Ownership Submission
FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  McCormick Carol
 2. Date of Event Requiring Statement (Month/Day/Year)
04/28/2007		 3. Issuer Name and Ticker or Trading Symbol
MEDTRONIC INC [MDT]
(Last)
(First)
(Middle)
MEDTRONIC INC, 710 MEDTRONIC PKWY		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Sr VP Human Resources
 5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

MINNEAPOLIS, MN 55432		 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 3,932.872 (1)
D
 
Common Stock 1,095.595
I
by 401k
Common Stock 4,460.634
I
by ESOP

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Options (Right to buy) 10/28/1999(2) 10/28/2008 Common Stock 2,666 $ 31.9063 D  
Stock Options (Right to buy) 10/27/2000(2) 10/27/2009 Common Stock 3,019 $ 33.125 D  
Stock Options (Right to buy) 10/25/2002(2) 10/25/2011 Common Stock 11,495 $ 43.5 D  
Stock Options (Right to buy) 04/27/2001 04/27/2011 Common Stock 724 $ 44.25 D  
Stock Options (Right to buy) 10/24/2003(2) 10/24/2012 Common Stock 17,830 $ 44.87 D  
Stock Options (Right to buy) 10/23/2004(2) 10/23/2013 Common Stock 17,388 $ 46.01 D  
Stock Options (Right to buy) 10/30/2007(2) 10/30/2016 Common Stock 8,522 $ 48.7 D  
Stock Options (Right to buy) 10/21/2004 10/21/2014 Common Stock 16,000 $ 50 D  
Stock Options (Right to buy) 10/26/2001(2) 10/26/2010 Common Stock 9,686 $ 51.625 D  
Stock Options (Right to buy) 10/19/2006(2) 10/19/2015 Common Stock 13,219 $ 56.74 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
McCormick Carol
MEDTRONIC INC
710 MEDTRONIC PKWY
MINNEAPOLIS, MN 55432		       Sr VP Human Resources  

Signatures

James N. Spolar, Attorney-in-fact 05/03/2007
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(2) These options become exercisable at the rate of 25% of the shares granted per year beginning on the first anniversary of grant.
(1) This balance includes 2054 RSA shares. The restrictions on this award shall lapse on 10/30/09 if the Company's cumulative earnings growth during the three year period ending on the last day of fiscal year 2009 equals or exceeds a 9% compound annual growth rate, as determined by the Compensation Committee. In the circumstances of death, Disability or Retirement, these restrictions shall lapse on a pro-rata basis, provided that the mimimum threshhold has been achieved through fiscal 2009.

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