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

                                 FORM 10-Q

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

For the quarterly period ended December 31, 1995

or

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

For the transition period from                to

Commission file number   0-3274

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

          FLORIDA                              59-0870525         

(State or other jurisdiction of         (I.R.S. Employer Identifi-
incorporation or organization)          cation Number)


5200 Blue Lagoon Drive, Suite 200, Miami, Florida       33126    
  (Address of principal executive offices)            (Zip Code)


                          (305) 824-2900                          
           (Registrant's telephone number, including area code)


                                                                  
(Former name, former address and former fiscal year, if changed
since last report)


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 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    

The registrant had outstanding 16,524,852 shares of common stock
(par value $1.00 per share) as of February 2, 1996.




 
                            CORDIS CORPORATION

                                 FORM 10-Q


                   THREE MONTHS ENDED DECEMBER 31, 1995


                                     
                                   INDEX



                                                         Page No.

PART I.        FINANCIAL INFORMATION:

     Item 1.   Financial Statements ........................ 1
               
               Consolidated Statements of Operations........ 2
               Consolidated Balance Sheets ................. 3
               Consolidated Statements of Cash Flows ....... 4
               Notes to Consolidated Financial Statements .. 5

     Item 2.   Management's Discussion and Analysis
                 of Financial Condition and Results
                 of Operations ............................. 6-8



PART II.       OTHER INFORMATION:
               
     Item 1.   Legal Proceedings............................ 8-9

     Item 5.   Other Information............................ 9
     
     Item 6.   Exhibits and Reports on Form 8-K............. 9
     
Signature .................................................. 10 


PART I.   FINANCIAL INFORMATION

Item 1.   Financial Statements

          The interim financial information herein is unaudited. 
          However, in the opinion of Management, such information
          reflects all adjustments, consisting only of normal
          recurring accruals and those adjustments related to
          business combination expenses, necessary for a fair
          presentation of the information shown.  The financial
          statements and notes presented herein do not contain
          certain information included in the Company's annual
          financial statements and notes. Certain amounts in prior
          years have been reclassified to conform to the fiscal
          1996 Consolidated Financial Statement presentation.

          Results for interim periods are not necessarily
          indicative of results expected for the full year.



 
                            CORDIS CORPORATION
                   CONSOLIDATED STATEMENTS OF OPERATIONS
       Three Months and Six Months Ended December 31, 1995 and 1994
                                (Unaudited)
              (Dollars in thousands except per share amounts)


                             Three Months          Six Months    

                            1995      1994      1995      1994

Net sales                 $132,585  $105,264  $256,026  $203,375 

Operating costs and 
  expenses:
Cost of goods sold          47,349    40,958    95,830    79,004 
Research and 
  development               10,827     8,096    20,654    15,966 
Selling, general and
  administrative            47,413    34,639    88,187    67,712 
Total operating costs 
  and expenses             105,589    83,693   204,671   162,682 

Operating profit            26,996    21,571    51,355    40,693 

Other (income) deductions:
Business combination 
  expenses                   7,000         -     7,000         - 
Other (income) expenses,
  net of interest income      (319)      865      (587)      282 
Income before income
  taxes                     20,315    20,706    44,942    40,411 
Provision for income
  taxes                     10,116     7,724    19,654    15,796 

Net income                $ 10,199  $ 12,982  $ 25,288  $ 24,615 


Earnings per share        $    .59  $    .78  $   1.48  $   1.48 



See accompanying notes.



                             CORDIS CORPORATION
                        CONSOLIDATED BALANCE SHEETS
                    December 31, 1995 and June 30, 1995
                          (Dollars in thousands)

                                       December 31     June 30   
                                       (Unaudited)    (Audited)  
ASSETS
Current assets:
Cash and cash equivalents               $   97,930    $  100,558 
Accounts receivable, net                   110,007       103,835 
Inventories:
  Finished goods                            40,109        36,306 
  Work-in-process                           11,575        12,188 
  Raw materials and supplies                16,188        10,089 
                                            67,872        58,583 
Deferred income taxes                       15,417         7,133 
Other current assets                        20,947        17,480 
    Total current assets                   312,173       287,589 
Property, plant and equipment, net of 
  accumulated depreciation of $86,393
  at December 31 and $81,076 at June 30     94,857        88,493 
Minority investment in Biosense, Inc.       15,000         1,000 
Deferred income taxes                        1,460         9,628 
Other assets                                16,480         8,252 
                                        $  439,970    $  394,962 
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Notes payable                           $    6,930    $    9,828 
Accounts payable                            15,702        14,854 
Accrued expenses                            75,698        61,724 
Income taxes payable                         9,002         6,933 
Current portion of long-term debt              550           669 
    Total current liabilities              107,882        94,008 
Long-term liabilities:
Long-term debt                               1,102         1,484 
Other long-term liabilities                 14,912        17,625 
    Total long-term liabilities             16,014        19,109 
    Total liabilities                      123,896       113,117 

Commitments and contingencies (Note 2)

Shareholders' equity:
Common stock, $1 par value; authorized 
  50,000,000 shares; issued and out-
  standing 16,518,019 shares at December 31 
  and 16,361,568 shares at June 30          16,518        16,362 
Capital in excess of par value              84,155        74,503 
Retained earnings                          190,988       165,866 
Unrealized gain on investment, net of
  deferred income taxes of $3,803 at
  December 31 and $1,755 at June 30          6,760         2,745 
Foreign currency translation adjustments    17,653        22,369 
    Total shareholders' equity             316,074       281,845 
                                        $  439,970    $  394,962 

See accompanying notes.

                           CORDIS CORPORATION
                   CONSOLIDATED STATEMENTS OF CASH FLOWS
                Six Months Ended December 31, 1995 and 1994
                                (Unaudited)
                          (Dollars in thousands)

                                             1995          1994  
Cash flows from operating activities:
  Net income                              $ 25,288      $ 24,615 
  Noncash items included therein:
    Depreciation and amortization            7,299         6,206 
    Deferred income tax (benefit) provision   (333)        3,138 
    Provisions for inventory obsolescence,
      doubtful accounts and other            1,825         1,562 
Changes in assets and liabilities:
  Increase in accounts receivable           (8,152)       (5,896)
  Increase in inventories                   (9,442)       (6,919)
  Decrease in other current assets           2,342           484 
  Increase in other assets                  (6,349)         (617)
  Increase in accounts payable 
    and accruals                            17,660           526 
  Increase in current and deferred income
    taxes payable, net                       2,200            72 
    Other, net                                (881)          173
                                                   
  Net cash provided by operating activities 31,457        23,344 

Cash flows from investing activities:              
  Additions to property, plant
     and equipment                         (13,582)      (10,486)
  Purchase of minority investment in 
    Biosense, Inc.                         (14,000)            - 
  Purchase of assets related to custom pack
    business                                (6,527)            - 
  Proceeds from the sale of short-term 
    investments                                  -         7,018 
  Proceeds from the sale of property, plant 
    and equipment                               48            44 

  Net cash used in investing activities    (34,061)       (3,424)

Cash flows from financing activities:
  Debt retirement                           (3,687)       (6,262)
  Dividends paid                              (166)            - 
  Proceeds from the sale of common stock     4,744         1,012 

  Net cash provided by (used in) 
    financing activities                       891        (5,250)

Effect of exchange rate changes on cash       (915)           75 

(Decrease) increase in cash and cash 
  equivalents                               (2,628)       14,745 

Cash and cash  equivalents:
  Beginning of period                      100,558        48,531 

  End of period                           $ 97,930      $ 63,276
                                                                 

See accompanying notes.



                           CORDIS CORPORATION
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 

1) Primary earnings per share of common stock have been determined
   on the basis of the average number of shares of common stock
   and common stock equivalents outstanding during the respective
   periods.  The exercise of outstanding options, computed under
   the treasury stock method based upon average stock prices
   during the period, has been included in the computation when
   dilutive.  The computation of fully diluted earnings per share
   results in no material dilution.

2) During fiscal 1987, the Company initiated a plan to dispose of
   all businesses other than its angiographic and neuroscience
   product lines.  This plan included the disposal of the
   worldwide cardiac pacing operations, of which the
   Administrative and Technical Center ("ATC") in Miami, Florida
   was a principal asset.  ATC is held under a capitalized lease
   that expires in December 2005.

   In September 1991, the Company executed an agreement to
   sublease ATC for a term equal to the remaining term of the
   capital lease. In December 1994, the sublessee's parent sold
   the assets of the sublessee to an unrelated third party.  In
   June 1995, the sublessee exercised its option to cancel the
   sublease, which resulted in the sublessee vacating the building
   and paying the Company a termination penalty of $5.45 million. 
   The Company believes that the proceeds from the termination
   penalty, combined with the current reserve for future carrying
   costs, will be sufficient to cover the carrying costs of the
   building until a replacement tenant or buyer can be found. 
   Accordingly, the Company does not believe that the cancellation
   of the sublease will have a material effect on the future
   liquidity or financial condition of the Company.

   The assets and liabilities related to ATC are reflected below
   in thousands:
                                         December 31,    June 30,
                                            1995           1995  

   Net property, plant and equipment      $ 11,928      $ 16,261 
   Other assets                                606         1,253 
   Liabilities                             (15,352)      (15,799)
   Reserve for future costs                 (8,454)       (7,410)
                                           (11,272)       (5,695)
   Amount included in current 
      (liabilities) assets                  (2,654)        2,930 

   Net liabilities - non-current          $ (8,618)     $ (8,625)
   

Item 2. Management's Discussion and Analysis of Financial
        Condition and Results of Operations

The Company, Johnson & Johnson ("J&J"), a New Jersey corporation,
and JNJ Merger Corp., a wholly owned subsidiary of J&J ("Merger
Sub"), a Florida corporation, have entered into an Agreement and
Plan of Merger dated as of November 12, 1995, as amended on
December 27, 1995 (the "Merger Agreement"), which provides for,
among other things, the Merger of Merger Sub into the Company. 
Pursuant to the Merger Agreement, the Company will become a wholly
owned subsidiary of J&J, and each share of Common Stock, par value
$1.00 per share, of the Company, issued and outstanding at the
effective time of the Merger, together with the associated right
under the Company's Rights Agreement, will be converted into the
right to receive that number of shares of Common Stock, par value
$1.00 per share, of J&J equal to the amount obtained by dividing
$109 by the average of the closing prices per share of J&J Common
Stock on the New York Stock Exchange for the 10 trading days
immediately preceding the closing date of the Merger.  The Merger
is more completely described in the Proxy Statement/Prospectus
dated January 25, 1996 which is incorporated by reference.  A
special meeting of the shareholders of the Company, will be held on
Friday, February 23, 1996 to consider and vote upon a proposal to
approve the Merger Agreement.

Liquidity and Capital Resources

During the six months ended December 31, 1995, operations generated
cash of approximately $31.5 million compared to $23.3 million in
the same period last year.  The $8.1 million increase was
principally caused by increases in accrued expenses offset
partially by an increase in other assets.  Net cash used in
investing activities increased to $34.1 million from $3.4 million
a year ago.  The $30.6 million increase was principally due to the
purchase of a minority investment in Biosense, Inc. for $14.0
million, the purchase of the assets related to a custom pack
business for $6.5 million, and proceeds of $7.0 million received
from the sale of short-term investments in fiscal 1995 which did
not recur.  Cash provided by financing activities was approximately
$6.1 million higher than a year ago due principally to lower debt
retirement and higher proceeds from the sale of common stock.

Working capital was $204.3 million at December 31, 1995, a $10.7
million increase from June 30, 1995.  The increase was principally
due to higher inventory, accounts receivable and deferred income
tax balances offset by higher accrued expenses.  Between December
31, 1995 and June 30, 1995 the current ratio decreased to 2.9 from
3.1 primarily due to the accrual of the business combination
expenses.

The Company has a $25 million line of credit and a $2 million
letter of credit facility with a U.S. bank.  No borrowings were
outstanding under the agreement either at December 31, 1995 or June
30, 1995.  This credit facility will be terminated if the Merger is
consummated.  In addition, the Company continues its policy of
borrowing funds in Europe to provide financing of local receivables
and to partially hedge its foreign currency positions.  At December
31, 1995 such loans totaled $6.9 million compared to $9.8 million
at June 30, 1995.

Management anticipates that cash generated from operations and cash
on hand will be sufficient to meet the Company's current operating
requirements and to cover the effects of the cancellation of the
sublease of ATC by the sublessee.  On a long-term basis, management
will continue to address the Company's liquidity requirements and
implement necessary financing strategies.

Net Sales

For the three and six months ended December 31, 1995, net sales
were $132.6 million and $256.0 million, respectively, up $27.3
million (26%) and $52.7 million (26%) from the same periods last
year.  The increase in sales for both the three and six month
periods were principally due to increased sales volumes of the
Company's interventional angiographics products, offset by
continued decreases in the average selling prices for such
products.  U.S. sales increased by 31% and 26%, respectively, for
the three and six months ended December 31, 1995 and accounted for
39% of total sales in the current quarter compared to 38% a year
ago.  Foreign sales increased by 23% and 26% in the respective
periods; had currency exchange rates remained constant throughout
the periods the increases in foreign sales would have been 17% and
19%, respectively.  Sales of angiographic products were $128.3
million and $247.4 million respectively, for the three and six
months ended December 31, 1995, which represented increases over
the prior year of $27.1 million (27%) and $52.1 million (27%),
respectively.  Sales of neuroscience products increased $0.2
million (5%) and $0.6 million (7%) in the respective periods.

Operating Costs and Expenses

Cost of goods sold expressed as a percent of sales was 36% and 37%,
respectively, in the three and six months ended December 31, 1995,
compared to 39% in each of the three and six months ended December
31, 1994.  The increases in the gross margins, from 61% to 64% for
the comparable quarters and from 61% to 63% for the six months,
were principally due to lower unit product costs in the U.S. which
resulted from increased production volumes of angiographic
products, and a more favorable sales mix.  These factors more than
offset the adverse impact upon margins of the aforementioned
decline in average selling prices for the Company's interventional
cardiology products in the U.S. and Europe.

Research and development expenses for the three and six months
ended December 31, 1995 were $10.8 million and $20.7 million
respectively, increases of $2.7 million (34%) and $4.7 million
(29%) from the prior year.  The increases in research and
development expenses were principally due to higher spending on
interventional angiography and electrophysiology product lines in
the U.S. and diagnostic angiography products in Europe.  Expressed
as a percent of sales, research and development expenses were 8% in
all periods presented.

Selling, general and administrative expenses for the three and six
months ended December 31, 1995 were $47.4 million and $88.2 million
respectively, up $12.8 million (37%) and $20.5 million (30%) from
the corresponding periods of last year.  The increases in selling, 
general and administrative expenses were principally due to higher
employee incentives and  legal expenses, increased sales
commissions and promotional expenses due to higher sales, higher
salaries and employee benefits attributable to headcount increases
and adverse foreign currency exchange rate effects.  If currency
rates had remained constant throughout the periods, selling, 
general and administrative expenses would have increased 33% and
26%, respectively, over last year.  Expressed as a percent of
sales, selling, general and administrative expenses were 36% and
34%, respectively, in the three and six months ended December 31,
1995 compared to 33% in each of the three and six month periods
ended  December 31, 1994.

Business Combination Expenses

The $7.0 million expense for the three and six months ended
December 31, 1995 ($0.41 per share) represents estimated legal and
investment banker costs, registration fees and other expenses
incurred for the periods in connection with the Merger.

Other (Income) Expenses, Net of Interest Income

Other (income) expenses, net of interest income increased by $1.2
million and $0.9 million, respectively, in the three and six months
ended December 31, 1995 compared to the prior fiscal year.  The
increases were principally due to accruals in the prior fiscal year
for legal costs pertaining to a lawsuit related to the Company's
former pacing operations which did not recur in fiscal 1996.

Income Taxes

The consolidated effective income tax rates for the three and six
months ended December 31, 1995 were 50% and 44%, respectively,
compared to 37% and 39% in the corresponding prior year periods. 
The 13 percentage point increase in the current quarter's rate and
the 5 percentage point increase in the rate for the six months were
principally due to the incurrence of the aforementioned business
combination costs, which are not deductible for income tax
purposes.  Without these expenses, the effective rate for the
current quarter would have been the same as last year, and the rate
for the six months would have been one percentage point lower.

Net Income

Net income for the three and six months ended December 31, 1995 was
$10.2 million ($0.59 per share) and $25.3 million ($1.48 per
share), respectively, compared to $13.0 million ($0.78 per share)
and $24.6  million ($1.48 per share) in the prior year periods. 
Excluding the business combination costs of $7.0 million ($0.41 per
share), net income for the three and six months ended December 31,
1995 would have been $17.2 million ($1.00 per share) and $32.3
million ($1.89 per share), respectively.  

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

The Company has been named as a co-defendant in two class actions
asserting product liability claims arising out of certain pacing
leads manufactured and sold by TPLC, Inc. ("TPLC"), an affiliate of
TNC Medical Devices PTE Ltd. and a subsidiary of Telectronics
Pacing Systems.  The Company was named in a third action but was
not served with the complaint within the required time period. 
Approximately  240 suits involving the same models of leads have
been filed against TPLC and its affiliates to date.  The Judicial
Panel on Multidistrict Litigation has consolidated approximately
200 of those actions for pretrial proceedings in the  United States
District Court, Southern District of Ohio, Western Division
(Cincinnati).  Neither the Company nor its subsidiaries have been
named as defendants in the master class action complaint filed in
the consolidated proceedings.  The plaintiffs have requested that
the Company sign a tolling agreement and have indicated that if a
final agreement is not reached, plaintiffs' counsel will amend the
master class action complaint to include the Company.  On November
17, 1995, a class was certified in the consolidated proceedings
with respect to TPLC and certain other defendants.  That
certification did not apply to the Company.  The Company has filed
motions requesting that it be dismissed from the actions in which
it has been named as a defendant, asserting, among other things,
that it did not manufacture, sell or distribute the leads that are
the subject of the litigation.

In the Shareholder Actions filed in the United States District
Court for the Southern District of Florida against the Company and
its current directors and a former director, the Company filed its
answer.  The Company believes that the shareholders' claims are
moot as a result of the Merger Agreement.  The Court has ordered
that the parties meet to agree on scheduling issues.

Item 5. Other Information

On January 22, 1996, J&J and the Company announced that the due
diligence period pursuant to the Merger Agreement had expired and
that a special meeting of the Company's shareholders to approve the
Merger Agreement had been scheduled for February 23, 1996.

Item 6. Exhibits and Reports on Form 8-K

a) Exhibit 11  Computation of primary earnings per share.

b) On October 23, 1995, a report on Form 8-K was filed to report
   under Item 5, the adoption of a bylaw provision regarding a
   record date procedure for written consent solicitations.

   On October 25, 1995, a report on Form 8-K was filed to report
   under Item 5, the adoption of a new shareholder rights
   agreement.

   On November 12, 1995, a report on Form 8-K was filed to report
   under Item 5, the Agreement and Plan of Merger entered into
   between Cordis Corporation, Johnson & Johnson and JNJ Merger
   Corp.

   On December 27, 1995, a report on Form 8-K was filed to report
   under Item 5, a First Amendment to the Agreement and Plan of
   Merger referred to in the preceding paragraph whereby Johnson
   & Johnson's due diligence review period was extended until
   January 22, 1996.


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


                       CORDIS CORPORATION


                      By:       Alfred J. Novak              
                           Alfred J. Novak, Vice President
                           and Chief Financial Officer
                           (principal financial officer)


                      Date:        February 9, 1996