Stryker Corp · 10-K405 · For 12/31/98

Filed On 3/31/99   ·   SEC File 0-09165   ·   Accession Number 310764-99-8

Annual Report — [X] Reg. S-K Item 405   —   Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K405     Annual Report -- [X] Reg. S-K Item 405                30±   150K 
 2: EX-13       Annual or Quarterly Report to Security Holders        39±   170K 

10-K405   —   Annual Report — [X] Reg. S-K Item 405
Document Table of Contents

UNITED STATES 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549 

FORM 10-K 

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE    
ACT OF 1934                                                             

For the fiscal year ended                         December 31, 1998             

Commission file number                            0-9165                        

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

Michigan                                          38-1239739                    
(State or other jurisdiction of                   (IRS Employer                 
incorporation or organization)                   Identification No.)          

P.O. Box 4085, Kalamazoo, Michigan                49003-4085                    
(Address of principal executive offices)          (Zip Code)                    

(616) 385-2600    (Registrant's telephone number, including area code)          

        ************************************************************

Securities registered pursuant to Section 12(b) of the Act: Common Stock,       
$.10 par value                                                                  

Securities registered pursuant to Section 12(g) of the Act: None                

 Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities and Exchange      
Act of 1934 during the preceding 12 months (or for such shorter period that     
the registrant was required to file such reports), and (2) has been subject     
to such filing requirements for the past 90 days.  YES [X]     NO [  ]          

Indicate by check mark if disclosure of delinquent filers pursuant to 
Item 405 of Regulation S-K is not contained herein, and will not be             
contained, to the best of registrant's knowledge, in definitive proxy or        
information statements incorporated by reference in Part III of this Form 10-   
K or any amendment to this Form 10-K. [X]                                       

 Based on the closing sales price of March 1, 1999, the aggregate market
value of the voting stock held by nonaffiliates of the registrant was           
approximately $3,169,351,254.                                                   

 The number of shares outstanding of the registrant's Common Stock, $.10
par value, was 96,775,224 at March 1, 1999.                                     

DOCUMENTS INCORPORATED BY REFERENCE                                             

Portions of the annual stockholders report for the year ended December
31, 1998 (the "1998 Annual Report") are incorporated by reference into Parts    
I,II and IV.                                                                    

Portions of the proxy statement filed with the Securities and Exchange
Commission relating to the 1999 Annual Meeting of Stockholders (the "1999       
proxy statement") are incorporated by reference into Part III.                  

The information contained in this report includes forward-looking     
statements within the meaning of the federal securities laws that are subject   
to risks and uncertainties.  Factors that could cause the Company's actual      
results and financial condition to differ from the Company's expectations       
include, but are not limited to:  changes in economic conditions that           
adversely affect the level of demand for the Company's products, changes in     
foreign exchange markets, changes in financial markets, changes in the          
competitive environment, and the factors regarding Year 2000 issues.  All       
forward-looking statements contained in this report are qualified in their      
entirety by this cautionary statement.                                          

PART I

ITEM I.   BUSINESS                                                              

General                                                                         
-------                                                                         

Stryker Corporation and its subsidiaries (the "Company" or "Stryker") 
develop, manufacture and market specialty surgical and medical products,        
including orthopaedic implants, bone cement, trauma systems used in bone        
repair, powered surgical instruments, endoscopic systems, craniomaxillofacial   
fixation devices, specialty surgical equipment used in neurosurgery and         
patient care and handling equipment for the global market and provide           
outpatient physical and occupational rehabilitation services in the United      
States.  Stryker was incorporated in Michigan in 1946 as the successor          
company to a business founded in 1941 by Dr. Homer H. Stryker, a leading        
orthopaedic surgeon and the inventor of several orthopaedic products.           

On December 4, 1998, the Company acquired Howmedica, the orthopaedic  
division of Pfizer Inc.  Howmedica develops, manufactures and markets a wide    
range of specialty medical products utilized in the treatment of                
musculoskeletal disorders.  Howmedica's products include hip and knee           
implants for primary and revision surgery, bone cement, trauma systems used     
in bone repair, craniomaxillofacial fixation devices and specialty surgical     
equipment used in neurosurgery.                                                 

In November 1998, the Company purchased the manufacturing rights and  
facilities for its OP-1 bone growth device from Creative BioMolecules, Inc.     

In August 1993, the Company purchased 20% of the outstanding common   
stock of Matsumoto Medical Instruments, Inc. ("Matsumoto"), Osaka, Japan.       
Matsumoto is one of the largest distributors of medical devices in Japan.  In   
August 1994, the Company purchased an additional 31% of Matsumoto's             
outstanding common stock, thereby increasing its direct ownership in            
Matsumoto to 51%.  The results of operations for Matsumoto were consolidated    
with Stryker beginning in August 1994.  Subsequently, Stryker has purchased     
or acquired additional shares of outstanding common stock of Matsumoto,         
thereby increasing its direct ownership interest to 83% as of December 31,      
1998 and 100% in January 1999.                                                  

 In September 1996, the Company purchased 100% of the outstanding common
stock of Osteo Holding AG and subsidiaries ("Osteo"), Selzach, Switzerland.     
Osteo designs and manufacturers trauma products and reconstructive              
orthopaedic devices.                                                            

The Company's subsidiary, Physiotherapy Associates, Inc., has also    
purchased a number of physical therapy clinic operations during each of the     
last five years.                                                                

Product Sales                                                                   
-------------                                                                   

Effective in the fourth quarter of 1998, the Company adopted FASB     
Statement No. 131, "Disclosures about Segments of an Enterprise and Related     
Information".  Statement No. 131 establishes standards for the way that         
public business enterprises report information about operating segments in      
annual financial statements.  Prior to 1998, the Company reported under one     
business segment.  Upon the adoption of Statement No. 131, the Company          
segregated its operations into three reportable segments: Orthopaedic           
Implants, Medical and Surgical Equipment and Physical Therapy Services.  The    
Orthopaedic Implants segment sells orthopaedic reconstructive products such     
as hip, knee, shoulder and spinal implants and trauma-related products.  The    
Medical and Surgical Equipment segment sells powered surgical instruments,      
endoscopic equipment, medical video imaging equipment and patient care and      
handling systems.  The Physical Therapy Services segment provides outpatient    
physical and occupational rehabilitation services.  The following amounts       
($000's) and percentages represent sales by business segment during each of     
the three years ended December 31:                                              

                        1998              1997            1996
                        --------------   --------------   --------------
                           $      %         $      %         $       %
                        --------  ---    --------  ---    --------   ---

Orthopaedic Implants        $409,644   37%   $375,028   38%   $347,178    38%   
Medical and Surgical                                                            
Equipment                  577,788   52     505,099   52     484,301    53  
Physical Therapy Services    115,776   11     100,008   10      78,581     9    
                        --------  ---    --------  ---    --------   ---
                       $1,103,208  100%   $980,135  100%   $910,060   100%
                       =========  ===    ========  ===    ========   ===

Additional information regarding financial information about the      
Company's operating segments and geographic areas under the caption "Note 12    
- Segment and Geographic Data" on pages 57 through 59 of the 1998 Annual        
Report is incorporated herein by reference.                                     

Approximately two-thirds of the Company's sales in 1998, 1997 and 1996
consisted of products with short lives and service revenues, such as implants   
(while implants have a long useful life to the patient, they have a one-time    
use to the hospital), trauma-related products, disposables, expendable tools    
and parts, service and repair charges and physical therapy revenues.  The       
balance of sales in each of the years was of products that could be             
considered capital equipment, having useful lives in excess of one year.        

The Company's backlog of firm orders is not considered material to an 
understanding of its business.                                                  

ORTHOPAEDIC IMPLANTS                                                            

Orthopaedic Implants are designed and manufactured by Howmedica       
Osteonics, Osteo and Dimso and consist of such products as hip, knee,           
shoulder and spinal implants, associated implant instruments, trauma-related    
products and bone cement. Stryker Corporation's orthopaedic implant division,   
previously known as Osteonics Corp., was renamed Howmedica Osteonics Corp. to   
recognize both the Howmedica and Osteonics brands and to indicate the           
importance of Howmedica's role in the integrated organization. Artificial       
joints are made of cobalt chrome, titanium alloys, ultra-high molecular         
weight polyethylene or ceramics and are implanted in patients whose natural     
joints have been damaged by arthritis, osteoporosis, other diseases or          
injury.  Howmedica Osteonics markets its products under both the Howmedica      
and Osteonics brand names.                                                      

Hip Implants                                                                    
------------                                                                    

  In late 1990, Stryker became the first company to receive clearance from
the U.S. Food & Drug Administration (FDA) to commercially release for sale in   
the U.S. a hip implant with hydroxylapatite (HA) surface treatment.  HA is a    
naturally occurring calcium phosphate material that demonstrates a high level   
of biocompatibility due to its resemblance to human bone. The Company's         
clinical experience with HA-coated hip stems now extends over ten years and     
their reported clinical performance continues to equal or exceed that of any    
comparable hip stem reported in the scientific literature.                      

Under the Howmedica brand name, the Company offers a variety of hip   
systems for both the domestic and international markets.  The Partnership hip   
system represents a comprehensive system of hip implants and associated         
instruments designed to provide physicians with reliable results and reduce     
operating time.  The Exeter Total Hip System is based on a unique,              
collarless, highly polished, double tapered femoral design which reduces        
shear stresses and increases compression at the cement/bone interface.  In      
1998, Howmedica launched the Taro hip system in Japan.  The Taro hip system     
provides a line of products which offer an increased range of motion            
preferred by Japanese surgeons for their patients.                              

Under the Osteonics brand name, the Company offers a wide array of    
cemented and cementless stems and cups, with which physicians may treat the     
spectrum of their primary and revision total hip requirements.  The Secur-Fit   
Plus HA Hip System and Acetabular Shells combine high quality HA coating on     
an abrasion resistant, titanium surface to enhance bone loading and implant     
stability.  Osteonics has a strong history and position in the cemented stem    
market with the Omnifit hip stem, which is approaching its 17th year in the     
market with a long history of documented clinical performance.  Revision        
product applications include the Restoration Hip System, a versatile array of   
implants designed to address a variety of complex surgical needs and patient    
anomalies as well as provide prosthesis support.  In 1998, the Company began    
marketing ceramic-on-ceramic products in some international markets and         
completed enrollment for ceramic-on-ceramic bearing surface clinical trials     
in the United States.  Ceramic-on-ceramic technology offers reduced wear        
rates when compared to metal/polyethylene or ceramic/polyethylene               
combinations and demonstrates an increased resistance to the adverse effects    
of third body particles on the articulating surface.  The Company also          
launched Crossfire in 1998, a highly crosslinked polyethylene.  In laboratory   
testing, this product has indicated a significant wear reduction over           
conventional polyethylene.                                                      

Knee Implants                                                                   
-------------                                                                   

Under the Howmedica brand name the Company offers three major systems,
the Duracon, Kinemax and Interax systems as well as products that serve         
specific regional needs. Introduced in 1991 and utilized in hundreds of         
thousands of procedures in over 55 countries, the Duracon system combines       
high levels of  joint conformity throughout the range of motion and             
consistent anatomic tracking. The Kinemax system is marketed worldwide with     
leadership positions in several international markets, offering advanced        
versatility through design principles based on the clinically successful        
Total Condylar and Kinematic Knee Systems. The Interax system is the result     
of a worldwide program to develop an innovative system specially designed to    
address the variable size requirements of patients of different ages and from   
different ethnic origins. Precision-designed Monogram instruments provide a     
common instrument platform for each Howmedica knee system. The ergonomic        
engineering of Monogram instruments facilitates efficient use in the            
operating room, enabling the surgeon to choose the instruments that represent   
his/her optimal surgical technique.                                             

Under the Osteonics brand name, the Company offers the Osteonics Knee 
Systems, the Insight Knee Positioning and Alignment System and Passport Knee    
instruments, which provide the surgeon with a simple, cost effective approach   
to total knee replacement surgery.  Osteonics Knee Systems and                  
Passport/Insight Knee instruments provide the interoperative flexibility to     
meet specific patient needs and the ability to achieve precise, customized      
knee alignment and superior leg position during knee surgery, thereby           
reducing the risk of post-operative complications.  In 1998, Osteonics          
released the Scorpio CR (cruciate retaining) Knee System, while in 1997         
Osteonics released the Scorpio PS (posterior stabilized) Knee System.           

Other Reconstructive Products                                                   
-----------------------------                                                   

 The Company markets other reconstructive products, principally shoulder
and elbow implants and related instruments.  The Osteonics Total Shoulder       
system was initially marketed in 1996. The unique design of the humeral head    
allows the surgeon to adjust tension of the supporting tissues while            
maximizing range of motion.  The shoulder instruments offer the surgeon         
increased visibility and accessibility into this tightly confined joint         
space.  The Solar Total Elbow was launched in 1998 to complement products       
offered for upper extremity procedures.  The semi-constrained design and        
modular components address varying patient anatomy.                             

Trauma                                                                          
------                                                                          

The Company markets its trauma implants under the Howmedica and Osteo 
brand names. Trauma products are used primarily in the fixation of fractures    
resulting from sudden injury. Howmedica's trauma products consist of internal   
systems marketed under such names as Alta, Grosse & Kempf and Gamma as well     
as external systems marketed under such brands as Hoffmann, Monotube and        
Monticelli-Spinelli.                                                            

Howmedica's internal fixation product portfolio includes a variety of 
systems incorporating screws, plates, intramedullary nails and trochanteric     
appliances. Howmedica offers both an advanced titanium system, the Alta         
System, as well as more traditional stainless steel plating systems. The        
standard stainless steel line includes the B.G. System, marketed primarily in   
France, and the ICS System, marketed primarily in the United States. The        
Grosse & Kempf system is a locking nail system that is used throughout the      
world. For the treatment of fractures of the femur, Howmedica offers the        
Gamma Locking Nail, a device designed to improve both the procedure and         
prognosis for all grades of fractures through increased strength and            
stability. Utilized in a wide range of fracture applications (including the     
small bones of the hand and foot, long bones and knuckles), the Universal       
Compression Screw offers a unique level of controlled compression as well as    
greater freedom to select an appropriate length preoperatively and refinement   
of compression intraoperatively.  The Alta IM Rodding System is utilized in     
the treatment of a wide variety of long bone fractures, providing the           
increased strength and flexibility of titanium alloy.                           

Howmedica's external fixation products include the Hoffman II modular 
fixation system, the Monotube Triad unilateral fixation system, the Apex        
system of pins and the Monticelli-Spinelli circular fixator. The Hoffmann II    
system includes a spring-loaded snap-fit mechanism that allows the connection   
of rods or pins providing for versatile intraoperative management and           
stability. Apex pins have been developed for use with the Hoffmann system,      
utilizing a specialized design and U-shaped thread profile which increase       
bone contact and reduce both insertion time and the axial force required to     
insert the pins. Monticelli-Spinelli offers circular frame components for       
small wire fixation and is fully compatible with other Howmedica external       
fixation system components. The Monotube design consists of a dynamic axial     
fixator designed to maintain rotational and angular stability while allowing    
the bone to share the load in the axial plane.                                  

Osteo trauma products include compression hip screws and interlocking 
compression nails used for bone fixation in fracture cases.  Sold in more       
than 50 countries, the largest markets for Osteo products have been in Europe   
and the Far East.                                                               

Spinal Implants                                                                 
---------------                                                                 

Spinal implants are systems comprised of plates, rods, and screws, and
are often used in conjunction with bone grafts to relieve back pain. Through    
Dimso, the Company designs and manufactures spinal implant systems for use by   
physicians in the treatment of degenerative spinal diseases and the             
stabilization of the spine in trauma cases. The Company began marketing the     
Dimso spinal implant system in the United States during 1995 and initiated      
the sale of the Top-Loading Connector and the Cross Connector during 1997.      
The Equinox Cervical Plate, designed to provide compression on bone graft for   
anterior cervical fusion, was launched outside of the United States in 1998.    
The Ogival Intersomatic Cage, which was launched outside of the United States   
in 1996, is designed to restore disk height space and allow lumbar vertebrae    
to be fused to stabilize the spine.                                             

Under the Howmedica brand name, the Company offers two spinal systems,
the Bad WildungenMetz (BWM) and the Domino Roy Camille, both of which are       
currently marketed outside of the United States. The simple design of the BWM   
spine system permits a smaller implant, minimizing soft tissue interference     
while providing significant strength. The Domino Roy Camille system offers      
the flexibility of advanced technology in current plate designs while           
retaining the ease of use of traditional plating systems.                       

Bone Cement                                                                     
----------                                                                      

Howmedica's Simplex bone cement, a material used to secure cemented   
implants to bone, was first approved for domestic orthopaedic use in 1971.      
Howmedica manufactures several variations of Simplex bone cement to meet        
specific patient needs. Simplex AF, a bone cement developed for significant     
ease of mixing and high fatigue strength, is currently in clinical trials in    
the United States, while another formulation, antibiotic Simplex AKZ, is        
marketed outside the United States.                                             

MEDICAL AND SURGICAL EQUIPMENT                                                  

Medical and Surgical Equipment products include powered surgical      
instruments, endoscopic systems, medical video imaging equipment and patient    
care and handling systems. These products are designed and manufactured by      
Stryker Instruments, Stryker Endoscopy, Stryker Medical and Leibinger.          

Stryker Instruments                                                             
-------------------                                                             

Stryker Instruments products include a broad line of powered surgical 
drills, saws, fixation and reaming equipment as well as other surgical          
instruments that are used by physicians for drilling, burring, rasping or       
cutting bone, wiring or pinning bone fractures and preparing hip or knee        
surfaces for the placement of artificial hip or knee joints. Stryker            
Instruments manufactures hundreds of different-sized and different-shaped       
drill bits, burrs, blades, chisels and other attachments for use by             
orthopaedic physicians. Stryker Instruments System 4000 Heavy-Duty Battery-     
Powered Instrument is the next generation battery powered instrument system     
that provides surgeons with a complete line of heavy-duty instruments that      
are powerful, precise and maneuverable.                                         

Utilized in conjunction with joint replacement surgery, the Advanced  
Cement Mixing System greatly reduces the risk that air bubbles will weaken      
the long-term bond between the implant and surrounding bone. SurgiLav Plus is   
a disposable, self-contained pulsed lavage system that is used by physicians    
to cleanse the surgical site during total joint arthroplasty. The CBC II        
System is a post-operative wound drainage and blood reinfusion device that      
enables joint replacement patients to receive their own blood rather than       
donor blood. As part of a broad surgical product portfolio, Stryker also        
markets the Steri-Shield Personal Protection System, combining a helmet, hood   
and gown to help provide protection for operating room personnel against        
contact with infectious bodily fluids and harmful microorganisms during         
surgery.                                                                        

Stryker Endoscopy                                                               
-----------------                                                               

  Stryker Endoscopy products include medical video cameras, light sources,
arthroscopes, laparoscopes, powered surgical instruments and disposable         
suction/irrigation devices. Stryker Endoscopy has established a position of     
technology leadership in the production of video cameras for use in endoscopy   
procedures.  In 1998, Stryker launched the first voice activated video          
system, which was co-developed with Computer Motion Inc.  The system allows     
the surgeon to control the major components of the video system, including      
the camera, lightsource, insufflator, SE5 Shaver System and documentation       
equipment through voice commands.  The system improves efficiency and gives     
the surgeon increased control of the equipment.  Stryker also markets a low-    
cost, single-chip camera with procedure-specific head configurations as well    
as a broadcast quality 3-chip camera, which has a programmable three-function   
feature allowing the surgeon to control documentation equipment and picture     
quality from the surgical site. Stryker Endoscopy rigid scopes range in         
diameter from 2.3 millimeters to 10 millimeters, containing a series of         
precision lenses as well as fiber optics which allow the physician to view      
internal anatomy extremely clearly.                                             

Stryker Endoscopy also manufactures a disposable suction irrigation   
device that allows the surgeon to irrigate tissue, remove fluid through a 5     
millimeter or 10 millimeter portal and cauterize tissue. The product is self-   
contained, eliminating the need for any additional equipment within the         
operating room. The Y-Tube provides a working channel for standard, 5           
millimeter laparoscopic instruments while simultaneously allowing for suction   
and irrigation from the same port.                                              

The Stryker Instruments and Styker Endoscopy product portfolios both  
include micro-powered tools and instruments that are used in orthopaedics,      
craniomaxillofacial surgery, functional endoscopic sinus surgery,               
neurosurgery, spinal surgery and plastic surgery. The Total Performance         
System (TPS), released in 1996, is a universal surgical system that can be      
utilized within several medical specialties. The TPS Universal Drill and TPS    
Burs are designed for use by spine surgeons and neurosurgeons, while the TPS    
MicroDriver and TPS Sagittal Saw are designed for use by sports-physicians      
and plastic surgeons. The TPS System is also compatible with the SE5 Shaver     
System. The Hummer 2 MicroDebrider System is a powered instrument which         
incorporates new irrigation capabilities and specialized cutters, eliminating   
the need for over half of the instruments otherwise required for sinus          
surgery.                                                                        

Stryker Medical                                                                 
---------------                                                                 

Stryker Medical is a market leader in specialty stretcher products,   
offering some 30 different types of stretchers customized to fit the needs of   
acute care and specialty surgical care facilities.  Stryker Medical produces    
beds which are also designed to fit the unique needs of specialty departments   
within the acute care environment.  The Secure medical/surgical bed addresses   
the changing needs of an aging population.  The Secure bed is lower to the      
ground and has siderails designed to help patients. The Secure bed also         
utilizes center-of-gravity technology to help prevent patient falls.            
Specifically, the system alarms when more than 50% of the patients body         
weight extends beyond the built-in safety limits. Stryker Medical has a         
complete line of  ICU beds for critical care and step-down units.  The beds     
incorporate advanced features that enable staff members to weigh patients       
accurately and to take chest x-rays without moving patients from their beds.    
Stryker Medical also offers the StryKair pressure relief mattress as an         
option with its frame.  This advanced mattress offers pressure relief and       
shear reduction supporting good patient care.                                   

Stryker Medical developed the Rugged EZ-PRO ambulance cot in 1998 to  
expand their presence in the Emergency Medical Service (EMS) market.  The EZ-   
PRO compliments the Rugged MX-PRO introduced in 1997 and enhances Stryker       
Medical's reputation for durability and low maintenance established by the      
original product line. Ergonomically designed, the Rugged MX-PRO combines       
durability with a lighter, narrower frame, making it one of the most mobile     
ambulance cots in the medical industry.  The Rugged EZ-PRO, with its easy       
loading system, reduces the number of EMS professionals required to load the    
ambulance cot.                                                                  

Leibinger                                                                       
---------                                                                       

Leibinger manufactures plate and screw systems for craniomaxillofacial
surgery to repair small bones in the hands, face and head. The Wurzburg brand   
represents the first broadly marketed titanium plating system, while the        
Micro product line represents the first titanium micro system utilized in the   
industry. Leibinger also produces neurosurgery products that are marketed       
under the F.L. Fischer brand and include two types of headframe systems, the    
RM polar coordinates and the ZD arc radius systems. As part of the              
neurosurgery product portfolio, Leibinger markets hardware and software         
designed to perform (i) preoperative localization and planning for              
neurological procedures (ii) implants of radioactive elements to eliminate      
brain tumors and (iii) radiosurgery.                                            

Leibinger also markets BoneSource, a patented bone substitute material
based on an exclusive license from the American Dental Association Health       
Foundation. BoneSource is self-setting, sculptable and extremely effective in   
filling bone defects as a result of its ability to form a paste in seconds      
and harden quickly. In 1996, BoneSource received FDA clearance for use in       
treating cranial defects, contiguous cuts and burn holes. In 1997, BoneSource   
also received FDA clearance for facial augmentation, which expands the          
application into cosmetic procedures.                                           

PHYSICAL THERAPY SERVICES                                                       

Physiotherapy Associates provides physical, occupational and speech   
therapy services to patients recovering from orthopaedic or neurological        
illness and injury through a network of 222 outpatient physical therapy         
centers in 23 states and the District of Columbia.  Physiotherapy Associates    
works closely with referring physicians to design and execute rehabilitation    
protocols resulting in quick recoveries for professional and amateur            
athletes, injured workers and other patients.                                   

Product Development                                                             
-------------------                                                             

Most of the Company's products and product improvements have been     
developed internally.  In addition, the Company maintains close working         
relationships with physicians and medical personnel in hospitals and            
universities who assist in product research and development.  New and           
improved products play a critical role in the Company's sales growth.  The      
Company continues to place emphasis on the development of proprietary           
products and product improvements to complement and expand its existing         
product lines.  The Company has a decentralized research and development        
focus with manufacturing divisions responsible for new product development      
and product improvements.  Research, development and engineering functions at   
the manufacturing divisions maintain relationships with distribution            
divisions and customers to understand changes in the market and product         
needs.                                                                          

Total expenditures for product research, development and engineering  
were $61,060,000 in 1998, $56,895,000 in 1997 and $56,870,000 in 1996.  The     
foregoing do not include expenditures related to the Howmedica business prior   
to December 5, 1998.  The Company's research, development and engineering       
expenses represent the continued development of the Company's OP-1 Bone         
Growth Device discussed below and the Company-wide focus on new product         
developments.  The Company also continues the development of a new spinal       
technology purchased as part of Howmedica to be used in the treatment of        
spinal disorders.  Recent new product introductions include the development     
of implant, spinal and trauma designs (in 1998 the Scorpio Cruciate Retaining   
Knee System and Equinox Cervical Plate were introduced, while the Scorpio       
Posterior Knee System, BOS Trauma System and the Osteo Hip Screw System were    
introduced in 1997 and the Ogival Intersomatic Cage for spinal surgery was      
introduced in 1996) and further enhancements to instrumentation related to      
knee replacement procedures, including development of the Passport knee         
instruments in 1996.  In 1998, the Company completed enrollment in the first    
investigational study on contemporary ceramic-on-ceramic bearing surfaces in    
the United States.  The study encompasses 500 patients for which clinical       
data will be collected and analyzed for the next several years.  New products   
at Stryker Endoscopy and Stryker Instruments include the development of         
advanced powered instruments and video technology (the System 4000 (the next    
generation battery powered instrument system) and the Quantum 5000 introduced   
in 1998, the SE Sagittal Saw and the 882TE 3-Chip Camera System introduced in   
1997, the TPS advanced micro-powered instrument set, the 882 3-Chip Camera      
System, the Hummer 2 Micro Debrider System and several new arthroscopy          
instruments introduced in 1996) and the development of new specialized          
operating room equipment (the InterPulse System lightsource and the Hermes      
video control system introduced in 1998, the Steri-Shield Turbo 3 Helmet        
introduced in 1997 and the Advanced Cement Mixing System, introduced in         
1996).  The Medical Division has developed new patient handling equipment       
(the EZ-Pro Ambulance Cot introduced in 1998, the FirstCare maternity bed and   
the 6080 MX-PRO Rugged Ambulance Cot introduced in 1997 and the Complete Care   
2025 ICU Bed introduced in 1996).                                               

In 1991, the Company received FDA approval to begin human clinical    
trials of its OP-1 Bone Growth Device, which was developed in collaboration     
with Creative BioMolecules, Inc. ("Creative") as part of a long-term research   
program funded by Stryker since 1985.  This device is composed of recombinant   
human osteogenic protein-1 (OP-1) and a bioresorbable collagen matrix.  OP-1    
is naturally present in the human body and directs a cascade of cellular        
events that result in bone growth.  In preclinical studies, OP-1 induced the    
formation of new bone when implanted into bony defect sites.  In addition,      
results from early-stage animal trials of OP-1 in cartilage repair have been    
encouraging.  The initial human clinical study, which began in 1992, compares   
the efficacy of the OP-1 Bone Growth Device to autografts (the current          
standard bone graft procedure for the treatment of tibial non-union             
fractures, which uses bone chips removed from a patient's hip in a second       
operation) in the repair of non-union fractures of the tibia.  The patients     
involved in the trial all suffered tibial fractures that showed no evidence     
of healing at least nine months from the initial injury and at least three      
months after any prior surgical intervention.  Patients received either the     
OP-1 Bone Growth Device or autograft bone on a random basis.  In 1995, the      
FDA allowed the Company to enlarge the scope of the clinical trials for         
expanded indications of non-union fractures in all long bones.  During 1996,    
the surgical procedures on the 122 patients in the Company's tibial non-union   
clinical trial were completed and, in 1997, the Company began the collection    
and analysis of the data from the clinical trial. The study demonstrated that   
the OP-1 Bone Growth Device patients had comparable clinical success to the     
autograft patients without the need for a second invasive procedure to          
harvest autograft from the hip.  There were three prospectively determined      
clinical trial outcomes defined in the study:  weight-bearing; level of pain    
with weight-bearing; and radiographic assessment of cortical and/or             
trabecular bridging.  The study design predicted 80% success at nine months     
post-surgery.  Both the OP-1 and autograft groups met this prediction for the   
clinical outcomes of weight-bearing and pain and both groups had comparable     
results.  The blinded radiographic assessment by an independent panel of        
radiologists showed that neither group achieved the 80% criteria for            
bridging, although bridging was higher for the autograft group.                 

The first module of the Pre-Market Application (PMA) for Pre-Clinical 
results was completed and accepted by the FDA in 1998.  The Company also        
submitted a second module for Manufacturing during 1998 and anticipates         
filing the Clinical module and completing the PMA in 1999.  However, the        
Company can give no assurance that the filing will not be further delayed or    
that the Manufacturing and Clinical modules will be accepted by the FDA         
staff.  If the PMA application is accepted, the FDA staff may determine to      
submit it to a panel of industry and medical experts who will review the PMA    
application and make a recommendation to the FDA.  The FDA staff must also      
inspect the Company's OP-1 manufacturing facilities and conduct an audit of     
the clinical sites.  If the inspection and audit are acceptable and there is    
a positive recommendation by the panel, the FDA may grant a PMA allowing the    
OP-1 Bone Growth Device to be marketed in the United States for certain         
approved uses.  Further clinical testing and PMA fillings would be necessary    
to expand the approved uses of the product.  The Company is also preparing      
the necessary filings to seek approval of the OP-1 Bone Growth Device for       
certain uses in the European market, which it anticipates filing during 1999.   
The Company cannot predict the timing of the regulatory process and there can   
be no assurance that required inspection and audits will be acceptable to the   
FDA or that approval will be obtained for any use of the OP-1 Bone Growth       
Device.                                                                         

The surgical procedures for several pilot human clinical trials in    
Europe in cases involving trauma, spine, and oral/maxillofacial indications     
were completed in 1996 and a fresh fracture trial was initiated in Canada in    
1997.  A pilot study of periodontal defects was initiated in the United         
States in 1998.                                                                 

Stryker owns the patents on its osteogenic protein technology and has 
exclusive worldwide rights under those patents to develop, market and sell OP-  
1 for treatment, repair or replacement of bone and joint tissue.  Creative      
has an exclusive license to the technology for use in other applications.       
Stryker and Creative are obligated to pay royalties to the other on its sales   
of OP-l based products.                                                         

The Company has a royalty-free cross license agreement with Genetics  
Institute, Inc., a wholly owned subsidiary of American Home Products            
Corporation, which holds patents covering a molecule different from OP-1 that   
may produce similar effects and is conducting pilot and pivotal clinical        
trials of its molecule in similar indications on a global basis.  The           
agreement will enable Stryker to commercialize OP-1 unencumbered by patent      
litigation with this competitor.  Others are also attempting to develop         
osteogenic proteins and bioresorbable carriers for the treatment, repair or     
replacement of bone and joint tissue.  These other companies have filed and     
obtained patents in the U.S. and elsewhere claiming such compounds and          
methods of making them and using them and may in the future file and obtain     
other such patents.  The Company can provide no assurance that it will not      
need a license under one or more of those patents to further expand the OP-1    
program or whether such licenses will be available.                             

The purchase of the manufacturing rights, facilities and process      
development effort for the Company's OP-1 bone growth device in November 1998   
effects the end of the research and developments agreement Stryker has had      
with Creative since 1985.                                                       

During 1998, the Company entered into an exclusive collaboration      
agreement with the Musculoskeletal Transplant Foundation (MTF) to develop       
combination OP-1 and allograft products.  Combined product of OP-1 and          
allograft may have added clinical value in indications such as spine fusions    
in the future.                                                                  

Marketing                                                                       
---------                                                                       

Most of the Company's products are marketed in the United States      
directly to more than 5,000 hospitals, and to doctors and other health care     
facilities, by the Company's sales force consisting of 1,010 salespersons.      
Stryker maintains separate and dedicated sales forces for each of its           
principal product lines to provide focus and a high level of expertise to       
each medical specialty served.  Certain products, primarily orthopaedic         
implants, are sold to hospitals in the United States through both direct        
sales forces and independent dealer organizations.                              

Approximately 35% of the Company's domestic revenues in 1998 were     
accounted for by sales to hospital cooperative buying groups and other large    
national accounts and 1% by sales to the Veterans Administration and other      
hospitals operated by the Federal government.                                   

 International sales accounted for 34% of total revenues in 1998.  Since
a higher percentage of Howmedica's sales have historically been to              
international markets, this percentage is expected to increase in the future.   
The Company's products are sold in over 100 foreign countries, through more     
than 830 local dealers, whose efforts are coordinated by approximately 1,340    
sales and marketing personnel and through direct sales efforts.  Stryker        
distributes its products through sales subsidiaries and branches with offices   
located in Australia, Belgium, Canada, Chile, Finland, France, Germany, Hong    
Kong, Italy, Japan, Mexico, The Netherlands, Poland, Spain, Switzerland and     
the United Kingdom.  Stryker exports products to dealers and to customers in    
China, the CIS (former Soviet Union), India, Korea, Latin America, Malaysia,    
the Middle East, Singapore and Taiwan.  Additional information regarding the    
Company's foreign and domestic operations and sales appearing in "Note 12 -     
Segment and Geographic Data" on page 57 of the 1998 Annual Report is            
incorporated herein by reference.                                               

  The Company's business is generally not seasonal in nature; however, the
number of orthopaedic surgeries is lower during the summer months.              

Competition                                                                     
-----------                                                                     

The Company is one of four leading competitors in the U.S. market for 
orthopaedic reconstructive products, the others being J&J DePuy Orthopedics     
(a subsidiary of Johnson & Johnson), Zimmer, USA Inc. (a subsidiary of          
Bristol-Myers, Squibb, Inc.) and Biomet, Inc. While competition abroad varies   
from area to area, the Company believes it is also a leading factor in the      
international markets, with these same companies being its principal            
competitors.                                                                    

In the international market for spinal implants, the Company is one of
the four market leaders through its Dimso SA subsidiary, with the principal     
competitors being Medtronic Sofamor Danek, Inc. (a subsidiary of Medtronic,     
Inc.), DePuy AcroMed (a subsidiary of Johnson & Johnson) and the Synthes        
companies.  The Company entered the U.S. market for spinal implants during      
1995 and faces competition from these and other companies.                      

 In the powered surgical instruments market, Stryker is one of the three
market leaders, with the principal domestic competitors being Linvatec, Inc.    
(a subsidiary of Conmed Corporation) and Midas-Rex, Inc (a subsidiary of        
Medtronic, Inc.).  These companies are also competitors in the international    
markets, along with Aesculap-Werke AG, a large European manufacturer.           

  In the arthroscopy market, the Company considers itself to be one of the
three market leaders, with the principal competitors being Smith & Nephew       
Endoscopy (a division of Smith & Nephew PLC) and Linvatec, Inc. (a subsidiary   
of Conmed Corporation).  In the laparoscopic imaging products market, the       
Company considers itself to be one of the four market leaders, with the         
principal competitors being Karl Storz GmbH & Co. (a German company),           
Circon Corporation (a subsidiary of Maxxim Medical Inc.) and Olympus Optical    
Co. Ltd. (a Japanese company).                                                  

 The Company's primary competitor in the hospital bed market is Hill-Rom
(a division of Hillenbrand Industries).  In the specialty stretcher market,     
the primary competitors are Hausted, Inc. (a subsidiary of Steris               
Corporation), Hill-Rom and Midmark Corporation.  In the ambulance cot market,   
Ferno-Washington is the primary competitor.                                     

In the outpatient physical and occupational rehabilitation market, the
Company's primary competitors are physician-owned independent practices and     
hospital-based services, in addition to other national rehabilitation           
companies, including HealthSouth Corporation and NovaCare, Inc.                 

 The Company believes that several companies are engaged in the research
and development of morphogenic proteins for the repair of hard and soft         
tissues that would compete with the Company's OP-1 Bone Growth Device,          
including Genetics Institute, Inc. (a subsidiary of American Home Products      
Corporation), which has begun human clinical trials of a recombinant bone       
morphogenetic protein for repair of orthopaedic and other skeletal defects.     
A number of other companies currently provide various other therapies,          
including allografts, bone fillers and electrical stimulation devices for the   
treatment, repair or replacement of bone and joint tissue.  The Company         
believes that its OP-1 Bone Growth Device, which is currently in clinical       
trials, would ultimately compete with these products and traditional            
therapies, such as autografts.                                                  

The principal factors that the Company believes differentiate its     
products in these highly competitive markets and enable it to compete           
effectively are innovative products, reliability, service and reputation.       
The Company is not able to predict the effect that continuing efforts to        
reduce health care expenses generally and hospital costs in particular will     
have on the future sales of its products or its competitive position.  (See     
"Regulation and Product Quality.")  The Company believes that its competitive   
position in the future will depend to a large degree upon the new products      
and improvements in existing products it is able to develop.  While the         
Company does not consider patents a major factor in its overall competitive     
success, patents and trademarks are significant to the extent that a product    
or attribute of a product represents a unique design or process.  Patent or     
trademark protection of such products restricts competitors from duplicating    
these unique product designs and features.  Stryker seeks to obtain patent      
protection whenever possible on its products.  The Company currently has        
approximately 490 U.S. patents and 940 foreign patents.                         

Manufacturing and Sources of Supply                                             
-----------------------------------                                             

The Company's manufacturing processes consist primarily of precision  
machining, metal fabrication and assembly operations and the forging and        
investment casting of cobalt chrome and finishing of cobalt chrome and          
titanium.  Approximately 15% of the Company's cost of sales in 1998             
represented finished products that were purchased complete from outside         
suppliers.  The Company also purchases parts and components, such as            
forgings, castings, gears, bearings, casters and electrical components, and     
uses outside sources for certain finishing operations, such as plating,         
hardening and coating of machined components and sterilization of certain       
products.  The principal raw materials used by the Company are stainless        
steel, aluminum, cobalt chrome and titanium alloys.  In all, purchases from     
outside sources were approximately 40% of the total cost of sales in 1998.      

While the Company relies on single sources for certain purchased      
materials and services, it believes alternate sources are available if          
needed.  The Company has not experienced any significant difficulty in the      
past in obtaining the materials necessary to meet its production schedules.     

Products manufactured by the Company's Medical Division are generally 
assembled to order, while other products are stocked in inventory.              

Regulation and Product Quality                                                  
------------------------------                                                  

The Medical Device Amendments of 1976 to the Federal Food, Drug and   
Cosmetic Act, the Safe Medical Devices Act of 1990, and regulations issued or   
proposed thereunder, provide for regulation by the FDA of the design and        
manufacture of medical devices, including most of the Company's products.       

The FDA's "Good Manufacturing Practices" and "Quality System"         
regulations set forth standards for the Company's product design and            
manufacturing processes require the maintenance of certain records and          
provide for inspections of the Company's facilities by the FDA.  There are      
also certain requirements of state, local and foreign governments, which must   
be complied with in the manufacturing and marketing of the Company's            
products.  The Company believes that the manufacturing and quality control      
procedures it employs meet the requirements of these regulations.               

Most of the Company's new products fall into FDA classifications that 
require notification of and review by the FDA before marketing (submitted as    
a 510(k)). The Company's OP-1 Bone Growth Device requires extensive clinical    
testing, consisting of safety and efficacy studies, followed by a PMA           
application (see "Product Development").                                        

Stryker also is subject to the laws that govern the manufacture and   
distribution of medical devices of each country in which the Company            
manufactures or sells products.  The member states of the European Union        
("EU") have adopted the European Medical Device Directives, which create a      
single set of medical device regulations for all EU member countries.  These    
regulations require companies that wish to manufacture and distribute medical   
devices in EU member countries to obtain Community European ("CE") marks for    
their products.  Stryker has authorization to apply the CE mark to its hip,     
knee, upper extremity, spinal implant and trauma products, and its Endoscopy,   
Instruments and Medical Division products.                                      

Government agencies and legislative bodies in the United States and   
other countries are considering various proposals designed to hold down         
increases in health care costs.  It is impossible to predict at this time the   
long-term impact of such cost containment measures on the Company's future      
business.                                                                       

Employees                                                                       
---------                                                                       

At December 31, 1998, the Company had 10,974 employees worldwide,     
including 4,559 involved in manufacturing, warehousing and distribution         
operations, 2,555 in marketing and sales, 582 in research, development and      
engineering, 934 providing physical, occupational and speech therapy and the    
balance in general management and administration.  Approximately 1,790          
employees are covered by collective bargaining agreements.  Labor agreements    
covering a substantial number of such employees expire in 1999.  The Company    
believes that its employee relations are satisfactory.                          

ITEM 2.   PROPERTIES                                                            

The Company has the following properties:                                       
                                                              Square  Owned/
  Facility                               Location              Feet   Leased
_____________________________________   _________________      _______  ______  

Manufacturing, warehousing and                                                  
distribution facilities for                                                   
orthopaedic implant business           Rutherford, New Jersey  187,000 Owned  
and administrative offices             Rutherford, New Jersey  217,000 Leased 
for Howmedica Osteonics:               Allendale, New Jersey   146,000 Leased 

Manufacturing, warehousing and                                                  
distribution facility for surgical                                            
instruments products and                                                      
administrative offices for Stryker                                            
Instruments division:                  Portage, Michigan       226,000 Owned  

Manufacturing facility for trauma                                               
products and administrative offices                                           
for Howmedica GmbH:                    Kiel, Germany           173,000 Owned  

Manufacturing, warehousing and                                                  
distribution facilities for beds,                                             
stretchers and furniture and                                                  
administrative offices for Stryker     Portage, Michigan       154,000 Owned  
Medical division:                      Kalamazoo, Michigan      86,000 Owned  

Manufacturing facility for hip and                                              
knee products and administrative                                              
offices for Howmedica International                                           
S. de R.L.:                            Limerick, Ireland       128,000 Owned  

Manufacturing, warehousing and                                                  
distribution facility for endoscopy                                           
business and administrative offices    Santa Clara,                           
of Stryker Endoscopy division:         California              110,000 Leased 

Manufacturing, warehousing and                                                  
distribution facility for                                                     
craniomaxillofacial surgery                                                   
plate and screw systems and            Freiburg, Germany        85,000 Owned  
administrative offices for Leibinger:  Stetten, Germany         36,000 Owned  

Manufacturing facility for surgical                                             
instruments and endoscopy business:    Arroyo, Puerto Rico      98,000 Leased 

Manufacturing facility for hip and                                              
knee products and administrative                                              
offices for Howmedica                                                         
Beteilgungs GmbH:                      Herouville, France       85,000 Owned  

Manufacturing, warehousing and                                                  
distribution facilities for trauma                                            
and orthopaedic products and                                                  
administrative offices for Osteo AG:   Selzach, Switzerland     63,000 Owned  

Manufacturing, warehousing and                                                  
distribution facility for beds                                                
and furniture in Canada:               Quebec, Canada           51,000 Owned  

Manufacturing, warehousing and                                                  
distribution facility for                                                     
surgical instruments products:         Carrigtwohill, Ireland   43,000 Owned  

Manufacturing facility for trauma                                               
products and administrative offices                                           
for Jaquet Orthopedie SA:              Geneva, Switzerland      42,000 Owned  

Manufacturing, warehousing and                                                  
distribution facility for                                                     
orthopaedic implant business:          Carrigtwohill, Ireland   35,000 Owned  

Manufacturing and warehousing facilities                                        
for spinal implant products and        Bordeaux, France         22,000 Owned  
administrative offices for Dimso SA:   Bordeaux, France          5,000 Leased 

Manufacturing and research facilities   West Lebanon,            55,000 Leased  
for OP-1 and administrative offices    New Hampshire                          
for Stryker Biotech:                                                          
                                      Hopkinton,               31,000 Leased
             Massachusetts

                                      Wilder, Vermont           9,000 Leased
                                      Natick, Massachusetts     7,000 Leased

Warehousing and administrative offices  Osaka, Japan            147,000 Owned   
for Japan division:                    Osaka, Japan             29,000 Leased 
                                      Tokyo, Japan              9,000 Leased

Warehousing and distribution facility                                           
for orthopaedic implant business:      Shannon, Ireland         67,000 Leased 

Warehousing and distribution facility for                                       
craniomaxillofacial surgery plate and screw                                   
systems and administrative offices for                                        
Leibinger:                             Carrollton, Texas*       30,000 Leased 

Warehousing and distribution facility                                           
for orthopaedic implant business:      Cordova, Tennessee       32,000 Leased 

222 physical therapy clinics located                                            
throughout the United States:          United States           765,000 Leased 

Domestic sales and administrative                                               
offices throughout the United States:  United States           195,000 Leased 

Sales, warehousing and                                                          
administrative offices                 Europe                   30,000 Owned  
throughout Europe:                     Europe                  367,000 Leased 

Sales branches including warehousing                                            
and sales facilities throughout        Japan                   161,000 Owned  
Japan:                                 Japan                    50,000 Leased 

Sales, warehousing and                                                          
administrative offices throughout                                             
Asia, excluding Japan:                 Asia                     65,000 Leased 

Sales, warehousing, distribution and                                            
administrative offices for Stryker     Burlington, Canada       13,000 Leased 
Canada:                                Guelph, Canada           20,000 Owned  

Sales, warehousing and                                                          
administrative offices for Stryker                                            
Latin America throughout Latin                                                
America:                               Latin America            22,000 Leased 

Administrative offices for Physiotherapy                                        
Associates located in Memphis,                                                
Tennessee:                             Memphis, Tennessee       17,000 Owned  

Administrative offices for                                                      
Stryker Corporation:                   Kalamazoo, Michigan      15,000 Leased 

*  Facility to be closed in 1999.                                               

ITEM 3.   LEGAL PROCEEDINGS                                                     

The Company is a defendant and plaintiff in various legal actions     
arising in the normal course of business.  The Company does not anticipate      
material losses as a result of these actions beyond amounts already provided    
for.                                                                            

In September 1996, the United States Court of Appeals for the Federal 
Circuit affirmed the 1995 decision of the Federal District Court for the        
Eastern District of New York awarding the Company damages, attorney fees and    
interest for infringement of the Company's U.S. patent on its Omniflex Hip      
System.  A petition for rehearing or rehearing en banc was denied by the        
Federal Circuit Court in December 1996 and the Company was paid $77,600,000.    
The Company recognized a pre-tax gain, net of related legal fees and other      
expenses of $61,094,000.                                                        

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                   

Not applicable.                                                       

EXECUTIVE OFFICERS                                                              

Certain information with respect to the executive officers of the     
Company is set forth in Item 10 of this report.                                 

PART II 

ITEM 5.   MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED                 
STOCKHOLDER MATTERS                                         

The Company's Common Stock is traded on the New York Stock Exchange   
under the symbol SYK.  Prior to July 24, 1997, the Company's Common Stock was   
traded in the over-the-counter market on The Nasdaq Stock Market.  Quarterly    
stock prices appearing under the caption "Summary of Quarterly Data" on page    
60 of the 1998 Annual Report and dividend information for the years ended       
December 31, 1998 and 1997 under the caption "Ten-Year Review" on pages 32      
and 33 of the 1998 Annual Report are incorporated herein by reference.  The     
Company's Board of Directors intends to consider a year-end cash dividend       
annually at its December meeting.                                               

Stryker has restrictive covenants in its bank credit agreement that   
place limitations on increases in dividend payments and prohibit repurchases    
of Common Stock.                                                                

In December 1998 and January 1999, the Company issued an aggregate of 
255,605 shares of its Common Stock to certain non-United States persons in      
exchange for an equivalent number of shares of Matsumoto Medical Instruments,   
Inc., a corporation organized under the laws of Japan that was 76.8% owned by   
the Company prior to such transactions ("MMII"), in an offshore transaction     
pursuant to Regulation S promulgated under the Securities Act of 1933, as       
amended.  Additional shares of MMII stock were purchased from certain of such   
persons for cash.  As a result of these transactions, the Company's ownership   
percentage of MMII increased to 100%.  No underwriter or placement agent was    
used in connection with these transactions.                                     

On December 31, 1998, there were 3,061 stockholders of record of the  
Company's Common Stock.                                                         

ITEM 6.   SELECTED FINANCIAL DATA                                               

  The financial information for each of the five years in the period ended
December 31, 1998 under the caption "Ten-Year Review" on pages 32 and 33 of     
the 1998 Annual Report is incorporated herein by reference.                     

ITEM 7.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND       
RESULTS OF OPERATIONS                                       

 The information under the caption "Management's Discussion and Analysis
of Financial Condition and Results of Operations" on pages 34 through 39 of     
the 1998 Annual Report is incorporated herein by reference.                     

ITEM 7A. QUANTITATIVE AND QUALITATIVE DESCLOSURES ABOUT MARKET RISK             

 The information under the sub-caption "Other Matters" under the caption
"Management's Discussion and Analysis of Financial Condition and Results of     
Operations" on pages 38 and 39 of the 1998 Annual Report is incorporated        
herein by reference.                                                            

ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA                           

The consolidated financial statements of the Company and its          
subsidiaries and report of independent auditors included on pages 40 through    
60 of the 1998 Annual Report are incorporated herein by reference.              

 Quarterly results of operations appearing under the caption "Summary of
Quarterly Data" on page 60 of the 1998 Annual Report are incorporated herein    
by reference.                                                                   

ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND        
FINANCIAL DISCLOSURE                                          

Not applicable.                                                       

PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT                    

Information regarding the directors of the Company appearing under the
caption "Election of Directors" in the 1999 proxy statement is incorporated     
herein by reference.                                                            

Information regarding the executive officers of the Company appears   
below.  All officers are elected annually.  Reported ages are as of January     
31, 1999.                                                                       

John W. Brown, age 64, has been Chairman of the Board since January   
1981, and President and Chief Executive Officer of the Company since February   
1977.  He is also a director of Lunar Corporation, a medical products           
company, National City Corporation, a bank, Arthur D. Little, Inc., an          
international management consulting company, the Health Industry                
Manufacturers Association and The American Business Conference.                 

  J. Patrick Anderson, age 49, was appointed Assistant to the Chairman and
Vice President Business Development in October 1998.  Prior to joining the      
Company, he was Vice President of Business Development for SemaSys, Inc.        
where he led the company's strategic planning activities and the merger of      
two former competitors since 1996 and was General Manager of the Oklahoma       
division of SemaSys, Inc. since 1994.                                           

 Dean H. Bergy, age 39, was appointed Vice President, Finance in October
1998.  Previously he was Vice President, Finance of the Stryker Medical         
division since October 1996 and Controller of the Company from June 1994.       
Prior to joining the Company in June 1994, he was a Senior Manager with Ernst   
& Young LLP.                                                                    

Ronald A. Elenbaas, age 45, was appointed Group President, MedSurg in 
November 1998. Previously he was President of the Surgical Group from 1985      
and has been a Vice President of the Company since August 1983.  Previously     
he was the Director of Surgical Sales since May 1982.  Since joining the        
Company in September 1975 he has held various other positions, including        
Sales Representative, Marketing Product Manager, Plant Manager, Canadian        
Sales Director, Assistant to the President and Director of Customer             
Relations.                                                                      

  Christopher F. Homrich, age 39, was appointed Treasurer upon joining the
Company in April 1996.  He had previously been Assistant Treasurer at Ingram    
Industries Inc., a privately held corporation with business activities          
including wholesale distribution of microcomputer products, books and video     
cassettes, inland marine transportation, oil and gas wellhead manufacturing     
and insurance, since June 1991.                                                 

William T. Laube, III, age 59, was appointed President of Stryker     
Pacific Limited in 1985 and has been a Vice President of the Company since      
March 1979.  Since joining the Company in July 1975, he has held various        
international sales management positions.                                       

Edward B. Lipes, age 46, was appointed Group President of Howmedica   
Osteonics in November 1998 and has been a Vice President of the Company since   
May 1994.  He held the position of President, Osteonics Corp.  from August      
1989 and President, Physiotherapy Associates, Inc. upon joining the Company     
in April 1988.                                                                  

 Michael R. Mainelli, Jr., age 37, was appointed Representative Director
and President of Matsumoto Medical Instruments, Inc. in November 1997 and       
President of Nippon Stryker K.K. since November 1998 and has been a Vice        
President of the Company since joining the Company in April 1996.  He had       
previously spent twelve years with General Electric Company in manufacturing,   
marketing, and product line management positions.  Prior to joining the         
Company, he was most recently responsible for worldwide planning, development   
and marketing of magnetic resonance imaging products at GE Medical Systems.     

  John J. O'Mahony, age 53, was appointed Vice President of the Company in
February 1999 and Group President, Stryker International.  Prior to the         
Howmedica acquisition, he was President of the Howmedica division of Pfizer     
Inc. since March 1996.  He had previously been President of the Asia/Pacific    
division of Howmedica, based in Sydney, Australia, since 1992.                  

 David J. Simpson, age 52, was appointed Vice President, Chief Financial
Officer and Secretary upon joining the Company in June 1987.  He had            
previously been Vice President and Treasurer of Rexnord Inc., a manufacturer    
of industrial and aerospace products, since July 1985.                          

  Thomas R. Winkel, age 46, was appointed Vice President of Administration
of the Company in December 1998 and has been a Vice President of the Company    
since December 1984.  He had previously been President of Stryker               
Americas/Middle East since March 1992 and Vice President, Administration        
since June 1987.  Since joining the Company in October 1978, he has held        
various other positions, including Assistant Controller, Secretary and          
Controller.                                                                     

Jeffrey R. Winter, age 40, was appointed Controller upon joining the  
Company in October 1996. He had previously been a Senior Manager at Ernst &     
Young LLP, since October 1991.                                                  

ITEM 11.   EXECUTIVE COMPENSATION                                               

 Information regarding the compensation of the management of the Company
appearing under the captions "Director Compensation" and "Executive             
Compensation" in the 1999 proxy statement is incorporated herein by             
reference.                                                                      

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT        

  The information under the captions "Beneficial Ownership of More than 5%
of the Outstanding Common Stock" and "Beneficial Ownership of Management" in    
the 1999 proxy statement is incorporated herein by reference.                   

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                        

Not applicable.                                                       

PART IV 

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K       

(a)(1) and (2)- The response to this portion of Item 14                         
           is submitted as a separate section of this report following
the signature page.                             

(a)(3)- Exhibits                                                

    Exhibit 2 -  Plan of acquisition, reorganization, arrangement,
liquidation or succession.      

                  (i)  Form of Stock and Asset Purchase Agreement, dated as of
                    August 13, 1998, between Pfizer Inc. and the Company
            (the "Purchase Agreement") - Incorporated by
                  reference to Exhibit 2.1 to the Company's Form 8-K
dated December 22, 1998         
(Commission File No. 0-9165).   

     (ii) Form of Amendment No. 1, dated October 22,
                 1998, to the Purchase Agreement - Incorporated by
                  reference to Exhibit 2.2 to the Company's Form 8-K
               dated December 22, 1998 (Commission File No. 0-
9165).                          

Exhibit 3 -  Articles of Incorporation and By-Laws        
            (i) Restated Articles of Incorporation and amendment
                 thereto dated December 28, 1993 - Incorporated by
                    reference to Exhibit 3(i) to the Company's Form 10-K
    for the year ended December 31, 1993
(Commission File No. 0-9165).   

               (ii) By-Laws - Incorporated by reference to Exhibit 3(ii)
                to the Company's Form 10-Q for the quarter ended
           June 30, 1988 (Commission File No. 0-9165).

Exhibit 4 -  Instruments defining the rights of           
          security holders, including indentures-The
                Company agrees to furnish to the Commission upon
                   request a copy of each instrument pursuant to which
                  long-term debt of the Company and its subsidiaries
                    not exceeding 10% of the total assets of the Company
                 and its  consolidated subsidiaries is authorized.

          (i)  Form of Credit and Guaranty Agreement, dated as
               of December 4, 1998, among the Company, certain
               subsidiaries of the Company, as guarantors, the
                 Lenders named therein and certain other parties -
                Incorporated by reference to Exhibit 10.1 to the
          Company's Form 8-K dated December 22, 1998
(Commission File No. 0-9165).   

Exhibit 10 -  Material contracts                            
   (i)* 1998 Stock Option Plan - Incorporated by
                    reference to Exhibit 10(i) to the Company's Form 10-
                  Q for the quarter ended March 31, 1998 (Commission
File No. 0-9165).               

 (ii)*  Supplemental Savings and Retirement Plan
        (as Amended Effective January 1, 1996) -
                   Incorporated by Reference to Exhibit 10(iii) to the
                   Company's Form 10-K for the year ended December 31,
 1994 (Commission File No.0-9165).

 (iii)*  Description of bonus arrangements between
                   the Company and certain officers, including Messrs.
                  Brown, Elenbaas, Laube, Lipes, Mainelli, O'Mahony,
Simpson and Winkel.             

  Exhibit 11 - Statement re: computation of per share earnings
      (i)  "Note 9 - Earnings per Share" on page 53 of
           the Annual Report is incorporated herein by
reference.                      

Exhibit 13 - Annual report to security holders            
  (i)  Portions of the 1998 Annual Report that
     are incorporated herein by reference.

Exhibit 21 - Subsidiaries of the registrant               
(i) List of Subsidiaries.               

Exhibit 23 - Consents of experts and counsel              
(i) Consent of Independent Auditors.    

Exhibit 27 - Financial data schedule                      
             (i) Financial data schedule (included in EDGAR filing
only).                        

(b)  Reports on Form 8-K filed during the fourth quarter of 1998 and in 1999    
through the date of this report.                                      

(1) - Form 8-K dated December 22, 1998                      
                Item 2. - Acquisition or Disposition of Assets -
                  Acquisition of Howmedica, the orthopaedic division
of Pfizer Inc.                  

             Item 7. - Financial Statements and Exhibits -
                    Purchase Agreement and Credit and Guaranty Agreement
       related to the acquisition of Howmedica

(2) - Form 8-K dated January 12, 1999                       
                Item 9. - Sales of Equity Securities Pursuant to
                    Regulations - Issuance of 229,801 shares of $.10 par
              value common stock for an equivalent number of
             shares of Matsumoto Medical Instruments, Inc.

(3) - Form 8-K/A dated February 22, 1999                    
             Item 7. - Financial Statements and Exhibits -
               Financial Statements of Howmedica and pro forma
            financial information for the acquisition of
Howmedica                       

(c)  Exhibits - Exhibit Index appears on page 26 of this report.                

(d)  Financial statement schedules - The response to this portion of Item 14    
   is submitted as a separate section of this report following the signature
page.                                                                 

*compensation arrangement                                                       

SIGNATURES                                                                      

Pursuant to the requirements of Section 13 or 15(d) 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.                    

               STRYKER CORPORATION

Date:  3/31/99                        /s/ DAVID J. SIMPSON                      
                                 _____________________________________
                             David J. Simpson, Vice President,
                                   Chief Financial Officer and Secretary
                           (Principal Financial Officer)

             /s/ DEAN H. BERGY
                                 _____________________________________
                                  Dean H. Bergy, Vice President, Finance
                            (Principal Accounting Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934,  
this report has been signed below by the following persons on behalf of the     
registrant and in the capacities and on the dates indicated.                    

/s/ JOHN W. BROWN           3/31/99   /s/ DAVID J. SIMPSON           3/31/99    
-----------------------------------   --------------------------------------    
John W. Brown, Chairman, President    David J. Simpson, Vice President,         
and Chief Executive Officer           Chief Financial Officer and Secretary   
(Principal Executive Officer)          (Principal Financial Officer)        

/s/ HOWARD E. COX, JR.      3/31/99   /s/ DEAN H. BERGY              3/31/99    
-----------------------------------   --------------------------------------    
Howard E. Cox, Jr. - Director         Dean H. Bergy, Vice President, Finance    
                            (Principal Accounting Officer)

/s/ DONALD M. ENGELMAN      3/31/99   /s/ RONDA E. STRYKER           3/31/99    
-----------------------------------   --------------------------------------    
Donald M. Engelman, Ph.D. - Director  Ronda E. Stryker - Director               

/s/ JEROME H. GROSSMAN      3/31/99   /s/ WILLIAM U. PARFET          3/31/99    
-----------------------------------   --------------------------------------    
Jerome H. Grossman, M.D. - Director   William U. Parfet - Director              

/s/ JOHN S. LILLARD         3/31/99                                             
-----------------------------------                                             
John S. Lillard - Director                                                      

ANNUAL REPORT ON FORM 10-K

ITEM 14(a)(1) and (2), (c) and (d)

LIST OF FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULE 

CERTAIN EXHIBITS

FINANCIAL STATEMENT SCHEDULE

YEAR ENDED DECEMBER 31, 1998

STRYKER CORPORATION 
KALAMAZOO, MICHIGAN 

***************************************************************************     

FORM 10-K - ITEM 14(a)(1), (2) AND (d)

STRYKER CORPORATION AND SUBSIDIARIES

List of Financial Statements and Financial Statement Schedule 

The following consolidated financial statements of Stryker Corporation
and subsidiaries and report of independent auditors, included in the 1998       
Annual Report, are incorporated by reference in Item 8:                         

Report of independent auditors                              

Consolidated balance sheets - December 31, 1998 and 1997.   

Consolidated statements of earnings - years ended           
December 31, 1998, 1997 and 1996.                           

Consolidated statements of stockholders' equity - years     
ended December 31, 1998, 1997 and 1996.                     

Consolidated statements of cash flows - years ended         
December 31, 1998, 1997 and 1996.                           

   Notes to consolidated financial statements - December 31, 1998.

The following consolidated financial statement schedule of Stryker    
Corporation and subsidiaries is included in Item 14(d):                         

Schedule II - Valuation and qualifying accounts             

All other schedules for which provision is made in the applicable     
accounting regulation of the Securities and Exchange Commission are not         
required under the related instructions or are inapplicable and, therefore,     
have been omitted.                                                              

SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS   

STRYKER CORPORATION AND SUBSIDIARIES    

     Column A       Column B          Column C           Column D   Column E
________________  ___________  _______________________  _________  __________   
     Additions
     _______________________
                  Charged to
                  Balance at  Charged to        Other                  Balance
                   Beginning     Costs &     Accounts  Deductions       at End
  Description      of Period    Expenses     Describe    Describe    of Period
                                 (a)         (b)
________________  ___________  __________  ___________  __________  ___________ 

DEDUCTED FROM ASSET ACCOUNTS                                                    

Allowance for Doubtful Accounts                                                 

Year ended December 31, 1998                                                    

                 $11,700,000  $2,609,000  $10,483,000  $3,192,000  $21,600,000
                 ===========  ==========  ===========  ==========  ===========

Year ended December 31, 1997                                                    

                  $9,500,000  $4,565,000               $2,365,000  $11,700,000
                  ==========  ==========               ==========  ===========

Year ended December 31, 1996                                                    

                  $7,800,000  $3,865,000               $2,165,000   $9,500,000
                  ==========  ==========               ==========   ==========

(a) Increase resulting from acquisitions.                                       

(b) Uncollectible amounts written off, net of recoveries.                       

FORM 10-K - ITEM 14(c)  
STRYKER CORPORATION AND SUBSIDIARIES

EXHIBIT INDEX 
Exhibit                                                               Page*     
________________________________________________________________      ______    

(2)  Plan of acquisition, reorganization, arrangement, liquidation or           
succession.                                                           
(i) Form of Stock and Asset Purchase Agreement,                           
    dated August 13, 1998.                                        20**

(ii) Form of Amendment No.1 to the Purchase Agreement,                      
    dated October 22, 1998.                                       20**

(3)  Articles of incorporation and by-laws.                                     
(i) Restated Articles of Incorporation and amendment                      
   thereto dated December 28, 1993.                               20**

(ii) By Laws.                                                        20**   

(4)  Instruments defining the rights of security holders, including             
indentures.                                                           
(i) Form of Credit and Guaranty Agreement,                                
   dated December 4, 1998.                                        20**

(10) Material contracts.                                                        
(i)  1998 Stock Option Plan.                                        20**  

(ii)  Supplemental Savings and Retirement Plan                              
    (as Amended Effective January 1, 1996).                       20**

(iii)  Description of bonus arrangements between the Company                  
and certain officers, including Messrs. Brown,                
Elenbaas, Laube, Lipes, Mainelli, O'Mahony, Simpson           
  and Winkel.                                                   27

(11) Statement re: computation of per share earnings.                           
(i)  "Note 9 - Earnings per Share" on page 53 of the Annual Report is     
    incorporated herein by reference.                             21**

(13) Annual report to security holders.                                         
(i)  Portions of the 1998 Annual Report that are                          
    incorporated herein by reference.                             21**

(21) Subsidiaries of the registrant.                                            
(i)  List of Subsidiaries.                                          28    

(23) Consents of experts and counsel.                                           
(i)  Consent of Independent Auditors.                               30    

(27) Financial data schedule.                                                   
(i)  Financial data schedule (included in EDGAR filing only).             

*  Page number in sequential numbering system where such exhibit can be         
found, or it is stated that such exhibit is incorporated by reference.    

** Incorporated by reference in this Annual Report on Form 10-K                 

                                                     EXHIBIT (10)(iii)

DESCRIPTION OF BONUS ARRANGEMENTS           

The Company has entered into bonus arrangements with certain executive
officers for 1999, including Mr. Brown, Mr. Elenbaas, Mr. Laube, Mr. Lipes,     
Mr. Mainelli, Mr. O'Mahony, Mr. Simpson and Mr. Winkel, based on specific       
performance criteria including sales, profits and asset management.  The        
aggregate amount of such bonuses is not expected to exceed $3,000,000.          

                                                  EXHIBIT (21)

LIST OF SUBSIDIARIES    
(as of March 31, 1999)    

                                        State or Country
Name of Subsidiary                                  of Incorporation            
__________________________________________________  ____________________        

Benoist Girard & Cie SCA SAS                        France                      
Bertec Location Inc.                                Canada                      
Bertec Medical Inc.                                 Canada                      
Comptoir Hospitalier Orthopedique et Chirurgical    France                      
Diagnostic Treatment Rehabilitation Clinic Limited  United Kingdom              
Dimso Iberica SA                                    Spain                       
Dimso SA                                            France                      
Favro B.V.                                          The Netherlands             
Groupe Bertec Inc.                                  Canada                      
Howmedica Beteilgungs GmbH                          Germany                     
Howmedica GmbH                                      Germany                     
Howmedica Iberia SA                                 Spain                       
Howmedica International S. de R.L.                  Panama                      
Howmedica Leibinger GmbH & Co. KG                   Germany                     
Howmedica Leibinger Inc.                            Delaware                    
Howmedica Osteonics Corp.                           New Jersey                  
Jaquet Orthopedie SA                                Switzerland                 
Matsumoto Medical Instruments, Inc.                 Japan                       
Nettrick Ltd.                                       Ireland                     
Nippon Stryker KK                                   Japan                       
N.V. Stryker S.A.                                   Belgium                     
Osteo AG                                            Switzerland                 
Osteo Australia Pty. Limited                        Australia                   
Osteo France SARL                                   France                      
Osteo Holding AG                                    Switzerland                 
PA-Union LLC                                        Maryland                    
Pficonprod Pty. Ltd.                                Australia                   
Physiotherapy Associates, Inc.                      Michigan                    
Physiotherapy Associates UK Limited                 United Kingdom              
R.S. Network Inc.                                   Illinois                    
SMD Corporation                                     Michigan                    
Stryker AB                                          Sweden                      
Stryker A/S                                         Denmark                     
Stryker Australia Pty. Ltd.                         Australia                   
Stryker (Barbados) Foreign Sales Corporation        Barbados                    
Stryker Biotech B.V.                                The Netherlands             
Stryker Biotech France SARL                         France                      
Stryker B.V.                                        The Netherlands             
Stryker Canada Inc.                                 Canada                      
Stryker Canada LP                                   Canada                      
Stryker Capital B.V.                                The Netherlands             
Stryker China Limited                               Hong Kong                   
Stryker Corporation (Chile) y Compania Limitada     Chile                       
Stryker Corporation (Malaysia) Sdn. Bhd.            Malaysia                    
Stryker Deutschland Holding GmbH                    Germany                     
Stryker do Brasil Lda.                              Brazil                      
Stryker Far East, Inc.                              Delaware                    
Stryker Finance B.V.                                The Netherlands             
Stryker France SA                                   France                      
Stryker Hellas E.P.E.                               Greece                      
Stryker Holdings B.V.                               The Netherlands             
Stryker Iberia S.L.                                 Spain                       
Stryker IFSC Limited                                Ireland                     
Stryker International Inc.                          Delaware                    
Stryker Ireland Limited                             Ireland                     
Stryker Italia Srl                                  Italy                       
Stryker Korea Ltd.                                  Korea                       
Stryker Medical B.V.                                The Netherlands             
Stryker Mexico, S.A. de C.V.                        Mexico                      
Stryker Netherlands B.V.                            The Netherlands             
Stryker New Zealand Ltd.                            New Zealand                 
Stryker Osteonics (PTY) LTD.                        South Africa                
Stryker Osterreich GmbH                             Austria                     
Stryker Pacific Limited                             Hong Kong                   
Stryker Polska Sp.z.o.o.                            Poland                      
Stryker Portugal-Produtos Medicos Ltd.              Portugal                    
Stryker Puerto Rico Inc.                            Delaware                    
Stryker SA                                          Switzerland                 
Stryker Sales Corporation                           Michigan                    
Stryker Singapore Private Limited                   Singapore                   
Stryker Spain Holding, S.L.                         Spain                       
Stryker Technologies Corporation                    Michigan                    
Stryker U.K. Ltd.                                   United Kingdom              
Stryker-Osteo GmbH                                  Germany                     
Stryker-Osteonics SA                                Switzerland                 

Stryker Corporation directly or indirectly owns 100% of the outstanding         
voting securities of each of the above-named subsidiaries.                      

Stryker effectively controls:                                                   
Stryker India Medical Equipment Private Limited    India                      

                                                  EXHIBIT (23)

CONSENT OF INDEPENDENT AUDITORS 

  We consent to the incorporation by reference in this Annual Report (Form
10-K) of Stryker Corporation of our report dated February 9, 1999, included     
in the 1998 Annual Report to Stockholders of Stryker Corporation.               

Our audits also included the financial statement schedule of Stryker  
Corporation and subsidiaries listed in Item 14(a).  This schedule is the        
responsibility of the Company's management.  Our responsibility is to express   
an opinion based on our audits.  In our opinion, the financial statement        
schedule referred to above, when considered in relation to the basic            
consolidated financial statements taken as a whole, presents fairly, in all     
material respects, the information set forth therein.                           

We also consent to the incorporation by reference in the Registration 
Statement Number 33-55662 on Form S-8 dated December 11, 1992, Registration     
Statement Number 33-32240 on Form S-8 dated November 20, 1989 and to the        
related prospectus for each of the registration statements of our report        
dated February 9, 1999, with respect to the consolidated financial statements   
incorporated herein by reference, and our report included in the preceding      
paragraph with respect to the financial statement schedule included in this     
Annual Report (Form 10-K) of Stryker Corporation.                               

                     /s/ ERNST & YOUNG LLP

Kalamazoo, Michigan                                                             
March 26, 1999                                                                  

Dates Referenced Herein   and   Documents Incorporated By Reference

This 10-K405 Filing		Date		Other Filings
		12/11/92
		12/28/93
		12/31/93		10-K
		12/31/94		10-K, 10-K/A
		1/1/96
		12/31/96		10-K405, 10-K405/A
		7/24/97
		12/31/97		10-K405
		3/31/98		10-Q
		8/13/98
		10/22/98
		12/4/98		8-K
		12/5/98
		12/22/98
For The Period Ended		12/31/98		10-K405/A, 8-K/A
		1/12/99
		1/31/99
		2/9/99
		2/22/99
		3/1/99
		3/26/99
Filed On / Filed As Of		3/31/99		10-Q, 10-Q/A
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