August 23, 2006

Via U.S. Mail and Facsimile

Arthur D. Collins, Jr.
Chairman of the Board and Chief Executive Officer
Medtronic, Inc.
710 Medtronic Parkway
Minneapolis, Minnesota 55432

	Re:	Medtronic, Inc.
		Form 10-K for the Fiscal Year Ended April 28, 2006
		Filed June 28, 2006
		File No. 1-07707

Dear Mr. Collins:

      We have limited our review of your Form 10-K for the fiscal
year ended April 28, 2006 to disclosure relating to your contacts
with countries that have been identified as state sponsors of
terrorism, and we have the following comments.  Our review with
respect to this issue does not preclude further review by the
Assistant Director group with respect to other issues.  At this
juncture, we are asking you to provide us with supplemental
information, so that we may better understand your disclosure.
Please be as detailed as necessary in your response. After
reviewing
this information, we may 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
filings.
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.

General
1. We note from your corporate website that you operate in the
Middle
East through a network of distributors, and that the countries you
cover in that region include Iran, Sudan, and Syria.  Iran, Sudan,
and Syria are identified as state sponsors of terrorism by the
State
Department and are subject to U.S. economic sanctions.  Your Form
10-
K does not contain any information regarding your operations in or
other contacts with these countries.
Please describe to us in reasonable detail your past, current, and
anticipated operations in and other contacts with each named
country,
whether through subsidiaries, affiliates, or other direct or
indirect
arrangements.  Discuss specifically the extent to which you sell
or
distribute into these countries products medical or other
equipment
or devices, technology, or services.  Describe the distribution
arrangements, and any marketing or professional support
activities,
associated with these countries.  Discuss any dealings with the
governments of these countries, or with entities controlled by or
affiliated with those governments.
2. Please discuss the materiality of the operations or other
contacts
described in response to the foregoing comment, and whether those
operations or contacts, individually or in the aggregate,
constitute
a material investment risk for your security holders.  You should
address materiality in quantitative terms, including the dollar
amounts of any associated revenues, assets, and liabilities.
Please
also address materiality in terms of qualitative factors that a
reasonable investor would deem important in making an investment
decision, including the potential impact of corporate activities
upon
a company`s reputation and share value.
We note, for example,  that Arizona and Louisiana have adopted
legislation requiring their state retirement systems to prepare
reports regarding state pension fund assets invested in, and/or
permitting divestment of state pension fund assets from, companies
that do business with countries identified as state sponsors of
terrorism.  The Pennsylvania legislature has adopted a resolution
directing its Legislative Budget and Finance Committee to report
annually to the General Assembly regarding state funds invested in
companies that have ties to terrorist-sponsoring countries.  The
Missouri Investment Trust has established an equity fund for the
investment of certain state-held monies that screens out stocks of
companies that do business with U.S.-designated state sponsors of
terrorism.  Florida mandates issuers to disclose in their
prospectuses any business contacts with Cuba or persons located in
Cuba.  Illinois, Oregon, Maine and New Jersey have adopted, and
other
states are considering, legislation prohibiting the investment of
certain state assets in, and/or requiring the divestment of
certain
state assets from, companies that do business with Sudan.  Harvard
University, Stanford University, the University of California, and
other academic institutions have adopted policies prohibiting
investment in, and/or requiring divestment from, companies that do
business with Sudan.  Your materiality analysis should address the
potential impact of the investor sentiment evidenced by such
actions
directed toward companies having operations in, or other business
contacts with, Iran, Sudan, and Syria.
3. A public media report dated April 1, 2000 indicates that you
attended a trade show in Cuba, a country identified as a state
sponsor of terrorism by the State Department and subject to asset
and
export controls.  To the extent that you have or anticipate any
contacts with Cuba, or have had such contacts since the date of
the
trade show, please provide the same type of information regarding
those contacts as is requested in comments 1-2.

* * * * *

      Please respond to this comment within 10 business days or
tell
us when you will provide us with a response.  Please file your
response letter on EDGAR.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings to be certain that the
filings include all information required under the Exchange Act of
1934 and that they have provided all information investors require
for an informed investment decision.  Since the company and its
management are in possession of all facts relating to the
company`s
disclosure, they are responsible for the accuracy and adequacy of
the
disclosures they have made.

      In connection with responding to our comment, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filings; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filings or
in
response to our comments on your filings.

      Please understand that we may have additional comments after
we
review your response to our comment.  Please contact Pradip
Bhaumik,
Attorney-Advisor, at (202) 551-3333 if you have any questions
about
the comments or our review.  You may also contact me at (202) 551-
3470.

								Sincerely,



								Cecilia D. Blye, Chief
								Office of Global Security
Risk

cc: 	Angela Crane
		Accounting Branch Chief
		Division of Corporation Finance
		Neil Ayotte, Esq.
		Medtronic, Inc.
		Fax:  (763) 505-2980
Arthur D. Collins, Jr.
Medtronic, Inc.
August 23, 2006
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