As filed with the Securities and Exchange Commission on October 30, 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.
                       1995 EMPLOYEES STOCK PURCHASE PLAN
                            (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    6,000,000 Shares         $55.50              $333,000,000         $114,827.59
   par value (2)  

</TABLE>

(1)  Estimated solely for the purpose of determining the registration fee
     pursuant to Rule 457(c) under the Securities Act of 1933, as amended, and
     based on the average of the high and low sale prices of the registrant's
     Common Stock on October 23, 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 4.1 of the Company's Bylaws provides that the Company shall
indemnify its directors and officers to the full extent required or permitted by
Minnesota Statutes or by other provisions of law. Section 302A.521 of the
Minnesota Business Corporation Act provides in substance that, unless prohibited
or limited by its articles of incorporation or bylaws, a corporation must
indemnify an officer or director who is made or threatened to be made a party to
a proceeding by reason of his official capacity against judgments, penalties,
fines, settlements, and reasonable expenses, including attorneys' fees and
disbursements, incurred by such person in connection with the proceeding, if
certain criteria are met. These criteria, all of which must be met by the person
seeking indemnification, are (a) that such person has not been indemnified by
another organization for the same judgments, penalties, fines, settlements, and
expenses; (b) that such person acted in good faith; (c) that no improper
personal benefit was obtained by such person and certain statutory conflicts of
interest provisions have been satisfied, if applicable; (d) that, in the case of
a criminal proceeding, such person had no reasonable cause to believe that the
conduct was unlawful; and (e) that such person acted in a manner he reasonably
believed was in the best interests of the corporation or, in certain limited
circumstances, not opposed to the best interests of the corporation. The
determination as to eligibility for indemnification is made by the members of
the corporation's board of directors or a committee of the board who are at the
time not parties to the proceeding under consideration, by special legal
counsel, by the shareholders who are not parties to the proceeding, or by a
court.

     Section 5.2 of the Company's Restated Articles of Incorporation provides
that no director shall be personally liable to the Company or its shareholders
for monetary damages for breach of fiduciary duty as a director, except (i) for
any breach of the director's duty of loyalty to the Company or its shareholders,
(ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) for dividends and other
distributions made in violation of Minnesota law or for violations of the
Minnesota securities laws, (iv) for any transaction from which the director
derived an improper personal benefit, or (v) for any act or omission occurring
prior to the effective date of the provision limiting such liability in the
Company's Articles of Incorporation. This Article does not affect the
availability of equitable remedies, such as an action to enjoin or rescind a
transaction involving a breach of fiduciary duty, although, as a practical
matter, equitable relief may not be available. This Article also does not limit
liability of the directors for violations of, or relieve them from the necessity
of complying with, the federal securities laws. Subject to exclusions and
limitations, Medtronic maintains certain insurance coverage against liability
which any 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

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

         24                Powers of Attorney

         99                1995 Employees Stock Purchase Plan, incorporated
                           herein by reference to Appendix B of the Company's
                           1995 Proxy Statement as filed with the Commission on
                           July 25, 1995.

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 October 30, 1995.

                                       MEDTRONIC, INC.


Dated:   October 30, 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:  October 30, 1995               BY: /s/ William W. George.
                                           WILLIAM W. GEORGE
                                           PRESIDENT AND CHIEF EXECUTIVE OFFICER


Dated:  October 30, 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:  October 30, 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

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

24                Powers of Attorney

99                1995 Employees Stock Purchase Plan, incorporated herein by
                  reference to Appendix B of the Company's 1995 Proxy Statement
                  as filed with the Commission on July 25, 1995.
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As filed with the Securities and Exchange Commission on October 30, 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.
                       1995 EMPLOYEES STOCK PURCHASE PLAN
                            (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    6,000,000 Shares         $55.50              $333,000,000         $114,827.59
   par value (2)
(1)  Estimated solely for the purpose of determining the registration fee
     pursuant to Rule 457(c) under the Securities Act of 1933, as amended, and
     based on the average of the high and low sale prices of the registrant's
     Common Stock on October 23, 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 4.1 of the Company's Bylaws provides that the Company shall
indemnify its directors and officers to the full extent required or permitted by
Minnesota Statutes or by other provisions of law. Section 302A.521 of the
Minnesota Business Corporation Act provides in substance that, unless prohibited
or limited by its articles of incorporation or bylaws, a corporation must
indemnify an officer or director who is made or threatened to be made a party to
a proceeding by reason of his official capacity against judgments, penalties,
fines, settlements, and reasonable expenses, including attorneys' fees and
disbursements, incurred by such person in connection with the proceeding, if
certain criteria are met. These criteria, all of which must be met by the person
seeking indemnification, are (a) that such person has not been indemnified by
another organization for the same judgments, penalties, fines, settlements, and
expenses; (b) that such person acted in good faith; (c) that no improper
personal benefit was obtained by such person and certain statutory conflicts of
interest provisions have been satisfied, if applicable; (d) that, in the case of
a criminal proceeding, such person had no reasonable cause to believe that the
conduct was unlawful; and (e) that such person acted in a manner he reasonably
believed was in the best interests of the corporation or, in certain limited
circumstances, not opposed to the best interests of the corporation. The
determination as to eligibility for indemnification is made by the members of
the corporation's board of directors or a committee of the board who are at the
time not parties to the proceeding under consideration, by special legal
counsel, by the shareholders who are not parties to the proceeding, or by a
court.

     Section 5.2 of the Company's Restated Articles of Incorporation provides
that no director shall be personally liable to the Company or its shareholders
for monetary damages for breach of fiduciary duty as a director, except (i) for
any breach of the director's duty of loyalty to the Company or its shareholders,
(ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) for dividends and other
distributions made in violation of Minnesota law or for violations of the
Minnesota securities laws, (iv) for any transaction from which the director
derived an improper personal benefit, or (v) for any act or omission occurring
prior to the effective date of the provision limiting such liability in the
Company's Articles of Incorporation. This Article does not affect the
availability of equitable remedies, such as an action to enjoin or rescind a
transaction involving a breach of fiduciary duty, although, as a practical
matter, equitable relief may not be available. This Article also does not limit
liability of the directors for violations of, or relieve them from the necessity
of complying with, the federal securities laws. Subject to exclusions and
limitations, Medtronic maintains certain insurance coverage against liability
which any 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

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

         24                Powers of Attorney

         99                1995 Employees Stock Purchase Plan, incorporated
                           herein by reference to Appendix B of the Company's
                           1995 Proxy Statement as filed with the Commission on
                           July 25, 1995.

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 October 30, 1995.

                                       MEDTRONIC, INC.

Dated:   October 30, 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:  October 30, 1995               BY: /s/ William W. George.
                                           WILLIAM W. GEORGE
                                           PRESIDENT AND CHIEF EXECUTIVE OFFICER

Dated:  October 30, 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:  October 30, 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

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

24                Powers of Attorney

99                1995 Employees Stock Purchase Plan, incorporated herein by
                  reference to Appendix B of the Company's 1995 Proxy Statement
                  as filed with the Commission on July 25, 1995.