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[GIBSON, DUNN & CRUTCHER LLP LETTERHEAD]

gconklin@gibsondunn.com

April 14, 2005

    (415) 393-8263

    C 92694-00009

(415) 374-8418

VIA EDGAR AND MESSENGER

Martin James

Senior Assistant Chief Accountant

Division of Corporation Finance

Securities and Exchange Commission

Mail Stop 4-6

450 Fifth Street, N.W.

Washington, D.C. 20549

    Re:

    Thoratec Corporation

    Form 10-K for the fiscal year ended January 1, 2005

          Filed March 16, 2005

    Form 8-K as of February 1, 2005

    File No. 0-49798

Dear Mr. James:

     On behalf of Thoratec Corporation, a California corporation (“Thoratec”), we respond to the
comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) in
the letter dated April 6, 2005 (the “Comment Letter”), relating to (i) Thoratec’s Annual Report on
Form 10-K for the year ended January 1, 2005, and (ii) Thoratec’s Current Report on Form 8-K
furnished to the Commission on February 1, 2005. For ease of reference, the headings and numbered
paragraphs below correspond to the headings and numbered comments in the applicable Comment Letter.
Each response of Thoratec is set forth in ordinary type beneath the corresponding Staff comment
from the applicable Comment Letter appearing in bold type.

Securities and Exchange Commission

April 14, 2005

Page 2

    Form 10-K for the fiscal year ended January 1, 2005

Item 9A. Controls and Procedures — Page 70

    1.
    We note your statement included in your disclosure that management has concluded that your
disclosure controls and procedures “were effective in providing reasonable assurance that
information required to be disclosed by the company in the reports that it files or submits
under the Exchange Act is recorded, processed, summarized and reported within the time periods
specified in the SEC’s rules and forms.” We have the following comments:

    a)
    It does not appear that your certifying officers have reached a conclusion that
your disclosure controls and procedures are effective. Please revise to state, in
clear and unqualified language, your officers’ conclusions regarding the effectiveness
of your disclosure controls and procedures.

    b)
    The language that is currently included after the word “effective” in your
disclosure appears to be superfluous, since the meaning of “disclosure controls and
procedures” is established by Rule 13a-15(e) of the Exchange Act. Please revise to
limit your conclusion to state simply whether the disclosure controls and procedures
were effective. However, if you elect to retain qualifying language in your
disclosure, revise so that the language is fully consistent with the definition of
disclosure controls and procedures contained in Rule 13a-15(e). In this regard, please
note that the term “reasonable assurance” does not appear in the definition of
disclosure controls and procedures as set forth in the rule.

    In response to the Staff’s comment, please see Thoratec’s proposed revisions to
Item 9A attached hereto as Attachment 1.

    2.
    We note your statement that a “control system, no matter how well conceived and operated, can
provide only reasonable assurances that the objectives of the control system are met.” Please
revise to state clearly, if true, that your disclosure controls and procedures are designed to
provide reasonable assurance of achieving their objectives and that your principal executive
officer and principal financial officer concluded that your disclosure controls and procedures
are effective at that reasonable assurance level. In the alternative, remove the reference to
the level of assurance of your disclosure controls and procedures. Please refer to Section
II.F.4 of Management’s Reports on Internal Control Over Financial Reporting and Certification
of Disclosure in Exchange Act Periodic Reports, SEC Release No. 33-8238, available on our
website at <http.//www.sec.gov/rules/final/33-8238.htm>.

    In response to the Staff’s comment, please see Thoratec’s proposed revisions to
Item 9A attached hereto as Attachment 1.

Securities and Exchange Commission

April 14, 2005

Page 3

    Form 8-K dated February 1, 2005

Exhibit 99.1 — Press Release, dated February 1, 2005, regarding year ended 2004 results

Management’s Reasons for Presenting Non-GAAP Financial Measures — Page 3

    3.
    We note you present a measure of taxed cash earnings. You indicate that you use this measure
in part for forecasting and budgeting. Based on the title of the measure and your discussion
regarding the use of the measure, it appears that this measure is both a performance measure
and a liquidity measure. However, we note you have only reconciled the measure to net income.

    a)
    Revise future filings to present a separate reconciliation of the measure to
the most directly comparable liquidity measure calculated in accordance with GAAP, or
supplementally tell us why you believe your current disclosures and reconciliation
comply with Regulation G.

    b)
    Alternatively, revise future filings to clarify how you use the measure and use
a descriptive title that clearly indicates how the non-GAAP measure is used and
derived.

    c)
    Please supplementally provide us with your proposed revised disclosures.

     In response to the Staff’s comment, Thoratec respectfully advises the Staff that Thoratec’s
“taxed cash earnings” measure is only a measure of performance and not a measure of cash flows or
liquidity. This measure, which Thoratec will refer to in subsequent press releases and filings,
and we will refer to in this letter, as “non-GAAP net income,” includes significant non-cash items
such as depreciation and amortization of property, plant and equipment; amortization of investment
premiums and discounts; amortization of deferred debt expenses; and gains and losses on asset
disposals. Additionally, there are significant cash items, such as certain litigation1,
merger2 and restructuring3 expenses that have been excluded from the non-GAAP
net income measure based on their infrequent or unusual nature.

    1

    Litigation expenses excluded from non-GAAP net
income consist of legal expenses and a legal settlement related to claims that
are infrequent or unusual for Thoratec. This includes the settlement and
related legal expenses of a patent infringement claim in 2003, as well as legal
expenses related to securities law and anti-trust litigation initiated against
Thoratec in 2004. Thoratec is not regularly involved in patent
infringement, securities
law or anti-trust litigation.

    2

    Merger expenses excluded from non-GAAP net income
are related to Thoratec’s merger with Thermo Cardiosystems, Inc. (“TCA”) in
February 2001. These expenses include non-recurring merger-related expenses
such as employee severance, pre-merger employee

[Footnote continued on next page]

Securities and Exchange Commission

April 14, 2005

Page 4

     Given the nature of the items included or excluded from the non-GAAP net income measure,
Thoratec believes that this is only a performance measure, not a cash flows or liquidity measure.
In Thoratec’s press releases and filings with the Commission, Thoratec always presents a complete
reconciliation of this non-GAAP net income measure to the most directly comparable GAAP measure,
income (loss) before taxes. However, in order to clarify how this measure is derived, Thoratec
proposes, as described above, to change the title from “taxed cash earnings” to “non-GAAP net
income” in future press releases and filings. Thoratec also proposes to clarify in future press
releases and filings that this measure is not a measure of cash flows or liquidity, as well as how
management uses this measure. Please see Thoratec’s proposed revisions to future press releases
and filings of Exhibit 99.1 – Press Release, attached hereto as Attachment 2.

    4.
    We note that you also present the measure “taxed cash earnings per share.” SFAS 95 prohibits
the presentation of cash flow information per share. In addition, the SEC staff indicated in
Question 11 of the Frequently Asked Questions Regarding the Use of Non-GAAP Financial Measures
that the GAAP prohibition on presenting cash flow per share is maintained and per share
measures of liquidity continue to be prohibited- Revise future filings to remove this measure
or tell us why you believe presentation of this measure is appropriate.

     In response to the Staff’s comment, as noted in the response to Question 3 above, Thoratec
respectfully advises the Staff that the non-GAAP net income measure is only a measure of
performance and not a measure of liquidity. Additionally, given the nature of the items included
or excluded from the measure (also set forth in the response to Question 3), it is not a cash flow
or liquidity measure and, therefore, Thoratec believes that the per share disclosure of non-GAAP
net income complies with SFAS 95 and Regulation G. However, Thoratec proposes, as described above,
to clarify how this measure is derived by changing the title in future press releases and filings
from “taxed cash earnings per share” to “non-GAAP net income per share”. Please see Thoratec’s
proposed revisions to future press releases and filings of Exhibit 99.1 – Press Release, attached
hereto as Attachment 2.

******************

    [Footnote continued from previous page]

    retention costs and outside
consulting, accounting and legal services. Thoratec has not been involved in
any mergers since merging with TCA.

    3

    Restructuring expenses excluded from non-GAAP net
income are related to Thoratec’s June 2001 restructuring plan to consolidate
all ventricular assist device manufacturing operations at its Pleasanton,
California facility. After the completion of this restructuring plan in the
first quarter of 2003, Thoratec has not undertaken any further restructuring
actions.

Securities and Exchange Commission

April 14, 2005

Page 5

     Thoratec respectfully requests an expedited review and response from the Staff with respect to
the matters relating to this letter. As always, Thoratec remains available and desires to discuss
any remaining issues with the Staff in order resolve these items as soon as possible.

     Attached hereto as Attachment 3 is the written statement of Thoratec requested by the Staff on
page 4 of the Comment Letter.

     If you have any questions or comments regarding the foregoing, please do not hesitate to call
me at (415) 393-8263.

Sincerely,

/s/ Gregory J. Conklin

Gregory J. Conklin

    cc:
    David Lehman, Esq., Thoratec Corporation

ATTACHMENT 1

Item 9A. Controls and Procedures

     Attached as exhibits to this Form 10-K are certifications of our Chief Executive Officer and
principal financial officer, which are required in accordance with Rule 13a-14 of the Securities
Exchange Act of 1934, as amended. This “Controls and Procedures” section includes information
concerning the controls and controls evaluation referred to in the certifications. Item 8 of this
Form 10-K sets forth the report of Deloitte & Touche LLP, our independent registered public
accounting firm, regarding its audit of our internal control over financial reporting and of
management’s assessment of internal control over financial reporting. This section should be read
in conjunction with the certifications and the Deloitte & Touche LLP report for a more complete
understanding of the topics presented.

Disclosure Controls and Procedures

     An evaluation was performed under the supervision and with the participation of our
management, including our Chief Executive Officer and principal financial officer, of the
effectiveness of the design and operation of our disclosure controls and procedures, as defined in
Rule 13a-15(e) under the Exchange Act, as of January 1, 2005. The evaluation of our disclosure
controls and procedures included a review of our processes and implementation and the effect on the
information generated for use in this Annual Report on Form 10-K. In the course of this
evaluation, we sought to identify any significant deficiencies or material weaknesses in our
disclosure controls and procedures, to determine whether we had identified any acts of fraud
involving personnel who have a significant role in our disclosure controls and procedures, and to
confirm that any necessary corrective action, including process improvements, was taken. This type
of evaluation is done quarterly so that our conclusions concerning the effectiveness of these
controls can be reported in our periodic reports filed with the SEC. The overall goals of these
evaluation activities are to monitor our disclosure controls and procedures and to make
modifications as necessary. We intend to maintain these disclosure controls and procedures,
modifying them as circumstances warrant.

     Based on that evaluation, our management, including the Chief Executive Officer and principal
financial officer, concluded that as of January 1, 2005 the Company’s disclosure controls and
procedures, as defined in Rule 13a-15(e) under the Exchange Act, were effective.

Changes to Internal Controls

     Prior to year end 2004, as part of the implementation of the Section 404 of the Sarbanes Oxley
Act, the Company instituted internal controls which were designed to and did detect the situation
which resulted in the restatement of the pro forma stock compensation fair value disclosures for
the years ended January 3, 2004 and December 28, 2002. Management concluded that the control
deficiency which resulted in the restatement was not indicative of a material weakness in internal
controls as of January 1, 2005. There have been no other changes

in our internal controls over financial reporting during the fiscal year ended January 1, 2005
that have materially affected or are reasonably likely to materially affect our internal control
over financial reporting.

Inherent Limitations on Controls and Procedures

     Our management, including the Chief Executive Officer and the principal financial officer,
does not expect that internal controls will prevent all error and all fraud. A control system, no
matter how well designed and operated, can only provide reasonable assurances that the objectives
of the control system are met. The design of a control system reflects resource constraints; the
benefits of controls must be considered relative to their costs. Because there are inherent
limitations in all control systems, no evaluation of controls can provide absolute assurance that
all control issues and instances of fraud, if any, within the company have been or will be
detected. As these inherent limitations are known features of the financial reporting process it
is possible to design into the process safeguards to reduce, though not eliminate, these risks.
These inherent limitations include the realities that judgments in decision-making can be faulty
and that breakdowns occur because of simple error or mistake. Controls can be circumvented by the
individual acts of some persons, by collusion of two or more people, or by management override of
the control. The design of any system of controls is based in part upon certain assumptions about
the likelihood of future events. While our disclosure controls and procedures are designed to
provide reasonable assurance of achieving their objectives, there can be no assurance that any
design will succeed in achieving its stated goals under all future conditions; over time, controls
may become inadequate because of changes in conditions or deterioration in the degree of compliance
with the policies or procedures. Because of the inherent limitations in a cost-effective control
system, misstatements due to error or fraud may occur and not be detected.

     We intend to review and evaluate the design and effectiveness of our disclosure controls and
procedures on an ongoing basis and to improve our contr