EXHIBIT 24

                                POWER OF ATTORNEY

     KNOW ALL BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Terry L. Shepherd, John C. Heinmiller and Kevin T.
O'Malley, each with full power to act without the other, his or her true and
lawful attorney-in-fact and agent with full power of substitution, for him or
her and in his or her name, place and stead, in any and all capacities, to sign
the Annual Report on Form 10-K of St. Jude Medical, Inc. for the fiscal year
ended December 31, 2003, and any or all amendments to said Annual Report, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, and to file the same
with such other authorities as necessary, granting unto each such
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that each such attorney-in-fact and
agent, or his substitute, may lawfully do or cause to be done by virtue hereof.

     IN WITNESS WHEREOF, this Power of Attorney has been signed on this 23rd day
of February, 2004, by the following persons.



/s/ TERRY L. SHEPHERD                      /s/ DANIEL J. STARKS
-------------------------------------      -------------------------------------
Terry L. Shepherd                          Daniel J. Starks
Chairman and Chief Executive Officer       Director
(Principal Executive Officer)

/s/ JOHN C. HEINMILLER                     /s/ DAVID A. THOMPSON
-------------------------------------      -------------------------------------
John C. Heinmiller                         David A. Thompson
Vice President, Finance and                Director
Chief Financial Officer (Principal
Financial and Accounting Officer)

/s/ RICHARD R. DEVENUTI                    /s/ STEFAN K. WIDENSOHLER
-------------------------------------      -------------------------------------
Richard R. Devenuti                        Stefan K. Widensohler
Director                                   Director

/s/ STUART M. ESSIG                        /s/ WENDY L. YARNO
-------------------------------------      -------------------------------------
Stuart M. Essig                            Wendy L. Yarno
Director                                   Director

/s/ THOMAS H. GARRETT III                  /s/ FRANK C-P YIN
-------------------------------------      -------------------------------------
Thomas H. Garrett III                      Frank C-P Yin
Director                                   Director



    IN WITNESS WHEREOF, this Power of Attorney has been signed on this 12th day
of March, 2004, by the following persons.

/s/ Michael A. Rocca
--------------------
Michael A. Rocca
Director