SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

DEMANE MICHAEL F

(Last)

(First)

(Middle)

MEDTRONIC, INC.

710 MEDTRONIC PARKWAY, M.S. LC310

(Street)

MINNEAPOLIS

55432-5604

(City)

(State)

(Zip)

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)
	Sr VP & Pres, Eur, Can, LA, EM

3. Date of Earliest Transaction (Month/Day/Year)
11/21/2006

4. If Amendment, Date of 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

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	11/21/2006		M⁽¹⁾		62,500	A	$32	216,166.657⁽²⁾	D
Common Stock	11/21/2006		M⁽¹⁾		6,091	A	$33.125	222,257.657⁽²⁾	D
Common Stock	11/21/2006		M⁽¹⁾		4,138	A	$36.25	226,395.657⁽²⁾	D
Common Stock	11/21/2006		S⁽¹⁾		44,348	D	$52.5	182,047.657⁽²⁾	D
Common Stock	11/21/2006		S⁽¹⁾		4,138	D	$52.5	177,909.657⁽²⁾	D
Common Stock	11/21/2006		S⁽¹⁾		6,091	D	$53.5	171,818.657⁽²⁾	D
Common Stock	11/21/2006		S⁽¹⁾		18,152	D	$53.5	153,666.657⁽²⁾	D
Common Stock								1,695.276	I	By ESOP

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Options (Right to buy)	$32	11/21/2006		M⁽¹⁾			62,500	05/28/2000⁽³⁾	05/28/2009	Common Stock	62,500	$32	0	D
Stock Options (Right to buy)	$33.125	11/21/2006		M⁽¹⁾			6,091	10/27/2000⁽³⁾	10/27/2009	Common Stock	6,091	$33.125	0	D
Stock Options (Right to buy)	$36.25	11/21/2006		M⁽¹⁾			4,138	01/27/2000⁽³⁾	01/27/2009	Common Stock	4,138	$36.25	0	D

Explanation of Responses:

1. These exercise and sales were all transacted pursuant to a 10b51 trading plan.

2. As previously reported, this balance increased by 274.278 due to exempt transactions including ESPP, dividend reinvestment, and dividend equivalent credits.

3. These options become exercisable at the rate of 25% of the shares granted per year beginning on the first anniversary of grant.

	Keyna P. Skeffington, Attorney-in-fact	11/24/2006
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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