8-K

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                                    FORM 8-K


                                 CURRENT REPORT
                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934


         Date of Report (Date of earliest event reported): July 13, 1998


                                 Medtronic, Inc.
             (Exact name of Registrant as Specified in its Charter)


                                    Minnesota
                 (State or Other Jurisdiction of Incorporation)



         1-7707                                                 41-0793183
(Commission File Number)                                      (IRS Employer
                                                            Identification No.)


                            7000 Central Avenue N.E.
                        Minneapolis, Minnesota 55432-3576
              (Address of Principal Executive Offices and Zip Code)


                                 (612) 574-4000
              (Registrant's telephone number, including area code)



                                 Not Applicable
          (Former Name or Former Address, if Changed Since Last Report)



Item 5.   Other Events

     On July 13, 1998,  the  Registrant  issued a press release  announcing  the
signing of an agreement to acquire AVECOR  Cardiovascular  Inc. The full text of
the press release is set forth in Exhibit 99 attached hereto and is incorporated
in this Report as if fully set forth herein.

Item 7.   Financial Statements and Exhibits

     Exhibit 99. Press release dated July 13, 1998.


                                   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 hereunto duly authorized.


                                         MEDTRONIC, INC.



                                         By  /s/ Ronald E. Lund
Date July 15, 1998                        Ronald E. Lund
                                          Senior Vice President, General Counsel
                                          and Secretary




                                  EXHIBIT INDEX

                                 Medtronic, Inc.
                             Form 8-K Current Report
                               Dated July 13, 1998




Exhibit Number             Description

    99                     Press release dated July 13, 1998

EX-99

                                                                      Exhibit 99

                                    Contacts:
                                         AVECOR:              Medtronic:
                                         Curt Swenson         Chris O'Connell
                                         612/371-0000         Investor Relations
                                                              612/514-4971
                                         Greg Melsen
                                         612/391-9000          Dick Reid
                                                               Public Relations
                                                               612/514-3052


                     F O R  I M M E D I A T E  R E L E A S E


                   MEDTRONIC, AVECOR AGREE TO JOIN IN OFFERING
            HIGH-TECHNOLOGY, LOWER-COST CARDIAC SURGERY PRODUCT LINE

     MINNEAPOLIS,  MN, July 13, 1998 -- Medtronic,  Inc. (NYSE:  MDT) and AVECOR
Cardiovascular  Inc.  (Nasdaq:  AVEC),  both  headquartered in Minneapolis,  MN,
announced  today that they had signed an agreement  under which  Medtronic  will
acquire  AVECOR  in a  transaction  valued at  approximately  $91  million.  The
transaction,  for which  Medtronic will employ  purchase  accounting,  calls for
AVECOR  shareholders  to receive  $11.125 in  Medtronic  stock for each share of
AVECOR they now hold.

     "This agreement will lead to a refocusing of Medtronic's surgical perfusion
product line to give our customers what they're asking us for: the most advanced
technology at the lowest  possible  cost," said Philip M.  Laughlin,  president,
Medtronic Cardiac Surgery.  "By concentrating on the best technologies from both
Medtronic and AVECOR, we will augment our offerings of industry-leading products
as we streamline manufacturing  capabilities and achieve efficiencies of scale."

     AVECOR's  AFFINITY(R)  blood  oxygenator  is widely  acknowledged  to offer
advanced  technological features as the disposable device that plays the role of
the lungs  when blood is routed  outside  the body  during  major  surgery.  The
company  also offers the  innovative  Affinity  blood pump,  which  replaces the
pumping action of the heart.  Skip McDaniel,  vice president and general manager
of Medtronic Perfusion Systems, added that, "We are delighted by the prospect of
adding  several   outstanding   devices  and  the  capabilities  of  the  AVECOR
organization.  They provide a clear opportunity to leverage  Medtronic's current
strength  and enhance our  leadership  position in  supporting  cardiac  surgery
procedures  worldwide."

     Medtronic now offers the Medtronic  Maxima(R) Forte blood  oxygenator,  and
the Medtronic  Bio-pump(R),  a centrifugal  blood  perfusion pump.

     "In the seven years since we started AVECOR,  we are proud that the company
has become  recognized as a technology and market leader with very efficient and
low-cost  manufacturing  capability," said Anthony Badolato,  chairman and chief
executive  officer of AVECOR.  "We are pleased to be joining  with  Medtronic to
create  what we believe  will be the  strongest  company  in the  cardiovascular
field."

     Badolato  will join  Medtronic as head of research and product  development
for the combined Medtronic Perfusion Systems organization.

     In addition to AVECOR shareholder  approval,  the transaction is subject to
customary conditions including Hart-Scott-Rodino clearance. The companies expect
completion of the transaction late in 1998.



     AVECOR  Cardiovascular  Inc.  develops,  manufactures and markets specialty
medical devices for heart/lung bypass surgery and long-term respiratory support.
The company's current products include membrane  oxygenators,  blood reservoirs,
blood  filters,  blood  pumps,  cardioplegia  systems and custom  tubing  packs.

     Founded in 1991,  AVECOR had  revenues of $47 million in its most  recently
completed  fiscal year. It has 375  employees.

     Medtronic,   Inc.,  is  the  world's  leading  medical  technology  company
specializing in implantable and interventional  therapies.  Its Internet address
is www.medtronic.com.