S-8

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

(And Post-Effective Amendment to the First Registration Statement, Reg. No. 333-147399)

REGISTRATION STATEMENT
Under
The Securities Act of 1933

MEDTRONIC, INC.

(Exact Name of Registrant as Specified in its Charter)

Minnesota
(State or Other
Jurisdiction of Incorporation
or Organization) 41-0793183
(I.R.S. Employer
Identification Number)

World Headquarters
710 Medtronic Parkway
Minneapolis, Minnesota 55432
(Address of Principal Executive Office and Zip Code)

Medtronic, Inc. — Kyphon Inc. 2002 Stock Plan
(formerly the Kyphon Inc. 2002 Stock Plan)
(Full Title of the Plan)

James Nathan Spolar, Esq.
Senior Legal Counsel and Assistant Secretary
Medtronic, Inc.
World Headquarters
710 Medtronic Parkway
Minneapolis, Minnesota 55432
(763) 514-4000
(Name, Address and Telephone Number, Including Area Code, of Agent for Service)

CALCULATION OF REGISTRATION FEE

			Proposed
		Proposed Maximum	Maximum
Title of Securities	Amount to be	Offering Price	Aggregate	Amount of
to be Registered (1)	Registered (2)	Per Share (3)	Offering Price	Registration Fee
Common Stock, $0.10 par value TOTAL:	2,977,705 shares	$49.85	$148,438,594.25	$5,833.64

(1)	Amount to be registered consists of an additional 2,977,705 shares of common stock of Medtronic, Inc. to be issued pursuant to or as either stock options, restricted stock awards, restricted stock unit awards or other equity-based awards (together, the “Awards”) pursuant to the Medtronic, Inc. — Kyphon Inc. 2002 Stock Plan (the “Plan”) (as adopted by the Registrant effective as of November 2, 2007 and amended effective as of December 13, 2007) in connection with the merger of Kyphon Inc. with and into the Registrant pursuant to the July 26, 2007 Agreement and Plan of Merger among the Registrant, Jets Acquisition Corporation and Kyphon Inc. (the “Merger Agreement”). This Registration Statement also constitutes a post-effective amendment to the First Registration Statement, Reg. No. 333-147399, for the purpose of registering an additional 2,977,705 shares under the Plan. A total of 3,890,000 shares were registered in the First Registration Statement, bringing the total number of shares registered under the Plan to 6,867,705 shares.
(2)	Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h) under the Securities Act of 1933 (the “Securities Act”).
(3)	Based on the average of the high and low trading price of shares of Medtronic’s common stock as reported on NYSE on January 14, 2008.

Explanatory Note

     On November 14, 2007, we filed a Registration Statement on Form S-8 (File No. 333-147399) (referred to in this document as, the “First Registration Statement”) to register under the Securities Act of 1933, as amended, or, the Securities Act, 3,890,000 shares of common stock, par value $0.10 per share, issuable by us under the Registrant’s Medtronic, Inc. — Kyphon Inc. 2002 Stock Plan, as amended (the "Medtronic, Inc. — Kyphon Inc. 2002 Stock Plan").

     Pursuant to General Instruction E on Form S-8, the contents of the Registrant’s First Registration Statement on Form S-8, Reg. No. 333-147399, are incorporated herein by reference.

     The purpose of this Registration Statement on Form S-8 is to register 2,977,705 additional shares for issuance under the Registrant’s Medtronic, Inc. — Kyphon Inc. 2002 Stock Plan¹.

PART II            INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8. Exhibits.

The Exhibit Index preceding the exhibits is incorporated by reference herein.

¹ This Registration Statement also constitutes a post-effective amendment to the First Registration Statement, Reg. No. 333-147399, for the purpose of registering an additional 2,977,705 shares under the Registrant’s Medtronic, Inc. — Kyphon Inc. 2002 Stock Plan. A total of 3,890,000 shares were registered in the First Registration Statement, bringing the total number of shares registered under the Registrant’s Medtronic, Inc. — Kyphon Inc. 2002 Stock Plan to 6,867,705 shares.

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Minneapolis and State of Minnesota, on the 15^th day of January, 2008.

MEDTRONIC, INC. (the “Registrant”)
By	/s/ William A. Hawkins
	William A. Hawkins
	President and Chief Executive Officer

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the 15^th day of January, 2008.

By:	/s/ William A. Hawkins
	William A. Hawkins
	President and Chief Executive Officer (principal executive officer)
By:	/s/ Gary L. Ellis
	Gary L. Ellis
	Senior Vice President and Chief Financial Officer (principal financial and accounting officer)

Richard H. Anderson*	)
David L. Calhoun*	)
Arthur D. Collins, Jr.*	)
William A. Hawkins*	)
Shirley Ann Jackson, Ph.D.*	)
James T. Lenehan*	)	Directors
Denise M. O’Leary*	)
Kendall J. Powell*	)
Robert C. Pozen*	)
Jean-Pierre Rosso*	)
Jack W. Schuler*	)

*     Terrance L. Carlson, by signing his name hereto, does hereby sign this document on behalf of each of the above named directors of the Registrant pursuant to powers of attorney duly executed by such persons on the 14th day of November, 2007, and filed as Exhibit 24.1 to the First Registration Statement, Reg. No. 333-147399, to which this document is a post-effective amendment.

By:	/s/ Terrance L. Carlson
	Terrance L. Carlson
	Senior Vice President, General Counsel and Corporate Secretary, as Attorney-in-Fact

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

MEDTRONIC, INC.

Form S-8 Registration Statement

EXHIBIT INDEX

Exhibit Number	Exhibit Description
5.1	Opinion as to the legality of the issuance of the ordinary shares offered hereby
10.1	Addendum to Medtronic, Inc. — Kyphon Inc. 2002 Stock Plan (Effective as of December 13, 2007)
23.1	Consent of independent registered public accounting firm
23.2	Consent of counsel (See Exhibit 5.1)

EX-5.1

EXHIBIT 5.1

January 15, 2008

Medtronic, Inc.
710 Medtronic Parkway
Minneapolis, Minnesota 55432

Ladies/Gentlemen:

I am senior legal counsel and assistant secretary of Medtronic, Inc., a Minnesota corporation (the “Company”), and I have advised the Company in connection with a registration statement on Form S-8 relating to the sale or issuance by the Company from time to time of up to 2,977,705 shares (the “Shares”) of common stock, par value $.10, of the Company (“Common Stock”) issuable under the Medtronic, Inc. — Kyphon Inc. 2002 Stock Plan, as amended (the “Plan”). I have examined such documents and have reviewed such questions of law as I have considered necessary and appropriate for the purposes of my opinion set forth below.

In rendering my opinion set forth below, I have assumed the authenticity of all documents submitted to me as originals, the genuineness of all signatures and the conformity to authentic originals of all documents submitted to me as copies. I have also assumed the legal capacity for all purposes relevant hereto of all natural persons and, with respect to all parties to agreements or instruments relevant hereto other than the Company, that such parties had the requisite power and authority (corporate or otherwise) to execute, deliver and perform such agreements or instruments, that such agreements or instruments have been duly authorized by all requisite action (corporate or otherwise), executed and delivered by such parties and that such agreements or instruments are the valid, binding and enforceable obligations of such parties.

Based on the foregoing, I am of the opinion that the Shares have been duly authorized and, upon issuance, delivery and payment therefor in accordance with the terms of the Plan, and any relevant agreements thereunder, will be validly issued, fully paid and nonassessable. I am admitted to the practice of law in the State of Minnesota, and the foregoing opinions are limited to the laws of that state and the federal laws of the United States of America. I hereby consent to the filing of this opinion as an exhibit to the registration statement on Form S-8 of the Company relating to the Shares.

Very truly yours,

/s/ James N. Spolar

James N. Spolar
Senior Legal Counsel and Assistant Secretary

EX-10.1

Exhibit 10.1

Addendum: Medtronic, Inc. — Kyphon Inc. 2002 Stock Plan

Dated December 13, 2007

          Effective from and after the date hereof (the “Effective Date”), this addendum (“Addendum”) to the Medtronic, Inc. — Kyphon Inc. 2002 Stock Plan, as such may be amended from time to time (the “Plan”), hereby amends the Plan and shall govern any award made pursuant to any Option Agreement, Restricted Stock Purchase Agreement or Restricted Stock Unit Agreement, or otherwise, issued thereunder on or after the Effective Date hereof. Capitalized terms contained but not defined in this Addendum shall have the meaning provided in the Plan.

     1. The definition of “Change in Control” set forth in Section 2(d) is hereby replaced in its entirety with the following provision:

     “Change in Control” means, except as otherwise provided in the applicable Option Agreement, Restricted Stock Purchase Agreement or Restricted Stock Unit Agreement, the occurrence of any of the following events:

(i) Any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Act or any successor thereto (a “Person”) becomes the beneficial owner (within the meaning of Rule 13d-3 promulgated under the Act) of 30% or more of either (A) the then outstanding Shares (the “Outstanding Company Common Stock”) or (B) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that, the following acquisitions shall not constitute a Change in Control: (1) any acquisition directly from the Company, (2) any acquisition by the Company or any of its Subsidiaries, (3) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any of its Subsidiaries, (4) any acquisition by an underwriter temporarily holding securities pursuant to an offering of such securities or (5) any acquisition pursuant to a transaction that complies with clauses (iii) (A), (B) and (C) below; or

(ii) Individuals who, as of the date hereof, constitute the Board (the “Incumbent Directors”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least a majority of the Incumbent Directors then on the Board shall be considered as though such individual was an Incumbent Director, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of either an actual or threatened election contest or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; or

(iii) Consummation of a reorganization, merger, statutory share exchange or consolidation (or similar corporate transaction) involving the Company or any of its subsidiaries, a sale or other disposition of all or substantially all of the assets of the Company, or the acquisition of assets or stock of another entity by the Company or any of its subsidiaries (each, a “Business

Combination”), in each case, unless, immediately following such Business Combination, (A) substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and the Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of, respectively, the then-outstanding shares of common stock (or, for a non-corporate entity, equivalent securities) and the then-outstanding voting securities entitled to vote generally in the election of directors (or, for a non-corporate entity, equivalent governing body), as the case may be, of (1) the entity resulting from such Business Combination (the “Surviving Corporation”) or (2) if applicable, the ultimate parent entity that directly or indirectly has beneficial ownership of 80% or more of the voting securities eligible to elect directors of the Surviving Corporation (the “Parent Corporation”), in substantially the same proportion as their ownership, immediately prior to the Business Combination, of the Outstanding Company Common Stock and the Outstanding Company Voting Securities, as the case may be, (B) no person (other than any employee benefit plan (or related trust) sponsored or maintained by the Surviving Corporation or the Parent Corporation), is or becomes the beneficial owner, directly or indirectly, of 30% or more of the outstanding shares of common stock and the total voting power of the outstanding voting securities eligible to elect directors of the Parent Corporation (or, if there is no Parent Corporation, the Surviving Corporation) and (C) at least a majority of the members of the board of directors of the Parent Corporation (or, if there is no Parent Corporation, the Surviving Corporation) following the consummation of the Business Combination were Incumbent Directors at the time of the Board’s approval of the execution of the initial agreement providing for such Business Combination; or

(iv) Approval by the shareholders of the Company of a complete liquidation or dissolution of the Company.

     2. Section 3 is hereby amended by deleting clause (c) in the first paragraph thereof in its entirety.

     3. Section 14(d) of the Plan is hereby replaced in its entirety with the following provision:

     Notwithstanding anything contained in this Plan to the contrary, unless otherwise provided in the applicable Option Agreement, Restricted Stock Purchase Agreement or Restricted Stock Unit Agreement, in the event of a Change in Control the following shall occur as of the effective date of such Change in Control with respect to any and all awards outstanding as of the effective date of such Change in Control: (i) any and all Options and Stock Purchase Rights granted hereunder shall vest in full and become immediately exercisable, and shall remain exercisable throughout their entire term; (ii) any restrictions imposed on Restricted Stock Units shall lapse. The awards shall be paid in cash, or in the sole discretion of the Committee, in Shares to Participants within thirty (30) days following the effective date of the Change in Control, with any such Shares valued at the Fair Market Value as of the effective date of the Change in Control. Notwithstanding anything to the contrary herein or in the Plan, with respect to any award subject to, and not exempt from, the provisions of Section 409A of the Code, the applicable award agreement shall provide for the acceleration of payment of such award only in the event of a

4-20

Change in Control that qualifies as a change in ownership or change in effective control of the Company under Section 409A of the Code.

     4. The Plan and each Option Agreement, Restricted Stock Purchase Agreement or Restricted Stock Unit Agreement are intended to comply with the requirements of Section 409A of the Code and any regulations promulgated thereunder, and shall be construed accordingly.

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EX-23.1

EXHIBIT 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports dated June 21, 2007 relating to the consolidated financial statements, financial statement schedule, management’s assessment of the effectiveness of internal control over financial reporting and the effectiveness of internal control over financial reporting, which appear in Medtronic, Inc.’s Annual Report on Form 10-K for the year ended April 27, 2007.

/s/ PricewaterhouseCoopers LLP

Minneapolis, Minnesota
January 14, 2008