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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): February 15, 2005

CONMED CORPORATION
(Exact name of registrant as specified in its charter)

New York
(State or other jurisdiction of
incorporation or organization) 		0-16093
(Commission
File Number) 		16-0977505
(I.R.S. Employer
Identification No.)

525 French Road
Utica, New York 13502
(Address of principal executive offices, including zip code)

(315) 797-8375
(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions (see General Instruction A.2. below):

¨       Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨       Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨       Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨       Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01 Other Events.

On February 15, 2005, CONMED Corporation issued a press release announcing that its Board of Directors has authorized the Company to repurchase up to $50 million of its common stock. A copy of this press release is attached hereto as Exhibit 99.1.

The information in this Current Report on Form 8-K that is furnished under “Item 8.01. Other Events” and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Act of 1934, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

  (c) Exhibits

  The following exhibit is included herewith:

Exhibit No.

99.1 		Description of Exhibit

Press Release dated February 15, 2005, issued by CONMED Corporation.


Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

CONMED CORPORATION
               (Registrant)


By:  /s/ Robert D. Shallish, Jr.
        Vice President-Finance and
        Chief Financial Officer

Date: February 16, 2005

EXHIBIT INDEX

Exhibit
Number

99.1 		 
Exhibit Description

Press Release, dated February 15, 2005, issued by CONMED Corporation.





Exhibit 99.1


 
NEWS RELEASE
CONTACT:
CONMED Corporation
Robert Shallish
Chief Financial Officer
315-624-3206

Financial Dynamics
Investors: Julie Huang/Lanie Fladell
Media: Sean Leous
212-850-5600

FOR RELEASE: 7:00 AM (Eastern) February 15, 2005

CONMED CORPORATION ANNOUNCES SHARE REPURCHASE

Utica, New York, February 15, 2005 - ----- CONMED Corporation (Nasdaq: CNMD) announced today that its Board of Directors has authorized the Company to repurchase up to $50 million of its Common Stock, although no more than $25 million may be purchased in any calendar year. The repurchase program calls for shares to be purchased in the open market or in private transactions from time to time. CONMED may suspend or discontinue the program at any time.

CONMED expects principally to repurchase shares to offset the dilutive effect of the issuance of shares under its employee benefit plans, including as a result of the exercise of outstanding stock options, but may also repurchase shares from time to time depending upon market conditions, the market price of CONMED Common Stock and management’s assessment of CONMED’s liquidity and cash flow needs. The Company will finance the repurchases from cash-on-hand and amounts available under the Company’s bank credit facility.

Eugene Corasanti, Chief Executive Officer and Chairman of the Board said, “The Board’s decision to implement the share repurchase program reflects the Board’s belief in the Company’s performance. This program gives the Company the opportunity to offset the dilutive effect of the issuance of shares under the Company’s employee benefit plans, including the exercise of outstanding in-the-money stock options. It also permits the Company to enhance shareholder value by repurchasing some of our stock based on market conditions.”

CONMED Profile

CONMED is a medical technology company with an emphasis on surgical devices and equipment for minimally invasive procedures and monitoring. The Company’s products serve the clinical areas of arthroscopy, powered surgical instruments, electrosurgery, cardiac monitoring disposables, endosurgery and endoscopic technologies. They are used by surgeons and physicians in a variety of specialties including orthopedics, general surgery, gynecology, neurosurgery, and gastroenterology. Headquartered in Utica, New York, the Company’s 2,800 employees distribute its products worldwide from eleven manufacturing locations.

CONMED News Release Continued Page 2 of 2 February 15, 2005

Forward Looking Information
This press release contains forward-looking statements based on certain assumptions and contingencies that involve risks and uncertainties. The forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and relate to the Company’s performance on a going-forward basis. The forward-looking statements in this press release involve risks and uncertainties which could cause actual results, performance or trends, including the above mentioned anticipated revenues and earnings, to differ materially from those expressed in the forward-looking statements herein or in previous disclosures. The Company believes that all forward-looking statements made by it have a reasonable basis, but there can be no assurance that management’s expectations, beliefs or projections as expressed in the forward-looking statements will actually occur or prove to be correct. In addition to general industry and economic conditions, factors that could cause actual results to differ materially from those discussed in the forward-looking statements in this press release include, but are not limited to: (i) the failure of any one or more of the assumptions stated above, to prove to be correct; (ii) the risks relating to forward-looking statements discussed in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2003; (iii) cyclical purchasing patterns from customers, end-users and dealers; (iv) timely release of new products, and acceptance of such new products by the market; (v) the introduction of new products by competitors and other competitive responses; (vi) the possibility that any acquisition (and its integration) or other transaction may require the Company to reconsider its financial assumptions and goals/targets; and/or (vii) the Company’s ability to devise and execute strategies to respond to market conditions.