Item 8.01. Other Events.

On April 29, 2009, Medtronic notified The Depository Trust Company that the Conversion Rate (as defined in each of the Indentures by and between Medtronic, Inc. and Wells Fargo Bank, N.A., as trustee, dated as of April 18, 2006) for Medtronic's 1.50% Convertible Senior Notes due 2011 and 1.625% Convertible Senior Notes due 2013 (collectively, the "Notes") was adjusted to 18.0474 shares of Common Stock per $1,000 principal amount of Notes. The adjustment reflects the cumulative impact of Medtronic's payment of regular cash dividends since the issuance date of the Notes, and is being made on a carryforward basis under
Section 10.14 of the applicable Indentures.

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