As filed with the Securities and Exchange Commission
                                on July 1, 1994
                                                        Registration No.______



                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                             St. Jude Medical, Inc.
             (Exact name of registrant as specified in its charter)
                 Minnesota                                      41-1276891
         (State or other jurisdic-                            (I.R.S. Employer
         tion of incorporation                               Identification No.)
         or organization)

                               One Lillehei Plaza
                           St. Paul, Minnesota 55117
             (Address of principal executive offices and zip code)


                 ST. JUDE MEDICAL, INC. 1994 STOCK OPTION PLAN
                            (Full title of the Plan)


                               Stephen L. Wilson
              Vice President, Finance and Chief Financial Officer
                             St. Jude Medical, Inc.
                               One Lillehei Plaza
                           St. Paul, Minnesota 55117
                                 (612) 483-2000
           (Name, address and telephone number of agent for service)

                                    Copy to:

                             Thomas H. Garrett III
                               Lindquist & Vennum
                                4200 IDS Center
                          Minneapolis, Minnesota 55402
                                 (612) 371-3211



                       This Form S-8 consists of 22 pages
                       (including exhibits). The index to
                        exhibits is set forth on page 7.





                        CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------

                                       Proposed     Proposed
Title of                                Maximum     Maximum
Securities             Amount          Offering     Aggregate      Amount of
to be                  to be            Price        Offering     Registration
Registered           Registered        Per Share(1)  Price(1)        Fee
- --------------------------------------------------------------------------------

Common Stock        4,000,000 shares    $28.375   $113,500,000     $39,137.93
$.10 Par Value


- --------------------------------------------------------------------------------

(1)      Estimated  solely for the purpose of determining the  registration  fee
         pursuant  to Rule 457(c) and based upon the average of the high and low
         prices of the  Company's  Common  Stock on the NASDAQ  National  Market
         System on June 24, 1994.









                                     PART I

         Pursuant to the Note to Part I of Form S-8, the information required by
Items 1 and 2 of Form S-8 is not filed as a part of this Registration Statement.


                                    PART II

Item 3.  Incorporation of Documents by Reference.

         The  following   documents  filed  with  the  Securities  and  Exchange
Commission are hereby incorporated by reference herein:

         (a) The Annual  Report of the  Company on Form 10-K for the fiscal year
         ended December 31, 1993.

         (b) The  Quarterly  Report of the  Company on Form 10-Q for the quarter
         ended March 31, 1994.

         (c) The Definitive  Proxy  Statement  dated March 28, 1994 for the 1994
         Annual Meeting of Shareholders held on May 4, 1994.

         (d) The Current Report on Form 8-K dated January 4, 1994.

         (e) The description of the Company's Preferred Stock Purchase Rights as
         set forth in the  Company's  Registration  Statement  on Form 8-A dated
         June 10, 1987, as amended August 9, 1989 and subsequently amended as of
         July 6, 1990.

         The Company is authorized to issue 100,000,000  shares of Common Stock,
par value $.10 per share,  and 25,000,000  shares of Preferred  Stock, par value
$1.00 per share.  No share of Common  Stock is entitled to  preference  over any
other share, and each share is equal to any other share in all respects.  In any
distribution of capital  assets,  whether  voluntary or involuntary,  holders of
Common Stock have no preemptive  rights.  There is no cumulative  voting for the
election of  directors.  Accordingly,  the owners of a majority of Common  Stock
outstanding  may elect all of the  directors,  if they  choose to do so, and the
owners of the balance of such shares will not be able to elect any directors.

         The Board of Directors is authorized to determine,  without any further
action by the holders of the Company's Common Stock, the voting rights, dividend
rights, dividend rate, redemption rights or privileges, rights on liquidation or
dissolution,  conversion rights and privileges,  sinking or purchase fund rights
and other preferences,  privileges,  and restrictions of any series of Preferred
Stock, the number of shares  constituting  any such series,  and the designation
thereof.  Should the Board of  Directors  elect to exercise its  authority,  the
rights,  preferences  and  privileges of holders of the  Company's  Common Stock
would be made subject to the rights, preferences and privileges of the Preferred
Stock.

         The Board of  Directors  may utilize  the  Company's  capital  stock in
defensive  tactics  designed to make more  difficult or thwart a takeover of the
Company.   In  addition,   other   provisions  of  the  Company's   Articles  of
Incorporation  have an  anti-takeover  effect.  Article  IX of the  Articles  of
Incorporation  provides  for a  classified  Board  of  Directors.  The  Board of
Directors is divided  into three  classes  with  approximately  one-third of the
directors to stand for election  each year for a three-year  term.  In addition,
the directors may be removed only for cause and only upon the  affirmative  vote
of the holders of 80% of the outstanding voting power of the Company. Article IX
may moderate  the pace of any change in the Board of Directors by extending  the
time required to replace a majority of the incumbent directors.  Article XIII of
the Articles of Incorporation  includes a "fair price" provision which will make
it more difficult for a person to stage a "two-tier"  acquisition of the Company
if the second tier of the acquisition is at a lower price than the first tier. A
75% shareholder vote is required for such a two-tier merger that is not approved
by a majority of the continuing directors.  Article XIII is an attempt to assure
that  shareholders  will  receive the same price as  received in the  first-tier
acquisition  or a minimum  price under the formula  contained  in the fair price
provision.

         Certain of the provisions  described above could delay or frustrate the
assumption  of control by the holder of a large block of the  Company's  capital
stock or the removal of incumbent  Directors even if such  assumption or removal
would  be  beneficial  to the  shareholders  as a whole,  and  could  make  more
difficult  or  discourage a merger,  tender offer or proxy  contest even if such
event would be favorable to the interest of the shareholders.  By discouraging a
takeover attempt,  these provisions may have the incidental effect of inhibiting
the temporary fluctuations of the market price of the Company's shares of Common
Stock which may result from actual or rumored takeover attempts.

         On March 11, 1987, the Company adopted a shareholders' rights plan, the
terms of which are set forth in a Rights  Agreement  dated as of March 11, 1987,
amended  as of July 24,  1989 and  amended  and  restated  as of June 26,  1990,
between the Company and Norwest Bank  Minnesota,  N.A.  Upon the  occurrence  of
certain  events,  the plan entitles the  registered  holder of each  outstanding
share  of  Common  Stock to  purchase  one-tenth  of a share of  Series A Junior
Participating  Preferred  Stock at $150 per  one-tenth of a share.  This plan is
described  in the  Company's  Registration  Statement on Form 8-A dated June 10,
1987, as amended August 9, 1989 and subsequently amended as of July 6, 1990. The
Form 8-A Registration  Statement and the amendments  thereto are incorporated by
reference into this Form S-8.

         (f)  All  documents  subsequently  filed  by the  Company  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  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.

         Thomas H. Garrett  III,  Secretary  and  Director of the Company,  is a
partner in  Lindquist  & Vennum,  the law firm  passing on the  validity  of the
securities issued under the St. Jude Medical, Inc. 1994 Stock Option Plan.

Item 6.  Indemnification of Directors and Officers.

         The  Company's  Bylaws  provide that the Company  shall  indemnify  any
person  made or  threatened  to be made a party to any  threatened,  pending  or
completed  civil,   criminal,   administrative,   arbitration  or  investigative
proceeding,  including a proceeding  by or in the right of the  corporation,  by
reason of the former or present  official  capacity of the person,  provided the
person seeking indemnification meets five criteria set forth in Section 302A.521
of the Minnesota Business Corporation Act.

         The Company's  Bylaws also  authorize  the Board of  Directors,  to the
extent  permitted  by  applicable  law,  to  indemnify  any person or entity not
described  in the  Bylaws  pursuant  to,  and to the  extent  described  in,  an
agreement between the Company and such person, or as otherwise determined by the
Board of Directors in its discretion.

         The Company has entered into  indemnification  agreements  with each of
its directors and officers, which agreements provide for indemnification against
certain  costs  incurred by each  director and officer made or  threatened to be
made a party  to a  proceeding  because  of his or her  official  capacity  as a
director or officer. The indemnification  agreements provide for indemnification
to the full extent permitted by Minnesota law.

         Section  302A.521 of the Minnesota  Business  Corporation  Act provides
that  a  corporation  shall  indemnify  any  person  who  was or is  made  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,  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 or such
person complained of in the proceeding, such person (i) has not been indemnified
by another  organization  or employee  benefit plan for the same  expenses  with
respect to the same acts or omissions;  (ii) acted in good faith; (iii) received
no improper  personal  benefit  and Section  302A.255  (regarding  conflicts  of
interest),  if applicable,  has been  satisfied;  (iv) in the case of a criminal
proceeding, has no reasonable cause to believe the conduct was unlawful; and (v)
in the case of acts or omissions by persons 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.


Item 7.  Exemption from Registration Claimed.

         Not applicable.


Item 8.  Exhibits.

Exhibit                                                               Page

                 4(a).St. Jude Medical, Inc.
                 1994 Stock Option Plan . . . . . . . . . . . .          12

                 5(a).     Opinion and Consent of Lindquist & Vennum
                 as to the legality of the securities being
                 registered  . . . . . . . . . . . . . . . . . .         20

                 23(a).    Consent of Lindquist & Vennum (included in
                 Exhibit 5(a)) . . . . . . . . . . . . . . . . .         20

                 23(b).    Consent of independent auditors . . .         21



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  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 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  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
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  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.

(h) 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  connected 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 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 St. Paul, State of Minnesota, on June 29, 1994.

                                            St. Jude Medical, Inc.


                          By /s/ Ronald A. Matricaria
                              Ronald A. Matricaria
                              President and Chief Executive
                              Officer



                               POWER OF ATTORNEY

         The undersigned officers and directors of St. Jude Medical, Inc. hereby
constitute and appoint Ronald A.  Matricaria and Lawrence A. Lehmkuhl with power
to act one without the other,  our true and lawful  attorney-in-fact  and agent,
with full power of substitution and resubstitution,  for us and in our stead, in
any and all capacities to sign any and all amendments (including  post-effective
amendments) to this Registration  Statement and all documents  relating thereto,
and to file  the  same,  with all  exhibits  thereto,  and  other  documents  in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorney-in-fact and agent, full power and authority to do and perform each
and every  act and  thing  necessary  or  advisable  to be done in and about the
premises,  as  fully  to all  intents  and  purposes  as he might or could do in
person,  hereby  ratifying and  confirming  all that said  attorney-in-fact  and
agent, or his substitutes, may lawfully do or cause to be done by virtue hereof.

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


Signature                             Title                          Date
- --------------------------------------------------------------------------------
/s/ Ronald A. Matricaria    President, Chief Executive             June 29, 1994
Ronald A. Matricaria        Officer and Director (Principal
                            Executive Officer)




/s/ Stephen L. Wilson       Vice President, Finance                June 29, 1994
Stephen L. Wilson           and Chief Financial
                            Officer (Principal Financial
                            and Accounting Officer)


/s/ Lawrence A. Lehmkuhl    Chairman of the Board                  June 29, 1994
Lawrence A. Lehmkuhl        of Directors


/s/ Frank A. Ehmann         Director                               June 29, 1994
Frank A. Ehmann


/s/ Thomas H. Garrett III   Director                               June 29, 1994
Thomas H. Garrett III


/s/ William R. Miller       Director                               June 29, 1994
William R. Miller


/s/ Charles V. Owens, Jr.   Director                               June 29, 1994
Charles V. Owens, Jr.


/s/ Walter L. Sembrowich    Director                               June 29, 1994
Walther L. Sembrowich


/s/ Roger G. Stoll          Director                               June 29, 1994
Roger G. Stoll


/s/ James S. Womack         Director                               June 29, 1994
James S. Womack


                                                                    July 1, 1994




                             1994 STOCK OPTION PLAN

             SECTION 1.  General Purpose of Plan and Definitions.

         The name of this plan is the St. Jude  Medical,  Inc. 1994 Stock Option
Plan (the "Plan").  The purpose of the Plan is to enable St. Jude Medical,  Inc.
(the  "Company")  and its  Subsidiaries  to retain and attract  executives,  key
employees and  consultants  who  contribute  to the  Company's  success by their
ability,  ingenuity and industry,  and to enable such individuals to participate
in the long-term  success and growth of the Company by giving them a proprietary
interest in the Company.

             For purposes of the Plan,  the following  terms shall be defined as
set forth below:

                 a. "Board" means the Board of Directors of the Company.

                 b. "Cause" means a felony  conviction  of a participant  or the
                 failure of a participant to contest  prosecution  for a felony,
                 or a  participant's  willful  misconduct or dishonesty,  any of
                 which is directly  and  materially  harmful to the  business or
                 reputation of the Company.

                 c. "Code" means the Internal Revenue Code of 1986, as amended.

                 d. "Committee" means the Committee  referred to in Section 2 of
                 the Plan. If at any time no Committee shall be in office,  then
                 the functions of the  Committee  specified in the Plan shall be
                 exercised by the Board.

                 e.  "Company"  means St.  Jude  Medical,  Inc.,  a  corporation
                 organized  under  the laws of the  State of  Minnesota  (or any
                 successor corporation).

                 f.  "Disability"   means  permanent  and  total  disability  as
                 determined by the Committee.

                 g.  "Disinterested  Person" shall have the meaning set forth in
                 Rule  16b-3  as  promulgated  by the  Securities  and  Exchange
                 Commission  under the  Securities  Exchange Act of 1934, or any
                 successor definition adopted by the Commission.

                 h. "Early  Retirement"  means  retirement,  with consent of the
                 Committee  at the time of  retirement,  from active  employment
                 with the Company or any Subsidiary corporation.

                 i. "Fair Market  Value" means the value of the Stock on a given
                 date as determined in accordance with Section  422(c)(7) of the
                 Code  and  any  applicable  Treasury   Department   regulations
                 promulgated thereunder.

                 j. "Incentive  Stock Option" means any Stock Option intended to
                 be and  designated  as an "Incentive  Stock Option"  within the
                 meaning of Section 422 of the Code.

                 k. "Non-Qualified  Stock Option" means any Stock Option that is
                 not an  Incentive  Stock  Option,  and is intended to be and is
                 designated as a "Non-Qualified Stock Option."

                 l. "Normal  Retirement" means retirement from active employment
                 with the Company or any Subsidiary  corporation on or after age
                 65.

                 m.  "Outside  Director"  shall  have the  meaning  set forth in
                 Treasury Regulation section 1.162-27(e)(3),  as proposed by the
                 Treasury  Department  on December  20,  1993,  and as it may be
                 amended from time to time.

                 n.   "Retirement" means Normal Retirement or Early Retirement.

                 o. "Stock" means the common stock, $.10 par value per share, of
                 the Company.

                 p. "Stock Option" means any option to purchase  shares of Stock
                 granted pursuant to Section 5 below.

                 q. "Subsidiary"  means any corporation (other than the Company)
                 in an unbroken chain of corporations beginning with the Company
                 if, at the time of the granting of a Stock Option,  each of the
                 corporations  (other than the last  corporation in the unbroken
                 chain) owns stock  possessing 50% or more of the total combined
                 voting  power  of all  classes  of  stock  in one of the  other
                 corporations in the chain, as provided in Section 424(f) of the
                 Code.

             SECTION 2.  Administration.

             The Plan shall be  administered  by the Board or by a Committee  of
not less than two directors, all of whom are Outside Directors and Disinterested
Persons, who shall be appointed by the Board and who shall serve at the pleasure
of the Board.

             The  Committee  shall have the power and  authority  to grant Stock
Options to eligible persons, pursuant to the terms of the Plan.

             In particular, the Committee shall have the authority:

                 (a) to select  the  officers  and other  key  employees  of the
                 Company or its Subsidiaries,  and consultants and other persons
                 having  a  contractual  relationship  with the  Company  or its
                 Subsidiaries,  to whom Stock  Options  may from time to time be
                 granted hereunder;

                 (b) to  determine  whether and to what extent  Incentive  Stock
                 Options,  Non-Qualified  Stock Options, or a combination of the
                 foregoing, are to be granted hereunder;

                 (c) to  determine  the  number of shares to be  covered by each
                 such award granted hereunder; and

                 (d) to determine  the terms and  conditions,  not  inconsistent
                 with the terms of the Plan, of any award granted  hereunder and
                 to amend such terms and conditions (including,  but not limited
                 to, any amendment which  accelerates the  exercisability of any
                 award).

             The Committee  shall have the authority to adopt,  alter and repeal
such  administrative  rules,  guidelines and practices  governing the Plan as it
shall, from time to time, deem advisable;  to interpret the terms and provisions
of the Plan and any award  issued  under the Plan (and any  agreements  relating
thereto);  and to  otherwise  supervise  the  administration  of the  Plan.  The
Committee  may  delegate  its  authority to the  President  and Chief  Executive
Officer of the  Company  for the  purposes of  selecting  employees  who are not
officers  of  the  Company  for  purposes  of  (a)  above,  and  of  making  the
determinations  described  in (b),  (c) and (d)  above  with  respect  to  those
optionees.

             All decisions  made by the Committee  pursuant to the provisions of
the Plan shall be final and binding on all  persons,  including  the Company and
Plan participants.

             SECTION 3.  Stock Subject to Plan.

             The total  number of shares of Stock  reserved  and  available  for
distribution  under the Plan shall be 4,000,000  shares,  subject to increase or
decrease in the event of any adjustment  required in the paragraph  below.  Such
shares may consist,  in whole or in part, of authorized and unissued shares.  If
any shares that have been optioned  cease to be subject to Options,  such shares
shall again be available for distribution in connection with future awards under
the Plan.

             In  the  event  of  any  merger,   reorganization,   consolidation,
recapitalization,  stock dividend,  stock split (reverse or other), other change
in corporate structure affecting the Stock, or spin-off or other distribution of
assets to  shareholders,  such  substitution or adjustment  shall be made in the
aggregate  number  of shares  reserved  for  issuance  under the Plan and in the
number and option price of shares subject to outstanding  options  granted under
the Plan as may be determined to be appropriate  by the  Committee,  in its sole
discretion, provided that the number of shares subject to any award shall always
be a whole number.

             SECTION 4.  Eligibility.

             Officers,  other key employees of the Company or its  Subsidiaries,
and  consultants  and other persons having a contractual  relationship  with the
Company  or its  Subsidiaries  who  are  responsible  for or  contribute  to the
management,  growth and/or  profitability of the business of the Company and its
Subsidiaries  are  eligible  to be granted  Stock  Options  under the Plan.  The
optionees  under the Plan shall be selected from time to time by the  Committee,
in its sole  discretion,  from among those  eligible,  and the  Committee  shall
determine, in its sole discretion, the number of shares covered by each award.

             SECTION 5.  Stock Options.

             Any Stock  Option  granted  under the Plan shall be in such form as
the Committee may from time to time approve.

             The Stock Options  granted under the Plan may be of two types:  (i)
Incentive Stock Options and (ii) Non-Qualified Stock Options. No Incentive Stock
Options shall be granted under the Plan after February 10, 2004.

             The  Committee  shall  have the  authority  to grant  any  optionee
Incentive Stock Options,  Non-Qualified Stock Options, or both types of options.
To the extent that any option does not qualify as an Incentive Stock Option,  it
shall constitute a separate Non-Qualified Stock Option.

             Anything in the Plan to the  contrary  notwithstanding,  no term of
this Plan relating to Incentive Stock Options shall be  interpreted,  amended or
altered,  nor shall any  discretion  or authority  granted  under the Plan be so
exercised,  so as to disqualify  either the Plan or any  Incentive  Stock Option
under  Section 422 of the Code.  The preceding  sentence  shall not preclude any
modification or amendment to an outstanding  Incentive Stock Option,  whether or
not such modification or amendment results in disqualification of such Option as
an Incentive  Stock  Option,  provided  the optionee  consents in writing to the
modification or amendment.

             Options  granted  under the Plan shall be subject to the  following
terms and conditions and shall contain such additional terms and conditions, not
inconsistent with the terms of the Plan, as the Committee shall deem desirable.

             (a) Option Price.  The option price per share of Stock  purchasable
under a Stock  Option  shall be no less than 100% of the Fair Market  Value of a
share of Stock on the date the  option is  granted.  If an  employee  owns or is
deemed to own (by  reason of the  attribution  rules  applicable  under  Section
424(d) of the Code) more than 10% of the combined voting power of all classes of
stock of the Company or any Subsidiary corporation and an Incentive Stock Option
is granted to such employee,  the option price shall be no less than 110% of the
Fair Market Value of the Stock on the date the option is granted.

             (b) Option  Term.  The term of each Stock  Option shall be fixed by
the Committee,  but no Incentive Stock Option shall be exercisable more than ten
years after the date the option is granted.  If an employee owns or is deemed to
own (by reason of the attribution rules of Section 424(d) of the Code) more than
10% of the  combined  voting power of all classes of stock of the Company or any
Subsidiary  corporation  and an  Incentive  Stock  Option  is  granted  to  such
employee, the term of such option shall be no more than five years from the date
of grant.

             (c) Exercisability. Stock Options shall be exercisable at such time
or times as  determined  by the  Committee at or after grant.  If the  Committee
provides,   in  its  discretion,   that  any  option  is  exercisable   only  in
installments,  the Committee may waive such installment  exercise  provisions at
any time. Installment exercise restrictions may be based upon the lapse of time,
the  attainment  of  specified  performance  goals,  or a  combination  of each.
Notwithstanding the foregoing, any Stock Option granted under this Plan shall be
exercisable in full, without regard to any installment exercise provisions,  for
a period  specified by the Company,  but not to exceed sixty (60) days, prior to
the occurrence of any of the following events: (i) dissolution or liquidation of
the Company  other than in  conjunction  with a bankruptcy of the Company or any
similar occurrence,  (ii) any merger,  consolidation,  acquisition,  separation,
reorganization,  or  similar  occurrence,  where  the  Company  will  not be the
surviving entity or (iii) the transfer of substantially all of the assets of the
Company or more than 50% of the outstanding Stock of the Company.

             (d) Method of Exercise.  Stock Options may be exercised in whole or
in part at any time  during  the  option  period  by  giving  written  notice of
exercise to the Company  specifying  the number of shares to be purchased.  Such
notice shall be accompanied by payment in full of the purchase price,  either by
certified  or bank  check,  or by any other form of legal  consideration  deemed
sufficient  by  the  Committee  and  consistent  with  the  Plan's  purpose  and
applicable  law,  including  promissory  notes or a properly  executed  exercise
notice  together with  irrevocable  instructions  to a broker  acceptable to the
Company to promptly  deliver to the Company the amount of sale or loan  proceeds
to pay the  exercise  price.  Payment in full or in part also may be made in the
form of  unrestricted  Stock  already  owned by the optionee  (based on the Fair
Market  Value of the Stock on the date the  option is  exercised).  No shares of
Stock shall be issued until full payment therefor has been made.

             (e)  Non-transferability  of  Options.  No  Stock  Option  shall be
transferable  by the optionee  otherwise  than by will or by the laws of descent
and  distribution,  and all  Stock  Options  shall be  exercisable,  during  the
optionee's lifetime, only by the optionee.

             (f)  Termination  by  Death.  If an  optionee's  employment  by the
Company or any Subsidiary  corporation  terminates by reason of death, the Stock
Option  may   thereafter  be   immediately   exercised  in  full  by  the  legal
representative of the estate or by the legatee of the optionee under the will of
the optionee,  for a period of one year from the date of such death or until the
expiration of the stated term of the option, whichever period is shorter.

             (g)   Termination  by  Reason  of  Disability.   If  an  optionee's
employment by the Company or any Subsidiary  corporation terminates by reason of
Disability,  any Stock Option held by such optionee may  thereafter be exercised
in  full,  but may  not be  exercised  after  one  year  from  the  date of such
termination  of employment  or the  expiration of the stated term of the option,
whichever  period is the shorter.  In the event of  termination of employment by
reason of  Disability,  if an  Incentive  Stock  Option is  exercised  after the
expiration of the exercise periods that apply for purposes of Section 422 of the
Code, the option will thereafter be treated as a Non-Qualified Stock Option.

             (h)   Termination  by  Reason  of  Retirement.   If  an  optionee's
employment by the Company or any Subsidiary  corporation terminates by reason of
Retirement,  any Stock Option held by such optionee may  thereafter be exercised
to the extent it was exercisable at the time of such Retirement,  but may not be
exercised after one year from the date of such  termination of employment or the
expiration of the stated term of the option, whichever period is the shorter. In
the event of termination of employment by reason of Retirement,  if an Incentive
Stock  Option is exercised  after the  expiration  of the exercise  periods that
apply for  purposes of Section 422 of the Code,  the option will  thereafter  be
treated as a Non-Qualified Stock Option.

             (i)  Other   Termination.   Unless  otherwise   determined  by  the
Committee,  if an  optionee's  employment  by  the  Company  or  any  Subsidiary
corporation   terminates  for  any  reason  other  than  death,   Disability  or
Retirement,  any Stock Option held by such optionee may  thereafter be exercised
to the extent it was exercisable at such  termination,  but may not be exercised
after  three  months  from the date of such  termination  of  employment  or the
expiration  of the stated term of the option,  whichever  period is the shorter;
provided,  however,  that if the optionee's  employment is terminated for Cause,
all  rights  under  the  Stock  Option  shall  terminate  and  expire  upon such
termination.

             (j) Annual Limit on Incentive  Stock  Options.  The aggregate  Fair
Market Value (determined as of the time the Option is granted) of the Stock with
respect to which an Incentive  Stock Option under this Plan or any other plan of
the Company or any Subsidiary  corporation is exercisable  for the first time by
an optionee during any calendar year shall not exceed $100,000.

             (k) Annual Limit on all Stock  Options.  No eligible  person may be
granted any Stock Options for more than 200,000 shares of Stock in the aggregate
during any calendar  year period.  For this  purpose,  each calendar year period
shall begin on January 1 and shall end on the following December 31.

             SECTION 6.  Transfer, Leave of Absence, etc.

             For purposes of the Plan, the following  events shall not be deemed
a termination of employment:

             (a) a transfer  of an  employee  from the  Company to a  Subsidiary
corporation,  or from a  Subsidiary  corporation  to the  Company,  or from  one
Subsidiary corporation to another;

             (b) a leave of absence,  approved in writing by the Committee,  for
military  service or sickness,  or for any other purpose approved by the Company
if the period of such leave does not  exceed  ninety  (90) days (or such  longer
period as the Committee may approve, in its sole discretion); and

             (c) a leave of absence in excess of ninety  (90) days,  approved in
writing by the Committee,  but only if the employee's  right to  reemployment is
guaranteed either by a statute or by contract, and provided that, in the case of
any leave of absence,  the employee returns to work within 30 days after the end
of such leave.

             SECTION 7.  Amendments and Termination.

             The  Board may  amend,  alter,  or  discontinue  the  Plan,  but no
amendment,  alteration,  or discontinuation shall be made (i) which would impair
the rights of an optionee under a Stock Option theretofore granted,  without the
optionee's  consent,  or (ii) which without the approval of the  shareholders of
the Company would cause the Plan to no longer comply with rules  promulgated  by
the Securities and Exchange  Commission under authority granted in Section 16 of
the Securities Exchange Act of 1934, as amended,  Section 422 of the Code or any
other regulatory requirements.

             The  Committee  may  amend  the  terms  of any  option  theretofore
granted,  prospectively  or  retroactively,  but, subject to Section 3 above, no
such amendment  shall impair the rights of any holder  without his consent.  The
Committee may also substitute new Stock Options for previously  granted options,
including previously granted options having higher option prices.

             SECTION 8. Unfunded Status of Plan.

             The Plan is intended to constitute an "unfunded" plan for incentive
compensation.  With  respect to any  payments  not yet made to a optionee by the
Company,  nothing  contained herein shall give any such optionee any rights that
are  greater  than  those of a  general  creditor  of the  Company.  In its sole
discretion,  the  Committee  may  authorize  the  creation  of  trusts  or other
arrangements  to meet the  obligations  created  under the Plan to deliver Stock
hereunder,  provided,  however,  that  the  existence  of such  trusts  or other
arrangements is consistent with the unfunded status of the Plan.

             SECTION 9.  General Provisions.

             (a)  Nothing  contained  in this Plan shall  prevent the Board from
adopting other or additional compensation  arrangements,  subject to shareholder
approval  if such  approval is  required;  and such  arrangements  may be either
generally  applicable or applicable only in specific cases.  The adoption of the
Plan  shall not  confer  upon any  employee  of the  Company  or any  Subsidiary
corporation  any right to continued  employment with the Company or a Subsidiary
corporation,  as the case may be,  nor  shall it  interfere  in any way with the
right of the Company or a Subsidiary  corporation to terminate the employment of
any of its employees at any time.

             (b) Each participant  shall, no later than the date as of which any
part of the value of an award first becomes  includible as  compensation  in the
gross income of the  participant  for Federal  income tax  purposes,  pay to the
Company,  or make arrangements  satisfactory to the Committee  regarding payment
of,  any  Federal,  state,  or local  taxes of any  kind  required  by law to be
withheld  with respect to the award.  The  obligations  of the Company under the
Plan shall be  conditional on such payment or  arrangements  and the Company and
Subsidiaries shall, to the extent permitted by law, have the right to deduct any
such taxes from any payment of any kind otherwise due to the  participant.  With
respect to any award under the Plan, a participant  may elect by written  notice
to the  Company  to  satisfy  part or all of the  withholding  tax  requirements
associated  with the award by (i)  authorizing  the  Company to retain  from the
number  of  shares  of  Stock  that  would   otherwise  be  deliverable  to  the
participant,  or (ii)  delivering  to the Company  from shares of Stock  already
owned by the participant,  that number of shares having an aggregate Fair Market
Value  equal to part or all of the tax  payable  by the  participant  under this
Section 9(b).  Any such election  shall be in accordance  with,  and subject to,
applicable tax and securities laws, regulations and rulings.

             SECTION 10.  Effective Date of Plan.

             The Plan  shall be  effective  on  February  11,  1994 (the date of
approval  by the  Board),  subject  to  approval  by a vote of the  holders of a
majority of the Stock present and entitled to vote at the Annual  Meeting of the
Company's  shareholders  on May 4,  1994 and  shall  expire  (unless  terminated
earlier) as of February 10, 2004.  Awards may be granted under the Plan prior to
shareholder  approval,  provided  such  awards are made  subject to  shareholder
approval.
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 43537}]
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As filed with the Securities and Exchange Commission
                                on July 1, 1994
                                                        Registration No.______

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                             St. Jude Medical, Inc.
             (Exact name of registrant as specified in its charter)
                 Minnesota                                      41-1276891
         (State or other jurisdic-                            (I.R.S. Employer
         tion of incorporation                               Identification No.)
         or organization)

                               One Lillehei Plaza
                           St. Paul, Minnesota 55117
             (Address of principal executive offices and zip code)

                 ST. JUDE MEDICAL, INC. 1994 STOCK OPTION PLAN
                            (Full title of the Plan)

                               Stephen L. Wilson
              Vice President, Finance and Chief Financial Officer
                             St. Jude Medical, Inc.
                               One Lillehei Plaza
                           St. Paul, Minnesota 55117
                                 (612) 483-2000
           (Name, address and telephone number of agent for service)

                                    Copy to:

                             Thomas H. Garrett III
                               Lindquist & Vennum
                                4200 IDS Center
                          Minneapolis, Minnesota 55402
                                 (612) 371-3211

                       This Form S-8 consists of 22 pages
                       (including exhibits). The index to
                        exhibits is set forth on page 7.

                        CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------

                                       Proposed     Proposed
Title of                                Maximum     Maximum
Securities             Amount          Offering     Aggregate      Amount of
to be                  to be            Price        Offering     Registration
Registered           Registered        Per Share(1)  Price(1)        Fee
- --------------------------------------------------------------------------------

Common Stock        4,000,000 shares    $28.375   $113,500,000     $39,137.93
$.10 Par Value

- --------------------------------------------------------------------------------

(1)      Estimated  solely for the purpose of determining the  registration  fee
         pursuant  to Rule 457(c) and based upon the average of the high and low
         prices of the  Company's  Common  Stock on the NASDAQ  National  Market
         System on June 24, 1994.

                                     PART I

         Pursuant to the Note to Part I of Form S-8, the information required by
Items 1 and 2 of Form S-8 is not filed as a part of this Registration Statement.

                                    PART II

Item 3.  Incorporation of Documents by Reference.

         The  following   documents  filed  with  the  Securities  and  Exchange
Commission are hereby incorporated by reference herein:

         (a) The Annual  Report of the  Company on Form 10-K for the fiscal year
         ended December 31, 1993.

         (b) The  Quarterly  Report of the  Company on Form 10-Q for the quarter
         ended March 31, 1994.

         (c) The Definitive  Proxy  Statement  dated March 28, 1994 for the 1994
         Annual Meeting of Shareholders held on May 4, 1994.

         (d) The Current Report on Form 8-K dated January 4, 1994.

         (e) The description of the Company's Preferred Stock Purchase Rights as
         set forth in the  Company's  Registration  Statement  on Form 8-A dated
         June 10, 1987, as amended August 9, 1989 and subsequently amended as of
         July 6, 1990.

         The Company is authorized to issue 100,000,000  shares of Common Stock,
par value $.10 per share,  and 25,000,000  shares of Preferred  Stock, par value
$1.00 per share.  No share of Common  Stock is entitled to  preference  over any
other share, and each share is equal to any other share in all respects.  In any
distribution of capital  assets,  whether  voluntary or involuntary,  holders of
Common Stock have no preemptive  rights.  There is no cumulative  voting for the
election of  directors.  Accordingly,  the owners of a majority of Common  Stock
outstanding  may elect all of the  directors,  if they  choose to do so, and the
owners of the balance of such shares will not be able to elect any directors.

         The Board of Directors is authorized to determine,  without any further
action by the holders of the Company's Common Stock, the voting rights, dividend
rights, dividend rate, redemption rights or privileges, rights on liquidation or
dissolution,  conversion rights and privileges,  sinking or purchase fund rights
and other preferences,  privileges,  and restrictions of any series of Preferred
Stock, the number of shares  constituting  any such series,  and the designation
thereof.  Should the Board of  Directors  elect to exercise its  authority,  the
rights,  preferences  and  privileges of holders of the  Company's  Common Stock
would be made subject to the rights, preferences and privileges of the Preferred
Stock.

         The Board of  Directors  may utilize  the  Company's  capital  stock in
defensive  tactics  designed to make more  difficult or thwart a takeover of the
Company.   In  addition,   other   provisions  of  the  Company's   Articles  of
Incorporation  have an  anti-takeover  effect.  Article  IX of the  Articles  of
Incorporation  provides  for a  classified  Board  of  Directors.  The  Board of
Directors is divided  into three  classes  with  approximately  one-third of the
directors to stand for election  each year for a three-year  term.  In addition,
the directors may be removed only for cause and only upon the  affirmative  vote
of the holders of 80% of the outstanding voting power of the Company. Article IX
may moderate  the pace of any change in the Board of Directors by extending  the
time required to replace a majority of the incumbent directors.  Article XIII of
the Articles of Incorporation  includes a "fair price" provision which will make
it more difficult for a person to stage a "two-tier"  acquisition of the Company
if the second tier of the acquisition is at a lower price than the first tier. A
75% shareholder vote is required for such a two-tier merger that is not approved
by a majority of the continuing directors.  Article XIII is an attempt to assure
that  shareholders  will  receive the same price as  received in the  first-tier
acquisition  or a minimum  price under the formula  contained  in the fair price
provision.

         Certain of the provisions  described above could delay or frustrate the
assumption  of control by the holder of a large block of the  Company's  capital
stock or the removal of incumbent  Directors even if such  assumption or removal
would  be  beneficial  to the  shareholders  as a whole,  and  could  make  more
difficult  or  discourage a merger,  tender offer or proxy  contest even if such
event would be favorable to the interest of the shareholders.  By discouraging a
takeover attempt,  these provisions may have the incidental effect of inhibiting
the temporary fluctuations of the market price of the Company's shares of Common
Stock which may result from actual or rumored takeover attempts.

         On March 11, 1987, the Company adopted a shareholders' rights plan, the
terms of which are set forth in a Rights  Agreement  dated as of March 11, 1987,
amended  as of July 24,  1989 and  amended  and  restated  as of June 26,  1990,
between the Company and Norwest Bank  Minnesota,  N.A.  Upon the  occurrence  of
certain  events,  the plan entitles the  registered  holder of each  outstanding
share  of  Common  Stock to  purchase  one-tenth  of a share of  Series A Junior
Participating  Preferred  Stock at $150 per  one-tenth of a share.  This plan is
described  in the  Company's  Registration  Statement on Form 8-A dated June 10,
1987, as amended August 9, 1989 and subsequently amended as of July 6, 1990. The
Form 8-A Registration  Statement and the amendments  thereto are incorporated by
reference into this Form S-8.

         (f)  All  documents  subsequently  filed  by the  Company  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  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.

         Thomas H. Garrett  III,  Secretary  and  Director of the Company,  is a
partner in  Lindquist  & Vennum,  the law firm  passing on the  validity  of the
securities issued under the St. Jude Medical, Inc. 1994 Stock Option Plan.

Item 6.  Indemnification of Directors and Officers.

         The  Company's  Bylaws  provide that the Company  shall  indemnify  any
person  made or  threatened  to be made a party to any  threatened,  pending  or
completed  civil,   criminal,   administrative,   arbitration  or  investigative
proceeding,  including a proceeding  by or in the right of the  corporation,  by
reason of the former or present  official  capacity of the person,  provided the
person seeking indemnification meets five criteria set forth in Section 302A.521
of the Minnesota Business Corporation Act.

         The Company's  Bylaws also  authorize  the Board of  Directors,  to the
extent  permitted  by  applicable  law,  to  indemnify  any person or entity not
described  in the  Bylaws  pursuant  to,  and to the  extent  described  in,  an
agreement between the Company and such person, or as otherwise determined by the
Board of Directors in its discretion.

         The Company has entered into  indemnification  agreements  with each of
its directors and officers, which agreements provide for indemnification against
certain  costs  incurred by each  director and officer made or  threatened to be
made a party  to a  proceeding  because  of his or her  official  capacity  as a
director or officer. The indemnification  agreements provide for indemnification
to the full extent permitted by Minnesota law.

         Section  302A.521 of the Minnesota  Business  Corporation  Act provides
that  a  corporation  shall  indemnify  any  person  who  was or is  made  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,  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 or such
person complained of in the proceeding, such person (i) has not been indemnified
by another  organization  or employee  benefit plan for the same  expenses  with
respect to the same acts or omissions;  (ii) acted in good faith; (iii) received
no improper  personal  benefit  and Section  302A.255  (regarding  conflicts  of
interest),  if applicable,  has been  satisfied;  (iv) in the case of a criminal
proceeding, has no reasonable cause to believe the conduct was unlawful; and (v)
in the case of acts or omissions by persons 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.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

Exhibit                                                               Page

                 4(a).St. Jude Medical, Inc.
                 1994 Stock Option Plan . . . . . . . . . . . .          12

                 5(a).     Opinion and Consent of Lindquist & Vennum
                 as to the legality of the securities being
                 registered  . . . . . . . . . . . . . . . . . .         20

                 23(a).    Consent of Lindquist & Vennum (included in
                 Exhibit 5(a)) . . . . . . . . . . . . . . . . .         20

                 23(b).    Consent of independent auditors . . .         21

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  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 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  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
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  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.

(h) 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  connected 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 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 St. Paul, State of Minnesota, on June 29, 1994.

                                            St. Jude Medical, Inc.

                          By /s/ Ronald A. Matricaria
                              Ronald A. Matricaria
                              President and Chief Executive
                              Officer

                               POWER OF ATTORNEY

         The undersigned officers and directors of St. Jude Medical, Inc. hereby
constitute and appoint Ronald A.  Matricaria and Lawrence A. Lehmkuhl with power
to act one without the other,  our true and lawful  attorney-in-fact  and agent,
with full power of substitution and resubstitution,  for us and in our stead, in
any and all capacities to sign any and all amendments (including  post-effective
amendments) to this Registration  Statement and all documents  relating thereto,
and to file  the  same,  with all  exhibits  thereto,  and  other  documents  in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorney-in-fact and agent, full power and authority to do and perform each
and every  act and  thing  necessary  or  advisable  to be done in and about the
premises,  as  fully  to all  intents  and  purposes  as he might or could do in
person,  hereby  ratifying and  confirming  all that said  attorney-in-fact  and
agent, or his substitutes, may lawfully do or cause to be done by virtue hereof.

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

Signature                             Title                          Date
- --------------------------------------------------------------------------------
/s/ Ronald A. Matricaria    President, Chief Executive             June 29, 1994
Ronald A. Matricaria        Officer and Director (Principal
                            Executive Officer)

/s/ Stephen L. Wilson       Vice President, Finance                June 29, 1994
Stephen L. Wilson           and Chief Financial
                            Officer (Principal Financial
                            and Accounting Officer)

/s/ Lawrence A. Lehmkuhl    Chairman of the Board                  June 29, 1994
Lawrence A. Lehmkuhl        of Directors

/s/ Frank A. Ehmann         Director                               June 29, 1994
Frank A. Ehmann

/s/ Thomas H. Garrett III   Director                               June 29, 1994
Thomas H. Garrett III

/s/ William R. Miller       Director                               June 29, 1994
William R. Miller

/s/ Charles V. Owens, Jr.   Director                               June 29, 1994
Charles V. Owens, Jr.

/s/ Walter L. Sembrowich    Director                               June 29, 1994
Walther L. Sembrowich

/s/ Roger G. Stoll          Director                               June 29, 1994
Roger G. Stoll

/s/ James S. Womack         Director                               June 29, 1994
James S. Womack

                                                                    July 1, 1994

                             1994 STOCK OPTION PLAN

             SECTION 1.  General Purpose of Plan and Definitions.

         The name of this plan is the St. Jude  Medical,  Inc. 1994 Stock Option
Plan (the "Plan").  The purpose of the Plan is to enable St. Jude Medical,  Inc.
(the  "Company")  and its  Subsidiaries  to retain and attract  executives,  key
employees and  consultants  who  contribute  to the  Company's  success by their
ability,  ingenuity and industry,  and to enable such individuals to participate
in the long-term  success and growth of the Company by giving them a proprietary
interest in the Company.

             For purposes of the Plan,  the following  terms shall be defined as
set forth below:

                 a. "Board" means the Board of Directors of the Company.

                 b. "Cause" means a felony  conviction  of a participant  or the
                 failure of a participant to contest  prosecution  for a felony,
                 or a  participant's  willful  misconduct or dishonesty,  any of
                 which is directly  and  materially  harmful to the  business or
                 reputation of the Company.

                 c. "Code" means the Internal Revenue Code of 1986, as amended.

                 d. "Committee" means the Committee  referred to in Section 2 of
                 the Plan. If at any time no Committee shall be in office,  then
                 the functions of the  Committee  specified in the Plan shall be
                 exercised by the Board.

                 e.  "Company"  means St.  Jude  Medical,  Inc.,  a  corporation
                 organized  under  the laws of the  State of  Minnesota  (or any
                 successor corporation).

                 f.  "Disability"   means  permanent  and  total  disability  as
                 determined by the Committee.

                 g.  "Disinterested  Person" shall have the meaning set forth in
                 Rule  16b-3  as  promulgated  by the  Securities  and  Exchange
                 Commission  under the  Securities  Exchange Act of 1934, or any
                 successor definition adopted by the Commission.

                 h. "Early  Retirement"  means  retirement,  with consent of the
                 Committee  at the time of  retirement,  from active  employment
                 with the Company or any Subsidiary corporation.

                 i. "Fair Market  Value" means the value of the Stock on a given
                 date as determined in accordance with Section  422(c)(7) of the
                 Code  and  any  applicable  Treasury   Department   regulations
                 promulgated thereunder.

                 j. "Incentive  Stock Option" means any Stock Option intended to
                 be and  designated  as an "Incentive  Stock Option"  within the
                 meaning of Section 422 of the Code.

                 k. "Non-Qualified  Stock Option" means any Stock Option that is
                 not an  Incentive  Stock  Option,  and is intended to be and is
                 designated as a "Non-Qualified Stock Option."

                 l. "Normal  Retirement" means retirement from active employment
                 with the Company or any Subsidiary  corporation on or after age
                 65.

                 m.  "Outside  Director"  shall  have the  meaning  set forth in
                 Treasury Regulation section 1.162-27(e)(3),  as proposed by the
                 Treasury  Department  on December  20,  1993,  and as it may be
                 amended from time to time.

                 n.   "Retirement" means Normal Retirement or Early Retirement.

                 o. "Stock" means the common stock, $.10 par value per share, of
                 the Company.

                 p. "Stock Option" means any option to purchase  shares of Stock
                 granted pursuant to Section 5 below.

                 q. "Subsidiary"  means any corporation (other than the Company)
                 in an unbroken chain of corporations beginning with the Company
                 if, at the time of the granting of a Stock Option,  each of the
                 corporations  (other than the last  corporation in the unbroken
                 chain) owns stock  possessing 50% or more of the total combined
                 voting  power  of all  classes  of  stock  in one of the  other
                 corporations in the chain, as provided in Section 424(f) of the
                 Code.

             SECTION 2.  Administration.

             The Plan shall be  administered  by the Board or by a Committee  of
not less than two directors, all of whom are Outside Directors and Disinterested
Persons, who shall be appointed by the Board and who shall serve at the pleasure
of the Board.

             The  Committee  shall have the power and  authority  to grant Stock
Options to eligible persons, pursuant to the terms of the Plan.

             In particular, the Committee shall have the authority:

                 (a) to select  the  officers  and other  key  employees  of the
                 Company or its Subsidiaries,  and consultants and other persons
                 having  a  contractual  relationship  with the  Company  or its
                 Subsidiaries,  to whom Stock  Options  may from time to time be
                 granted hereunder;

                 (b) to  determine  whether and to what extent  Incentive  Stock
                 Options,  Non-Qualified  Stock Options, or a combination of the
                 foregoing, are to be granted hereunder;

                 (c) to  determine  the  number of shares to be  covered by each
                 such award granted hereunder; and

                 (d) to determine  the terms and  conditions,  not  inconsistent
                 with the terms of the Plan, of any award granted  hereunder and
                 to amend such terms and conditions (including,  but not limited
                 to, any amendment which  accelerates the  exercisability of any
                 award).

             The Committee  shall have the authority to adopt,  alter and repeal
such  administrative  rules,  guidelines and practices  governing the Plan as it
shall, from time to time, deem advisable;  to interpret the terms and provisions
of the Plan and any award  issued  under the Plan (and any  agreements  relating
thereto);  and to  otherwise  supervise  the  administration  of the  Plan.  The
Committee  may  delegate  its  authority to the  President  and Chief  Executive
Officer of the  Company  for the  purposes of  selecting  employees  who are not
officers  of  the  Company  for  purposes  of  (a)  above,  and  of  making  the
determinations  described  in (b),  (c) and (d)  above  with  respect  to  those
optionees.

             All decisions  made by the Committee  pursuant to the provisions of
the Plan shall be final and binding on all  persons,  including  the Company and
Plan participants.

             SECTION 3.  Stock Subject to Plan.

             The total  number of shares of Stock  reserved  and  available  for
distribution  under the Plan shall be 4,000,000  shares,  subject to increase or
decrease in the event of any adjustment  required in the paragraph  below.  Such
shares may consist,  in whole or in part, of authorized and unissued shares.  If
any shares that have been optioned  cease to be subject to Options,  such shares
shall again be available for distribution in connection with future awards under
the Plan.

             In  the  event  of  any  merger,   reorganization,   consolidation,
recapitalization,  stock dividend,  stock split (reverse or other), other change
in corporate structure affecting the Stock, or spin-off or other distribution of
assets to  shareholders,  such  substitution or adjustment  shall be made in the
aggregate  number  of shares  reserved  for  issuance  under the Plan and in the
number and option price of shares subject to outstanding  options  granted under
the Plan as may be determined to be appropriate  by the  Committee,  in its sole
discretion, provided that the number of shares subject to any award shall always
be a whole number.

             SECTION 4.  Eligibility.

             Officers,  other key employees of the Company or its  Subsidiaries,
and  consultants  and other persons having a contractual  relationship  with the
Company  or its  Subsidiaries  who  are  responsible  for or  contribute  to the
management,  growth and/or  profitability of the business of the Company and its
Subsidiaries  are  eligible  to be granted  Stock  Options  under the Plan.  The
optionees  under the Plan shall be selected from time to time by the  Committee,
in its sole  discretion,  from among those  eligible,  and the  Committee  shall
determine, in its sole discretion, the number of shares covered by each award.

             SECTION 5.  Stock Options.

             Any Stock  Option  granted  under the Plan shall be in such form as
the Committee may from time to time approve.

             The Stock Options  granted under the Plan may be of two types:  (i)
Incentive Stock Options and (ii) Non-Qualified Stock Options. No Incentive Stock
Options shall be granted under the Plan after February 10, 2004.

             The  Committee  shall  have the  authority  to grant  any  optionee
Incentive Stock Options,  Non-Qualified Stock Options, or both types of options.
To the extent that any option does not qualify as an Incentive Stock Option,  it
shall constitute a separate Non-Qualified Stock Option.

             Anything in the Plan to the  contrary  notwithstanding,  no term of
this Plan relating to Incentive Stock Options shall be  interpreted,  amended or
altered,  nor shall any  discretion  or authority  granted  under the Plan be so
exercised,  so as to disqualify  either the Plan or any  Incentive  Stock Option
under  Section 422 of the Code.  The preceding  sentence  shall not preclude any
modification or amendment to an outstanding  Incentive Stock Option,  whether or
not such modification or amendment results in disqualification of such Option as
an Incentive  Stock  Option,  provided  the optionee  consents in writing to the
modification or amendment.

             Options  granted  under the Plan shall be subject to the  following
terms and conditions and shall contain such additional terms and conditions, not
inconsistent with the terms of the Plan, as the Committee shall deem desirable.

             (a) Option Price.  The option price per share of Stock  purchasable
under a Stock  Option  shall be no less than 100% of the Fair Market  Value of a
share of Stock on the date the  option is  granted.  If an  employee  owns or is
deemed to own (by  reason of the  attribution  rules  applicable  under  Section
424(d) of the Code) more than 10% of the combined voting power of all classes of
stock of the Company or any Subsidiary corporation and an Incentive Stock Option
is granted to such employee,  the option price shall be no less than 110% of the
Fair Market Value of the Stock on the date the option is granted.

             (b) Option  Term.  The term of each Stock  Option shall be fixed by
the Committee,  but no Incentive Stock Option shall be exercisable more than ten
years after the date the option is granted.  If an employee owns or is deemed to
own (by reason of the attribution rules of Section 424(d) of the Code) more than
10% of the  combined  voting power of all classes of stock of the Company or any
Subsidiary  corporation  and an  Incentive  Stock  Option  is  granted  to  such
employee, the term of such option shall be no more than five years from the date
of grant.

             (c) Exercisability. Stock Options shall be exercisable at such time
or times as  determined  by the  Committee at or after grant.  If the  Committee
provides,   in  its  discretion,   that  any  option  is  exercisable   only  in
installments,  the Committee may waive such installment  exercise  provisions at
any time. Installment exercise restrictions may be based upon the lapse of time,
the  attainment  of  specified  performance  goals,  or a  combination  of each.
Notwithstanding the foregoing, any Stock Option granted under this Plan shall be
exercisable in full, without regard to any installment exercise provisions,  for
a period  specified by the Company,  but not to exceed sixty (60) days, prior to
the occurrence of any of the following events: (i) dissolution or liquidation of
the Company  other than in  conjunction  with a bankruptcy of the Company or any
similar occurrence,  (ii) any merger,  consolidation,  acquisition,  separation,
reorganization,  or  similar  occurrence,  where  the  Company  will  not be the
surviving entity or (iii) the transfer of substantially all of the assets of the
Company or more than 50% of the outstanding Stock of the Company.

             (d) Method of Exercise.  Stock Options may be exercised in whole or
in part at any time  during  the  option  period  by  giving  written  notice of
exercise to the Company  specifying  the number of shares to be purchased.  Such
notice shall be accompanied by payment in full of the purchase price,  either by
certified  or bank  check,  or by any other form of legal  consideration  deemed
sufficient  by  the  Committee  and  consistent  with  the  Plan's  purpose  and
applicable  law,  including  promissory  notes or a properly  executed  exercise
notice  together with  irrevocable  instructions  to a broker  acceptable to the
Company to promptly  deliver to the Company the amount of sale or loan  proceeds
to pay the  exercise  price.  Payment in full or in part also may be made in the
form of  unrestricted  Stock  already  owned by the optionee  (based on the Fair
Market  Value of the Stock on the date the  option is  exercised).  No shares of
Stock shall be issued until full payment therefor has been made.

             (e)  Non-transferability  of  Options.  No  Stock  Option  shall be
transferable  by the optionee  otherwise  than by will or by the laws of descent
and  distribution,  and all  Stock  Options  shall be  exercisable,  during  the
optionee's lifetime, only by the optionee.

             (f)  Termination  by  Death.  If an  optionee's  employment  by the
Company or any Subsidiary  corporation  terminates by reason of death, the Stock
Option  may   thereafter  be   immediately   exercised  in  full  by  the  legal
representative of the estate or by the legatee of the optionee under the will of
the optionee,  for a period of one year from the date of such death or until the
expiration of the stated term of the option, whichever period is shorter.

             (g)   Termination  by  Reason  of  Disability.   If  an  optionee's
employment by the Company or any Subsidiary  corporation terminates by reason of
Disability,  any Stock Option held by such optionee may  thereafter be exercised
in  full,  but may  not be  exercised  after  one  year  from  the  date of such
termination  of employment  or the  expiration of the stated term of the option,
whichever  period is the shorter.  In the event of  termination of employment by
reason of  Disability,  if an  Incentive  Stock  Option is  exercised  after the
expiration of the exercise periods that apply for purposes of Section 422 of the
Code, the option will thereafter be treated as a Non-Qualified Stock Option.

             (h)   Termination  by  Reason  of  Retirement.   If  an  optionee's
employment by the Company or any Subsidiary  corporation terminates by reason of
Retirement,  any Stock Option held by such optionee may  thereafter be exercised
to the extent it was exercisable at the time of such Retirement,  but may not be
exercised after one year from the date of such  termination of employment or the
expiration of the stated term of the option, whichever period is the shorter. In
the event of termination of employment by reason of Retirement,  if an Incentive
Stock  Option is exercised  after the  expiration  of the exercise  periods that
apply for  purposes of Section 422 of the Code,  the option will  thereafter  be
treated as a Non-Qualified Stock Option.

             (i)  Other   Termination.   Unless  otherwise   determined  by  the
Committee,  if an  optionee's  employment  by  the  Company  or  any  Subsidiary
corporation   terminates  for  any  reason  other  than  death,   Disability  or
Retirement,  any Stock Option held by such optionee may  thereafter be exercised
to the extent it was exercisable at such  termination,  but may not be exercised
after  three  months  from the date of such  termination  of  employment  or the
expiration  of the stated term of the option,  whichever  period is the shorter;
provided,  however,  that if the optionee's  employment is terminated for Cause,
all  rights  under  the  Stock  Option  shall  terminate  and  expire  upon such
termination.

             (j) Annual Limit on Incentive  Stock  Options.  The aggregate  Fair
Market Value (determined as of the time the Option is granted) of the Stock with
respect to which an Incentive  Stock Option under this Plan or any other plan of
the Company or any Subsidiary  corporation is exercisable  for the first time by
an optionee during any calendar year shall not exceed $100,000.

             (k) Annual Limit on all Stock  Options.  No eligible  person may be
granted any Stock Options for more than 200,000 shares of Stock in the aggregate
during any calendar  year period.  For this  purpose,  each calendar year period
shall begin on January 1 and shall end on the following December 31.

             SECTION 6.  Transfer, Leave of Absence, etc.

             For purposes of the Plan, the following  events shall not be deemed
a termination of employment:

             (a) a transfer  of an  employee  from the  Company to a  Subsidiary
corporation,  or from a  Subsidiary  corporation  to the  Company,  or from  one
Subsidiary corporation to another;

             (b) a leave of absence,  approved in writing by the Committee,  for
military  service or sickness,  or for any other purpose approved by the Company
if the period of such leave does not  exceed  ninety  (90) days (or such  longer
period as the Committee may approve, in its sole discretion); and

             (c) a leave of absence in excess of ninety  (90) days,  approved in
writing by the Committee,  but only if the employee's  right to  reemployment is
guaranteed either by a statute or by contract, and provided that, in the case of
any leave of absence,  the employee returns to work within 30 days after the end
of such leave.

             SECTION 7.  Amendments and Termination.

             The  Board may  amend,  alter,  or  discontinue  the  Plan,  but no
amendment,  alteration,  or discontinuation shall be made (i) which would impair
the rights of an optionee under a Stock Option theretofore granted,  without the
optionee's  consent,  or (ii) which without the approval of the  shareholders of
the Company would cause the Plan to no longer comply with rules  promulgated  by
the Securities and Exchange  Commission under authority granted in Section 16 of
the Securities Exchange Act of 1934, as amended,  Section 422 of the Code or any
other regulatory requirements.

             The  Committee  may  amend  the  terms  of any  option  theretofore
granted,  prospectively  or  retroactively,  but, subject to Section 3 above, no
such amendment  shall impair the rights of any holder  without his consent.  The
Committee may also substitute new Stock Options for previously  granted options,
including previously granted options having higher option prices.

             SECTION 8. Unfunded Status of Plan.

             The Plan is intended to constitute an "unfunded" plan for incentive
compensation.  With  respect to any  payments  not yet made to a optionee by the
Company,  nothing  contained herein shall give any such optionee any rights that
are  greater  than  those of a  general  creditor  of the  Company.  In its sole
discretion,  the  Committee  may  authorize  the  creation  of  trusts  or other
arrangements  to meet the  obligations  created  under the Plan to deliver Stock
hereunder,  provided,  however,  that  the  existence  of such  trusts  or other
arrangements is consistent with the unfunded status of the Plan.

             SECTION 9.  General Provisions.

             (a)  Nothing  contained  in this Plan shall  prevent the Board from
adopting other or additional compensation  arrangements,  subject to shareholder
approval  if such  approval is  required;  and such  arrangements  may be either
generally  applicable or applicable only in specific cases.  The adoption of the
Plan  shall not  confer  upon any  employee  of the  Company  or any  Subsidiary
corporation  any right to continued  employment with the Company or a Subsidiary
corporation,  as the case may be,  nor  shall it  interfere  in any way with the
right of the Company or a Subsidiary  corporation to terminate the employment of
any of its employees at any time.

             (b) Each participant  shall, no later than the date as of which any
part of the value of an award first becomes  includible as  compensation  in the
gross income of the  participant  for Federal  income tax  purposes,  pay to the
Company,  or make arrangements  satisfactory to the Committee  regarding payment
of,  any  Federal,  state,  or local  taxes of any  kind  required  by law to be
withheld  with respect to the award.  The  obligations  of the Company under the
Plan shall be  conditional on such payment or  arrangements  and the Company and
Subsidiaries shall, to the extent permitted by law, have the right to deduct any
such taxes from any payment of any kind otherwise due to the  participant.  With
respect to any award under the Plan, a participant  may elect by written  notice
to the  Company  to  satisfy  part or all of the  withholding  tax  requirements
associated  with the award by (i)  authorizing  the  Company to retain  from the
number  of  shares  of  Stock  that  would   otherwise  be  deliverable  to  the
participant,  or (ii)  delivering  to the Company  from shares of Stock  already
owned by the participant,  that number of shares having an aggregate Fair Market
Value  equal to part or all of the tax  payable  by the  participant  under this
Section 9(b).  Any such election  shall be in accordance  with,  and subject to,
applicable tax and securities laws, regulations and rulings.

             SECTION 10.  Effective Date of Plan.

             The Plan  shall be  effective  on  February  11,  1994 (the date of
approval  by the  Board),  subject  to  approval  by a vote of the  holders of a
majority of the Stock present and entitled to vote at the Annual  Meeting of the
Company's  shareholders  on May 4,  1994 and  shall  expire  (unless  terminated
earlier) as of February 10, 2004.  Awards may be granted under the Plan prior to
shareholder  approval,  provided  such  awards are made  subject to  shareholder
approval.