UNITES 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): October 13, 2006

Medtronic, Inc.

(Exact name of Registrant as Specified in its Charter)

Minnesota (State or other jurisdiction of incorporation)		1-7707 (Commission File Number)		41-0793183 (IRS Employer Identification No.)
710 Medtronic Parkway Minneapolis, Minnesota				55432
(Address of principal executive offices)				(Zip Code)
(Registrant’s telephone number, including area code): (763) 514-4000
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:

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

 

 

Item 8.01. Other Events.

     On October 13, 2006, Medtronic, Inc. issued a press release announcing it had been notified of an unsolicited “mini-tender” offer by TRC Capital Corporation of Toronto for TRC to purchase up to two million shares, or less than .2 percent of the outstanding Medtronic common stock, at a price of $47.75 per share. Medtronic, Inc. does not recommend this offer. A copy of the press release is attached as Exhibit 99.1 to this report.

Item 9.01. Financial Statements and Exhibits.

     (d) Exhibit 99.1       Press release of Medtronic, Inc. dated October 13, 2006.

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.

EXHIBIT INDEX

Medtronic, Inc.
Form 8-K Current Report

Exhibit Number		Description
99.1		Press release dated October 13, 2006