As filed with the Securities and Exchange Commission on July 2, 1996
                                                   Registration No. 333-_______


                       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 of other jurisdiction of                           (I.R.S. Employer
incorporation or organization)                            Identification No.)

7000 Central Avenue N.E.                                       55432
Minneapolis, Minnesota                                      (Zip Code)
(Address of principal executive offices)

                                 MEDTRONIC, INC.
        Stock Options under 1993 Stock Option Plan and 1995 Stock Option
                    and Compensation Plan of Acquired Company
                            (Full title of the plan)

                                 Ronald E. Lund
                             Senior Vice President,
                          General Counsel and Secretary
                                 Medtronic, Inc.
                            7000 Central Avenue N.E.
                              Minneapolis, MN 55432
                     (Name and address of agent for service)
                                 (612) 574-4000
          (Telephone number, including area code, of agent for service)
                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

=======================================================================================================
                                           Proposed Maximum      Proposed Maximum
Title of Securities     Amount to be           Offering         Aggregate Offering       Amount of
  to be Registered       Registered      Price Per Share (1)        Price (1)        Registration Fee
- --------------------- ------------------ --------------------- --------------------- ------------------
<S>                        <C>                   <C>              <C>                   <C>                 
 Common Stock, $.10        307,060
   par value (2)           Shares                $54.375          $16,696,387.50        $5,757.38
=======================================================================================================
</TABLE>

(1)  Estimated  solely  for the  purpose of  determining  the  registration  fee
pursuant to Rule 457(c) under the Securities Act of 1933, as amended,  and based
on the average of the high and low sale prices of the registrant's  Common Stock
on June 26, 1996 as reported by the New York Stock Exchange.

(2) 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 following  documents,  previously  filed (File No. 1-7707) with the
Securities and Exchange Commission (the "Commission") pursuant to the Securities
Exchange Act of 1934, as amended (the "Exchange  Act"), are incorporated in this
Registration  Statement by reference,  as of their respective  dates, and made a
part hereof:

          (1)  The Annual Report on Form 10-K of Medtronic, Inc. (the "Company")
               for the  fiscal  year ended  April 30,  1995  filed  pursuant  to
               Section 13(a) or 15(d) of the Exchange Act;

          (2)  All other reports filed pursuant to Section 13(a) or 15(d) of the
               Exchange  Act since the end of the  fiscal  year  covered  by the
               Annual Report referred to in (1) above; and

          (3)  The  description  of the  Company's  Common Stock  contained in a
               registration  statement  filed under  Section 12 of the  Exchange
               Act,  including  any amendment or report filed for the purpose of
               updating such description.

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

         Any  statement  contained in a document  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  incorporated   herein  by  reference  or  in  any  other
subsequently  filed  document  that also is or is deemed to be  incorporated  by
reference  herein  modifies or  supersedes  such  statement.  Any  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.



                                      II-1


<PAGE>


Item 6.  Indemnification of Directors and Officers.

         Section  302A.521 of the Minnesota  Business  Corporation  Act provides
that a  corporation  shall  indemnify  any person who was or is threatened to be
made a party to any  proceeding  by reason of the  former  or  present  official
capacity of such  person,  against  judgments,  penalties  and fines,  including
without limitation, excise taxes assessed against such person with respect to an
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  has  not  been  indemnified  by  another
organization or employee  benefit plan for the same expenses with respect to the
same acts or  omissions,  acted in good faith,  received  no  improper  personal
benefit and Section 302A.255 (which pertains to director conflicts of interest),
if applicable,  has been satisfied; in the case of a criminal proceeding, had no
reasonable cause to believe the conduct was unlawful; and in the case of acts or
omissions by person in their official  capacity for the corporation,  reasonably
believed that the conduct was in the best  interests of the  corporation,  or in
the  case  of  acts  or  omissions  by  persons  in  their  capacity  for  other
organizations,  reasonably believed that the conduct was not opposed to the best
interests of the corporation. The Company's Articles of Incorporation and Bylaws
do not limit the Company's obligation to indemnify such persons.

         The  Company'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 Company 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 Company 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.
Liability under federal  securities law is not limited by the Company's Articles
of Incorporation.

         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.







                                      II-2


<PAGE>


Item 8.  Exhibits.

         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, 1991, filed with the Commission
               under cover of Form SE dated July 24, 1991.

          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 by reference to Exhibit
               (1) of Medtronic's Form 8-A Registration Statement dated June 27,
               1991 and filed with the Commission on June 28, 1991.

          5    Opinion of Ronald E. Lund, General Counsel of the Company.

          23.1 Consent of Price Waterhouse LLP.

          23.2 Consent of Ronald E. Lund (included in Exhibit 5).

          24   Powers of Attorney.

          99.1 InStent Inc. 1993 Stock Option Plan.

          99.2 Form of Option Agreement for 1993 Stock Option Plan.

          99.3 InStent Inc. 1995 Stock Option and Compensation Plan.

          99.4 Form of Option  Agreement for 1995 Stock Option and  Compensation
               Plan.

Item 9.  Undertakings

         A.       The Company 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 this Registration Statement
          (or  the  most  recent   post-effective   amendment   hereof)   which,
          individually  or in the aggregate,  represent a fundamental  change in
          the information set forth in this Registration Statement; and (iii) to
          include  any  material   information  with  respect  to  the  plan  of
          distribution not previously  disclosed in this Registration  Statement
          or any  material  change  to such  information  in  this  Registration
          Statement; provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
          do not  apply if this  Registration  Statement  is on Form S-3 or Form
          S-8, and 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 Commission by the Company pursuant to Section
          13 or Section  15(d) of the  Securities  Exchange Act of 1934 that are
          incorporated by reference in this Registration Statement.

                                      II-3
  <PAGE>
                (2) That, for the purpose 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 this offering.

         B. The Company hereby  undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the Company'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 this Registration Statement shall be deemed to be a
new registration  statement  relating to the securities  offered herein, 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 Company pursuant to the foregoing provisions,  or otherwise,  the
Company 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 of 1933 and is,  therefore,  unenforceable.  In the event that a
claim for  indemnification  against such liabilities  (other than the payment by
the Company of expenses  incurred or paid by a director,  officer or controlling
person  of the  Company  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 Company 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 of 1933 and will be governed by the final adjudication of such issue.





                                      II-4


<PAGE>


                                   SIGNATURES

         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, State of Minnesota, on June 28, 1996.

                                    MEDTRONIC, INC.


Dated:  June 28, 1996               By:  /s/ William W. George
                                    William W. George
                                    President and Chief Executive Officer

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

Dated: June 28, 1996                By:  /s/ William W. George
                                    William W. George
                                    President and Chief Executive Officer


Dated:  June 28, 1996               By:  /s/ Robert L. Ryan
                                    Robert L. Ryan
                                    Senior Vice President and
                                    Chief Financial Officer
                                    (Principal Financial and Accounting Officer)


F. Caleb Blodgett
Arthur D. Collins, Jr.
William W. George
Antonio M. Gotto, Jr., M.D.
Bernadine P. Healy, M.D.
Vernon H. Heath
Thomas E. Holloran
Glen D. Nelson, M.D.                                 DIRECTORS
Richard L. Schall
Jack W. Schuler
Gerald W. Simonson
Gordon M. Sprenger
Richard W. Swalin, Ph.D.
Winston R. Wallin

         Ronald E. Lund, Senior Vice President, General Counsel and Secretary of
the  Registrant,  by signing his name hereto,  does hereby sign this document on
behalf of each of the above named directors of the Registrant pursuant to powers
of attorney duly executed by such persons.

Dated:  June 28, 1996               By:  /s/ Ronald E. Lund
                                    Ronald E. Lund
                                    Attorney-in-Fact


<PAGE>





                                INDEX TO EXHIBITS

Exhibit                                                             Paper (P)
                                                               or Electronic (E)

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, 1991,  filed with the Commission  under cover 
         of Form SE dated July 24, 1991.

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  by reference to Exhibit (1) of Medtronic's
         Form 8-A Registration  Statement dated June 27, 1991
         and filed with the Commission on June 28, 1991.

5        Opinion of Ronald E. Lund, General Counsel of the Company.     E

23.1     Consent of Price Waterhouse LLP.                               E

23.2     Consent of Ronald E. Lund (included in Exhibit 5).            --

24       Powers of Attorney.                                            E

99.1     InStent Inc. 1993 Stock Option Plan.                           E

99.2     Form of Stock Option Agreement for 1993 Stock Option Plan.     E

99.3     InStent Inc. 1995 Stock Option and Compensation Plan.          E

99.4     Form of Stock Option Agreement for 1995 Stock Option and       E
         Compensation Plan.
[{"type": "S-8", "sequence": "1", "description": "REG STATEMENT FOR 1993 AND 1995 PLANS", "secsgml_size_bytes": 18558}]
{"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": "333-07385", "film-number": "96589999"}, "business-address": {"street1": "7000 CENTRAL AVE NE", "street2": "MS 316", "city": "MINNEAPOLIS", "state": "MN", "zip": "55432", "phone": "6125744000"}}
As filed with the Securities and Exchange Commission on July 2, 1996
                                                   Registration No. 333-_______

                       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 of other jurisdiction of                           (I.R.S. Employer
incorporation or organization)                            Identification No.)

7000 Central Avenue N.E.                                       55432
Minneapolis, Minnesota                                      (Zip Code)
(Address of principal executive offices)

                                 MEDTRONIC, INC.
        Stock Options under 1993 Stock Option Plan and 1995 Stock Option
                    and Compensation Plan of Acquired Company
                            (Full title of the plan)

                                 Ronald E. Lund
                             Senior Vice President,
                          General Counsel and Secretary
                                 Medtronic, Inc.
                            7000 Central Avenue N.E.
                              Minneapolis, MN 55432
                     (Name and address of agent for service)
                                 (612) 574-4000
          (Telephone number, including area code, of agent for service)
                         CALCULATION OF REGISTRATION FEE
=======================================================================================================
                                           Proposed Maximum      Proposed Maximum
Title of Securities     Amount to be           Offering         Aggregate Offering       Amount of
  to be Registered       Registered      Price Per Share (1)        Price (1)        Registration Fee
- --------------------- ------------------ --------------------- --------------------- ------------------
Common Stock, $.10        307,060
   par value (2)           Shares                $54.375          $16,696,387.50        $5,757.38
=======================================================================================================
(1)  Estimated  solely  for the  purpose of  determining  the  registration  fee
pursuant to Rule 457(c) under the Securities Act of 1933, as amended,  and based
on the average of the high and low sale prices of the registrant's  Common Stock
on June 26, 1996 as reported by the New York Stock Exchange.

(2) 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 following  documents,  previously  filed (File No. 1-7707) with the
Securities and Exchange Commission (the "Commission") pursuant to the Securities
Exchange Act of 1934, as amended (the "Exchange  Act"), are incorporated in this
Registration  Statement by reference,  as of their respective  dates, and made a
part hereof:

          (1)  The Annual Report on Form 10-K of Medtronic, Inc. (the "Company")
               for the  fiscal  year ended  April 30,  1995  filed  pursuant  to
               Section 13(a) or 15(d) of the Exchange Act;

          (2)  All other reports filed pursuant to Section 13(a) or 15(d) of the
               Exchange  Act since the end of the  fiscal  year  covered  by the
               Annual Report referred to in (1) above; and

          (3)  The  description  of the  Company's  Common Stock  contained in a
               registration  statement  filed under  Section 12 of the  Exchange
               Act,  including  any amendment or report filed for the purpose of
               updating such description.

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

         Any  statement  contained in a document  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  incorporated   herein  by  reference  or  in  any  other
subsequently  filed  document  that also is or is deemed to be  incorporated  by
reference  herein  modifies or  supersedes  such  statement.  Any  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.

                                      II-1
Item 6.  Indemnification of Directors and Officers.

         Section  302A.521 of the Minnesota  Business  Corporation  Act provides
that a  corporation  shall  indemnify  any person who was or is threatened to be
made a party to any  proceeding  by reason of the  former  or  present  official
capacity of such  person,  against  judgments,  penalties  and fines,  including
without limitation, excise taxes assessed against such person with respect to an
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  has  not  been  indemnified  by  another
organization or employee  benefit plan for the same expenses with respect to the
same acts or  omissions,  acted in good faith,  received  no  improper  personal
benefit and Section 302A.255 (which pertains to director conflicts of interest),
if applicable,  has been satisfied; in the case of a criminal proceeding, had no
reasonable cause to believe the conduct was unlawful; and in the case of acts or
omissions by person in their official  capacity for the corporation,  reasonably
believed that the conduct was in the best  interests of the  corporation,  or in
the  case  of  acts  or  omissions  by  persons  in  their  capacity  for  other
organizations,  reasonably believed that the conduct was not opposed to the best
interests of the corporation. The Company's Articles of Incorporation and Bylaws
do not limit the Company's obligation to indemnify such persons.

         The  Company'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 Company 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 Company 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.
Liability under federal  securities law is not limited by the Company's Articles
of Incorporation.

         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.

                                      II-2
Item 8.  Exhibits.

         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, 1991, filed with the Commission
               under cover of Form SE dated July 24, 1991.

          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 by reference to Exhibit
               (1) of Medtronic's Form 8-A Registration Statement dated June 27,
               1991 and filed with the Commission on June 28, 1991.

          5    Opinion of Ronald E. Lund, General Counsel of the Company.

          23.1 Consent of Price Waterhouse LLP.

          23.2 Consent of Ronald E. Lund (included in Exhibit 5).

          24   Powers of Attorney.

          99.1 InStent Inc. 1993 Stock Option Plan.

          99.2 Form of Option Agreement for 1993 Stock Option Plan.

          99.3 InStent Inc. 1995 Stock Option and Compensation Plan.

          99.4 Form of Option  Agreement for 1995 Stock Option and  Compensation
               Plan.

Item 9.  Undertakings

         A.       The Company 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 this Registration Statement
          (or  the  most  recent   post-effective   amendment   hereof)   which,
          individually  or in the aggregate,  represent a fundamental  change in
          the information set forth in this Registration Statement; and (iii) to
          include  any  material   information  with  respect  to  the  plan  of
          distribution not previously  disclosed in this Registration  Statement
          or any  material  change  to such  information  in  this  Registration
          Statement; provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
          do not  apply if this  Registration  Statement  is on Form S-3 or Form
          S-8, and 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 Commission by the Company pursuant to Section
          13 or Section  15(d) of the  Securities  Exchange Act of 1934 that are
          incorporated by reference in this Registration Statement.

                                      II-3
(2) That, for the purpose 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 this offering.

         B. The Company hereby  undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the Company'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 this Registration Statement shall be deemed to be a
new registration  statement  relating to the securities  offered herein, 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 Company pursuant to the foregoing provisions,  or otherwise,  the
Company 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 of 1933 and is,  therefore,  unenforceable.  In the event that a
claim for  indemnification  against such liabilities  (other than the payment by
the Company of expenses  incurred or paid by a director,  officer or controlling
person  of the  Company  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 Company 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 of 1933 and will be governed by the final adjudication of such issue.

                                      II-4
SIGNATURES

         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, State of Minnesota, on June 28, 1996.

                                    MEDTRONIC, INC.

Dated:  June 28, 1996               By:  /s/ William W. George
                                    William W. George
                                    President and Chief Executive Officer

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

Dated: June 28, 1996                By:  /s/ William W. George
                                    William W. George
                                    President and Chief Executive Officer

Dated:  June 28, 1996               By:  /s/ Robert L. Ryan
                                    Robert L. Ryan
                                    Senior Vice President and
                                    Chief Financial Officer
                                    (Principal Financial and Accounting Officer)

F. Caleb Blodgett
Arthur D. Collins, Jr.
William W. George
Antonio M. Gotto, Jr., M.D.
Bernadine P. Healy, M.D.
Vernon H. Heath
Thomas E. Holloran
Glen D. Nelson, M.D.                                 DIRECTORS
Richard L. Schall
Jack W. Schuler
Gerald W. Simonson
Gordon M. Sprenger
Richard W. Swalin, Ph.D.
Winston R. Wallin

         Ronald E. Lund, Senior Vice President, General Counsel and Secretary of
the  Registrant,  by signing his name hereto,  does hereby sign this document on
behalf of each of the above named directors of the Registrant pursuant to powers
of attorney duly executed by such persons.

Dated:  June 28, 1996               By:  /s/ Ronald E. Lund
                                    Ronald E. Lund
                                    Attorney-in-Fact
INDEX TO EXHIBITS

Exhibit                                                             Paper (P)
                                                               or Electronic (E)

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, 1991,  filed with the Commission  under cover 
         of Form SE dated July 24, 1991.

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  by reference to Exhibit (1) of Medtronic's
         Form 8-A Registration  Statement dated June 27, 1991
         and filed with the Commission on June 28, 1991.

5        Opinion of Ronald E. Lund, General Counsel of the Company.     E

23.1     Consent of Price Waterhouse LLP.                               E

23.2     Consent of Ronald E. Lund (included in Exhibit 5).            --

24       Powers of Attorney.                                            E

99.1     InStent Inc. 1993 Stock Option Plan.                           E

99.2     Form of Stock Option Agreement for 1993 Stock Option Plan.     E

99.3     InStent Inc. 1995 Stock Option and Compensation Plan.          E

99.4     Form of Stock Option Agreement for 1995 Stock Option and       E
         Compensation Plan.