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                                                                   EXHIBIT 10.30


                              AMENDED AND RESTATED
                           LOAN FORGIVENESS AGREEMENT
                         DATED OCTOBER 11, 1996 BETWEEN
                         THE COMPANY AND E. R. PICKARD






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                                                                   EXHIBIT 10.30

                AMENDED AND RESTATED LOAN FORGIVENESS AGREEMENT


         This Agreement, which is effective this 11TH day of October, 1996, is
by and between Sofamor Danek Group, Inc., an Indiana corporation with principal
offices at 1800 Pyramid Place, Memphis, Tennessee 38132 (the "Company") and E.
R.  Pickard ("Pickard"),

                        WHEREAS, Pickard is the Chairman and Chief Executive
            Officer of the Company; and

                        WHEREAS, the Company loaned Pickard $1,740,000 pursuant
            to a Promissory Note dated November 30, 1990, as amended, related to
            the exercise of certain stock options, and $2,424,997 pursuant to
            various Promissory Notes, as amended, for taxes related to the
            exercise of those stock options (collectively, the "Loans"), which
            Loans have a maturity date of March 31, 2006;

                        WHEREAS, the Loans are secured by shares of the
            Company's common stock that are owned by Pickard;

                        WHEREAS, the Company and Pickard entered into a loan
            forgiveness agreement on August 26, 1991 (the "Original Agreement"),
            which has been, pursuant to the action of the Company's Board of
            Directors, amended on February 16, 1995, December 15, 1995 and
            October 13, 1996; and

                        WHEREAS, the Company and Pickard desire to amend the
            Original Agreement and all amendments thereto and restate them in
            one document.






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                 NOW, THEREFORE, in consideration of the mutual promises and
         obligations contained herein, and each act done in furtherance thereof,
         the Company and Pickard agree as follows:

             1.  TERM.  This Agreement shall commence as of October 11, 1996
                 and shall terminate on March 31, 2006.

             2.  LOAN FORGIVENESS CREDIT. As used in this Agreement, "Loan
                 Forgiveness Credit" means a reduction in the principal balance
                 of the Loans between the Company and Pickard. During the term
                 of this Agreement there shall accrue to Pickard, subject to the
                 terms and conditions of this Agreement, Loan Forgiveness
                 Credits in the amounts and on the dates set forth below:

<TABLE>
<CAPTION>
                                DATE                         AMOUNT
                                ----                         ------
                         <S>                               <C>
                         December 31, 1996                 $ 450,000
                         December 31, 1997                 $ 450,000
                         December 31, 1998                 $ 450,000
                         December 31, 1999                 $ 450,000
                         December 31, 2000                 $ 450,000
                         December 31, 2001                 $ 450,000
                         December 31, 2002                 $ 450,000
                         December 31, 2003                 $ 450,000
                         December 31, 2004                 $ 450,000
                         March 31, 2005                    $ 114,997
</TABLE>

             3.  VESTING OF LOAN FORGIVENESS CREDIT.  Each Loan Forgiveness
                 Credit shall vest in favor of Pickard and shall become
                 effective if, but only if, on the date that a Loan Forgiveness
                 Credit is accrued pursuant to the schedule set forth above in
                 Section 2 of






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                  this Agreement, the following conditions have been fully
                  satisfied: (a) Pickard shall have remained, at his sole
                  discretion, employed by the Company, and (b) that the Company
                  shall have met or exceeded operational performance thresholds
                  as determined by the Company Board of Directors on an annual
                  basis.

         4.       CHANGE OF CONTROL. In the event of a change of control or a
                  threatened change of control in the Company, any Loan
                  Forgiveness Credit which has not accrued to and vested in
                  Pickard shall immediately vest upon the Change of Control and
                  the Company shall further pay to Pickard an amount equal to
                  cover any applicable taxes, interest, penalties and charges,
                  including without limitation, any interest and penalties
                  related in any way to the vesting of the Loan Forgiveness
                  Credits, together with any payments to Pickard necessary to
                  make the Loan Forgiveness tax neutral to Pickard.

                          For purposes of this Section 4 the terms "Change of
                  Control" and "Threatened Change of Control" shall have the
                  same definitions as those terms have and are used in Section 
                  10 of the Company's Long Term Incentive Plan as of the 
                  effective date of this Agreement.

         5.       ADDITIONAL COMPENSATION TO PICKARD.  In connection with this
                  agreement the Company shall also continue  to pay to
                  Pickard, as further compensation, a full tax gross up equal
                  to Pickard's personal tax liabilities resulting from (1) any
                  and all Loan Forgiveness Credits, and (2) the tax gross up
                  payments 

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                          resulting therefrom. The Company shall also continue
                          to pay to Pickard, as additional compensation, an
                          amount equal to the amount of interest due on the
                          loans, plus a full tax gross up equal to Pickard's
                          personal tax liabilities resulting from (1) such
                          additional compensation, and (2) the tax gross up
                          payments resulting therefrom. The purpose of this
                          Section 5 is that all payments made by the Company to
                          Pickard and any and all Loan Forgiveness Credits
                          vested in Pickard shall be tax neutral for Pickard.

                 6.       EXTENSION OF OPTION LOAN TERM.  All appropriate
                          action necessary shall be taken to cause the term of
                          the Loans to be extended and make terminus with the
                          term of this Agreement.

                 7.       ENTIRE AGREEMENT; AMENDMENT AND MODIFICATIONS. This
                          Agreement contains the entire agreement of the Parties
                          and supersedes any prior understandings and agreements
                          between the Company and Pickard with respect to the
                          subject matter of this Agreement. It may not be
                          changed orally, but only by agreement in writing,
                          signed by both the Company and Pickard.

                 8.       RIGHT TO TERMINATE EMPLOYMENT.  Nothing contained in
                          this Agreement shall restrict the right of the
                          Company to terminate the employment of Pickard at any
                          time.

                 9.       BINDING EFFECT.  This Agreement shall adhere to the
                          benefit of and be binding upon the parties hereto and
                          the respective heirs, executors, administrators,
                          successors and assigns.






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         10.      ENTIRE AGREEMENT. This Agreement supersedes and replaces the
                  Original Agreement and all amendments thereto.

         11.      GOVERNING LAW. This Agreement shall be governed by and
                  construed in accordance with the laws of the State of
                  Tennessee.

         IN WITNESS WHEREOF, the Company and Pickard have executed this Amended
and Restated Loan Forgiveness Agreement as of October 11, 1996.


E. R. Pickard                         Sofamor Danek Group, Inc.



  /s/  E. R. Pickard                  By:   /s/ James J. Gallogly       
----------------------------------         ---------------------------------
                                           James J. Gallogly
                                           President & Chief Operating Officer