<PAGE>   1

     As filed with the Securities and Exchange Commission on April 29, 1999
                                                    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)

                   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            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
Amended and Restated 1996 Stock
Option Plan, par value $0.01               500,000(1)             $8.07(2)             $4,035,000(2)      $1,121.73(2)
-------------------------------------------------------------------------------------------------------------------------
</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. An aggregate of 2,750,000 shares were previously
        registered on Registrant's Registration Statements on Form S-8 (SEC File
        No. 333-19785, SEC File No. 333-33725 and SEC File No. 333-66687) filed
        with the Securities and Exchange Commission on January 15, 1997, August
        15, 1997 and November 3, 1998, respectively.

(2)     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 207,232 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 $8.05 per share pursuant to Rule 457(h) under
        the Securities Act. With respect to 292,768 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
        April 27, 1999, which average was $8.09. 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 and SEC File No. 333-66687) 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, 1998 filed pursuant to Section 13(a) of the
Securities and Exchange Act of 1934, as amended (the "Exchange Act").

                2.      The Registrant's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1998 filed pursuant to Section 13(a) of the Exchange
Act.

                3.      The Registrant's Quarterly Report on Form 10-Q for the
quarter ended December 31, 1998 filed pursuant to Section 13(a) of the Exchange
Act.

                4.      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.



                                      II-2

<PAGE>   3

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 (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.

<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, as to the 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>



                                      II-3

<PAGE>   4

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.

                (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 29th day of April, 1999. 

                                       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           April 29, 1999
-------------------------
   Reese S. Terry, Jr. 

  /s/ Robert P. Cummins            President, Chief Executive Officer and Director              April 29, 1999
-------------------------          (Principal Executive Officer)
    Robert P. Cummins              

 /s/ Pamela B. Westbrook           Vice President, Finance and Administration and Chief         April 29, 1999
-------------------------          Financial Officer (Principal Financial and Accounting
   Pamela B. Westbrook             Officer)
                                   
   /s/ Stanley H. Appel            Director                                                     April 29, 1999
-------------------------
    Stanley H. Appel 

  /s/ Anthony L. Coelho            Director                                                     April 29, 1999
-------------------------
    Anthony L. Coelho 

  /s/ Thomas A. Duerden            Director                                                     April 29, 1999
-------------------------
    Thomas A. Duerden 

  /s/ Michael J. Strauss           Director                                                     April 29, 1999
-------------------------
   Michael J. Strauss 
</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, as to the 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": 16215}]
{"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": "333-77361", "film-number": "99604872"}, "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 April 29, 1999
                                                    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)

                   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            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
Amended and Restated 1996 Stock
Option Plan, par value $0.01               500,000(1)             $8.07(2)             $4,035,000(2)      $1,121.73(2)
-------------------------------------------------------------------------------------------------------------------------
(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. An aggregate of 2,750,000 shares were previously
        registered on Registrant's Registration Statements on Form S-8 (SEC File
        No. 333-19785, SEC File No. 333-33725 and SEC File No. 333-66687) filed
        with the Securities and Exchange Commission on January 15, 1997, August
        15, 1997 and November 3, 1998, respectively.

(2)     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 207,232 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 $8.05 per share pursuant to Rule 457(h) under
        the Securities Act. With respect to 292,768 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
        April 27, 1999, which average was $8.09. 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 and SEC File No. 333-66687) 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, 1998 filed pursuant to Section 13(a) of the
Securities and Exchange Act of 1934, as amended (the "Exchange Act").

                2.      The Registrant's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1998 filed pursuant to Section 13(a) of the Exchange
Act.

                3.      The Registrant's Quarterly Report on Form 10-Q for the
quarter ended December 31, 1998 filed pursuant to Section 13(a) of the Exchange
Act.

                4.      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.

                                      II-2
3

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 (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                               EXHIBIT
     -------                              -------
4.1     Cyberonics, Inc. Amended and Restated 1996 Stock Option Plan.

        5.1     Opinion of Wilson Sonsini Goodrich & Rosati, Professional
                Corporation, as to the 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).
II-3
4

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.

                (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 29th day of April, 1999. 

                                       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           April 29, 1999
-------------------------
   Reese S. Terry, Jr. 

  /s/ Robert P. Cummins            President, Chief Executive Officer and Director              April 29, 1999
-------------------------          (Principal Executive Officer)
    Robert P. Cummins              

 /s/ Pamela B. Westbrook           Vice President, Finance and Administration and Chief         April 29, 1999
-------------------------          Financial Officer (Principal Financial and Accounting
   Pamela B. Westbrook             Officer)
                                   
   /s/ Stanley H. Appel            Director                                                     April 29, 1999
-------------------------
    Stanley H. Appel 

  /s/ Anthony L. Coelho            Director                                                     April 29, 1999
-------------------------
    Anthony L. Coelho 

  /s/ Thomas A. Duerden            Director                                                     April 29, 1999
-------------------------
    Thomas A. Duerden 

  /s/ Michael J. Strauss           Director                                                     April 29, 1999
-------------------------
   Michael J. Strauss
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, as to the 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).