As filed with the Securities and Exchange Commission on September 1, 1994
                                                  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.
                             1994 STOCK AWARD 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,          
 without par value (2) 2,800,000 Shares      $96.5625             $270,375,000         $93,232.76
</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 August 25, 1994 as reported by the New York Stock Exchange.

(2) Each  share of Common  Stock  includes  a  Preferred  Stock  Purchase  Right
pursuant to the registrant's Shareholder Rights Plan.


<PAGE>


                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following  documents,  previously  filed (File No. 1-7707) with the
Securities and Exchange Commission (the "Commission") pursuant to the Securities
Exchange Act of 1934, as amended (the "Exchange  Act"), are incorporated in this
Registration  Statement by reference,  as of their respective  dates, and made a
part hereof:

                 (1) The Annual  Report on Form 10-K of  Medtronic,  Inc.  (the
                  "Company")  for the  fiscal  year ended  April 30,  1994 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  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.



                                      II-1


<PAGE>


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.


ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.







                                      II-2


<PAGE>


ITEM 8.  EXHIBITS.
<TABLE>
<CAPTION>

         Exhibit                   Description

          <S>              <C>                                                                   
          4.1              Medtronic  Restated  Articles  of  Incorporation,  as
                           amended to date,  incorporated herein by reference to
                           exhibit 3.1 in Medtronic's Annual Report on Form 10-K
                           for the year  ended  April 30,  1990,  filed with the
                           Commission  under  cover  of Form SE  dated  July 20,
                           1990.

          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                1994  Stock  Award  Plan,  incorporated  herein by
                           reference to Appendix A of the  Company's  1994 Proxy
                           Statement  as filed with the  Commission  on July 27,
                           1994.
</TABLE>

ITEM 9.  UNDERTAKINGS

         A.      The Company hereby undertakes:

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


                                      II-3


<PAGE>


         be  included  in a  post-effective  amendment  by those  paragraphs  is
         contained in periodic  reports filed 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 herein,  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.














                                      II-4


<PAGE>


                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Minneapolis, State of Minnesota, on August 31, 1994.

                                                                 MEDTRONIC, INC.


Dated:  August 31, 1994                             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:  August 31, 1994                             BY:    /s/ WILLIAM W. GEORGE
                                                        ------------------------
                                                               WILLIAM W. GEORGE
                                           PRESIDENT AND CHIEF EXECUTIVE OFFICER

Dated:  August 31, 1994                             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:  August 31, 1994                             BY:    /s/ RONALD E. LUND
                                                         --------------------
                                                                  RONALD E. LUND
                                                                ATTORNEY-IN-FACT


<PAGE>





                               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 Annual Report on Form 10-K for the year ended April
                 30,  1990,  filed with the  Commission  under  cover of Form SE
                 dated July 20, 1990.

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               1994 Stock  Award Plan,  incorporated  herein by  reference  to
                 Appendix A of the Company's 1994 Proxy  Statement as filed with
                 the Commission on July 27, 1994.


<PAGE>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 19485}]
{"company-data": {"conformed-name": "MEDTRONIC INC", "cik": "0000064670", "assigned-sic": "3845", "irs-number": "410793183", "state-of-incorporation": "MN", "fiscal-year-end": "0430"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-55329", "film-number": "94547692"}, "business-address": {"street1": "7000 CENTRAL AVE NE", "street2": "MS 316", "city": "MINNEAPOLIS", "state": "MN", "zip": "55432", "phone": "6125744000"}}
As filed with the Securities and Exchange Commission on September 1, 1994
                                                  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.
                             1994 STOCK AWARD 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,          
 without par value (2) 2,800,000 Shares      $96.5625             $270,375,000         $93,232.76
(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 August 25, 1994 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,  1994 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  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.

                                      II-1
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.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

                                      II-2
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 Annual Report on Form 10-K
                           for the year  ended  April 30,  1990,  filed with the
                           Commission  under  cover  of Form SE  dated  July 20,
                           1990.

          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                1994  Stock  Award  Plan,  incorporated  herein by
                           reference to Appendix A of the  Company's  1994 Proxy
                           Statement  as filed with the  Commission  on July 27,
                           1994.
ITEM 9.  UNDERTAKINGS

         A.      The Company hereby undertakes:

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

                                      II-3
be  included  in a  post-effective  amendment  by those  paragraphs  is
         contained in periodic  reports filed 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 herein,  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.

                                      II-4
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 August 31, 1994.

                                                                 MEDTRONIC, INC.

Dated:  August 31, 1994                             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:  August 31, 1994                             BY:    /s/ WILLIAM W. GEORGE
                                                        ------------------------
                                                               WILLIAM W. GEORGE
                                           PRESIDENT AND CHIEF EXECUTIVE OFFICER

Dated:  August 31, 1994                             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:  August 31, 1994                             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 Annual Report on Form 10-K for the year ended April
                 30,  1990,  filed with the  Commission  under  cover of Form SE
                 dated July 20, 1990.

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               1994 Stock  Award Plan,  incorporated  herein by  reference  to
                 Appendix A of the Company's 1994 Proxy  Statement as filed with
                 the Commission on July 27, 1994.