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): February 8, 2006

Cyberonics, Inc.
__________________________________________
(Exact name of registrant as specified in its charter)

Delaware	000-19806	76-0236465
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
100 Cyberonics Blvd., Houston, Texas		77058
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

Registrant’s telephone number, including area code: 2812287200

Not Applicable
______________________________________________
Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

Compensation of Executive Officers.

Salary Adjustments. Effective on February 6, 2006, the Chairman and Chief Executive Officer and each of the officers of Cyberonics, Inc. (the "Company") voluntarily agreed to a 10% reduction in salary until such time as the Company reports positive quarterly earnings before non-cash charges.

Item 2.02 Results of Operations and Financial Condition.

On February 8, 2006, Cyberonics, Inc. (the "Company"), issued a press release announcing financial results for the third quarter ended January 27, 2006 of its fiscal year ending April 28, 2006. The Company will conduct a conference call on February 8, 2006 during which it will discuss the matters addressed in the press release and a slide presentation available on the Company's website at www.cyberonics.com. A copy of the Company's press release is furnished as Exhibit 99.1 on this Form 8-K.

Item 9.01 Financial Statements and Exhibits.

Exhibit 99.1 - Press Release of Cyberonics, Inc. dated February 8, 2006.

The information contained in item 2.02 of this report on Form 8-K, including Exhibit 99.1, shall not be deemed "filed" for purposes of Section 18 of the Securities Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such a filing.

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.

	Cyberonics, Inc.
February 8, 2006	By:	/s/ David S. Wise
		Name: David S. Wise
		Title: Secretary

Exhibit Index

Exhibit No.	Description
99.1	Press Release of Cyberonics, Inc. dated February 8, 2006