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): October 13, 2006

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

Item 8.01. Other Events.

     On October 13, 2006, Medtronic, Inc. issued a press release announcing it had been notified of an unsolicited “mini-tender” offer by TRC Capital Corporation of Toronto for TRC to purchase up to two million shares, or less than .2 percent of the outstanding Medtronic common stock, at a price of $47.75 per share. Medtronic, Inc. does not recommend this offer. A copy of the press release is attached as Exhibit 99.1 to this report.

Item 9.01. Financial Statements and Exhibits.

     (d) Exhibit 99.1       Press release of Medtronic, Inc. dated October 13, 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/ Terrance L. Carlson
Date: October 13, 2006	Terrance L. Carlson
	Senior Vice President, General Counsel and Corporate Secretary

EXHIBIT INDEX

Medtronic, Inc.
Form 8-K Current Report

Exhibit Number	Description
99.1	Press release dated October 13, 2006

EX-99.1

Exhibit 99.1

NEWS RELEASE

Contacts:
Jeff Warren	Marybeth Thorsgaard
Investor Relations	Public Relations
763-505-2696	763-505-2644

FOR IMMEDIATE RELEASE

MEDTRONIC RECOMMENDS AGAINST BELOW MARKET MINI-TENDER
OFFER FROM TRC CAPITAL CORPORATION

MINNEAPOLIS — October 13, 2006 — Medtronic, Inc., (NYSE:MDT) has been notified of an unsolicited “mini-tender” offer by TRC Capital Corporation of Toronto for TRC to purchase up to two million shares, or less than .2 percent of the outstanding Medtronic common stock, at a price of $47.75 per share. This represents a 2.73 percent discount below Medtronic’s closing price on October 11, 2006 (the day before TRC commenced its offer) and a 1.79 percent discount below Medtronic’s closing price on October 13, 2006.

Medtronic recommends against shareholders tendering their shares in response to this unsolicited proposal. Mini-tender offers, such as this one by TRC, do not give investors the same level of protection that is required from larger tender offers including the filing of disclosure and other offer documents with the Securities and Exchange Commission and additional procedures mandated by U.S. securities laws.

Medtronic is in no way associated with TRC, this mini-tender offer or the offer documentation.

Medtronic urges investors to obtain current market quotes for their shares of common stock, to consult with their financial advisor and to exercise caution with respect to TRC’s offer.

The SEC has issued “Tips for Investors” on mini-tender offers which is available at www.sec.gov/investor/pubs/minitend.htm. There, the SEC notes that: “Some bidders make mini-tender offers at below market prices, hoping that they will catch investors off guard if the investors do not compare the offer price to the current market price.”

Medtronic encourages stockbrokers and dealers as well as other market participants to review both the SEC and the New York Stock Exchange (NYSE) recommendations on the dissemination of mini-tender offers. These recommendations are available at www.sec.gov/divisions/marketreg/minitenders/sia072401.htm and in the Information Memo Number 01-27 issued by the NYSE on Sept. 28, 2001, which can be found under the “NYSE Regulation — Rules & Interpretations — Information Memos” tab at www.nyse.com.

ABOUT MEDTRONIC
Medtronic, Inc., headquartered in Minneapolis, is the world’s leading medical technology company, alleviating pain, restoring health and extending life for people with chronic disease. Its Internet address is www.medtronic.com.

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