FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person * BONSIGNORE MICHAEL R   2. Issuer Name and Ticker or Trading Symbol MEDTRONIC INC [MDT] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 180 E 79TH ST, PENTHOUSE E 3. Date of Earliest Transaction (Month/Day/Year) 08/31/2006 (Street) NEW YORK, NY 10021 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 08/31/2006   A   1,567.205 (1) A $ 44.6655 7,320.431 (2) D   Common Stock               1,534 I By IRA Account Common Stock               12,400 I By Michael Bonsignore Trust

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Phantom Stock

(3)

08/31/2006

A

373.1343

(4)

(4)

Common Stock

373.1343

$ 46.9

698.2166

D

Stock Options (Right to buy)

$ 46.91

09/01/2006

A

1,493

09/01/2006

09/01/2016

Common Stock

1,493

$ 0

1,493

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
BONSIGNORE MICHAEL R 180 E 79TH ST PENTHOUSE E NEW YORK, NY 10021	X

Signatures

Keyna P. Skeffington, Attorney-in-fact		09/05/2006
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(4)	Shares of phantom stock are payable in cash over 5 years upon retirement or the reporting person's termination. The reporting person may transfer his phantom stock into an alternative investment account at any time.
(1)	Deferred units acquired under the Medtronic, Inc. Outside Director Compensation Plan to be settled in Medtronic common stock upon the director's resignation or retirement in an election of lump sum or 5 annual payments.
(2)	This balance has increased by 50.907 due to exempt dividend equivalent transactions.
(3)	Each share of phantom stock represents the right to receive the cash value of one share of MDT common stock.

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