EXHIBIT 99.3


STATEMENT UNDER OATH OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL
OFFICER REGARDING FACTS AND CIRCUMSTANCES RELATING TO EXCHANGE ACT FILINGS


I, Terry L. Shepherd, state and attest that:

         (1)      To the best of my knowledge, based upon a review of the
                  covered reports of St. Jude Medical, Inc., and, except as
                  corrected or supplemented in a subsequent covered report:

                  o        no covered report contained an untrue statement of a
                           material fact as of the end of the period covered by
                           such report (or in the case of a report on Form 8-K
                           or definitive proxy materials, as of the date on
                           which it was filed); and

                  o        no covered report omitted to state a material fact
                           necessary to make the statements in the covered
                           report, in light of the circumstances under which
                           they were made, not misleading as of the end of the
                           period covered by such report (or in the case of a
                           report on Form 8-K or definitive proxy materials, as
                           of the date on which it was filed).

         (2)      I have reviewed the contents of this statement with the
                  Company's audit committee.

         (3)      In this statement under oath, each of the following, if filed
                  on or before the date of this statement, is a "covered
                  report":

                  o        the Annual Report on Form 10-K for the fiscal year
                           ended December 31, 2001 (Commission File No. 0-8672)
                           of St. Jude Medical, Inc.

                  o        all reports on Form 10-Q, all reports on Form 8-K and
                           all definitive proxy materials of St. Jude Medical,
                           Inc. filed with the Commission subsequent to the
                           filing of the Form 10-K identified above; and

                  o        any amendments to any of the foregoing.



/s/ Terry L. Shepherd                    Subscribed and sworn to before me
- ---------------------                    this 14th day of August, 2002.
Terry L. Shepherd
August 14, 2002

                                         /s/ Jennifer L. Bergman
                                         -----------------------
                                         Notary Public

                                         My Commission Expires: January 31, 2005



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