SCHEDULE 14A

                                 (RULE 14A-101)

                     INFORMATION REQUIRED IN PROXY STATEMENT

                            SCHEDULE 14A INFORMATION

           PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES

                      EXCHANGE ACT OF 1934 (AMENDMENT NO. )

Filed by the Registrant [X]

Filed by a Party other than the Registrant [_]

Check the appropriate box:

[ ] Preliminary Proxy Statement            [_] Confidential, For Use of the
                                               Commission Only (as permitted by
[X] Definitive Proxy Statement                 Rule 14a6(e)(2))

[_] Definitive Additional Materials

[_] Soliciting Material Under Rule 14a-12


                    INTEGRA LIFESCIENCES HOLDINGS CORPORATION
             -------------------------------------------------------
                (Name of Registrant as Specified in Its Charter)


--------------------------------------------------------------------------------
    (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X]  No fee required.

[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1)  Title of each class of securities to which transaction applies:

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

<PAGE>

(2)  Aggregate number of securities to which transaction applies:

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

(3)  Per unit or other underlying value of transaction computed pursuant to
     Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
     calculated and state how it was determined):

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

(4)  Proposed maximum aggregate value of transaction:

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

(5)  Total fee paid:

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

[_] Fee paid previously with preliminary materials:

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

[_]  Check box if any part of the fee is offset as provided by Exchange Act Rule
     0-11(a)(2) and identify the filing for which the offsetting fee was paid
     previously. Identify the previous filing by registration statement number,
     or the form or schedule and the date of its filing.

(1)  Amount previously paid:

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

(2)  Form, Schedule or Registration Statement No.:

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

(3)  Filing Party:

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

(4)  Date Filed:

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

                                       2

<PAGE>


[INTEGRA LIFESCIENCES LOGO]

311 ENTERPRISE DRIVE
PLAINSBORO, NEW JERSEY 08536

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 21, 2002


To the Stockholders of Integra LifeSciences Holdings Corporation:

         NOTICE IS HEREBY GIVEN that the 2002 Annual Meeting (the "Meeting") of
the Stockholders of Integra LifeSciences Holdings Corporation (the "Company")
will be held as, and for the purposes, set forth below:

TIME                         9:00 a.m. on Tuesday, May 21, 2002

PLACE                        Holiday Inn Monroe
                             390 Forsgate Drive
                             Monroe, New Jersey 08831

ITEMS OF BUSINESS            1.  To elect five directors of the Company to hold
                                 office as specified in the accompanying Proxy
                                 Statement.

                             2.  To ratify the appointment of
                                 PricewaterhouseCoopers LLP as the Company's
                                 auditors for the current fiscal year.

                             3.  To act upon any other matters properly coming
                                 before the meeting or any adjournment or
                                 postponement thereof.

RECORD DATE                  Holders of record of the Company's Common Stock at
                             the close of business on April 16, 2002 are
                             entitled to notice of, and to vote at, the Meeting
                             and any adjournment or postponement thereof. A
                             complete list of stockholders entitled to vote at
                             the Meeting will be available for inspection by
                             any stockholder for any purpose germane to the
                             Meeting for ten days prior to the Meeting during
                             ordinary business hours at the Company's
                             headquarters located at 311 Enterprise Drive,
                             Plainsboro, New Jersey.

ANNUAL REPORT                The 2001 Annual Report of Integra LifeSciences
                             Holdings Corporation is being mailed
                             simultaneously herewith. The Annual Report is not
                             to be considered part of the proxy solicitation
                             materials.

IMPORTANT                    In order to avoid additional soliciting expense to
                             the Company, please MARK, SIGN, DATE and MAIL your
                             proxy PROMPTLY in the return envelope provided,
                             even if you plan to attend the Meeting. If you
                             attend the Meeting and wish to vote your shares in
                             person, arrangements will be made for you to do
                             so.


                                             By order of the Board of Directors,

                                             /s/ John B. Henneman, III

Plainsboro, New Jersey                       John B. Henneman, III
A
pril 24, 2002                               Secretary



<PAGE>



                    INTEGRA LIFESCIENCES HOLDINGS CORPORATION
                              311 ENTERPRISE DRIVE
                          PLAINSBORO, NEW JERSEY 08536

                               ------------------
                                 PROXY STATEMENT
                               ------------------

                         ANNUAL MEETING OF STOCKHOLDERS
                           TO BE HELD ON MAY 21, 2002


PURPOSE OF MEETING

     This Proxy Statement is being furnished to holders of common stock ("Common
Stock")  of  Integra  LifeSciences   Holdings  Corporation  (the  "Company")  in
connection  with the  solicitation  of proxies by the Board of  Directors of the
Company  from  such   stockholders  for  use  at  the  2002  annual  meeting  of
stockholders of the Company (the "Meeting") to be held on Tuesday,  May 21, 2002
at 9:00 a.m. local time at the Holiday Inn Monroe,  Monroe Township,  New Jersey
and at any  adjournment  or  postponement  thereof.  This Proxy  Statement,  the
enclosed  Notice of Annual  Meeting of  Stockholders,  and the form of proxy are
first being mailed to stockholders of the Company on or about April 24, 2002.

     At the Meeting,  the  stockholders of the Company will be asked to consider
and vote upon:

     (i)  the election of five  directors to serve until the next annual meeting
          of  stockholders  and until  their  successors  are duly  elected  and
          qualified (see "Proposal 1. Election of Directors");

     (ii) the ratification of the appointment of  PricewaterhouseCoopers  LLP as
          the Company's  auditors for the current  fiscal year (see "Proposal 2.
          Ratification of Auditors").

     The Board knows of no matters that will be presented for  consideration  at
the Meeting other than those  matters set forth in the Notice of Annual  Meeting
of Stockholders.  If any other matters are properly  presented at the Meeting or
any postponement or adjournment thereof, the persons named in the enclosed proxy
and acting thereunder will have authority to vote on such matters, to the extent
permitted  by  the  rules  of  the  Securities  and  Exchange   Commission  (the
"Commission"),  in  accordance  with the  judgment  of the  persons  voting such
proxies.

RECORD DATE

     Only  stockholders  of record as of the close of business on April 16, 2002
(the  "Record  Date") will be entitled to notice of, and to vote at, the Meeting
or at any adjournment or postponement thereof. As of the Record Date, there were
outstanding  26,897,253  shares  of Common  Stock,  which  constituted  the only
outstanding securities of the Company entitled to vote.

VOTING AND REVOCABILITY OF PROXIES

     On  each  matter  voted  upon  at  the  Meeting  and  any   adjournment  or
postponement  thereof,  holders of Common  Stock will vote  together as a single
class.

     Each share of Common  Stock  entitles  the holder of record  thereof to one
vote. Each  stockholder may vote in person or by properly  executed proxy on all
matters  that  properly  come  before  the  Meeting  and  any   adjournment   or
postponement  thereof.  The  presence,  in person or by proxy,  of  stockholders
entitled to vote a majority  of the shares of Common  Stock  outstanding  on the
Record Date will constitute a quorum for purposes of voting at the Meeting.


                                       2

<PAGE>


     Directors  are to be elected by the  affirmative  vote of the  holders of a
plurality  of the issued and  outstanding  shares of Common  Stock  present,  in
person or by proxy,  at the Meeting and entitled to vote.  Cumulative  voting in
the election of directors is not permitted.  The affirmative vote of the holders
of a majority of the issued and outstanding  shares of Common Stock present,  in
person or by proxy,  at the Meeting  and  entitled to vote is required to ratify
the appointment of PricewaterhouseCoopers  LLP as the Company's auditors for the
current fiscal year.

     The enclosed proxy is being  solicited by the Board of Directors for use in
connection  with the Meeting and any  postponement or adjournment  thereof.  All
properly   executed  proxies  received  prior  to  or  at  the  Meeting  or  any
postponement  or  adjournment  thereof and not  revoked in the manner  described
below  will be  voted in  accordance  with the  instructions  indicated  on such
proxies. If no instructions are indicated,  such proxies will be voted "FOR" the
approval and adoption of each of the proposals set forth herein.

     If a proxy is marked as "Withhold Authority" or "Abstain" on any matter, or
if specific  instructions  are given that no vote be cast on any specific matter
(a "Specified Non-Vote"), the shares represented by such proxy will not be voted
on such matter. Abstentions will be included within the number of shares present
at the Meeting and  entitled to vote for  purposes of  determining  whether such
matter has been authorized,  but nominee and other Specified  Non-Votes will not
be so included.

     If a quorum  for the  Meeting  is not  obtained  or,  as to any one or more
proposals, if fewer shares are voted in favor of the Proposal than the number of
shares required for such approval,  the Meeting may be adjourned for the purpose
of  obtaining  additional  proxies  or votes or for any  other  purpose.  At any
subsequent  reconvening  of the  Meeting,  all proxies will be voted in the same
manner as such proxies would have been voted at the original meeting (except for
any  proxies  that have  theretofore  effectively  been  revoked or  withdrawn),
notwithstanding  that  they may have been  effectively  voted on the same or any
other matter at a previous meeting.  Proxies voting against a Proposal set forth
herein will not be used to adjourn the Meeting to obtain  additional  proxies or
votes with respect to such proposal.

     Proxies  may be  revoked  by those  persons  executing  the  proxies by (a)
delivering  to the  Secretary  of the Company at or before the Meeting a written
notice of revocation  bearing a later date than the proxy,  (b) duly executing a
subsequent  proxy  relating to the same shares of Common Stock and delivering it
to the  Secretary of the Company at or before the Meeting or (c)  attending  the
Meeting and voting in person (although attendance at the Meeting will not in and
of itself constitute revocation of a proxy). Any written notice revoking a proxy
should  be  delivered  at  or  prior  to  the  Meeting  to:  Secretary,  Integra
LifeSciences Holdings Corporation,  311 Enterprise Drive, Plainsboro, New Jersey
08536.

     All expenses of this  solicitation,  including  the cost of  preparing  and
mailing  this Proxy  Statement,  will be borne by the  Company.  In  addition to
solicitation  by  use of the  mail,  proxies  may  be  solicited  by  telephone,
telegraph or personally by the directors, officers and employees of the Company,
who will  receive no extra  compensation  for their  services.  The Company will
reimburse banks, brokerage firms and other custodians,  nominees and fiduciaries
for reasonable  expenses incurred by them in sending proxy soliciting  materials
to beneficial owners of shares of Common Stock.


                                       3

<PAGE>



                        PROPOSAL 1. ELECTION OF DIRECTORS


     The Board of Directors has nominated five persons for election as directors
whose  terms will  expire at the 2003 Annual  Meeting of  Stockholders,  or when
their  successors are elected and  qualified.  The proxies cannot be voted for a
greater number of persons than the following  nominees:  Keith  Bradley,  Ph.D.,
Richard  E.  Caruso,  Ph.D.,  Stuart  M.  Essig,  Neal  Moszkowski  and James M.
Sullivan,  each of whom  are  currently  directors  of the  Company.  George  W.
McKinney,  III,  Ph.D.,  a current  director of the Company,  will not stand for
re-election and will retire from the Board of Directors at the Meeting.

     If any  nominee  should be unable  to serve as  director,  an event not now
anticipated,  it is  intended  that the shares of Common  Stock  represented  by
proxies  will be voted  for the  election  of such  substitute  as the  Board of
Directors may nominate.  Set forth below is certain  information with respect to
the persons nominated as directors of the Company.

     KEITH BRADLEY,  PH.D. has been a director of the Company since 1992. He has
been a director of Ockham  Holdings  plc, a London Stock  Exchange  corporation,
since 1996 and has been a  consultant  to a number of business,  government  and
international organizations. Dr. Bradley has held visiting professorships at the
Harvard  Business  School,  Wharton,  UCLA,  and has been a  visiting  fellow at
Harvard's  Center for  Business  and  Government.  Recently he was  professor of
international management and management strategy at the Open University and City
University, London Business Schools. Dr. Bradley has taught at the London School
of Economics and was the director of the school's Business Performance Group for
more than six years.  He received  B.A.,  M.A.  and Ph.D.  degrees  from British
Universities. Dr. Bradley is 57 years old.

     RICHARD E. CARUSO,  PH.D. has served as the Company's  Chairman since March
1992. Prior to December 1997, Dr. Caruso served as the Company's Chief Executive
Officer since March 1992 and as the Company's  President  since  September 1995.
From 1969 to 1992,  Dr. Caruso was a principal of LFC Financial  Corporation,  a
project  finance  company,  where  he was also a  director  and  Executive  Vice
President. Dr. Caruso is on the Board of Susquehanna University, The Baum School
of Art and The  Uncommon  Individual  Foundation  (Founder).  He received a B.S.
degree from Susquehanna University,  an M.S.B.A. degree from Bucknell University
and a Ph.D.  degree from the London  School of  Economics,  University of London
(United Kingdom). Dr. Caruso is 58 years old.

     STUART M. ESSIG has served as President and Chief Executive  Officer and as
a director of the Company since December 1997. Prior to joining the Company, Mr.
Essig supervised the medical  technology  practice at Goldman,  Sachs & Co. as a
managing  director.  Mr. Essig had ten years of broad health care  experience at
Goldman  Sachs serving as a senior  merger and  acquisitions  advisor to a broad
range of domestic  and  international  medical  technology,  pharmaceutical  and
biotechnology clients. Mr. Essig received an A.B. degree from the Woodrow Wilson
School of Public and International Affairs at Princeton University and an M.B.A.
and a Ph.D.  degree in  Financial  Economics  from the  University  of  Chicago,
Graduate School of Business. Mr. Essig also serves as a director of Vital Signs,
Incorporated and St. Jude Medical Corporation. Mr. Essig is 40 years old.


                                       4

<PAGE>


     NEAL  MOSZKOWSKI  has been a director of the Company since March 1999.  Mr.
Moszkowski has been a partner of Soros Private Equity  Partners LLC since August
1998 and is currently a Managing Director of Soros Private Funds Management LLC.
Prior  thereto,  Mr.  Moszkowski  was an  Executive  Director  of Goldman  Sachs
International  and a Vice  President  of Goldman,  Sachs & Co. in its  Principal
Investment  Area, which he joined in August 1993. He received a B.A. degree from
Amherst College and an M.B.A.  degree from Stanford  University.  Mr. Moszkowski
also   serves  as  a   director   of  JetBlue   Airways,   Bluefly,   Inc.   and
MedicaLogic/Medscape, Inc. Mr. Moszkowski is 36 years old.

     JAMES M.  SULLIVAN  has been a director  of the Company  since 1992.  Since
1986, he has held several positions with Marriott  International,  Inc. (and its
predecessor,   Marriott   Corp.),   including  Vice  President  of  Mergers  and
Acquisitions,   and  his  current   position  of  Executive  Vice  President  of
Development  for the Lodging Group of Marriott.  From 1983 to 1986, Mr. Sullivan
was Chairman, President and Chief Executive Officer of Tenly Enterprises,  Inc.,
a privately  held company  operating  105  restaurants.  Prior to 1983,  he held
senior management positions with Marriott Corp., Harrah's  Entertainment,  Inc.,
Holiday Inns, Inc., Kentucky Fried Chicken Corp. and Heublein,  Inc. He also was
employed as a senior auditor with Arthur Andersen & Co. and served as a director
of Classic Vacation Group, Inc. until it was acquired by Expedia,  Inc. in March
2002. Mr. Sullivan  received a B.S. degree in Accounting from Boston College and
an M.B.A.  degree from the University of  Connecticut.  Mr. Sullivan is 58 years
old.

        THE BOARD OF DIRECTORS HEREBY RECOMMENDS THAT THE STOCKHOLDERS OF
 
       THE COMPANY VOTE "FOR" THE ELECTION OF EACH NOMINEE FOR DIRECTOR.



INFORMATION CONCERNING MEETINGS AND CERTAIN COMMITTEES

     The Board of Directors  held seven meetings  during 2001.  During 2001, all
incumbent  directors attended in person or by conference  telephone at least 75%
of the total number of meetings of the Board of Directors and  committees of the
Board  on which  they  served.  The  Company  has a  standing  Audit  Committee,
Compensation Committee and Equity Award Committee of its Board of Directors. The
Board of Directors has not designated a Nominating Committee;  rather, the Board
of  Directors  as a whole  performs  the  functions  which  would  otherwise  be
delegated to such committee.

     The Audit  Committee  is  comprised  entirely of  nonemployee,  independent
members of the Board of Directors and operates under a written  charter  adopted
by the Board of  Directors.  A copy of the  Charter  of the Audit  Committee  is
attached as APPENDIX A. The Audit  Committee  (1) assists the Board of Directors
in fulfilling its responsibilities of ensuring that management is maintaining an
adequate  system of internal  controls such that there is  reasonable  assurance
that assets are  safeguarded and that financial  reports are properly  prepared,
that there is compliance with  management's  policies and  procedures,  and that
there is consistent application of generally accepted accounting principles, (2)
makes  recommendations  to the Board of  Directors  regarding  the  selection of
independent accountants,  and (3) reviews the results and scope of the audit and
other services provided by the Company's independent  accountants.  During 2001,
the  Audit  Committee  was  comprised  of Dr.  Bradley,  Mr.  Sullivan  and  Mr.
Moszkowski and met six times.

     The  Compensation   Committee  makes  decisions   concerning  salaries  and
incentive  compensation  for employees and  consultants  of the Company.  During
2001, the  Compensation  Committee was comprised of Drs.  Bradley and Caruso and
Mr. Moszkowski and met twice.


                                       5

<PAGE>


     The Equity Award  Committee makes  decisions  concerning  issuance of stock
options and other equity awards to employees and  consultants of the Company and
also  administers  the  Company's  2001 and 2000  Equity  Incentive  Plans,  the
Company's  1998  and  1999  Stock  Option  Plans,  the  Company's  1993 and 1996
Incentive Stock Option and  Non-Qualified  Stock Option Plans, and the Company's
Employee Stock Purchase Plan and Deferred  Compensation Plan (collectively,  the
"Approved Plans").  During 2001, the Equity Award Committee was comprised of Dr.
Bradley and Mr. Moszkowski and met three times.


COMPENSATION OF DIRECTORS

     In 2001, the Company  granted Dr. Caruso options to purchase  15,000 shares
of Common Stock under the 2000 Equity Incentive Plan for his service as Chairman
of the Board of Directors.  Additionally,  in 2001, the Company  granted each of
its other  non-employee  directors  options to purchase  10,000 shares of Common
Stock under the 2000 Equity  Incentive Plan as compensation for their service on
the Board of  Directors.  The Company did not pay any cash  compensation  to its
directors  for their  service as  directors.  The Company  also pays  reasonable
travel  and  out-of-pocket   expenses  incurred  by  non-employee  directors  in
connection  with  attendance at meetings to transact the business of the Company
or attendance at meetings of the Board of Directors or any committee thereof.




                                       6

<PAGE>


 
                     PROPOSAL 2. RATIFICATION OF AUDITORS


     The firm of PricewaterhouseCoopers  LLP served as the Company's independent
accountants for 2001 and has been selected by the Board of Directors to serve in
the same  capacity  for 2002.  The  stockholders  will be asked to  ratify  this
appointment at the Meeting.  The ratification of independent  accountants by the
stockholders is not required by law or the Company's By-laws. Traditionally, the
Company has submitted  this matter to the  stockholders  and believes that it is
good practice to continue to do so.

     Ratification  of  PricewaterhouseCoopers  LLP  as  the  Company's  auditors
requires  the  affirmative  vote of the  holders of at least a  majority  of the
issued and outstanding shares of Common Stock present, in person or by proxy, at
the Meeting and entitled to vote. If a majority of the votes cast on this matter
are not cast in favor of the  ratification  of  PricewaterhouseCoopers  LLP, the
Company will appoint other  independent  accountants as soon as practicable  and
before the close of the 2002 year.

     During fiscal year 2001,  PricewaterhouseCoopers  LLP not only acted as the
independent  auditors for the Company,  but also  rendered on their behalf other
services,  including  tax and  acquisition  related due  diligence  services and
services  provided  in  connection  with the  follow-on  public  offering of the
Company's  common stock in August 2001.  The following  sets forth the aggregate
fees  billed  or  expected  to be billed  by  PricewaterhouseCoopers  LLP to the
Company:

                                   AUDIT FEES

     The aggregate fees billed by  PricewaterhouseCoopers  LLP for  professional
services rendered for the audit of the Company's annual financial statements for
the fiscal year ended  December  31,  2001 and for the reviews of the  financial
statements  included in the  Company's  Quarterly  Reports on Form 10-Q for that
fiscal year were $261,500.

          FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES

     There were no fees billed by  PricewaterhouseCoopers  LLP for  professional
services  rendered for  information  technology  services  relating to financial
information systems design and implementation for the fiscal year ended December
31, 2001.

                                 ALL OTHER FEES

     The  aggregate  fees  billed  by  PricewaterhouseCoopers  LLP for  services
rendered to the Company,  other than the services  described  above under "Audit
Fees" and "Financial  Information  Systems Design and Implementation  Fees", for
the fiscal year ended December 31, 2001 were  $316,000.  These fees included tax
and  acquisition  related  due  diligence  services  and  services  provided  in
connection with the follow-on  public offering of the Company's  common stock in
August  2001.  The Audit  Committee  of the Board of  Directors  considered  the
services listed above to be compatible with  maintaining  PricewaterhouseCoopers
LLP's independence.

     A representative of PricewaterhouseCoopers LLP is expected to be present at
the Annual  Meeting and will be available to respond to  appropriate  questions.
The  representative  will also have the opportunity to make a statement if he or
she desires to do so.

          THE BOARD OF DIRECTORS HAS ADOPTED A RESOLUTION APPROVING THE
             APPOINTMENT OF AUDITORS AND HEREBY RECOMMENDS THAT THE
 
          STOCKHOLDERS VOTE "FOR" RATIFICATION OF THE APPOINTMENT OF
         PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S AUDITORS FOR 2002.


                                       7

<PAGE>


                             ADDITIONAL INFORMATION



EXECUTIVE COMPENSATION

     The following  table sets forth certain  information for the Company's last
three fiscal years  concerning the annual,  long-term and other  compensation of
the chief  executive  officer  of the  Company  and each of the  Company's  four
highest  paid  executive  officers  as of December  31, 2001 whose total  annual
salary  and bonus  during  2001  exceeded  $100,000  (collectively,  the  "Named
Officers"):

                           SUMMARY COMPENSATION TABLE


<TABLE>
<CAPTION>
                                                    Annual Compensation           Long-Term Compensation Awards
                                            ----------------------------------    -----------------------------
                                                                  Other Annual      Restricted     Securities          Other
                                                                  Compensation     Stock Awards    Underlying      Compensation
Name and Principal Position                  Year      Salary          (1)              (2)         Options             (3)
-----------------------------------------   -----     ---------   ------------     ------------    -----------     ------------

<S>                                          <C>      <C>            <C>            <C>              <C>             <C>
Stuart M. Essig                              2001      $325,000           --            --             31,565        $  1,575
     President and Chief Executive           2000      $317,500           --        $13,515,000       520,000        $ 49,646
     Officer                                 1999      $308,250           --            --             70,560        $  1,000
George W. McKinney, III, Ph.D                2001      $270,000           --            --               --          $204,075
     Executive Vice President and Chief      2000      $260,000           --            --             20,000        $  1,040
     Operating Officer (4)                   1999      $240,000           --            --             38,110        $    960

John B. Henneman, III                        2001      $240,000           --            --            152,000        $  1,575
     Senior Vice President, Chief            2000      $220,000           --            --             25,000        $  1,050
     Administrative Officer and Secretary    1999      $161,600           --            --             44,560        $  1,000

Michael D. Pierschbacher, Ph.D               2001      $240,000           --            --             19,500        $  1,575
     Senior Vice President, Research and     2000      $220,000           --            --             95,000        $  1,045
     Development and Director of the         1999      $198,000           --            --             24,560        $    975
     Corporate Research Center
Robert D. Paltridge                          2001      $165,000      $34,302            --             10,000        $  1,575
     Vice President, Sales                   2000      $150,000      $10,000            --             13,690        $    900
                                             1999      $139,583           --            --             25,130        $    853
</TABLE>


(1)  The amounts reported in this column for Mr. Paltridge in 2001 and 2000
     represent contingent compensation that is based upon the achievement of
     sales targets for certain products in the United States

(2)  The terms of Mr. Essig's Restricted Units are described herein under the
     heading "Employment Agreements." As of December 31, 2001, Mr. Essig held
     Restricted Units which entitled him to receive an aggregate of 2,250,000
     shares of Common Stock. Based on the closing price of the Company's Common
     Stock on December 31, 2001 of $26.34 per share, Mr. Essig's Restricted
     Units had an aggregate value of $59,265,000 as of December 31, 2001.

(3)  Other than certain moving expenses reimbursed to Mr. Essig and a payment
     made to Dr. McKinney in connection with his retirement from the Company on
     December 31, 2001, the amounts reported in this column consist of the
     Company's matching contributions to the Company's 401(k) Plan. The amount
     reported in this column for Mr. Essig during 2000 includes $48,596 for
     moving expenses reimbursed by the Company. The amount reported in this
     column for Dr. McKinney during 2001 includes a payment of $202,500 made
     pursuant to his amended employment agreement in connection with his
     retirement--see "Employment Agreements".

(4)  Dr. McKinney retired on December 31, 2001 and resigned from his position as
     Executive Vice President and Chief Operating Officer of the Company. Dr.
     McKinney will remain employed by the Company as consultant to the President
     and Chief Executive Officer through June 30, 2002.



                                       8

<PAGE>


The following tables set forth certain information concerning stock options
granted to Named Officers during 2001 and the unexercised options held by them
at December 31, 2001.

                        OPTION GRANTS IN LAST FISCAL YEAR

<TABLE>
<CAPTION>
                                                                                                             Potential Realizable
                                                                                                         Value at Assumed Annual
                                                                                                          Rates of Stock Price
                                                                                                         Appreciation for Option
                                                           Individual Grants                                      Term
                                 --------------------------------------------------------------------- --------------------------
                                    Number of
                                   Securities      % of Total Options
                                   Underlying     Granted to Employees   Exercise
                                    Options                in            Price Per
Name                                Granted (1)      Fiscal Year (2)       Share     Expiration Date        5%           10%
------------------------------   ---------------  ---------------------  ----------  ----------------  ------------   -----------
<S>                                  <C>                  <C>              <C>           <C>            <C>            <C>
Stuart M. Essig                       31,565               4.5%            $26.34        12/31/07       $  282,763     $  641,493
George W. McKinney, III, Ph.D             --                --                 --           --                  --             --
John B. Henneman, III                 10,000               1.4%            $27.78         8/14/07       $   94,479     $  214,340
                                       2,500               0.4%            $25.99        12/14/07       $   22,098     $   50,132
                                     125,000              17.8%            $26.70        12/17/07       $1,135,069     $2,575,085
                                      14,500               2.1%            $26.34        12/31/07       $  129,893     $  294,682
Michael D. Pierschbacher, Ph.D         5,000               0.7%            $27.78         8/14/07       $   47,239     $  107,170
                                      14,500               2.1%            $26.34        12/31/07       $  129,893     $  294,682
Robert D. Paltridge                   10,000               1.4%            $26.34        12/31/07       $   89,581     $  203,229
</TABLE>


(1)  Such  options were  granted at a price at or above fair market  value,  are
     nontransferable  and vest over a period of four years  commencing  with the
     date of grant.

(2)  The Company  granted  options to  employees  to purchase  an  aggregate  of
     701,798 shares of Common Stock during 2001.



               AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
                          FISCAL YEAR-END OPTION VALUES


<TABLE>
<CAPTION>
                                                              Number of Securities Underlying    Value of Unexercised In-the-Money
                                   Shares                           Unexercised Options At                   Options At
                                  Acquired        Value                Fiscal Year End                  Fiscal Year End (2)
                                     On         Realized      -------------------------------    ---------------------------------
Name                              Exercise         (1)         Exercisable   Nonexercisable        Exercisable    Nonexercisable
-------------------------------   --------     ----------     ------------   --------------      -------------    --------------
<S>                                <C>         <C>               <C>            <C>               <C>                <C>
Stuart M. Essig                     25,150     $  543,869        701,067        470,908           $13,721,642        $6,974,124
George W. McKinney, III, Ph.D      190,000     $1,847,400         69,457         45,831           $ 1,417,763        $  853,228
John B. Henneman, III                   --             --        130,531        212,999           $ 2,812,666        $1,181,858
Michael D. Pierschbacher, Ph.D      32,779     $  155,426         60,339         95,416           $   950,776        $1,110,713
Robert D. Paltridge                    875     $    7,000         32,570         31,250           $   651,320        $  390,766
</TABLE>


(1)  Calculated  on the  basis  of  the  fair  market  value  of the  underlying
     securities at the exercise date minus the exercise price.

(2)  In-the-money  options  are  those in which  the  fair  market  value of the
     underlying securities exceeds the exercise price of the option. The closing
     price of the  Company's  Common  Stock on December  31, 2001 was $26.34 per
     share.  Value is  calculated  on the basis of the fair market  value of the
     underlying securities on December 31, 2001 minus the exercise price.


                                       9

<PAGE>


EMPLOYMENT AGREEMENTS

     Stuart M. Essig,  Integra's current President and Chief Executive  Officer,
entered into an Amended and Restated  Employment  Agreement  with the Company in
December 2000 that extended the term of his  employment  with the Company as its
President and Chief  Executive  Officer  through  December 31, 2005. The Amended
Employment  Agreement supersedes Mr. Essig's prior employment agreement with the
Company dated December 1997.

     Under the Amended Employment  Agreement,  the Company will pay Mr. Essig an
annual base salary of $400,000  for 2002.  For each  subsequent  year that he is
employed,  Mr. Essig's annual base salary will be $400,000 plus such  increases,
if any, as may be established by the Company's Board of Directors.  Mr. Essig is
eligible to receive a performance bonus of up to fifty percent (50%) of his base
salary,  based upon the satisfaction of certain performance goals established by
the Company's  Board of Directors.  Mr. Essig is also entitled to life insurance
equal to the lesser of (a) a $3,000,000  four-year  minimum  renewable term life
insurance  policy  and (b) the  four-year  minimum  renewable  term life  policy
purchasable  by the  Company by paying  premium  payments of $5,000 per year for
such policy.  At the request of Mr.  Essig,  the Company will disburse a loan to
Mr.  Essig in the amount of up to $500,000  subject to certain  conditions.  Mr.
Essig is also  entitled to  participate  in the Company's  medical,  disability,
pension and other employee  benefit plans and programs  maintained  from time to
time by the  Company  for the  benefit of its  senior  executives.  The  Amended
Employment  Agreement is for an initial term through December 31, 2005 and shall
automatically  extend  on  December  31,  2005 and on each  subsequent  one-year
anniversary  thereof  for one year  unless  the  Company or Mr.  Essig  provides
written notice of termination at least six months prior to the expiration of the
then-current term.

     The  Amended  Employment   Agreement  further  provides  that  the  Company
generally will reimburse, or "gross-up," Mr. Essig on an after-tax basis for any
excise tax liability he may incur by reason of any "excess  parachute  payments"
he receives from the Company. Section 280G of the Internal Revenue Code of 1986,
as amended,  provides that if payments of compensation  that are contingent on a
change in control  exceed three times an  employee's  "base amount" (his average
annual compensation during certain prior years), they will constitute "parachute
payments,"  and the  excess of such  parachute  payments  over such base  amount
generally will constitute  "excess  parachute  payments." Such excess  parachute
payments are  nondeductible  by the employer and are subject to a 20% excise tax
payable by the employee.

     In  connection  with the  extension of the term of Mr.  Essig's  employment
pursuant to the Amended  Employment  Agreement in 2000, the Company  granted Mr.
Essig  (i) a  non-qualified  stock  option  to  purchase  250,000  shares of the
Company's   common  stock  under  Integra's  1999  Stock  Option  Plan,  (ii)  a
non-qualified  stock option to purchase  250,000 shares of the Company's  common
stock under Integra's 2000 Equity Incentive Plan and (iii) 1,250,000 "Restricted
Units" under  Integra's 2000 Equity  Incentive Plan. Each stock option (each, an
"Option") expires on December 21, 2010 and has an exercise price equal to $11.00
per  share  (the  closing  price of the  Company's  common  stock on The  Nasdaq
National Market on December 21, 2000). Each Option vested and became exercisable
with  respect  to  62,500  shares  on  December  22,  2001  and,   assuming  the
continuation of Mr. Essig's  employment with the Company,  each Option will vest
and become  exercisable  with respect to 1/36th of the  remaining  shares on the
first  business day of each  following  month.  In the event of a (i) "change in
control" of the Company (as defined in the Amended Employment Agreement) or (ii)
the  termination  of Mr.  Essig's  employment  with the  Company  (a) by Integra
without "cause" (as defined in the Amended  Employment  Agreement) or (b) by Mr.
Essig for "good reasons" (as defined in the Amended Employment  Agreement),  the
Options  shall  vest and become  exercisable  immediately.  The  Option  granted
pursuant to Integra's  1999 Stock Option Plan may be transferred by Mr. Essig to
members of his immediate family, to trusts established for the


                                       10

<PAGE>


benefit  of  his  immediate  family  or to  partnerships  or  limited  liability
companies of which the partners or members are members of his immediate  family.
Otherwise, the Options may not be transferred by Mr. Essig other than by will or
by the laws of descent and distribution.

     Under a Restricted Units Agreement, the Company issued to Mr. Essig a fully
vested  equity-based  signing  award bonus in the form of  1,250,000  restricted
units (the  "Restricted  Units").  Each  Restricted Unit represents the right to
receive one share of the  Company's  common  stock.  The shares of the Company's
common stock  underlying the Restricted Units ("Unit Shares") shall be delivered
to Mr.  Essig on  January 1, 2006 if Mr.  Essig is  employed  by the  Company on
December  31, 2005 or on such earlier date as a change in control of the Company
occurs; provided, however, that Mr. Essig has the right to defer the delivery of
the Unit Shares on as many occasions as Mr. Essig  determines  from time to time
through,  but not beyond, June 30, 2025. The Unit Shares may be delivered to Mr.
Essig  prior to January  1, 2006 in the event of a  termination  of Mr.  Essig's
employment with the Company other than (a) for cause or (b) due to his voluntary
departure  (other  than for good  reasons or due to  disability).  If,  prior to
December  31,  2005 and prior to a change of  control  of the  Company,  (i) Mr.
Essig's  employment  with  Integra  is  terminated  for cause or (ii) Mr.  Essig
voluntarily  leaves his employment with the Company (other than for good reasons
or due to  disability),  the Unit Shares  will be  distributed  to Mr.  Essig on
January 1, 2010.

     The Company has also granted Mr. Essig  registration  rights  requiring the
Company to file a "shelf"  registration  statement at Mr.  Essig's  request that
will provide for the  registration  and sale on a continuous or delayed basis of
the shares of Integra  common stock  underlying  the Options and the  Restricted
Units.

     George W. McKinney,  III, Ph.D.,  entered into an employment agreement with
the Company in December 1998 to serve as the Company's  Executive Vice President
and Chief Operating  Officer.  Dr. McKinney was entitled under that agreement to
participate and receive  benefits under any employee benefit plan or stock-based
plan of the Company and was eligible for any medical, disability and other plans
and benefits  covering  executives  of the  Company.  The  employment  agreement
provided for an initial term expiring on December 31, 2001.

     On  February  22,  2001 the Company  and Dr.  McKinney  entered  into a new
employment agreement (as later amended on December 20, 2001) that superseded his
prior employment agreement.  The new employment agreement, as amended,  provided
that Dr.  McKinney would serve as Executive  Vice President and Chief  Operating
Officer until December 31, 2001 at a salary at the rate of $270,000 per year, at
which point he retired from such position.  Thereafter, until June 30, 2002, Dr.
McKinney will remain  employed by the Company as consultant to the President and
CEO and shall receive  $67,500 as  compensation  for such six-month  period.  On
December 31, 2001, Dr. McKinney received a lump sum payment of $202,500,  net of
applicable taxes and other withheld items.  Until June 30, 2002, Dr. McKinney is
generally eligible for medical, disability and other plans and benefits covering
executives of the Company under the new employment agreement, as amended.

     John B. Henneman, III entered into an employment agreement with the Company
in  September  1998 to serve  as the  Company's  Senior  Vice  President,  Chief
Administrative  Officer and General Counsel.  Effective with the hiring of a new
General Counsel for the Company in September 2000, Mr. Henneman no longer serves
as the Company's  General  Counsel.  The  employment  agreement  provides for an
annual salary of $240,000.  Mr.  Henneman is entitled to participate and receive
benefits under any employee  benefit plan or stock-based plan of the Company and
shall be eligible  for any  medical,  disability  and other  plans and  benefits
covering executives of the Company. The employment agreement had an initial term
through  December 31, 2000 and was  automatically  extended through December 31,
2002. The employment  agreement will  automatically  extend on December 31, 2002
and on each one-year


                                       11

<PAGE>


anniversary  thereof for one year unless the  Company or Mr.  Henneman  provides
written  notice at least 30 days  prior to the  expiration  of the  then-current
term.  In the  event the  employment  agreement  is  earlier  terminated  by Mr.
Henneman  for good  reason or by the  Company  for  reasons  other  than  cause,
retirement,  disability or death,  in each case within six months of a change in
control of the Company,  Mr.  Henneman  shall be entitled to receive a severance
amount equal to 2.99 times his then-current annual base salary. In the event the
employment  agreement is earlier  terminated  as  aforesaid  without a change in
control,  Mr. Henneman shall be entitled to receive a severance  amount equal to
the unpaid  portion of Mr.  Henneman's  base  salary  for the  remainder  of the
then-current term, but in no event for a period of less than one year.

     Michael D. Pierschbacher,  Ph.D., entered into an employment agreement with
the Company in December  1998 to serve as the Company's  Senior Vice  President,
Research and Development and General Manager,  Corporate  Research  Center.  The
employment   agreement   provides  for  an  annual   salary  of  $240,000.   Dr.
Pierschbacher is entitled to participate and receive benefits under any employee
benefit  plan or  stock-based  plan of the Company and shall be eligible for any
medical,  disability  and other plans and benefits  covering  executives  of the
Company.  The employment agreement had an initial term through December 31, 2000
and was  automatically  extended  through  December  31,  2002.  The  employment
agreement  will  automatically  extend on December 31, 2002 and on each one-year
anniversary  thereof  for one  year  unless  the  Company  or Dr.  Pierschbacher
provides  written  notice  at  least  30 days  prior  to the  expiration  of the
then-current  term. In the event the employment  agreement is earlier terminated
by Dr.  Pierschbacher  for good reason or by the Company for reasons  other than
cause,  retirement,  disability  or death,  in each case  within six months of a
change in control of the Company, Dr. Pierschbacher shall be entitled to receive
a severance amount equal to 2.99 times his then-current  annual base salary.  In
the event the employment  agreement is earlier terminated as aforesaid without a
change in control,  Dr.  Pierschbacher  shall be entitled to receive a severance
amount equal to the greater of his then-current annual base salary or the unpaid
portion of Dr. Pierschbacher's base salary for the remainder of the then-current
term.


C
OMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

     The Company leases its  manufacturing  facility in  Plainsboro,  New Jersey
from Plainsboro  Associates,  a New Jersey general partnership.  Ocirne, Inc., a
subsidiary  of Cono  Industries  ("Cono"),  owns a 50%  interest  in  Plainsboro
Associates.   Cono  is  a  corporation  whose   stockholders  are  trusts  whose
beneficiaries  include the children of Dr. Caruso,  the Chairman and a principal
stockholder  of the Company.  Dr. Caruso is the  President of Cono.  The Company
paid $216,400 in rent for this facility during 2001.

     The Company leases certain production  equipment from Medicus  Corporation.
The sole  stockholder of Medicus is Trust  Partnership,  a Pennsylvania  general
partnership,  for which Dr.  Caruso is a partner  and the  President.  Under the
terms of the lease, the Company paid $90,000 to Medicus Corporation during 2001.



                                       12

<PAGE>


             COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

     The following report of the Compensation Committee is required by the rules
of the  Commission  to be included in this Proxy  Statement  and  addresses  the
Company's executive  compensation policies for the year ended December 31, 2001.
This report shall not be deemed  incorporated by reference into any filing under
the Securities  Act, or the Exchange Act, by virtue of any general  statement in
such filing  incorporating  this Proxy  Statement  by  reference,  except to the
extent that the Company specifically  incorporates the information  contained in
this section by reference,  and shall not otherwise be deemed filed under either
the Securities Act or the Exchange Act.

     GENERAL. The Company's compensation policies for executives are intended to
further the interests of the Company and its stockholders by encouraging  growth
of its business through securing,  retaining and motivating management employees
of high caliber who possess the skills  necessary to the  development and growth
of the Company.  The Compensation  Committee is mindful of the need to align the
interests of management  with the interests of the Company's  stockholders.  The
establishment  of the  Company's  equity-based  plans was designed to permit the
Company to attract and retain  talented  managers and motivate  such managers to
enhance  profitability and stockholder  returns. The Committee believes that the
utilization  of  equity-based  plans serves the  interests of the  stockholders,
especially  by  permitting  the Company to preserve  cash for other  operational
purposes.

     The Company's compensation package consists of four major components:  base
compensation;  performance  bonuses;  deferred  compensation;  and stock options
(and,  where  appropriate,  restricted  equity grants).  Together these elements
comprise total compensation  value. The total compensation paid to the Company's
executive officers is influenced significantly by the need to attract management
employees  with a high  level  of  expertise  and to  motivate  and  retain  key
executives for the long-term success of the Company and its stockholders.

     BASE COMPENSATION.  The Committee establishes annual base salary levels for
executives   based  on  competitive   data,   level  of  experience,   position,
responsibility,  and individual and Company performance.  The Company has sought
to align base compensation levels comparable to its competitors.

     PERFORMANCE  BONUSES. The Company supplements base compensation with awards
of  performance  bonuses in the form of cash or equity awards.  In  establishing
cash  bonuses for the fiscal year ended  December  31,  2001,  the  Compensation
Committee  determined  that it was not in the Company's best interests to have a
cash bonus program for any executive except for the Vice President, Sales.

     STOCK  OPTIONS.  The  Company has granted  stock  options to its  executive
management under its stock option plans. Option grants are intended to bring the
total  compensation  to a level that the Company  believes is  competitive  with
amounts  paid by the  Company's  competitors  and which will  offer  significant
returns if the  Company  is  successful  and,  therefore,  provides  significant
incentives  to devote  the  effort  called for by the  Company's  strategy.  The
Compensation  Committee believes that executives' interests are directly tied to
enhanced  stockholder  value.  Thus, stock options have been used to provide the
executive  management  team with a strong  incentive to perform in a manner that
will benefit the long-term success of the Company and its stockholders.

     DEFERRED  COMPENSATION  PLAN. The Company permits certain select management
and  highly  compensated  employees  to elect to defer up to 50 percent of their
base   compensation.   The  Company  believes  that  a  non-qualified   deferred
compensation  plan  enhances  the  ability of the  Company to attract and retain
certain  executive  officers and motivate them to exercise their best efforts on
behalf of


                                       13

<PAGE>


the Company and its stockholders. For fiscal year 2001, two employees elected to
defer a portion of their base compensation.

     OTHER  BENEFITS.  The Company  makes  available  health care benefits and a
401(k) plan for executive  officers on terms generally  available to all Company
employees.  The Committee  believes  that such benefits are  comparable to those
offered by other  companies  of similar  size.  The  amount of  perquisites,  as
determined  in  accordance  with  the  rules  of  the  Securities  and  Exchange
Commission relating to executive compensation,  did not exceed $50,000 or 10% of
the salary of any executive officer in the last fiscal year.

     CHIEF  EXECUTIVE  OFFICER  COMPENSATION.  Mr. Essig served as the Company's
President  and Chief  Executive  Officer  during 2001  pursuant to an employment
agreement.  Under Mr. Essig's employment agreement, the Company paid Mr. Essig a
base salary of $325,000 in 2001.  Mr.  Essig  waived his right to receive a cash
performance  bonus in 2001. In 2001, the Company granted to Mr. Essig options to
purchase  31,565  shares  of  the  Company'  s  Common  Stock.  For a  numerical
description of Mr. Essig's  compensation in 2001, see "Executive  Compensation."
The  other  terms  and  conditions  of Mr.  Essig's  employment  agreement  were
substantially  similar to the terms and  conditions of Mr.  Essig's  Amended and
Restated  Employment  Agreement,  which is  described  in the  section  entitled
"Employment Agreements."

     Under  Code  Section   162(m),   in  general,   income  tax  deductions  of
publicly-traded  companies  may be  limited  to the  extent  total  compensation
(including base salary,  annual bonus,  stock option  exercises and nonqualified
benefits paid in 1994 and thereafter) for certain executive  officers exceeds $1
million  in any one  taxable  year.  However,  compensation  that  qualifies  as
"performance-based"  is  excluded  from the $1  million  limit if,  among  other
requirements the compensation is payable only upon attainment of pre-established
objective performance goals under a plan approved by stockholders.

     The   Compensation   Committee   does  not  presently   expect  total  cash
compensation  payable as salaries and bonuses to exceed the $1 million limit for
any individual executive.  Having considered the requirements of Section 162(m),
the  Compensation  Committee  believes that stock option grants to date meet the
requirements that such grants be "performance-based" and are, therefore,  exempt
from the limitations on deductibility.  The Compensation Committee will continue
to  monitor  the  compensation   levels  potentially   payable  under  its  cash
compensation  programs,  but intends to maintain  the  flexibility  necessary to
provide  total  cash  compensation  in  line  with  competitive  practices,  the
Company's compensation philosophy and the Company's best interests.


                            The Compensation Committee of the Board of Directors

                            RICHARD E. CARUSO, PH.D.
                            KEITH BRADLEY, PH.D.
                            NEAL MOSZKOWSKI



                                       14

<PAGE>


                             AUDIT COMMITTEE REPORT

     The following report of the Audit Committee is required by the rules of the
Commission  to be included  in this Proxy  Statement.  This report  shall not be
deemed  incorporated  by reference into any filing under the Securities  Act, or
the  Exchange   Act,  by  virtue  of  any  general   statement  in  such  filing
incorporating  this Proxy Statement by reference,  except to the extent that the
Company specifically  incorporates the information  contained in this section by
reference,  and shall not otherwise be deemed filed under either the  Securities
Act or the Exchange Act.

     The role of the Audit  Committee is to assist the Board of Directors in its
oversight of the Company's financial  reporting process.  The Committee operates
pursuant to a Charter  that was last  amended and restated by the Board on March
21, 2002, a copy of which is attached to this Proxy Statement as APPENDIX A.

     As set forth in the Charter,  management of the Company is responsible  for
the  preparation,   presentation  and  integrity  of  the  Company's   financial
statements,  the Company's  accounting  and financial  reporting  principles and
internal  controls and procedures  designed to assure compliance with accounting
standards and applicable  laws and  regulations.  The  independent  auditors are
responsible  for auditing the Company's  financial  statements and expressing an
opinion as to their conformity with generally accepted accounting principles.

     In the performance of its oversight function,  the Committee has considered
and  discussed  the  audited  financial   statements  with  management  and  the
independent  auditors.  The Committee has also  discussed  with the  independent
auditors the matters required to be discussed by Statement on Auditing Standards
No. 61,  Communication with Audit Committees,  as currently in effect.  Finally,
the  Committee  has  received  the written  disclosures  and the letter from the
independent  auditors  required by Independence  Standards Board Standard No. 1,
"Independence Discussions with Audit Committees".  Management has represented to
the Committee that the Company's consolidated financial statements were prepared
in accordance with generally accepted accounting  principles,  and has discussed
with PricewaterhouseCoopers LLP their independence in relation to the Company.

     The members of the Committee are not professionally engaged in the practice
of auditing or  accounting  and are not experts in the fields of  accounting  or
auditing, including in respect of auditor independence. Members of the Committee
rely without independent verification on the information provided to them and on
the  representations  made  by  management  and  the  independent   accountants.
Accordingly,  the Committee's oversight does not provide an independent basis to
determine that  management has maintained  appropriate  accounting and financial
reporting  principles or appropriate internal control and procedures designed to
assure compliance with accounting standards and applicable laws and regulations.

     Furthermore,  the Committee's  considerations  and discussions  referred to
above do not assure that the audit of the  Company's  financial  statements  has
been carried out in accordance with generally accepted auditing standards,  that
the financial  statements are presented in accordance  with  generally  accepted
accounting principles or that the Company's auditors are in fact "independent".


                                       15

<PAGE>


     Based upon the  reports  and  discussions  described  in this  report,  and
subject to the  limitations  on the role and  responsibilities  of the Committee
referred to above and in the Charter,  the  Committee  recommended  to the Board
that the audited financial statements be included in the Company's Annual Report
on Form 10-K for the year  ended  December  31,  2001  that was  filed  with the
Securities and Exchange Commission.

                                             SUBMITTED BY THE AUDIT COMMITTEE
                                             OF THE COMPANY'S BOARD OF DIRECTORS

                                             JAMES M. SULLIVAN
                                             KEITH BRADLEY
                                             NEAL MOSZKOWSKI




                                       16



<PAGE>


                             STOCK PERFORMANCE GRAPH

     The following  line graph and table  compare,  for the period from December
31,  1996  through  December  31,  2001,  the  yearly  percentage  change in the
cumulative  total  stockholder  return on the  Company's  Common  Stock with the
cumulative total return of companies on the Nasdaq Stock Market - U.S. Index and
the  Nasdaq  Medical  Devices,  Instruments  and  Supplies,   Manufacturers  and
Distributors  Index.  The graph assumes that the value of the  investment in the
Company's  Common Stock and the relevant index was $100 at December 31, 1996 and
that all dividends  were  reinvested.  The closing market price of the Company's
Common Stock on December 31, 2001 was $26.34 per share.


                COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
                VALUE OF INVESTMENT OF $100 ON DECEMBER 31, 1996


                               [GRAPHIC OMITTED]


                   Comparison of Cumulative Total Return among
     Integra LifeSciences Holdings Corporation, the Nasdaq Medical Devices,
         Instruments and Supplies, Manufacturers and Distributors Index,
                   and the Nasdaq Stock Market -- U.S. Index


<TABLE>
<CAPTION>
                                                          12/96    12/97    12/98   12/99    12/00    12/01
                                                          ------  -------  -------  -------  ------  --------
<S>                                                        <C>      <C>      <C>      <C>     <C>      <C>
Integra LifeSciences Holdings Corporation                  $100     $ 95     $ 36     $ 64    $147     $285

Nasdaq Medical Devices, Instruments and Supplies,
Manufacturers and Distributors Index                       $100     $114     $127     $154    $159     $174

Nasdaq Stock Market - U.S. Index                           $100     $122     $173     $321    $193     $153
</TABLE>


     The graph and table  above  depict the past  performance  of the  Company's
stock price. The Company neither makes nor endorses any predictions as to future
stock  performance.  The graph and table set forth above shall not be deemed (i)
incorporated  by  reference  into any  filing  under the  Securities  Act or the
Exchange  Act by virtue of any general  statement  in such filing  incorporating
this  Proxy  Statement  by  reference,  except to the  extent  that the  Company
specifically   incorporates  the  information   contained  in  this  section  by
reference, or (ii) filed under either the Securities Act or the Exchange Act.


                                       17


<PAGE>



PRINCIPAL STOCKHOLDERS

     The following table sets forth certain information regarding the beneficial
ownership of Common Stock and Series C Convertible  Preferred  Stock  ("Series C
Preferred  Stock") as of March 15, 2002 by: (a) each  person or entity  known to
the Company to own beneficially  five percent or more of the outstanding  shares
of Common  Stock or Series C  Preferred  Stock,  based upon  Company  records or
Commission records; (b) each of the Company's  directors;  (c) each of the Named
Officers;  and (d) all  executive  officers  and  directors  of the Company as a
group.  Each share of Series C Preferred Stock was  subsequently  converted into
11.111  shares of Common  Stock by the  holders  on April  16,  2002.  Except as
otherwise indicated, each person has sole voting power and sole investment power
with respect to all shares beneficially owned by such person.


<TABLE>
<CAPTION>
 
                                              COMMON STOCK           SERIES C PREFERRED
NAME OF BENEFICIAL OWNER                 SHARES (1)      PERCENT      SHARES     PERCENT
-------------------------------------  --------------  -----------   ---------  ---------
<S>                                    <C>                <C>          <C>         <C>
Richard E. Caruso, Ph.D                7,152,668 (2)      27.2%
Trust Partnership                      7,091,205 (3)      27.0%
Frances C. Holtz                       7,091,205 (4)      27.0%
Quantum Industrial Partners LDC        2,630,625 (5)       9.8%        48,699      90.2%
SFM Domestic Investments LLC             694,675 (6)       2.6%         5,301       9.8%
Stuart M. Essig                          803,535 (7)       3.0%
John B. Henneman, III                    163,987 (8)      *
Michael D. Pierschbacher, Ph.D            77,542 (9)      *
Judith O'Grady                            75,431(10)      *
Robert D. Paltridge                       38,711(11)      *
George W. McKinney, III, Ph.D.           119,112(12)      *
James M. Sullivan                         39,041(13)      *
Neal Moszkowski                           30,000(14)      *
Keith Bradley, Ph.D                       10,500(15)      *
All directors and executive officers
as a group (13 persons)                8,648,617(16)      31.3%
</TABLE>


 * Represents beneficial ownership of less than 1%.

(1)  Shares not outstanding but deemed beneficially owned by virtue of the right
     of an individual to acquire them within 60 days of March 15, 2002 upon the
     exercise of an option or other convertible security are treated as
     outstanding for purposes of determining beneficial ownership and the
     percentage beneficially owned by such individual.

(2)  Includes the 7,091,205 shares held by Trust Partnership, a Pennsylvania
     general partnership of which Dr. Caruso is a partner and the President
     (also see Note 3 below). Also includes 23,338 shares held by Provco Leasing
     Corporation ("Provco") of which Dr. Caruso is President. Provco is a
     wholly-owned subsidiary of Cono Industries, a corporation whose
     stockholders are trusts whose beneficiaries include Dr. Caruso's children.
     Also includes 38,125 shares that Dr. Caruso has the right to acquire within
     60 days of March 15, 2002 upon the exercise of options held by him. Dr.
     Caruso's address is 919 Conestoga Road, Building 2, Suite 106, Rosemont,
     Pennsylvania 19010.

(3)  The partners of Trust Partnership are Pagliacci Trust, Rigoletto Trust,
     Trust for Jonathan Henry Caruso, Trust for Peter James Caruso (the
     beneficiaries of all such trusts (the "Trusts") being Dr. Caruso's
     children), Dr. Caruso and Provco, each of which may be deemed to
     beneficially own the shares held by Trust Partnership; however, such
     partners of Trust Partnership disclaim beneficial ownership of all such
     shares except to the extent represented by their respective equity and
     profit participation interests in Trust


                                       18

<PAGE>


     Partnership. The Trust Partnership's address is c/o Richard E. Caruso,
     Ph.D., 919 Conestoga Road, Building 2, Suite 106, Rosemont, Pennsylvania
     19010.

(4)  Frances C. Holtz is a trustee of the Trusts, which collectively have a
     controlling interest in Trust Partnership. As such, Ms. Holtz may be deemed
     to beneficially own the shares held by Trust Partnership; however, Ms.
     Holtz disclaims beneficial ownership of all such shares. Ms. Holtz's
     address is 8111 Marshall Avenue, Margate, New Jersey 08402.

(5)  Includes 541,100 shares of Common Stock issuable upon conversion of 48,699
     shares of Series C Preferred Stock held by Quantum Industrial Partners. The
     Series C Preferred Stock was subsequently converted into Common Stock on
     April 16, 2002. The principal address of Quantum Industrial Partners is at
     Kaya Flamboyan 9, Willemsted, Curacao, Netherlands Antilles. QIH Management
     Investor, L.P. is vested (pursuant to constituent documents of Quantum
     Industrial Partners) with investment discretion with respect to the
     portfolio assets held for the account of Quantum Industrial Partners.
     Pursuant to an agreement between George Soros and Soros Fund Management
     LLC, Mr. Soros has agreed to use his best efforts to cause QIH Management,
     Inc., as the sole general partner of QIH Management Investor, L.P., to act
     at the discretion of Soros Fund Management. Mr. Soros is the Chairman of
     Soros Fund Management. Accordingly, each of QIH Management, Inc., QIH
     Management, Inc., Soros Fund Management and Mr. Soros may be deemed the
     beneficial owner of the Quantum Industrial Partners Shares. Each has its
     principal business office at 888 Seventh Avenue, 33rd Floor, New York, New
     York 10106.

(6)  Includes 58,900 shares of Common Stock issuable upon conversion of 5,301
     shares of Series C Preferred Stock held by SFM Domestic Investments LLC.
     The Series C Preferred Stock was subsequently converted into Common Stock
     on April 16, 2002. The principal business office of SFM Domestic
     Investments LLC is at 888 Seventh Avenue, 33rd Floor, New York, New York
     10106. George Soros is a managing member of SFM Domestic Investments LLC
     and may be deemed the beneficial owner of the SFM Domestic Investments LLC
     Shares.

(7)  Includes 758,090 shares that Mr. Essig has the right to acquire within 60
     days of March 15, 2002 upon the exercise of options held by him. Excludes
     Restricted Units awarded to Mr. Essig in 1997 and 2000 which entitle him to
     receive an aggregate of 2,250,000 shares of Common Stock (see "Employment
     Agreements"). The Restricted Units held by Mr. Essig do not give him the
     right to acquire any shares within 60 days of March 15, 2002.

(8)  Includes 148,569 shares that Mr. Henneman has the right to acquire within
     60 days of March 15, 2002 upon the exercise of options held by him.

(9)  Includes 1,376 shares held by a revocable trust of which Dr. Pierschbacher
     is co-trustee. Also includes 72,449 shares that Dr. Pierschbacher has the
     right to acquire within 60 days of March 15, 2002 upon the exercise of
     options held by him.

(10) Includes 64,266 shares that Ms. O'Grady has the right to acquire within 60
     days of March 15, 2002 upon the exercise of options held by her.

(11) Includes 36,221 shares that Mr. Paltridge has the right to acquire within
     60 days of March 15, 2002 upon the exercise of options held by him.

(12) Includes 45,834 shares that Dr. McKinney has the right to acquire within 60
     days of March 15, 2002 upon the exercise of options held by him.

(13) Includes 35,500 shares that Mr. Sullivan has the right to acquire within 60
     days of March 15, 2002 upon the exercise of options held by him.

(14) Consists of 30,000 shares that Mr. Moszkowski has the right to acquire
     within 60 days of March 15, 2002 upon the exercise of options held by him.

(15) Consists of 10,500 shares that Dr. Bradley has the right to acquire within
     60 days of March 15, 2002 upon the exercise of options held by him.

(16) See Notes 2 and 7 through 15 above. Also includes 18,842 shares held by
     three executive officers of the Company and/or its subsidiaries who are not
     listed in the table, as well as 107,653 shares that these three executive
     officers have the right to acquire within 60 days of March 15, 2002 upon
     the exercise of options held by them.


                                       19

<PAGE>



SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

     Section  16(a) of the  Securities  Exchange  Act of 1934,  as amended  (the
"Exchange Act"),  requires the Company's  directors and executive  officers,  as
well as persons  beneficially owning more than 10% of the Company's  outstanding
shares of Common Stock and certain other  holders of such shares  (collectively,
"Covered  Persons"),  to file with the  Commission  and the Nasdaq Stock Market,
within  specified  time periods,  initial  reports of ownership,  and subsequent
reports of changes in ownership,  of Common Stock and other equity securities of
the Company.

     Based solely upon the Company's review of copies of such reports  furnished
to it and upon  representations  of Covered  Persons that no other  reports were
required,   to  the  Company's   knowledge  all  of  the  Section  16(a)  filing
requirements  applicable  to Covered  Persons  were  complied  with during 2001,
except that a statement of changes in beneficial ownership of securities on Form
4 was filed late by Deborah  Leonetti,  Vice  President  of  Marketing,  for the
purchase and sale of Common Stock in May 2001.

S
TOCKHOLDER PROPOSALS

     The deadline for stockholders to submit proposals pursuant to Rule 14a-8 of
the Exchange Act for  inclusion in the  Company's  proxy  statement  and form of
proxy for the 2003 Annual  Meeting of  Stockholders  (the  "Annual  Meeting") is
December  24,  2002.  The date  after  which  notice of a  stockholder  Proposal
submitted  outside  of the  processes  of  Rule  14a-8  of the  Exchange  Act is
considered  untimely  is March 9,  2003.  If  notice of a  stockholder  Proposal
submitted outside of the processes of Rule 14a-8 of the Exchange Act is received
by the Company  after  March 9, 2003,  then the  Company's  proxy for the Annual
Meeting may confer  discretionary  authority to vote on such matter  without any
discussion of such matter in the proxy statement for the Annual Meeting.

OTHER MATTERS

     A copy of the Company's 2001 Annual Report to  Stockholders is being mailed
simultaneously  herewith  to  stockholders  but is not to be  regarded  as proxy
solicitation material.



     THE COMPANY, UPON REQUEST, WILL FURNISH TO RECORD AND BENEFICIAL HOLDERS OF
ITS  COMMON  STOCK,  FREE OF CHARGE,  A COPY OF ITS  ANNUAL  REPORT ON FORM 10-K
(INCLUDING  FINANCIAL  STATEMENTS  AND SCHEDULES  BUT WITHOUT  EXHIBITS) FOR THE
FISCAL YEAR ENDED  DECEMBER 31,  2001.  COPIES OF EXHIBITS TO THE FORM 10-K ALSO
WILL BE FURNISHED UPON REQUEST AND THE PAYMENT OF A REASONABLE FEE. ALL REQUESTS
SHOULD BE  DIRECTED TO JOHN  BOSTJANCIC,  SENIOR  DIRECTOR  OF  FINANCE,  AT THE
OFFICES OF THE COMPANY SET FORTH ON PAGE ONE OF THIS PROXY STATEMENT.



                                             By order of the Board of Directors,

                                             /s/ John B. Henneman, III

Plainsboro, New Jersey                       John B. Henneman, III
April 24, 2002                               Secretary



                                       20

<PAGE>


                                   APPENDIX A

                    INTEGRA LIFESCIENCES HOLDINGS CORPORATION

                    AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

                                     CHARTER

                                    FOREWORD


     The purpose of the Audit Committee (the "Committee") is to provide
assistance to the Board of Directors (the "Board") of Integra LifeSciences
Holdings Corporation (the "Company") in fulfilling the Board's oversight
responsibilities regarding the Company's accounting and system of internal
controls, the quality and integrity of the Company's financial reports and the
independence and performance of the Company's outside auditor. In so doing, the
Committee should endeavor to maintain free and open means of communication
between the members of the Committee, other members of the Board, the outside
auditor and the financial management of the Company.

     The Committee's responsibility is oversight. Management of the Company has
the responsibility for the Company's financial statements as well as the
Company's financial reporting process, principles and internal controls. The
outside auditor is responsible for performing an audit of the Company's annual
financial statements, expressing an opinion as to the conformity of such annual
financial statements, reviewing the Company's quarterly financial statements and
other procedures. It is recognized that the members of the Committee are not
engaged in the accounting or auditing profession and, consequently, are not
experts in matters involving auditing or accounting including in respect of
auditor independence. As such, it is not the duty of the Committee to plan or
conduct audits or to determine that the Company's financial statements fairly
present the Company's financial position and results of operation and are in
accordance with generally accepted accounting principles and applicable laws and
regulations. Each member of the Committee shall be entitled to rely on (i) the
integrity of those persons within the Company and of the professionals and
experts (such as the outside auditor) from which it receives information, (ii)
the accuracy of the financial and other information provided to the Committee by
such persons, professionals or experts absent actual knowledge to the contrary
and (iii) representations made by management or the outside auditor as to any
information technology services of the type described in Rule 2-01(c)(4)(ii) of
Regulation S-X and other non-audit services provided by the outside auditor to
the Company.

     In discharging its oversight role, the Committee is empowered to
investigate any matter brought to its attention with full access to all books,
records, facilities and personnel of the Company and, subject to any action of
the Board, the power to retain outside counsel, auditors or other experts for
this purpose. The Board and the Committee are in place to represent the
Company's stockholders. Accordingly, the outside auditors are ultimately
accountable to the Board and the Committee.

     The Committee charter should be reviewed by the Company's counsel and
approved by the Board. The Board and the Committee shall review the adequacy of
this charter on at least an annual basis and modify the charter as necessary.


                                       A1


<PAGE>


                                 I. COMPOSITION


A.   Committee members will be recommended by the Chairman of the Board and will
     be designated by the Board.

B.   The Committee shall consist of not less than three members of the Board who
     meet the requirements of the audit committee policy of the NASD.
     Accordingly, all of the members of the Committee will be directors:

     1.   Who have no relationship to the Company that may interfere with the
          exercise of their independence from management and the Company; and

     2.   Who are financially literate or who become financially literate within
          a reasonable period of time after appointment to the Committee. In
          addition, at least one member of the Committee will have accounting or
          related financial management expertise.

C.   The members of the Committee shall appoint a Chair of the Committee by
     majority vote. The Chair (or in his or her absence, a member designated by
     the Chair) shall preside at all meetings of the Committee.

D.   The Committee shall have the authority to establish its own rules and
     procedures consistent with the bylaws of the Company for notice and conduct
     of its meetings, should the Committee, in its discretion, deem it desirable
     to do so.

E.   The Committee shall meet at least four times in each fiscal year, and more
     frequently as the Committee in its discretion deems desirable.

F.   The Committee may, in its discretion, include in its meetings members of
     the Company's financial management, representatives of the outside auditor,
     the senior internal audit manager and other financial personnel employed or
     retained by the Company. The Committee may meet with the outside auditor or
     the senior internal audit manager in separate executive sessions to discuss
     any matters that the Committee believes should be addressed privately,
     without management's presence. The Committee may likewise meet privately
     with management, as it deems appropriate.

G.   The Committee may, in its discretion, utilize the services of the Company's
     regular corporate legal counsel with respect to legal matters or, at its
     discretion, retain other legal counsel if it determines that such counsel
     is necessary or appropriate under the circumstances.

H.   Committee members will serve until the Board shall designate their
     successors.

I.   To ensure that the Committee has continuity of membership from one year to
     the next, Committee members will be appointed with the expectation that
     they will serve at least three years. The Board will use its best efforts
     to avoid the replacement of more than one member of the Committee at a
     time.



                                       A2

<PAGE>


                               II. AUTHORIZATION


A.   Regarding the Company's financial statements and the external audit of
     same, the Committee is authorized:

     1.   Subject to any action of the Board, to select, evaluate and, where
          appropriate, replace the Company's independent public accounting firm
          (or nominate the independent public accounting firm for stockholder
          approval in any proxy statement) with respect to the audit of the
          financial statements for the then current fiscal year and such other
          audit-related services as the Committee deems necessary;

     2.   To review, discuss and approve the overall scope of the external audit
          for the then current fiscal year;

     3.   To review and discuss the results of the external audit;

     4.   To review and discuss the management report of the independent public
          accounting firm regarding the external audit and the response by
          management thereto;

     5.   To review and discuss the method of evaluation by the independent
          public accounting firm of the adequacy and effectiveness of the
          accounting procedures and internal accounting controls of the Company;

     6.   To review and discuss the audited annual financial statements of the
          Company;

     7.   To review and discuss the financial statements included in any
          securities offering;

     8.   To review and discuss the quarterly financial statements of the
          Company;

     9.   To establish procedures which ensure that the Committee is advised on
          a timely basis of any breakdown in internal accounting controls or
          management fraud; and

     10.  To discuss recent Financial Accounting Standards Board, Securities and
          Exchange Commission, or other regulatory pronouncements that might
          affect the Company's financial statements.


B.   The Committee shall:

     1.   Receive from the Company's Chief Financial Officer notice in writing
          of any material breakdown in internal accounting controls or any
          alleged management fraud;

     2.   Request from the independent public accounting firm annually a formal
          written statement delineating all relationships between the
          independent public accounting firm and the Company consistent with
          Independence Standards Board Standard 1;

     3.   Request from the independent public accounting firm annually a formal
          written statement of the fees billed for each of the following
          categories of services rendered by the outside auditors: (i) the audit
          of the Company's annual financial statements for the most recent
          fiscal year and the reviews of the financial statements included in
          the Company's


                                       A3

<PAGE>


          Quarterly Reports on Form 10-Q for that fiscal year; (ii) information
          technology consulting services for the most recent fiscal year, in the
          aggregate and by each service (and separately identifying fees for
          such services relating to financial information systems design and
          implementation); and (iii) all other services rendered by the outside
          auditors for the most recent fiscal year, in the aggregate and by each
          service;

     4.   Discuss with the independent public accounting firm any such disclosed
          relationships and their impact on the independent public accounting
          firm's independence;

     5.   Recommend that the Board take appropriate action to oversee the
          independence of the independent public accounting firm;

     6.   Approve the fees to be paid to the outside auditor and any other terms
          of the engagement of the outside auditor; and

     7.   Through its Chair, report periodically, as deemed necessary or
          desirable by the Committee, but at least annually, to the full Board
          regarding the Committee's actions and recommendations, if any.

C.   The Committee shall review with management and the independent public
     accounting firm the audited financial statements to be included in the
     Company's annual report on Form 10-K and review and consider with the
     independent public accounting firm the matters required to be discussed by
     Statement of Auditing Standards ("SAS") 61.

D.   The Committee shall review with the independent public accountants the
     Company's interim financial results to be included in the Company's
     quarterly reports to be filed with the Securities and Exchange Commission
     and the matters required to be discussed by SAS 61. This review will occur
     prior to the Company's filing of Form 10-Q.

E.   The Committee shall prepare a report to be included in the Company's annual
     proxy statement, which states:

     1.   Whether the Committee has reviewed and discussed the Company's audited
          financial statements with management.

     2.   Whether the Committee has discussed with the independent public
          accountants the matters required to be discussed by SAS 61.

     3.   Whether the Committee has received written disclosures and the letter
          from the independent public accountants required by Independence
          Standards Board Standard 1 and has discussed with the independent
          public accounting firm the independence of the independent public
          accounting firm.

     4.   That the Committee, based on the reviews and discussions referenced
          above, recommends to the Board that the audited financial statements
          for the last fiscal year be included in the Company's 10-K.

F.   The Committee shall provide guidelines for, or approve in advance, the
     engagement of the outside auditor to provide any non-audit services,
     including the terms of the engagement, the cost thereof and whether
     providing non-audit services will, in the opinion of the Committee,
     adversely


                                       A4

<PAGE>


     affect the independence of the independent public accounting firm in
     carrying out its audit services.

G.   To enhance the independence of the outside auditor, the Committee is
     authorized to encourage access to the Committee by a representative of the
     independent public accounting firm (generally the engagement partner), and
     by the Chief Financial Officer of the Company. Generally this is
     accomplished through private sessions with each of these persons. In
     addition, the Committee may have a private executive session.

H.   The Committee is authorized to review the accounting policies, procedures
     and principles adopted or continued by the management of the Company for
     the purpose of:

     1.   Maintaining or establishing the books, records, accounts and internal
          accounting controls of the Company in compliance with the Foreign
          Corrupt Practices Act of 1977; and

     2.   Preventing or detecting:

          a.   any improper or illegal disbursement of Company funds or property
               of value; or

          b.   the making of any arrangement on behalf of the Company which may
               provide for or result in the improper or illegal disbursement of
               funds or property of value, in order that the Company shall be in
               compliance with the Foreign Corrupt Practices Act of 1977.

I.   The Committee is authorized to establish an internal audit program and to
     review the overall scope of the internal audit program thereafter. In
     addition, the Committee is authorized to determine when it is appropriate
     to establish an internal audit department. The Committee is also authorized
     to review the overall adequacy of the internal audit function and the
     competence of the personnel engaged in such function. This may include
     reviewing staffing requirements, budgetary matters, and continuing
     professional development. The Committee must approve the hiring or
     termination of the director of the internal audit department.

J.   The Committee is authorized to conduct investigations relating to financial
     affairs, records, accounts and reports as the Committee may in its
     discretion deem necessary, or as the Board may from time to time request.

K.   The Committee is authorized to discuss the quality and depth of staffing in
     the accounting, treasury and tax departments of the Company.

L.   The Committee must be advised by management when the Company is seeking a
     second opinion on a significant accounting/financial reporting issue.

M.   The Committee is authorized to review the program that monitors compliance
     with the Company's corporate code of conduct policy.

N.   The Committee is authorized to review transactions between the Company and
     members of the Board or management.

O.   The Committee is authorized to report orally its findings to the Board and
     will maintain written minutes of each Committee meeting.


                                       A5

<PAGE>


                              III. INDEMNIFICATION


     In the course of their service on the Committee, Committee members may be
made a party to a legal action or other proceeding resulting in a personal
economic loss to the member. In the event of any such loss resulting from their
service on the Committee, Committee members are indemnified by the Company to
the maximum extent provided under Delaware law or in accordance with any
indemnification agreements between the Company and such Committee members.




                                       A6

<PAGE>


                    INTEGRA LIFESCIENCES HOLDINGS CORPORATION
                              311 ENTERPRISE DRIVE
                          PLAINSBORO, NEW JERSEY 08536

         PROXY - Annual Meeting Of Stockholders - Tuesday, May 21, 2002

           THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned  hereby  appoints  Stuart M. Essig and John B. Henneman,  III as
proxies,  each with the power to appoint his substitute,  and hereby  authorizes
them to represent and to vote, as designated on the reverse side hereof, all the
shares  of  Common  Stock of  Integra  LifeSciences  Holdings  Corporation  (the
"Company")  held of record by the  undersigned  on April 16,  2002 at the Annual
Meeting  of  Stockholders  to be  held  on  Tuesday,  May  21,  2002  or at  any
adjournment or postponement thereof.

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE UNDERSIGNED  STOCKHOLDER.  IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
IN FAVOR OF PROPOSAL 2; FOR ALL NOMINEES  LISTED FOR ELECTION OF DIRECTORS UNDER
PROPOSAL 1; AND IN  ACCORDANCE  WITH THE PROXIES'  JUDGMENT  UPON OTHER  MATTERS
PROPERLY COMING BEFORE THE MEETING AND ANY ADJOURNMENT OR POSTPONEMENT THEREOF.

                 (CONTINUED, AND TO BE SIGNED, ON REVERSE SIDE)

                                 |X| PLEASE MARK
                                    YOUR VOTE
                               AS IN THIS EXAMPLE

1. ELECTION OF                FOR all nominees                WITHHOLD
   DIRECTORS                  listed (except as               AUTHORITY
   NOMINEES:                    marked to the          To vote for all nominees
   ---------                   contrary below)              listed at left.
   Keith Bradley
   Richard E. Caruso                |_|                          |_|
   Stuart M. Essig
   Neal Moszkowski
   James M. Sullivan

To WITHHOLD AUTHORITY to vote for any individual nominee(s), print such
nominee's name below:


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

                                                         FOR   AGAINST  ABSTAIN

2. Proposal to ratify the appointment of
   PricewaterhouseCoopers LLP as the Company's
   auditors for the current fiscal year.                 |_|     |_|      |_|

In their discretion, the Proxies are authorized, to the extent permitted by the
rules of the Securities and Exchange Commission, to vote upon such other
business as may properly come before the meeting or any adjournment or
postponement thereof.

PLEASE SIGN AND RETURN THE CARD PROMPTLY USING THE ENCLOSED ENVELOPE.

SIGNATURE (S)____________________________________________ DATE__________________
NOTE: (Executors, Administrators, etc. should give full title)