MEDTRONIC INSTENT INC
15-12G, 1996-07-12
SURGICAL & MEDICAL INSTRUMENTS & APPARATUS
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                     FORM 15

Certification  and Notice of Termination of Registration  under Section 12(g) of
the Securities  Exchange Act of 1934 or Suspension of Duty to File Reports under
Sections 13 and 15(d) of the Securities Exchange Act of 1934.

                         Commission File Number 0-26204

            MEDTRONIC INSTENT, INC. (formerly known as INSTENT INC.)
               (Exact name of registrant as specified in charter)

                                 6271 Bury Drive
                          Eden Prairie, Minnesota 55346
                                 (612) 937-0322
               (Address, including zip code, and telephone number,
       including area code, of registrant's principal executive officers)

                   Common Stock, Par Value $.01 Per Share (1)
            (Title of each class of securities covered by this Form)

                                      None
             (Titles of all other classes of securities for which a
           duty to file reports under Section 13(a) or 15(d) remains)

(1) Effective June 28, 1996,  each share of the  Registrant's  Common Stock then
outstanding  was canceled and  converted  into the right to receive  0.3833 of a
share of common stock, par value $.10 per share of Medtronic,  Inc.  (Commission
File  No.  1-7707)   pursuant  to  the  terms  of  the  Agreement  and  Plan  of
Reorganization  dated March 22, 1996,  among  Medtronic,  Inc., BYR  Acquisition
Corp. and the  Registrant.  The  Registrant is now a wholly-owned  subsidiary of
Medtronic, Inc.

Please place an X in the box(es) to designate the appropriate rule  provision(s)
relied upon to terminate or suspend the duty to file reports:

         Rule 12g-4(a)(1)(i)        [X]        Rule 12h-3(b)(1)(ii)         [ ]
         Rule 12g-4(a)(1)(ii)       [ ]        Rule 12h-3(b)(2)(i)          [ ]
         Rule 12g-4(a)(2)(i)        [ ]        Rule 12h-3(b)(2)(ii)         [ ]
         Rule 12g-4(a)(2)(ii)       [ ]        Rule 15d-6                   [ ]
         Rule 12h-3(b)(1)(i)        [X]

Approximate  number of holders of record as of the certification or notice date:
1

Pursuant to the requirements of the Securities  Exchange Act of 1934,  MEDTRONIC
INSTENT, INC. has caused this certification/notice to be signed on its behalf by
the undersigned duly authorized person.

DATE:    July 12, 1996                      MEDTRONIC INSTENT, INC.

                                            By    /s/ Sven Wehrwein
                                                  Sven Wehrwein
                                                  Chief Financial Officer



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