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): January 24, 2005

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.)

710 Medtronic Parkway

Minneapolis, Minnesota 55432

(Address of Principal Executive Offices and Zip Code)

(763) 514-4000

(Registrant’s telephone number, including area code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

	Item 8.01. Other Events.
	Item 9.01. Financial Statements and Exhibits.
SIGNATURES
EXHIBIT INDEX
Press Release

Item 8.01. Other Events.

     On January 24, 2005, Medtronic, Inc. issued the press release filed herewith as Exhibit 99.1 and incorporated by reference herein

Item 9.01. Financial Statements and Exhibits.

     (a)       Financial statements: None.

     (b)       Pro forma financial information: None.

     (c)       Exhibits:

                 Exhibit 99.1       Press release dated January 24, 2005.

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/ Robert L. Ryan
Date:  January 24, 2005	Robert L. Ryan
	Senior Vice President and Chief Financial Officer

EXHIBIT INDEX

Medtronic, Inc.
Form 8-K Current Report

Exhibit Number	Description
99.1	Press release dated January 24, 2005

EX-99.1

Exhibit 99.1

Contacts:
Investors Rachael Scherer Investor Relations 763-505-2694	Media Bob Hanvik Public Relations 763-505-2635

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

MEDTRONIC ANNOUNCES EXPIRATION AND RESULTS OF ITS EXCHANGE OFFER FOR ITS
CONTINGENT CONVERTIBLE DEBENTURES

Minneapolis, Jan. 24, 2005 — Medtronic, Inc. (NYSE: MDT) announced today that it has completed its offer to exchange $1,000 principal amount of its new 1.25 percent Contingent Convertible Debentures, Series B due 2021 (the “New Debentures”), and an exchange fee of $2.50 per $1,000 principal amount of New Debentures, for each $1,000 principal amount of its outstanding 1.25 percent Contingent Convertible Debentures due 2021 (the “Old Debentures”). An aggregate of up to $1,973,146,000 principal amount of New Debentures was available for exchange for up to a like amount of Old Debentures. The exchange offer expired at 5 P.M., New York City time, on Jan. 21, 2005.

As of the expiration of the exchange offer, approximately $1,928,188,000 aggregate principal amount of Old Debentures, representing approximately 97.7 percent of the total principal amount of Old Debentures outstanding, had been tendered in exchange for an equal principal amount of New Debentures and the exchange fee. All Old Debentures that were properly tendered have been accepted for exchange. The settlement and exchange of New Debentures and payment of the exchange fee for Old Debentures is being made promptly. Following the consummation of the exchange offer, approximately $44,958,000 aggregate principal amount of Old Debentures remain outstanding.

A registration statement relating to the New Debentures was filed with the Securities and Exchange Commission and has been declared effective. The registration statement, prospectus and other materials related to the exchange offer may be obtained free of charge at the Securities and Exchange Commission’s website (www.sec.gov) or from the

information agent for the exchange offer at the address set forth below.

Wells Fargo Bank, National Association is the exchange agent for the exchange offer and trustee for the New Debentures. Deutsche Bank Securities Inc. is the dealer manager. Questions regarding the exchange offer may be directed to Deutsche Bank Securities Inc., attention: Liability Management Group at (866) 627-0391 (toll-free) or (212) 250-2955. Global Bondholder Services Corporation is serving as the information agent for the exchange offer and may be contacted at the following address and telephone number:

Global Bondholder Services Corporation

65 Broadway—Suite 704

New York, NY 10006

Attention:       Corporate Actions

Telephone:      (212) 430-3774 (Banks and Brokers)

                        (866) 470-4300

THIS PRESS RELEASE SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALES OF THESE SECURITIES IN ANY STATE OR JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE OR JURISDICTION.

     Medtronic, Inc., headquartered in Minneapolis, is the world’s leading medical technology company, providing lifelong solutions for people with chronic disease. Its Internet address is www.medtronic.com.