SC 14D1/A

                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549
                            --------------------
                              SCHEDULE 14D-1/A
                           TENDER OFFER STATEMENT
                              (AMENDMENT NO. 2)
                              (FINAL AMENDMENT)
                        PURSUANT TO SECTION 14(D)(1)
                 OF THE SECURITIES AND EXCHANGE ACT OF 1934

                              SPINE-TECH, INC.
                          (Name of Subject Company)
                            --------------------
                 SULZER MEDICA ORTHOPEDICS ACQUISITION CORP.
                                     AND
                              SULZER MEDICA LTD
                                  (Bidder)
                            --------------------
                        COMMON STOCK, $.01 PAR VALUE
                       (Title of Class of Securities)
                            --------------------
                                  848927109
                    (CUSIP Number of Class of Securities)
                            --------------------
                             Lawrence H. Panitz
                              Sulzer Medica Ltd
                            4000 Technology Drive
                             Angleton, TX 77515
                               (409) 848-4000
 (Name, Address and Telephone Number of Person Authorized to Receive Notices
                   and Communications on Behalf of Bidder)
                            --------------------
                                  COPY TO:
                            Peter D. Lyons, Esq.
                             SHEARMAN & STERLING
                            599 LEXINGTON AVENUE
                          NEW YORK, NEW YORK 10022
                          TELEPHONE: (212) 848-4000

                               January 22, 1998




    This Amendment No. 2 (Final Amendment) to the Tender Offer Statement on
Schedule 14D-1 (the "Schedule 14D-1") relates to the offer by Sulzer Medica 
Orthopedics Acquisition Corp., a Minnesota corporation ("Purchaser") and an 
indirect wholly owned subsidiary of Sulzer Medica Ltd, a company organized under
the laws of Switzerland ("Parent"), to purchase all outstanding shares of 
common stock, $.01 par value (the "Common stock"), of Spine-Tech, Inc., a 
Minnesota corporation (the "Company"), and the associated preferred share
purchase rights (together with the Common Stock, the "Shares"), at a price of
$52.00 per Share, net to the seller in cash, upon the terms and subject to the 
conditions set forth in Purchaser's Offer to Purchase dated December 19, 1997 
(the "Offer to Purchase") and the related Letter of Transmittal, copies of 
which were attached to the Schedule 14D-1 as Exhibits (a)(1) and (a)(2) 
thereto, respectively. The Schedule 14D-1 was initially filed with the 
Securities and Exchange Commission on December 19, 1997.

    Capitalized terms used but not defined herein have the meanings ascribed 
to such terms in the Offer to Purchase and the Schedule 14D-1.

ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY

    Item 6 is hereby amended and supplemented by adding to the end thereof 
the following:

    At 12:00 midnight, New York City time, on Wednesday, January 21, 1998, 
the Offer expired as scheduled. Based on a preliminary count, approximately 
11,150,959 Shares were tendered pursuant to the Offer, of which 601,885 were 
tendered pursuant to notices of guaranteed delivery. On January 22, 1998, 
effective as of 12:01 a.m. all Shares validly tendered and not withdrawn prior 
to the expiration of the Offer were accepted for payment. The acceptance of 
such tendered Shares resulted in Parent and its subsidiaries owning 
approximately 97.6% of the Shares. A copy of a press release announcing the
expiration of the Offer and the acceptance of validly tendered Shares is
attached hereto as Exhibit (a)(10) and is incorporated herein by reference
in its entirety.

ITEM 11.  MATERIAL TO BE FILED AS EXHIBITS.

    Item 11 is hereby amended and supplemented by adding the following 
Exhibit:

    (a)(10) Press Release issued by Parent on January 22, 1998.





    After reasonable inquiry and to the best of my knowledge and belief, I 
certify that the information set forth in this statement is true, complete 
and correct.


                                        SULZER MEDICA ORTHOPEDICS ACQUISITION 
                                          CORP.

                                        By: /s/ LAWRENCE H. PANITZ
                                            ------------------------------------
                                          Name: Lawrence H. Panitz
                                           Title: Vice President, 
                                                  Secretary and General Counsel

January 22, 1998




    After reasonable inquiry and to the best of my knowledge and belief, I 
certify that the information set forth in this statement is true, complete 
and correct.


                                        SULZER MEDICA LTD

                                        By: /s/ ANDRE P. BUCHEL
                                            ------------------------------------
                                          Name: Andre P. Buchel
                                           Title: President and 
                                                  Chief Executive Officer

January 22, 1998




EXHIBIT INDEX

EXHIBIT                                                       PAGE IN SEQUENTIAL
  NO.                                                         NUMBERING SYSTEM
- -------                                                       ------------------

(a)(1)   Form of Offer to Purchase dated December 19, 1997 ..          *
(a)(2)   Form of Letter of Transmittal ......................          *
(a)(3)   Form of Notice of Guaranteed Delivery ..............          *
(a)(4)   Form of Letter to Brokers, Dealers, Commercial 
           Banks, Trust Companies and Nominees ..............          *
(a)(5)   Form of Letter from Brokers, Dealers, Commercial 
           Banks, Trust Companies and Nominees to Clients ...          *
(a)(6)   Form of Guidelines for Certification of Taxpayer 
           Identification Number on Substitute Form W-9 .....          *
(a)(7)   Summary Advertisement as published in The Wall 
           Street Journal on December 19, 1997 ..............          *
(a)(8)   Press Release issued by Parent on December 19, 
           1997 .............................................          *
(a)(9)   Press Release issued by Purchaser on January 5, 
           1998 .............................................          *
(a)(10)  Press Release issued by Parent on January 22, 1998...          
(b)(1)   Commitment Letter dated December 17, 1997 by 
           Credit Suisse First Boston with respect to 
           $250,000,000 Bridge Credit Facility to be 
           provided to the Company ..........................          *
(c)(1)   Agreement and Plan of Merger, dated as of 
           December 15, 1997 among Parent, Purchaser and 
           the Company ......................................          *

- --------------------
* Previously filed.
                                      7

EX-99.(A)(10)

                        [Letterhead of Sulzer Medica]






FOR IMMEDIATE RELEASE
- ---------------------
Larry Panitz, Investor Relations       409/848-4180
T.C. Selman II, Public Relations       409/848-4097




                   SULZER MEDICA LTD ANNOUNCES COMPLETION OF
                       TENDER OFFER FOR SPINE-TECH, INC.


ANGLETON, TX: (JANUARY 22, 1998) - Sulzer Medica Ltd, a leading orthopedic 
and cardiovascular device company headquartered in Winterthur, Switzerland, 
and with a significant presence in the US, completed its cash tender offer 
for the outstanding shares of common stock of Spine-Tech Inc ("Spine-Tech", 
NASDAQ: SPYN). With the acquisition of this innovative, fast growing company, 
the Orthopedics Division of Sulzer Medica will achieve a major strengthening 
of its spinal market segment with its large growth potential.

The tender offer expired, as scheduled, at Midnight, New York City time, on 
Wednesday, January 21, 1998.  Based on a preliminary count, at least 90% of 
Spine-Tech shares were tendered and accepted for payment at a price of $52.00 
per share.

In the proposed second step of the acquisition, Sulzer Medica plans to merge 
its acquisition vehicle with and into Spine-Tech. As a result of such merger, 
each share of Spine-Tech common stock not previously purchased in Sulzer 
Medica's tender offer will be converted into a right to receive $52.00 in 
cash. Under applicable law, the proposed merger is not subject to the 
approval of the remaining outstanding shareholders of Spine-Tech. Sulzer 
Medica presently anticipates that the merger will be completed before the end 
of January 1998.

Sulzer Medica Ltd is focused on the development of implantable medical 
devices and biomaterials for the cardiovascular and orthopedics markets 
worldwide.  The company's products include heart valves, pacemakers, 
defibrillators, ablation catheters, vascular grafts, artificial knees, hips, 
shoulders, and dental implants.  (Zurich Stock Exchange: SMEN;NYSE:SM)



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