X0202 4 2006-12-29 0 0000864683 CYBERONICS INC CYBX 0001269062 SIMPSON RANDAL L 100 CYBERONICS BLVD CYBERONICS BLDG HOUSTON TX 77058 0 1 0 0 Vice President, Operations Stock option to purchase common stock 26.49 2006-12-29 4 D 0 49067 D 2008-10-27 2013-10-27 Common Stock 49067 118433 D Stock option to purchase common stock 27.35 2006-12-29 4 A 0 49067 A 2008-10-27 2013-10-27 Common Stock 49067 167500 D The two reported transactions involved an amendment of an outstanding option, resulting in the deemed cancellation of the "old" option and the grant of a replacement option. The option was originally granted on 10/27/2003 at a price of $26.49 per share. The amendment adjusts the grant date for such option to 11/03/2003 and the price to $27.35 per share. See footnote page attached. /s/ Randal L. Simpson 2006-12-29