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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   ----------

                                  FORM 10-K/A
 (MARK ONE)

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

                  For the fiscal year ended December 31, 1997
                                            -----------------
                                       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 000-19168

                            SOFAMOR DANEK GROUP, INC.
--------------------------------------------------------------------------------
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

         Indiana                                               35-1580052
---------------------------------                          -------------------
(STATE OR OTHER JURISDICTION                               (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION)                          IDENTIFICATION NO.)

 1800 Pyramid Place, Memphis, Tennessee                          38132
---------------------------------------                    -------------------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                       (ZIP CODE)

REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE  (901) 396-2695
                                                   ------------------
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:

   TITLE OF EACH CLASS                 NAME OF EACH EXCHANGE ON WHICH REGISTERED
Common Stock, no par value                    New York Stock Exchange
--------------------------             -----------------------------------------

SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:

--------------------------------------------------------------------------------
                                (TITLE OF CLASS)



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                                    PART II

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The information called for by this item is incorporated herein by reference to
the consolidated financial statements and notes thereto and the financial data
schedule included in the current report on Form 8-K filed by Sofamor Danek
Group, Inc. on February 3, 1998, a copy of which is attached hereto as Exhibit
99.1.

                                    PART IV

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

          (A) DOCUMENTS FILED AS PART OF THIS REPORT

               (1) Financial Statements

                    The financial statements to be included in this report are
                    incorporated in Part II, Item 8 hereof by reference to the
                    current report on Form 8-K filed by Sofamor Danek Group,
                    Inc. on February 3, 1998, a copy of which is attached hereto
                    as Exhibit 99.1.

               (2) Financial Statement Schedules

                    The financial statements to be included in this report are
                    incorporated in Part II, Item 8 hereof by reference to the
                    current report on Form 8-K filed by Sofamor Danek Group,
                    Inc. on February 3, 1998, a copy of which is attached hereto
                    as Exhibit 99.1.



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<PAGE>   3


               (3) Exhibits

                    See Index to Exhibits.

          (B) REPORTS ON FORM 8-K

                    A report on Form 8-K was filed on February 3, 1998, which
                    included the Sofamor Danek Group, Inc. Consolidated
                    Financial Statements and Notes thereto as of December 31,
                    1997 and 1996 and for each of the three years in the period
                    ended December 31, 1997 and the related financial statement
                    schedule. The information included in the report was filed
                    in connection with the Registration Statement on Form S-3 of
                    Sofamor Danek Group, Inc. dated February 3, 1998, filed
                    under the Securities Act of 1933, as amended.





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                                   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.


                                       SOFAMOR DANEK GROUP, INC.

 
Date: April 7, 1998                    By: /s/ J. Mark Merrill
                                          ------------------------------------
                                          Name: J. Mark Merrill
                                          Title: Vice President, Treasurer and
                                                   Assistant Secretary









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<PAGE>   5


                            SOFAMOR DANEK GROUP, INC.
                           ANNUAL REPORT ON FORM 10-K
                                DECEMBER 31, 1997

                                INDEX TO EXHIBITS

<TABLE>
<CAPTION>
Number Assigned
in Regulation
S-K, Item 601         Description of Exhibit
-------------         ----------------------

<S>     <C>           <C>
(3)     3.1           Amended and Restated Articles of Incorporation of Sofamor
                      Danek Group, Inc. (the "Company") (1) (3.1), as further
                      amended by Articles of Amendment dated June 22, 1993 (6) (3.1)

        3.2           Amended and Restated Code of By-Laws of the Company

(4)     4.1           Form of Certificate for Common Stock (6) (4.1)

(10)   10.1           Agreement by and between Danek Medical, Inc. and Texas
                      Scottish Rite Hospital for Crippled Children, dated
                      August 9, 1988, as amended by a letter agreement dated
                      August 21, 1991, amending the schedule to the Agreement
                      (3) (10.17)

       10.2           Agreement by and between AcroMed Corporation and Danek
                      Medical, Inc., dated March 29, 1989, as amended (2) (10.18)

       10.3           Agreement for Sublease by and between Word, Inc. and the
                      Company, dated February 29, 1988 (2) (10.24)

       10.4           $80,000,000 Revolving Credit Agreement with SunTrust Bank in
                      Nashville dated July 22, 1997 (the "Credit Agreement") (11) (10.2)
                      as amended by
                      Amendment to Revolving Loan Agreement dated December 22, 1997.

       10.5           Amended and Restated License Agreement between Genetics Institute, Inc.
                      and Sofamor Danek Properties, Inc. dated February 15, 1995 (8) (10.1)

MANAGEMENT CONTRACTS, COMPENSATORY PLANS OR ARRANGEMENTS, ETC.

       10.6           Employment Agreement and Letter Agreement between Richard E. Duerr, Jr.
                      and the Company dated January 1, 1996 (9) (10.15)

       10.7           Employment Agreement between Laurence Y. Fairey and the Company
                      dated April 13, 1997

       10.8           Employment Agreement between Mark D. LoGuidice and the Company
                      dated April 13, 1997

       10.9           Employment Agreement between J. Mark Merrill and the Company
                      dated April 13, 1997

</TABLE>



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<PAGE>   6

<TABLE>
<CAPTION>
Number Assigned
in Regulation
S-K, Item 601         Description of Exhibit
-------------         ----------------------

<S>     <C>           <C>
       10.12          Employment Agreement and Letter Agreement between Richard W. Treharne and
                      the Company dated January 1, 1996 (9) (10.20)

       10.13          Employment Agreement between R. Lew Bennett and the Company dated
                      January 1, 1996 (9) (10.22)

       10.14          Employment Agreement between Gene B. Sponseller and the Company dated
                      January 1, 1996 (9) (10.24)

       10.15          Letter Agreement between E. R. Pickard and the Company dated January 1, 1996
                      and Resolution of the Company's Compensation Committee (9) (10.25)

       10.16          Letter Agreement between James J. Gallogly and the Company dated January 1, 1996
                      and Resolution of the Company's Compensation Committee (9) (10.26)

       10.17          Employment Agreement between Sofamor and Marie-Helene
                      Plais dated June 21, 1993 (6) (10.50)

       10.18          Letter Agreement between Robert A. Compton and the Company
                      dated May 28, 1997

       10.19          Employment Agreement between John Pafford and the Company
                      dated April 27, 1997

       10.20          Employment Agreement between Edward Traurig and the Company
                      dated April 27, 1997

       10.21          Letter Agreement between George G. Griffin, III and the Company
                      dated May 15, 1997

       10.22          Letter Agreement between Kenneth G. Hayes and the Company
                      dated May 15, 1997

       10.23          Letter Agreement between Richard Mazza and the Company
                      dated January 9, 1998

       10.24          Amended and Restated Non-Qualified Stock Option Plan (2) (10.25)

       10.25          Non-Qualified Stock Option Agreement between the Company
                      and E. R. Pickard dated November 30, 1990, (2) (10.26)
                      as amended by an Amendment dated March 10, 1992 (3) (10.26)
                      and by Second Amendment dated February 16, 1995 (7) (10.24)
                      and by Third Amendment dated July 21, 1995 (9) (10.28)

       10.26          Incentive Stock Option Plan, as amended (1) (10.30)
</TABLE>



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<PAGE>   7


<TABLE>
<CAPTION>
Number Assigned
in Regulation
S-K, Item 601         Description of Exhibit
-------------         ----------------------

<S>     <C>           <C>
       10.27          Amended and Restated Stock Option Plan for Distributors and
                      Consultants (9) (10.30)

       10.28          Non-Employee Directors' Stock Option Plan (2) (10.34)

       10.29          Cash Bonus Plan

       10.30          Employee Stock Purchase Plan (10) (10.29)

       10.31          Amended and Restated Loan Forgiveness Agreement dated
                      October 11, 1996 between the Company and E.R. Pickard.

       10.32        * 1993 Long-Term Incentive Plan, as amended

       10.33          Stock Pledge Agreement between E. R. Pickard and the
                      Company dated November 30, 1990.  (6) (10.42)

       10.34          Agreement between the Company and E. R. Pickard dated
                      December 15, 1995 (9) (10.40)

(21)   21.1           Subsidiaries of the Company

(23)   23.1         * Consent of Coopers & Lybrand L.L.P., Independent Public Accountants

(24)   24.1           Powers of attorney from directors of the Company
                      authorizing signature of this report

(27)   27.1           Financial Data Schedule (For SEC use only)

(28)   28.1           Annual Report on Form 11-K of the Employee Stock
                      Purchase Plan for the fiscal year ended December 31, 1997

(99)   99.1         * Audited financial statements and related financial
                      statement schedule of Sofamor Danek Group, Inc. and
                      subsidiaries as of December 31, 1997 and 1996, and for
                      each of the three years in the period ended December 31,
                      1997.  
</TABLE>
----------------------

* Filed herewith.                                        




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(1)  Incorporated by reference from the Exhibits to the Form 10-K of the
     Registrant for the fiscal year ended December 31, 1992. (Exhibit number in
     the Form 10-K is set forth in italics.)

(2)  Incorporated by reference from the Exhibits to the Form S-1 Registration
     Statement No. 33-39593 of the Registrant. (Exhibit number in the Form S-1
     is set forth in italics.)

(3)  Incorporated by reference from the Exhibits to the Form 10-K of the
     Registrant for the fiscal year ended December 31, 1991. (Exhibit number in
     the Form 10-K is set forth in italics.)

(4)  Incorporated by reference from the Exhibits to the Form S-4 Registration
     Statement No. 33-63040 of the Registrant. (Exhibit number in the Form S-4
     is set forth in italics)

(5)  Incorporated by reference from the Exhibits to the Form 8-K of the
     Registrant filed with the Securities and Exchange Commission on June 29,
     1993.

(6)  Incorporated by reference from the Exhibits to the Form 10-K of the
     Registrant for the fiscal year ended December 31, 1993. (Exhibit number in
     the Form 10-K is set forth in italics.)

(7)  Incorporated by reference from the Exhibits to the Form 10-K of the
     Registrant for the fiscal year ended December 31, 1994. (Exhibit number in
     the Form 10-K is set forth in italics.)

(8)  Incorporated by reference from the Exhibits to the Form 10-Q of the
     Registrant for the quarter ended March 31, 1995. (Exhibit number in the
     Form 10-K is set forth in italics.)

(9)  Incorporated by reference from the Exhibits to the Form 10-K of the
     Registrant for the fiscal year ended December 31, 1995. (Exhibit number in
     the Form 10-K is set forth in italics.)

(10) Incorporated by reference from Exhibits to the Form 10-K of the Registrant
     for the fiscal year ended December 31, 1996. (Exhibit number in the Form
     10-K is set forth in italics.)

(11) Incorporated by reference from the Exhibits to the Form 10-Q of the
     registrant for the quarter ended June 30, 1997. (Exhibit number in the Form
     10-K is set forth in italics.)




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