SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13G

                    Under the Securities Exchange Act of 1934
                               (Amendment No. 3)*


                              LifeCell Corporation
                                (Name of Issuer)

                                     Common
                         (Title of Class of Securities)

                                   531927 10 1
                                 (CUSIP Number)

                                December 31, 1998
             (Date of Event Which Requires Filing of this Statement)


Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:

         [   ]    Rule 13d-1(b)
         [ X ]    Rule 13d-1(c)
         [   ]    Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).







                                Page 1 of 4 Pages





                                  SCHEDULE 13G
CUSIP No.    531927 10 1                                       Page 2 of 4 Pages

1     NAMES OF REPORTING PERSONS/
      I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
      Medtronic, Inc.
      41-0793183

2     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*            (a) [ ]
                                                                   (b) [ ]

3     SEC USE ONLY

4     CITIZENSHIP OR PLACE OF ORGANIZATION
      MN

 NUMBER OF       5     SOLE VOTING POWER
   SHARES              655,962
BENEFICIALLY
  OWNED BY
    EACH
 REPORTING
   PERSON
    WITH
                 6     SHARED VOTING POWER
                       None

                 7     SOLE DISPOSITIVE POWER
                       655,962

                 8     SHARED DISPOSITIVE POWER
                       None

9     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
      655,962

10    CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*  [  ]


11    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
      5.8%

12    TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
      CO





Answer every item. If an item is inapplicable or the answer is in the negative,
so state.

Item 1(a)   Name of Issuer:

            LifeCell Corporation

Item 1(b)   Address of Issuer's Principal Executive Offices:

            3606 Research Forest Drive
            The Woodlands, TX  77381

Item 2(a)   Name of Person Filing:

            Medtronic, Inc.

Item 2(b)   Address of Principal Business Office or, if none, residence:

            7000 Central Avenue N.E.
            Minneapolis, MN  55432

Item 2(c)   Citizenship:

            See Cover Page Item 4

Item 2(d)   Title of Class of Securities:

            Common Stock

Item 2(e)   CUSIP No.:

            See Cover Page

Item 3      Statement filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c):

            Not applicable

Item 4      Ownership

            See Cover Page Items 5 through 11

Item 5      Ownership of Five Percent or Less of a Class:

            If this statement is being filed to report the fact that as of
            the date hereof the reporting person has ceased to be the
            beneficial owner of more than five percent of the class of
            securities, check the following [ ].




Item 6      Ownership of More than Five Percent on Behalf of Another Person:

            Not applicable

Item 7      Identification and Classification of the Subsidiary Which Acquired 
            the Security Being Reported on by the Parent Holding Company:

            Not applicable

Item 8      Identification and Classification of Members of the Group:

            Not applicable

Item 9      Notice of Dissolution of Group:

            Not applicable

Item 10     Certification:

         By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are not held for
the purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect.

                                    SIGNATURE

         After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.


                                      February  12,  1999
                                               (Date)

                                      /s/ Robert L. Ryan
                                               (Signature)

                                      Robert L. Ryan, Chief Financial Officer
                                               (Name and title)