Edgar Filing: MEDTRONIC INC

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN 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 ^*

MAHLE STEPHEN H

2. Issuer Name and Ticker or Trading Symbol
MEDTRONIC INC [MDT]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
ExecVP & Sr Healthcare Advisor

(Last)

(First)

(Middle)

MEDTRONIC, INC., 710 MEDTRONIC PARKWAY, M.S. LC310

3. Date of Earliest Transaction (Month/Day/Year)
08/08/2007

(Street)

MINNEAPOLIS, MN 55432-5604

4. If Amendment, Date Original Filed(Month/Day/Year)

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 Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	08/08/2007		M⁽¹⁾		20,000	A	$ 23.3594	297,588.57 ⁽²⁾	D
Common Stock	08/08/2007		S⁽¹⁾		2,000	D	$ 53.6	295,588.57 ⁽²⁾	D
Common Stock	08/08/2007		S⁽¹⁾		2,000	D	$ 53.68	293,588.57 ⁽²⁾	D
Common Stock	08/08/2007		S⁽¹⁾		1,700	D	$ 53.7	291,888.57 ⁽²⁾	D
Common Stock	08/08/2007		S⁽¹⁾		300	D	$ 53.71	291,588.57 ⁽²⁾	D
Common Stock	08/08/2007		S⁽¹⁾		2,000	D	$ 53.73	289,588.57 ⁽²⁾	D
Common Stock	08/08/2007		S⁽¹⁾		2,000	D	$ 53.74	287,588.57 ⁽²⁾	D
Common Stock	08/08/2007		S⁽¹⁾		4,000	D	$ 53.75	283,588.57 ⁽²⁾	D
Common Stock	08/08/2007		S⁽¹⁾		1,400	D	$ 53.8	282,188.57 ⁽²⁾	D
Common Stock	08/08/2007		S⁽¹⁾		100	D	$ 53.81	282,088.57 ⁽²⁾	D
Common Stock	08/08/2007		S⁽¹⁾		500	D	$ 53.82	281,588.57 ⁽²⁾	D
Common Stock	08/08/2007		S⁽¹⁾		2,000	D	$ 53.86	279,588.57 ⁽²⁾	D
Common Stock	08/08/2007		S⁽¹⁾		2,000	D	$ 53.88	277,588.57 ⁽²⁾	D
Common Stock	08/09/2007		M⁽¹⁾		6,000	A	$ 21.5625	283,588.57 ⁽²⁾	D
Common Stock	08/09/2007		S⁽¹⁾		6,000	D	$ 54	277,588.57 ⁽²⁾	D
Common Stock								10,072.552	I	By ESOP
Common Stock								11,000	I	by Spouse

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Employee St Opt (Right to Buy)

$ 23.3594

08/08/2007

M⁽¹⁾

20,000

08/11/2002

08/11/2007

Common Stock

20,000

$ 0

Employee St Opt (Right to Buy)

$ 21.5625

08/09/2007

M⁽¹⁾

6,000

10/29/1998⁽³⁾

10/29/2007

Common Stock

6,000

$ 0

5,596

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
MAHLE STEPHEN H MEDTRONIC, INC. 710 MEDTRONIC PARKWAY, M.S. LC310 MINNEAPOLIS, MN 55432-5604			ExecVP & Sr Healthcare Advisor

Signatures

James N. Spolar, Attorney-in-fact		08/10/2007
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(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).
(1)	These exercise and sales were all transacted pursuant to a 10b51 trading plan.
(3)	These options become exercisable at the rate of 25% of the shares granted per year beginning on the first anniversary of grant.
(2)	This balance increased by 279.486 due to exempt transactions such as ESPP, dividend reinvestment and dividend equivalent credits.

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