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As filed with the Securities and Exchange Commission on January 27, 2004.

Registration No. 333-            

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

MEDTRONIC, INC.
(Exact name of issuer as specified in its charter)

Minnesota
(State or other jurisdiction of
incorporation or organization)		   41-0793183
(I.R.S. Employer Identification No.)

World Headquarters
710 Medtronic Parkway
Minneapolis, MN 55432
(Address of principal executive offices, including Zip Code)

Medtronic, Inc. 2003 Long-Term Incentive Plan
(Full title of the Plan)
Richard F. Hamm, Jr.
Vice President and Deputy General Counsel
Medtronic, Inc.; World Headquarters
710 Medtronic Parkway
Minneapolis, Minnesota 55402
Telephone: (763) 514-4000
(Name, address and telephone number
including area code of agent for service)		   Copy to:
 Philip T. Colton, Esq.
Winthrop & Weinstine, P.A.
225 South Sixth Street
Suite 3500
Minneapolis, Minnesota 55402
Telephone: (612) 604-6400

CALCULATION OF REGISTRATION FEE

Title of Securities
to be
Registered
   Amount to
be Registered(1)
   Proposed Maximum
Offering Price
Per Share(2)
   Proposed Maximum
Aggregate
Offering Price(2)
   Amount of
Registration Fee
Common Stock to be offered pursuant to the 2003 Long-Term Incentive Plan(3)   60,000,000 shares   $2,922,600,000   $48.71   $236,438
(1)
Pursuant to Rule 416 under the Securities Act of 1933, this Registration Statement also covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plans described herein and any additional securities which may become issuable pursuant to anti-dilution provisions of the plans.

(2)
Estimated pursuant to Rule 457(h) solely for the purpose of calculating the registration fee and based upon the average of the high and low prices of the Registrant's Common Stock on January 23, 2004.

(3)
Each share of Common Stock includes a Preferred Stock Purchase Right pursuant to the Registrant's Shareholder Rights Plan.


PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

        The Registrant hereby incorporates by reference into this Registration Statement the documents listed in (a) through (c) below:


        All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all such securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents.

Item 4. Description of Securities.

        Not applicable.

Item 5. Interests of Named Experts and Counsel.

        Not applicable.

Item 6. Indemnification of Directors and Officers.

        Under Minnesota corporate law, a corporation shall, unless prohibited or limited by its Articles of Incorporation or Bylaws, indemnify its directors, officers, employees and agents against judgments, penalties, fines, settlements, expenses and disbursements incurred by such person who was, or is threatened to be, made a party to a proceeding by reason of the fact that the person is or was a director, officer, employee or agent of the corporation if generally, with respect to the acts or omissions of the person complained of in the proceeding, the person: (i) has not been indemnified by another organization with respect to the same acts or omissions; (ii) acted in good faith; (iii) received no improper personal benefit; (iv) in the case of a criminal proceeding, had no reasonable cause to believe the conduct was unlawful; and (v) reasonably believed the conduct was in the best interests of the corporation or, in certain circumstances, reasonably believed that the conduct was not opposed to the best interests of the corporation. Minnesota corporate law also provides that a corporation may purchase and maintain insurance on behalf of any indemnified party against any liability asserted against such person, whether or not the corporation would have been required to indemnify the person against liability under the provisions of Minnesota corporate law. The Registrant's Articles of Incorporation and Bylaws do not limit the Registrant's obligation to indemnify such persons.

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        The Registrant's Articles of Incorporation limit the liability of its directors to the full extent permitted by the Minnesota Business Corporation Act. Specifically, directors of the Registrant will not be personally liable for monetary damages for breach of fiduciary duty as directors except liability for (i) any breach of the duty of loyalty to the Registrant or its shareholders, (ii) acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, (iii) dividends or other distributions of corporate assets that are in contravention of certain statutory or contractual restrictions, (iv) violations of certain Minnesota securities laws or (v) any transaction from which the director derives an improper personal benefit.

        Subject to exclusions and limitations, the Registrant currently maintains certain insurance coverage against liability which a director or officer may incur in his or her capacity as such.

Item 7. Exemption from Registration Claimed.

        Not applicable.

Item 8. Exhibits.

4.1   Medtronic, Inc. 2003 Long-Term Incentive Plan, incorporated herein by reference to Exhibit 10.1 to Medtronic's Form 10-Q for the quarter ended July 25, 2003.

5
 
Opinion of Winthrop & Weinstine, P.A. relating to the legality of securities under 2003 Long-Term Incentive Plan.

23.1
 
Consent of Winthrop & Weinstine, P.A. (see Exhibit 5).

23.2
 
Consent of independent accountants.

24.1
 
Powers of Attorney.

Item 9. Undertakings.

(a)
The undersigned Registrant hereby undertakes:

(1)
To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i)
To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii)
To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendments thereof) which, individually or in the aggregate, represents a fundamental change in the information set forth in the Registration Statement; and

(iii)
To include any material information with respect to the plan of distribution not previously described in the Registration Statement or any material change to such information in the Registration Statement;

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(b)
The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in this Registration Statement shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c)
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

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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 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Minneapolis, State of Minnesota on the 27th day of January, 2004.

    MEDTRONIC, INC.

 
 
By:
 
/s/  ARTHUR D. COLLINS, JR.      
        Arthur D. Collins, Jr.
Chairman of the Board 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 dates indicated.

Dated: January 27, 2004       /s/  ARTHUR D. COLLINS, JR.      
Arthur D. Collins, Jr.
Chairman of the Board and Chief Executive Officer (principal executive officer)

Dated: January 27, 2004
 
 
 
/s/  ROBERT L. RYAN      
Robert L. Ryan
Senior Vice President and Chief Financial Officer (principal financial and accounting officer)
Richard H. Anderson*   )    
Michael R. Bonsignore*   )    
William R. Brody, M.D., Ph.D.*   )    
Arthur D. Collins, Jr.*   )    
Antonio M. Gotto, Jr. M.D., D.Phil.*   )   Directors
Shirley Ann Jackson, Ph.D.*   )    
Denise M. O'Leary*   )    
Jean-Pierre Rosso*   )    
Jack W. Schuler*   )    
Gordon M. Sprenger*   )    

        *Arthur D. Collins, 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.

Dated: January 27, 2004   /s/  ARTHUR D. COLLINS      
Arthur D. Collins
    Chairman of the Board and Chief Executive Officer,
as Attorney-In-Fact

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MEDTRONIC, INC.

Form S-8 Registration Statement

EXHIBIT INDEX

4.1   Medtronic, Inc. 2003 Long-Term Incentive Plan, incorporated herein by reference to Exhibit 10.1 to Medtronic's Form 10-Q for the quarter ended July 25, 2003.

5
 
Opinion of Winthrop & Weinstine, P.A. relating to the legality of securities under 2003 Long-Term Incentive Plan.

23.1
 
Consent of Winthrop & Weinstine, P.A. (see Exhibit 5).

23.2
 
Consent of independent accountants.

24.1
 
Powers of Attorney.

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PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
SIGNATURES
MEDTRONIC, INC. Form S-8 Registration Statement
EXHIBIT INDEX