FORM 10-C
                                
                 Securities and Exchange Commission
                       Washington, D.C.  20549
                                
Report by issuer of securities quoted on The Nasdaq Stock Market,
filed pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 and Rule 13a-17 or 15d-17 thereunder.

Cordis Corporation
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EXACT NAME OF ISSUER AS SPECIFIED IN CHARTER

14201 N.W. 60th Avenue, Miami Lakes, FL  33014
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ADDRESS OF PRINCIPAL EXECUTIVE OFFICES

(305) 824-2000
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ISSUER'S TELEPHONE NUMBER INCLUDING AREA CODE


I.   Change in Number of Shares Outstanding

Indicate any change (increase or decrease) of five percent or
more in the number of shares outstanding:

1.   Title of security      Common Stock, par value $1.00 per share
                       ----------------------------------------------

2.   Number of shares outstanding before the change     14,403,070
     (as of March 31, 1994)                         -----------------

3.   Number of shares outstanding after the change      16,072,052*
                                                    -----------------

      *    Calculated by adding the number of shares outstanding
           as of March 31, 1994 to the number of shares issued
           pursuant to this action, which was 1,668,982.

4.   Effective date of change      April 25, 1994
                              ---------------------------------------

5.   Method of change         Merger
                      -----------------------------------------------

Specify method (such as merger, acquisition, exchange, distribution, 
stock split, reverse split, acquisition of stock for treasury, etc.)

Give brief description of transaction        See Annex A
                                      -------------------------------


II.  Change in Name of Issuer

1.   Name prior to change          N/A
                          -------------------------------------------

2.   Name after change ______________________________________________

3.   Effective date of charter amendment changing name ______________

4.   Date of shareholder approval of change, if required ____________


Dated:  May 4, 1994          CORDIS CORPORATION
                                
                             By:      /s/ Robert C. Strauss
                                 ------------------------------------
                                Robert C. Strauss
                                President and Chief Executive Officer

                              ANNEX A
                                
           Pursuant to an Agreement and Plan of Reorganization by
and  among  Cordis Corporation, a Florida corporation ("Cordis"),
Cordis  Acquisition, Inc., a newly formed California  corporation
and  a wholly owned subsidiary of Cordis ("Acquisition"), Webster
Laboratories,  Inc.,  a California corporation  ("Webster"),  and
certain  of  the shareholders of Webster dated as of January  20,
1994 and amended by Amendments Nos. 1 and 2 to Agreement and Plan
of  Reorganization dated as of March 15, 1994 and as of April  1,
1994,   respectively   (as   so  amended,   the   "Reorganization
Agreement"), and a related Agreement of Merger dated as of  April
25,  1994  between  Acquisition and Webster and  filed  with  the
Secretary   of   State   of  California  on   April   25,   1994,
(i)  Acquisition has merged with and into Webster (the "Merger"),
doing business under the name Cordis Webster, Inc. and which is a
wholly owned subsidiary of Cordis, and (ii) each share of Webster
common  stock, no par value ("Webster Common Stock"), outstanding
immediately  prior  to the consummation of the  Merger  has  been
converted  into  the right to receive that number  of  shares  of
common stock of Cordis, par value $1.00 per share ("Cordis Common
Stock"),  equal  to  $12.81364 divided  by  the  average  of  the
reported closing prices of a share of Cordis Common Stock on  the
NASDAQ  National Market System as reported by NASDAQ for  the  20
consecutive trading days immediately preceding the third  trading
day  before  the date of the closing of the Merger (the  "Average
Trading Price"), which Average Trading Price was $45.59375.  Such
number  as  so  determined, was 0.281039 (the "Exchange  Ratio").
The number of shares of Cordis Common Stock issuable pursuant  to
the  Merger was 1,668,982, excluding an additional 192,401 shares
of  Cordis Common Stock that were reserved for issuance  pursuant
to  options to purchase shares of Webster Common Stock that  were
outstanding immediately prior to the effective time of the Merger
and assumed by Cordis.