10-Q/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 10-Q/A

(Amendment No. 1)

x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended January 28, 2011

Commission File Number 1-7707

MEDTRONIC, INC.
(Exact name of registrant as specified in its charter)

Minnesota	41-0793183
(State of incorporation)	(I.R.S. Employer

710 Medtronic ParkwayMinneapolis, Minnesota 55432 (Address of principal executive offices) (Zip Code)

(763) 514-4000
(Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.     Yes   x      No   o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x   No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer", and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer x	Accelerated filer o
Non-accelerated filer o	Smaller Reporting Company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o   No x

Shares of common stock, $.10 par value, outstanding on March 4, 2011: 1,069,376,816

Explanatory Note

This Amendment No. 1 to our Quarterly Report on Form 10-Q for the period ended January 28, 2011, as filed with the Securities and Exchange Commission on March 9, 2011 (the Form 10-Q), is being filed to correct discrepancies in the interactive data files furnished as Exhibit 101 to the Company’s Form 10-Q. During the Company’s post-filing review of the XBRL (Extensible Business Reporting Language) information contained in Exhibit 101 to the Form 10-Q, it noted discrepancies in the financial data related to the numeric scale millions. Certain numerical amounts were inadvertently rendered in dollars as shown without being correctly designated in millions.  The Company has corrected the millions scale discrepancies in the XBRL data furnished as Exhibit 101 to this Amendment No. 1. The remainder of the interactive data files, which were correctly stated in the Form 10-Q, are also included in Exhibit 101 being furnished with this Amendment No. 1.

No other changes have been made to the Form 10-Q other than as described above.  This Amendment No. 1 does not reflect subsequent events occurring after the original filing date of the Form 10-Q or modify or update in any way disclosures made in the Form 10-Q.

Pursuant to Rule 406T of Regulation S-T, the interactive data files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of section 18 of the Securities and Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.

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Item 6. Exhibits

(a)	Exhibits
	12.1*	Medtronic, Inc. Computation of Ratio of Earnings to Fixed Charges.
	31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
	31.2	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
	32.1*	Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
	32.2*	Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
	101.INS**	XBRL Instance Document
	101.SCH**	XBRL Schema Document
	101.CAL**	XBRL Calculation Linkbase Document
	101.DEF**	XBRL Definition Linkbase Document
	101.LAB**	XBRL Label Linkbase Document
	101.PRE**	XBRL Presentation Linkbase Document

* Previously filed or furnished, as applicable, with our Form 10-Q on March 9, 2011

** Furnished with this Form 10-Q/A

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Medtronic, Inc.
	(Registrant)
Date: March 18, 2011	/s/ William A. Hawkins
	William A. Hawkins Chairman and Chief Executive Officer
Date: March 18, 2011	/s/ Gary L. Ellis
	Gary L. Ellis
	Senior Vice President and Chief Financial Officer

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EX-31.1

Exhibit 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, William A. Hawkins, certify that:

1. I have reviewed this amended Quarterly Report on Form 10-Q/A of Medtronic, Inc.; and

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.

Date: March 18, 2011	/s/ William A. Hawkins
	William A. Hawkins      Chairman and Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Gary L. Ellis, certify that:

1. I have reviewed this amended Quarterly Report on Form 10-Q/A of Medtronic, Inc.; and

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.

Date: March 18, 2011	/s/ Gary L. Ellis
	Gary L. Ellis      Senior Vice President and Chief Financial Officer