ANGEION CORP/MN
10-C, 1996-07-17
SURGICAL & MEDICAL INSTRUMENTS & APPARATUS
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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D. C. 20549

                                    FORM 10-C

                 REPORT BY ISSUER OF SECURITIES QUOTED ON NASDAQ
                          INTERDEALER QUOTATION SYSTEM

Filed pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 and
Rule 13a-17 or 15d-17 thereunder

                               ANGEION CORPORATION

                 (Exact name of issuer as specified in charter)

                         3650 Annapolis Lane, Suite 170
                           Minneapolis, MN 55447-5434

                    (Address of principal executive offices)

          Issuer's telephone number, including area code (612) 550-9388

This document consists of 2 pages and does not include any exhibits.


I. CHANGE IN NUMBER OF SHARES OUTSTANDING

Indicate any change (increase or decrease) of 5% or more in the number of shares
outstanding:

l.     Title of security: common stock, $.01 par value (the "Common Stock").

2.     Number of shares outstanding before the change: As of April 30, 1996,
       there were 24,212,207 shares of Common Stock issued and outstanding.

3.     Number of shares outstanding after the change: 28,412,207

4.     Effective date of change: July 8, 1996.

5.     Method of change: Public offering of 4,200,000 shares of Common Stock by
       Angeion Corporation pursuant to a Registration Statement on Form S-3
       (File No. 333-04993).

Dated: July 17, 996.

                                 /s/David L. Christofferson
                                 David L. Christofferson
                                 Vice President and Chief
                                 Financial Officer




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