CORRESP

January 12, 2005

VIA EDGAR AND FACSIMILE (202-942-9585)

U.S. Securities and Exchange Commission
450 — 5th Street NW
Washington, DC 20549
Attn: Tim Buchmiller

     Re:       Medtronic, Inc.
Registration No. 333-121239

Dear Mr. Buchmiller:

     On behalf of Medtronic, Inc. (the “Company”), we submit this letter in response to comments from the staff of the U.S. Securities and Exchange Commission (the “Staff”) received by letter dated January 11, 2005. We appreciate the Staff’s prompt consideration of this response.

     In this letter, we have recited the comment from the Staff in italicized, bold type and have followed the comment with the Company’s response in regular type. References in this letter to “we”, “our” or “us” mean the Company or its advisors, as the context may require.

Amendment No. 2 to Registration Statement on Form S-4

Exhibit 5.1 – Legal Opinion

1.	Please revise the legal opinion to address comment 4 from our prior comment letter dated January 7, 2005.
	You have requested in comment 4 of your prior comment letter that the counsel’s legality opinion cover the enforceability of the Company’s obligations under the rights associated with shares of common stock issuable upon conversion of the New Debentures.
	We have revised the fifth paragraph of the opinion to address these items. Please see the revised opinion attached to this letter.
2.	Please note that it is inappropriate to assume away elements that form the basis of the legal opinion. As such, please revise the second sentence of the fourth paragraph of the opinion to specifically state that the assumption regarding the “due authorization by all requisite action of the execution, delivery and performance” of the referenced documents does not extend to Medtronic, Inc., and that the assumption that “such documents are legal, valid, binding and enforceable obligations of such parties” does not extend to Medtronic, Inc. at least with respect to the New Global Debenture and the New Indenture.
	We have clarified the fourth paragraph of the opinion to address these matters. Please see the revised opinion attached to this letter.
3.	Please remove the assumption in the last sentence of the fourth paragraph of the opinion that “no other agreements or understandings exist between the parties relating to the transactions contemplated by such document or agreement.” If necessary, your counsel may rely on a certificate of officers of Medtronic, Inc. to form this element of the opinion, but the risk that this assumption is incorrect should not be shifted to your investors.
	We have removed the identified language from the fourth paragraph of the opinion. Please see the revised opinion attached to this letter.

Mr. Tim Buchmiller
January 12, 2005
Page 2

4.	Given the limitations in the first sentence of the fifth paragraph, that the opinion is “as of this date,” and at the beginning of the first sentence of the penultimate paragraph, that the “opinion letter is rendered as of the date first written above,” please file a signed legal opinion dated as of the date you intend to go effective.
	We will file the attached revised opinion dated as of the effective date.
5.	Please note that disclaimers that in any way state or imply that investors are not entitled to rely on the opinion, or other limitations on whom may rely on the opinion, are unacceptable. Please revise the penultimate paragraph of the opinion to remove any such statements or implications.
	We have revised the penultimate paragraph of the opinion to remove the disclaimers in question. Please see the revised opinion attached to this letter.

     If you have any questions regarding these matters, please contact me (612-492-7162) or, in my absence, Ruilin Li (612-492-7227).

Sincerely,

Melodie R. Rose

2

CORRESP

Exhibit 5.1

January __, 2005 [effective date]

Medtronic, Inc.
710 Medtronic Parkway,
Minneapolis, Minnesota 55432

Ladies/Gentlemen:

     We are acting as corporate counsel to Medtronic, Inc. (the “Company”) in connection with the preparation and filing of a Registration Statement on Form S-4 (the “Registration Statement”) on December 14, 2004 relating to $1,973,146,000 aggregate principal amount of 1.25% Contingent Convertible Debentures, Series B due 2021 of the Company (“New Debentures”) that may be issued in exchange for $1,973,146,000 aggregate principal amount of issued and outstanding 1.25% Contingent Convertible Debentures due 2021 of the Company (“Old Debentures”). The Company proposed to offer, upon the terms set forth in the Registration Statement, to exchange $1,000 principal amount of New Debentures, and an exchange fee of $2.50 per $1,000 principal amount of New Debentures, for each $1,000 principal amount of the Old Debentures (the “Exchange Offer”). The New Debentures will be issued under an Indenture (the “New Indenture”), to be entered into between the Company and Wells Fargo Bank, National Association, as trustee (the “Trustee”).

     In acting as such counsel for the purpose of rendering this opinion, we have reviewed copies of the following, as presented to us by the Company:

1.	The Company’s Amended and Restated Articles of Incorporation, as amended;
2.	The Company’s Amended Bylaws;
3.	Certain corporate resolutions of the Company’s Board of Directors pertaining to the Exchange Offer;
4.	The Registration Statement;
5.	A form of the new global debenture (the “New Global Debenture”) representing the New Debentures; and
6.	A form of the new Indenture (the “New Indenture”) between the Company and the Trustee relating to the New Debentures.

     As to various matters of fact material to this opinion letter, we have relied upon statements and certificates of officers of the Company or of public officials, including those delivered to others in connection with the issuance of the Debentures. We have examined the originals or copies of such corporate documents and records and other certificates, opinions and instruments and have made such other investigation as we have deemed necessary in connection with the opinions hereinafter set forth.

     We have assumed, among other things, the genuineness of all signatures and authenticity of all documents submitted to us as originals and the conformity to original documents of all documents submitted to us as copies. In examining documents, we have assumed that parties executing the same, other than the Company, have all necessary power to enter into and perform all of their obligations thereunder and have also assumed the due authorization by all requisite action of the execution, delivery and performance of such documents by parties executing the same, other than the Company, that such documents are legal, valid, binding and enforceable obligations of parties executing such documents, other than the Company, in accordance with their respective terms and that the representations and warranties made in such documents by such parties are true and correct. We have also assumed that each natural person executing any document relating to the matters covered by this opinion letter has the capacity and is legally competent to do so and that each of the documents and agreements involved in any matter covered by this opinion letter accurately describes the mutual understanding of the parties as to all matters contained therein.

     Based on, and subject to, the foregoing and upon representations and information provided by the Company or its officers or directors, it is our opinion as of this date that (i) the New Debentures have been duly authorized by all necessary corporate action on the part of the Company and, when duly executed by the Company, authenticated by the Trustee and delivered in accordance with the terms of the New Indenture and as contemplated by the Registration Statement, will constitute the legal, valid and binding obligations of the Company, enforceable against it in accordance with their terms and (ii) the common stock of the Company issuable upon conversion of the New Debentures have been duly authorized and when issued upon conversion of the New Debentures in accordance with the terms thereof, will be validly issued, fully paid and non-assessable and (iii) the preferred stock purchase rights related to the common stock of the Company issuable upon conversion of the New Debentures constitute legal, valid and binding obligations of the Company, enforceable against it in accordance with their terms.

     Our opinions expressed above are specifically subject to the following additional limitations, exceptions, qualifications and assumptions:

1.	The effect of the laws of bankruptcy, insolvency, reorganization, arrangement, moratorium, fraudulent conveyance, and other similar laws now or hereinafter in effect relating to or affecting the rights and remedies of creditors.
2.	The effect of general principles of equity and similar principles, including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing, public policy and unconscionability, and the possible unavailability of specific performance, injunctive relief, or other equitable remedies, regardless of whether considered in a proceeding in equity or at law.
3.	The unenforceability under certain circumstances under law or court decisions of provisions providing for the indemnification of, or contribution to, a party with respect to a liability where such indemnification or contribution is contrary to public policy.
4.	The effect of Minnesota, New York and federal laws relating to usury or permissible rates of interest for loans, forbearances or the use of money.
5.	The opinions expressed herein are limited to the corporate laws of the State of Minnesota (excluding its conflict of law principles), the corporate laws of the State of New York, and the federal laws of the United States. We express no opinion as to the effect on the matters covered by this letter of the laws of any other jurisdiction.

     This opinion letter is rendered as of the date first written above for your benefit in connection with the Registration Statement. Our opinions are expressly limited to the matters set forth above, and we render no opinion, whether by implication or otherwise, as to any other matters relating to the Company. We assume no obligation to advise you of facts, circumstances, events or developments which hereafter may be brought to our attention and which may alter, affect or modify the opinions expressed herein.

     We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement.

Very truly yours,

FREDRIKSON & BYRON, P.A.

                                                                 
By: Melodie R. Rose, Vice President