FORM 10-C

Securities and Exchange Commission
Washington, D.C.  20549

Report by issuer of securities quoted on The Nasdaq Stock Market(sm), filed
pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 and Rule
13a-17 or 15d-17 thereunder.


EXACT NAME OF ISSUER AS SPECIFIED IN CHARTER:  MedAmicus, Inc.

ADDRESS OF PRINCIPAL EXECUTIVE OFFICES:        15301 Highway 55 West
                                               Plymouth, MN  55441

ISSUER'S TELEPHONE NUMBER (INCLUDING AREA CODE):  (612) 559-2613

I. CHANGE IN NUMBER OF SHARES OUTSTANDING
Indicate any change (increase or decrease) of five percent or more in the number
of shares outstanding:

1.       Title of security:  Common Stock, $.01 par value
2.       Number of shares outstanding before the change:  3,450,774
3.       Number of shares outstanding after the change:  4,060,774
4.       Effective date of change:  May 13, 1996
5.       Method of change:  Issuance of New Shares

Specify method (such as merger, acquisition, exchange, distribution, stock
split, reverse split, acquisition of stock for treasury, etc.): original
issuance

Give brief description of transaction:  private placement

II. CHANGE IN NAME OF ISSUER

1.       Name prior to change:
2.       Name after change:
3.       Effective date of charter amendment changing name:
4.       Date of shareholder approval of change, if required:



Date:  May 13, 1996                         /S/ JAMES D. HARTMAN
                                           ---------------------
                                           James D. Hartman, President and
                                           Chief Executive Officer