As filed with the Securities and Exchange Commission on December 22, 1997.

                                              Registration No. 333-_____________

                                  UNITED STATES
                       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.
                             1997 STOCK OPTION PLAN
                            (FULL TITLE OF THE PLAN)

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

                             KEVIN T. O'MALLEY, ESQ.
                             ST. JUDE MEDICAL, INC.
                       VICE PRESIDENT AND GENERAL COUNSEL
                               ONE LILLEHEI PLAZA
                            ST. PAUL, MINNESOTA 55117
                                 (612) 483-2000

                                    COPY TO:

                               MARTIN R. ROSENBAUM
                           LINDQUIST & VENNUM P.L.L.P.
                                 4200 IDS CENTER
                              MINNEAPOLIS, MN 55402
                                 (612) 371-3211

<PAGE>


                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
                                               PROPOSED             PROPOSED
TITLE OF                                        MAXIMUM              MAXIMUM
SECURITIES                 AMOUNT              OFFERING             AGGREGATE          AMOUNT OF
TO BE                       TO BE                PRICE              OFFERING         REGISTRATION
REGISTERED               REGISTERED            PER SHARE              PRICE               FEE
-------------------------------------------------------------------------------------------------
<S>                   <C>                      <C>                  <C>                <C>     
COMMON STOCK,         6,000,000 SHARES         $27.1875(1)       $163,125,000(1)       $48,122
$.10 PAR VALUE

-------------------------------------------------------------------------------------------------
</TABLE>

(1)   ESTIMATED SOLELY FOR THE PURPOSE OF DETERMINING THE REGISTRATION FEE
      PURSUANT TO RULE 457(c) AND (h) AND BASED UPON THE AVERAGE OF THE HIGH AND
      LOW PRICES OF THE COMPANY'S COMMON STOCK ON THE NEW YORK STOCK EXCHANGE ON
      DECEMBER 16, 1997.


                                     PART I

    Pursuant 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.

<PAGE>


                                     PART II

Item 3.  Incorporation of Documents by Reference.

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

         (a)      The Annual Report of the Company on Form 10-K for the fiscal
                  year ended December 31, 1996.

         (b)      The Quarterly Reports of the Company on Form 10-Q for the
                  quarters ended March 31, June 30 and September 30, 1997.

         (c)      The Definitive Proxy Statement dated March 24, 1997 for the
                  Annual Meeting of Shareholders held on May 1, 1997.

         (d)      The description of the Company's Common Stock contained in the
                  Company's registration statements on Form 8-A dated April 28,
                  1978 and June 10, 1987, as amended, including any amendment or
                  report filed for the purpose of updating such description.

         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
completion or termination of this offering of shares of Common Stock shall be
deemed to be incorporated by reference in this Registration Statement and to be
a part hereof from the date of filing of such documents.

Item 4.  Description of Securities.

Not applicable.

Item 5.  Interests of Named Experts and Counsel.

Not applicable.

Item 6.  Indemnification of Directors and Officers.

         The Company's Articles of Incorporation provide that the Company may
indemnify each director or officer, whether or not then in office (and such
person's heirs, executors, and administrators) against reasonable costs and
expenses incurred in connection with any action, suit or proceeding to which
such person may be made a party by reason of such person's being or having been
a director or officer, except in relation to any actions, suits, or proceedings
in which such person has been adjudged liable because of willful malfeasance,
bad faith, gross negligence or reckless disregard of the duties involved in the
conduct of such person's office. The bylaws further provide that such rights and
indemnification shall not be exclusive of any other rights to which the officers
and directors may be entitled according to law.

         Section 302A.521 of the Minnesota Business Corporation Act provides
that a corporation shall indemnify any person made or threatened to be made a
party to a proceeding by reason of acts or omissions performed in their official
capacity as an officer, director, employee or agent of the corporation against
judgments, penalties, fines, including without limitation, excise taxes assessed
against such person with respect to an

<PAGE>


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 (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 Minnesota Statutes, 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. In addition,
Section 302A.521, subd. 3, of the Minnesota Statutes requires payment or
reimbursement by the corporation, upon written request, of reasonable expenses
(including attorneys' fees) incurred by a person in advance of the final
disposition of a proceeding in certain instances if a decision as to required
indemnification is made by a disinterested majority of the Board of Directors
present at a meeting at which a disinterested quorum is present, or by a
designated committee of the Board, by special legal counsel, by the shareholders
or by a court.

         In addition, the Company has entered into indemnification agreements
with each of its directors and officers, which agreements provide for
indemnification to the full extent permitted by Minnesota law.

Item 7.  Exemption from Registration Claimed.

         The options that have been granted under the Plan were all granted to
employees, directors and consultants of the Company and were exempt from
registration pursuant to Section 4(2) of the Securities Act of 1933.

Item 8.  Exhibits. (Filed electronically herewith)

         Exhibit
         -------

         4.1      1997 Stock Option Plan

         5.1      Opinion of Lindquist & Vennum P.L.L.P

         23.1     Consent of Lindquist & Vennum P.L.L.P. (included in
                  Exhibit 5.1)

         23.2     Consent of Ernst & Young LLP

         24.1     Power of Attorney
                  (included on signature page)

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:

<PAGE>


                  (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, represent a fundamental change in the information set forth
         in the registration statement. Notwithstanding the foregoing, any
         increase or decrease in volume of securities offered (if the total
         dollar value of securities offered would not exceed that which was
         registered) and any deviation from the low or high end of the estimated
         maximum offering range may be reflected in the form of prospectus filed
         with the Commission pursuant to Rule 424(b) if, in the aggregate, the
         changes in volume and price represent no more than 20% change in the
         maximum aggregate offering price set forth in the "Calculation of
         Registration Fee" table in the effective 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, Form S-8 or Form F-3 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
Securities and Exchange Commission 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 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

(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.

<PAGE>


                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of St. Paul, State of Minnesota, on December 18, 1997.

                                  ST. JUDE MEDICAL, INC.

                                  By   /s/ Ronald A. Matricaria
                                     -------------------------------------------
                                     Ronald A. Matricaria, President, Chief
                                     Executive Officer and Chairman of the Board


                               POWER OF ATTORNEY

         The undersigned officers and directors of St. Jude Medical, Inc. hereby
constitute and appoint Kevin T. O'Malley and Ronald A. Matricaria, or either of
them, 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 or she might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent, or his or her 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 on
the date and in the capacities indicated.

Signature
---------


   /s/ Ronald A. Matricaria                           Dated: December 18, 1997
------------------------------------------------
Ronald A. Matricaria, President, Chief Executive
Officer and Chairman of the Board of Directors
and Director (Principal Executive Officer)


   /s/Robert E. Munzenrider                           Dated: December 18, 1997
------------------------------------------------
Robert E. Munzenrider, Vice President, Finance
and Chief Financial Officer
(Principal Financial and Accounting Officer)

<PAGE>


   /s/ Thomas H. Garrett III                           Dated: December 18, 1997
------------------------------------------------
Thomas H. Garrett III, Director


   /s/ Roger G. Stoll                                  Dated: December 18, 1997
------------------------------------------------
Roger G. Stoll, Director


   /s/ Paul J. Chiapparone                             Dated: December 18, 1997
------------------------------------------------
Paul J. Chiapparone, Director


   /s/ William R. Miller                               Dated: December 18, 1997
------------------------------------------------
William R. Miller, Director


   /s/ Kenneth G. Langone                              Dated: December 18, 1997
------------------------------------------------
Kenneth G. Langone, Director


   /s/ Gail R. Wilensky                                Dated: December 18, 1997
------------------------------------------------
Gail R. Wilensky, Director


   /s/ Walter F. Mondale                               Dated: December 18, 1997
------------------------------------------------
Walter F. Mondale, Director


   /s/ Daniel J. Starks                                Dated: December 18, 1997
------------------------------------------------
Daniel J. Starks, Director


   /s/ Walter L. Sembrowich                            Dated: December 18, 1997
------------------------------------------------
Walter L. Sembrowich, Director


   /s/ Fred B. Parks                                   Dated: December 18, 1997
------------------------------------------------
Fred B. Parks, Director
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 17465}]
{"company-data": {"conformed-name": "ST JUDE MEDICAL INC", "cik": "0000203077", "assigned-sic": "3845", "irs-number": "411276891", "state-of-incorporation": "MN", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-42945", "film-number": "97742513"}, "business-address": {"street1": "ONE LILLEHEI PLAZA", "city": "ST PAUL", "state": "MN", "zip": "55117", "phone": "6124832000"}, "mail-address": {"street1": "ONE LILLEHEI PLAZA", "city": "ST PAUL", "state": "MN", "zip": "55117"}}
As filed with the Securities and Exchange Commission on December 22, 1997.

                                              Registration No. 333-_____________

                                  UNITED STATES
                       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.
                             1997 STOCK OPTION PLAN
                            (FULL TITLE OF THE PLAN)

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

                             KEVIN T. O'MALLEY, ESQ.
                             ST. JUDE MEDICAL, INC.
                       VICE PRESIDENT AND GENERAL COUNSEL
                               ONE LILLEHEI PLAZA
                            ST. PAUL, MINNESOTA 55117
                                 (612) 483-2000

                                    COPY TO:

                               MARTIN R. ROSENBAUM
                           LINDQUIST & VENNUM P.L.L.P.
                                 4200 IDS CENTER
                              MINNEAPOLIS, MN 55402
                                 (612) 371-3211
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              PRICE               FEE
-------------------------------------------------------------------------------------------------
COMMON STOCK,         6,000,000 SHARES         $27.1875(1)       $163,125,000(1)       $48,122
$.10 PAR VALUE

-------------------------------------------------------------------------------------------------
(1)   ESTIMATED SOLELY FOR THE PURPOSE OF DETERMINING THE REGISTRATION FEE
      PURSUANT TO RULE 457(c) AND (h) AND BASED UPON THE AVERAGE OF THE HIGH AND
      LOW PRICES OF THE COMPANY'S COMMON STOCK ON THE NEW YORK STOCK EXCHANGE ON
      DECEMBER 16, 1997.

                                     PART I

    Pursuant 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:

         (a)      The Annual Report of the Company on Form 10-K for the fiscal
                  year ended December 31, 1996.

         (b)      The Quarterly Reports of the Company on Form 10-Q for the
                  quarters ended March 31, June 30 and September 30, 1997.

         (c)      The Definitive Proxy Statement dated March 24, 1997 for the
                  Annual Meeting of Shareholders held on May 1, 1997.

         (d)      The description of the Company's Common Stock contained in the
                  Company's registration statements on Form 8-A dated April 28,
                  1978 and June 10, 1987, as amended, including any amendment or
                  report filed for the purpose of updating such description.

         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
completion or termination of this offering of shares of Common Stock shall be
deemed to be incorporated by reference in this Registration Statement and to be
a part hereof from the date of filing of such documents.

Item 4.  Description of Securities.

Not applicable.

Item 5.  Interests of Named Experts and Counsel.

Not applicable.

Item 6.  Indemnification of Directors and Officers.

         The Company's Articles of Incorporation provide that the Company may
indemnify each director or officer, whether or not then in office (and such
person's heirs, executors, and administrators) against reasonable costs and
expenses incurred in connection with any action, suit or proceeding to which
such person may be made a party by reason of such person's being or having been
a director or officer, except in relation to any actions, suits, or proceedings
in which such person has been adjudged liable because of willful malfeasance,
bad faith, gross negligence or reckless disregard of the duties involved in the
conduct of such person's office. The bylaws further provide that such rights and
indemnification shall not be exclusive of any other rights to which the officers
and directors may be entitled according to law.

         Section 302A.521 of the Minnesota Business Corporation Act provides
that a corporation shall indemnify any person made or threatened to be made a
party to a proceeding by reason of acts or omissions performed in their official
capacity as an officer, director, employee or agent of the corporation 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 of 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 Minnesota Statutes, 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. In addition,
Section 302A.521, subd. 3, of the Minnesota Statutes requires payment or
reimbursement by the corporation, upon written request, of reasonable expenses
(including attorneys' fees) incurred by a person in advance of the final
disposition of a proceeding in certain instances if a decision as to required
indemnification is made by a disinterested majority of the Board of Directors
present at a meeting at which a disinterested quorum is present, or by a
designated committee of the Board, by special legal counsel, by the shareholders
or by a court.

         In addition, the Company has entered into indemnification agreements
with each of its directors and officers, which agreements provide for
indemnification to the full extent permitted by Minnesota law.

Item 7.  Exemption from Registration Claimed.

         The options that have been granted under the Plan were all granted to
employees, directors and consultants of the Company and were exempt from
registration pursuant to Section 4(2) of the Securities Act of 1933.

Item 8.  Exhibits. (Filed electronically herewith)

         Exhibit
         -------

         4.1      1997 Stock Option Plan

         5.1      Opinion of Lindquist & Vennum P.L.L.P

         23.1     Consent of Lindquist & Vennum P.L.L.P. (included in
                  Exhibit 5.1)

         23.2     Consent of Ernst & Young LLP

         24.1     Power of Attorney
                  (included on signature page)

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, represent a fundamental change in the information set forth
         in the registration statement. Notwithstanding the foregoing, any
         increase or decrease in volume of securities offered (if the total
         dollar value of securities offered would not exceed that which was
         registered) and any deviation from the low or high end of the estimated
         maximum offering range may be reflected in the form of prospectus filed
         with the Commission pursuant to Rule 424(b) if, in the aggregate, the
         changes in volume and price represent no more than 20% change in the
         maximum aggregate offering price set forth in the "Calculation of
         Registration Fee" table in the effective 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, Form S-8 or Form F-3 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
Securities and Exchange Commission 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 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

(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 December 18, 1997.

                                  ST. JUDE MEDICAL, INC.

                                  By   /s/ Ronald A. Matricaria
                                     -------------------------------------------
                                     Ronald A. Matricaria, President, Chief
                                     Executive Officer and Chairman of the Board

                               POWER OF ATTORNEY

         The undersigned officers and directors of St. Jude Medical, Inc. hereby
constitute and appoint Kevin T. O'Malley and Ronald A. Matricaria, or either of
them, 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 or she might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent, or his or her 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 on
the date and in the capacities indicated.

Signature
---------

   /s/ Ronald A. Matricaria                           Dated: December 18, 1997
------------------------------------------------
Ronald A. Matricaria, President, Chief Executive
Officer and Chairman of the Board of Directors
and Director (Principal Executive Officer)

   /s/Robert E. Munzenrider                           Dated: December 18, 1997
------------------------------------------------
Robert E. Munzenrider, Vice President, Finance
and Chief Financial Officer
(Principal Financial and Accounting Officer)
/s/ Thomas H. Garrett III                           Dated: December 18, 1997
------------------------------------------------
Thomas H. Garrett III, Director

   /s/ Roger G. Stoll                                  Dated: December 18, 1997
------------------------------------------------
Roger G. Stoll, Director

   /s/ Paul J. Chiapparone                             Dated: December 18, 1997
------------------------------------------------
Paul J. Chiapparone, Director

   /s/ William R. Miller                               Dated: December 18, 1997
------------------------------------------------
William R. Miller, Director

   /s/ Kenneth G. Langone                              Dated: December 18, 1997
------------------------------------------------
Kenneth G. Langone, Director

   /s/ Gail R. Wilensky                                Dated: December 18, 1997
------------------------------------------------
Gail R. Wilensky, Director

   /s/ Walter F. Mondale                               Dated: December 18, 1997
------------------------------------------------
Walter F. Mondale, Director

   /s/ Daniel J. Starks                                Dated: December 18, 1997
------------------------------------------------
Daniel J. Starks, Director

   /s/ Walter L. Sembrowich                            Dated: December 18, 1997
------------------------------------------------
Walter L. Sembrowich, Director

   /s/ Fred B. Parks                                   Dated: December 18, 1997
------------------------------------------------
Fred B. Parks, Director