Edgar Filing: INTEGRA LIFESCIENCES HOLDINGS CORP

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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3235-0287

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

SOROS GEORGE

2. Issuer Name and Ticker or Trading Symbol
INTEGRA LIFESCIENCES HOLDINGS CORP [IART]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

C/O SOROS FUND MANAGEMENT LLC, 888 SEVENTH AVENUE, 33RD FLOOR

3. Date of Earliest Transaction (Month/Day/Year)
12/01/2004

(Street)

NEW YORK, NY 10106

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/02/2004		S		1,000	D	$ 34.824	2,984,228	I	See Footnotes ⁽¹⁾ ⁽²⁾ ⁽³⁾
Common Stock	12/02/2004		S		1,000	D	$ 34.285	2,983,228	I	See Footnotes ⁽¹⁾ ⁽²⁾ ⁽³⁾
Common Stock	12/02/2004		S		1,000	D	$ 34.8395	2,982,228	I	See Footnotes ⁽¹⁾ ⁽²⁾ ⁽³⁾
Common Stock	12/02/2004		S		1,000	D	$ 34.84	2,981,228	I	See Footnotes ⁽¹⁾ ⁽²⁾ ⁽³⁾
Common Stock	12/02/2004		S		1,000	D	$ 34.8459	2,980,228	I	See Footnotes ⁽¹⁾ ⁽²⁾ ⁽³⁾
Common Stock	12/02/2004		S		1,000	D	$ 34.849	2,979,228	I	See Footnotes ⁽¹⁾ ⁽²⁾ ⁽³⁾
Common Stock	12/02/2004		S		1,000	D	$ 34.852	2,978,228	I	See Footnotes ⁽¹⁾ ⁽²⁾ ⁽³⁾
Common Stock	12/02/2004		S		1,000	D	$ 34.8565	2,977,228	I	See Footnotes ⁽¹⁾ ⁽²⁾ ⁽³⁾
Common Stock	12/02/2004		S		1,000	D	$ 34.8568	2,976,228	I	See Footnotes ⁽¹⁾ ⁽²⁾ ⁽³⁾
Common Stock	12/02/2004		S		1,000	D	$ 34.857	2,975,228	I	See Footnotes ⁽¹⁾ ⁽²⁾ ⁽³⁾
Common Stock	12/02/2004		S		1,000	D	$ 34.8592	2,974,228	I	See Footnotes ⁽¹⁾ ⁽²⁾ ⁽³⁾
Common Stock	12/02/2004		S		100	D	$ 34.88	2,974,128	I	See Footnotes ⁽¹⁾ ⁽²⁾ ⁽³⁾
Common Stock	12/02/2004		S		1,000	D	$ 34.8832	2,973,128	I	See Footnotes ⁽¹⁾ ⁽²⁾ ⁽³⁾
Common Stock	12/02/2004		S		2,000	D	$ 34.8894	2,971,128	I	See Footnotes ⁽¹⁾ ⁽²⁾ ⁽³⁾
Common Stock	12/02/2004		S		1,000	D	$ 34.8926	2,970,128	I	See Footnotes ⁽¹⁾ ⁽²⁾ ⁽³⁾
Common Stock	12/02/2004		S		228	D	$ 34.8961	2,969,900	I	See Footnotes ⁽¹⁾ ⁽²⁾ ⁽³⁾
Common Stock	12/02/2004		S		1,000	D	$ 34.8984	2,968,900	I	See Footnotes ⁽¹⁾ ⁽²⁾ ⁽³⁾
Common Stock	12/02/2004		S		1,000	D	$ 34.902	2,967,900	I	See Footnotes ⁽¹⁾ ⁽²⁾ ⁽³⁾
Common Stock	12/02/2004		S		1,000	D	$ 34.9045	2,966,900	I	See Footnotes ⁽¹⁾ ⁽²⁾ ⁽³⁾
Common Stock	12/02/2004		S		1,000	D	$ 34.906	2,965,900	I	See Footnotes ⁽¹⁾ ⁽²⁾ ⁽³⁾
Common Stock	12/02/2004		S		1,000	D	$ 34.9087	2,964,900 ⁽⁴⁾	I	See Footnotes ⁽¹⁾ ⁽²⁾ ⁽³⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
SOROS GEORGE C/O SOROS FUND MANAGEMENT LLC 888 SEVENTH AVENUE, 33RD FLOOR NEW YORK, NY 10106		X

Signatures

John F. Brown as Attorney-in-Fact for George Soros		12/03/2004
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Each of the transactions in the Issuer's common shares, $0.01 par value per share ("Common Stock"), reported herein was effected in the form of a single trade or a group of trades at the same sale price, portions of which were allocated between the accounts of QIP and SFM Domestic Investments (each as defined below).
(2)	Of each trade, approximately 79.11% of the amount of Common Stock reported herein was allocated to the account of Quantum Industrial Partners LDC ("QIP"), an exempted limited duration company formed under the laws of the Cayman Islands. QIH Management Investor, L.P. ("QIHMI"), an advisory firm organized as a Delaware limited partnership, is a minority shareholder of, and is vested with investment discretion with respect to, portfolio assets held for the account of QIP. The sole general partner of QIHMI is QIH Management LLC ("QIH Management"), a limited liability company formed under the laws of the State of Delaware. Soros Fund Management LLC ("SFM LLC"), a limited liability company formed under the laws of the State of Delaware, is the sole managing member of QIH Management. The Reporting Person is the Chairman of SFM LLC and, in such capacity, may be deemed to have voting and dispositive power over the Common Stock held for the account of QIP.
(3)	Of each trade, approximately 20.89% of the amount of Common Stock reported herein was allocated to the account of SFM Domestic Investments LLC, a limited liability company formed under the laws of the State of Delaware ("SFM Domestic Investments"). The Reporting Person is the sole managing member of SFM Domestic Investment and, in such capacity, may be deemed to have voting and dispositive power over the Common Stock held for the account of SFM Domestic Investments.
(4)	Of the 2,964,900 shares of Common Stock reported herein, (i) 2,345,515 shares of Common Stock are held for the account of QIP and (ii) 619,385 shares of Common Stock are held for the account of SFM Domestic Investments.
Remarks: The filing of this statement shall not be deemed an admission that the Reporting Person is the beneficial owner of any securities not held directly for his account for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise.

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