<PAGE>   1
     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON ________, 1998
                                                           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)


<TABLE>
<S>                                         <C>
        DELAWARE                                        76-0236465
------------------------                    ------------------------------------
(STATE OF INCORPORATION)                    (I.R.S. EMPLOYER IDENTIFICATION NO.)
</TABLE>

                       16511 SPACE CENTER BLVD., SUITE 600
                              HOUSTON, TEXAS 77058
                              --------------------



   (ADDRESS, INCLUDING ZIP CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

                                -----------------


                             1998 STOCK OPTION PLAN

                            (FULL TITLE OF THE PLAN)

                                -----------------

                              PAMELA B. WESTBROOK
                                CYBERONICS, INC.
                       16511 SPACE CENTER BLVD., SUITE 600
                              HOUSTON, TEXAS 77058
                                 (281) 332-1375
(NAME, ADDRESS, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)

                                   COPIES TO:
                             KENNETH M. SIEGEL, ESQ.
                        WILSON SONSINI GOODRICH & ROSATI
                            PROFESSIONAL CORPORATION
                               650 PAGE MILL ROAD
                               PALO ALTO, CA 94306
                                 (650) 493-9300


<TABLE>
<CAPTION>
                                        CALCULATION OF REGISTRATION FEE
================================================================================================================
                                        AMOUNT            PROPOSED           PROPOSED MAXIMUM       AMOUNT OF
      TITLE OF SECURITIES TO            TO BE         MAXIMUM OFFERING      AGGREGATE OFFERING    REGISTRATION
          BE REGISTERED               REGISTERED       PRICE PER SHARE            PRICE                FEE
---------------------------------- ---------------- --------------------- ---------------------- ---------------
<S>                                <C>              <C>                   <C>                    <C>     
Common Stock issuable under 1998   
Stock Option Plan, par value $0.01     300,000           $6.26(1)          $1,878,000(1)          $522.08
---------------------------------- ---------------- --------------------- ---------------------- ---------------
</TABLE>


(1)     ESTIMATED IN PART PURSUANT TO RULE 457(h) UNDER THE SECURITIES ACT OF
        1933, AS AMENDED (THE "SECURITIES ACT"), AND IN PART PURSUANT TO RULE
        457(c) UNDER THE SECURITIES ACT. WITH RESPECT TO 270,500 SHARES SUBJECT
        TO OUTSTANDING OPTIONS TO PURCHASE COMMON STOCK UNDER THE PLAN, THE
        PROPOSED MAXIMUM OFFERING PRICE PER SHARE IS EQUAL TO THE WEIGHTED
        AVERAGE EXERCISE PRICE OF $6.3125 PER SHARE PURSUANT TO RULE 457(h)
        UNDER THE SECURITIES ACT. WITH RESPECT TO 29,500 SHARES OF COMMON STOCK
        AVAILABLE FOR FUTURE GRANT UNDER THE PLAN, THE ESTIMATED PROPOSED
        MAXIMUM OFFERING PRICE PER SHARE WAS ESTIMATED PURSUANT TO RULE 457(c)
        UNDER THE SECURITIES ACT WHEREBY THE PER SHARE PRICE IS THE AVERAGE
        BETWEEN THE ASK AND BID PRICE REPORTED IN THE NASDAQ NATIONAL MARKET ON
        OCTOBER 28, 1998, WHICH AVERAGE WAS $5.7813. THE PROPOSED MAXIMUM
        OFFERING PRICE PER SHARE REPRESENTS A WEIGHTED AVERAGE OF THE FOREGOING
        ESTIMATES CALCULATED IN ACCORDANCE WITH RULES 457(c) AND 457(h) UNDER
        THE SECURITIES ACT. 



<PAGE>   2

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

EXPLANATORY NOTE

        This Registration Statement on Form S-8 is being filed for the purpose
of registering 300,000 shares of the Registrant's Common Stock, par value $0.01
per share, (the "Common Stock") to be issued pursuant to the Registrant's 1998
Stock Option Plan (the "Plan").

ITEM 3.        Incorporation of Documents by Reference.

               There are hereby incorporated by reference into this Registration
Statement the following documents and information heretofore filed with the
Commission:

               1. The Registrant's Annual Report on Form 10-K for the fiscal
year ended June 30, 1998 filed pursuant to Section 13(a) of the Securities and
Exchange Act of 1934, as amended (the "Exchange Act").

               2. The description of Registrant's Common Stock to be offered
hereby contained in the Company's Registration Statement on Form 8-A, as
declared effective by the Commission on February 10, 1993, filed pursuant to
Section 12 of the Exchange Act and, any amendment or report filed for the
purpose of updating such description.

        All documents, reports and definitive proxy or information statements
subsequently filed by Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d)
of the Exchange Act, prior to the filing of a post-effective amendment that
indicates that all securities offered have been sold or that deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be part hereof from the date of
filing such documents.



ITEM 4.        DESCRIPTION OF SECURITIES.

               Not applicable.

ITEM 5.        INTERESTS OF NAMED EXPERTS AND COUNSEL.

               Not applicable.



                                      II-2

<PAGE>   3

ITEM 6.        INDEMNIFICATION OF DIRECTORS AND OFFICERS.

               Section 145 of the Delaware General Corporation Law authorizes a
court to award or a corporation's Board of Directors to grant indemnification to
directors and officers in terms sufficiently broad to permit such
indemnification under certain circumstances for liabilities (including
reimbursement for expenses incurred) arising under the Securities Act of 1933,
as amended. The Company has included in the Certificate of Incorporation a
provision that to the fullest extent permitted by Delaware law, the Company's
directors will not be liable for monetary damages for breach of the directors'
fiduciary duty of care to the Company and its stockholders. In addition, the
Company's Bylaws provide that the Company is required to indemnify its officers
and directors to the fullest extent permitted by Delaware law, including those
circumstances in which indemnification would otherwise be discretionary, and
that the Company is required to advance expenses to its officers and directors
as incurred. Further, the Company has entered into indemnification agreements
with its officers and directors, providing such individuals indemnification to
the maximum extent permitted by the Delaware General Corporation Law.

ITEM 7.        EXEMPTION FROM REGISTRATION CLAIMED.

               Not applicable.

ITEM 8.        EXHIBITS.

               Exhibit
               Number                   Document

                 4.1     Cyberonics, Inc. 1998 Stock Option Plan.

                 5.1     Opinion of Wilson Sonsini Goodrich & Rosati,
                         Professional Corporation, as to legality of
                         securities being registered.

                23.1     Consent of Arthur Andersen LLP, Independent Public 
                         Accountants.

                23.2     Consent of Counsel (contained in Exhibit 5.1).

                24.1     Power of Attorney (see page II-5).



ITEM 9.        UNDERTAKINGS

               (a)    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 to
include any material information with respect to the plan of distribution not
previously disclosed in the Registration Statement or any material change to
such information in the Registration Statement.



                                      II-3

<PAGE>   4



                      (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.

               (b) The undersigned Registrant hereby undertakes that, for
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 the 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.

               (c) 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 items described in Item 6 of Part II of this
Registration Statement, 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-4

<PAGE>   5

                                   SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the
Registrant, Cyberonics, Inc., certifies that it has reasonable grounds 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 this 27th day of October, 1998.

                                     CYBERONICS, INC.

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

                                POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS, that each such person whose
signature appears below constitutes and appoints, jointly and severally, Reese
S. Terry, Jr. and Pamela B. Westbrook, his or her attorneys-in-fact, each with
the power of substitution, for him or her in any and all capacities, to sign any
amendments to this Registration Statement on Form S-8 (including post-effective
amendments), and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission,
hereby ratifying and confirming all that each of said attorneys-in-fact, or his
or her substitute or substitutes, may do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement on Form S-8 has been signed by the following persons
in the capacities and on the dates indicated.


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


/s/   REESE S. TERRY, JR.         Chairman of the Board and Executive Vice President       October 27, 1998   
-------------------------------
      Reese S. Terry, Jr.                                                                                  


                                  President, Chief Executive Officer and Director          October 27, 1998   
/s/    ROBERT P. CUMMINS          (Principal Executive Officer)                                            
-------------------------------
       Robert P. Cummins                                                                                   
                                  Vice President, Finance and Administration and Chief     October 27, 1998   
                                  Financial Officer (Principal Financial and Accounting                    
/s/     PAMELA B. WESTBROOK       Officer)                                                                 
-------------------------------
        Pamela B. Westbrook                                                                                   


/S/     Stanley H. Appel          Director                                                 October 27, 1998   
-------------------------------
        Stanley H. Appel                                                                                   


/s/       TONY COELHO             Director                                                 October 27, 1998   
-------------------------------
          Tony Coelho                                                                                      


/s/    THOMAS A. DUERDEN          Director                                                 October 27, 1998   
-------------------------------
       Thomas A. Duerden                                                                                   
                                                                                           


/s/    MICHAEL J. STRAUSS         Director                                                 October 27, 1998   
-------------------------------
       Michael J. Strauss                                                                                  
                                                                                                           
                                                                                           
</TABLE>



                                      II-5

<PAGE>   6


                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549



                       -----------------------------------

                                    EXHIBITS

                       -----------------------------------


                       Registration Statement on Form S-8

                                Cyberonics, Inc.

                                November 3, 1998



<PAGE>   7



                                           INDEX TO EXHIBITS




<TABLE>
<CAPTION>
     EXHIBIT
      NUMBER                      EXHIBIT
      ------                      -------
<S>             <C>
        4.1     Cyberonics, Inc. 1998 Stock Option Plan.

        5.1     Opinion of Wilson Sonsini Goodrich & Rosati, Professional
                Corporation, as to legality of securities being registered.

        23.1    Consent of Arthur Andersen LLP, Independent Public Accountants.

        23.2    Consent of Counsel (included in Exhibit 5.1).

        24.1    Power of Attorney (see page II-5)

</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 16591}]
{"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": "333-66691", "film-number": "98736587"}, "business-address": {"street1": "17448 HGHWY 3 STE 100", "city": "WEBSTER", "state": "TX", "zip": "77598", "phone": "7133321375"}, "mail-address": {"street1": "17448 HIGHWAY 3", "street2": "SUITE 100", "city": "WEGSTER", "state": "TX", "zip": "77598-4135"}}
1
     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON ________, 1998
                                                           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                                        76-0236465
------------------------                    ------------------------------------
(STATE OF INCORPORATION)                    (I.R.S. EMPLOYER IDENTIFICATION NO.)
16511 SPACE CENTER BLVD., SUITE 600
                              HOUSTON, TEXAS 77058
                              --------------------

   (ADDRESS, INCLUDING ZIP CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

                                -----------------

                             1998 STOCK OPTION PLAN

                            (FULL TITLE OF THE PLAN)

                                -----------------

                              PAMELA B. WESTBROOK
                                CYBERONICS, INC.
                       16511 SPACE CENTER BLVD., SUITE 600
                              HOUSTON, TEXAS 77058
                                 (281) 332-1375
(NAME, ADDRESS, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)

                                   COPIES TO:
                             KENNETH M. SIEGEL, ESQ.
                        WILSON SONSINI GOODRICH & ROSATI
                            PROFESSIONAL CORPORATION
                               650 PAGE MILL ROAD
                               PALO ALTO, CA 94306
                                 (650) 493-9300
CALCULATION OF REGISTRATION FEE
================================================================================================================
                                        AMOUNT            PROPOSED           PROPOSED MAXIMUM       AMOUNT OF
      TITLE OF SECURITIES TO            TO BE         MAXIMUM OFFERING      AGGREGATE OFFERING    REGISTRATION
          BE REGISTERED               REGISTERED       PRICE PER SHARE            PRICE                FEE
---------------------------------- ---------------- --------------------- ---------------------- ---------------
Common Stock issuable under 1998   
Stock Option Plan, par value $0.01     300,000           $6.26(1)          $1,878,000(1)          $522.08
---------------------------------- ---------------- --------------------- ---------------------- ---------------
(1)     ESTIMATED IN PART PURSUANT TO RULE 457(h) UNDER THE SECURITIES ACT OF
        1933, AS AMENDED (THE "SECURITIES ACT"), AND IN PART PURSUANT TO RULE
        457(c) UNDER THE SECURITIES ACT. WITH RESPECT TO 270,500 SHARES SUBJECT
        TO OUTSTANDING OPTIONS TO PURCHASE COMMON STOCK UNDER THE PLAN, THE
        PROPOSED MAXIMUM OFFERING PRICE PER SHARE IS EQUAL TO THE WEIGHTED
        AVERAGE EXERCISE PRICE OF $6.3125 PER SHARE PURSUANT TO RULE 457(h)
        UNDER THE SECURITIES ACT. WITH RESPECT TO 29,500 SHARES OF COMMON STOCK
        AVAILABLE FOR FUTURE GRANT UNDER THE PLAN, THE ESTIMATED PROPOSED
        MAXIMUM OFFERING PRICE PER SHARE WAS ESTIMATED PURSUANT TO RULE 457(c)
        UNDER THE SECURITIES ACT WHEREBY THE PER SHARE PRICE IS THE AVERAGE
        BETWEEN THE ASK AND BID PRICE REPORTED IN THE NASDAQ NATIONAL MARKET ON
        OCTOBER 28, 1998, WHICH AVERAGE WAS $5.7813. THE PROPOSED MAXIMUM
        OFFERING PRICE PER SHARE REPRESENTS A WEIGHTED AVERAGE OF THE FOREGOING
        ESTIMATES CALCULATED IN ACCORDANCE WITH RULES 457(c) AND 457(h) UNDER
        THE SECURITIES ACT.
2

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

EXPLANATORY NOTE

        This Registration Statement on Form S-8 is being filed for the purpose
of registering 300,000 shares of the Registrant's Common Stock, par value $0.01
per share, (the "Common Stock") to be issued pursuant to the Registrant's 1998
Stock Option Plan (the "Plan").

ITEM 3.        Incorporation of Documents by Reference.

               There are hereby incorporated by reference into this Registration
Statement the following documents and information heretofore filed with the
Commission:

               1. The Registrant's Annual Report on Form 10-K for the fiscal
year ended June 30, 1998 filed pursuant to Section 13(a) of the Securities and
Exchange Act of 1934, as amended (the "Exchange Act").

               2. The description of Registrant's Common Stock to be offered
hereby contained in the Company's Registration Statement on Form 8-A, as
declared effective by the Commission on February 10, 1993, filed pursuant to
Section 12 of the Exchange Act and, any amendment or report filed for the
purpose of updating such description.

        All documents, reports and definitive proxy or information statements
subsequently filed by Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d)
of the Exchange Act, prior to the filing of a post-effective amendment that
indicates that all securities offered have been sold or that deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be part hereof from the date of
filing such documents.

ITEM 4.        DESCRIPTION OF SECURITIES.

               Not applicable.

ITEM 5.        INTERESTS OF NAMED EXPERTS AND COUNSEL.

               Not applicable.

                                      II-2
3

ITEM 6.        INDEMNIFICATION OF DIRECTORS AND OFFICERS.

               Section 145 of the Delaware General Corporation Law authorizes a
court to award or a corporation's Board of Directors to grant indemnification to
directors and officers in terms sufficiently broad to permit such
indemnification under certain circumstances for liabilities (including
reimbursement for expenses incurred) arising under the Securities Act of 1933,
as amended. The Company has included in the Certificate of Incorporation a
provision that to the fullest extent permitted by Delaware law, the Company's
directors will not be liable for monetary damages for breach of the directors'
fiduciary duty of care to the Company and its stockholders. In addition, the
Company's Bylaws provide that the Company is required to indemnify its officers
and directors to the fullest extent permitted by Delaware law, including those
circumstances in which indemnification would otherwise be discretionary, and
that the Company is required to advance expenses to its officers and directors
as incurred. Further, the Company has entered into indemnification agreements
with its officers and directors, providing such individuals indemnification to
the maximum extent permitted by the Delaware General Corporation Law.

ITEM 7.        EXEMPTION FROM REGISTRATION CLAIMED.

               Not applicable.

ITEM 8.        EXHIBITS.

               Exhibit
               Number                   Document

                 4.1     Cyberonics, Inc. 1998 Stock Option Plan.

                 5.1     Opinion of Wilson Sonsini Goodrich & Rosati,
                         Professional Corporation, as to legality of
                         securities being registered.

                23.1     Consent of Arthur Andersen LLP, Independent Public 
                         Accountants.

                23.2     Consent of Counsel (contained in Exhibit 5.1).

                24.1     Power of Attorney (see page II-5).

ITEM 9.        UNDERTAKINGS

               (a)    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 to
include any material information with respect to the plan of distribution not
previously disclosed in the Registration Statement or any material change to
such information in the Registration Statement.

                                      II-3
4

                      (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.

               (b) The undersigned Registrant hereby undertakes that, for
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 the 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.

               (c) 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 items described in Item 6 of Part II of this
Registration Statement, 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-4
5

                                   SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the
Registrant, Cyberonics, Inc., certifies that it has reasonable grounds 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 this 27th day of October, 1998.

                                     CYBERONICS, INC.

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

                                POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS, that each such person whose
signature appears below constitutes and appoints, jointly and severally, Reese
S. Terry, Jr. and Pamela B. Westbrook, his or her attorneys-in-fact, each with
the power of substitution, for him or her in any and all capacities, to sign any
amendments to this Registration Statement on Form S-8 (including post-effective
amendments), and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission,
hereby ratifying and confirming all that each of said attorneys-in-fact, or his
or her substitute or substitutes, may do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement on Form S-8 has been signed by the following persons
in the capacities and on the dates indicated.
SIGNATURE                                 TITLE                                     DATE
-----------------------------     ------------------------------------------------------   -------------
/s/   REESE S. TERRY, JR.         Chairman of the Board and Executive Vice President       October 27, 1998   
-------------------------------
      Reese S. Terry, Jr.                                                                                  

                                  President, Chief Executive Officer and Director          October 27, 1998   
/s/    ROBERT P. CUMMINS          (Principal Executive Officer)                                            
-------------------------------
       Robert P. Cummins                                                                                   
                                  Vice President, Finance and Administration and Chief     October 27, 1998   
                                  Financial Officer (Principal Financial and Accounting                    
/s/     PAMELA B. WESTBROOK       Officer)                                                                 
-------------------------------
        Pamela B. Westbrook                                                                                   

/S/     Stanley H. Appel          Director                                                 October 27, 1998   
-------------------------------
        Stanley H. Appel                                                                                   

/s/       TONY COELHO             Director                                                 October 27, 1998   
-------------------------------
          Tony Coelho                                                                                      

/s/    THOMAS A. DUERDEN          Director                                                 October 27, 1998   
-------------------------------
       Thomas A. Duerden                                                                                   
                                                                                           

/s/    MICHAEL J. STRAUSS         Director                                                 October 27, 1998   
-------------------------------
       Michael J. Strauss
II-5
6

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                       -----------------------------------

                                    EXHIBITS

                       -----------------------------------

                       Registration Statement on Form S-8

                                Cyberonics, Inc.

                                November 3, 1998
7

                                           INDEX TO EXHIBITS
EXHIBIT
      NUMBER                      EXHIBIT
      ------                      -------
4.1     Cyberonics, Inc. 1998 Stock Option Plan.

        5.1     Opinion of Wilson Sonsini Goodrich & Rosati, Professional
                Corporation, as to legality of securities being registered.

        23.1    Consent of Arthur Andersen LLP, Independent Public Accountants.

        23.2    Consent of Counsel (included in Exhibit 5.1).

        24.1    Power of Attorney (see page II-5)