MEDTRONIC INC
8-K, 1997-02-19
ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS
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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    Form 8-K

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                       Securities and Exchange Act of 1934

                       Date of Report - February 18, 1997


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


    Minnesota                         1-7707                   41-0793183
(State or other Jurisdiction      (Commission File            (IRS Employer
 of incorporation)                   Number)               Identification No.)




                            7000 Central Avenue N.E.
                        Minneapolis, Minnesota 55432-3576
              (Address of principal executive offices and zip code)



                                 (612) 574-4000
              (Registrant's telephone number, including area code)





<PAGE>



ITEM 5.  Other Events

         On February 18, 1997, the registrant issued a press release  announcing
         financial  results for its fiscal third quarter ended January 31, 1997.
         The full text of the press  release is set forth in Exhibit 99 attached
         hereto and is incorporated in this report as if fully set forth herein.

                                   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.

                                     MEDTRONIC, INC.
                                     (Registrant)


Date:  February 19, 1997          By: /s/ Robert L. Ryan
                                     Robert L. Ryan, Senior Vice President and
                                     Chief Financial Officer












<PAGE>

                                  EXHIBIT INDEX


 Exhibit No.                           Description

    99                                 Press release dated February 18, 1997


















[Medtronic Logo]                                     Christopher O'Connell
                                                              612/514-4917
Medtronic, Inc.                                                Dale Beumer
7000 Central Avenue, N.E.                                     612/514-3038
Minneapolis, Minnesota  55432-3576                      Investor Relations
Telephone (612) 574-4000
                                                                 Dick Reid
                                                          Public Relations
                                                              612/514-3052



F O R    I M M E D I A T E    R E L E A S E

MEDTRONIC REPORTS QUARTERLY EARNINGS UP 20.8 PCT.
AS DEFIBRILLATORS LEAD SALES GAINS

     MINNEAPOLIS,  MN, February 18, 1997 -- Medtronic,  Inc. (NYSE:  MDT), today
reported  third-quarter  net earnings of $128.7  million,  or $0.54 a share,  an
increase of 20.8 percent over earnings in the comparable period a year ago.

     Revenues were $598.7 million, compared with $530.1 million, up 15.0 percent
on a constant-currency  basis or 13.0 percent after recognizing negative effects
of the strengthening dollar in translation of foreign  currency-based  revenues.

     For nine months of fiscal  1997,  net  earnings  increased  25.4 percent as
revenues rose 16.7 percent  excluding the negative  effects of foreign  exchange
translation. Earnings were $384.5 million, or $1.60 a share, on revenues of $1.8
billion  compared  with  $306.7  million  and $1.29 a share on  revenues of $1.6
billion for nine months of fiscal 1996.

     Chairman and Chief  Executive  Officer  William W. George said,  "Medtronic
recorded its 11th consecutive quarter of earnings growth of more than 20 percent
year over  year.  This  growth  comes on top of the 49 percent  increase  in net
earnings recorded in the third quarter last year, thanks to strong contributions
from the Tachyarrhythmia and Neurological businesses this year."

     Medtronic's  Pacing  businesses  reported   double-digit   quarterly  sales
increases as revenue from the  Tachyarrhythmia  Management Business increased to
more  than  $100   million.   Medtronic's   Micro   Jewel(TM)   II   implantable
defibrillator,  introduced worldwide in late November,  drove unit sales to a 26
percent   increase  as  it  became  the  world's   most   frequently   implanted
defibrillator. Thera(R) i-Series(TM) pacemakers highlighted unit sales increases
of more  than 8  percent  in the  Bradycardia  Pacing  Business  while the newer
Medtronic.Kappa(TM)  400 pacemaker  systems were introduced in Europe at the end
of the quarter.
<PAGE>

     Sales of Neurological and diversified  businesses  increased by 58 percent.
Especially  strong  contributions  came from the  Medtronic  SynchroMed(R)  Drug
Infusion System used for intrathecal baclofen therapy in treatment of spasticity
related to both  spinal  and  cerebral  conditions.  Medtronic  PS  Medical  and
Medtronic Synectics also scored excellent sales increases. A new, cost-effective
therapy for cancer pain,  the Medtronic  AlgoMed(TM)  implantable  drug infusion
system, was launched in European markets during the quarter.

     Coronary stents led sales increases for Medtronic Vascular  businesses with
the Medtronic Wiktor(R) product performing well in Japanese markets and both the
Wiktor(R)-i and Medtronic beStent(TM) devices gaining sales momentum in Europe.

     Cardiac Surgery businesses were highlighted by double-digit sales growth in
heart valves and surgical cannulae. A new Medtronic blood oxygenator, the Maxima
Forte(TM),  joined the  cardiopulmonary  product  line and began moving into the
world's surgical suites in January.

     Medtronic,  Inc.,  headquartered  in  Minneapolis,  is the world's  leading
medical technology company  specializing in implantable and invasive  therapies.
Its Internet address is http://www.medtronic.com.

                              -tabulation follows-



<PAGE>
                                 MEDTRONIC, INC.
                       CONSOLIDATED STATEMENT OF EARNINGS
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                         Three months ended                    Nine months ended
                                                   ---------------------------------     ----------------------------
                                                     Jan. 31             Jan. 26           Jan. 31        Jan. 26
                                                      1997                 1996              1997           1996
                                                   ------------        -------------     -------------  -------------
                                                             (in thousands, except per share data)
<S>                                              <C>                 <C>               <C>              <C> 


Net sales                                        $     598,749       $      530,070    $    1,797,771   $  1,574,993

Costs and expenses:
  Cost of products sold                                152,314              143,640           458,955        440,710
  Research and development expense                      69,531               63,318           203,459        173,038
  Selling, general, and
    administrative expense                             188,517              164,248           569,191        505,686
  Interest expense                                       1,536                1,842             6,148          5,850
  Interest income                                       (9,650)              (7,031)          (26,971)       (21,606)
                                                   ------------        -------------     -------------  -------------
    Total costs and expenses                           402,248              366,017         1,210,782      1,103,678
                                                   ------------        -------------     -------------  -------------

Earnings before income taxes                           196,501              164,053           586,989        471,315

Provision for income taxes                              67,793               57,491           202,511        164,624
                                                   ------------        -------------     -------------  -------------

Net earnings                                     $     128,708       $      106,562    $      384,478   $    306,691
                                                   ============        =============     =============  =============

Weighted average shares outstanding                    239,957              238,469           239,703        236,903

Earnings per share                               $        0.54       $         0.45    $         1.60   $       1.29
                                                   ============        =============     =============  =============
</TABLE>


The  FY96  amounts  have  been  restated  to  reflect  the  May  and  June  1996
acquisitions  of AneuRx,  Inc.  and InStent  Inc.  which were  accounted  for as
poolings of interests.



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