8-K

UNITES STATES

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 28, 2005

Medtronic, Inc.

(Exact name of Registrant as Specified in its Charter)

Minnesota
(State or other jurisdiction of incorporation) 1-7707
(Commission File Number) 41-0793183
(IRS Employer Identification No.)

710 Medtronic Parkway Minneapolis, Minnesota	55432
(Address of principal executive offices)	(Zip Code)

(Registrant’s telephone number, including area code): (763) 514-4000

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 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
	Item 9.01. Financial Statements and Exhibits
SIGNATURES
Press Release

Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

     (b) On January 28, 2005, Medtronic, Inc. (the “Company”) issued a press release announcing that Robert L. Ryan, will be retiring as Chief Financial Officer on April 29 2005, the end of the Company’s fiscal year. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

     (c) The Company also announced in its January 28, 2005 press release that Gary L. Ellis (age 48) would succeed Robert L. Ryan. Since 1999 Mr. Ellis has served as the Company’s Vice President, Corporate Controller and Treasurer. Prior to being appointed Treasurer in 1999, Mr. Ellis served as Vice President and Corporate Controller. From 1989 until 1994, Mr. Ellis held other finance and accounting positions at the Company.

     Since the beginning of the Company’s last fiscal year, there has not been, and there is currently no proposal for, any transaction between the Company and Mr. Ellis of the sort required to be disclosed by Item 404(a) of Regulation S-K.

Item 9.01. Financial Statements and Exhibits

Exhibits:
Exhibit 99.1	Press release dated January 28, 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/ Terrance L. Carlson
Date: February 1, 2005		Terrance L. Carlson
		Senior Vice President, General Counsel
		and Corporate Secretary

EX-99.1

NEWS RELEASE     

Contacts:
Chris King	Bob Hanvik
Investor Relations	Public Relations
763-505-2695	763-505-2635

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

MEDTRONIC ANNOUNCES RETIREMENT OF
CHIEF FINANCIAL OFFICER ROBERT L. RYAN

Gary L. Ellis Named Ryan’s Successor

     MINNEAPOLIS, Jan. 28, 2005 — Medtronic, Inc., (NYSE: MDT) today announced that Chief Financial Officer Robert L. Ryan will retire from the company at the end of this fiscal year, April 29, 2005. Gary L. Ellis, currently Medtronic vice president and corporate controller/treasurer, will succeed Ryan.

     “Bob Ryan has served Medtronic well for more than 12 years, as he led the financial function during a period when the company experienced significant growth. Bob, who is 62 in April, indicated his desire to retire at the end of this fiscal year. We appreciate his contributions and wish him all the best as he enters this new phase of his life,” said Art Collins, Medtronic chairman and chief executive officer. “Medtronic is fortunate to have an executive of the caliber of Gary Ellis to succeed Bob as chief financial officer. Gary has been intimately involved in every aspect of Medtronic’s financial function and has gained tremendous respect both inside and outside the company.”

     Ryan joined Medtronic in 1993 from Union Texas Petroleum Corporation, where he served in a variety of financial leadership positions, including as chief financial officer for nine years. Prior to that, Ryan was vice president at Citibank; and was a management consultant for McKinsey & Company.

     “I appreciate the many opportunities I’ve had to grow and learn here at Medtronic, and I will miss working with all the company’s talented and committed individuals,” said Ryan. “Medtronic is a great company that’s well-positioned for an exciting future, and Gary is definitely the right person to lead the financial function going forward.”

     Ellis, who is a certified public accountant, joined Medtronic in 1989 as director of corporate control. He served in Europe as vice president of international finance before assuming his current position. Prior to Medtronic, Ellis spent 11 years with Price Waterhouse.

     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.

Any statements made about the company’s anticipated financial results and regulatory approvals are forward-looking statements subject to risks and uncertainties such as those described in Medtronic’s Annual Report on Form 10-K for the year ended April 30, 2004. Actual results may differ materially from anticipated results.