SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   FORM 10-C

                REPORT BY ISSUER OF SECURITIES QUOTED ON NASDAQ

                          INTERDEALER QUOTATION SYSTEM


                  Filed pursuant to Section 13 or 15(d) of the
                Securities Exchange Act of 1934 and Rule 13a-17
                              or 15d-17 thereunder

                             St. Jude Medical, Inc.
                 (Exact name of issuer as specified in charter)

                     One Lillehei Plaza, St. Paul, MN 55117
                    (Address of principal executive offices)


Issuer's telephone number, including area code: (612) 483-2000


                   I. CHANGE IN NUMBER OF SHARES OUTSTANDING

         Indicate any change (increase or decrease) of 5% or more in the number
of shares outstanding.

1.   Title of security:  Common Stock, $.10 par value per share
2.   Number of shares outstanding before the change:  70,653,510
3.   Number of shares outstanding after the change:  80,583,408
4.   Effective date of change:  May 31, 1996
5.   Method of change:

         Specifiy method (such as merger, acquisition, exchange, distribution,
stock split, reverse split, acquisition of stock for treasury, etc.):
acquisition by merger

         Give brief description of transaction: The Company merged a
wholly-owned subsidiary into Daig Corporation and issued up to 9,929,898 shares
in exchange for converted shares of Daig at the rate of .651733 of a Company
share for each issued share of Daig.


                          II. CHANGE IN NAME OF ISSUER

1.   Name prior to change: ____________________________________________________
2.   Name after change: _______________________________________________________
3.   Effective date of charter amendment changing name: _______________________
4.   Date of shareholder approval of change, if required: _____________________


Date:  June 6, 1996                   /s/ Stephen L. Wilson
                                      Stephen L. Wilson, Chief Financial Officer
                                      (Officer's signature & title)