SecProbe.io

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Mail Stop 6010

					        December 20, 2005

Via Facsimile and U.S. Mail

Sam R. Leno
Executive Vice President, Corporate Finance and Operations
and Chief Financial Officer
Zimmer Holdings, Inc.
345 East Main Street
Warsaw, IN  46580

	Re:	Zimmer Holdings, Inc.
		Form 10-K for the fiscal year ended December 31, 2004
      Form 8-K dated October 26, 2005
		File No. 001-16407

Dear Mr. Leno:

      We have reviewed your filings and have the following
comment.
We have limited our review to matters related to the issue raised
in
our comment.  Where indicated, we think you should revise your
future
filings in response to this comment.  If you disagree, we will
consider your explanation as to why our comment is inapplicable or
a
revision is unnecessary.  Please be as detailed as necessary in
your
explanation.  In our comment, we ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comment or on any other
aspects
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.
Form 8-K dated October 26, 2005

1. We note that you present your non-GAAP measures in the form of
statements of operations. That format may be confusing to
investors
as it also reflects several non-GAAP measures, including non-GAAP
cost of products sold, non-GAAP gross profit, non-GAAP acquisition
expenses, non-GAAP operating expenses, non-GAAP operating profit,
non-GAAP income tax expense and non-GAAP net income and income per
share amounts, each of which have not been separately identified
and
described to investors. In fact, it appears that management does
not
use all of these non-GAAP measures but they are shown here as a
result of the presentation format.  Please note that Instruction 2
to
Item 2.02 of Form 8-K requires that when furnishing information
under
this item you must provide all the disclosures required by
paragraph
(e)(1)(i) of Item 10 of Regulation S-K and FAQ 8 Regarding the Use
of
Non-GAAP Financial Measures dated June 13, 2003 for each non-GAAP
measure presented. You should explain why you believe each measure
provides useful information to investors.

* To eliminate investor confusion, please remove the non-GAAP
statements of operations format from future filings and only
disclose
those non-GAAP measures used by management with the appropriate
reconciliations.

* Otherwise, confirm that you will revise your Forms 8-K in future
periods to provide all the disclosures required by Item
10(e)(1)(i)
of Regulation S-K and FAQ 8 for each non-GAAP measure presented in
the statement, and provide us with a sample of your proposed
disclosure. We may have further comment.

* * * * * * * *

      As appropriate, please respond to this comment within 10
business days or tell us when you will provide us with a response.
Please furnish a cover letter that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please file
your cover letter on EDGAR.  Please understand that we may have
additional comments after reviewing your amendment and responses
to
our comment.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require.
Since the company and its management are in possession of all
facts
relating to a company`s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that

* The company is responsible for the adequacy and accuracy of the
disclosure in the filings;
* Staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and
* The company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

      You may contact Kevin Vaughn, Staff Accountant, at (202)
551-
3643 if you have questions regarding these comments.  In this
regard,
do not hesitate to contact Michele Gohlke, Branch Chief, at (202)
551-3327.

							Sincerely,

							Kevin Vaughn
							Staff Accountant

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Sam R. Leno
Zimmer Holdings, Inc.
December 20, 2005
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