8-K

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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 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)   January 29, 1997
                                                 -------------------------
                               CYBERONICS, INC.  
              -------------------------------------------------- 
              (Exact name of registrant as specified in charter)


        DELAWARE                  000 - 19806                  76-0236465 
- -----------------------------------------------------------------------------
(State or other jurisdiction      (Commission                 IRS Employer
   of incorporation)              File Number)              Identification No.)



17448 HIGHWAY 3, STE. 100, WEBSTER, TEXAS                         77598-4135
- -----------------------------------------------------------------------------
(Address of principal executive offices)                          (Zip Code)



Registrant's telephone number, including area code   (281) 332-1375
                                                   ------------------------


                               NOT APPLICABLE
- -----------------------------------------------------------------------------
         (Former name or former address, if changed since last report.)
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ITEM 5.  OTHER EVENTS

         On January 29, 1997, the Board of Directors of the Registrant declared
         a dividend distribution of one Preferred Shares Purchase Right (the
         "Rights") on each outstanding share of the Registrant's common stock.
         The dividend distribution will be made to stockholders of record as of
         3:00 p.m. (Central Time) March 10, 1997.  The Registrant will mail
         stockholder notices regarding the Rights within approximately two
         weeks after the record date.  The Rights will expire on January 29,
         2007.

         The information which is set forth in the Registrant's Press Release
dated February 3, 1997 is incorporated herein by reference.



ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS

                 (c)      Exhibits

                          99.1 Text of Press Release dated February 3, 1997.





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                                   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.


Date:  March 6, 1997                                Cyberonics, Inc.


                                    /s/ John K. Bakewell  
                                    ----------------------------------------  
                                    John K. Bakewell 
                                    Executive Vice President, Finance and
                                    Administration and Chief Financial Officer





                                      -3-

EX-99.1

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For Release Monday, February 3, 1997: 3:00 PM CST

Contact:

John Bakewell
  VP, Finance and Administration/CFO
Cyberonics, Inc.
(281) 332-1375

              CYBERONICS, INC. IMPLEMENTS SHAREHOLDER RIGHTS PLAN

              BOARD OF DIRECTORS DECLARES DIVIDEND DISTRIBUTION OF
                        PREFERRED SHARES PURCHASE RIGHTS

        WEBSTER, Texas, February 3, 1997 - The Board of Directors of
Cyberonics, Inc. (NASDAQ:CYBX) today announced that it has declared a dividend
distribution of one Preferred Shares Purchase Right on each outstanding share
of the Company's Common Stock. The Rights are designed to assure that the
Company's stockholders receive fair and equal treatment in the event of any
proposed takeover of the Company and to guard against partial tender offers and
other abusive tactics to gain control of the Company without paying all
stockholders the fair value of their shares, including a "control premium". The
Company is not aware of any presently ongoing efforts on the part of any
persons or groups to gain control of the Company.

        Each Right will entitle stockholders to buy 1/1000th of a share of the
Company's Series A Participating Preferred Stock at an exercise price of $30.
The Rights will become exercisable following the tenth day after a person or
group announces an acquisition of 20% or more of the Company's Common Stock or
announces commencement of a tender offer the consummation of which would result
in ownership by the persons or group of 20% or more of the Common Stock. The
Company will be entitled to redeem the Rights at $.01 per Right at any time on
or before the tenth day following acquisition by a person or group of 20% or
more of the Company's Common Stock.

        If, prior to redemption of the Rights, a person or group acquires 20%
or more of the Company's Common Stock, each Right not owned by a holder of 20%
or more of the Common Stock will entitle its holder to purchase, at the Right's
then current exchange price, that number of shares of Common Stock of the
Company (or, in certain circumstances as determined by the Board, cash, other
property or other securities) having a market value at that time of twice the
Right's exercise price. If, after the tenth day following acquisition by a
person or group of 20% or more of the Company's Common Stock, the Company sells
more than 50% of its assets or earning power or is acquired in a merger or
other business combination, the acquiring person must assume the obligations
under the Rights and the Rights will become exercisable to acquire Common Stock
of the acquiring person at the discounted

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price. At any time after an event triggering exercisability of the Rights at a
discounted price and prior to the acquisition by the acquiring person of 50% or
more of the outstanding Common Stock, the Board of Directors of the Company may
exchange the Rights (other than those owned by the acquiring person or its
affiliates) for Common Stock of the Company at an exchange ratio of one share
of Common Stock per Right.

        The dividend distribution will be made on March 10, 1997 to
stockholders of record as of 3:00 PM (Central Time) on that date. The Company
will mail stockholders notices regarding the Rights within approximately two
weeks after March 10, 1997. The Rights will expire on January 29, 2007.

        Further details of the Rights are contained in a letter that will be
mailed to all the Company's stockholders.

        Cyberonics Inc., located near Houston, Texas, was founded in 1987 to
design, develop and market medical devices for the treatment of epilepsy and
other debilitating neurological disorders using a novel therapy, vagus nerve
stimulation ("VNS(TM)"). The Company's initial target market is epilepsy, the
world's second most prevalent neurological disorder, which is a disorder
characterized by recurrent seizures. Of the worldwide epilepsy target
population of five million patients, over 600,000 have symptoms that are not
effectively treated by conventional drug therapy or surgery. Cyberonics is also
exploring other neurological applications of its technology.

        The Company's proprietary, implantable vagus nerve stimulation device,
the NCP(R) System, consists of an implantable pulse signal generator and
stimulation lead that is surgically attached to the left vagus nerve in the neck
of patients suffering from epileptic seizures of partial onset that have not
been adequately controlled by drug therapy. The basic premise of Cyberonics'
vagus nerve stimulation therapy is that electrical stimulation of the vagus
nerve may decrease the brain's sensitivity to the conditions or stimuli that can
trigger epileptic seizures and possibly other neurological disorders.

        NCP(R) Systems have been implanted in over 800 patients at leading
epilepsy treatment centers in the United States, Canada, Germany, Holland, the
United Kingdom, France, Switzerland, Belgium, Spain, Italy, Japan, Sweden,
Norway, Finland, Australia, Israel, South Africa, Hong Kong and China. The
NCP(R) System is approved for commercial sale in the fifteen member countries
of the European Union.

        Cyberonics is continuing the clinical testing of the NCP(R) System in
the U.S. under its Investigational Device Exemption ("IDE") from the FDA and
cannot commence marketing or commercial sales of the device in the United
States until it receives premarket approval from the FDA. The timing of the PMA
approval process is unpredictable and there can be no assurances as to when or
whether ultimate market approval will be received.