<PAGE>   1


   As filed with the Securities and Exchange Commission on November 19, 1999
                                          Registration Statement 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 OR OTHER JURISDICTION OF                (I.R.S. EMPLOYER
          INCORPORATION OR ORGANIZATION)              IDENTIFICATION NUMBER)


                       16511 SPACE CENTER BLVD., SUITE 600
                              HOUSTON, TEXAS 77058
   (ADDRESS , INCLUDING ZIP CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

                   AMENDED AND RESTATED 1996 STOCK OPTION PLAN
                            (FULL TITLE OF THE PLAN)

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

                               PAMELA B. WESTBROOK
                                CYBERONICS, INC.
                       16511 SPACE CENTER BLVD., SUITE 600
                              HOUSTON, TEXAS 77058
                                 (281) 228-7200
 (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 94304
                                 (650) 493-9300

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
===================================================================================================================================
                                                  AMOUNT             PROPOSED MAXIMUM       PROPOSED MAXIMUM         AMOUNT OF
         TITLE OF SECURITIES TO                   TO BE               OFFERING PRICE       AGGREGATE OFFERING       REGISTRATION
             BE REGISTERED                     REGISTERED(1             PER SHARE (2)            PRICE (2)               FEE
------------------------------------------------------------------------------------------------------------------------------------
<S>                                            <C>                       <C>                  <C>                    <C>
Common Stock issuable under Amended and
Restated 1996
Stock Option Plan, par value $0.01....           500,000                 $16.47               $8,235,000.00          $2,289.33
===================================================================================================================================
</TABLE>

(1) The shares to be registered under this Registration Statement represent
additional shares authorized to be issued under the Amended and Restated 1996
Stock Option Plan (the "Plan"). An aggregate of 3,250,000 shares were previously
registered on Registrant's Registration Statements on Form S-8 (SEC File No.
333-19785, SEC File No. 333-33725, SEC File No. 333-66687 and SEC File No.
333-77361) filed with the Securities and Exchange Commission on January 15,
1997, August 15, 1997, November 3, 1998 and April 29, 1999, respectively.

(2) 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. With respect to 31,565 shares subject to outstanding options to
purchase Common Stock under the Plan, the proposed maximum offering price per
share is equal to the weighed average exercise price of $13.19 per share
pursuant to Rule 457(h) under the Securities Act. With respect to 468,435
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 November 17, 1999,
which average was $16.69. 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 an additional 500,000 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 1996 Stock Option Plan (the "Plan"). The
Registration Statements on Form S-8 previously filed with the Securities and
Exchange Commission (the "Commission") pursuant to the Securities Act of 1933,
as amended (the "Securities Act") relating to the Plan (SEC File No. 333-19785,
SEC File No. 333-33725, SEC File No. 333-66687 and SEC File No. 333-77361) are
incorporated herein by reference.

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, 1999.

         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 Securities Exchange Act of 1934 (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.

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


                                      II-2
<PAGE>   3
(including reimbursement for expenses incurred) arising under the Securities
Act. The Registrant has included in the Certificate of Incorporation a provision
that to the fullest extent permitted by Delaware law, the Registrant's directors
will not be liable for monetary damages for breach of the directors' fiduciary
duty of care to the Registrant and its stockholders. In addition, the
Registrant's Bylaws provide that the Registrant 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 Registrant is required to advance expenses to its
officers and directors as incurred. Further, the Registrant 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.

<TABLE>
<CAPTION>
            EXHIBIT
            NUMBER             EXHIBIT
            -------            -------

            <S>           <C>
              4.1         Cyberonics, Inc. Amended and Restated 1996 Stock
                          Option Plan.

              5.1         Opinion of Wilson Sonsini Goodrich & Rosati,
                          Professional Corporation.

              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>

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.

                  (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.

                                      II-3

<PAGE>   4

         (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 foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
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 19th day of November, 1999.

                                  CYBERONICS, INC.

                                  By:      /s/ Robert 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
         ----------------------------
           Reese S. Terry, Jr.                                                                      November 19, 1999

          /s/ Robert Cummins               President, Chief Executive Officer and Director
         ----------------------------      (Principal Executive Officer)                            November 19, 1999
            Robert P. Cummins

         /s/ Pamela B. Westbrook           Vice President, Finance and Administration and
         ----------------------------      Chief Financial Officer (Principal Financial and         November 19, 1999
           Pamela B. Westbrook             Accounting Officer)


          /s/ Stanley H. Appel             Director                                                 November 19, 1999
         ----------------------------
            Stanley H. Appel

          /s/ Tony Coelho                  Director                                                 November 19, 1999
         ----------------------------
            Anthony L. Coelho

          /s/ Thomas A. Duerden            Director                                                 November 19, 1999
         ----------------------------
            Thomas A. Duerden

         /s/ Michael J. Straus             Director                                                 November 19, 1999
         ----------------------------
           Michael J. Strauss

          /s/ Alan J. Olsen                Director                                                 November 19, 1999
         ----------------------------
              Alan J. Olsen
</TABLE>

                                      II-5
<PAGE>   6



                                INDEX TO EXHIBITS


<TABLE>
<CAPTION>
      EXHIBIT
      NUMBER                  EXHIBIT
      -------                 -------
<S>            <C>
       4.1     Cyberonics, Inc. Amended and Restated 1996 Stock Option Plan.

       5.1     Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation.

      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>
                                      II-6
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 16324}]
{"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": "333-91303", "film-number": "99761124"}, "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 November 19, 1999
                                          Registration Statement 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 OR OTHER JURISDICTION OF                (I.R.S. EMPLOYER
          INCORPORATION OR ORGANIZATION)              IDENTIFICATION NUMBER)

                       16511 SPACE CENTER BLVD., SUITE 600
                              HOUSTON, TEXAS 77058
   (ADDRESS , INCLUDING ZIP CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

                   AMENDED AND RESTATED 1996 STOCK OPTION PLAN
                            (FULL TITLE OF THE PLAN)

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

                               PAMELA B. WESTBROOK
                                CYBERONICS, INC.
                       16511 SPACE CENTER BLVD., SUITE 600
                              HOUSTON, TEXAS 77058
                                 (281) 228-7200
 (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 94304
                                 (650) 493-9300

                         CALCULATION OF REGISTRATION FEE
===================================================================================================================================
                                                  AMOUNT             PROPOSED MAXIMUM       PROPOSED MAXIMUM         AMOUNT OF
         TITLE OF SECURITIES TO                   TO BE               OFFERING PRICE       AGGREGATE OFFERING       REGISTRATION
             BE REGISTERED                     REGISTERED(1             PER SHARE (2)            PRICE (2)               FEE
------------------------------------------------------------------------------------------------------------------------------------
Common Stock issuable under Amended and
Restated 1996
Stock Option Plan, par value $0.01....           500,000                 $16.47               $8,235,000.00          $2,289.33
===================================================================================================================================
(1) The shares to be registered under this Registration Statement represent
additional shares authorized to be issued under the Amended and Restated 1996
Stock Option Plan (the "Plan"). An aggregate of 3,250,000 shares were previously
registered on Registrant's Registration Statements on Form S-8 (SEC File No.
333-19785, SEC File No. 333-33725, SEC File No. 333-66687 and SEC File No.
333-77361) filed with the Securities and Exchange Commission on January 15,
1997, August 15, 1997, November 3, 1998 and April 29, 1999, respectively.

(2) 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. With respect to 31,565 shares subject to outstanding options to
purchase Common Stock under the Plan, the proposed maximum offering price per
share is equal to the weighed average exercise price of $13.19 per share
pursuant to Rule 457(h) under the Securities Act. With respect to 468,435
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 November 17, 1999,
which average was $16.69. 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 an additional 500,000 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 1996 Stock Option Plan (the "Plan"). The
Registration Statements on Form S-8 previously filed with the Securities and
Exchange Commission (the "Commission") pursuant to the Securities Act of 1933,
as amended (the "Securities Act") relating to the Plan (SEC File No. 333-19785,
SEC File No. 333-33725, SEC File No. 333-66687 and SEC File No. 333-77361) are
incorporated herein by reference.

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, 1999.

         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 Securities Exchange Act of 1934 (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.

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

                                      II-2
3
(including reimbursement for expenses incurred) arising under the Securities
Act. The Registrant has included in the Certificate of Incorporation a provision
that to the fullest extent permitted by Delaware law, the Registrant's directors
will not be liable for monetary damages for breach of the directors' fiduciary
duty of care to the Registrant and its stockholders. In addition, the
Registrant's Bylaws provide that the Registrant 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 Registrant is required to advance expenses to its
officers and directors as incurred. Further, the Registrant 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             EXHIBIT
            -------            -------
4.1         Cyberonics, Inc. Amended and Restated 1996 Stock
                          Option Plan.

              5.1         Opinion of Wilson Sonsini Goodrich & Rosati,
                          Professional Corporation.

              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).
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.

                  (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.

                                      II-3
4

         (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 foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
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 19th day of November, 1999.

                                  CYBERONICS, INC.

                                  By:      /s/ Robert 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
         ----------------------------
           Reese S. Terry, Jr.                                                                      November 19, 1999

          /s/ Robert Cummins               President, Chief Executive Officer and Director
         ----------------------------      (Principal Executive Officer)                            November 19, 1999
            Robert P. Cummins

         /s/ Pamela B. Westbrook           Vice President, Finance and Administration and
         ----------------------------      Chief Financial Officer (Principal Financial and         November 19, 1999
           Pamela B. Westbrook             Accounting Officer)

          /s/ Stanley H. Appel             Director                                                 November 19, 1999
         ----------------------------
            Stanley H. Appel

          /s/ Tony Coelho                  Director                                                 November 19, 1999
         ----------------------------
            Anthony L. Coelho

          /s/ Thomas A. Duerden            Director                                                 November 19, 1999
         ----------------------------
            Thomas A. Duerden

         /s/ Michael J. Straus             Director                                                 November 19, 1999
         ----------------------------
           Michael J. Strauss

          /s/ Alan J. Olsen                Director                                                 November 19, 1999
         ----------------------------
              Alan J. Olsen
II-5
6

                                INDEX TO EXHIBITS
EXHIBIT
      NUMBER                  EXHIBIT
      -------                 -------
4.1     Cyberonics, Inc. Amended and Restated 1996 Stock Option Plan.

       5.1     Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation.

      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).
II-6