8-K

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 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)           January 25, 1999


                                 Medtronic, Inc.
             (Exact Name of Registrant as Specified in Its Charter)


                                    Minnesota
                 (State of Other Jurisdiction of Incorporation)


           1-7707                                          41-0793183
    (Commission File Number)                (I.R.S. Employer Identification No.)


                          7000 Central Avenue Northeast
                          Minneapolis, Minnesota 55432
               (Address of Principal Executive Offices) (Zip Code)


                                 (612) 514-4000
              (Registrant's Telephone Number, Including Area Code)


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





Item 5   Other Events.

         On January 25, 1999, Medtronic, Inc. issued a press release announcing
calculation of the conversion ratio for its proposed merger with Sofamor Danek
Group, Inc. A copy of the press release is filed as Exhibit 99 to this Form 8-K.


Item 7.  Financial Statements and Exhibits

         (a)      Financial Statements of Businesses Acquired:

                  Not Applicable.

         (b)      Pro Forma Financial Information:

                  Not Applicable.

         (c)      Exhibits:

                  See Exhibit Index on page following Signatures.


                                   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.


Date:  January 25, 1999                 By   /s/ Robert L. Ryan
                                        Robert L. Ryan,
                                        Senior Vice President and Chief
                                        Financial Officer





                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549


                                  EXHIBIT INDEX

                                       to

                                    FORM 8-K


                                 MEDTRONIC, INC.




Exhibit Number    Exhibit Description

          99        Press release dated January 25, 1999.

EX-99

1/25/99  5:36 PM
                           Contacts:
                           Sofamor Danek:                Medtronic:
                           George G. Griffin III or      Dale Beumer
                           J. Mark Merrill               Investor Relations
                           901/396-2695                  612/514-3038

                                                         Jessica Stoltenberg
                                                         Public Relations
                                                         612/514-3333


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

              MEDTRONIC AND SOFAMOR DANEK ANNOUNCE CONVERSION RATIO
                               FOR PROPOSED MERGER

     MINNEAPOLIS,  MN, January 25, 1999 -- Medtronic,  Inc. (NYSE:  MDT - news),
and Sofamor Danek Group,  Inc.  (NYSE:  SDG - news),  today  announced  that the
conversion  ratio to be used to  determine  the  number of  shares of  Medtronic
common  stock to be issued for each  outstanding  share of Sofamor  Danek common
stock in the previously  announced proposed combination of Medtronic and Sofamor
Danek is 1.65159.  The conversion ratio is based on the average closing price of
Medtronic stock over a  15-trading-day  period that ended on January 25, 1999 of
$70.53.  The  proposed  merger is subject  to the  approval  of Sofamor  Danek's
shareholders,  who will vote on the merger at Sofamor Danek's special meeting of
shareholders  scheduled  for January 27, 1999. If Sofamor  Danek's  shareholders
approve the proposed merger at the special meeting,  Medtronic and Sofamor Danek
currently anticipate that the merger will be completed shortly after the special
meeting.  Sofamor Danek shares will cease trading on the New York Stock Exchange
upon completion of the merger.  Sofamor Danek Group, Inc. is primarily  involved
in   developing,    manufacturing    and   marketing    devices,    instruments,
computer-assisted  surgery  products and  biomaterials  used in the treatment of
spinal and cranial  disorders.  Sofamor  Danek's stock is traded on the New York
Stock Exchange (NYSE) under the symbol SDG.  Medtronic,  Inc.,  headquartered in
Minneapolis,  is the world's leading medical technology company  specializing in
implantable   and   interventional    therapies.   Its   Internet   address   is
www.medtronic.com.

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