SecProbe.io

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Mail Stop 0306

      January 7, 2005

Neil Ayotte
Vice President and Senior Legal Counsel
710 Medtronic Parkway
Minneapolis, Minnesota 55432

Re:	Medtronic, Inc.
      	Amendment No. 1 to Registration Statement on Form S-4
      	   filed December 30, 2004
      	Registration No. 333-121239

Dear Mr. Ayotte:

      We have monitored selected issues in your filing and have
the
following comments.  Where indicated, we think you should revise
your
document in response to these comments.  If you disagree, we will
consider your explanation as to why our comment is inapplicable or
a
revision is unnecessary.  Please be as detailed as necessary in
your
explanation.  In some of our comments, we may ask you to provide
us
with supplemental information so we may better understand your
disclosure.  After reviewing this information, we may or may not
raise additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Schedule TO-I, Amendment No. 1

1. We note your response to comment 1.  Delivering tender offer
materials to DTC is generally not considered to be an adequate
means
of dissemination.  See Section II.C. of Exchange Act Release No.
43069 (July 31, 2000)("Commission Guidance on Mini-Tender Offers
and
Limited Partnership Tender Offers").  Please provide us your
analysis
regarding whether you have satisfied the requirements of Rule 13e-
4(e) in light of the delivery requirement in Rule 13e-4(e)(2).
2. We note your response to comment 2 and reissue the comment in
part.  Rule 13e-4(e)(3) requires you to disseminate notice of a
material change to the offer to security holders.  Please tell us
how
you intend to disseminate notice of the changes made to the offer.
3. We note your response to comment 6.  Revise the disclosure
document to further clarify your duty to update the offer to
reflect
material changes in the information previously disclosed as set
forth
in Rule 13e-4(c)(3), (d)(2) and (e)(3).  Please note that Schedule
TO
does not specifically allow you to forward incorporate disclosure
from subsequently filed documents.  In fact, doing so is
inconsistent
with the technical requirements of General Instruction F of
Schedule
TO and your obligation to amend the Schedule to reflect a material
change in the information previously disclosed.  Please revise
this
section and the introduction to the Schedule TO accordingly.
Amendment No. 1 to Registration Statement on Form S-4
Registration Statement Cover Page

4. Please ensure that counsel`s opinion, when filed, addresses the
issues indicated in the last sentence of our prior comment 4.
General

5. We see your statement that you "kept the registration statement
on
Form S-3 open until two years after the selling securityholders
acquired the Old Debentures...," but we do not see that you have
removed from registration the Old Debentures or the securities
issuable upon conversion thereof by means of a post-effective
amendment to that Form S-3 (Registration Statement No. 333-74994).
Supplementally tell us your plans with regard to the resale
registration statement.
Summary of New Debentures - United States Federal Income Tax
Consequences - Page 17

6. We note your cross-reference to the subsection entitled "Tax
Treatment of New Debentures" in the "Material United States
Federal
Income Tax Considerations" section.  Please refer your investors
to
an existing subsection of your tax discussion.
*       *       *       *
      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      Please contact Tim Buchmiller at (202) 824-5354, Abby Adams
at
(202) 942-1881, or me at (202) 942-1880 with any questions
regarding
our comments on your filing.

Sincerely,

Peggy A. Fisher
Assistant Director

cc:  Melodie R. Rose, Esq.
	Winthrop B. Conrad, Jr.
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Medtronic, Inc.
      January 7, 2005
Page 1

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