<PAGE>

      As filed with the Securities and Exchange Commission on June 21, 1996

                                                    Registration No. 333-_______

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                  ------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                        Integra LifeSciences Corporation
                        --------------------------------
             (Exact name of registrant as specified in its charter)

            Delaware                                   51-0317849
            --------                                   ----------
(State or other jurisdiction of           (I.R.S. Employer Identification No.)
 incorporation or organization)

                                 105 Morgan Lane
                          Plainsboro, New Jersey 08536
                          ----------------------------
               (Address of principal executive offices) (zip code)

               Integra LifeSciences Corporation Stock Option Plan
          Integra LifeSciences Corporation 1993 Incentive Stock Option
                       and Non-Qualified Stock Option Plan
          Integra LifeSciences Corporation 1996 Incentive Stock Option
                       and Non-Qualified Stock Option Plan
                       -----------------------------------
                            (Full title of the plans)

                             Richard E. Caruso, Ph.D
                 Chairman, President and Chief Executive Officer
                        Integra LifeSciences Corporation
                                 105 Morgan Lane
                          Plainsboro, New Jersey 08536
                          ----------------------------
                     (Name and address of agent for service)

   Telephone number, including area code, of agent for service: (609) 275-0500

                  Please send copies of all communications to:

                           John E. Stoddard III, Esq.
                             Drinker Biddle & Reath
                                47 Hulfish Street

                           Princeton, New Jersey 08542
                                 (609) 497-7004

Approximate date of commencement of proposed sales under the Plans: As soon as
practicable after this Registration Statement becomes effective.



<PAGE>

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
===========================================================================================
Title of            Amount of          Proposed maximum     Proposed maximum   Amount of
securities to       shares to be       offering price       aggregate          registration
be registered       registered(1)      per share(2)         offering price(2)  fee(2)
- -------------------------------------------------------------------------------------------
<S>                   <C>          <C>                         <C>             <C>    
Common Stock,
par value $.01
per share.........    5,009,489    1,404,525 @  $  .265        $  372,199      $12,478
                                     387,734 @  $ 6.53          2,531,903
                                      33,150 @  $ 7.185           238,183
                                     347,630 @  $ 8.00          2,781,040
                                     648,870 @  $ 8.65          5,612,726
                                       7,500 @  $10.375            77,813
                                       2,300 @  $11.00             25,300
                                       3,750 @  $11.25             42,188
                                      50,000 @  $11.50            575,000
                                       1,500 @  $11.625            17,438
                                         750 @  $11.75              8,813
                                      25,500 @  $12.00            306,000
                                      12,500 @  $12.50            156,250
                                   2,083,780 @  $11.25         23,442,525

===========================================================================================
</TABLE>


(1)  Pursuant to Rule 416(a), this Registration Statement also registers such
     indeterminate number of additional shares as may become issuable under the
     Plans in connection with share splits, share dividends, or similar
     transactions.

(2)  Calculated pursuant to Rule 457(h). As to shares subject to outstanding but
     unexercised options, the price and fee are computed based upon the price at
     which such options may be exercised. As to the remaining 2,083,780 shares,
     the price and fee are computed based upon $11.25, the average of the high
     and low prices for the Common Stock as reported on the National Association
     of Securities Dealers, Inc. Automated Quotation System on June 20, 1996.


                                       -2-


<PAGE>

PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

          The following documents filed by Integra LifeSciences Corporation (the
"Registrant") with the Securities and Exchange Commission (the "Commission")

pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), are incorporated into this Registration Statement by reference:

          1. The Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1995;

          2. The Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended March 31, 1996;

          3. All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since December 31, 1995; and

          4. The description of the Registrant's Common Stock contained in the
Registration Statement on Form 10/A filed under the Exchange Act by the
Registrant, which became effective on August 8, 1995, including any amendment or
report filed for the purpose of updating such description.

          All other reports filed pursuant to Sections 13(a) or 15(d) of the
Exchange Act subsequent to the date of this Registration Statement and prior to
the filing of a post-effective amendment to this Registration Statement which
indicates that all of the securities offered hereby have been sold or which
deregisters all such securities then remaining unsold shall be deemed to be
incorporated by reference in this Registration Statement and to be a part hereof
from the date of the filing of each such report or other document.

Item 4.   Description of Securities.

          Not Applicable.

Item 5.   Interests of Named Experts and Counsel.

          William M. Goldstein, the Secretary and a Director of the Registrant,
is a partner in Drinker Biddle & Reath, counsel to the Registrant. Mr. Goldstein
holds options to purchase 36,500 shares of the Registrant's Common Stock under
the Registrant's Stock Option Plan.

Item 6. Indemnification of Directors and Officers.

     The Delaware General Corporation Law authorizes corporations to limit or
eliminate the personal liability of directors to corporations and their
stockholders for monetary damages for breach of directors' fiduciary duty of
care. The duty of care requires that, when acting on behalf of the corporation,
directors must exercise an informed business judgment based on all material
information reasonably available to them. Absent the limitations authorized by
the Delaware statute, directors could be accountable to corporations and their
stockholders for monetary damages for conduct that does not satisfy their duty
of care. Although the statute does not change directors' duty of care, it
enables corporations to limit available relief to equitable remedies such as
injunction or rescission. The Registrant's Amended and Restated Certificate of


                                       -3-


<PAGE>


Incorporation ("Certificate of Incorporation") limits the liability of the
Registrant's directors to the Registrant or its stockholders to the fullest
extent permitted by the Delaware statute. Specifically, directors of the
Registrant will not be personally liable for monetary damages for breach of a
director's fiduciary duty as a director, except for liability (i) for any breach
of the director's duty of loyalty to the Registrant or its stockholders, (ii)
for acts or omissions not in good faith or which involve intentional misconduct
or a knowing violation of law, (iii) for unlawful payments of dividends or
unlawful stock repurchases or redemptions as provided in Section 174 of the
Delaware General Corporation Law, or (iv) for any transaction from which the
director derived an improper personal benefit. The inclusion of this provision
in the Certificate of Incorporation may have the effect of reducing the
likelihood of derivative litigation against directors and may discourage or
deter stockholders or management from bringing a lawsuit against directors for
breach of their duty of care, even though such an action, if successful, might
otherwise have benefitted the Registrant and its stockholders. At present, there
is no litigation or proceeding pending involving a director of the Registrant as
to which indemnification is being sought, nor is the Registrant aware of any
threatened litigation that may result in claims for indemnification by any
director.

          The By-laws of the Registrant provide for indemnification of the
officers and directors of the Registrant to the fullest extent permitted under
Delaware law.

          The Registrant has directors and officers liability insurance coverage
and has entered into indemnification agreements with each of its directors and
executive officers.

Item 7.   Exemption from Registration Claimed.

          Not Applicable.

Item 8.   Exhibits.

4.1       Integra LifeSciences Corporation Stock Option Plan(1)

4.2       Integra LifeSciences Corporation 1993 Incentive Stock Option and
          Non-Qualified Stock Option Plan(1)

4.3       Integra LifeSciences Corporation 1996 Incentive Stock Option and
          Non-Qualified Stock Option Plan

5         Opinion of Drinker Biddle & Reath, counsel to the Registrant

23.1      Consent of Coopers & Lybrand L.L.P.

23.2      Consent of Drinker Biddle & Reath (included in Exhibit 5)

24        Powers of Attorney

- --------------
(1)  Incorporated by reference to the indicated exhibit to the Company's

     Registration Statement on Form 10/A (File No. 0-26224) which became
     effective on August 8, 1995.


                                       -4-


<PAGE>

Item 9.   Undertakings.

          The undersigned Registrant hereby undertakes:

          (1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:

               (i) To include any prospectus required by Section 10(a)(3) of the
          Securities Act of 1933;

               (ii) To reflect in the prospectus any facts or events arising
          after the effective date of the registration statement (or the most
          recent post-effective amendment thereof) which, individually or in the
          aggregate, represent a fundamental change in the information set forth
          in the registration statement. Notwithstanding the foregoing, any
          increase or decrease in volume of securities offered (if the total
          dollar value of securities offered would not exceed that which was
          registered) and any deviation from the low or high and of the
          estimated maximum offering range may be reflected in the form of
          prospectus filed with the Commission pursuant to Rule 424(b) if, in
          the aggregate, the changes in volume and price represent no more than
          20 percent change in the maximum aggregate offering price set forth in
          the "Calculation of Registration Fee" table in the effective
          registration statement;

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

provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the registration
statement.

          (2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

          (3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.


          The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 that is incorporated by reference in the Registration
Statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

          Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of


                                       -5-


<PAGE>

expenses incurred or paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.


                                       -6-



<PAGE>

                                   SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Plainsboro, State of New Jersey, on this 21st day of
June, 1996.

                           INTEGRA LIFESCIENCES CORPORATION

                           By: /s/ RICHARD E. CARUSO, PH.D.
                               -----------------------------------------------
                               Richard E. Caruso, Ph.D.
                               Chairman, President and Chief Executive Officer

          Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.


<TABLE>
<CAPTION>
Signature                      Title                                            Date
- ---------                      -----                                            ----
<S>                            <C>                                              <C> 
/s/ RICHARD E. CARUSO, PH.D.   Chairman, President, and Chief Executive         June 21, 1996
- ----------------------------   Officer (Principal Executive Officer)
Richard E. Caruso, Ph.D.   

/s/ JOHN R. EMERY              Senior Vice President, Operations and Finance    June 21, 1996
- ----------------------------   (Principal Financial and Accounting Officer)
John R. Emery

KEITH BRADLEY, PH.D.*          Director                                         June 21, 1996
- ----------------------------
Keith Bradley, Ph.D.

WILLIAM M. GOLDSTEIN*          Director and Secretary                           June 21, 1996
- ----------------------------
William M. Goldstein

FREDERIC V. MALEK*             Director                                         June 21, 1996
- ----------------------------
Frederic V. Malek

GEORGE W. MCKINNEY, III*       Director                                         June 21, 1996
- ----------------------------
George W. McKinney, III

JAMES M. SULLIVAN*             Director                                         June 21, 1996
- ----------------------------
James M. Sullivan


ROBERT J. TOWARNICKI*          Executive Vice President, Technology             June 21, 1996
- ----------------------------   and Business Development and Director
Robert J. Towarnicki

EDMUND L. ZALINSKI, PH.D.*     Director                                         June 21, 1996
- ----------------------------
Edmund L. Zalinski, Ph.D.
</TABLE>



- ------------------
*Richard E. Caruso, pursuant to a Power of Attorney executed by each of the
directors and officers noted above and filed with the Securities and Exchange
Commission as Exhibit 24 to this Registration Statement, by signing his name
hereto, does hereby sign and execute this Registration Statement on behalf of
each of the persons noted above, in the capacities indicated, and does hereby
sign and execute this Registration Statement on his own behalf, in the
capacities indicated.

                                          /s/ RICHARD E. CARUSO
                                          -----------------------------------
                                          Richard E. Caruso


                                       -7-



<PAGE>

                                  EXHIBIT INDEX

Exhibit
Number    Description of Exhibit
- -------   ----------------------

4.1       Integra Lifesciences Corporation Stock Option Plan(1)

4.2       Integra LifeSciences Corporation 1993 Incentive Stock Option and
          Non-Qualified Stock Option Plan(1)

4.3       Integra LifeSciences Corporation 1996 Incentive Stock Option and
          Non-Qualified Stock Option Plan

5         Opinion of Drinker Biddle & Reath, counsel to the Registrant

23.1      Consent of Coopers & Lybrand L.L.P.

23.2      Consent of Drinker Biddle & Reath (included in Exhibit 5)

24        Powers of Attorney

- ------------------
(1)  Incorporated by reference to the indicated exhibit to the Company's
     Registration Statement on Form 10/A (File No. 0-26224) which became
     effective on August 8, 1995.







<PAGE>

                                                                     Exhibit 4.3



                        INTEGRA LIFESCIENCES CORPORATION


                           1996 INCENTIVE STOCK OPTION
                                       AND
                         NON-QUALIFIED STOCK OPTION PLAN



<PAGE>

                        INTEGRA LIFESCIENCES CORPORATION
                         1996 INCENTIVE STOCK OPTION AND
                         NON-QUALIFIED STOCK OPTION PLAN
                         -------------------------------


                                    SECTION 1

                                     Purpose

          This INTEGRA LIFESCIENCES CORPORATION 1996 INCENTIVE STOCK OPTION AND
NON-QUALIFIED STOCK OPTION PLAN ("Plan") is intended to provide a means whereby
Integra LifeSciences Corporation ("Company") may, through the grant of incentive
stock options and non-qualified stock options (collectively, "Options") to
purchase common stock of the Company ("Common Stock") to Key Employees and
Associates (both as defined in Section 3 hereof), attract and retain such Key
Employees and Associates and motivate them to exercise their best efforts on
behalf of the Company and of any Related Corporation (as defined below).

          For purposes of the Plan, a "Related Corporation" shall mean either a
corporate subsidiary of the Company, as defined in section 424(f) of the
Internal Revenue Code of 1986, as amended ("Code"), or the corporate parent of
the Company, as defined in section 424(e) of the Code. Further, as used in the
Plan (a) the term "ISO" shall mean an Option which, at the time such Option is
granted under the Plan,
 qualifies as an incentive stock option within the
meaning of section 422 of the Code; and (b) the term "NQSO" shall mean an Option
which, at the time such Option is granted, does not qualify as an incentive
stock option.

                                    SECTION 2

                                 Administration

          The Plan shall be administered by the Company's Stock Option Committee
("Committee"), which shall consist of at least two and no more than three
directors of the Company who shall be appointed by, and shall serve at the
pleasure of, the Company's Board of Directors ("Board"). Each member of such
Committee, while serving as such, shall be deemed to be acting in his capacity
as a director of the Company. Except as otherwise permitted under section 16(b)
of the Securities Exchange Act of 1934, and the rules and regulations
thereunder, no member of the Committee shall have been granted or awarded
Options pursuant to the Plan or equity securities (within the meaning of 17
C.F.R. ss. 240.16a-1(d)) pursuant to any other plan of the Company or of any of
its affiliates, as defined in the Securities Exchange Act of 1934, at any time
during the period commencing with the date which is one year prior to the date
his service on the Committee began and ending on the date which is one day after
the date on which his service on the Committee ceased. Each member of the
Committee shall also be an "outside director" within the meaning of Treas. Reg.
ss.1.162-27(e)(3), or any successor thereto.


                                       -2-



<PAGE>

          The Committee shall have full authority, subject to the terms of the
Plan, to select the Key Employees and Associates (both as defined in Section 3
hereof) to be granted ISOs and/or NQSOs under the Plan, to grant Options on
behalf of the Company, and to set the date of grant and the other terms of such
Options. The Committee may correct any defect, supply any omission and reconcile
any inconsistency in this Plan and in any Option granted hereunder in the manner
and to the extent it shall deem desirable. The Committee also shall have the
authority to establish such rules and regulations, not inconsistent with the
provisions of the Plan, for the proper administration of the Plan, and to amend,
modify or rescind any such rules and regulations, and to make such
determinations and interpretations under, or in connection with, the Plan, as it
deems necessary or advisable. All such rules, regulations, determinations and
interpretations shall be binding and conclusive upon the Company, its
stockholders and all officers and employees and former officers and employees,
and upon their respective legal representatives, beneficiaries, successors and
assigns, and upon all other persons claiming under or through any of them.

          No member of the Board or the Committee shall be liable for any action
or determination made in good faith with respect to the Plan or any Option
granted under it.

                                    SECTION 3

                                   Eligibility

          (a) In General. Key Employees and Associates shall be eligible to
receive Options under the Plan. Key Employees and Associates who have been
granted an Option under the Plan shall be referred to as "Optionees." More than
one Option may be granted to an Optionee under the Plan.

          (b) Key Employees. "Key Employees" are officers, executives, and
managerial employees of the Company and/or a Related Corporation. Key Employees
shall be eligible to receive ISOs and/or NQSOs.

          (c) Associates. "Associates" are designated non-employee directors,
consultants and other persons providing services to the Company and/or Related
Corporation. Associates shall be eligible to receive only NQSOs.

                                    SECTION 4

                                      Stock

          Options may be granted under the Plan to purchase up to a maximum of
1,500,000 shares of the Company's Common Stock, par value $0.01 per share;
provided, however, that no Key Employee shall receive Options for more than
300,000 shares of Common Stock over any one-year period. However, both limits in
the preceding sentence shall be subject to adjustment as hereinafter provided.
Shares issuable under the Plan may be authorized but unissued shares or
reacquired shares, and the Company may purchase shares required for this
purpose, from time to time, if it deems such purchase to be advisable.



                                       -3-


<PAGE>

          If any Option granted under the Plan expires or otherwise terminates
for any reason whatsoever (including, without limitation, the Optionee's
surrender thereof) without having been exercised, the shares subject to the
unexercised portion of such Option shall continue to be available for the
granting of Options under the Plan as fully as if such shares had never been
subject to an Option; provided, however, that (a) if an Option is cancelled, the
shares of Common Stock covered by the cancelled option shall be counted against
the maximum number of shares specified above for which Options may be granted to
a single Key Employee, and (b) if the exercise price of an Option is reduced
after the date of grant, the transaction shall be treated as a cancellation of
the original Option and the grant of a new Option for purposes of counting the
maximum number of shares for which Options may be granted to a Key Employee.

                                    SECTION 5

                               Granting of Options

          From time to time until the expiration or earlier suspension or
discontinuance of the Plan, the Committee may, on behalf of the Company, grant
to Key Employees and Associates under the Plan such Options as it determines are
warranted, subject to the limitations of the Plan; provided, however, that
grants of ISOs and NQSOs shall be separate and not in tandem. The granting of an
Option under the Plan shall not be deemed either to entitle the Key Employee or
Associate to, or to disqualify the Key Employee or Associate from, any
participation in any other grant of Options under the Plan. In making any
determination as to whether a Key Employee or Associate shall be granted an
Option, the type of Option to be granted, and the number of shares to be covered
by such Option, the Committee shall take into account the duties of the Key
Employee or Associate, his or her present and potential contributions to the
success of the Company or a Related Corporation, the tax implications to the
Company and the Key Employee or Associate of any Option granted, and such other
factors as the Committee shall deem relevant in accomplishing the purposes of
the Plan. Moreover, the Committee may provide in the Option that said Option may
be exercised only if certain conditions, as determined by the Committee, are
fulfilled.

                                    SECTION 6

                                  Annual Limit

          (a) ISOs. The aggregate Fair Market Value (determined as of the date
the ISO is granted) of the Common Stock with respect to which ISOs are
exercisable for the first time by a Key Employee during any calendar year
(counting ISOs under this Plan and incentive stock options under any other stock
option plan of the Company or a Related Corporation) shall not exceed $100,000.
The term "Fair Market Value" shall mean the value of the shares of Common Stock
arrived at by a good faith determination of the Committee and shall be:

          (1) The mean between the highest and lowest quoted selling price, if

there is a market for the Common Stock on a registered securities exchange or in
an over-


                                       -4-


<PAGE>

the-counter market, on the date specified;

          (2) The weighted average of the means between the highest and lowest
sales on the nearest date before and the nearest date after the specified date,
if there are no such sales on the specified date but there are such sales on
dates within a reasonable period both before and after the specified date;

          (3) The mean between the bid and asked prices, as reported by the
National Quotation Bureau on the specified date, if actual sales are not
available during a reasonable period beginning before and ending after the
specified date; or

          (4) If (1) through (3) above are not applicable, such other method of
determining Fair Market Value as shall be authorized by the Code, or the rules
or regulations thereunder, and adopted by the Committee.

          Where the Fair Market Value of shares of Common Stock is determined
under (2) above, the average of the means between the highest and lowest sales
on the nearest date before and the nearest date after the specified date shall
be weighted inversely by the respective numbers of trading days between the
dates of reported sales and the specified date (i.e., the valuation date), in
accordance with Treas. Reg. ss. 20.2031-2(b)(1), or any successor thereto.

          (b) Options Over Annual Limit. If an Option intended as an ISO is
granted to a Key Employee and such Option may not be treated in whole or in part
as an ISO pursuant to the limitation in Subsection (a) above, such Option shall
be treated as an ISO to the extent it may be so treated under such limitation
and as an NQSO as to the remainder. For purposes of determining whether an ISO
would cause such limitation to be exceeded, ISOs shall be taken into account in
the order granted.

          (c) NQSOs. The annual limits set forth above for ISOs shall not apply
to NQSOs.

                                    SECTION 7

                      Option Agreements - Other Provisions

          Options granted under the Plan shall be evidenced by written documents
("Option Agreements") in such form as the Committee shall, from time to time,
approve. An Option Agreement shall specify whether the Option is an ISO or NQSO;
provided, however, if the Option is not designated in the Option Agreement as an
ISO or NQSO, the Option shall constitute an ISO if it complies with the terms of
section 422 of the Code, and otherwise, it shall constitute an NQSO. Each
Optionee shall enter into, and be bound by, such Option Agreements, as soon as
practicable after the grant of an Option.



                                       -5-


<PAGE>

                                    SECTION 8

                         Terms and Conditions of Options

          Options granted pursuant to the Plan shall include expressly or by
reference the following terms and conditions, as well as such other provisions
not inconsistent with the provisions of this Plan and, for ISOs granted under
this Plan, the provisions of section 422(b) of the Code, as the Committee shall
deem desirable:

          (a) Number of Shares. A statement of the number of shares to which the
Option pertains.

          (b) Price. A statement of the Option price which shall be determined
and fixed by the Committee in its discretion, but shall not be less than the
higher of 100% (110% in the case of ISOs granted to more than 10% shareholders
as discussed in Subsection (j) below) of the fair market value of the optioned
shares of Common Stock, or the par value thereof, on the date the Option is
granted.

          (c) Term.

          (1) ISOs. Subject to earlier termination as provided in Subsections
(e), (f) and (g) below and in Section 9 hereof, the term of each ISO shall be
not more than ten years (five years in the case of more than 10% shareholders as
discussed in Subsection (j) below) from the date of grant.

          (2) NQSOs. Subject to earlier termination as provided in Subsections
(e), (f) and (g) below and in Section 9 hereof, the term of each NQSO shall be
not more than ten years from the date of grant.

          (d) Exercise.

          (1) General. Options shall be exercisable in such installments and on
such dates, not less than six months from the date of grant, as the Committee
may specify, provided that:

               (A) in the case of new Options granted to an Optionee in
          replacement for options (whether granted under the Plan or otherwise)
          held by the Optionee, the new Options may be made exercisable, if so
          determined by the Committee, in its discretion, at the earliest date
          the replaced options were exercisable, but not earlier than three
          months from the date of grant of the new Options; and

               (B) the Committee may accelerate the exercise date of any
          outstanding Options (including, without limitation, the three-month
          exercise date referred to in (i) above), in its discretion, if it
          deems such acceleration to be desirable.


          Any Option shares, the right to the purchase of which has accrued, may
be


                                       -6-


<PAGE>

purchased at any time up to the expiration or termination of the Option.
Exercisable Options may be exercised, in whole or in part, from time to time by
giving written notice of exercise to the Company at its principal office,
specifying the number of shares to be purchased and accompanied by payment in
full of the aggregate Option exercise price for such shares. Only full shares
shall be issued under the Plan, and any fractional share which might otherwise
be issuable upon exercise of an Option granted hereunder shall be forfeited.

          (2) Manner of Payment. The Option price shall be payable:

               (A) in cash or its equivalent;

               (B) in the case of an ISO, if the Committee in its discretion
          causes the Option Agreement so to provide, and in the case of an NQSO,
          if the Committee in its discretion so determines at or prior to the
          time of exercise:

                    (i) in Common Stock previously acquired by the Optionee;
               provided that if such shares of Common Stock were acquired
               through the exercise of an incentive stock option and are used to
               pay the Option price of an ISO, such shares have been held by the
               Optionee for a period of not less than the holding period
               described in section 422(a)(1) of the Code on the date of
               exercise, or if such shares of Common Stock were acquired through
               exercise of a non-qualified stock option or through exercise of
               an incentive stock option and are used to pay the Option price of
               an NQSO, such shares have been held by the Optionee for a period
               of more than 12 months on the date of exercise;

                    (ii) in Common Stock newly acquired by the Optionee upon
               exercise of such Option (which shall constitute a disqualifying
               disposition in the case of an ISO);

                    (iii) in the discretion of the Committee, in any combination
               of (A), (B)(i) and (B)(ii) above; or

                    (iv) by delivering a properly executed notice of exercise of
               the Option to the Company and a broker, with irrevocable
               instructions to the broker promptly to deliver to the Company the
               amount of sale or loan proceeds necessary to pay the exercise
               price of the Option.

          In the event the Option price is paid, in whole or in part, with
shares of Common Stock, the portion of the Option price so paid shall be equal
to the Fair Market Value on the date of exercise of the Option of the Common

Stock surrendered in payment of such Option price.

          (e) Termination of Employment or Service. If an Optionee's employment
by or service with the Company (and Related Corporations) is terminated by
either party prior to the expiration date fixed for his or her Option for any
reason other than


                                       -7-


<PAGE>

death or disability, such Option may be exercised, to the extent of the number
of shares with respect to which the Optionee could have exercised it on the date
of such termination, or to any greater extent permitted by the Committee, by the
Optionee at any time prior to the earlier of (i) the expiration date specified
in such Option, or (ii) an accelerated termination date determined by the
Committee, in its discretion, except that, subject to Section 9 hereof, such
accelerated termination date shall not be earlier than the date of the
Optionee's termination of employment or service, and in the case of an ISO, such
termination date shall not be later than three months after the date of the Key
Employee's termination of employment.

          (f) Exercise upon Disability of Optionee. If an Optionee shall become
disabled (within the meaning of section 22(e)(3) of the Code) during his or her
employment by or service with the Company (and Related Corporations) and, prior
to the expiration date fixed for his or her Option, his or her employment or
service is terminated as a consequence of such disability, such Option may be
exercised, to the extent of the number of shares with respect to which the
Optionee could have exercised it on the date of such termination, or to any
greater extent permitted by the Committee, by the Optionee at any time prior to
the earlier of (i) the expiration date specified in such Option, or (ii) an
accelerated termination date determined by the Committee, in its discretion,
except that, subject to Section 9 hereof, such accelerated termination date
shall not be earlier than the date of the Optionee's termination of employment
or service by reason of disability, and in the case of an ISO, such date shall
not be later than one year after the date of the Key Employee's termination of
employment. In the event of the Optionee's legal disability, such Option may be
so exercised by the Optionee's legal representative.

          (g) Exercise upon Death of Optionee. If an Optionee shall die during
his or her employment by or service with the Company (and Related Corporations),
and prior to the expiration date fixed for his or her Option, or if an Optionee
whose employment or service is terminated for any reason, shall die following
his or her termination of employment or service but prior to the earliest of (i)
the expiration date fixed for his or her Option, (ii) the expiration of the
period determined under Subsections (e) and (f) above, or (iii) in the case of
an ISO, three months following termination of the Key Employee's employment,
such Option may be exercised, to the extent of the number of shares with respect
to which the Optionee could have exercised it on the date of his or her death,
or to any greater extent permitted by the Committee, by the Optionee's estate,
personal representative or beneficiary who acquired the right to exercise such
Option by bequest or inheritance or by reason of the death of the Optionee, at
any time prior to the earlier of (i) the expiration date specified in such

Option or (ii) an accelerated termination date determined by the Committee, in
its discretion except that, subject to Section 9 hereof, such accelerated
termination date shall not be earlier than one year, nor later than three years
after the date of death.

          (h) Non-Transferability. No Option shall be assignable or transferable
by the Optionee otherwise than by will or by the laws of descent and
distribution, and during


                                       -8-


<PAGE>

the lifetime of the Optionee, the Option shall be exercisable only by him or her
or by his or her guardian or legal representative. If the Optionee is married at
the time of exercise and if the Optionee so requests at the time of exercise,
the certificate or certificates shall be registered in the name of the Optionee
and the Optionee's spouse, jointly, with right of survivorship.

          (i) Rights as a Stockholder. An Optionee shall have no rights as a
stockholder with respect to any shares covered by his or her Option until the
issuance of a stock certificate to him for such shares.

          (j) Ten Percent Shareholder. If the Optionee owns more than 10% of the
total combined voting power of all shares of stock of the Company or of a
Related Corporation at the time an ISO is granted to him or her, the Option
price for the ISO shall be not less than 110% of the fair market value of the
optioned shares of Common Stock on the date the ISO is granted, and such ISO, by
its terms, shall not be exercisable after the expiration of five years from the
date the ISO is granted. The conditions set forth in this Subsection (j) shall
not apply to NQSOs.

          (k) Listing and Registration of Shares. Each Option shall be subject
to the requirement that, if at any time the Committee shall determine, in its
discretion, that the listing, registration or qualification of the shares
covered thereby upon any securities exchange or under any state or federal law,
or the consent or approval of any governmental regulatory body, is necessary or
desirable as a condition of, or in connection with, the granting of such Option
or the purchase of shares thereunder, or that action by the Company or by the
Optionee should be taken in order to obtain an exemption from any such
requirement, no such Option may be exercised, in whole or in part, unless and
until such listing, registration, qualification, consent, approval, or action
shall have been effected, obtained, or taken under conditions acceptable to the
Committee. Without limiting the generality of the foregoing, each Optionee or
his legal representative or beneficiary may also be required to give
satisfactory assurance that shares purchased upon exercise of an Option are
being purchased for investment and not with a view to distribution, and
certificates representing such shares may be legended accordingly.

          (l) Withholding and Use of Shares to Satisfy Tax Obligations. The
obligation of the Company to deliver shares of Common Stock upon the exercise of
any Option shall be subject to applicable federal, state and local tax
withholding requirements.


          If the exercise of any Option is subject to the withholding
requirements of applicable federal tax laws, the Committee, in its discretion
(and subject to such withholding rules ("Withholding Rules") as shall be adopted
by the Committee), may permit the Optionee to satisfy the federal withholding
tax, in whole or in part, by electing to have the Company withhold (or by
returning to the Company) shares of Common Stock, which shares shall be valued,
for this purpose, at their Fair Market Value on the date of exercise of the
Option (or


                                       -9-


<PAGE>

if later, the date on which the Optionee recognizes ordinary income with respect
to such exercise) (the "Determination Date"); provided, however, that with
respect to Optionees who are subject to section 16 of the Exchange Act, any such
amount of taxes required to be withheld automatically shall be satisfied by
withholding Common Stock. An election to use shares of Common Stock to satisfy
tax withholding requirements must be made in compliance with and subject to the
Withholding Rules. The Committee may not withhold shares in excess of the number
necessary to satisfy the minimum federal income tax withholding requirements. In
the event shares of Common Stock acquired under the exercise of an ISO are used
to satisfy such withholding requirement, such shares of Common Stock must have
been held by the Optionee for a period of not less than the holding period
described in section 422(a)(1) of the Code on the Determination Date, or if such
shares of Common Stock were acquired through exercise of an NQSO or of an option
under a similar plan, such option was granted to the Optionee at least six
months prior to the Determination Date.

                                    SECTION 9

                               Capital Adjustments

          The number of shares which may be issued under the Plan, the maximum
number of shares with respect to which Options may be granted to any Key
Employee under the Plan, both as stated in Section 4 hereof, and the number of
shares issuable upon exercise of outstanding Options under the Plan (as well as
the Option price per share under such outstanding Options), shall, subject to
the provisions of section 424(a) of the Code, be adjusted, as may be deemed
appropriate by the Committee, to reflect any stock dividend, stock split, share
combination, or similar change in the capitalization of the Company.

          In the event of a corporate transaction (as that term is described in
section 424(a) of the Code and the Treasury Regulations issued thereunder as,
for example, a merger, consolidation, acquisition of property or stock,
separation, reorganization, or liquidation), each outstanding Option shall be
assumed by the surviving or successor corporation; provided, however, that, in
the event of a proposed corporate transaction, the Committee may terminate all
or a portion of the outstanding Options if it determines that such termination
is in the best interests of the Company. If the Committee decides to terminate
outstanding Options, the Committee shall give each Optionee holding an
outstanding Option to be terminated not less than seven days' notice prior to

any such termination by reason of such a corporate transaction, and any such
Option which is to be so terminated may be exercised (if and only to the extent
that it is then exercisable) up to, and including the date immediately preceding
such termination. Further, as provided in Section 8(d) hereof the Committee, in
its discretion, may accelerate, in whole or in part, the date on which any or
all Options become exercisable.

          The Committee also may, in its discretion, change the terms of any
outstanding Option to reflect any such corporate transaction, provided that, in
the case of ISOs, such change is excluded from the definition of a
"modification" under section 424(h) of the Code.


                                      -10-


<PAGE>

                                   SECTION 10

                                  Acquisitions

          Notwithstanding any other provision of this Plan, Options may be
granted hereunder in substitution for options held by directors, key employees,
and associates of other corporations who are about to, or have, become Key
Employees or Associates of the Company or a Related Corporation as a result of a
merger, consolidation, acquisition of assets or similar transaction by the
Company or a Related Corporation. The terms, including the option price, of the
substitute options so granted may vary from the terms set forth in this Plan to
such extent as the Committee may deem appropriate to conform, in whole or in
part, to the provisions of the options in substitution for which they are
granted.

                                   SECTION 11

                 Amendment or Replacement of Outstanding Options

          The Committee shall have the authority to effect, at any time and from
time to time, with the consent of the affected Optionees, the cancellation of
any or all outstanding Options under the Plan and to grant in substitution
therefor new Options under the Plan covering the same or a different number of
shares of Common Stock but having a per share purchase price not less than the
greater of par value or 100% of the Fair Market Value of a share of Common Stock
on the new date of the grant. The Committee may permit the voluntary surrender
of all or a portion of any Option to be conditioned upon the granting to the
Optionee under the Plan of a new Option for the same or a different number of
shares of Common Stock as the Option surrendered, or may require such voluntary
surrender as a condition precedent to a grant of a new Option to such Optionee.
Any new Option shall be exercisable at the price, during the period, and in
accordance with any other terms and conditions specified by the Committee at the
time the new Option is granted, all determined in accordance with the provisions
of the Plan without regard to the price, period of exercise, and any other terms
or conditions of the Option surrendered.

                                   SECTION 12


                     Amendment or Discontinuance of the Plan

          (a) General. The Board from time to time may suspend or discontinue
the Plan or amend it in any respect whatsoever, except that the following
amendments shall require shareholder approval (given in the manner set forth in
Subsection (b) below):

          (1) Any amendment which would:

          (A) materially increase the benefits accruing to directors and
     officers, within the meaning of 17 CFR ss. 240.16a-1(f) (hereinafter
     referred to as "Officers"), under the Plan;

          (B) materially increase the number of shares of Common


                                      -11-


<PAGE>

     Stock which may be issued to directors and Officers under the Plan; or

          (C) materially modify the requirements as to eligibility for directors
     and Officers to participate in the Plan;

          (2) With respect to ISOs, any amendment which would:

          (A) change the class of employees eligible to participate in the Plan;

          (B) except as permitted under Section 9 hereof, increase the maximum
     number of shares of Common Stock with respect to which ISOs may be granted
     under the Plan; or

          (C) extend the duration of the Plan under Section 18 hereof with
     respect to any ISOs granted hereunder;

          (3) Any amendment which would require shareholder approval pursuant to
Treas. Reg. ss.1.162-27(e)(4)(vi), or any successor thereto.

Notwithstanding the foregoing, no such suspension, discontinuance or amendment
shall materially impair the rights of any holder of an outstanding Option
without the consent of such holder.

          (b) Shareholder Approval Requirements. Shareholder approval must meet
the following requirements:

                     (i) The approval of shareholders must be by a majority of
      the outstanding shares of Common Stock present, or represented, and
      entitled to vote at a meeting duly held in accordance with the applicable
      laws of the State of Delaware; and

                     (ii) The approval of shareholders must comply with all
      applicable provisions of the corporate charter, bylaws, and applicable

      state law prescribing the method and degree of shareholder approval
      required for the issuance of corporate stock or options. If the applicable
      state law does not prescribe a method and degree of shareholder approval
      in such case, the approval of shareholders must be effected:

                        (A) By a method and in a degree that would be treated as
            adequate under applicable state law in the case of an action
            requiring shareholder approval (i.e., an action on which
            shareholders would be entitled to vote if the action were taken at a
            duly held shareholders' meeting); or

                        (B)   By a majority of the votes cast at a duly held

                                
                                     -12-


<PAGE>



            shareholders' meeting at which a quorum representing a majority of
            all outstanding voting stock is, either in person or by proxy,
            present and voting on the plan.

                                   SECTION 13

                                     Rights

          Neither the adoption of the Plan nor any action of the Board or the
Committee shall be deemed to give any individual any right to be granted an
Option, or any other right hereunder, unless and until the Committee shall have
granted such individual an Option, and then his rights shall be only such as are
provided by the Option Agreement.

          Any Option under the Plan shall not entitle the holder thereof to any
rights as a stockholder of the Company prior to the exercise of such Option and
the issuance of the shares pursuant thereto. Further, notwithstanding any
provisions of the Plan or the Option Agreement with an Optionee, the Company
shall have the right, in its discretion, to retire an Optionee at any time
pursuant to its retirement rules or otherwise to terminate his or her employment
or service at any time for any reason whatsoever.

                                   SECTION 14

                     Indemnification of Board and Committee

          Without limiting any other rights of indemnification which they may
have from the Company and any Related Corporation, the members of the Board and
the members of the Committee shall be indemnified by the Company against all
costs and expenses reasonably incurred by them in connection with any claim,
action, suit, or proceeding to which they or any of them may be a party by
reason of any action taken or failure to act under, or in connection with, the
Plan, or any Option granted thereunder, and against all amounts paid by them in
settlement thereof (provided such settlement is approved by legal counsel

selected by the Company) or paid by them in satisfaction of a judgment in any
such action, suit, or proceeding, except a judgment based upon a finding of
willful misconduct or recklessness on their part. Upon the making or institution
of any such claim, action, suit, or proceeding, the Board or Committee member
shall notify the Company in writing, giving the Company an opportunity, at its
own expense, to handle and defend the same before such Board or Committee member
undertakes to handle it on his own behalf.

                                   SECTION 15

                              Application of Funds

          The proceeds received by the Company from the sale of Common Stock
pursuant to Options granted under the Plan shall be used for general corporate
purposes. Any cash received in payment for shares upon exercise of an Option to
purchase Common Stock shall be added to the general funds of the Company and
shall be used for its corporate purposes. Any Common Stock received in payment
for shares upon exercise of an Option to


                                      -13-


<PAGE>

purchase Common Stock shall become treasury stock.

                                   SECTION 16

                              Shareholder Approval

          This Plan shall become effective as of March 22, 1996 (the date the
Plan was adopted by the Board); provided, however, that if the Plan is not
approved in the manner described in Section 12(b) within 12 months before or
after said date, the Plan and all Options granted hereunder shall be null and
void and no additional options shall be granted hereunder.

                                   SECTION 17

                        No Obligation to Exercise Option

          The granting of an Option shall impose no obligation upon an Optionee
to exercise such Option.

                                   SECTION 18

                               Termination of Plan

          Unless earlier terminated as provided in the Plan, the Plan and all
authority granted hereunder shall terminate absolutely at 12:00 midnight on
March 21, 2006, which date is within ten years after the date the Plan was
adopted by the Board (or the date the Plan was approved by the shareholders of
the Company, whichever is earlier), and no Options hereunder shall be granted
thereafter. Nothing contained in this Section 18, however, shall terminate or
affect the continued existence of rights created under Options issued hereunder

and outstanding on March 21, 2006, which by their terms extend beyond such date.

                                   SECTION 19

                                  Governing Law

          With respect to any ISOs granted pursuant to the Plan and the Option
Agreements thereunder, the Plan, such Option Agreements and any ISOs granted
pursuant thereto shall be governed by the applicable Code provisions to the
maximum extent possible. Otherwise, the laws of the state of Delaware shall
govern the operation of, and the rights of Optionees under, the Plan, the Option
Agreements and any Options granted thereunder.


                                      -14-





<PAGE>

                                                                     Exhibit 5


                             DRINKER BIDDLE & REATH
                                47 Hulfish Street
                                    Suite 400
                               Princeton, NJ 08542



                                          June 21, 1996


Integra LifeSciences Corporation
105 Morgan Lane
Plainsboro, NJ 08536

Gentlemen:

            We have acted as counsel to Integra LifeSciences Corporation (the
"Company") in connection with the preparation and filing with the Securities and
Exchange Commission of the Company's Registration Statement on Form S-8 under
the Securities Act of 1933 (the "Registration Statement") relating to an
aggregate of 5,009,489 shares of Common Stock of the Company, par value $.01 per
share (the "Shares"), issuable upon the exercise of options granted under the
Company's Stock Option Plan, 1993 Incentive Stock Option and Non-Qualified Stock
Option Plan and 1996 Incentive Stock Option and Non-Qualified Stock Option Plan
(collectively, the "Plans").

            In this connection, we have reviewed originals or copies, certified
or otherwise identified to our satisfaction, of the Company's Certificate of
Incorporation, its By-Laws, resolutions of its Board of Directors and
stockholders, the Plans, and such other documents and corporate records as we
have deemed appropriate in the circumstances.

            Based upon the foregoing and consideration of such questions
 of law
as we have deemed relevant, we are of the opinion that the issuance of the
Shares by the Company upon the exercise of stock options properly granted under
the Plans has been duly authorized by the necessary corporate action of the
Board of Directors and stockholders of the Company, and such Shares, upon
exercise of such options and payment therefor in accordance with the terms of
the Plans, will be validly issued, fully paid and nonassessable by the Company.

            The opinions expressed herein are limited to the federal laws of the
United States and the General Corporation Law of the State of Delaware.



<PAGE>

            We consent to the use of this opinion as an exhibits to the
Registration Statement. This does not constitute a consent under Section 7 of
the Securities Act of 1933 since we have not certified any part of such

Registration Statement and do not otherwise come within the categories of
persons whose consent is required under said Section 7 or the rules and
regulations of the Securities and Exchange Commission.

            We advise that William M. Goldstein, Esq., a partner in our firm, is
the Secretary and a director of the Company. Mr. Goldstein holds options to
purchase 36,500 shares of the Company's Common Stock under the Company's Stock
Option Plan.


                                    Very truly yours,



                                    DRINKER BIDDLE & REATH


                                       -2-





<PAGE>

                                                                  Exhibit 23.1


                       CONSENT OF INDEPENDENT ACCOUNTANTS



We consent to the incorporation by reference in this registration statement of
Integra LifeSciences Corporation on Form S-8 to be filed on June 21, 1996 of our
report dated February 20, 1996 on our audits of the consolidated financial
statements of Integra LifeSciences Corporation and Subsidiaries as of December
31, 1995 and 1994 and for each of the three years in the period ended December
31, 1995, which report is included in the Corporation's 1995 Annual Report on 
Form 10-K.


                                          Coopers & Lybrand L.L.P.




Princeton, New Jersey
June 20, 1996








<PAGE>

                                                                    Exhibit 24

                                POWER OF ATTORNEY


      KNOW ALL PERSONS BY THESE PRESENTS, that the person whose signature
appears below constitutes and appoints Richard E. Caruso and William M.
Goldstein, or either of them, as his true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, to do any and all
acts, including the execution of documents, which said attorneys, or either of
them, may deem necessary or advisable to enable Integra LifeSciences Corporation
(the "Company") to comply with the Securities Act of 1933, as amended, and the
rules and regulations and requirements of the Securities and Exchange
Commission, in connection with the filing by the Company under such Act of a
Registration State on Form S-8, including the power and authority to sign in the
name and on behalf of the undersigned, in any and all capacities in which the
signature of the undersigned would be appropriate, such Registration Statement
and any and all amendments thereto (including post-effective amendments) and
generally to do and perform all things necessary to be done in the premises as
fully and effectually in all respects as the undersigned could do if personally
present.

      IN WITNESS WHEREOF, the undersigned
 has hereunto set his hand this 21st
day of June, 1996.


                                          /s/ KEITH BRADLEY
                                          -----------------
                                          Keith Bradley



<PAGE>

                                POWER OF ATTORNEY


      KNOW ALL PERSONS BY THESE PRESENTS, that the person whose signature
appears below constitutes and appoints Richard E. Caruso and William M.
Goldstein, or either of them, as his true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, to do any and all
acts, including the execution of documents, which said attorneys, or either of
them, may deem necessary or advisable to enable Integra LifeSciences Corporation
(the "Company") to comply with the Securities Act of 1933, as amended, and the
rules and regulations and requirements of the Securities and Exchange
Commission, in connection with the filing by the Company under such Act of a
Registration State on Form S-8, including the power and authority to sign in the
name and on behalf of the undersigned, in any and all capacities in which the
signature of the undersigned would be appropriate, such Registration Statement
and any and all amendments thereto (including post-effective amendments) and
generally to do and perform all things necessary to be done in the premises as
fully and effectually in all respects as the undersigned could do if personally
present.

      IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 21st
day of June, 1996.


                                          /s/ GEORGE MCKINNEY, III
                                          ------------------------
                                          George McKinney, III



<PAGE>

                                POWER OF ATTORNEY


      KNOW ALL PERSONS BY THESE PRESENTS, that the person whose signature
appears below constitutes and appoints Richard E. Caruso and William M.
Goldstein, or either of them, as his true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, to do any and all
acts, including the execution of documents, which said attorneys, or either of
them, may deem necessary or advisable to enable Integra LifeSciences Corporation
(the "Company") to comply with the Securities Act of 1933, as amended, and the
rules and regulations and requirements of the Securities and Exchange
Commission, in connection with the filing by the Company under such Act of a
Registration State on Form S-8, including the power and authority to sign in the
name and on behalf of the undersigned, in any and all capacities in which the
signature of the undersigned would be appropriate, such Registration Statement
and any and all amendments thereto (including post-effective amendments) and
generally to do and perform all things necessary to be done in the premises as
fully and effectually in all respects as the undersigned could do if personally
present.

      IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 21st
day of June, 1996.


                                          /s/ ROBERT J. TOWARNICKI
                                          ------------------------
                                          Robert J. Towarnicki



<PAGE>

                                POWER OF ATTORNEY


      KNOW ALL PERSONS BY THESE PRESENTS, that the person whose signature
appears below constitutes and appoints Richard E. Caruso and William M.
Goldstein, or either of them, as his true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, to do any and all
acts, including the execution of documents, which said attorneys, or either of
them, may deem necessary or advisable to enable Integra LifeSciences Corporation
(the "Company") to comply with the Securities Act of 1933, as amended, and the
rules and regulations and requirements of the Securities and Exchange
Commission, in connection with the filing by the Company under such Act of a
Registration State on Form S-8, including the power and authority to sign in the
name and on behalf of the undersigned, in any and all capacities in which the
signature of the undersigned would be appropriate, such Registration Statement
and any and all amendments thereto (including post-effective amendments) and
generally to do and perform all things necessary to be done in the premises as
fully and effectually in all respects as the undersigned could do if personally
present.

      IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 21st
day of June, 1996.


                                          /s/ FREDERIC V. MALEK
                                          ---------------------
                                          Frederic V. Malek



<PAGE>

                                POWER OF ATTORNEY


      KNOW ALL PERSONS BY THESE PRESENTS, that the person whose signature
appears below constitutes and appoints Richard E. Caruso and William M.
Goldstein, or either of them, as his true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, to do any and all
acts, including the execution of documents, which said attorneys, or either of
them, may deem necessary or advisable to enable Integra LifeSciences Corporation
(the "Company") to comply with the Securities Act of 1933, as amended, and the
rules and regulations and requirements of the Securities and Exchange
Commission, in connection with the filing by the Company under such Act of a
Registration State on Form S-8, including the power and authority to sign in the
name and on behalf of the undersigned, in any and all capacities in which the
signature of the undersigned would be appropriate, such Registration Statement
and any and all amendments thereto (including post-effective amendments) and
generally to do and perform all things necessary to be done in the premises as
fully and effectually in all respects as the undersigned could do if personally
present.

      IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 21st
day of June, 1996.


                                          /s/ JAMES M. SULLIVAN
                                          ---------------------
                                          James M. Sullivan



<PAGE>

                                POWER OF ATTORNEY


      KNOW ALL PERSONS BY THESE PRESENTS, that the person whose signature
appears below constitutes and appoints Richard E. Caruso and William M.
Goldstein, or either of them, as his true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, to do any and all
acts, including the execution of documents, which said attorneys, or either of
them, may deem necessary or advisable to enable Integra LifeSciences Corporation
(the "Company") to comply with the Securities Act of 1933, as amended, and the
rules and regulations and requirements of the Securities and Exchange
Commission, in connection with the filing by the Company under such Act of a
Registration State on Form S-8, including the power and authority to sign in the
name and on behalf of the undersigned, in any and all capacities in which the
signature of the undersigned would be appropriate, such Registration Statement
and any and all amendments thereto (including post-effective amendments) and
generally to do and perform all things necessary to be done in the premises as
fully and effectually in all respects as the undersigned could do if personally
present.

      IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 21st
day of June, 1996.


                                          /s/ EDMUND L. ZALINSKI
                                          ----------------------
                                          Edmund L. Zalinski




<PAGE>

                               POWER OF ATTORNEY


      KNOW ALL PERSONS BY THESE PRESENTS, that the person whose signature
appears below constitutes and appoints Richard E. Caruso and William M.
Goldstein, or either of them, as his true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, to do any and all
acts, including the execution of documents, which said attorneys, or either of
them, may deem necessary or advisable to enable Integra LifeSciences Corporation
(the "Company") to comply with the Securities Act of 1933, as amended, and the
rules and regulations and requirements of the Securities and Exchange
Commission, in connection with the filing by the Company under such Act of a
Registration State on Form S-8, including the power and authority to sign in the
name and on behalf of the undersigned, in any and all capacities in which the
signature of the undersigned would be appropriate, such Registration Statement
and any and all amendments thereto (including post-effective amendments) and
generally to do and perform all things necessary to be done in the premises as
fully and effectually in all respects as the undersigned could do if personally
present.

      IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 21st
day of June, 1996.


                                          /s/ WILLIAM M. GOLDSTEIN
                                          ------------------------
                                          William M. Goldstein