UNITED ~~STATES SECURITIES~~ ~~AND EXCHANGE COMMISSION~~STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report Pursuant to Section 13 or 15(d) of ~~the Securities Exchange Act of 1934~~

~~Date~~the Securities ofExchange ~~Report~~Act ~~(Date~~ of ~~earliest event reported): September 7, 2004~~1934

Date of Report (Date of earliest event reported): September 22, 2004

ENDOCARDIAL SOLUTIONS, INC.

(Exact name of registrant as specified in its charter)

Delaware	0-22233	41-1724963
(State or other jurisdiction of incorporation)	(Commission file number)	(I.R.S. Employer Identification No.)

1350 Energy Lane, Suite 110, St. Paul, Minnesota		55108
(Address of principal executive offices)		(Zip Code)

(651) 523-6900

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o ý Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

On September 7, 22, 2004, Endocardial Solutions, Inc.(the “Company”) entered into a ~~Change~~limited inwaiver and ~~Control~~amendment ~~Agreement~~to loan documents with ~~Patrick~~Silicon ~~Wethington~~Valley Bank (the “Amendment”). Under the Amendment, the parties extended the maturity date under the Company’s Loan and Security ~~Vice~~Agreement, ~~President~~dated ~~Worldwide~~September ~~Sales~~24, 2003, with Silicon Valley Bank from September 24, 2004 to December 23, 2004. ~~This~~Silicon ~~agreement~~Valley ~~provides~~Bank ~~for~~also ~~the~~waived ~~payment~~a oftechnical 12default ~~months~~which ~~base~~had ~~salary~~arisen toby ~~Mr.~~virtue ~~Wethington~~of the iffact ~~his~~that ~~employment~~funds ~~with~~used by the Company’s ~~terminates~~European ~~under~~subsidiary ~~certain~~had ~~circumstances~~not been ~~following~~maintained ain ~~change~~an inaccount ~~control. The terms~~subject ofto ~~this~~the loan and security agreement. The ~~are~~Company ~~substantially~~has ~~similar~~since toestablished ~~the~~a ~~terms~~European bank ~~set~~account ~~forth~~governed inby the ~~Form~~ ofloan ~~Change~~and insecurity ~~Control~~agreement. A ~~Agreement~~copy ~~filed~~of asthe ~~Exhibit~~amendment ~~10.25~~ to the ~~Company’s~~loan and ~~Annual~~security ~~Report~~agreement onis ~~Form~~filed as Exhibit 10-K.1 ~~for~~to, ~~the~~and ~~year~~incorporated ~~ended~~by ~~December 31~~reference in, ~~2000~~this ~~(File No~~report. ~~0-22233)).~~

~~SIGNATURE~~On September 23, 2004, the Company entered into an Agreement and Plan of Merger with St. Jude Medical, Inc., a Minnesota corporation, and Dragonfly Merger Corp., a Delaware corporation and wholly owned subsidiary of St. Jude Medical, Inc. Under the merger agreement, St. Jude Medical would acquire the Company for $11.75 in cash per share of common stock of the Company. Pursuant to the merger agreement, St. Jude Medical’s obligation to acquire the Company is conditioned upon, among other things, regulatory approvals and approval by the Company’s stockholders. A copy of the merger agreement is filed as Exhibit 2.1 to, and incorporated by reference in, this report. A copy of the joint press release announcing the transaction is filed as Exhibit 99.1 to, and incorporated by reference in, this report.

~~Pursuant~~In toconnection with the ~~requirements~~merger ofagreement, the ~~Securities~~Rights ~~Exchange~~Agreement, ~~Act~~dated as of ~~1934~~August 25, 1999, between the ~~registrant~~Company ~~has~~and ~~duly~~Wells ~~caused~~Fargo ~~this~~Bank, ~~report~~N.A., as Rights Agent, was amended as of September 23, 2004, a copy of which amendment (the “Rights Agreement Amendment”) is filed as Exhibit 4.1 to, beand ~~signed~~incorporated onby reference in, this report. The Rights Agreement Amendment exempts St. Jude Medical and its ~~behalf~~affiliates byand the transactions contemplated ~~undersigned,~~by ~~hereunto~~the ~~duly~~merger ~~authorized~~agreement from triggering the rights set forth in the Rights Agreement.

~~Date: September 13,~~Item ~~2004~~9.01. Financial Statements and Exhibits.

~~ENDOCARDIAL SOLUTIONS, INC~~(c) Exhibits. ~~By: /s/ J. Robert Paulson, Jr. Name: J. Robert Paulson, Jr. Title: Chief Financial Officer~~

2.1		Agreement and Plan of Merger, dated as of September 23, 2004, by and among the Company, St. Jude Medical, Inc. and Dragonfly Merger Corp.

4.1		Amendment No. 1 to Rights Agreement, dated as of September 23, 2004, between the Company and Wells Fargo Bank, N.A.

10.1		Limited Waiver and Amendment to Loan Documents dated as of September 22, 2004, by and between the Company and Silicon Valley Bank

99.1		Joint Press Release, dated September 23, 2004, issued by the Company and St. Jude Medical, Inc.

SIGNATURE

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.

Date: September 27, 2004

	ENDOCARDIAL SOLUTIONS, INC.


	By:		/s/ J. Robert Paulson, Jr.
		Name: J. Robert Paulson, Jr.
		Title: Chief Financial Officer

EXHIBIT INDEX

Exhibit No.		Description

2.1		Agreement and Plan of Merger, dated as of September 23, 2004, by and among the Company, St. Jude Medical, Inc. and Dragonfly Merger Corp.

4.1		Amendment No. 1 to Rights Agreement, dated as of September 23, 2004, between the Company and Wells Fargo Bank, N.A.

10.1		Limited Waiver and Amendment to Loan Documents dated as of September 22, 2004, by and between the Company and Silicon Valley Bank

99.1		Joint Press Release, dated September 23, 2004, issued by the Company and St. Jude Medical, Inc.

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