<PAGE>   1
      AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 8, 2001
                                                  Registration No.333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    ---------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER

                           THE SECURITIES ACT OF 1933

                                    ---------

                                CYBERONICS, INC.

             (Exact name of registrant as specified in its charter)

                                    ---------

          DELAWARE                                                0236465
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                              Identification No.)

                       16511 SPACE CENTER BLVD., SUITE 600
                              HOUSTON, TEXAS 77058
                                 (281) 228-7200
          (Address of principal executive offices, including zip code)

                                    ---------

              CYBERONICS, INC. AMENDED AND RESTATED 1997 STOCK PLAN
              STAND-ALONE STOCK OPTION AGREEMENT FOR ALAN D. TOTAH
                            (Full title of the plan)

                               PAMELA B. WESTBROOK
                    VICE PRESIDENT & CHIEF FINANCIAL OFFICER
                       16511 SPACE CENTER BLVD., SUITE 600
                              HOUSTON, TEXAS 77058
                     (Name and address of agent for service)

                                 (281) 228-7200
          (Telephone number, including area code, of agent for service)

                                   Copies to:
                                 David P. Oelman
                             Vinson & Elkins L.L.P.
                    2300 First City Tower, 1001 Fannin Street
                              Houston, Texas 77002
                                 (713) 758-2222

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
==================================================================================================================

              TITLE OF                     MAXIMUM         PROPOSED MAXIMUM   PROPOSED MAXIMUM
          SECURITIES TO BE              AMOUNT TO BE      OFFERING PRICE PER     AGGREGATE           AMOUNT OF
             REGISTERED               REGISTERED (1)(2)        SHARE (3)       OFFERING PRICE    REGISTRATION FEE
------------------------------------------------------------------------------------------------------------------
<S>                                    <C>                <C>                 <C>                <C>
   Common Stock,
   $.01 par value..............        1,000,000 Units         $22.00            $22,000,000          $5,500
------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  The number of shares of Common Stock registered hereby consists of 900,000
     additional shares authorized to be issued under the Amended and Restated
     1997 Stock Plan (the "Plan") and 100,000 additional shares authorized to be
     issued to Alan D. Totah, under a stock option agreement An aggregate of
     1,000,000 shares were previously registered by the Company under a
     Registration Statement on Form S-8 (SEC File No. 333-49905), filed with the
     Securities and Exchange Commission on April 10, 1998. The number of shares
     of Common Stock registered hereby is subject to adjustment to prevent
     dilution resulting from stock splits, stock dividends or similar
     transactions.

(2)  Includes preferred share purchase rights associated with the Common Stock.
     No separate fee is payable in respect of the registration of such preferred
     share purchase rights.

(3)  Estimated in part pursuant to Rule 457(h) under the Securities Act of 1933
     (the "Securities Act"), and in part pursuant to Rule 457(c) under the
     Securities Act. The proposed maximum offering price per share represents a
     weighted average of the foregoing estimates calculated in accordance with
     Rule 457(c) and 457(h) under the Securities Act.
================================================================================


<PAGE>   2

                                     PART I

                INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS

     The document(s) containing the information specified in Part I of Form S-8
will be sent or given to participants as specified by Rule 428(b)(1) of the
Securities Act of 1933, as amended (the "Securities Act"). Such documents need
not be filed with the Securities and Exchange Commission (the "Commission")
either as a part of this Registration Statement or as prospectuses of prospectus
supplements pursuant to Rule 424. These documents and the documents incorporated
herein by reference pursuant to Item 3 of Part II of this Registration
Statement, taken together, constitute a prospectus that meets the requirements
of Section 10(a) of the Securities Act (the "Prospectus").

                                     PART II

                                EXPLANATORY NOTE

     This Registration Statement on Form S-8 is being filed for the purpose of
registering an additional 900,000 shares of the Registrant's Common Stock, par
value $0.01 per share, (the "Common Stock") to be issued pursuant to the
Registrant's Amended and Restated 1997 Stock Plan (the "Plan") and an additional
100,000 shares of Common Stock authorized to be issued upon the exercise of
options granted pursuant to a stand-alone stock option agreement with Mr. Alan
D. Totah.


                                      -2-
<PAGE>   3


                                     PART II

               INFORMATION REQUIRED IN THIS REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents previously filed with the Securities and Exchange
Commission are incorporated by reference and made a part of this prospectus.

          o    the description of our common stock contained in our registration
               statement on Form 8-A dated February 10, 1993, including any
               amendment to that form that we may have filed in the past, or may
               file in the future, for the purpose of updating the description
               of our common stock;

          o    our annual report on Form 10-K for the fiscal year ended
               June 30, 2000;

          o    our quarterly report on Form 10-Q for the quarter ended
               September 30, 2000;

          o    our quarterly report on Form 10-Q for the quarter ended
               December 31, 2000;

          o    our current report on Form 8-K, filed with the SEC on
               September 12, 2000;

          o    our current report on Form 8-K, filed with the SEC on
               September 26, 2000; and

          o    our amendment to our current report on Form 8-K, filed with the
               SEC on September 28, 2000;

     All documents we have filed pursuant to Sections 13(a), 13(c), 14 and 15(d)
of the Securities Exchange Act of 1934 subsequent to the effective date of this
Registration Statement, prior to the filing of a post-effective amendment which
indicates that all securities offered by this prospectus have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference of this prospectus and to be a part of this prospectus
from the date of filing of such documents. Any statement contained herein or in
any document incorporated or deemed to be incorporated by reference shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained in any other subsequently filed
document which also is or is deemed to be incorporated by reference modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed to constitute a part of this Registration Statement, except as so
modified or superseded.

ITEM 4.  DESCRIPTION OF SECURITIES.

     Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Article VIII of Cyberonics' Certificate of Incorporation, a copy of which
is filed as Exhibit 4.1, provides that directors, officers, employees and agents
shall be indemnified to the fullest extent permitted by the Delaware General
Corporation Law ("DGCL").

     Section 145 of the DGCL authorizes, inter alia, a corporation to indemnify
any person ("indemnitee") who was or is a party or is threatened to be made a
party to any threatened, pending or completed action, suit or proceeding, by or
in the right of the corporation), by reason of the fact that such person is or
was an officer or director of such corporation, or is or was serving at the
request of such corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise. The amounts
paid in settlement actually and reasonably incurred by such person in connection
with such action, suit or proceeding, provided that he acted in good faith and
in a manner he reasonably believed to be in or not opposed to the best interests
of the corporation and, with respect to any criminal action or proceeding, had
no reasonable cause to believe his conduct was unlawful. A Delaware corporation
may indemnify past or present officers and directors of such corporation or of
another corporation or other enterprise at the former corporation's request, in
an action by or in the right of the corporation to procure a judgment in its
favor under


                                      II-1
<PAGE>   4


the same conditions, except that no indemnification is permitted without
judicial approval if such person is adjudged to be liable to the corporation.
Where an officer or director is successful on the merits or otherwise in defense
of any action referred to above, or in defense of any claim, issue or matter
therein, the corporation must indemnify him against the expenses (including
attorney's fees) which he actually and reasonably incurred in connection
therewith. Section 145 further provides that any indemnification shall be made
by the corporation only as authorized in each specific case upon a determination
by the (i) stockholders, (ii) board of directors by a majority vote of a quorum
consisting of directors who were not parties to such action, suit or proceeding
or (iii) independent counsel if a quorum of disinterested directors so directs.
Section 145 provides that indemnification pursuant to its provisions is not
exclusive of other rights of indemnification to which a person may be entitled
under any bylaw, agreement, vote of stockholders or disinterested directors or
otherwise.

     Section 145 of the DGCL also empowers Cyberonics to purchase and maintain
insurance on behalf of any person who is or was an officer or director of
Cyberonics against liability asserted against or incurred by him in any such
capacity, whether or not Cyberonics would have the power to indemnify such
officer or director against such liability under the provisions of Section 145.
Cyberonics intends to purchase and maintain a directors' and officers' liability
policy for such purposes.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8.  EXHIBITS.

     Unless otherwise indicated below as being incorporated by reference to
another filing of the Company with the Commission, each of the following
exhibits is filed herewith:

         4.1      Restated Certificate of Incorporation (incorporated by
                  reference to Exhibit 3.1 to the Company's Registration
                  Statement on Form S-3 filed with the Securities and Exchange
                  Commission on February 21, 2001).

         4.2      Bylaws of the Company (incorporated by reference to Exhibit
                  3.2 to the Company's Report on Form 8-K filed with the
                  Securities & Exchange Commission on September 12, 2000).

         4.3*     Specimen Common Stock Certificate.

         4.4*     Stand-Alone Stock Option Agreement with Alan D. Totah.

         4.5*     Cyberonics, Inc. Amended and Restated 1997 Stock Plan.

         5.1*     Opinion of Vinson & Elkins L.L.P.

         23.1*    Consent of Arthur Andersen LLP.

         23.2*    Consent of Vinson & Elkins L.L.P. (contained in Exhibit 5.1
                  hereto).

         24.1*    Powers of Attorney (included on the signature page to this
                  registration statement).

--------------
*    Filed herewith.


                                      II-2
<PAGE>   5


                                  UNDERTAKINGS

     The undersigned Registrant hereby undertakes:

     (1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:

          (a) To include any prospectus required by Section 10(a)(3) of the
     Securities Act;

          (b) To reflect in the prospectus any facts or events arising after the
     effective date of this Registration Statement (or the most recent
     post-effective amendment thereof) which, individually or in the aggregate,
     represent a fundamental change in the information set forth in this
     Registration Statement. Notwithstanding the foregoing, any increase or
     decrease in volume of securities offered (if the total dollar value of
     securities offered would not exceed that which was registered) and any
     deviation from the low or high end of the estimated maximum offering range
     may be reflected in the form of a prospectus filed with the Commission
     pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
     price represent no more than a 20% change in the maximum aggregate offering
     price set forth in the "Calculation of Registration Fee" table in the
     effective registration statement;

          (c) To include any material information with respect to the plan of
     distribution not previously disclosed in this Registration Statement or any
     material change to such information in this Registration Statement;

provided, however, that paragraphs (1)(a) and (1)(b) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in this Registration Statement.

     (2) That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

     (3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

     (4) That, for the purposes of determining any liability under the
Securities Act, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to Section 15(d) of
the Exchange Act) that is incorporated by reference in this Registration
Statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

     (5) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.


                                      II-3
<PAGE>   6
                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable rounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Houston, State of Texas, on the 8th day of March
2001.

                                      CYBERONICS, INC.


                                      By: /s/ ROBERT P. CUMMINS
                                          --------------------------------
                                          Robert P. Cummins
                                          President and Chief Executive Officer

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Robert P. Cummins and Pamela B. Westbrook
as his or her true and lawful attorney-in-fact and agent, with full power of
substitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement, and to file the same with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and anything appropriate or
necessary to be done, as fully and for all intents and purposes as he or she
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agent or their substitute or substitutes may lawfully do
or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the 8th day of March, 2001.

<TABLE>
<CAPTION>
              SIGNATURE                                     TITLE
              ---------                                     -----
<S>                                   <C>

/s/ ROBERT P. CUMMINS
------------------------------
Robert P. Cummins                     President, Chief Executive Officer and
                                      Director (Principal Executive Officer)

/s/ PAMELA B. WESTBROOK
------------------------------
Pamela B. Westbrook                   Vice President and Chief Financial Officer
                                      (Principal Accounting Officer)

/s/ REESE S. TERRY
------------------------------
Reese S. Terry                        Chairman of the Board of Directors and
                                      Secretary

/s/ STANLEY H. APPEL, M.D.
------------------------------
Stanley H. Appel, M.D.                Director


/s/ TONY COELHO
------------------------------
Tony Coelho                           Director


/s/ THOMAS A. DUERDEN, Ph.D
------------------------------
Thomas A. Duerden, Ph.D.              Director


/s/ MICHAEL J. STRAUSS, M.D.
------------------------------
Michael J. Strauss, M.D.              Director


/s/ ALAN J. OLSEN
------------------------------
Alan J. Olsen                         Director
</TABLE>


                                      II-4

<PAGE>   7


                                INDEX TO EXHIBITS

<TABLE>
<CAPTION>
EXHIBIT
NUMBER                              DESCRIPTION
------                              -----------
<S>               <C>
         4.1      Restated Certificate of Incorporation (incorporated by
                  reference to Exhibit 3.1 to the Company's Registration
                  Statement on Form S-3 filed with the Securities and Exchange
                  Commission on February 21, 2001).

         4.2      Bylaws of the Company (incorporated by reference to Exhibit
                  3.2 to the Company's Report on Form 8-K filed with the
                  Securities & Exchange Commission on September 12, 2000).

         4.3*     Specimen Common Stock Certificate.

         4.4*     Stand-Alone Stock Option Agreement with Alan D. Totah.

         4.5*     Cyberonics, Inc. Amended and Restated 1997 Stock Plan.

         5.1*     Opinion of Vinson & Elkins L.L.P.

         23.1*    Consent of Arthur Andersen LLP.

         23.2*    Consent of Vinson & Elkins L.L.P. (contained in Exhibit 5.1
                  hereto).

         24.1*    Powers of Attorney (included on the signature page to this
                  registration statement).
</TABLE>

--------------
*    Filed herewith.
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{"company-data": {"conformed-name": "CYBERONICS INC", "cik": "0000864683", "assigned-sic": "3845", "irs-number": "760236465", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-56694", "film-number": "1563476"}, "business-address": {"street1": "16511 SPACE CENTER BLVD", "street2": "SUITE 600", "city": "HOUSTON", "state": "TX", "zip": "77058", "phone": "7133321375"}, "mail-address": {"street1": "16511 SPACE CENTER BLVD", "street2": "SUITE 600", "city": "HOUSTON", "state": "TX", "zip": "77058"}}
1
      AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 8, 2001
                                                  Registration No.333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    ---------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER

                           THE SECURITIES ACT OF 1933

                                    ---------

                                CYBERONICS, INC.

             (Exact name of registrant as specified in its charter)

                                    ---------

          DELAWARE                                                0236465
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                              Identification No.)

                       16511 SPACE CENTER BLVD., SUITE 600
                              HOUSTON, TEXAS 77058
                                 (281) 228-7200
          (Address of principal executive offices, including zip code)

                                    ---------

              CYBERONICS, INC. AMENDED AND RESTATED 1997 STOCK PLAN
              STAND-ALONE STOCK OPTION AGREEMENT FOR ALAN D. TOTAH
                            (Full title of the plan)

                               PAMELA B. WESTBROOK
                    VICE PRESIDENT & CHIEF FINANCIAL OFFICER
                       16511 SPACE CENTER BLVD., SUITE 600
                              HOUSTON, TEXAS 77058
                     (Name and address of agent for service)

                                 (281) 228-7200
          (Telephone number, including area code, of agent for service)

                                   Copies to:
                                 David P. Oelman
                             Vinson & Elkins L.L.P.
                    2300 First City Tower, 1001 Fannin Street
                              Houston, Texas 77002
                                 (713) 758-2222

                         CALCULATION OF REGISTRATION FEE
==================================================================================================================

              TITLE OF                     MAXIMUM         PROPOSED MAXIMUM   PROPOSED MAXIMUM
          SECURITIES TO BE              AMOUNT TO BE      OFFERING PRICE PER     AGGREGATE           AMOUNT OF
             REGISTERED               REGISTERED (1)(2)        SHARE (3)       OFFERING PRICE    REGISTRATION FEE
------------------------------------------------------------------------------------------------------------------
Common Stock,
   $.01 par value..............        1,000,000 Units         $22.00            $22,000,000          $5,500
------------------------------------------------------------------------------------------------------------------
(1)  The number of shares of Common Stock registered hereby consists of 900,000
     additional shares authorized to be issued under the Amended and Restated
     1997 Stock Plan (the "Plan") and 100,000 additional shares authorized to be
     issued to Alan D. Totah, under a stock option agreement An aggregate of
     1,000,000 shares were previously registered by the Company under a
     Registration Statement on Form S-8 (SEC File No. 333-49905), filed with the
     Securities and Exchange Commission on April 10, 1998. The number of shares
     of Common Stock registered hereby is subject to adjustment to prevent
     dilution resulting from stock splits, stock dividends or similar
     transactions.

(2)  Includes preferred share purchase rights associated with the Common Stock.
     No separate fee is payable in respect of the registration of such preferred
     share purchase rights.

(3)  Estimated in part pursuant to Rule 457(h) under the Securities Act of 1933
     (the "Securities Act"), and in part pursuant to Rule 457(c) under the
     Securities Act. The proposed maximum offering price per share represents a
     weighted average of the foregoing estimates calculated in accordance with
     Rule 457(c) and 457(h) under the Securities Act.
================================================================================
2

                                     PART I

                INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS

     The document(s) containing the information specified in Part I of Form S-8
will be sent or given to participants as specified by Rule 428(b)(1) of the
Securities Act of 1933, as amended (the "Securities Act"). Such documents need
not be filed with the Securities and Exchange Commission (the "Commission")
either as a part of this Registration Statement or as prospectuses of prospectus
supplements pursuant to Rule 424. These documents and the documents incorporated
herein by reference pursuant to Item 3 of Part II of this Registration
Statement, taken together, constitute a prospectus that meets the requirements
of Section 10(a) of the Securities Act (the "Prospectus").

                                     PART II

                                EXPLANATORY NOTE

     This Registration Statement on Form S-8 is being filed for the purpose of
registering an additional 900,000 shares of the Registrant's Common Stock, par
value $0.01 per share, (the "Common Stock") to be issued pursuant to the
Registrant's Amended and Restated 1997 Stock Plan (the "Plan") and an additional
100,000 shares of Common Stock authorized to be issued upon the exercise of
options granted pursuant to a stand-alone stock option agreement with Mr. Alan
D. Totah.

                                      -2-
3

                                     PART II

               INFORMATION REQUIRED IN THIS REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents previously filed with the Securities and Exchange
Commission are incorporated by reference and made a part of this prospectus.

          o    the description of our common stock contained in our registration
               statement on Form 8-A dated February 10, 1993, including any
               amendment to that form that we may have filed in the past, or may
               file in the future, for the purpose of updating the description
               of our common stock;

          o    our annual report on Form 10-K for the fiscal year ended
               June 30, 2000;

          o    our quarterly report on Form 10-Q for the quarter ended
               September 30, 2000;

          o    our quarterly report on Form 10-Q for the quarter ended
               December 31, 2000;

          o    our current report on Form 8-K, filed with the SEC on
               September 12, 2000;

          o    our current report on Form 8-K, filed with the SEC on
               September 26, 2000; and

          o    our amendment to our current report on Form 8-K, filed with the
               SEC on September 28, 2000;

     All documents we have filed pursuant to Sections 13(a), 13(c), 14 and 15(d)
of the Securities Exchange Act of 1934 subsequent to the effective date of this
Registration Statement, prior to the filing of a post-effective amendment which
indicates that all securities offered by this prospectus have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference of this prospectus and to be a part of this prospectus
from the date of filing of such documents. Any statement contained herein or in
any document incorporated or deemed to be incorporated by reference shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained in any other subsequently filed
document which also is or is deemed to be incorporated by reference modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed to constitute a part of this Registration Statement, except as so
modified or superseded.

ITEM 4.  DESCRIPTION OF SECURITIES.

     Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Article VIII of Cyberonics' Certificate of Incorporation, a copy of which
is filed as Exhibit 4.1, provides that directors, officers, employees and agents
shall be indemnified to the fullest extent permitted by the Delaware General
Corporation Law ("DGCL").

     Section 145 of the DGCL authorizes, inter alia, a corporation to indemnify
any person ("indemnitee") who was or is a party or is threatened to be made a
party to any threatened, pending or completed action, suit or proceeding, by or
in the right of the corporation), by reason of the fact that such person is or
was an officer or director of such corporation, or is or was serving at the
request of such corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise. The amounts
paid in settlement actually and reasonably incurred by such person in connection
with such action, suit or proceeding, provided that he acted in good faith and
in a manner he reasonably believed to be in or not opposed to the best interests
of the corporation and, with respect to any criminal action or proceeding, had
no reasonable cause to believe his conduct was unlawful. A Delaware corporation
may indemnify past or present officers and directors of such corporation or of
another corporation or other enterprise at the former corporation's request, in
an action by or in the right of the corporation to procure a judgment in its
favor under

                                      II-1
4

the same conditions, except that no indemnification is permitted without
judicial approval if such person is adjudged to be liable to the corporation.
Where an officer or director is successful on the merits or otherwise in defense
of any action referred to above, or in defense of any claim, issue or matter
therein, the corporation must indemnify him against the expenses (including
attorney's fees) which he actually and reasonably incurred in connection
therewith. Section 145 further provides that any indemnification shall be made
by the corporation only as authorized in each specific case upon a determination
by the (i) stockholders, (ii) board of directors by a majority vote of a quorum
consisting of directors who were not parties to such action, suit or proceeding
or (iii) independent counsel if a quorum of disinterested directors so directs.
Section 145 provides that indemnification pursuant to its provisions is not
exclusive of other rights of indemnification to which a person may be entitled
under any bylaw, agreement, vote of stockholders or disinterested directors or
otherwise.

     Section 145 of the DGCL also empowers Cyberonics to purchase and maintain
insurance on behalf of any person who is or was an officer or director of
Cyberonics against liability asserted against or incurred by him in any such
capacity, whether or not Cyberonics would have the power to indemnify such
officer or director against such liability under the provisions of Section 145.
Cyberonics intends to purchase and maintain a directors' and officers' liability
policy for such purposes.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8.  EXHIBITS.

     Unless otherwise indicated below as being incorporated by reference to
another filing of the Company with the Commission, each of the following
exhibits is filed herewith:

         4.1      Restated Certificate of Incorporation (incorporated by
                  reference to Exhibit 3.1 to the Company's Registration
                  Statement on Form S-3 filed with the Securities and Exchange
                  Commission on February 21, 2001).

         4.2      Bylaws of the Company (incorporated by reference to Exhibit
                  3.2 to the Company's Report on Form 8-K filed with the
                  Securities & Exchange Commission on September 12, 2000).

         4.3*     Specimen Common Stock Certificate.

         4.4*     Stand-Alone Stock Option Agreement with Alan D. Totah.

         4.5*     Cyberonics, Inc. Amended and Restated 1997 Stock Plan.

         5.1*     Opinion of Vinson & Elkins L.L.P.

         23.1*    Consent of Arthur Andersen LLP.

         23.2*    Consent of Vinson & Elkins L.L.P. (contained in Exhibit 5.1
                  hereto).

         24.1*    Powers of Attorney (included on the signature page to this
                  registration statement).

--------------
*    Filed herewith.

                                      II-2
5

                                  UNDERTAKINGS

     The undersigned Registrant hereby undertakes:

     (1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:

          (a) To include any prospectus required by Section 10(a)(3) of the
     Securities Act;

          (b) To reflect in the prospectus any facts or events arising after the
     effective date of this Registration Statement (or the most recent
     post-effective amendment thereof) which, individually or in the aggregate,
     represent a fundamental change in the information set forth in this
     Registration Statement. Notwithstanding the foregoing, any increase or
     decrease in volume of securities offered (if the total dollar value of
     securities offered would not exceed that which was registered) and any
     deviation from the low or high end of the estimated maximum offering range
     may be reflected in the form of a prospectus filed with the Commission
     pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
     price represent no more than a 20% change in the maximum aggregate offering
     price set forth in the "Calculation of Registration Fee" table in the
     effective registration statement;

          (c) To include any material information with respect to the plan of
     distribution not previously disclosed in this Registration Statement or any
     material change to such information in this Registration Statement;

provided, however, that paragraphs (1)(a) and (1)(b) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in this Registration Statement.

     (2) That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

     (3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

     (4) That, for the purposes of determining any liability under the
Securities Act, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to Section 15(d) of
the Exchange Act) that is incorporated by reference in this Registration
Statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

     (5) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

                                      II-3
6
                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable rounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Houston, State of Texas, on the 8th day of March
2001.

                                      CYBERONICS, INC.

                                      By: /s/ ROBERT P. CUMMINS
                                          --------------------------------
                                          Robert P. Cummins
                                          President and Chief Executive Officer

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Robert P. Cummins and Pamela B. Westbrook
as his or her true and lawful attorney-in-fact and agent, with full power of
substitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement, and to file the same with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and anything appropriate or
necessary to be done, as fully and for all intents and purposes as he or she
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agent or their substitute or substitutes may lawfully do
or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the 8th day of March, 2001.
SIGNATURE                                     TITLE
              ---------                                     -----
/s/ ROBERT P. CUMMINS
------------------------------
Robert P. Cummins                     President, Chief Executive Officer and
                                      Director (Principal Executive Officer)

/s/ PAMELA B. WESTBROOK
------------------------------
Pamela B. Westbrook                   Vice President and Chief Financial Officer
                                      (Principal Accounting Officer)

/s/ REESE S. TERRY
------------------------------
Reese S. Terry                        Chairman of the Board of Directors and
                                      Secretary

/s/ STANLEY H. APPEL, M.D.
------------------------------
Stanley H. Appel, M.D.                Director

/s/ TONY COELHO
------------------------------
Tony Coelho                           Director

/s/ THOMAS A. DUERDEN, Ph.D
------------------------------
Thomas A. Duerden, Ph.D.              Director

/s/ MICHAEL J. STRAUSS, M.D.
------------------------------
Michael J. Strauss, M.D.              Director

/s/ ALAN J. OLSEN
------------------------------
Alan J. Olsen                         Director
II-4
7

                                INDEX TO EXHIBITS
EXHIBIT
NUMBER                              DESCRIPTION
------                              -----------
4.1      Restated Certificate of Incorporation (incorporated by
                  reference to Exhibit 3.1 to the Company's Registration
                  Statement on Form S-3 filed with the Securities and Exchange
                  Commission on February 21, 2001).

         4.2      Bylaws of the Company (incorporated by reference to Exhibit
                  3.2 to the Company's Report on Form 8-K filed with the
                  Securities & Exchange Commission on September 12, 2000).

         4.3*     Specimen Common Stock Certificate.

         4.4*     Stand-Alone Stock Option Agreement with Alan D. Totah.

         4.5*     Cyberonics, Inc. Amended and Restated 1997 Stock Plan.

         5.1*     Opinion of Vinson & Elkins L.L.P.

         23.1*    Consent of Arthur Andersen LLP.

         23.2*    Consent of Vinson & Elkins L.L.P. (contained in Exhibit 5.1
                  hereto).

         24.1*    Powers of Attorney (included on the signature page to this
                  registration statement).
--------------
*    Filed herewith.