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

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No.     )

ZIMMER HOLDINGS, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

      Payment of Filing Fee (Check the appropriate box):

ZIMMER HOLDINGS, INC.

March 22, 2005

Dear Fellow Stockholder:

     You are cordially invited to attend the Annual Meeting of Stockholders of Zimmer Holdings, Inc. at The New York Palace Hotel, 455 Madison Avenue, New York, New York on Monday, May 2, 2005, at 9:00 a.m.

	J. Raymond Elliott
	Chairman, President and Chief Executive Officer

     Notice is hereby given that the Annual Meeting of Stockholders will be held at The New York Palace Hotel, 455 Madison Avenue, New York, New York on Monday, May 2, 2005, at 9:00 a.m. for the following purposes as set forth in the accompanying Proxy Statement:

	By Order of the Board of Directors
	David C. Dvorak
	Secretary

Dated: March 22, 2005

YOUR VOTE IS IMPORTANT

REGARDLESS OF THE NUMBER OF SHARES YOU OWN, YOUR VOTE IS IMPORTANT.

IF YOU DO NOT ATTEND THE ANNUAL MEETING TO VOTE IN PERSON, YOUR VOTE WILL NOT BE COUNTED UNLESS A PROXY REPRESENTING YOUR SHARES IS PRESENTED AT THE MEETING.

TO ENSURE THAT YOUR SHARES WILL BE VOTED AT THE MEETING, PLEASE VOTE IN ONE OF THESE WAYS:

OR

OR

IF YOU DO ATTEND THE ANNUAL MEETING, YOU MAY REVOKE YOUR PROXY AND VOTE BY BALLOT.

ZIMMER HOLDINGS, INC.

     This Proxy Statement is furnished in connection with the solicitation of proxies on behalf of the Board of Directors for use at the Annual Meeting of Stockholders on May 2, 2005.

Stockholders Entitled to Vote

     Holders of record of the company’s $0.01 par value common stock at the close of business on March 15, 2005 will be entitled to vote at the 2005 Annual Meeting. Each share is entitled to one vote on each matter properly brought before the meeting. Proxies are solicited to give all stockholders who are entitled to vote on the matters that come before the meeting the opportunity to do so whether or not they attend the meeting in person.

Proxies and Voting

     If you are a registered stockholder, you can simplify your voting and save the company expense by voting via the Internet or calling the toll-free number listed on the proxy card. Internet and telephone voting information is provided on the proxy card. A control number, located on the lower right of the proxy card, is designated to verify a stockholder’s identity and allow the stockholder to vote the shares and confirm that the voting instructions have been recorded properly. If you vote via the Internet or by telephone, please do not return a signed proxy card.

counted, and (2) for the adoption of all other proposals, which are decided by a majority of the shares of stock of the company present in person or by proxy and entitled to vote, only proxies and ballots indicating votes “FOR,” “AGAINST” or “ABSTAIN” on the proposals or providing the designated proxies with the right to vote in their judgment and discretion on the proposals are counted to determine the number of shares present and entitled to vote; broker non-votes are not counted.

Costs of Proxy Solicitation and Questions

     Employees of the company may solicit proxies on behalf of the Board of Directors through the mail, in person, and by telecommunications. The cost thereof will be borne by the company. In addition, management has retained Georgeson Shareholder Communications Inc. to assist in soliciting proxies for a fee of $7,500, plus out-of-pocket expenses. The company will, upon request, reimburse brokerage firms and others for their reasonable expenses incurred for forwarding solicitation material to beneficial owners of stock. Questions concerning proxy voting or process should be directed to Georgeson Shareholder Communications Inc. via telephone at (877) 278-4795 (this call is toll-free in the United States and internationally).

List of Stockholders

     In accordance with Delaware law, a list of stockholders entitled to vote at the meeting will be available at the meeting and for ten days prior to the meeting, between the hours of 8:00 a.m. and 5:00 p.m., at our offices at 345 East Main Street, Warsaw, Indiana by contacting the Secretary of the company.

VOTING SECURITIES

     At the close of business on March 15, 2005, there were 246,890,780 shares of $0.01 par value common stock outstanding and entitled to vote.

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PRINCIPAL STOCKHOLDERS

     The following table sets forth certain information concerning each person (including any group) known to us to beneficially own more than five percent (5%) of the common stock of the company as of February 14, 2005. Unless otherwise noted, shares are owned directly or indirectly with sole voting and investment power.

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SECURITY OWNERSHIP OF DIRECTORS AND OFFICERS

     The following table sets forth, as of January 3, 2005, beneficial ownership of shares of common stock of the company by each current director, each of the executives named in the Summary Compensation Table and all directors and executive officers as a group. None of the individuals named below or together as a group beneficially own greater than 1% of the outstanding shares of common stock.

     Unless otherwise noted, such shares are owned directly or indirectly with sole voting and investment power.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

     Under Section 16(a) of the Securities Exchange Act of 1934, the company’s directors, executive officers and the beneficial holders of more than 10% of the company’s common stock are required to file reports of ownership and changes in ownership with the Securities and Exchange Commission. Based on its records and other information, the company believes that during 2004 all applicable Section 16(a) filing requirements were met.

     The business of the company is managed under the direction of the Board of Directors. It has responsibility for establishing broad corporate policies and for the overall performance of the company. The Board meets on a regularly scheduled basis during the year to review significant developments affecting the company and to act on matters requiring Board approval. It also holds special meetings when an important matter requires Board action between scheduled meetings. Members of senior management regularly attend Board meetings to report on and discuss their areas of responsibility. Directors are also expected to attend the Annual Meeting of Stockholders. All of the directors then in office attended the 2004 Annual Meeting. In 2004, there were eight meetings of the Board. Each director attended more than 75% of the total meetings of the Board of Directors and each of the committees on which he or she served during 2004.

Corporate Governance

     The Board of Directors is committed to good corporate governance. With that commitment, during the past year the Board has, on several occasions, reviewed the company’s corporate governance policies and practices and has taken steps to implement certain practices and procedures on a best practices basis. The Board has also responded to the wishes of the

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company’s stockholders as expressed at the 2004 Annual Meeting of Stockholders by adopting new policies on auditor ratification and stockholder rights plans. In addition, the Board has reviewed the company’s Corporate Governance Guidelines and the charters for each of its four standing committees and has amended or updated them as appropriate to reflect new policies or practices. During 2004, the company updated its Code of Business Conduct, which is applicable to all directors, officers and employees of the company, and adopted a Code of Ethics for Chief Executive Officer and Senior Financial Officers. The current version of each of these documents, as well as the Board’s policies on auditor ratification and stockholder rights plans, are available on the company’s website, www.zimmer.com, and will be provided in print without charge upon written request to the Secretary of the company at the address shown on the front page of this Proxy Statement. These documents are intended to change as requirements or best practices in corporate governance evolve and the company will modify or supplement them when and as appropriate.

Director Independence

     As permitted by the rules of the New York Stock Exchange, the Board has adopted categorical standards to assist it in making determinations of director independence. These standards incorporate, and are consistent with, the definition of “independent” contained in the New York Stock Exchange listing rules. These standards are set forth in Appendix A to this Proxy Statement and are also included in the company’s Corporate Governance Guidelines, which are available on the company’s website as described above. The Board has determined that each of the non-employee directors of the company, Stuart M. Essig, Larry C. Glasscock, Regina E. Herzlinger, D.B.A., John L. McGoldrick and Augustus A. White, III, M.D., Ph.D., meets these standards and is independent.

Committees of the Board

     The company’s Restated By-Laws, as amended, specifically provide that the Board may delegate responsibility to committees. During 2004, the Board had four standing committees: an Audit Committee, a Compensation and Management Development Committee, a Corporate Governance Committee and a Science and Technology Committee. The membership of the Audit Committee, the Compensation and Management Development Committee and the Corporate Governance Committee is composed entirely of independent directors. In addition, the members of the Audit Committee meet the heightened standards of independence for audit committee members required by the Securities and Exchange Commission rules and New York Stock Exchange listing standards. The membership of the Science and Technology Committee is composed of one independent director and one employee representative, and the committee works together with an Advisory Board of Science and Technology.

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Audit Committee

     The principal functions of the Audit Committee include:

Compensation and Management Development Committee

     The duties of the Compensation and Management Development Committee include:

Corporate Governance Committee

     The duties of the Corporate Governance Committee include:

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Science and Technology Committee

     The duties of the Science and Technology Committee include:

Executive Sessions of and Communication with Non-Management Directors

     Non-management directors meet in executive sessions without management present upon the adjournment of every regularly scheduled meeting of the Board and at other times they determine. The director who presides at these meetings rotates session-by-session among the non-management directors in alphabetical order of their last names.

Stockholder Communication with the Board

     The Board has implemented a process whereby stockholders of the company may send communications to the Board’s attention. Any stockholder desiring to communicate with the Board, or one or more specified members thereof, should communicate in a writing addressed to Zimmer Holdings, Inc., Board of Directors, c/o Secretary, at the address shown on the cover page of this Proxy Statement. The Secretary of the company has been instructed by the Board to promptly forward all such communications to the specified addressees thereof.

Audit Committee Report

     The Audit Committee is responsible for monitoring the integrity of the company’s financial statements, the qualifications, performance and independence of the company’s independent registered public accounting firm (auditor), the performance of the company’s internal audit function and the company’s compliance with legal and regulatory requirements. The committee is directly responsible for the appointment, compensation, retention and oversight of the work of the independent auditor.

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     Management has represented to the committee that the company’s consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States, and the committee has reviewed and discussed the consolidated financial statements with management and PwC. The committee reviewed and discussed with management, the internal auditor and PwC management’s report on internal control over financial reporting and PwC’s report thereon. The committee also discussed with management and the internal auditor the process used to support certifications by the company’s Chief Executive Officer and Chief Financial Officer that are required by the Securities and Exchange Commission and the Sarbanes-Oxley Act of 2002 to accompany the company’s periodic filings with the Securities and Exchange Commission and the processes used to support management’s report on internal control over financial reporting.

Compensation of Directors

     Non-employee directors of the company receive an annual retainer of $50,000 and an additional fee of $1,500 for attending each Board meeting and each Board committee meeting not held on the same day as a Board meeting. Each non-employee director also receives 500 deferred share units at each Annual Meeting of Stockholders and committee chairs receive an annual fee of $5,000. At the end of each calendar quarter, non-employee directors are paid one-fourth of their annual retainers and committee chair annual fees and fees for attending Board and committee meetings held during the quarter.

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directors for reasonable out-of-pocket expenses, including tuition costs, incurred in attending director education programs approved by the company.

Directors and Nominees

     The Board of Directors is divided into three classes whose terms expire at successive Annual Meetings. One director will be elected at the Annual Meeting to serve a term expiring in 2008. The nominee for director named below is currently a director of the company. Regina E. Herzlinger, D.B.A., whose term expires at the meeting, is not seeking re-election. After the election of a director at the meeting, the company will have five directors, including the four directors whose present terms extend beyond the meeting, and there will be one vacancy on the Board of Directors. The Board plans to fill the vacancy in due course following the selection of a suitable candidate, in accordance with the company’s Restated Certificate of Incorporation. Listed first below is the nominee for election, followed by the directors whose terms expire in 2006 and 2007, with information including their principal occupations and other business affiliations, the year each was first elected as a director, the Board committee memberships of each and each director’s age.

Nominee for Director: 2005 – 2008 Term

		J. Raymond Elliott, Director Since 2001 Chairman, President and Chief Executive Officer of the company since August 6, 2001. President, Chief Executive Officer and Director since March 20, 2001. Mr. Elliott was appointed President of Zimmer, Inc., the company’s predecessor, in November 1997. Mr. Elliott has more than 30 years of experience in orthopaedics, medical devices and consumer products. Prior to joining Zimmer, Inc., he served as President and Chief Executive Officer of Cybex, Inc., a publicly traded medical products company, from September 1995 to June 1997, and previously as President and Chief Executive Officer of J.R. Elliott & Associates, a privately held M&A firm. During this time, Mr. Elliott successfully completed several M&A and turnaround projects for the Federal government and numerous healthcare firms, including the role of Chairman and Chief Executive Officer for Cablecom Inc. Mr. Elliott has also served as Chairman and President of various divisions of Southam, Inc., a communications group, and as Group President of food and beverage leader John Labatt, Inc. He began his career in the healthcare industry with American Hospital Supply Corporation (later Baxter International), where he gained 15 years experience in sales, marketing, operations, business development and general management, leading to his appointment as President of the Far East divisions, based in Tokyo, Japan. Mr. Elliott has served as a director on more than 20 business-related boards in the U.S., Canada, Japan and Europe and has served on five occasions as Chairman. He has served as a member of the board of directors and chair of the orthopaedic sector of the Advanced Medical Technology Association (AdvaMed), the medical device industry’s trade association and is currently a director of the State of Indiana Workplace Development Board, the Indiana Chamber of Commerce, the American Swiss Foundation, and represents the State of Indiana on the President’s State Scholars Program. Mr. Elliott also has served as a trustee of the Orthopaedic Research and Education Foundation (OREF). He holds a bachelor’s degree from the University of Western Ontario, Canada. Age 55.
Continuing Directors Whose Present Terms Expire in 2006
		Stuart M. Essig, Director Since 2005 President and Chief Executive Officer of Integra LifeSciences Holdings Corporation (“Integra”) since December 1997. Prior to joining Integra, Mr. Essig supervised the medical technology practice at Goldman, Sachs & Co. as a managing director. Mr. Essig had ten years of experience at Goldman Sachs serving as a senior mergers and acquisitions advisor to a broad range of domestic and international medical technology, pharmaceutical and biotechnology clients. Mr. Essig holds an A.B. from the Woodrow Wilson School of Public and International Affairs at Princeton University and an M.B.A. and Ph.D. in Financial Economics from the University of Chicago, Graduate School of Business. Mr. Essig is a director of Integra, St. Jude Medical Corporation and AdvaMed. Mr. Essig has not yet been assigned to any Board Committees. Age 43.

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Continuing Directors Whose Present Terms Expire in 2006 (continued)
		Augustus A. White, III, M.D., Ph.D., Director Since 2001 Ellen and Melvin Gordon Professor of Medical Education, Professor of Orthopaedic Surgery, and Master of the Oliver Wendell Holmes Society at the Harvard Medical School and Professor of Orthopaedic Surgery at the Harvard-MIT Division of Health Sciences and Technology; and Orthopaedic Surgeon-in-Chief, Emeritus, at the Beth Israel Deaconess Medical Center in Boston. He previously served as the Chief of Spine Surgery at Beth Israel and Director of the Daniel E. Hogan Spine Fellowship Program. He is a graduate of the Stanford University Medical School, holds a Ph.D. from the Karolinska Institute in Stockholm and an A.B. from Brown University, and graduated from the Advanced Management Program at the Harvard Business School. Dr. White is a recipient of the Bronze Star, which he earned while stationed as a Captain in the U.S. Army Medical Corps in Vietnam. He is an internationally known and widely published authority on biomechanics of the spine, fracture healing and surgical and non-surgical care of the spine. He is nationally recognized for his work in medical education, diversity, and issues of health care disparities. Dr. White is a director of Orthologic Corp. Board Committees: Audit Committee, Compensation and Management Development Committee, Corporate Governance Committee and Science and Technology Committee (Chair). Age 68.
Continuing Directors Whose Present Terms Expire in 2007
		Larry C. Glasscock, Director Since 2001 President and Chief Executive Officer of WellPoint, Inc. (formerly known as Anthem, Inc.) since November 30, 2004. Chairman, President and Chief Executive Officer of Anthem, Inc. from May 2003 to November 2004. President and Chief Executive Officer of Anthem Insurance Companies, Inc. (“Anthem Insurance”) since October 1999. Mr. Glasscock joined Anthem Insurance in April 1998 as Senior Executive Vice President and Chief Operating Officer. He was named President and Chief Operating Officer in April 1999 and President and Chief Executive Officer in October 1999. Mr. Glasscock was named President and Chief Executive Officer of Anthem, Inc. in July 2001. Prior to joining Anthem Insurance, Mr. Glasscock served as Chief Operating Officer of CareFirst, Inc. from January through April 1998 and he served as President and Chief Executive Officer of Group Hospitalization & Medical Services, Inc., which did business as Blue Cross and Blue Shield of the National Capital Area, from September 1993 to January  1998. From 1991 to 1993, he served as President, Chief Operating Officer and Director of First American Bank, N.A. Mr. Glasscock is a director of WellPoint, Inc. Board Committees: Audit Committee (Chair), Compensation and Management Development Committee and Corporate Governance Committee. Age 56.
		John L. McGoldrick, Director Since 2001 Executive Vice President and General Counsel of Bristol-Myers Squibb Company (“Bristol-Myers Squibb”) since January 2000; Senior Vice President, General Counsel and President, Medical Devices Group from December 1998 to January 2000 and Senior Vice President and General Counsel from 1995 to December 1998. Senior director of the Board of the New Jersey Transit Corporation and member of the board of AdvaMed (1998-2002). He has served on several governmental reform commissions in New Jersey. He is an invited participant of The Aspen Institute on the World Economy and the World Economic Forum (Davos). Before joining Bristol-Myers Squibb, Mr. McGoldrick was a senior partner and executive committee member of the law firm of McCarter & English. He is a graduate of Harvard College and the Harvard Law School. Board Committees: Compensation and Management Development Committee (Chair) and Corporate Governance Committee. Age 64.

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Current Director Whose Term Expires at the Annual Meeting
		Regina E. Herzlinger, D.B.A., Director Since 2001 The Nancy R. McPherson Professor of Business Administration Chair at the Harvard Business School. Dr. Herzlinger teaches accounting and healthcare and was the first woman to be tenured and chaired at Harvard Business School and the first to serve on a number of corporate boards. She has written many articles and books in the fields of management control and healthcare. Her research has been profiled in industry journals and business publications such as The Wall Street Journal, The Economist, and Fortune and has been recognized for excellence by the American College of Healthcare Executives three times. Managed Healthcare has named her as one of healthcare’s top ten thinkers. Dr. Herzlinger received her Bachelor’s Degree from Massachusetts Institute of Technology and her Doctorate from the Harvard Business School. Dr. Herzlinger is a director of WellCare Health Plans, Inc. Board Committees: Audit Committee, Compensation and Management Development Committee and Corporate Governance Committee (Chair). Age 61.

EXECUTIVE COMPENSATION

Compensation and Management Development Committee Report

Compensation Philosophy

     The company’s Total Rewards program emphasizes the full scope of the rewards that come from working for a leading company, including compensation. The compensation component reinforces the guidelines of Total Rewards, including: focusing on performance-driven recognition; promoting employees’ ability to share in the financial and operational successes they help to create; encouraging continuous improvement; building customer relationships and innovation; and remaining competitive in comparable markets across the world. The Total Rewards program is designed to provide employees a stake in the success of the company and encourage the kinds of behavior that will contribute to that success.

Compensation Components

     The major components of compensation are essentially the same for executives and other employees. All executives and employees receive a salary, annual incentive opportunities, stock option grants and health, welfare and retirement benefits. The company uses a major international compensation consultant to develop and assess its compensation programs and provide compensation data of peer companies. During 2004, the Committee engaged a separate major international compensation consulting firm to assist it in evaluating executive compensation with a focus on long-term incentive compensation. At the conclusion of the evaluation, the Committee decided to incorporate performance-conditioned stock option grants into equity-based awards to executive officers. The executive officers received a stock option grant in January 2005 in large part based on the guidelines that were in place for the 2004 grant. However, one-half of the stock options granted to each executive officer were performance-conditioned stock options. The performance-conditioned stock options only become exercisable if the company meets specified performance targets for earnings per share, revenue and free cash flow for 2005. If the targets are achieved, the performance options will vest ratably over a four-year period. The number of options that will vest is dependent on the extent to which minimum targets are exceeded. All management employees were reviewed for a stock option grant in January 2005. The company also made a broad based grant of stock options to non-management employees in August 2004 to commemorate the third anniversary of having become an independent company and to provide incentives to new employees from acquired companies. A broad based grant is considered each August and is intended to allow employees to continue to be rewarded based on value delivered to stockholders.

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     Also during 2004 the Committee recommended and the Board adopted the Zimmer Holdings, Inc. Supplemental Performance Incentive Plan (the “Supplemental Plan”). The purpose of the Supplemental Plan is to promote the interests of the company and its stockholders by providing incentives to employees who have responsibilities relating directly to the integration of Centerpulse AG into the company to successfully accomplish that integration and achieve measurable expense savings and efficiencies. The Supplemental Plan is a three-year plan that provides for the awarding of cash incentives based on the company’s achievement of specified expense reductions and acquisition synergies in 2004, 2005 and 2006.

CEO Compensation

     The compensation for Mr. Elliott was adjusted on January 5, 2004 as determined by the Committee taking into account the Company’s superior performance and increased size and complexity following the Centerpulse AG acquisition. The merit increase adjustment in 2004 was 3.7%. In addition, based on the Committee’s review of current data that includes information on companies the size of Zimmer following the acquisition of Centerpulse AG, Mr. Elliott’s compensation has been adjusted as of January 1, 2005, including a base salary adjustment of 3.6% to $725,000, to compensate him on a basis consistent with the size and sophistication of the company, as well as to recognize his contribution to the continuing superior performance of the company. The increase in Mr. Elliott’s base salary was consistent with the range of salary increases of 3% to 4% applicable to company employees generally.

Deductibility of Compensation Over $1 Million

     U.S. federal income tax law disallows a deduction for certain compensation paid in excess of $1 million to the five executive officers listed in the Summary Compensation Table in this Proxy Statement. However, performance-based compensation is fully deductible if the programs are approved by stockholders and meet certain other requirements. The company has taken steps to ensure the deductibility of payments under the Executive Performance Incentive Plan and the 2001 Stock Incentive Plan. The Committee’s policy is to take into account Section 162(m) in establishing compensation for the company’s senior executives. The Committee may, however, determine to award non-deductible compensation in such circumstances as it deems appropriate.

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Executive Officer Compensation Tables and Notes

     The following tables set forth information regarding compensation paid to the company’s Chief Executive Officer and each of the company’s four other most highly compensated executive officers based on salary and bonus earned during 2004.

SUMMARY COMPENSATION TABLE

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OPTION/ SAR GRANTS IN LAST FISCAL YEAR

AGGREGATED OPTIONS/ SAR EXERCISES IN LAST FISCAL YEAR

Pension Benefits

     The executive officers named in the Summary Compensation Table are participants in the Zimmer Holdings, Inc. Retirement Income Plan, a non-contributory pension plan. We have also adopted a non-contributory supplemental pension plan. Our retirement income plan and supplemental pension plan provide all participants with credit for their service years with our former parent. Benefits payable under our plans will be offset by the value of benefits payable to participants under the former parent’s plans.

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for a given year reflect the dollar value of base salary and bonus earned during such year. The normal retirement benefit will equal 2% of final average pay times years of service (up to a maximum of 40 years) minus 1/70th of estimated primary Social Security benefit at age 65 times years of service (up to a maximum of 40 years). Normal retirement age is 65. Participants will also be able to retire beginning at age 55, if they have at least 10 years of service, and begin to receive benefits at that time. The early retirement benefit will be calculated in the same manner as the normal retirement benefit, except that the accrued benefits will be reduced based on the participant’s age at the time of retirement. A participant with ten years of service will be able to receive 100 percent of the benefit at retirement between ages 60 and 65. Benefits payable under our retirement income plan will be offset by the value of benefits payable to the recipient under the former parent’s plan.

     Federal laws place limitations on compensation amounts that may be included under our retirement income plan. Pension amounts based on our retirement income plan formula which exceed the applicable limitations will be paid under the Benefit Equalization Plan of the Zimmer Holdings, Inc. Retirement Income Plan. In addition, under the benefit equalization plan, participants will receive recognition for years of service in excess of 40, if any, and annual compensation for a given year will include any bonus amounts earned (rather than paid) for such year. The purpose of this benefit equalization plan is to provide benefits for certain employees participating in our retirement income plan whose funded benefits under that plan are or will be limited by application of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) and the Internal Revenue Code of 1986, as amended (the “Code”). Our benefit equalization plan is intended to be an “excess benefit plan,” as that term is defined under ERISA with respect to those participants whose benefits under our retirement income plan have been limited by Section 415 of the Code, and a “top hat” plan meeting the requirements of the appropriate sections of ERISA with respect to those participants whose benefits under our retirement income plan have been limited by Section 401(a)(17) of the Code. As with the retirement income plan, benefits payable under the benefit equalization plan will be offset by the value of benefits payable to the recipient under the former parent’s plan.

PENSION PLAN TABLE

     Benefit amounts shown are straight-life annuities before the deduction for Social Security benefits. As of December 31, 2004, the executive officers named in the Summary Compensation Table had the following years of credited service for pension plan purposes: Mr. Elliott – 13.00 years; Mr. Leno – 4.00 years; Mr. Peterson – 12.18 years; and Mr. Dvorak – 3.135 years.

Retention Agreement

     Pursuant to a retention agreement entered into with Mr. Elliott in February 2001, Mr. Elliott was awarded 17,544 phantom deferred share units. At the time of Mr. Elliott’s retirement or termination of employment, his units will be distributed to him in the form of a lump sum cash payment equal to the number of units awarded multiplied by the fair market value of company common stock at the time of his retirement or termination, plus the sum of any dividends credited on shares of company common stock from the date of the award to his retirement or termination date.

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Change in Control Arrangements

     The company has entered into change in control agreements with fourteen executives including each of the executive officers named in the Summary Compensation Table in this Proxy Statement. The agreement with Mr. Peterson expired in January 2005 upon his retirement from the company. The agreements are intended to provide for continuity of management in the event of a change in control of the company. The agreements with Messrs. Elliott, Leno, Melzi and Dvorak have an initial term that ended December 31, 2003 and provide for automatic extensions, beginning on January 1, 2004, in one-year increments, unless either the company or the executive gives prior notice of termination or a change in control shall have occurred prior to January 1 of such year. If a change in control occurs during the term of the agreement, the agreement shall continue in effect for a period of not less than 36 (in the case of Mr. Elliott) or 24 (in the case of the other executives) months beyond the month in which such change in control occurred.

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Performance Graph

     The following graph compares the performance of the company common stock for the periods indicated with the performance of the S&P 500 Stock Index and the S&P 500 Health Care Equipment Index.

Comparison of Cumulative Total Return

     Assumes $100 was invested on August 7, 2001 (the first date the company common stock was traded on the New York Stock Exchange) in company common stock and each index. Values are as of December 31 assuming dividends are reinvested. No cash dividends have been declared or paid on company common stock. Returns over the indicated period should not be considered indicative of future returns.

Compensation Committee Interlocks and Insider Participation

     No member of the Compensation and Management Development Committee during 2004 was an officer, employee or former officer of the company or had any relationship requiring disclosure herein pursuant to Securities and Exchange Commission regulations. No executive officer of the company served as a member of a compensation committee or a director of another entity under circumstances requiring disclosure under Securities and Exchange Commission regulations.

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Equity Compensation Plan Information

     The following table gives information about our common stock that may be issued upon the exercise of options, warrants and rights under all of our existing equity compensation plans as of December 31, 2004, including the 2001 Stock Incentive Plan, the TeamShare Stock Option Plan, the Stock Plan for Non-Employee Directors, the Deferred Compensation Plan for Non-Employee Directors, the Employee Stock Purchase Plan and the Independent Sales Representatives Deferred Annual Final Compensation and Equity Incentive Plan.

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Proposal 1. Election of Director

     One director is to be elected at the meeting for a three-year term ending at the 2008 Annual Meeting. J. Raymond Elliott, who is presently a director of the company, has been nominated by the Board of Directors for election at this Annual Meeting. The accompanying proxy will be voted for the Board of Directors’ nominee, except where authority to so vote is withheld. Should the nominee be unable to serve, the proxy will be voted for such person as shall be designated by the Board of Directors.

Proposal 2. Approval of Amendment to the Zimmer Holdings, Inc. TeamShare Stock Option Plan

     The Board of Directors has adopted an amendment to the Zimmer Holdings, Inc. TeamShare Stock Option Plan (the “TeamShare Plan”) and directed that the amendment be submitted to the stockholders for consideration and approval at the Annual Meeting. The amendment would increase from 3,000,000 to 13,000,000 the total number of shares available for issuance pursuant to all awards made under the plan, and would extend the term of the plan, which is currently scheduled to terminate on August 6, 2006, to December 31, 2010.

Summary of the TeamShare Plan

Purpose

     The purpose of the TeamShare Plan is to advance the company’s interests and the interests of its subsidiaries and affiliates by giving substantially all employees a stake in the company’s future growth, in the form of stock options, thereby improving such employees’ long-term incentives and aligning their interests with those of the company’s stockholders.

Administration

     The TeamShare Plan is administered by the Board of Directors through the Compensation and Management Development Committee (the “Committee”), which is composed entirely of non-employee directors who are intended to meet the criteria of “outside director” under Section 162(m) of the Code and “non-employee director” under Section 16 of the Securities Exchange Act of 1934, as amended. The Committee selects the employees to whom options may be granted or offered, determines the number of option shares to be granted to any employee, the dates of such grants and the terms and conditions of such options, prescribes the form of the documents to be used in the administration of the options granted and interprets and construes the provisions of the TeamShare Plan.

Amount of Stock Available for Grants

     If the amendment of the TeamShare Plan is approved by the stockholders, the number of shares of common stock which may be issued under the TeamShare Plan would be increased from 3,000,000 to 13,000,000. This limitation is subject to adjustment as a result of changes in the outstanding stock of the company by reason of stock dividends, recapitalizations, mergers, consolidations, split-ups, combinations, exchanges or distributions of shares. Generally, if options granted under the TeamShare Plan terminate, expire, or are canceled, forfeited, exchanged or surrendered without having been exercised, the shares subject to such options shall again be available for awards under the TeamShare Plan.

Eligibility

     An option may be granted to an employee who is actively employed with the company or a subsidiary or affiliate on the grant date if the employee (a) regularly works or is expected to work 1,000 hours in a twelve consecutive month period, (b) is not a leased employee, and (c) is not a key executive of the company or any of its subsidiaries or affiliates.

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Terms and Conditions of Options

     The Committee establishes and approves the option agreement form by which options under the TeamShare Plan are granted subject to the following terms and conditions.

Prohibition on Repricing

     The TeamShare Plan prohibits the repricing of outstanding options other than with prior stockholder approval or pursuant to the antidilution provisions of the plan for adjustments resulting from stock splits, stock dividends, recapitalizations and similar transactions. The foregoing prohibition also applies to any other transaction that would be treated as a repricing of outstanding options under generally accepted accounting principles.

Federal Income Tax Consequences

     The following is a brief summary of the principal federal income tax consequences of awards under the TeamShare Plan. The summary is based on current federal income tax laws and interpretations thereof, all of which are subject to change at any time, possibly with retroactive effect. The summary is not intended to be exhaustive.

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amount equal to the excess of the fair market value of the option shares on the exercise date over the option price. Such income will be treated as compensation to the participant subject to applicable withholding requirements. The company is generally entitled to a tax deduction in an amount equal to the amount taxable to the participant as ordinary income in the year the income is taxable to the participant. Any appreciation in value after the time of exercise will be taxable to the participant as capital gain and will not result in a deduction by the company.

Amendment, Modification or Suspension

Term of the Plan

Incorporation by Reference

PLAN BENEFITS

     The grant of awards under the TeamShare Plan is entirely within the discretion of the Compensation and Management Development Committee of the Board of Directors. We cannot determine, and therefore we have not disclosed, the benefits or amounts that will be awarded in the future under the plan.

Proposal 3. Ratification of Selection of Independent Auditor

     The Audit Committee has selected PricewaterhouseCoopers LLP (“PwC”) as the company’s independent auditor for 2005. PwC served as the company’s independent auditor for 2003 and 2004. The company expects that representatives of PwC will be present at the Annual Meeting and will be available to respond to appropriate questions. They will also have an opportunity to make a statement if they desire to do so.

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independent auditor, the Audit Committee will reconsider its choice of independent auditor taking into consideration the views of the stockholders and may, but will not be required to, appoint a different independent auditor.

Pre-Approval Policies and Procedures

     The Audit Committee pre-approves all audit and permissible non-audit services to be provided to the company by its independent auditor prior to commencement of services. Mr. Glasscock, Audit Committee Chairman, has the delegated authority to pre-approve such services up to a specified aggregate fee amount and these pre-approval decisions are presented to the full Audit Committee at its next scheduled meeting.

Proposal 4. Consideration of Stockholder Proposal Relating to Auditor Independence

     The Sheet Metal Workers’ National Pension Fund, 601 N. Fairfax Street, Suite 500, Alexandria, Virginia 22314, beneficial owner of approximately 7,620 shares of the company’s common stock, has informed the company that it intends to submit the following proposal at this year’s meeting:

     Supporting Statement: The issue of auditor independence has been a major concern for investors and the markets since the demise of Enron. In response to numerous incidences of accounting fraud that shook the foundations of the corporate financial auditing and reporting system, both Congress and the SEC have responded with important reforms. However, we believe that more needs to be done to limit the potential impairment of auditor independence.

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other” work performed by the audit firm than it did for the “audit” work performed by the firm. We believe this imbalance is unhealthy and a potential threat to auditor independence at our Company. Further, when this imbalance occurs we believe it is time for the Board’s Audit Committee to adopt a policy that addresses the issue.

Statement in Opposition

The Board of Directors unanimously recommends a vote “AGAINST” adoption of this proposal for the following reasons:

     The Board of Directors, the Audit Committee and management respect the important role that auditor independence plays in ensuring the integrity of the company’s financial statements, protecting the interests of stockholders and building confidence in the company’s accounting and financial reporting systems. For that reason, the Audit Committee is active in monitoring and maintaining the independence of the company’s independent auditor, currently PricewaterhouseCoopers LLP. The Board, the Audit Committee and management believe that implementation of the stockholder’s proposal would be inconsistent with, and unnecessary in light of, comprehensive federal laws and regulations regarding auditor independence. Furthermore, the Board, the Audit Committee and management believe that, if implemented, this proposal would prevent the Audit Committee from exercising its appropriate business judgment and would not be consistent with the interests of stockholders.

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     In light of the protections already in place, as overseen by the Board’s independent Audit Committee, the Board of Directors believes that the independence of the company’s outside auditor will not be impaired by the provision of certain non-audit services as permitted under the Sarbanes-Oxley Act and the SEC’s rules and regulations. The Board also believes that implementing this stockholder proposal will likely result in additional time and expense, without a corresponding benefit, for the company.

     THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE “AGAINST” THE ADOPTION OF THIS STOCKHOLDER PROPOSAL. PROXIES SOLICITED BY THE BOARD OF DIRECTORS WILL BE SO VOTED UNLESS STOCKHOLDERS SPECIFY OTHERWISE IN THEIR PROXIES.

2006 PROXY PROPOSALS

     To be considered for inclusion in next year’s proxy statement, the company must receive stockholder proposals relating to the 2006 Annual Meeting of Stockholders at its principal executive offices, 345 East Main Street, Warsaw, Indiana 46580, attention: Secretary, no later than November 22, 2005.

INCORPORATION BY REFERENCE

     The sections of this Proxy Statement entitled “Audit Committee Report,” “Compensation and Management Development Committee Report” and “Performance Graph” do not constitute soliciting material and should not be deemed filed or incorporated by reference into any other company filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent the company specifically incorporates them by reference therein.

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Appendix A

     As permitted by the rules of the New York Stock Exchange, the Board has adopted categorical standards to assist it in making determinations of independence. These standards incorporate, and are consistent with, the definition of “independent” contained in the New York Stock Exchange listing rules. Any determination of independence for a director who does not meet these standards will be specifically explained in the Company’s proxy statement. The standards are as follows:

     A. A director will not be independent if, within the preceding three years:

     B. A director will not be independent if:

     C. A director will not be independent for purposes of serving on the Company’s Audit Committee if:

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     D. For purposes of these director independence standards:

     E. Transition Rule:

     The three-year look-back period set forth in paragraph A above began to apply November 4, 2004. Prior to that, a one-year look-back period applied.

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Appendix B

CHARTER OF THE AUDIT COMMITTEE

Purpose

     The Audit Committee (the “Committee”) of the Board of Directors (the “Board”) of Zimmer Holdings, Inc. (the “Company”) is appointed by the Board to assist the Board in fulfilling its responsibility to oversee (1) the integrity of the Company’s financial statements, (2) the independent auditor’s qualifications and independence, (3) the performance of the Company’s internal audit function and independent auditors, and (4) the Company’s compliance with legal and regulatory requirements.

Committee Membership

     The Committee shall consist of at least three directors. The members of the Committee shall meet the independence and experience requirements of the New York Stock Exchange and Rule 10A-3(b)(1) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). At least one member of the Committee shall be an “audit committee financial expert” as defined by the SEC. Committee members shall not simultaneously serve on the audit committees of more than two other public companies.

Committee Authority and Responsibilities

     The Committee’s job is one of oversight, recognizing that the Company’s management is responsible for preparing the Company’s financial statements and for developing and maintaining systems of internal accounting and financial controls and that independent auditors are responsible for their audit of the financial statements and obtaining the necessary understanding of the internal controls to conduct the audit, along with reporting identified areas of improvement in internal controls identified during the course of the audit. The Committee also recognizes that the financial management and the internal and independent auditors have more knowledge and information about the Company than do Committee members. Consequently, in carrying out its oversight responsibilities, the Committee is not providing any expert or special assurance as to the Company’s financial statements or internal controls or any professional certification as to the independent auditor’s work.

Oversight of the Company’s Relationship with the Independent Auditor

     1. The Committee shall be directly responsible for the appointment, compensation, retention and oversight of the work of the independent auditor, including resolution of disagreements between management and the independent auditor regarding financial reporting. The independent auditor shall report directly to the Committee.

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     3. The Committee shall preapprove all auditing services and permissible non-audit services, including the fees and terms thereof, to be provided to the Company by the independent auditor, either before the independent auditor is engaged for the particular service or pursuant to preappoval policies and procedures established by the Committee, subject to the de minimis exception for non-audit services described in Section 10A(i) of the Exchange Act.

Financial Statement and Disclosure Matters

     11. The Committee shall review with the independent auditor and with management the proposed scope of the annual audit, past audit experience, the Company’s program for the internal examination and verification of the Company’s accounting documents and supporting data, recently completed internal examinations of the Company’s accounting documents and supporting data and other matters bearing upon the scope of the audit.

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     17. The Committee shall review major issues as to the adequacy of the Company’s internal controls and any special audit steps adopted in light of material control deficiencies.

Oversight of the Company’s Internal Audit Function

     24. The Committee shall review and approve the appointment or termination of the director/ vice president of internal audit.

Other Responsibilities

     28. The Committee shall establish and maintain procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters and the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters.

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     35. The Committee shall maintain minutes or other records of its meetings and make reports on its meetings to the Board.

Last Reviewed and Revised on December 15, 2004

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Appendix C

ZIMMER HOLDINGS, INC.

     1. Purpose: The purpose of the Zimmer Holdings, Inc. TeamShare Stock Option Plan (the “Plan”) is to advance the interests of Zimmer Holdings, Inc. and its Subsidiaries and Affiliates by giving substantially all Employees a stake in the Company’s future growth, in the form of stock options, thereby improving such Employees’ long-term incentives and aligning their interests with those of the Company’s shareholders.

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     4. Administration: The Plan shall be administered under the supervision of the Board of Directors of the Company, which may exercise its powers, to the extent herein provided, through the agency of the Compensation and Management Development Committee (the “Committee”), which shall be appointed by the Board of Directors of the Company and shall consist of not less than two (2) directors who shall serve at the pleasure of the Board. In addition, the Board of Directors or the Committee may delegate in writing any or all of its authority hereunder to one or more other committees or subcommittees, and the initial grants to be made at the time of the spin-off of the Company’s stock from Bristol-Myers Squibb Company may be made by the Compensation and Management Development Committee of the Board of Directors of Bristol-Myers Squibb Company. To the extent that the Board of Directors or a committee administers the Plan, references to the Committee shall mean the Board of Directors or such committee.

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     17. Grants in Connection with Corporate Transactions and Otherwise: Nothing contained in this Plan shall be construed to (i) limit the right of the Committee to make grants under this Plan in connection with the acquisition, by purchase, lease, merger, consolidation or otherwise, of the business or assets of any corporation, firm or association, including grants to employees thereof who become employees of the Company, or for other proper corporate purposes, or (ii) limit the right of the Company to grant options or make other awards outside of this Plan. Without limiting the foregoing, the Committee may make a grant to an employee of another corporation who becomes an employee of the Company by reason of a corporate merger, consolidation, acquisition of stock or property, reorganization or liquidation involving the Company in substitution for an option or award granted by such corporation. The terms and conditions of the substitute grants may vary from the terms and conditions required by the Plan and from those of the substituted stock incentives. The Committee shall prescribe the provisions of the substitute grants. Any options that are converted into Company options as a result of a merger or acquisition will not count against the limitations provided under Section 3.

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