UNITED STATES SURGICAL CORP
8-A12B, 1994-07-28
SURGICAL & MEDICAL INSTRUMENTS & APPARATUS
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                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
                                      
                                 ------------
                                      
                                      
                                   FORM 8-A
                                      
                                      
              FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                   PURSUANT TO SECTION 12(B) OR (G) OF THE
                       SECURITIES EXCHANGE ACT OF 1934.
                                      
                      United States Surgical Corporation
                              150 Glover Avenue
                              Norwalk, CT 06856
                                      

               Delaware                                   13-2518270
(State of incorporation or organization)      (IRS Employer Identification No.)


Securities to be registered pursuant to Section 12(b) of the Act:


<TABLE>
<CAPTION>
            Title of each class               Name of each exchange on which
            to be so registered               each class is to be registered
            -------------------               -----------------------------------
<S>                                           <C>
Depositary Shares, representing               New York Stock Exchange, Inc.
one-fiftieth interests in Series A            
Convertible Preferred Stock,                  
$5 par value                                  
</TABLE>


Securities to be registered pursuant to Section 12(g) of the Act:

                                    (none)
- --------------------------------------------------------------------------------
                               (Title of Class)
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ITEM 1.          Description of Registrant's Securities to be Registered.

                 The following description will be provided with each copy of
                 this Registration Statement filed with the New York Stock
                 Exchange, Inc.:

                 Incorporated by reference to Amendment No. 1 to Registrant's
Form S-3 Registration Statement No. 33-53297.

ITEM 2.          Exhibits

                 The following exhibits will be provided with each copy of this
Registration Statement filed with the New York Stock Exchange, Inc.:

                 I(a)     Certificate of Designations.

                          Incorporated by reference to the Exhibits filed with
                          Registrant's Form 10K Annual Report for 1993.
                          Commission File No. 1-9776.

                 I(b)     Registration Agreement.

                          Incorporated by reference to the Exhibits filed with
                          Registrant's Form S-3 Registration Statement No. 33-
                          53297.

                 I(c)     Deposit Agreement.

                          Incorporated by reference to the Exhibits filed with
                          Registrant's Form S-3 Registration Statement No. 33-
                          53297.

                 I(d)     Form of Certificate representing Series A Convertible
                          Preferred Stock.

                          Incorporated by reference to the Exhibits filed with
                          Registrant's Form S-3 Registration Statement No. 33-
                          53297.

                 I(e)     Form of Depositary Receipt.

                          Incorporated by reference to the Exhibits filed with
                          Registrant's Form S-3 Registration Statement No. 33-
                          53297.





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<PAGE>   3
     Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.


                               UNITED STATES SURGICAL CORPORATION
                               ----------------------------------
                                          (Registrant)
                               
                               
                               
                               
Date: July 28, 1994            By: /s/ Thomas R. Bremer
                                   ------------------------------
                                   Thomas R. Bremer
                                   Senior Vice President and General Counsel
                               



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