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):  August 8, 2002

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  55432-5604

(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)

Item 7.                    Financial Statements and Exhibits.

                                99.1         Statement Under Oath of Chief Executive Officer dated August 7, 2002

                                99.2         Statement Under Oath of Chief Financial Officer dated August 7, 2002

                                99.3         Press Release dated August 8, 2002

Item 9.                    Regulation FD Disclosure.

                On August 8, 2002, Arthur D. Collins, Jr., Chief Executive Officer, and Robert L. Ryan, Chief Financial Officer, of Medtronic, Inc. submitted sworn statements to the Securities and Exchange Commission (SEC) pursuant to the SEC’s Order No. 4-460 issued June 27, 2002.  Also on August 8, 2002, Medtronic, Inc. issued a press release announcing the transmittal by Messrs. Collins and Ryan of such sworn statements.

                Copies of those statements are attached as Exhibits 99.1 and 99.2 and a copy of the press release is attached as Exhibit 99.3.

Limitation on Incorporation by Reference.

                Pursuant to general instruction B.2. of Form 8-K, the information in this report and in the attached exhibits shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section.

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/ Richard F. Hamm, Jr.
Date:  August 8, 2002			Richard F. Hamm, Jr.
			Vice President and Deputy General Counsel

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EXHIBIT INDEX

Medtronic, Inc.

Form 8-K Current Report

Dated August 8, 2002

Exhibit Number	Description
99.1	Statement Under Oath of Chief Executive Officer dated August 7, 2002
99.2	Statement Under Oath of Chief Financial Officer dated August 7, 2002
99.3	Press Release dated August 8, 2002

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EX-99.1

EXHIBIT 99.1

STATEMENT UNDER OATH OF

PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER
REGARDING FACTS AND CIRCUMSTANCES

RELATING TO EXCHANGE ACT FILINGS

                I, Arthur D. Collins, Jr., state and attest that:

                (1)           To the best of my knowledge, based upon a review of the covered reports of Medtronic, Inc., and, except as corrected or supplemented in a subsequent covered report:

•no covered report contained an untrue statement of a material fact as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed); and

•no covered report omitted to state a material fact necessary to make the statements in the covered report, in light of the circumstances under which they were made, not misleading as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed).

                (2)           I have reviewed the contents of this statement with the Company’s audit committee.

                (3)           In this statement under oath, each of the following, if filed on or before the date of this statement, is a “covered report”:

•Annual Report on Form 10-K, for the fiscal year ended April 26, 2002 of Medtronic, Inc.;

•all reports on Form 10-Q, all reports on Form 8-K and all definitive proxy materials of Medtronic, Inc. filed with the Commission subsequent to the filing of the Form 10-K identified above; and

•any amendments to any of the foregoing.

/s/ Arthur D. Collins, Jr.
Arthur D. Collins, Jr.
August 7, 2002
	Subscribed and sworn to
	before me this 7th day of
	August, 2002.
	/s/ Sonia S. Bornus
	Notary Public
	My Commission Expires: Jan 31, 2005
	[SEAL]

EX-99.2

EXHIBIT 99.2

STATEMENT UNDER OATH OF

PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER
REGARDING FACTS AND CIRCUMSTANCES

RELATING TO EXCHANGE ACT FILINGS

                I, Robert L. Ryan, state and attest that:

                (1)           To the best of my knowledge, based upon a review of the covered reports of Medtronic, Inc., and, except as corrected or supplemented in a subsequent covered report:

•no covered report contained an untrue statement of a material fact as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed); and

•no covered report omitted to state a material fact necessary to make the statements in the covered report, in light of the circumstances under which they were made, not misleading as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed).

          (2)           I have reviewed the contents of this statement with the Company’s audit committee.

                (3)           In this statement under oath, each of the following, if filed on or before the date of this statement, is a “covered report”:

•Annual Report on Form 10-K, for the fiscal year ended April 26, 2002 of Medtronic, Inc.;

•all reports on Form 10-Q, all reports on Form 8-K and all definitive proxy materials of Medtronic, Inc. filed with the Commission subsequent to the filing of the Form 10-K identified above; and

•any amendments to any of the foregoing.

/s/ Robert L. Ryan
Robert L. Ryan
August 7, 2002
	Subscribed and sworn to
	before me this 7th day of
	August, 2002.
	/s/ Sonia S. Bornus
	Notary Public
	My Commission Expires:
	[SEAL]

EX-99.3

Exhibit 99.3

Contacts:
Rachael Scherer Investor Relations 763-505-2694	Jessica Stoltenberg Public Relations 763-505-3333

F O R   I M M E D I A T E   R E L E A S E

MEDTRONIC CEO, CFO CERTIFY FINANCIALS, REAFFIRM COMPANY’S CONTINUED COMMITMENT TO STRONG GOVERNANCE AND TRANSPARENT REPORTING

Leader in Medical Technology Voices Support For New Federal Legislation

                MINNEAPOLIS, August 8, 2002 — In advance of next week’s Securities and Exchange Commission (SEC) deadline for companies whose fiscal year coincides with the calendar year and a month ahead of the deadline for its own filing, the Chief Executive and Chief Financial Officers of Medtronic, Inc. (NYSE: MDT), today personally certified the accuracy and completeness of Medtronic financial reports for Fiscal 2002, which ended April 26, 2002.  Signed, sworn statements were submitted to the SEC, and these statements can be accessed at www.sec.gov/rules/extra/ceocfo.htm.

                Chairman and CEO Arthur D. Collins, Jr. and Robert L. Ryan, Senior Vice President and Chief Financial Officer, certified the Medtronic annual report on Form 10-K, along with its 2002 proxy statement.

                “While we have always held ourselves personally responsible for these reports, we are pleased to comply with new legal requirements and underscore our resolve to continue providing shareholders and the investment community with reliable and trustworthy information about financial and other significant business aspects of Medtronic,” Collins said.  “We would also like to take this occasion to publicly reiterate the company’s proactive commitment to high standards of ethical business practices and corporate governance.  We hope this will help reassure investors and contribute to a positive investment atmosphere.”

                Collins also said the company supports the recent amendments to principles of corporate governance and financial disclosure set forth by the Securities and Exchange Commission and the federal Sarbanes-Oxley Act of 2002.

Medtronic, Inc., headquartered in Minneapolis, is the world’s leading medical technology company, providing lifelong solutions for people with chronic disease. Its Internet address is www.medtronic.com.

Any statements made about the company’s anticipated financial results and regulatory approvals are forward-looking statements subject to risks and uncertainties such as those described in Medtronic’s Annual Report on Form 10-K for the year ended April 26, 2002.  Actual results may differ materially from anticipated results.