SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             ----------------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933


                                 MEDTRONIC, INC.
             (Exact Name of Registrant as Specified in its Charter)


        Minnesota                                                41--0793183
 (State or Other Juris-                                        (I.R.S. Employer
diction of Incorporation                                  Identification Number)
   or Organization)


                            7000 Central Avenue N.E.
                          Minneapolis, Minnesota 55432
              (Address of Principal Executive Office and Zip Code)



                                 MEDTRONIC, INC.
               Shares to be Issued Pursuant to Stock Options under
                Third Amended and Restated 1996 Stock Option Plan
                               of Acquired Company
                            (Full Title of the Plan)

                               Carol E. Malkinson
                  Senior Legal Counsel and Assistant Secretary
                                 Medtronic, Inc.
                            7000 Central Avenue N.E.
                          Minneapolis, Minnesota 55432
                                 (612) 514-4000
 (Name, Address and Telephone Number, Including Area Code, of Agent for Service)


                                   Copies to:
                                 David C. Grorud
                            Fredrikson & Byron, P.A.
                            1100 International Centre
                          Minneapolis, Minnesota 55402



                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
======================== ====================== ====================== ====================== ======================
                                                                             Proposed
                                                  Proposed Maximum            Maximum
  Title of Securities        Amount to be          Offering Price            Aggregate              Amount of
   to be Registered          Registered(1)          Per Share(2)         Offering Price(2)      Registration Fee
======================== ====================== ====================== ====================== ======================
<S>                       <C>                        <C>                  <C>                       <C>
Common Stock, $.10 par     2,954,897 Shares           $34.9375             $103,236,714              $28,700
value (3)

======================== ====================== ====================== ====================== ======================
</TABLE>


(1)      In addition, pursuant to Rule 416 under the Securities Act of 1933,
         this Registration Statement also covers an indeterminate amount of
         interests to be offered or sold pursuant to the employee benefit plan
         described herein and any additional securities which may become
         issuable pursuant to anti-dilution provisions of the plan.

(2)      Estimated pursuant to Rule 457(h) solely for the purpose of calculating
         the registration fee and based upon the average of the high and low
         prices of the Registrant's Common Stock on October 29, 1999.

(3)      Each share of Common Stock includes a Preferred Stock Purchase Right
         pursuant to the Registrant's Shareholder Rights Plan.






<PAGE>


                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The Registrant hereby incorporates by reference into this Registration
Statement the documents listed in (a) through (c) below:

         (a)      The Registrant's latest annual report filed pursuant to
                  Section 13(a) or 15(d) of the Securities Exchange Act of 1934,
                  or either (I) the latest prospectus filed pursuant to Rule
                  424(b) under the Securities Act of 1933 that contains audited
                  financial statements for the Registrant's latest fiscal year
                  for which such statements have been filed or (II) the
                  Registrant's effective registration statement on Form 10 or
                  10-SB filed under the Securities Exchange Act of 1934
                  containing audited financial statements for the Registrant's
                  latest fiscal year;

         (b)      All other reports filed pursuant to Section 13(a) or 15(d) of
                  the Securities Exchange Act of 1934 since the end of the
                  fiscal year covered by the Registrant document referred to in
                  (a) above;

         (c)      If the class of securities to be offered is registered under
                  Section 12 of the Securities Exchange Act of 1934, the
                  description of such class of securities contained in a
                  registration statement filed under such Act, including any
                  amendment or report filed for the purpose of updating such
                  description.

         All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all such securities then remaining unsold,
shall be deemed to be incorporated by reference in this Registration Statement
and to be a part hereof from the date of filing of 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.

         Under Minnesota corporate law, a corporation shall, unless prohibited
or limited by its Articles of Incorporation or Bylaws, indemnify its directors,
officers, employees and agents against judgments, penalties, fines, settlements,
expenses and disbursements incurred by such person who was, or is threatened to

<PAGE>

be, made a party to a proceeding by reason of the fact that the person is or was
a director, officer, employee or agent of the corporation if generally, with
respect to the acts or omissions of the person complained of in the proceeding,
the person: (i) has not been indemnified by another organization with respect to
the same acts or omissions; (ii) acted in good faith, (iii) received no improper
personal benefit; (iv) in the case of a criminal proceeding, had no reasonable
cause to believe the conduct was unlawful; and (v) reasonably believed the
conduct was in the best interests of the corporation or, in certain
circumstances, reasonably believed that the conduct was not opposed to the best
interests of the corporation. Minnesota corporate law also provides that a
corporation may purchase and maintain insurance on behalf of any indemnified
party against any liability asserted against such person, whether or not the
corporation would have been required to indemnify the person against liability
under the provisions of Minnesota corporate law. The Registrant's Articles of
Incorporation and Bylaws do not limit the Registrant's obligation to indemnify
such persons.

         The Registrant's Articles of Incorporation limit the liability of its
directors to the full extent permitted by the Minnesota Business Corporation
Act. Specifically, directors of the Registrant will not be personally liable for
monetary damages for breach of fiduciary duty as directors except liability for
(i) any breach of the duty of loyalty to the Registrant or its shareholders,
(ii) acts or omissions not in good faith or that involve intentional misconduct
or a knowing violation of law, (iii) dividends or other distributions of
corporate assets that are in contravention of certain statutory or contractual
restrictions, (iv) violations of certain Minnesota securities laws or (v) any
transaction from which the director derives an improper personal benefit.

         Subject to exclusions and limitations, the Company maintains certain
insurance coverage against liability which a director or officer may incur in
his or her capacity as such.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

         4.1      Medtronic Restated Articles of Incorporation, as amended to
                  date - incorporated herein by reference to Exhibit 3.1 in
                  Medtronic's Quarterly Report on Form 10-Q for the quarter
                  ended July 28, 1995, filed with the Commission on September 8,
                  1995.

         4.2      Medtronic Bylaws, as amended to date - incorporated herein by
                  reference to Exhibit 3.2 in Medtronic's Annual Report on Form
                  10-K for the year ended April 30, 1996, filed with the
                  Commission on July 24, 1996.

         4.3      Form of Rights Agreement dated as of June 27, 1991 between
                  Medtronic and Norwest Bank Minnesota, National Association,
                  including as Exhibit A thereto the form of Preferred Stock
                  Purchase Right Certificate - incorporated herein by reference
                  to Exhibit 4 in Medtronic's Annual Report on Form 10-K for the
                  year ended April 30, 1997, filed with the Commission on July
                  23, 1997.


<PAGE>

         5        Opinion and Consent of Fredrikson & Byron, P.A., Counsel to
                  the Company.

         23.1     Consent of Fredrikson & Byron, P.A. -- included in their
                  opinion filed as Exhibit 5.

         23.2     Consent of PricewaterhouseCoopers LLP.

         24       Power of Attorney from certain directors -- incorporated
                  herein by reference to Exhibit 24 to Registration Statement on
                  S-4, Reg. No. 333-87439.

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;

                           (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, represents a fundamental change in the
                           information set forth in the Registration Statement;

                           (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) do not apply if the information required
                           to be included in a post-effective amendment by those
                           paragraphs is contained in periodic reports filed by
                           the Registrant pursuant to Section 13 or Section
                           15(d) of the Securities Exchange Act of 1934 that are
                           incorporated by reference in the Registration
                           Statement.

                  (2) That, for the purposes of determining any liability under
                  the Securities Act of 1933, 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.


<PAGE>

                  (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 of 1933, each filing
         of the Registrant's annual report pursuant to Section 13(a) or Section
         15(d) of the Securities Exchange Act of 1934 (and, where applicable,
         each filing of an employee benefit plan's annual report pursuant to
         Section 15(d) of the Securities Exchange Act of 1934) 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 of 1933 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 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 Act and will be governed by final
         adjudication of such issue.

                                   SIGNATURES

         The Registrant. Pursuant to the requirements of the Securities Act of
1933, 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, thereunto
duly authorized, in the City of Minneapolis and State of Minnesota, on the 5th
day of November, 1999.

                                 MEDTRONIC, INC.


                                 By       /s/ William W. George
                                       William W. George
                                       Chairman and Chief Executive Officer



<PAGE>


         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.

<TABLE>
<S>                                     <C>                                     <C>                    <C>
Signature                               Title

/s/ William W. George                   Chairman, Chief Executive Officer and                          November 5, 1999
William W. George                       Director (principal executive officer)

/s/ Robert L. Ryan                      Senior Vice President and Chief                                November 5, 1999
Robert L. Ryan                          Financial Officer (principal
                                        financial and accounting officer)

               *                        Director                         )
Michael R. Bonsignore                                                    )
                                                                         )
               *                        Director                         )       * By  /s/ David J. Scott
William R. Brody, M.D., Ph.D.                                            )               David J. Scott
                                                                         )               Attorney-in-Fact
               *                        Director                         )
Paul W. Chellgren                                                        )         Date:  November 5, 1999
                                                                         )
               *                        Director                         )
Arthur D. Collins, Jr.                                                   )
                                                                         )
               *                        Director                         )
Antonio M. Gotto, Jr., M.D.                                              )
                                                                         )
               *                        Director                         )
Bernadine P. Healy, M.D.                                                 )
                                                                         )
               *                        Director                         )
Thomas E. Holloran                                                       )
                                                                         )
               *                        Director                         )
Glen D. Nelson, M.D.                                                     )
                                                                         )
               *                        Director                         )
Jean-Pierre Rosso                                                        )
                                                                         )
               *                        Director                         )
Richard L. Schall                                                        )
                                                                         )
                 *                      Director                         )
Jack W. Schuler                                                          )
                                                                         )
                 *                      Director                         )
Gerald W. Simonson                                                       )
                                                                         )
                 *                      Director                         )
Gordon M. Sprenger                                                       )

</TABLE>


<PAGE>






                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549





                                 MEDTRONIC, INC.


                         Form S-8 Registration Statement



                                  EXHIBIT INDEX


Exhibit
Number                              Exhibit Description

4.1      Medtronic Restated Articles of Incorporation, as amended to date -
         incorporated herein by reference to Exhibit 3.1 in Medtronic's
         Quarterly Report on Form 10-Q for the quarter ended July 28, 1995,
         filed with the Commission on September 8, 1995.

4.2      Medtronic Bylaws, as amended to date - incorporated herein by reference
         to Exhibit 3.2 in Medtronic's Annual Report on Form 10-K for the year
         ended April 30, 1996, filed with the Commission on July 24, 1996.

4.3      Form of Rights Agreement dated as of June 27, 1991 between Medtronic
         and Norwest Bank Minnesota, National Association, including as Exhibit
         A thereto the form of Preferred Stock Purchase Right Certificate -
         incorporated herein by reference to Exhibit 4 in Medtronic's Annual
         Report on Form 10-K for the year ended April 30, 1997, filed with the
         Commission on July 23, 1997.

 5       Opinion and Consent of counsel re securities under the Plan

23.1     Consent of counsel (See Exhibit 5)

23.2     Consent of independent accountants

24       Power of attorney -- incorporated by reference to Exhibit 24 to
         Registration Statement on S-4, Reg. No. 333-87439.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 TO REGISTER XOMED OPTIONS", "secsgml_size_bytes": 20856}]
{"company-data": {"conformed-name": "MEDTRONIC INC", "cik": "0000064670", "assigned-sic": "3845", "irs-number": "410793183", "state-of-incorporation": "MN", "fiscal-year-end": "0430"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-90381", "film-number": "99741920"}, "business-address": {"street1": "7000 CENTRAL AVE NE", "street2": "MS 316", "city": "MINNEAPOLIS", "state": "MN", "zip": "55432", "phone": "6125744000"}}
SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             ----------------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933

                                 MEDTRONIC, INC.
             (Exact Name of Registrant as Specified in its Charter)

        Minnesota                                                41--0793183
 (State or Other Juris-                                        (I.R.S. Employer
diction of Incorporation                                  Identification Number)
   or Organization)

                            7000 Central Avenue N.E.
                          Minneapolis, Minnesota 55432
              (Address of Principal Executive Office and Zip Code)

                                 MEDTRONIC, INC.
               Shares to be Issued Pursuant to Stock Options under
                Third Amended and Restated 1996 Stock Option Plan
                               of Acquired Company
                            (Full Title of the Plan)

                               Carol E. Malkinson
                  Senior Legal Counsel and Assistant Secretary
                                 Medtronic, Inc.
                            7000 Central Avenue N.E.
                          Minneapolis, Minnesota 55432
                                 (612) 514-4000
 (Name, Address and Telephone Number, Including Area Code, of Agent for Service)

                                   Copies to:
                                 David C. Grorud
                            Fredrikson & Byron, P.A.
                            1100 International Centre
                          Minneapolis, Minnesota 55402

                         CALCULATION OF REGISTRATION FEE
======================== ====================== ====================== ====================== ======================
                                                                             Proposed
                                                  Proposed Maximum            Maximum
  Title of Securities        Amount to be          Offering Price            Aggregate              Amount of
   to be Registered          Registered(1)          Per Share(2)         Offering Price(2)      Registration Fee
======================== ====================== ====================== ====================== ======================
Common Stock, $.10 par     2,954,897 Shares           $34.9375             $103,236,714              $28,700
value (3)

======================== ====================== ====================== ====================== ======================
(1)      In addition, pursuant to Rule 416 under the Securities Act of 1933,
         this Registration Statement also covers an indeterminate amount of
         interests to be offered or sold pursuant to the employee benefit plan
         described herein and any additional securities which may become
         issuable pursuant to anti-dilution provisions of the plan.

(2)      Estimated pursuant to Rule 457(h) solely for the purpose of calculating
         the registration fee and based upon the average of the high and low
         prices of the Registrant's Common Stock on October 29, 1999.

(3)      Each share of Common Stock includes a Preferred Stock Purchase Right
         pursuant to the Registrant's Shareholder Rights Plan.
PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The Registrant hereby incorporates by reference into this Registration
Statement the documents listed in (a) through (c) below:

         (a)      The Registrant's latest annual report filed pursuant to
                  Section 13(a) or 15(d) of the Securities Exchange Act of 1934,
                  or either (I) the latest prospectus filed pursuant to Rule
                  424(b) under the Securities Act of 1933 that contains audited
                  financial statements for the Registrant's latest fiscal year
                  for which such statements have been filed or (II) the
                  Registrant's effective registration statement on Form 10 or
                  10-SB filed under the Securities Exchange Act of 1934
                  containing audited financial statements for the Registrant's
                  latest fiscal year;

         (b)      All other reports filed pursuant to Section 13(a) or 15(d) of
                  the Securities Exchange Act of 1934 since the end of the
                  fiscal year covered by the Registrant document referred to in
                  (a) above;

         (c)      If the class of securities to be offered is registered under
                  Section 12 of the Securities Exchange Act of 1934, the
                  description of such class of securities contained in a
                  registration statement filed under such Act, including any
                  amendment or report filed for the purpose of updating such
                  description.

         All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all such securities then remaining unsold,
shall be deemed to be incorporated by reference in this Registration Statement
and to be a part hereof from the date of filing of 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.

         Under Minnesota corporate law, a corporation shall, unless prohibited
or limited by its Articles of Incorporation or Bylaws, indemnify its directors,
officers, employees and agents against judgments, penalties, fines, settlements,
expenses and disbursements incurred by such person who was, or is threatened to
be, made a party to a proceeding by reason of the fact that the person is or was
a director, officer, employee or agent of the corporation if generally, with
respect to the acts or omissions of the person complained of in the proceeding,
the person: (i) has not been indemnified by another organization with respect to
the same acts or omissions; (ii) acted in good faith, (iii) received no improper
personal benefit; (iv) in the case of a criminal proceeding, had no reasonable
cause to believe the conduct was unlawful; and (v) reasonably believed the
conduct was in the best interests of the corporation or, in certain
circumstances, reasonably believed that the conduct was not opposed to the best
interests of the corporation. Minnesota corporate law also provides that a
corporation may purchase and maintain insurance on behalf of any indemnified
party against any liability asserted against such person, whether or not the
corporation would have been required to indemnify the person against liability
under the provisions of Minnesota corporate law. The Registrant's Articles of
Incorporation and Bylaws do not limit the Registrant's obligation to indemnify
such persons.

         The Registrant's Articles of Incorporation limit the liability of its
directors to the full extent permitted by the Minnesota Business Corporation
Act. Specifically, directors of the Registrant will not be personally liable for
monetary damages for breach of fiduciary duty as directors except liability for
(i) any breach of the duty of loyalty to the Registrant or its shareholders,
(ii) acts or omissions not in good faith or that involve intentional misconduct
or a knowing violation of law, (iii) dividends or other distributions of
corporate assets that are in contravention of certain statutory or contractual
restrictions, (iv) violations of certain Minnesota securities laws or (v) any
transaction from which the director derives an improper personal benefit.

         Subject to exclusions and limitations, the Company maintains certain
insurance coverage against liability which a director or officer may incur in
his or her capacity as such.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

         4.1      Medtronic Restated Articles of Incorporation, as amended to
                  date - incorporated herein by reference to Exhibit 3.1 in
                  Medtronic's Quarterly Report on Form 10-Q for the quarter
                  ended July 28, 1995, filed with the Commission on September 8,
                  1995.

         4.2      Medtronic Bylaws, as amended to date - incorporated herein by
                  reference to Exhibit 3.2 in Medtronic's Annual Report on Form
                  10-K for the year ended April 30, 1996, filed with the
                  Commission on July 24, 1996.

         4.3      Form of Rights Agreement dated as of June 27, 1991 between
                  Medtronic and Norwest Bank Minnesota, National Association,
                  including as Exhibit A thereto the form of Preferred Stock
                  Purchase Right Certificate - incorporated herein by reference
                  to Exhibit 4 in Medtronic's Annual Report on Form 10-K for the
                  year ended April 30, 1997, filed with the Commission on July
                  23, 1997.
5        Opinion and Consent of Fredrikson & Byron, P.A., Counsel to
                  the Company.

         23.1     Consent of Fredrikson & Byron, P.A. -- included in their
                  opinion filed as Exhibit 5.

         23.2     Consent of PricewaterhouseCoopers LLP.

         24       Power of Attorney from certain directors -- incorporated
                  herein by reference to Exhibit 24 to Registration Statement on
                  S-4, Reg. No. 333-87439.

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;

                           (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, represents a fundamental change in the
                           information set forth in the Registration Statement;

                           (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) do not apply if the information required
                           to be included in a post-effective amendment by those
                           paragraphs is contained in periodic reports filed by
                           the Registrant pursuant to Section 13 or Section
                           15(d) of the Securities Exchange Act of 1934 that are
                           incorporated by reference in the Registration
                           Statement.

                  (2) That, for the purposes of determining any liability under
                  the Securities Act of 1933, 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 of 1933, each filing
         of the Registrant's annual report pursuant to Section 13(a) or Section
         15(d) of the Securities Exchange Act of 1934 (and, where applicable,
         each filing of an employee benefit plan's annual report pursuant to
         Section 15(d) of the Securities Exchange Act of 1934) 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 of 1933 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 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 Act and will be governed by final
         adjudication of such issue.

                                   SIGNATURES

         The Registrant. Pursuant to the requirements of the Securities Act of
1933, 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, thereunto
duly authorized, in the City of Minneapolis and State of Minnesota, on the 5th
day of November, 1999.

                                 MEDTRONIC, INC.

                                 By       /s/ William W. George
                                       William W. George
                                       Chairman and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
Signature                               Title

/s/ William W. George                   Chairman, Chief Executive Officer and                          November 5, 1999
William W. George                       Director (principal executive officer)

/s/ Robert L. Ryan                      Senior Vice President and Chief                                November 5, 1999
Robert L. Ryan                          Financial Officer (principal
                                        financial and accounting officer)

               *                        Director                         )
Michael R. Bonsignore                                                    )
                                                                         )
               *                        Director                         )       * By  /s/ David J. Scott
William R. Brody, M.D., Ph.D.                                            )               David J. Scott
                                                                         )               Attorney-in-Fact
               *                        Director                         )
Paul W. Chellgren                                                        )         Date:  November 5, 1999
                                                                         )
               *                        Director                         )
Arthur D. Collins, Jr.                                                   )
                                                                         )
               *                        Director                         )
Antonio M. Gotto, Jr., M.D.                                              )
                                                                         )
               *                        Director                         )
Bernadine P. Healy, M.D.                                                 )
                                                                         )
               *                        Director                         )
Thomas E. Holloran                                                       )
                                                                         )
               *                        Director                         )
Glen D. Nelson, M.D.                                                     )
                                                                         )
               *                        Director                         )
Jean-Pierre Rosso                                                        )
                                                                         )
               *                        Director                         )
Richard L. Schall                                                        )
                                                                         )
                 *                      Director                         )
Jack W. Schuler                                                          )
                                                                         )
                 *                      Director                         )
Gerald W. Simonson                                                       )
                                                                         )
                 *                      Director                         )
Gordon M. Sprenger                                                       )
SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                 MEDTRONIC, INC.

                         Form S-8 Registration Statement

                                  EXHIBIT INDEX

Exhibit
Number                              Exhibit Description

4.1      Medtronic Restated Articles of Incorporation, as amended to date -
         incorporated herein by reference to Exhibit 3.1 in Medtronic's
         Quarterly Report on Form 10-Q for the quarter ended July 28, 1995,
         filed with the Commission on September 8, 1995.

4.2      Medtronic Bylaws, as amended to date - incorporated herein by reference
         to Exhibit 3.2 in Medtronic's Annual Report on Form 10-K for the year
         ended April 30, 1996, filed with the Commission on July 24, 1996.

4.3      Form of Rights Agreement dated as of June 27, 1991 between Medtronic
         and Norwest Bank Minnesota, National Association, including as Exhibit
         A thereto the form of Preferred Stock Purchase Right Certificate -
         incorporated herein by reference to Exhibit 4 in Medtronic's Annual
         Report on Form 10-K for the year ended April 30, 1997, filed with the
         Commission on July 23, 1997.

 5       Opinion and Consent of counsel re securities under the Plan

23.1     Consent of counsel (See Exhibit 5)

23.2     Consent of independent accountants

24       Power of attorney -- incorporated by reference to Exhibit 24 to
         Registration Statement on S-4, Reg. No. 333-87439.