As filed with the Securities and Exchange Commission on May 20, 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 Incentive Stock Option 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)

<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE
=================================================================================================================
                                                   Proposed                 Proposed
      Title of            Amount to be              Maximum                  Maximum               Amount of
  Securities to be         Registered              Offering                 Aggregate             Registration
     Registered                                 Price Per Share        Offering Price (1)             Fee
                                                      (1)
-------------------------------------------------------------------------------------------------------------------
   <S>                      <C>                     <C>                     <C>                     <C>    
   Common Stock,             114,052
   $.10 par value            Shares                 $54.8125                $6,251,475.25           $2,155.68
        (2)
===================================================================================================================
</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 May 14, 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.


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.

<PAGE>

     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.


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, 1996.

         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              Form of Stock Option Agreement.

      99.2              AneuRx, Inc. 1993 Incentive Stock Option 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 II-3 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.
<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.


<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 May 20, 1996.

                                      MEDTRONIC, INC.


Dated:  May 20, 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: May 20, 1996                  By: /s/ William W. George.
                                         ----------------------
                                         William W. George
                                         President and Chief Executive Officer


Dated:  May 20, 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:  May 20, 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 Form of Stock Option Agreement.                               E

99.2 AneuRx, Inc. 1993 Incentive Stock Option Plan.                E
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 18473}]
As filed with the Securities and Exchange Commission on May 20, 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 Incentive Stock Option 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                 Proposed
      Title of            Amount to be              Maximum                  Maximum               Amount of
  Securities to be         Registered              Offering                 Aggregate             Registration
     Registered                                 Price Per Share        Offering Price (1)             Fee
                                                      (1)
-------------------------------------------------------------------------------------------------------------------
Common Stock,             114,052
   $.10 par value            Shares                 $54.8125                $6,251,475.25           $2,155.68
        (2)
===================================================================================================================
(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 May 14, 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.

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.

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, 1996.

         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              Form of Stock Option Agreement.

      99.2              AneuRx, Inc. 1993 Incentive Stock Option 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 II-3 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.
(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.
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 May 20, 1996.

                                      MEDTRONIC, INC.

Dated:  May 20, 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: May 20, 1996                  By: /s/ William W. George.
                                         ----------------------
                                         William W. George
                                         President and Chief Executive Officer

Dated:  May 20, 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:  May 20, 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 Form of Stock Option Agreement.                               E

99.2 AneuRx, Inc. 1993 Incentive Stock Option Plan.                E