As filed with the Securities and Exchange Commission on November 27, 1995

                                                     Registration No. 33-_______


                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                    FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933


                                MEDTRONIC, INC.
             (Exact name of registrant as specified in its charter)

        MINNESOTA                                                41-0793183
(State of other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                              Identification No.)

7000 CENTRAL AVENUE N.E.                                            55432
MINNEAPOLIS, MINNESOTA                                            (Zip Code)
(Address of principal executive offices)

                                MEDTRONIC, INC.
            STOCK OPTIONS UNDER 1993 STOCK PLAN OF ACQUIRED COMPANY
                            (Full title of the plan)

                                 RONALD E. LUND
                             SENIOR VICE PRESIDENT,
                         GENERAL COUNSEL AND SECRETARY
                                MEDTRONIC, INC.
                            7000 CENTRAL AVENUE N.E.
                             MINNEAPOLIS, MN 55432
                    (Name and address of agent for service)
                                 (612) 574-4000
         (Telephone number, including area code, of agent for service)

                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
                                           Proposed Maximum      Proposed Maximum
Title of Securities     Amount to be           Offering         Aggregate Offering       Amount of
  to be Registered       Registered      Price Per Share (1)        Price (1)        Registration Fee
<S>                        <C>                 <C>                <C>                     <C>
 Common Stock, $.10        60,247              $51.56           $3,106,335.32           $1,071.15
   par value (2)           Shares

</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 November 24, 1995 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, 1995.

          4.2  Medtronic Bylaws, as amended to date, incorporated herein by
               reference to Exhibit 3.2 in Medtronic's Annual Report on Form
               10-K for the year ended April 30, 1991, filed with the Commission
               under cover of Form SE dated July 24, 1991.

          4.3  Form of Rights Agreement dated as of June 27, 1991 between
               Medtronic and Norwest Bank Minnesota, National Association,
               including as Exhibit A thereto the form of Preferred Stock
               Purchase Right Certificate, incorporated by reference to Exhibit
               (1) of Medtronic's Form 8-A Registration Statement dated June 27,
               1991 and filed with the Commission on June 28, 1991.

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

         23.1  Consent of Price Waterhouse LLP

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

         24    Powers of Attorney

         99    Form of Stock Option Agreement and1993 Stock Plan of Micro
               Interventional Systems, Inc.

ITEM 9.  UNDERTAKINGS

          A.   The Company hereby undertakes:

               (1) To file, during any period in which offers or sales are being
          made, a post-effective amendment to this Registration Statement: (i)
          to include any prospectus required by Section 10(a)(3) of the
          Securities Act of 1933; (ii) to reflect in the prospectus any facts or
          events arising after the effective date of this Registration Statement
          (or the most recent post-effective amendment hereof) which,
          individually or in the aggregate, represent a fundamental change in
          the information set forth in this Registration Statement; and (iii) to
          include any material information with respect to the plan of
          distribution not previously disclosed in this Registration Statement
          or any material change to such information in this Registration
          Statement; provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
          do not apply if this Registration Statement is on Form S-3 or Form
          S-8, and the information required to be included in a post-effective
          amendment by those paragraphs is contained in periodic reports filed
          with or furnished to the Commission by the Company pursuant to Section
          13 or Section 15(d) of the Securities Exchange Act of 1934 that are
          incorporated by reference in this Registration Statement.

               (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 November 27,
1995.

                                  MEDTRONIC, INC.


Dated:  November 27, 1995         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:  November 27, 1995         BY:  /s/ William W. George
                                           WILLIAM W. GEORGE
                                           PRESIDENT AND CHIEF EXECUTIVE OFFICER


Dated:  November 27, 1995         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
EDITH W. MARTIN, PH.D.            DIRECTORS
GLEN D. NELSON, M.D.
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:  November 27, 1995         BY:  /s/ Ronald E. Lund
                                           RONALD E. LUND
                                           ATTORNEY-IN-FACT


                               INDEX TO EXHIBITS


Exhibit


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

4.2               Medtronic Bylaws, as amended to date, incorporated herein by
                  reference to Exhibit 3.2 in Medtronic's Annual Report on Form
                  10-K for the year ended April 30, 1991, filed with the
                  Commission under cover of Form SE dated July 24, 1991.

4.3               Form of Rights Agreement dated as of June 27, 1991 between
                  Medtronic and Norwest Bank Minnesota, National Association,
                  including as Exhibit A thereto the form of Preferred Stock
                  Purchase Right Certificate, incorporated by reference to
                  Exhibit (1) of Medtronic's Form 8-A Registration Statement
                  dated June 27, 1991 and filed with the Commission on June 28,
                  1991.

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

23.1              Consent of Price Waterhouse LLP

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

24                Powers of Attorney

99                Form of Stock Option Agreement and 1993 Stock Plan
                  of Micro Interventional Systems, Inc.
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As filed with the Securities and Exchange Commission on November 27, 1995

                                                     Registration No. 33-_______

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

                                MEDTRONIC, INC.
             (Exact name of registrant as specified in its charter)

        MINNESOTA                                                41-0793183
(State of other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                              Identification No.)

7000 CENTRAL AVENUE N.E.                                            55432
MINNEAPOLIS, MINNESOTA                                            (Zip Code)
(Address of principal executive offices)

                                MEDTRONIC, INC.
            STOCK OPTIONS UNDER 1993 STOCK PLAN OF ACQUIRED COMPANY
                            (Full title of the plan)

                                 RONALD E. LUND
                             SENIOR VICE PRESIDENT,
                         GENERAL COUNSEL AND SECRETARY
                                MEDTRONIC, INC.
                            7000 CENTRAL AVENUE N.E.
                             MINNEAPOLIS, MN 55432
                    (Name and address of agent for service)
                                 (612) 574-4000
         (Telephone number, including area code, of agent for service)

                        CALCULATION OF REGISTRATION FEE
Proposed Maximum      Proposed Maximum
Title of Securities     Amount to be           Offering         Aggregate Offering       Amount of
  to be Registered       Registered      Price Per Share (1)        Price (1)        Registration Fee
Common Stock, $.10        60,247              $51.56           $3,106,335.32           $1,071.15
   par value (2)           Shares
(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 November 24, 1995 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, 1995.

          4.2  Medtronic Bylaws, as amended to date, incorporated herein by
               reference to Exhibit 3.2 in Medtronic's Annual Report on Form
               10-K for the year ended April 30, 1991, filed with the Commission
               under cover of Form SE dated July 24, 1991.

          4.3  Form of Rights Agreement dated as of June 27, 1991 between
               Medtronic and Norwest Bank Minnesota, National Association,
               including as Exhibit A thereto the form of Preferred Stock
               Purchase Right Certificate, incorporated by reference to Exhibit
               (1) of Medtronic's Form 8-A Registration Statement dated June 27,
               1991 and filed with the Commission on June 28, 1991.

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

         23.1  Consent of Price Waterhouse LLP

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

         24    Powers of Attorney

         99    Form of Stock Option Agreement and1993 Stock Plan of Micro
               Interventional Systems, Inc.

ITEM 9.  UNDERTAKINGS

          A.   The Company hereby undertakes:

               (1) To file, during any period in which offers or sales are being
          made, a post-effective amendment to this Registration Statement: (i)
          to include any prospectus required by Section 10(a)(3) of the
          Securities Act of 1933; (ii) to reflect in the prospectus any facts or
          events arising after the effective date of this Registration Statement
          (or the most recent post-effective amendment hereof) which,
          individually or in the aggregate, represent a fundamental change in
          the information set forth in this Registration Statement; and (iii) to
          include any material information with respect to the plan of
          distribution not previously disclosed in this Registration Statement
          or any material change to such information in this Registration
          Statement; provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
          do not apply if this Registration Statement is on Form S-3 or Form
          S-8, and the information required to be included in a post-effective
          amendment by those paragraphs is contained in periodic reports filed
          with or furnished to the Commission by the Company pursuant to Section
          13 or Section 15(d) of the Securities Exchange Act of 1934 that are
          incorporated by reference in this Registration Statement.

               (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 November 27,
1995.

                                  MEDTRONIC, INC.

Dated:  November 27, 1995         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:  November 27, 1995         BY:  /s/ William W. George
                                           WILLIAM W. GEORGE
                                           PRESIDENT AND CHIEF EXECUTIVE OFFICER

Dated:  November 27, 1995         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
EDITH W. MARTIN, PH.D.            DIRECTORS
GLEN D. NELSON, M.D.
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:  November 27, 1995         BY:  /s/ Ronald E. Lund
                                           RONALD E. LUND
                                           ATTORNEY-IN-FACT

                               INDEX TO EXHIBITS

Exhibit

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

4.2               Medtronic Bylaws, as amended to date, incorporated herein by
                  reference to Exhibit 3.2 in Medtronic's Annual Report on Form
                  10-K for the year ended April 30, 1991, filed with the
                  Commission under cover of Form SE dated July 24, 1991.

4.3               Form of Rights Agreement dated as of June 27, 1991 between
                  Medtronic and Norwest Bank Minnesota, National Association,
                  including as Exhibit A thereto the form of Preferred Stock
                  Purchase Right Certificate, incorporated by reference to
                  Exhibit (1) of Medtronic's Form 8-A Registration Statement
                  dated June 27, 1991 and filed with the Commission on June 28,
                  1991.

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

23.1              Consent of Price Waterhouse LLP

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

24                Powers of Attorney

99                Form of Stock Option Agreement and 1993 Stock Plan
                  of Micro Interventional Systems, Inc.