UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                        REGISTRATION STATEMENT UNDER THE
                             SECURITIES ACT OF 1933


                             ST. JUDE MEDICAL, INC.
             (Exact name of registrant as specified in its charter)

                     MINNESOTA                             41-1276891
           (State or other jurisdiction                 (I.R.S. employer
         of incorporation or organization)             identification no.)

                               ONE LILLEHEI PLAZA
                            ST. PAUL, MINNESOTA 55117
               (Address of principal executive offices) (Zip code)


                     ST. JUDE MEDICAL, INC. 2002 STOCK PLAN
                            (Full title of the plans)


          KEVIN T. O'MALLEY, ESQ.         Copy to:  GARY L. TYGESSON, ESQ.
    VICE PRESIDENT AND GENERAL COUNSEL               DORSEY & WHITNEY LLP
          ST. JUDE MEDICAL, INC.               50 SOUTH SIXTH STREET, SUITE 1500
            ONE LILLEHEI PLAZA                   MINNEAPOLIS, MINNESOTA 55402
         ST. PAUL, MINNESOTA 55117                      (612) 340-8753
              (651) 483-2000
   (Name, address and telephone number,
including area code, of agent for service)

<TABLE>
<CAPTION>
                                    CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------------------------------
                                                PROPOSED         PROPOSED MAXIMUM
 TITLE OF SECURITIES     AMOUNT TO BE       MAXIMUM OFFERING         AGGREGATE           AMOUNT OF
   TO BE REGISTERED      REGISTERED(1)     PRICE PER SHARE(2)    OFFERING PRICE(2)    REGISTRATION FEE
--------------------------------------------------------------------------------------------------------
<S>                    <C>                       <C>               <C>                   <C>
     Common Stock
 ($.10 par value)(3)   12,000,000 Shares         $31.71            $380,520,000          $35,007.84
--------------------------------------------------------------------------------------------------------
</TABLE>

(1)      Represents the shares of common stock of St. Jude Medical, Inc.
         issuable upon the exercise of options pursuant to the St. Jude Medical,
         Inc. 2002 Stock Plan.

(2)      Calculated solely for the purpose of this offering in accordance with
         Rule 457(h) based on the average of the high and low prices of St. Jude
         Medical common stock as reported on the New York Stock Exchange on July
         11, 2002.

(3)      Includes corresponding rights to acquire shares of St. Jude Medical
         preferred stock pursuant to the Rights Agreement, dated as of June 16,
         1997, between St. Jude Medical and American Stock Transfer and Trust
         Company.

<PAGE>


                                    PART II.

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents that we have filed with the Securities and
Exchange Commission are incorporated by reference in this registration
statement, as of their respective dates:

         (a)      our annual report on Form 10-K for the fiscal year ended
                  December 31, 2001;

         (b)      our quarterly report on Form 10-Q for the quarter ended March
                  31, 2002;

         (c)      our current report on Form 8-K filed on February 14, 2002; and

         (d)      the description of our common stock and preferred stock
                  purchase rights contained in any registration statement on
                  Form 8-A filed by us under the Securities Exchange Act of 1934
                  (the "Exchange Act"), and any amendment or report filed for
                  the purpose of updating any such description.

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

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 302A.521 of the Minnesota Business Corporation Act and our
bylaws provide that we shall indemnify any person made or threatened to be made
a party to a proceeding by reason of the former or present official capacity (as
defined) of such person against judgments, penalties, fines (including, without
limitation, excise taxes assessed against such person with respect to any
employee benefit plan), settlements and reasonable expenses, including
attorneys' fees and disbursements, incurred by such person in connection with
the proceeding if, with respect to the acts or omissions of such person
complained of in the proceeding, such person (1) has not been indemnified
therefor by another organization or employee benefit plan; (2) acted in good
faith; (3) received no improper personal benefit and Section 302A.255 (with
respect to director conflicts of interest), if applicable, has been satisfied;
(4) in the case of a criminal proceeding, had no reasonable cause to believe the
conduct was unlawful; and (5) reasonably believed that the conduct was in the
best interests of the corporation, in the case of acts or omissions in such
person's official capacity for the corporation, or reasonably believed that the
conduct was not opposed to the best interests of the corporation, in the case of
acts or omissions in such person's official capacity for other affiliated
organizations. "Proceeding" means a threatened, pending or completed civil,
criminal, administrative, arbitration or investigative proceeding, including one
by or in the right of the corporation.

<PAGE>


         Our bylaws also provide that the rights to indemnification included in
the bylaws will not be exclusive of any other rights to which our directors and
officers may be entitled according to law.

         In addition, we have entered into indemnification agreements with each
of our directors and officers that provide for indemnification to the full
extent permitted by Minnesota law.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

         4.1      Articles of Incorporation (incorporated by reference to
                  Exhibit 3(a) of our Form 8 filed on August 20, 1987, amending
                  our quarterly report on Form 10-Q for the quarter ended June
                  30, 1987).

         4.2      Articles of Amendment dated September 5, 1996, to Articles of
                  Incorporation (incorporated by reference from Exhibit 3.2 of
                  our annual report on Form 10-K for the year ended December 31,
                  1996).

         4.3      Bylaws (incorporated by reference to Exhibit 3(ii) of our
                  quarterly report on Form 10-Q for the quarter ended September
                  30, 1997).

         4.4      Rights Agreement dated as of June 16, 1997, between St. Jude
                  Medical, Inc. and American Stock Transfer and Trust Company,
                  as Rights Agent, including the Certificate of Designation,
                  Preferences and Rights of Series B Junior Preferred Stock
                  (incorporated by reference to Exhibit 4 of our quarterly
                  report on Form 10-Q for the quarter ended June 30, 1997).

         5.1      Opinion of Dorsey & Whitney LLP.

         23.1     Consent of Dorsey & Whitney LLP (included in Exhibit 5.1).

         23.2     Consent of Ernst & Young LLP.

         24.1     Power of Attorney.

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:

                  (i) To include any prospectus required by Section 10(a)(3) of
                  the Securities Act of 1933 (the "Securities Act");

                  (ii) To reflect in the prospectus any facts or events arising
                  after the effective date of the 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 the 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 prospectus filed with the Securities and Exchange
                  Commission pursuant to Rule 424(b) under the Securities Act
                  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; and

<PAGE>


                  (iii) 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;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above will not apply
if the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or furnished to the
Securities and Exchange Commission by the registrant pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by reference 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.

(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 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 other 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.

<PAGE>


                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant 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, duly
authorized, in the City of St. Paul, State of Minnesota, as of the 18th day of
July, 2002.


                             ST. JUDE MEDICAL, INC.



                             By: /s/ Terry L. Shepherd
                                 -------------------------------
                                 Terry L. Shepherd
                                 Chief Executive Officer



         Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed by the following persons in the
capacities indicated as of the 18th day of July, 2002.

               Signature                             Title
     ---------------------------    --------------------------------------------


     /s/ Terry L. Shepherd          Chairman and Chief Executive Officer
     ---------------------------    (principal executive officer)
     Terry L. Shepherd


     /s/ John C. Heinmiller         Vice President, Finance and
     ---------------------------    Chief Financial Officer
     John C. Heinmiller             (principal financial and accounting officer)


     /s/ Ronald A. Matricaria       Director
     ---------------------------
     Ronald A. Matricaria


     /s/ Richard R. Devenuti        Director
     ---------------------------
     Richard R. Devenuti


     /s/ Stuart M. Essig            Director
     ---------------------------
     Stuart M. Essig


     /s/ Thomas H. Garrett III      Director
     ---------------------------
     Thomas H. Garrett III


     /s/ Walter L. Sembrowich       Director
     ---------------------------
     Walter L. Sembrowich


<PAGE>


     /s/ Daniel J. Starks           Director
     ---------------------------
     Daniel J. Starks


     /s/ David A. Thompson          Director
     ---------------------------
     David A. Thompson


     /s/ Stefan K. Widensohler      Director
     ---------------------------
     Stefan K. Widensohler


     /s/ Wendy L. Yarno             Director
     ---------------------------
     Wendy L. Yarno


     /s/ Frank C-P Yin              Director
     ---------------------------
     Frank C-P Yin


<PAGE>


                                  EXHIBIT INDEX

         4.1      Articles of Incorporation (incorporated by reference to
                  Exhibit 3(a) of our Form 8 filed on August 20, 1987, amending
                  our quarterly report on Form 10-Q for the quarter ended June
                  30, 1987).

         4.2      Articles of Amendment dated September 5, 1996, to Articles of
                  Incorporation (incorporated by reference from Exhibit 3.2 of
                  our annual report on Form 10-K for the year ended December 31,
                  1996).

         4.3      Bylaws (incorporated by reference to Exhibit 3(ii) of our
                  quarterly report on Form 10-Q for the quarter ended September
                  30, 1997).

         4.4      Rights Agreement dated as of June 16, 1997, between St. Jude
                  Medical, Inc. and American Stock Transfer and Trust Company,
                  as Rights Agent, including the Certificate of Designation,
                  Preferences and Rights of Series B Junior Preferred Stock
                  (incorporated by reference to Exhibit 4 of our quarterly
                  report on Form 10-Q for the quarter ended June 30, 1997).

         5.1      Opinion of Dorsey & Whitney LLP.

         23.1     Consent of Dorsey & Whitney LLP (included in Exhibit 5.1).

         23.2     Consent of Ernst & Young LLP.

         24.1     Power of Attorney.
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{"company-data": {"conformed-name": "ST JUDE MEDICAL INC", "cik": "0000203077", "assigned-sic": "3845", "irs-number": "411276891", "state-of-incorporation": "MN", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-96697", "film-number": "02705788"}, "business-address": {"street1": "ONE LILLEHEI PLAZA", "city": "ST PAUL", "state": "MN", "zip": "55117", "phone": "6514832000"}, "mail-address": {"street1": "ONE LILLEHEI PLAZA", "city": "ST PAUL", "state": "MN", "zip": "55117"}}
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                        REGISTRATION STATEMENT UNDER THE
                             SECURITIES ACT OF 1933

                             ST. JUDE MEDICAL, INC.
             (Exact name of registrant as specified in its charter)

                     MINNESOTA                             41-1276891
           (State or other jurisdiction                 (I.R.S. employer
         of incorporation or organization)             identification no.)

                               ONE LILLEHEI PLAZA
                            ST. PAUL, MINNESOTA 55117
               (Address of principal executive offices) (Zip code)

                     ST. JUDE MEDICAL, INC. 2002 STOCK PLAN
                            (Full title of the plans)

          KEVIN T. O'MALLEY, ESQ.         Copy to:  GARY L. TYGESSON, ESQ.
    VICE PRESIDENT AND GENERAL COUNSEL               DORSEY & WHITNEY LLP
          ST. JUDE MEDICAL, INC.               50 SOUTH SIXTH STREET, SUITE 1500
            ONE LILLEHEI PLAZA                   MINNEAPOLIS, MINNESOTA 55402
         ST. PAUL, MINNESOTA 55117                      (612) 340-8753
              (651) 483-2000
   (Name, address and telephone number,
including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------------------------------
                                                PROPOSED         PROPOSED MAXIMUM
 TITLE OF SECURITIES     AMOUNT TO BE       MAXIMUM OFFERING         AGGREGATE           AMOUNT OF
   TO BE REGISTERED      REGISTERED(1)     PRICE PER SHARE(2)    OFFERING PRICE(2)    REGISTRATION FEE
--------------------------------------------------------------------------------------------------------
Common Stock
 ($.10 par value)(3)   12,000,000 Shares         $31.71            $380,520,000          $35,007.84
--------------------------------------------------------------------------------------------------------
(1)      Represents the shares of common stock of St. Jude Medical, Inc.
         issuable upon the exercise of options pursuant to the St. Jude Medical,
         Inc. 2002 Stock Plan.

(2)      Calculated solely for the purpose of this offering in accordance with
         Rule 457(h) based on the average of the high and low prices of St. Jude
         Medical common stock as reported on the New York Stock Exchange on July
         11, 2002.

(3)      Includes corresponding rights to acquire shares of St. Jude Medical
         preferred stock pursuant to the Rights Agreement, dated as of June 16,
         1997, between St. Jude Medical and American Stock Transfer and Trust
         Company.
PART II.

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents that we have filed with the Securities and
Exchange Commission are incorporated by reference in this registration
statement, as of their respective dates:

         (a)      our annual report on Form 10-K for the fiscal year ended
                  December 31, 2001;

         (b)      our quarterly report on Form 10-Q for the quarter ended March
                  31, 2002;

         (c)      our current report on Form 8-K filed on February 14, 2002; and

         (d)      the description of our common stock and preferred stock
                  purchase rights contained in any registration statement on
                  Form 8-A filed by us under the Securities Exchange Act of 1934
                  (the "Exchange Act"), and any amendment or report filed for
                  the purpose of updating any such description.

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

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 302A.521 of the Minnesota Business Corporation Act and our
bylaws provide that we shall indemnify any person made or threatened to be made
a party to a proceeding by reason of the former or present official capacity (as
defined) of such person against judgments, penalties, fines (including, without
limitation, excise taxes assessed against such person with respect to any
employee benefit plan), settlements and reasonable expenses, including
attorneys' fees and disbursements, incurred by such person in connection with
the proceeding if, with respect to the acts or omissions of such person
complained of in the proceeding, such person (1) has not been indemnified
therefor by another organization or employee benefit plan; (2) acted in good
faith; (3) received no improper personal benefit and Section 302A.255 (with
respect to director conflicts of interest), if applicable, has been satisfied;
(4) in the case of a criminal proceeding, had no reasonable cause to believe the
conduct was unlawful; and (5) reasonably believed that the conduct was in the
best interests of the corporation, in the case of acts or omissions in such
person's official capacity for the corporation, or reasonably believed that the
conduct was not opposed to the best interests of the corporation, in the case of
acts or omissions in such person's official capacity for other affiliated
organizations. "Proceeding" means a threatened, pending or completed civil,
criminal, administrative, arbitration or investigative proceeding, including one
by or in the right of the corporation.
Our bylaws also provide that the rights to indemnification included in
the bylaws will not be exclusive of any other rights to which our directors and
officers may be entitled according to law.

         In addition, we have entered into indemnification agreements with each
of our directors and officers that provide for indemnification to the full
extent permitted by Minnesota law.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

         4.1      Articles of Incorporation (incorporated by reference to
                  Exhibit 3(a) of our Form 8 filed on August 20, 1987, amending
                  our quarterly report on Form 10-Q for the quarter ended June
                  30, 1987).

         4.2      Articles of Amendment dated September 5, 1996, to Articles of
                  Incorporation (incorporated by reference from Exhibit 3.2 of
                  our annual report on Form 10-K for the year ended December 31,
                  1996).

         4.3      Bylaws (incorporated by reference to Exhibit 3(ii) of our
                  quarterly report on Form 10-Q for the quarter ended September
                  30, 1997).

         4.4      Rights Agreement dated as of June 16, 1997, between St. Jude
                  Medical, Inc. and American Stock Transfer and Trust Company,
                  as Rights Agent, including the Certificate of Designation,
                  Preferences and Rights of Series B Junior Preferred Stock
                  (incorporated by reference to Exhibit 4 of our quarterly
                  report on Form 10-Q for the quarter ended June 30, 1997).

         5.1      Opinion of Dorsey & Whitney LLP.

         23.1     Consent of Dorsey & Whitney LLP (included in Exhibit 5.1).

         23.2     Consent of Ernst & Young LLP.

         24.1     Power of Attorney.

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:

                  (i) To include any prospectus required by Section 10(a)(3) of
                  the Securities Act of 1933 (the "Securities Act");

                  (ii) To reflect in the prospectus any facts or events arising
                  after the effective date of the 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 the 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 prospectus filed with the Securities and Exchange
                  Commission pursuant to Rule 424(b) under the Securities Act
                  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; and
(iii) 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;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above will not apply
if the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or furnished to the
Securities and Exchange Commission by the registrant pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by reference 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.

(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 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 other 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.
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant 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, duly
authorized, in the City of St. Paul, State of Minnesota, as of the 18th day of
July, 2002.

                             ST. JUDE MEDICAL, INC.

                             By: /s/ Terry L. Shepherd
                                 -------------------------------
                                 Terry L. Shepherd
                                 Chief Executive Officer

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed by the following persons in the
capacities indicated as of the 18th day of July, 2002.

               Signature                             Title
     ---------------------------    --------------------------------------------

     /s/ Terry L. Shepherd          Chairman and Chief Executive Officer
     ---------------------------    (principal executive officer)
     Terry L. Shepherd

     /s/ John C. Heinmiller         Vice President, Finance and
     ---------------------------    Chief Financial Officer
     John C. Heinmiller             (principal financial and accounting officer)

     /s/ Ronald A. Matricaria       Director
     ---------------------------
     Ronald A. Matricaria

     /s/ Richard R. Devenuti        Director
     ---------------------------
     Richard R. Devenuti

     /s/ Stuart M. Essig            Director
     ---------------------------
     Stuart M. Essig

     /s/ Thomas H. Garrett III      Director
     ---------------------------
     Thomas H. Garrett III

     /s/ Walter L. Sembrowich       Director
     ---------------------------
     Walter L. Sembrowich
/s/ Daniel J. Starks           Director
     ---------------------------
     Daniel J. Starks

     /s/ David A. Thompson          Director
     ---------------------------
     David A. Thompson

     /s/ Stefan K. Widensohler      Director
     ---------------------------
     Stefan K. Widensohler

     /s/ Wendy L. Yarno             Director
     ---------------------------
     Wendy L. Yarno

     /s/ Frank C-P Yin              Director
     ---------------------------
     Frank C-P Yin
EXHIBIT INDEX

         4.1      Articles of Incorporation (incorporated by reference to
                  Exhibit 3(a) of our Form 8 filed on August 20, 1987, amending
                  our quarterly report on Form 10-Q for the quarter ended June
                  30, 1987).

         4.2      Articles of Amendment dated September 5, 1996, to Articles of
                  Incorporation (incorporated by reference from Exhibit 3.2 of
                  our annual report on Form 10-K for the year ended December 31,
                  1996).

         4.3      Bylaws (incorporated by reference to Exhibit 3(ii) of our
                  quarterly report on Form 10-Q for the quarter ended September
                  30, 1997).

         4.4      Rights Agreement dated as of June 16, 1997, between St. Jude
                  Medical, Inc. and American Stock Transfer and Trust Company,
                  as Rights Agent, including the Certificate of Designation,
                  Preferences and Rights of Series B Junior Preferred Stock
                  (incorporated by reference to Exhibit 4 of our quarterly
                  report on Form 10-Q for the quarter ended June 30, 1997).

         5.1      Opinion of Dorsey & Whitney LLP.

         23.1     Consent of Dorsey & Whitney LLP (included in Exhibit 5.1).

         23.2     Consent of Ernst & Young LLP.

         24.1     Power of Attorney.