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): April 29, 2008

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)

(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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.
	Item 9.01 Financial Statements and Exhibits.
SIGNATURES
Press Release

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

Michael DeMane has informed Medtronic of his decision to resign as Chief Operating Officer of Medtronic effective April 30, 2008 and has entered into an agreement with Medtronic to address the terms of his continued employment with Medtronic.

The agreement provides that Mr. DeMane will remain an employee until May 31, 2009 or, if earlier, the date of an Event of Default under the agreement. During the term of his employment he will continue to receive his current salary and will be eligible to participate in the broad-based benefit plans, programs and arrangements generally available to Medtronic U.S. employees, including participating in Medtronic’s incentive plan for fiscal year 2008. If Mr. DeMane remains an employee until May 31, 2009, then Medtronic will pay him lump sum separation amounts of $362,500.00 and $688,750, representing six months salary and his bonus for fiscal year 2009 respectively. Mr. DeMane also will be entitled to tax equalization amounts for income that he earned as an employee of Medtronic that is subject to non-US taxes, consistent with Medtronic’s tax equalization policy. The agreement contains confidentiality, non-compete and non-solicitation provisions.

Item 9.01 Financial Statements and Exhibits.

99.1 Press Release of Medtronic, Inc., dated April 29, 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 L. Carlson
Date: April 29, 2008		Terrance L. Carlson
		Senior Vice President, General Counsel and Corporate Secretary

EX-99.1

Exhibit 99.1

NEWS RELEASE

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

FOR IMMEDIATE RELEASE

MEDTRONIC ANNOUNCES ORGANIZATIONAL AND LEADERSHIP CHANGES

Tuesday, April 29, 2008 (Minneapolis, MN) — Medtronic, Inc. announced today a series of organizational and leadership changes.

Michael DeMane, chief operating officer, has informed the company that he has decided to leave to pursue other opportunities. Effective immediately, Medtronic’s Global Business Unit presidents report to President and CEO Bill Hawkins.

“We’d like to thank Michael for his significant contributions to the company during his tenure and wish him all the best in his future endeavors,” said Hawkins.

Moving ahead, Hawkins announced the following organization changes to provide focus on growth, globalization, operating leverage and innovation.

Driving Medtronic’s globalization strategy
Jean-Luc Butel has been named senior vice president and president Medtronic International, responsible for all of Medtronic’s operations outside of the United States. In this new role, all sales and distribution outside the United States will report to Butel.

(more)

Executing cross business initiatives to maximize operating excellence and leverage
James Dallas has been named senior vice president, Quality and Operations. He has responsibility for executing on cross business initiatives which will maximize operating leverage.

Integrating Strategy, Science & Technology and Corporate Development functions
Katie Szyman, formerly vice president of Medtronic Endovascular, has been named senior vice president of a newly formed Strategy and Development group that combines Medtronic’s Corporate Strategy, Business Development, Corporate Ventures and Science and Technology functions. Szyman has responsibility for growth initiatives that leverage corporate wide R&D capabilities and the evaluation of internal and external growth opportunities.

Announcing a new president of Medtronic’s Spinal and Biologics business
Steve LaNeve, formerly president of Medtronic Japan, has been named senior vice president and president of Medtronic’s Spinal and Biologics business, replacing Pete Wehrly, who is leaving the company. LaNeve has responsibility for the continued integration of Kyphon, the biologics business and the core spine business.

Leveraging Medtronic Navigation
Bob Blankemeyer, vice president and general manager of Medtronic ENT/NT, assumes additional responsibility for Medtronic Navigation.

Creating an integrated global healthcare policy function
Steve Mahle has been named executive vice president of Healthcare Policy and Regulatory. He assumes responsibility for Medtronic’s Government Affairs, Global Reimbursement, Regulatory and Clinical functions. This move recognizes the increasingly rigorous and challenging healthcare environment around the world and provides a more strategic approach to policy issues.

(more)

Hawkins concluded, “With a strong finish to the fourth quarter, we’re starting the new fiscal year with great momentum and are well positioned to drive innovation, operating leverage and sustainable growth.”

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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