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                                  EXHIBIT 10.21



                                LETTER AGREEMENT
                         BETWEEN GEORGE G. GRIFFIN, III
                              AND THE COMPANY DATED
                                  MAY 15, 1997













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                                  EXHIBIT 10.21





May 15,1997



Mr. George Griffin
2276 Lansing Wood
Germantown, TN 38139

Dear George:

After a thorough review of your qualifications, 1 am pleased to offer you the
position of Chief Financial Officer of Sofamor Danek Group, Inc. This position
will report to Jim Gallogly and assumes you will be available to begin full-time
employment on or before August 1, 1997. The major points of the offer are
outlined in the paragraphs below and reflect the verbal agreement we reached on
May 12.

SALARY

Your bi-weekly salary will be $7,692.30. The salary will remain at this level
unless increased by the Compensation Committee at that committee's annual
review. This review process occurs in the fourth quarter of each year for
compensation changes for the following year.

BONUS

As agreed, you will participate in the Executive Level of the Management Bonus
Program beginning in 1997. Your bonus plan will be consistent with the overall
company program and based upon EVA (economic value added) performance. A minimum
bonus of $100,000 for 1997 will be guaranteed based on a start date of not later
than August 1, 1997.

STOCK OPTIONS

Sofamor Danek Group, Inc., is granting you options on 130,000 shares of Sofamor
Danek Group, Inc., common stock at the closing price on May 12. These options
will be non-qualified options.


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The stock will vest one-fifth each year over five years beginning on the first
anniversary date of the grant. The vesting is contingent upon your continued
employment with Sofamor Danek Group, Inc. Details of the option grant will be
contained in your Employment Agreement. All other terms of the options are
contained in the Company's Long Term Incentive Plan.

As a full-time employee and Chief Financial Officer of Sofamor Danek Group,
Inc., you will receive the following benefits-

1.     Medical insurance coverage will be effective the first of the month
       following your hire date. Pre-existing medical conditions will be covered
       by this medical insurance.

2.     Life insurance coverage equal to two times your annual salary, subject to
       a 90-day probationary period.

3.     Short-term and long-term disability.

4.     Eligibility for 401(k) Tax Deferred Savings Plan after six (6) months of 
       employment.

5.     Eligibility for the Sofamor Danek Group, Inc. Employee Stock Purchase
       plan after six (6) months of employment and per the Plan's enrollment
       requirements.

6.     At least four weeks vacation per year.

7.     Payment or reimbursement for business related club dues or cellular phone
       charges of $300.00 per month.

8.     Spouse travel of $4,000.00 per year.

9.     Subscription reimbursement of $300.00 per year.

You will be an employee at will; either you or Sofamor Danek Group, Inc., may
terminate your employment at any time for any reason subject to the conditions
of your Employment Agreement. Sofamor Danek Group, Inc., reserves the right to
modify or eliminate any benefits, policies, plans or programs at any time for
any reason with or without notice unless otherwise specified in your Employment
Agreement.



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Sofamor Danek Group, Inc.'s Board of Directors, Ron Pickard, Bob Compton and I
are enthusiastic about having you as a senior executive of the Company. Please
signify your acceptance of our offer by signing below and returning one original
of this letter to me at your earliest convenience.

Sincerely,

/s/ Jim Gallogly

Jim Gallogly
President, Chief Operating Officer



ACCEPTED BY:



/s/ George Griffin III                                  May 16, 1997
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George Griffin                                          Date