Mail Stop 0306


      January 11, 2005


Neil Ayotte
Vice President and Senior Legal Counsel
710 Medtronic Parkway
Minneapolis, Minnesota 55432


Re:	Medtronic, Inc.
      	Amendment No. 2 to Registration Statement on Form S-4
      	   filed January 10, 2005
      	Registration No. 333-121239

Dear Mr. Ayotte:

      We have monitored selected issues in your filing and have
the
following comments.  Where indicated, we think you should revise
your
document in response to these comments.  If you disagree, we will
consider your explanation as to why our comment is inapplicable or
a
revision is unnecessary.  Please be as detailed as necessary in
your
explanation.  In some of our comments, we may ask you to provide
us
with supplemental information so we may better understand your
disclosure.  After reviewing this information, we may or may not
raise additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Amendment No. 2 to Registration Statement on Form S-4
Exhibit 5.1 - Legal Opinion

1. Please revise the legal opinion to address comment 4 from our
prior comment letter dated January 7, 2005.
2. Please note that it is inappropriate to assume away elements
that
form the basis of the legal opinion.  As such, please revise the
second sentence of the fourth paragraph of the opinion to
specifically state that the assumption regarding the "due
authorization by all requisite action of the execution, delivery
and
performance" of the referenced documents does not extend to
Medtronic, Inc., and that the assumption that "such documents are
legal, valid, binding and enforceable obligations of such parties"
does not extend to Medtronic, Inc. at least with respect to the
New
Global Debenture and the New Indenture.
3. Please remove the assumption in the last sentence of the fourth
paragraph of the opinion that "no other agreements or
understandings
exist between the parties relating to the transactions
contemplated
by such document or agreement."  If necessary, your counsel may
rely
on a certificate of officers of Medtronic, Inc. to form this
element
of the opinion, but the risk that this assumption is incorrect
should
not be shifted to your investors.
4. Given the limitations in the first sentence of the fifth
paragraph, that the opinion is "as of this date," and at the
beginning of the first sentence of the penultimate paragraph, that
the "opinion letter is rendered as of the date first written
above,"
please file a signed legal opinion dated as of the date you intend
to
go effective.
5. Please note that disclaimers that in any way state or imply
that
investors are not entitled to rely on the opinion, or other
limitations on whom may rely on the opinion, are unacceptable.
Please revise the penultimate paragraph of the opinion to remove
any
such statements or implications.
*       *       *       *
      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      Please contact Tim Buchmiller at (202) 824-5354, Abby Adams
at
(202) 942-1881, or me at (202) 942-1880 with any questions
regarding
our comments on your filing.

Sincerely,



Peggy A. Fisher
Assistant Director

cc:  Melodie R. Rose, Esq.
	Winthrop B. Conrad, Jr.
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Medtronic, Inc.
      January 11, 2005
Page 3