S-8

Registration No. 333-______

As filed with the Securities and Exchange Commission on December 7, 2005

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 jurisdiction	(I.R.S. Employer
of incorporation or organization)	Identification No.)

One Lillehei Plaza
St. Paul, Minnesota 55117
(Address of principal executive offices,
including zip code)

QUEST MEDICAL, INC. 1995 STOCK OPTION PLAN
QUEST MEDICAL, INC. 1998 STOCK OPTION PLAN
ADVANCED NEUROMODULATION SYSTEMS, INC. 2000 STOCK OPTION PLAN
ADVANCED NEUROMODULATION SYSTEMS, INC. 2001 EMPLOYEE STOCK OPTION PLAN
ADVANCED NEUROMODULATION SYSTEMS, INC. 2002 STOCK OPTION PLAN
ADVANCED NEUROMODULATION SYSTEMS, INC. 2004 STOCK INCENTIVE PLAN
(Full title of the plans)

Kevin T. O’Malley
Vice President and General Counsel
St. Jude Medical, Inc.
One Lillehei Plaza
St. Paul, Minnesota 55117
(651) 483-2000
(Name, address and telephone number,
including area code, of agent for service)

CALCULATION OF REGISTRATION FEE

Title of securities to be registered	Amount to be registered(1)	Proposed maximum offering price per share(2)	Proposed maximum aggregate offering price(2)	Amount of registration fee
Common Stock,    par value $0.10 per share(3)	1,000,483 Shares	$48.62	$48,643,484	$5,205

(1) The number of shares being registered represents the number of shares of common stock of St. Jude Medical, Inc. issuable under each of the following plans: Quest Medical, Inc. 1995 Stock Option Plan (146,771 shares); Quest Medical, Inc. 1998 Stock Option Plan (113,197 shares); Advanced Neuromodulation Systems, Inc. 2000 Stock Option Plan (54,753 shares); Advanced Neuromodulation Systems, Inc. 2001 Employee Stock Option Plan (158,691 shares); Advanced Neuromodulation Systems, Inc. 2002 Stock Option Plan (235,468 shares); and Advanced Neuromodulation Systems, Inc. 2004 Stock Incentive Plan (291,603 shares). Pursuant to Rule 416 under the Securities Act of 1933, as amended, this registration statement shall also cover any additional shares of common stock which become issuable under such plans pursuant to their respective antidilution provisions.

(2) Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(h)(1) and (c) under the Securities Act of 1933, as amended. The proposed maximum offering price is based on the average of the high and low prices of St. Jude Medical, Inc. common stock as reported on the New York Stock Exchange on December 2, 2005.

(3) Includes corresponding rights to acquire shares of St. Jude Medical, Inc. preferred stock pursuant to the Rights Agreement, dated as of June 16, 1997 and amended as of December 20, 2002, between St. Jude Medical, Inc. and American Stock Transfer and Trust Company.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.    Incorporation of Documents by Reference.

        The following documents, which have been filed with the Securities and Exchange Commission (the “SEC”) by St. Jude Medical, Inc. (“we,” “us” or “St. Jude”), are incorporated by reference in this registration statement:

(a) Our Annual Report on Form 10-K for the year ended December 31, 2004;

(b) Our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2005, June 30, 2005 and September 30, 2005;

(c) Our Current Reports on Form 8-K filed on January 14, 2005, February 15, 2005, March 2, 2005, March 4, 2005, April 7, 2005, April 25, 2005, May 12, 2005, August 8, 2005, October 7, 2005, October 12, 2005, October 17, 2005 (except as to Item 7.01 thereof), October 25, 2005 and November 21, 2005 (as amended by our Current Report on Form 8-K/A filed on December 5, 2005); and

(d) The description of our common stock and preferred stock purchase rights contained in any registration statement or report filed by us under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including any amendment or report filed for the purpose of updating such description.

        All documents filed by us pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date hereof and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities remaining unsold shall be deemed to be incorporated by reference herein and to be a part hereof from the respective dates 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.

        Section 521 of the Minnesota Business Corporation Act provides that a company shall, subject to certain limitations, indemnify officers and directors made or threatened to be made a party to a proceeding by reason of that officer or director’s former or present official capacity with the company. As required, we will indemnify that person against judgments, penalties, fines, settlements and reasonable expenses if the officer or director:

• has not been indemnified by another organization;

• acted in good faith;

• has not received an improper personal benefit and Section 255 regarding director conflicts of interests, if applicable, has been satisfied;

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• assuming the case is a criminal proceeding, the person had no reasonable cause to believe the conduct was unlawful; and

• reasonably believed that the conduct was in the best interests of the company or, in the case of an officer or director who is or was serving at the request of the company as a director, officer, partner, trustee, employee or agent of another organization or employee benefit plan, reasonably believed that the conduct was not opposed to the best interests of the company.

        Article XIV of our Articles of Incorporation, as amended and restated, provides that, to the fullest extent permissible under the Minnesota Business Corporation Act, our directors shall not be liable to St. Jude or our shareholders for monetary damages for breach of fiduciary duty as a director.

        Article VII of our Bylaws, as amended and restated, provides that we shall indemnify our officers and directors under such circumstances and to the extent permitted by Section 521 of the Minnesota Business Corporation Act described above.

        We enter into indemnification agreements with our directors and officers. The indemnification agreements provide that we shall, subject to certain limitations, indemnify our directors and officers who are made or threatened to be made a party to a proceeding by reason of that director’s or officer’s former or present official capacity with St. Jude Medical. The circumstances under which we will indemnify our directors or officers against judgments, penalties, fines, settlements and reasonable expenses pursuant to these indemnification agreements are the same as those provided in Section 521 of the Minnesota Business Corporation Act described above.

        We maintain directors’ and officers’ liability insurance which covers certain liabilities and expenses of our directors and officers and covers St. Jude for reimbursement of payments to our directors and officers in respect of such liabilities and expenses.

Item 7.    Exemption from Registration Claimed.

        Not applicable.

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Item 8.    Exhibits.

4.1 Articles of Incorporation, as restated as of February 25, 2005 (incorporated by reference from Exhibit 3.1 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2004).

4.2 Bylaws, as amended and restated as of February 25, 2005 (incorporated by reference from Exhibit 3.1 of the Company’s Current Report on Form 8-K dated March 2, 2005).

4.3 Rights Agreement dated as of June 16, 1997, between the Company and American Stock Transfer and Trust Company, as Rights Agent, including the Certificate of Designation, Preferences and Rights of Series B Junior Preferred Stock (incorporated by reference from Exhibit 4 of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 1997).

4.4 Amendment, dated as of December 20, 2002, to Rights Agreement, dated as of June 16, 1997 (incorporated by reference from Exhibit 1 of the Company’s Current Report on Form 8-K filed on March 21, 2003).

5.1 Opinion of Dorsey & Whitney LLP.

23.1 Consent of Dorsey & Whitney LLP (included in Exhibit 5.1).

23.2 Consent of Ernst & Young LLP.

23.3 Consent of Ernst & Young LLP.

24.1 Power of Attorney.

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, as amended (the “Securities Act”);

        (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 SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

        (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) above do not apply if 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 SEC by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement.

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        (2)       That, for the purpose of determining any liability under the Securities Act, 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, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act 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.

        (c)       Insofar as indemnification for liabilities arising under the Securities Act 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 SEC such indemnification is against public policy as expressed in the Securities 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 in connection 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 Securities Act and will be governed by the final adjudication of such issue.

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SIGNATURES

        Pursuant to the requirements of the Securities Act, 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 7, 2005.

ST. JUDE MEDICAL, INC.
By:	/s/ Daniel J. Starks
	Daniel J. Starks
	President, Chief Executive Officer and Chairman

        Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities indicated on December 7, 2005.

Signature	Title
/s/ Daniel J. Starks	President, Chief Executive Officer and Chairman
Daniel J. Starks	(principal executive officer)
/s/ John C. Heinmiller	Executive Vice President and Chief Financial Officer
John C. Heinmiller	(principal financial and accounting officer)
*	Director
John W. Brown
*	Director
Richard R. Devenuti
*	Director
Stuart M. Essig
*	Director
Thomas H. Garrett III
*	Director
Michael A. Rocca
*	Director
David A. Thompson
*	Director
Stefan K. Widensohler
*	Director
Wendy L. Yarno
*	Director
Frank C-P Yin

*By:	/s/ Kevin T. O’Malley
	Kevin T. O’Malley Attorney-in-Fact

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EXHIBIT INDEX

Exhibit
Number Description

  4.1 Articles of Incorporation, as restated as of February 25, 2005 (incorporated by reference from Exhibit 3.1 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2004).

  4.2 Bylaws, as amended and restated as of February 25, 2005 (incorporated by reference from Exhibit 3.1 of the Company’s Current Report on Form 8-K dated March 2, 2005).

  4.3 Rights Agreement dated as of June 16, 1997, between the Company and American Stock Transfer and Trust Company, as Rights Agent, including the Certificate of Designation, Preferences and Rights of Series B Junior Preferred Stock (incorporated by reference from Exhibit 4 of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 1997).

  4.4 Amendment, dated as of December 20, 2002, to Rights Agreement, dated as of June 16, 1997 (incorporated by reference from Exhibit 1 of the Company’s Current Report on Form 8-K filed on March 21, 2003).

  5.1 Opinion of Dorsey & Whitney LLP.

23.1 Consent of Dorsey & Whitney LLP (included in Exhibit 5.1).

23.2 Consent of Ernst & Young LLP.

23.3 Consent of Ernst & Young LLP.

24.1 Power of Attorney.

EX-5.1

Exhibit 5.1

[Dorsey and Whitney LLP Letterhead]

December 7, 2005

St. Jude Medical, Inc.
One Lillehei Plaza
St. Paul, Minnesota 55117

Re: Registration Statement on Form S-8

Ladies and Gentlemen:

         We have acted as counsel to St. Jude Medical, Inc., a Minnesota corporation (the “Company”), in connection with a Registration Statement on Form S-8 (the “Registration Statement”) relating to the registration of the offer and sale by the Company of up to 1,000,483 shares of common stock, $.10 par value per share (the “Common Stock”), of the Company, issuable pursuant to unvested options (the “Assumed Options”) and unvested restricted shares (the “Assumed Restricted Shares”) previously awarded under the Quest Medical, Inc. 1995 Stock Option Plan, Quest Medical, Inc. 1998 Stock Option Plan, Advanced Neuromodulation Systems, Inc. 2000 Stock Option Plan, Advanced Neuromodulation Systems, Inc. 2001 Employee Stock Option Plan, Advanced Neuromodulation Systems, Inc. 2002 Stock Option Plan and Advanced Neuromodulation Systems, Inc. 2004 Stock Incentive Plan (collectively, the “Plans”), which awards have been assumed by the Company pursuant to the terms of the Agreement and Plan of Merger among the Company, Apollo Merger Corp, and Advanced Neuromodulation Systems, Inc., dated as of October 15, 2005 (the “Merger Agreement”). Pursuant to the Merger Agreement, at the Effective Time (as defined in the Merger Agreement), the Assumed Options were converted into options to purchase 791,007 shares of the Company’s Common Stock (the “Option Shares”) and the Assumed Restricted Shares were converted into 209,476 restricted shares of the Company’s Common Stock (the “Restricted Shares”).

        We have examined such documents and have reviewed such questions of law as we have considered necessary and appropriate for the purposes of the opinions set forth below. We have assumed the authenticity of all documents submitted to us as originals, the genuineness of all signatures and the conformity to authentic originals of all documents submitted to us as copies. We have also assumed the legal capacity for all purposes relevant hereto of all natural persons. As to questions of fact material to our opinions, we have relied upon certificates of officers of the Company and of public officials.

        Based on the foregoing, we are of the opinion that:

1. The Option Shares have been duly authorized and, upon issuance, delivery and payment therefor in accordance with the terms of the Plans, the related award agreements and the Merger Agreement, will be validly issued, fully paid and nonassessable.

2. The Restricted Shares have been duly authorized and validly issued and are fully paid and non-assessable.

        Our opinions expressed above are limited to the laws of the State of Minnesota.

        We hereby consent to the filing of this opinion as an exhibit to the Registration Statement.

Very truly yours,

/s/   Dorsey & Whitney LLP

GLT

EX-23.2

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

        We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Quest Medical, Inc. 1995 Stock Option Plan, Quest Medical, Inc. 1998 Stock Option Plan, Advanced Neuromodulation Systems, Inc. 2000 Stock Option Plan, Advanced Neuromodulation Systems, Inc. 2001 Employee Stock Option Plan, Advanced Neuromodulation Systems, Inc. 2002 Stock Option Plan, and Advanced Neuromodulation Systems, Inc. 2004 Stock Incentive Plan of St. Jude Medical, Inc. of our reports dated February 16, 2005, with respect to the consolidated financial statements of St. Jude Medical, Inc., incorporated by reference in its Annual Report (Form 10-K) for the year ended December 31, 2004, and St. Jude Medical, Inc. management’s assessment of the effectiveness of internal control over financial reporting, the effectiveness of internal control over financial reporting of St. Jude Medical, Inc., and the related financial statement schedule included therein, filed with the Securities and Exchange Commission.

/s/   Ernst & Young LLP

Minneapolis, Minnesota
December 2, 2005

EX-23.3

Exhibit 23.3

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

        We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Quest Medical, Inc. 1995 Stock Option Plan, Quest Medical, Inc. 1998 Stock Option Plan, Advanced Neuromodulation Systems, Inc. 2000 Stock Option Plan, Advanced Neuromodulation Systems, Inc. 2001 Employee Stock Option Plan, Advanced Neuromodulation Systems, Inc. 2002 Stock Option Plan, and Advanced Neuromodulation Systems, Inc. 2004 Stock Incentive Plan of St. Jude Medical, Inc. of our report dated March 11, 2005, with respect to the consolidated financial statements and schedule of Advanced Neuromodulation Systems, Inc., included in Form 8-K/A of St. Jude Medical, Inc. dated November 16, 2005 and filed on December 5, 2005 with the Securities and Exchange Commission.

/s/   Ernst & Young LLP

Dallas, Texas
December 2, 2005

EX-24.1

Exhibit 24.1

POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Daniel J. Starks, John C. Heinmiller and Kevin T. O’Malley, and each of them, the undersigned’s true and lawful attorneys-in-fact and agents, each acting alone, with the powers of substitution and revocation, for the undersigned and in the undersigned’s name, place and stead, in any and all capacities, to sign a Registration Statement on Form S-8, and any and all amendments (including post-effective amendments) thereto, relating to the Quest Medical, Inc. 1995 Stock Option Plan, Quest Medical, Inc. 1998 Stock Option Plan, Advanced Neuromodulation Systems, Inc. 2000 Stock Option Plan, Advanced Neuromodulation Systems, Inc. 2001 Employee Stock Option Plan, Advanced Neuromodulation Systems, Inc. 2002 Stock Option Plan and Advanced Neuromodulation Systems, Inc. 2004 Stock Incentive Plan, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, and with such state commissions and other agencies as necessary, granting unto such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that such attorneys-in-fact and agents, or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        IN WITNESS WHEREOF, this Power of Attorney has been signed as of this 7th day of December, 2005, by the following persons:

Signature	Title
/s/ Daniel J. Starks	President, Chief Executive Officer and Chairman
Daniel J. Starks	(principal executive officer)
	Executive Vice President and Chief Financial Officer
John C. Heinmiller	(principal financial and accounting officer)
/s/ John W. Brown	Director
John W. Brown
/s/ Richard R. Devenuti	Director
Richard R. Devenuti
/s/ Stuart M. Essig	Director
Stuart M. Essig
/s/ Thomas H. Garrett III	Director
Thomas H. Garrett III
/s/ Michael A. Rocca	Director
Michael A. Rocca
/s/ David A. Thompson	Director
David A. Thompson
/s/ Stefan K. Widensohler	Director
Stefan K. Widensohler
/s/ Wendy L. Yarno	Director
Wendy L. Yarno
/s/ Frank C-P Yin	Director
Frank C-P Yin