EXHIBIT 23.2


                       CONSENT OF INDEPENDENT ACCOUNTANTS


We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated May 22, 2001, except for Note 3 and
Note 15, which are as of July 18, 2001, relating to the consolidated financial
statements, which appears in the 2001 Annual Report to Shareholders of
Medtronic, Inc., which is incorporated by reference in Medtronic's Annual Report
on Form 10-K for the year ended April 27, 2001. We also consent to the
incorporation by reference of our report dated May 22, 2001 relating to the
financial statement schedule, which appears in such Annual Report on Form 10-K.





/s/ PricewaterhouseCoopers LLP

Minneapolis, Minnesota
August 28, 2001