SecProbe.io

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Mail Stop 6010

								December 23, 2005

Via U.S. Mail and Facsimile

Mr. Roderick de Greef
Chief Financial Officer
Cambridge Heart, Inc.
1 Oak Park Drive
Bedford, MA 01730

Re:	Cambridge Heart, Inc.
	Form 10-K for Fiscal Year Ended December 31, 2004
      Filed March 30, 2005
	File No. 000-20991

Dear Mr. de Greef:

      We have limited our review of your filing to those issues we
have addressed in our comments.  Where indicated, we think you
should
revise your document in future filings in response to these
comments.
If you disagree, we will consider your explanation as to why our
comment is inapplicable or a revision is unnecessary.  Please be
as
detailed as necessary in your explanation.  In some of our
comments,
we may ask you to provide us with information so we may better
understand your disclosure.  After reviewing this information, we
may
raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Form 10-K for the Year Ended December 31, 2004

Item 8. Financial Statements and Supplementary Data, page 30

Report of Independent Registered Public Accounting Firm, page 31

1. We note that your Report of Independent Registered Public
Accountants is signed by Vitale, Caturano and Company, Ltd.  We
note
that the firm appears to be registered with the PCAOB as Vitale,
Caturano and Company, P.C.  Please tell us whether your accounting
firm has listed both names on their PCAOB application or if the
firm
has changed their legal name.  If both names are listed on the
application with the PCAOB, please also include the accounting
firm`s
PCAOB registered name on audit reports in future filings.
Alternatively, if the accounting firm has changed their legal
name,
tell us whether they have notified the PCAOB of this change.

Note 8. Convertible Preferred Stock, page 43

2. We note your issuance of preferred stock on December 6, 2004.
Additionally we see the presentation of the preferred stock in the
mezzanine section of your balance sheet.  Please tell us and
disclose
in future filings the basis for your presentation, including
whether
you believe the preferred stock is more akin to debt or equity
under
paragraph 12(a) of SFAS 133, citing applicable literature and
terms
of your agreements. Please clearly indicate all significant terms,
including any redemption provisions.  If you determine that the
preferred stock is more akin to debt then provide your analysis of
whether or not the instrument meets the scope exception of
paragraph
11(a) of SFAS 133 by discussing the conversion feature under
paragraphs 12-32 of EITF 00-19.

3. In regards to the valuation of the warrants and beneficial
conversion feature, please revise future filings to disclose the
significant assumptions underlying the valuation including the
term,
volatility, dividend rate, and discount rate.

4. Please tell us the basis for your presentation of the warrants
in
the mezzanine section of your balance sheet.  In addition, tell us
why these are not accounted for as derivative liabilities under
SFAS
133 and EITF 00-19 since they are subject to the same registration
rights agreement as the preferred stock, the conversion price is
subject to adjustment, and there is a cashless exercise provision.

Form 10-Q for the Quarterly Period Ended September 30, 2005

Note 2. Summary of Significant Accounting Policies, page 7

Stock-Based Compensation, page 7

5. We note that on August 15, 2005 you entered into individual
option
exchange agreements with four officers, which resulted in
2,686,750
options being cancelled and replaced with 2,975,000 options and on
September 19, 2005 you exchanged 805,000 options with five members
of
the Board of Directors.  Please tell us your accounting for these
option exchanges citing applicable literature, including FIN 44.

       As appropriate, please respond to these comments within 10
business days or tell us when you will provide us with a response.
Please furnish a cover letter that keys your responses to our
comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  When sending supplemental
information regarding this filing, please include the following
ZIP+4
code in our address: 20549-6010.  Please understand that we may
have
additional comments after reviewing your amendment and responses
to
our comments.

	 We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

	You may contact Lynn Dicker at (202) 551-3616 or me at (202)
551-3676 if you have questions regarding comments on the financial
statements and related matters.  In this regard, do not hesitate
to
contact Martin James, Senior Assistant Chief Accountant, at (202)
551-3671.

      Sincerely,

Brian Cascio
Accounting Branch Chief

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Mr. Roderick de Greef
Cambridge Heart, Inc.
December 23, 2005
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