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): April 11, 2006

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 7.01. Regulation FD Disclosure.
	Item 8.01. Other Events.
	Item 9.01. Financial Statements and Exhibits.
SIGNATURES
Press Release

Item 7.01. Regulation FD Disclosure.

Medtronic, Inc. conducts a significant portion of its operations through its subsidiaries. During the nine months ended January 27, 2006, Medtronic, Inc.’s subsidiaries earned 87.4% of Medtronic, Inc.’s consolidated revenues. Medtronic, Inc.’s subsidiaries also have significant liabilities, including direct obligations of approximately $293.8 million for borrowed money as of January 27, 2006.

Item 8.01. Other Events.

On April 11, 2006, 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 April 11, 2006.

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/ Gary L. Ellis
Date: April 11, 2006	Gary L. Ellis
	Senior Vice President and Chief Financial Officer

EXHIBIT INDEX

Medtronic, Inc.
Form 8-K Current Report

Exhibit Number	Description
99.1	Press release dated April 11, 2006

EX-99.1

Exhibit 99.1

NEWS RELEASE

Contacts:
Rachael Scherer	Rob Clark
Investor Relations	Public Relations
763-505-2694	763-505-2635

FOR IMMEDIATE RELEASE

MEDTRONIC TO OFFER $4.0 BILLION CONVERTIBLE SENIOR NOTES;
COMPANY TO REPURCHASE APPROXIMATELY $2.5 BILLION
OF COMMON STOCK

MINNEAPOLIS — April 11, 2006 — Medtronic (NYSE: MDT), today announced its intention to offer, subject to market and other conditions, $2.0 billion principal amount of Convertible Senior Notes due 2011 and $2.0 billion principal amount of Convertible Senior Notes due 2013, through offerings to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). In certain circumstances, the notes may be convertible into cash up to the principal amount. Any conversion value above the principal amount may be convertible into cash, shares of Medtronic common stock or a combination of cash and Medtronic common stock, at Medtronic’s option. The interest rate, conversion price and other terms of the notes will be determined by negotiations between Medtronic and the initial purchasers of the notes. Medtronic expects to grant the initial purchasers an option to purchase up to $400 million principal amount of additional notes to cover overallotments.

Medtronic expects to use the net proceeds from the offering and the proceeds of the warrant transactions referred to below to repurchase approximately $2.5 billion worth of its common stock, including a portion of which is expected to be purchased contemporaneously with the closing of the sale of the notes through private block trades with one or more of the initial purchasers of the notes, their affiliates or both, and the balance of which is expected to be purchased through an accelerated share repurchase agreement. These repurchase amounts are in excess of the approximately 36 million shares remaining in the Company’s existing stock repurchase program. In addition, Medtronic expects to use a portion of the proceeds from the

transactions to fund convertible note hedge transactions that Medtronic expects to enter into with one or more of the initial purchasers of the notes, their affiliates, or both. Medtronic expects that the convertible note hedge transactions will have an exercise price equal to the conversion price of the convertible senior notes. The convertible note hedge transactions are intended to offset potential dilution to Medtronic’s common stock upon potential future conversion of the notes. Medtronic also expects to enter into warrant transactions with one or more of the initial purchasers of the notes, their affiliates, or both, and anticipates that the warrants will have an exercise price that is approximately 50% higher than the closing price of Medtronic’s common stock on the date the warrants are issued. Any remaining proceeds will be added to Medtronic’s working capital and will be used for general corporate purposes, including redemption of those Series B Contingent Convertible Debentures due 2021 as may be tendered to Medtronic on September 15, 2006.

In connection with the convertible note hedge and warrant transactions, affiliates of the initial purchasers that are a party to those transactions have advised Medtronic that they will purchase Medtronic’s common stock in secondary market transactions prior to or following pricing of the notes, and may enter into various over-the-counter derivative transactions with respect to Medtronic’s common stock concurrently with or following pricing of the notes.

This notice does not constitute an offer to sell or a solicitation of an offer to buy securities. Any offers of the securities will be made only by means of a private offering memorandum. The securities offered have not been registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

About Medtronic
Medtronic, Inc. (www.medtronic.com), headquartered in Minneapolis, is the world’s leading medical technology company, alleviating pain, restoring health, and extending life for people with chronic disease.

-end-

Forward-looking statements, including the statements in this notice regarding Medtronic’s expectation to sell notes, repurchase shares of its common stock, enter into convertible note transactions and enter into warrant transactions, are subject to risks and uncertainties. Medtronic cannot guarantee that any of these transactions will occur.