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): March 17, 2005

Medtronic, Inc.

(Exact name of Registrant as Specified in its Charter)

Minnesota	1-7707	41-0793183
(State or other jurisdiction of incorporation)	(Commission File Number)	(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 1.01. Entering into a Material Definitive Agreement.
	Item 9.01 Financial Statements and Exhibits
SIGNATURES
Restricted Stock Deferral Election

Item 1.01. Entering into a Material Definitive Agreement.

     On March 13, 2005, William A. Hawkins, President and Chief Operating Officer of Medtronic, Inc. (“Medtronic”), executed a Restricted Stock Conversion Election Form in which he irrevocably elected to convert 21,089 shares of restricted stock into restricted stock units effective as of April 17, 2007, the date that the 21,089 shares of restricted stock vest. Authority to make the election was given to Mr. Hawkins by the Compensation Committee of the Board of Directors of Medtronic. Mr. Hawkins will receive distribution of the restricted stock units in the form of common stock in a lump sum beginning twelve months after his termination of employment with Medtronic.

Item 9.01 Financial Statements and Exhibits

     (c)   Exhibits:

     Exhibit 99.1       Restricted Stock Deferral Election

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: March 17, 2005	Terrance L. Carlson
	Senior Vice President, General Counsel and Corporate Secretary

EX-99.1

RESTRICTED STOCK DEFERRAL ELECTION FORM

Name:	William Hawkins	Home Address:
Social Security Number:	###-##-####		710 Medtronic Parkway NE LC400
Telephone Number:	(763) 505-3032		Minneapolis, MN 55432-5604
Fax Number:	(763) 505-7556

I hereby irrevocably elect to convert the Restricted Stock under the referenced Award into Restricted Stock Units. I understand that this conversion will occur as of the date that the Restricted Stock vests and that at that time I will receive a Restricted Stock Units Award Agreement (the “Agreement”) setting out the terms governing the Restricted Stock Units. I further understand that the Agreement will provide for distribution of the Restricted stock Units in the form of Common Stock at the time and in the manner I elect below. I also understand that this election, once made, is irrevocable.

Date of Restricted Stock Award

April 18, 2002	x I hereby elect to receive distribution of the Common Stock under the Agreement beginning 12 months (must be at least 6) after my termination of employment with the Company and its affiliates in the form of
# of Shares           21,089	o lump sum
	o installments over 15 years

I certify that my decision to defer is not due to reliance upon any financial or tax advice given by the Company. Further, I am aware that no ruling or determination has been obtained from the Internal Revenue Service that guarantees the deferral of income under this program.

Employee Signature /s/ William A. Hawkins Date March 13, 2005

This agreement is subject to all terms of the applicable Medtronic stock award plan under which the Awards were granted.