan is first adopted, amended 
and restated, or an Employee is first eligible to participate, such Deferral 
Election shall be filed within thirty (30) days of the date on which the Plan 
is adopted or the date on which an Employee is first eligible to participate, 
respectively, with respect to Compensation earned during the remainder of the 
calendar year.

       (c)     The Deferral Election shall, subject to the limitation set forth 
in this section 3.1 hereof, designate the amount of Compensation deferred by 
each Participant, the subaccount, if any, as set forth in subsection (e), below,
the beneficiary or beneficiaries of the Participant and such other items as the 
Administrator may prescribe.  Such designations shall remain effective unless
amended as provided in subsection (d), below.

       (d)     A Participant may amend his or her Deferral Election from time 
to time; provided, however, that any amendment to the amount of a Participant's 
Deferrals shall comply with the provisions of subsection (b), above.

       (e)     Notwithstanding any provision to the contrary, a Participant may 
revoke his election under this section 3.1 during the Plan Year with respect to 
Compensation not yet earned in the event of a Financial Hardship as described 
in section 6.5.  A new election by a Participant who revokes an election under 
this subsection (e) shall take effect only upon the first day of a subsequent 
Plan Year.

       (f)     A Participant may direct his or her Deferral to be credited to 
one or more subaccounts as may be established, as provided in ARTICLE V, by 
the Participant at the time of the Deferral Election.

       (g)     The maximum amount that may be deferred each Plan Year is one 
hundred percent (100%) of the Participant s Compensation, net of applicable 
taxes.

   3.2 Time of Contributions.  Contributions shall be transferred to the Trust 
as soon as administratively feasible following the date upon which Compensation 
would have otherwise have been payable to the Participant.  The Employer shall 
also transmit at that time any necessary instructions regarding the allocation 
of such amounts among the Accounts of Participants.

   3.3 Form of Contributions.  All Contributions to the Trust shall be made in 
the form of cash or cash equivalents of US currency.

                          ARTICLE IV - Vesting

   4.1 Vesting of Deferrals.  A Participant shall have an immediate one hundred 
percent (100%) vested right to the portion of his or her Account attributable 
to Deferrals and any earnings on the investment of such Deferrals.  

                         ARTICLE V - Accounts

   5.1 Accounts.  The Administrator shall establish and maintain a bookkeeping 
account in the name of each Participant.  The Administrator shall also establish
subaccounts, as provided in subsection (a) and/or (b) below, as elected by the 
Participant pursuant to ARTICLE III.

       (a)     A Retirement Account shall be established for each Participant.  
His or her Retirement Account shall be credited with Deferrals (as specified in 
the Participant s Deferral Election), and the Participant's allocable share of 
any earnings or losses on the foregoing.  Each Participant's Account shall be 
reduced by any distributions made plus any federal and state tax
withholding and any social security withholding tax as may be required by law.

       (b)     A Participant may elect to establish one or more Fixed Period 
Accounts by designating a year of payout at the time the account is initially 
established. Each Participant's Fixed Period Account shall be credited with 
Deferrals (as specified in the Participant's Deferral Election), and the 
Participant's allocable share of any earnings or losses on the foregoing.  Each 
Participant's Account shall be reduced by any distributions made plus any 
federal and state tax withholding and any social security withholding tax as 
may be required by law.

   5.2 Investments, Gains and Losses.

       (a)     Trust assets shall be invested in the discretion of the Trustee. 
The Trustee may consider any investment suggestions received by the Employer or 
by a Participant with respect to his or her own Account.

       (b)     The Administrator shall adjust the amounts credited to each 
Participant's Account to reflect Deferrals, investment experience, distributions
and any other appropriate adjustments. Such adjustments shall be made as 
frequently as is administratively feasible.

       (c)     A Participant may direct that his or her Retirement Account 
and/or Fixed Period Account established pursuant to section 5.1 may be valued 
as if they were invested in one or more Investment Funds up to a maximum of six 
(6) funds in whole percentages not less than ten percent (10%) of the balance 
in an Account.  A Participant may change his or her selection of Investment 
Funds no more than six (6) times each Plan Year.  An election shall be effective
as soon as administratively feasible following the date of the change as 
indicated in writing by the Participant.

                         ARTICLE VI - Distributions

   6.1 Distribution Election.  Each Participant shall designate on his or her 
initial Deferral Election the manner in which payments shall be made from the 
choices available under section 6.2 hereof.  Such designation shall be 
irrevocable and shall apply to all amounts distributed from such Participant's 
Account.

   6.2 Payment Options.  

       (a)     Retirement Account payouts shall be payable in one of the 
following forms: (i)    in a lump-sum payment; or (ii) in monthly installments 
over a period of up to one hundred twenty (120) months (as elected by 
Participant on his or her Deferral Election).  Retirement Account payments shall
commence as soon as possible following the Participant s termination of service 
from the Board.  

       (b)     Fixed Period Account payouts shall be paid in one lump sum 
payment on January 1 (or as soon as administratively feasible) of the calendar 
year selected by the Participant on his or her Deferral Election.

   6.3 Commencement of Payment upon Death or Disability.

       (a)     Upon the death of a Participant, all amounts credited to his or 
her Account(s) shall be paid, as soon as administratively feasible, to his or 
her beneficiary or beneficiaries, as determined under ARTICLE VII hereof, in a 
lump sum.

       (b)  Upon the Disability of a Participant, all amounts credited to his or
her Account(s) shall be paid, (i) in a lump-sum payment; or (ii) in monthly 
installments over a period of up to one hundred twenty (120) months (as elected 
by Participant on his or her Deferral Election).

   6.4 Minimum Distribution. Notwithstanding any provision to the contrary, if 
the total balance of a Participant s Account at the time of a termination of 
service or Disability is less than $10,000, then the Participant shall be paid 
his or her benefits as a single lump sum as soon as administratively feasible 
following said termination or Disability.



   6.5 Financial Hardship.  The Administrator may permit an early distribution 
of part or all of any deferred amounts; provided, however, that such 
distribution shall be made only if the Administrator, in its sole discretion, 
determines that the Participant has experienced an unforeseen emergency that is 
caused by an event beyond the control of the Participant and that would result
in severe financial hardship to the Participant if early distribution were not 
permitted.  Any distribution pursuant to this subsection is limited to the 
amount necessary to meet the hardship.

                           ARTICLE VII - Beneficiaries

   7.1 Beneficiaries.  Each Participant may from time to time designate one or 
more persons (who may be any one or more members of such person's family or 
other persons, administrators, trusts, foundations or other entities) as his or 
her beneficiary under the Plan.  Such designation shall be made on a form 
prescribed by the Administrator.  Each Participant may at any time and from
time to time, change any previous beneficiary designation, without notice to or 
consent of any previously designated beneficiary, by amending his or her 
previous designation on a form prescribed by the Administrator.  If the 
beneficiary does not survive the Participant (or is otherwise unavailable to 
receive payment) or if no beneficiary is validly designated, then the amounts 
payable under this Plan shall be paid to the Participant's surviving spouse, 
if any, and, if none, to his or her surviving issue per stirpes, if any, and, 
if none, to his or her estate and such person shall be deemed to be a 
beneficiary hereunder.  (For purposes of this ARTICLE, a per stirpes 
distribution to surviving issue means a distribution to such issue as 
representatives of the branches of the descendants of such Participant; equal 
shares are allotted for each living child and for the descendants as a group of 
each deceased child of the deceased Participant).  If more than one
person is the beneficiary of a deceased Participant, each such person shall 
receive a pro rata share of any death benefit payable unless otherwise 
designated on the applicable form.  If a beneficiary who is receiving benefits 
dies, all benefits that were payable to such beneficiary shall then be
payable to the estate of that beneficiary.

   7.2 Lost Beneficiary.

       (a)     All Participants and beneficiaries shall have the obligation to 
keep the Administrator informed of their current address until such time as all 
benefits due have been paid.

       (b)     If a Participant or beneficiary cannot be located by the 
Administrator exercising due diligence, then, in its sole discretion, the 
Administrator may presume that the Participant or beneficiary is deceased for 
purposes of the Plan and all unpaid amounts (net of due diligence expenses) 
owed to the Participant or beneficiary shall be paid accordingly or, if a 
beneficiary cannot be so located, then such amounts may be forfeited.  Any such 
presumption of death shall be final, conclusive and binding on all parties.

                               ARTICLE VIII - Funding

   8.1 Prohibition Against Funding.  Should any investment be acquired in 
connection with the liabilities assumed under this Plan, it is expressly 
understood and agreed that the Participants and beneficiaries shall not have any
right with respect to, or claim against, such assets nor shall any
such purchase be construed to create a trust of any kind or a fiduciary 
relationship between the Employer and the Participants, their beneficiaries or 
any other person.  Any such assets shall be and remain a part of the general, 
unpledged, unrestricted assets of the Employer, subject to the claims
of its general creditors.  It is the express intention of the parties hereto 
that this arrangement shall be unfunded for tax purposes and for purposes of 
Title I of the Employee Retirement Income Security Act of 1974, as amended.  
Each Participant and beneficiary shall be required to look to
the provisions of this Plan and to the Employer itself for enforcement of any 
and all benefits due under this Plan, and to the extent any such person acquires
a right to receive payment under this Plan, such right shall be no greater than 
the right of any unsecured general creditor of the Employer.  The Employer or 
the Trust shall be designated the owner and beneficiary of any
investment acquired in connection with its obligation under this Plan.

   8.2 Deposits in Trust.  Notwithstanding paragraph 8.1, or any other provision
of this Plan to the contrary, the Employer may deposit into the Trust any 
amounts it deems appropriate to pay the benefits under this Plan.  The amounts 
so deposited may include all contributions made pursuant to a Deferral Election 
by a Participant, any Employer Contributions and any Matching Contributions.

   8.3 Indemnification of Trustee.

       (a)     The Trustee shall not be liable for the making, retention, or 
sale of any investment or reinvestment made by it, as herein provided, nor for 
any loss to, or diminution of, the Trust assets, unless due to its own 
negligence, willful misconduct or lack of good faith.

       (b)     Such Trustee shall be indemnified and saved harmless by the 
Employer from and against all personal liability to which it may be subject by 
reason of any act done or omitted to be done in its official capacity as Trustee
in good faith in the administration of the Plan and Trust,
including all expenses reasonably incurred in its defense in the event the 
Employer fails to provide such defense upon the request of the Trustee.  The 
Trustee is relieved of all responsibility in connection with its duties 
hereunder to the fullest extent permitted by law, short of breach of duty
to the beneficiaries.

   8.4 Withholding of Participant Contributions.  The Administrator is 
authorized to make any and all necessary arrangements with the Employer in order
to withhold the Participant's Deferrals under section 3.1 hereof from his or 
her Compensation.  The Administrator shall determine the amount and timing of 
such withholding.

                           ARTICLE IX - Claims Administration

   9.1 General.  In the event that a Participant or his or her beneficiary does 
not receive any Plan benefit that is claimed, such Participant or beneficiary 
shall be entitled to consideration and review as provided in this ARTICLE.  
Such consideration and review shall be conducted in a manner designed to comply 
with section 503 of the Employee Retirement Income Security Act of 1974, as 
amended.

   9.2 Claim Review.  Upon receipt of any written claim for benefits, the 
Administrator shall be notified and shall give due consideration to the claim 
presented.  If the claim is denied to any extent by the Administrator, the 
Administrator shall furnish the claimant with a written notice setting forth 
(in a manner calculated to be understood by the claimant):

       (a)     the specific reason or reasons for denial of the claim;

       (b)     a specific reference to the Plan provisions on which the denial 
is based;

       (c)     a description of any additional material or information 
necessary for the claimant to perfect the claim and an explanation of why such 
material or information is necessary; and

       (d)     an explanation of the provisions of this ARTICLE.

   9.3 Right of Appeal.  A claimant who has a claim denied under section 9.2 
may appeal to the Administrator for reconsideration of that claim.  A request 
for reconsideration under this section must be filed by written notice within 
sixty (60) days after receipt by the claimant of the notice of denial under 
section 9.2.

   9.4 Review of Appeal.  Upon  receipt of an appeal the Administrator shall 
promptly take action to give due consideration to the appeal.  Such 
consideration may include a hearing of the parties involved, if the 
Administrator feels such a hearing is necessary.  In preparing for this appeal 
the claimant shall be given the right to review pertinent documents and the 
right to submit in writing a statement of issues and comments.  After 
consideration of the merits of the appeal the Administrator shall issue a 
written decision which shall be binding on all parties.  The decision shall
be written in a manner calculated to be understood by the claimant and shall 
specifically state its reasons and pertinent Plan provisions on which it relies.
  The Administrator s decision shall be issued within sixty (60) days after the 
appeal is filed, except that if a hearing is held the decision
may be issued within one hundred twenty (120) days after the appeal is filed.

   9.5 Designation.  The Administrator may designate one or more of its members 
or any other person of its choosing to make any determination otherwise required
under this ARTICLE.

                             ARTICLE X - Change in Control

   10.1   Distribution Election. A Participant shall have the opportunity to 
elect on January 1 of each Plan Year to receive a distribution of his entire 
Account upon the occurrence of a change in control.  If the Participant makes 
such an election, his entire Account shall be paid to him in a single lump-sum 
as soon as administratively practicable following such change in
control.  Such election may be revoked on any January 1 subsequent to the 
election. Notwithstanding the foregoing, an election to receive a distribution 
of the Participant s entire Account must be made no later than ninety (90) days 
prior to the occurrence of a change in control.

   10.2   Definition.  For purposes of this ARTICLE X,  change in control  
means a merger or acquisition of the Employer in transaction whereby the Board 
is reorganized, dissolved or otherwise reconstructed so that one or more of the 
Directors in office prior to such merger or acquisition is not a member of the 
Board or other body primarily responsible for the policy decisions upon which 
the Employer s activities and operations are based subsequent to the merger or 
acquisition.

                                ARTICLE XI - General Provisions

   11.1   Administrator.

       (a)     The Administrator is expressly empowered to limit the amount of 
compensation that may be deferred; to deposit amounts into trust in accordance 
with section 8.2 hereof; to interpret the Plan, and to determine all questions 
arising in the administration, interpretation and application of the Plan; to 
employ actuaries, accountants, counsel, and other persons it deems
necessary in connection with the administration of the Plan; to request any 
information from the Employer it deems necessary to determine whether the 
Employer would be considered insolvent or subject to a proceeding in bankruptcy;
and to take all other necessary and proper actions to fulfill its duties as 
Administrator.

       (b)     The Administrator shall not be liable for any actions by it 
hereunder, unless due to its own negligence, willful misconduct or lack of 
good faith.

       (c)     The Administrator shall be indemnified and saved harmless by the 
Employer from and against all personal liability to which it may be subject by 
reason of any act done or omitted to be done in its official capacity as 
Administrator in good faith in the administration of the Plan and Trust, 
including all expenses reasonably incurred in its defense in the event the 
Employer fails to provide such defense upon the request of the Administrator.  
The Administrator is relieved of all responsibility in connection with its 
duties hereunder to the fullest extent permitted by law, short of breach of 
duty to the beneficiaries.

   11.2        No Assignment.  Benefits or payments under this Plan shall not 
be subject in any manner to anticipation, alienation, sale, transfer, 
assignment, pledge, encumbrance, attachment, or garnishment by creditors of the 
Participant or the Participant's beneficiary, whether voluntary or
involuntary, and any attempt to so anticipate, alienate, sell, transfer, assign,
pledge, encumber, attach or garnish the same shall not be valid, nor shall any 
such benefit or payment be in any way liable for or subject to the debts, 
contracts, liabilities, engagement or torts of any Participant or
beneficiary, or any other person entitled to such benefit or payment pursuant 
to the terms of this Plan, except to such extent as may be required by law.  If 
any Participant or beneficiary or any other person entitled to a benefit or 
payment pursuant to the terms of this Plan becomes bankrupt or attempts to 
anticipate, alienate, sell, transfer, assign, pledge, encumber, attach or 
garnish any benefit or payment under this Plan, in whole or in part, or if any 
attempt is made to subject any such benefit or payment, in whole or in part, to 
the debts, contracts, liabilities, engagements or torts of the Participant or 
beneficiary or any other person entitled to any such benefit or payment
pursuant to the terms of this Plan, then such benefit or payment, in the 
discretion of the Administrator, shall cease and terminate with respect to such 
Participant or beneficiary, or any other such person.

   11.3        No Employment Rights.  Participation in this Plan shall not be 
construed to confer upon any Participant the legal right to be retained in the 
employ of the Employer, or give a Participant or beneficiary, or any other 
person, any right to any payment whatsoever, except to the extent of the 
benefits provided for hereunder.  Each Participant shall remain subject to
discharge to the same extent as if this Plan had never been adopted.

   11.4        Incompetence.  If the Administrator determines that any person to
whom a benefit is payable under this Plan is incompetent by reason of physical 
or mental disability, the Administrator shall have the power to cause the 
payments becoming due to such person to be made to another for his or her 
benefit without responsibility of the Administrator or the Employer to see
to the application of such payments.  Any payment made pursuant to such power 
shall, as to such payment, operate as a complete discharge of the Employer, the 
Administrator and the Trustee.

   11.5        Identity.  If, at any time, any doubt exists as to the identity 
of any person entitled to any payment hereunder or the amount or time of such 
payment, the Administrator shall be entitled to hold such sum until such 
identity or amount or time is determined or until an order of a court of 
competent jurisdiction is obtained.  The Administrator shall also be entitled to
pay such sum into court in accordance with the appropriate rules of law.  Any 
expenses incurred by the Employer, Administrator, and Trust incident to such 
proceeding or litigation shall be charged against the Account of the affected 
Participant.

   11.6        Other Benefits.  The benefits of each Participant or beneficiary 
hereunder shall be in addition to any benefits paid or payable to or on account 
of the Participant or beneficiary under any other pension, disability, annuity 
or retirement plan or policy whatsoever.







   11.7        No Liability.  No liability shall attach to or be incurred by 
any manager of the Employer, Trustee or any Administrator under or by reason of 
the terms, conditions and provisions contained in this Plan, or for the acts or 
decisions taken or made thereunder or in connection therewith; and as a 
condition precedent to the establishment of this Plan or the receipt of benefits
thereunder, or both, such liability, if any, is expressly waived and released 
by each Participant and by any and all persons claiming under or through any 
Participant or any other person.  Such waiver and release shall be conclusively 
evidenced by any act or participation in or the acceptance of
benefits or the making of any election under this Plan.

   11.8        Expenses.  All expenses incurred in the administration of the 
Plan, whether incurred by the Employer or the Plan, shall be paid by the 
Employer.

   11.9        Insolvency.  Should the Employer be considered insolvent (as 
defined by the Trust), the Employer, through its Board and chief executive 
officer, shall give immediate written notice of such to the Administrator of 
the Plan and the Trustee.  Upon receipt of such notice, the
Administrator or Trustee shall cease to make any payments to Participants who 
were Employees of the Employer or their beneficiaries and shall hold any and 
all assets attributable to the Employer for the benefit of the general creditors
of the Employer.

   11.10  Amendment and Termination.

       (a)     Except as otherwise provided in this section, the Employer shall 
have the sole authority to modify, amend or terminate this Plan; provided, 
however, that any modification or termination of this Plan shall not reduce, 
alter or impair, without the consent of a Participant, a Participant's right to 
any amounts already credited to his or her Account on the day before the
effective date of such modification or termination.  Following such termination,
payment of such credited amounts may be made in a single-sum payment if the 
Employer so designates.  Any such decision to pay in a single sum shall apply to
all Participants.

       (b)     Any funds remaining in the Trust after termination of the Plan 
and satisfaction of all liabilities to Participants and others, shall be 
returned to the Employer.





   11.11  Employer Determinations.  Any determinations, actions or decisions of 
the Employer (including but not limited to, Plan amendments and Plan 
termination) shall be made by the board of directors of the Employer in 
accordance with its established procedures or by such other individuals, groups 
or organizations that have been properly delegated by the board of
directors to make such determination or decision.

   11.12  Construction.  All questions of interpretation, construction or 
application arising under or concerning the terms of this Plan shall be decided 
by the Administrator, in its sole and final discretion, whose decision shall be 
final, binding and conclusive upon all persons.

   11.13  Governing Law.  This Plan shall be governed by, construed and 
administered in accordance with the applicable provisions of the Employee 
Retirement Income Security Act of 1974, as amended, and any other applicable 
federal law, provided, however, that to the extent not preempted by federal law 
this Plan shall be governed by, construed and administered under the
laws of the State of Florida, other than its laws respecting choice of law.

   11.14  Severability.  If any provision of this Plan is held invalid or 
unenforceable, its invalidity or unenforceability shall not affect any other 
provision of this Plan and this Plan shall be construed and enforced as if such 
provision had not been included therein.  If the inclusion of any
Employee (or Employees) as a Participant under this Plan would cause the Plan 
to fail to comply with the requirements of sections 201(2), 301(a)(3) and 401(a)
(1) of the Employee Retirement Income Security Act of 1974, as amended, then 
the Plan shall be severed with respect to such Employee or Employees, who shall 
be considered to be participating in a separate arrangement.

   11.15       Headings.  The ARTICLE headings contained herein are inserted 
only as a matter of convenience and for reference and in no way define, limit, 
enlarge or describe the scope or intent of this Plan nor in any way shall they 
affect this Plan or the construction of any provision thereof.

   11.16  Terms.  Capitalized terms shall have meanings as defined herein.  
Singular nouns shall be read as plural, masculine pronouns shall be read as 
feminine, and vice versa, as appropriate.


   IN WITNESS WHEREOF, Cordis Corporation has caused this instrument to be 
executed by its duly authorized officer, as of this 25th day of August, 1995.

                               CORDIS CORPORATION

                               By: Signed\Robert C. Strauss                   

                               Title: President and CEO                         


ATTEST:

By: Signed\Brian D. Brohman                       

Title: Financial Analyst                                  

EX-27

 

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