8-K

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                                  UNITED STATES
                       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): MARCH 21, 2001



                                CYBERONICS, INC.
             (Exact name of registrant as specified in its charter)


     DELAWARE                      0-19806                   76-0236465
     (State of                   (Commission               (IRS Employer
  incorporation)                 file number)             Identification No.)


                     16511 SPACE CENTER BOULEVARD, SUITE 600
                              HOUSTON, TEXAS 77058
               (Address of principal executive offices) (Zip code)

                                 (281) 228-7200
               Registrant's telephone number, including area code:


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ITEM 5.  OTHER EVENTS

         On March 21, 2001, Cyberonics Inc, a Delaware corporation (the
"Company), amended its Bylaws (the "Bylaws"). The Bylaws were amended to provide
that stock options could not be granted with an exercise price less than fair
market value at the time of issuance and that option grants could not be amended
to reduce their exercise price.

         The Company has not attempted to describe all of the changes made in
the referenced amendment. Please see the full text of the Bylaws filed as an
exhibit hereto and incorporated herein by reference.


ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS

         (c)      Exhibits

                  The following Exhibits are filed as part of this report:

                  3.1      Amendment No. 1 to the Bylaws of Cyberonics, Inc.

                  99.1     Press Release, dated March 28, 2001.


ITEM 8.  CHANGE IN FISCAL YEAR

         On March 21, 2001, the Company approved changing the fiscal year of
the Company from June 30 to a 52/53 week year ending on the last Friday in
April of each year, effective April 27, 2001. The Company intends to file its
annual report on Form 10-K for the 10 months ended April 27, 2001 no later than
July 26, 2001.

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                                    SIGNATURE

         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 thereunto duly authorized.


                                     CYBERONICS, INC.


                                     /s/ PAMELA B. WESTBROOK
                                     -----------------------------------------
                                     Pamela B. Westbrook
                                     Vice President, Finance and Administration
                                     and Chief Financial Officer

Date:  March 29, 2001


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                                  EXHIBIT INDEX



EXHIBIT
NUMBER                            DESCRIPTION
- -------                           -----------
                       
     3.1                  Amendment No. 1 to the Bylaws of Cyberonics, Inc.

    99.1                  Press Release, dated March 28, 2001.

EX-3.1

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                                                                     EXHIBIT 3.1

                          AMENDMENT NO. 1 TO THE BYLAWS
                                       OF
                                CYBERONICS, INC.


         I, the undersigned President and Chief Executive Officer of Cyberonics,
Inc. (the "Corporation"), a corporation duly organized and existing under the
laws of the State of Delaware, hereby certify:

         That pursuant to Written Consent of the Board of Directors of the
Corporation dated March 21, 2001, the Board of Directors approved the amendment
of the Corporation's Bylaws as follows:

         A new section 8.13 shall be added to the Bylaws of the Corporation as
follows:

         8.13     Stock Options.

                  The corporation shall not grant any compensatory stock options
         with an exercise price that is less than 100% of the fair market value
         of the underlying common stock on the date of grant or reduce the
         exercise price of any compensatory stock option granted under any
         existing or future stock option plan, excluding the Employee Stock
         Purchase Plan, unless such option plan, grant or reduction in exercise
         price is approved by the holders of a majority of the shares present
         and entitled to vote at a duly convened meeting of the stockholders.
         This Section 8.13 of the bylaws may not be amended or repealed without
         the affirmative vote of the holders of a majority of the shares present
         and entitled to vote at a duly convened meeting of stockholders.

                                       CYBERONICS, INC.



                                       By:    /s/ Robert P. Cummins
                                          --------------------------------------
                                           Robert P. Cummins
                                           President and Chief Executive Officer

ATTEST:


By:   /s/ Reese S. Terry
  -----------------------------------
     Reese S. Terry
     Secretary

EX-99.1

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                                                                    EXHIBIT 99.1


                                [CYBERONICS LOGO]


For Immediate Release Wednesday, March 28, 2001

Contacts:
At Cyberonics                                    At Schwartz Communications
Pamela B. Westbrook, ext. 275                    Helen Shik, ext. 6587
   Vice President, Finance & Admin/CFO           Jayme Maniatis Ext. 6610
(281) 228-7200                                   (781) 684-0770
pbw@cyberonics.com                               jaymem or hshik@schwartz-pr.com


                CYBERONICS, INC. ANNOUNCES CHANGE IN FISCAL YEAR

    FISCAL YEAR TO CHANGE TO 52/53 WEEK YEAR ENDING THE LAST FRIDAY IN APRIL


         HOUSTON, Texas, March 28, 2001 -- Cyberonics, Inc. (NASDAQ/NMS:CYBX)
today announced a change in fiscal year from June 30 to a 52/53 week year ending
on the last Friday in April of each year, effective April 27, 2001. The
Company's upcoming Form 10-K will reflect the new fiscal year and the transition
period will be for the ten months ended April 27, 2001.

         Pamela B. Westbrook, Cyberonics' Vice President, Finance and
Administration and Chief Financial Officer commented, "We are changing our year
end to April to realign our annual reporting requirements to better utilize
internal resources during the seasonally slower summer months. It will also
shift our quarterly reporting schedules away from the traditional calendar
quarter and to quarters ending in July, October, January and April. At the same
time, we are converting to a 52/53 week year end convention to simplify internal
reporting issues and improve operational efficiencies for planning and
scheduling in a manufacturing environment."

         Ms. Westbrook concluded, "We will report the results of the March
quarter in a press release in the last week of April, followed by the filing of
the Company's Quarterly Report on Form 10-Q no later than May 15, 2001. Our
annual report for the 10 months ended April 27, 2001 will be filed no later than
July 26, 2001."

         Cyberonics, Inc. (www.cyberonics.com) was founded in 1987 to design,
develop and market medical devices for the treatment of epilepsy and other
debilitating disorders using a unique therapy, vagus nerve stimulation. The
Company's initial target market is epilepsy, the world's second most prevalent
neurological disorder, which is characterized by recurrent

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seizures. Vagus Nerve Stimulation (VNSTM) with the Cyberonics NeuroCybernetic
Prosthesis (NCP(R)) System was approved by the FDA on July 16, 1997 for use as
an adjunctive therapy in

(MORE)
reducing the frequency of seizures in adults and adolescents over 12 years of
age with medically refractory partial onset seizures. In addition to the U.S.,
the NCP System is currently approved for sale as a treatment for epilepsy in all
the member countries of the European Union, Canada, Australia and other markets.
VNS delivered by the NCP System is at various levels of investigational clinical
study as a potential treatment for depression, obesity and Alzheimer's disease.
In March 2001, Cyberonics received CE Mark Approval to sell VNS in the member
countries of the European Union as a treatment for patients with treatment
resistant or recurrent depression.

         This press release contains forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E
of the Securities Exchange Act of 1934, as amended. Such forward-looking
statements include statements concerning our intent to change the fiscal year
for which we report our financial results. For a discussion of important factors
that could affect the Company's activities and results, please refer to the
Company's Annual Report on Form 10-K for the year ended June 30, 2000 and the
Company's Quarterly Reports on Forms 10-Q for the three months ended September
30, 2000 and December 31, 2000.

NCP is a registered trademark of Cyberonics, Inc. VNS is a trademark of
Cyberonics, Inc.


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