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 *   CARLSON TERRANCE L 2. Date of Event Requiring Statement (Month/Day/Year) 10/01/2004 3. Issuer Name and Ticker or Trading Symbol MEDTRONIC INC [MDT] (Last) (First) (Middle) MEDTRONIC, INC., 710 MEDTRONIC PARKWAY, M.S. LC310 4. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Sr VP, Genl Counsel & Corp Sec 5. If Amendment, Date Original Filed(Month/Day/Year) 10/08/2004 (Street) MINNEAPOLIS, MN 55432-5604 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) Deferred Stock Units (1) 40,734 (2) D Â

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)	08/15/2005(3)	08/15/2014	Common Stock	61,100 (2)	$ 49.1	D	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
CARLSON TERRANCE L MEDTRONIC, INC. 710 MEDTRONIC PARKWAY, M.S. LC310 MINNEAPOLIS, MN 55432-5604	Â	Â	  Sr VP, Genl Counsel & Corp Sec	Â

Signatures

Neil Ayotte, Attorney-in-fact		11/04/2004
**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).
(1)	These units are payable on or after retirement or other termination of employment.
(2)	These awards were orginally incorrectly calculated as of 7/21/04 rather than the correct date of 8/15/04. This was an internal clerical error and not a change in the terms of the awards.
(3)	These options, with a grant date of 08/15/2004, become exercisable at the rate of 25% of the shares granted per year beginning on the first anniversary of grant.

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