8-K

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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 8-K

Current Report Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934

        Date of report (Date of earliest event reported)    April 25, 2002

Medtronic, Inc.(Exact Name of Registrant as Specified in Its Charter)

Minnesota(State of Other Jurisdiction of Incorporation)

1-7707	41-0793183
(Commission File Number)	(I.R.S. Employer Identification No.)
710 Medtronic Parkway Minneapolis, Minnesota (Address of Principal Executive Offices)	55432 (Zip Code)
(763) 514-4000 (Registrant's Telephone Number, Including Area Code)
Not Applicable (Former Name or Former Address, if Changed Since Last Report)

Item 5.    Other Events

        On April 25, 2002, Medtronic, Inc. (the "Registrant") issued a press release relating to the ruling of an arbitration panel regarding a dispute with Guidant. A copy of the press release is filed as Exhibit 99.1 to this Form 8-K.

        On April 26, 2002, the Registrant announced completion of its succession plan whereby Arthur D. Collins, Jr. succeeded William W. George as Chairman of the Board. A copy of the press release announcing the succession is filed as Exhibit 99.2 to this Form 8-K.

Item 7.    Financial Statements and Exhibits

(a)

Financial Statements of Businesses Acquired:

None

(b)

Pro Forma Financial Information:

None

(c)

Exhibits:

See Exhibit Index on page following Signatures.

SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	MEDTRONIC, INC.
Date: May 1, 2002	By	/s/ David J. Scott David J. Scott Senior Vice President, General Counsel and Secretary

SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

EXHIBIT INDEX

to

FORM 8-K

MEDTRONIC, INC.

Exhibit Number	Exhibit Description
99.1	Press release dated April 25, 2002.
99.2	Press release dated April 26, 2002.

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SIGNATURES

EX-99.1

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EXHIBIT 99.1

        Medtronic Expresses Disappointment With Arbitrators' Decision In Dispute With Guidant On Rapid-Exchange Patents

        Ruling Has No New Effect on U.S. Sales of Products for Coronary Angioplasty

        MINNEAPOLIS, April 25, 2002—Officials of Medtronic, Inc. (NYSE: MDT), today expressed their disappointment with the ruling of an arbitration panel, which found that the company's rapid-exchange delivery systems, used in products for coronary angioplasty in the United States, are not within the license to Yock patents that Arterial Vascular Engineering, Inc. (AVE) had acquired from C.R. Bard, Inc. Medtronic acquired AVE in 1999. As part of their ruling, the arbitration panel also awarded Guidant $158 million in damages.

        However, Medtronic noted that the decision has no new impact on its presence in the United States market for rapid-exchange delivery systems. Medtronic's rapid-exchange delivery systems were removed from the U.S. market last September after Medtronic was enjoined from selling these products in a separate action involving Boston Scientific. Neither decision involves Medtronic stent designs or Medtronic sales of rapid-exchange delivery systems outside of the United States. Despite today's ruling, Medtronic continues to reaffirm its previously announced pre-charge financial guidance for both Medtronic and its Vascular business for the fourth quarter, as well as fiscal year 2002.

        At issue in the Guidant litigation are the so-called Yock patents held by Guidant. Medtronic believed that it had rights to these patents through a licensing agreement negotiated by an earlier holder, C. R. Bard. AVE had acquired the license in 1998 when it acquired the coronary catheter assets of Bard.

        Medtronic remains committed to all vascular markets, with a broad line of coronary stents, over-the-wire catheter delivery systems, and the development of new delivery systems that will meet the evolving needs of physicians worldwide.

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EXHIBIT 99.1

EX-99.2

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EXHIBIT 99.2

Medtronic Completes Planned Succession; Collins Replaces George As Board Chairman

        MINNEAPOLIS, April 26, 2002—Completing the implementation of a succession plan established two years ago, Arthur D. Collins Jr. today succeeded William W. George as Chairman of the Board of Directors of Medtronic, Inc. Collins adds the chairmanship to his duties as Chief Executive Officer, a position he assumed on May 1, 2001. George will leave the board, which he joined in 1989.

        Jack W. Schuler, chair of the board's governance committee, noted that Collins and George had collaborated since 1992 in managing the transition of Medtronic from a niche pacemaker company to the world's leading provider of medical technology.

        "At a time when senior corporate management is often seen as transitory," he said, "it is a credit to Bill George and Art Collins that the Medtronic transition has been seamless, proceeding as planned. Together they have defined Medtronic's strategic vision and focused on the development of multiple growth platforms providing lifelong solutions for millions of patients each year who must live with chronic disease."

        Collins paid tribute to George as "a colleague and friend who has always put patients first and helped build Medtronic's global reputation and image."

        George joined Medtronic in 1989 as president and chief operating officer after serving with Litton Industries and Honeywell from 1969 to 1989. He currently serves on the boards of Allina Hospitals and Clinics, Novartis, Target Corporation, Imation, Harvard Business School, American Red Cross, Carnegie Endowment for International Peace and Minneapolis Institute of Arts. In addition, George has joined the faculties of the Ecole Polytechnique Fèdèrale de Lausanne (EPFL) and the International Institute for Management Development (IMD) in Switzerland as Visiting Professor of Management.

        Collins joined the company in 1992 as executive vice president and president of Medtronic International after 14 years with Abbott Laboratories. He was elected chief operating officer in 1994 and president in 1996. He serves on the boards of U.S. Bancorp, Cargill and the Walker Art Center. He also is a member of the Board of Overseers of the Wharton School and a member of the executive board of AdvaMed, the medical technology industry organization.

        Medtronic, Inc., headquartered in Minneapolis, is the world's leading medical technology company, providing lifelong solutions for people with chronic disease. Its Internet address is www.medtronic.com.

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EXHIBIT 99.2