8-K

UNITED 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):       February 21, 2008

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 Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.
	Item 9.01. Exhibits.
SIGNATURES
EXHIBIT INDEX
Press Release

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.

On February 21, 2008, the Board of Directors of Medtronic, Inc. (the “Company”) elected Victor Dzau, M.D., a director of the Company. Dr. Dzau will stand for election by shareholders at the Company’s 2008 Annual Meeting of Shareholders. Dr. Dzau was appointed to the Corporate Governance Committee, the Compensation Committee and the Technology and Quality Committee of the Board of Directors. A press release announcing his appointment was issued on February 22, 2008 and is attached hereto as Exhibit 99.1.

In connection with his election to the Board, Dr. Dzau received a one-time initial stock option grant for 3,269 shares of our common stock at an exercise price of $48.95 per share, which is equal to the closing price of the Company’s common stock on February 21, 2008, the date of grant. These options expire at the earlier of the tenth anniversary of the grant date or five years after Dr. Dzau ceases to be a director, as applicable.

In addition, Dr. Dzau will also receive the Company’s standard non-employee director compensation (which shall be provided on a prorated basis for the period beginning with his election and ending with the 2007-2008 plan year (September 1, 2007 to April 25, 2008)), including:

• an annual retainer in the amount of $80,000 (subject to a 25% reduction if a director does not attend at least 75% of the total meetings of the Board and Committees on which such director served during the relevant plan year);

• on the first day of each plan year (or upon initial election to the board), an annual stock option grant for a number of shares of the Company’s common stock equal to the amount of the annual retainer divided by the closing price of a share of our common stock on the date of grant (which price will also be the exercise price of the option); and

• on the last day of each plan year, annual deferred stock units (each representing the right to receive one share of the Company’s common stock) equal to the amount of the annual retainer earned divided by the average closing price of a share of our common stock for the last 20 trading days during the plan year;

The Board of Directors has approved a change to its director compensation program so the plan period will correspond to the Company’s fiscal year along with an increase in retainers and stipends as described in an exhibit to the Company’s Annual Report on Form 10-K relating to fiscal year 2007. The new plan year will be effective April 26, 2008 (the first day of fiscal year 2009) and will be accomplished by creating a shortened plan year for the period from September 1, 2007 to April 25, 2008.

Since the beginning of Medtronic’s last fiscal year, neither Dr. Dzau nor any of his immediate family has been a party to any transaction or currently proposed transaction with the Company that is reportable under Item 404(a) of Regulation S-K.

Item 9.01. Exhibits.

           (d) Exhibit 99.1       Press release of Medtronic, Inc. dated February 22, 2008.

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 Carlson
Date: February 22, 2008	Terrance 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 February 22, 2008

EX-99.1

Exhibit 99.1

NEWS RELEASE

.	Contacts:
	Martha Goldberg Aronson	Marybeth Thorsgaard
	Investor Relations	Public Relations
	763-505-2694	763-505-2644

FOR IMMEDIATE RELEASE

MEDTRONIC ELECTS VICTOR DZAU, M.D. TO THE BOARD OF DIRECTORS

MINNEAPOLIS — Feb. 22, 2008 — Medtronic, Inc. (NYSE: MDT) today announced that its Board of Directors unanimously voted to elect Victor Dzau, M.D., chancellor for Health Affairs at Duke University and president and CEO of the Duke University Health System, to the Board as an independent director.

Dr. Dzau is also James B. Duke professor of Medicine and director of Molecular and Genomic Vascular Biology at Duke. Most recently, Dr. Dzau was the Hersey Professor of the Theory and Practice of Physic (Medicine) at Harvard Medical School, chairman of the Department of Medicine at Brigham and Women’s Hospital, and physician-in-chief and director of Research at Brigham and Women’s Hospital, Boston. Prior to this, he served as Arthur Bloomfield professor and chairman of the Department of Medicine at Stanford.

“Dr. Dzau’s reputation and experience as an international leader in healthcare delivery, medical research and healthcare economics will be extremely important in helping us to address the company’s future challenges and opportunities. We are all pleased to have him join the Medtronic Board of Directors,” said Bill Hawkins, Medtronic president and chief executive officer.

About Medtronic

Medtronic, Inc. (www.medtronic.com), headquartered in Minneapolis, is the global leader in medical technology — alleviating pain, restoring health and extending life for millions of people around the world.

Any forward-looking statements are subject to risks and uncertainties such as those described in Medtronic’s Annual Report on Form 10-K for the year ended April 27, 2007. Actual results may differ materially from anticipated results.

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