FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person *   SCHWARZ JEFFREY E 2. Date of Event Requiring Statement (Month/Day/Year) 01/29/2007 3. Issuer Name and Ticker or Trading Symbol CYBERONICS INC [CYBX] (Last) (First) (Middle) 100 CYBERONICS BLVD 4. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) 5. If Amendment, Date Original Filed(Month/Day/Year) (Street) HOUSTON, TX 77058 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5) Common Stock 300,000 I See Footnotes (1) and (6) (1) (6) Common Stock 258,400 I See Footnotes (2) and (6) (2) (6) Common Stock 15,500 I See Footnotes (3) and (6) (3) (6) Common Stock 798,512 I See Footnotes (4) and (6) (4) (6) Common Stock 505,600 I See Footnotes (5) and (6) (5) (6)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
SCHWARZ JEFFREY E 100 CYBERONICS BLVD HOUSTON, TX 77058	  X	Â	Â	Â

Signatures

/s/ Jeffrey E. Schwarz		01/30/2007
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Metropolitan Capital Advisors, Inc. ("MetCap GP") is the general partner of Metropolitan Capital Advisors, L.P., which in turn is the general partner of Bedford Falls Investors, L.P., which holds 300,000 of the shares reported herein.
(2)	Metropolitan Capital III, Inc. ("Partners III GP") is the general partner of Metropolitan Capital Partners III, L.P., which in turn is the investment manager of Metropolitan Capital Advisors International Limited, which holds 258,400 of the shares reported herein.
(3)	Metropolitan Capital Select, L.L.C. ("Select GP") is the general partner of Metropolitan Capital Advisors Select Fund, L.P. ("Select"), which holds 15,500 of the shares reported herein.
(4)	Metropolitan SPV GP, L.L.C. ("SPV GP") is the general partner of Metropolitan SPV, L.P., which holds 798,512 of the shares reported herein.
(5)	KJ Advisors, Inc. ("Partners II GP") is the general partner of Metropolitan Capital Partners II, L.P., which in turn is the investment manager of six managed accounts, which collectively hold 505,600 of the shares reported herein.
(6)	Each of MetCap GP, Partners III GP, Select GP, SPV GP and Partners II GP (collectively, the "MetCap Entities") are controlled by Jeffrey E. Schwarz, either individually or jointly with others, and accordingly Mr. Schwarz makes or shares the power to make investment and voting decisions for the MetCap Entities. Accordingly, Mr. Schwarz may be deemed for purposes of Section 16 of the Exchange Act to be an indirect beneficial owner of the shares reported herein. Mr. Schwarz expressly disclaims beneficial ownership of all such shares except to the extent of his pecuniary interest therein. This report shall not be deemed an admission that Mr. Schwarz is a beneficial owner of the shares reported herein for purposes of Section 16 or for any other purpose.

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