SecProbe.io

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Mail Stop 0306

April 6, 2005

Via Facsimile and U.S. Mail

Mr. Richard E. Davis
Chief Financial Officer
NMT Medical, Inc.
27 Wormwood Street
Boston, MA 02210

	Re: 	NMT Medical, Inc.
		Form 10-K for the year ended December 31, 2004
      SEC File No. 0-21001

Dear Mr. Davis:

      We have reviewed your filings and have the following
comments.
We have limited our review to those issues we have addressed in
our
comments.  Where indicated, we think you should revise your future
filings in response to these comments.  If you disagree, we will
consider your explanation as to why our comments are 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 supplemental information so we may better understand your
disclosure.  After reviewing this information, we may or may not
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 on 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 as of December 31, 2004

Notes to Financial Statements - Page A-7

Note 2, Summary of Significant Accounting Policies - Page A-7

     (i) Revenue Recognition - Page A-9
1. The critical accounting policies disclosure in your MD&A
indicates
that you record your royalty income net of royalty expenses paid
"where applicable."  Supplementally tell us the amounts of gross
royalty income and the expenses netted against the income for each
year presented.  Include in your response the references to
generally
accepted accounting principles upon which your relied for this
classification.

Item 9A, Controls and Procedures - Page 33

2. We note your disclosure that management has concluded that your
disclosure controls and procedures are "effective, in that they
provide reasonable assurance that information required to be
disclosed in the reports filed or submitted by us under the
Exchange
Act is recorded, processed, summarized and reported within the
time
periods specified in the SEC`s rules and forms."  In future
filings,
you must disclose, if true, that your disclosure controls and
procedures are "effective at the reasonable assurance level"
rather
than "effective, in that they provide reasonable assurance."  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>.  Please also
supplementally confirm this to us.
3. We note management`s conclusion that your disclosure controls
and
procedures are "effective, in that they provide reasonable
assurance
that information required to be disclosed in the reports filed or
submitted by us under the Exchange Act is recorded processed,
summarized and reported within the time periods specified in the
SEC`s rules and forms."  In future filings, please clarify, if
true,
that your officers concluded that your disclosure controls and
procedures are also effective to ensure that information required
to
be disclosed in the reports that you file or submit under the
Exchange Act is accumulated and communicated to your management,
including your chief executive officer and chief financial
officer,
to allow timely decisions regarding required disclosure.  See
Exchange Act Rule 13a-15(e).

Report of Independent Registered Public Accounting Firm - Page A-2
4. Have your auditor explain to us the reasons for including the
explanatory language relating to internal controls over financial
reporting.  Tell us how this is consistent with the PCAOB
standards.

*    *    *    *

      As appropriate, please respond to this comment within 10
business days or tell us when you will provide us with a response.
Please furnish a cover letter that keys your response to our
comments
and provides any requested supplemental information.  Detailed
cover
letters greatly facilitate our review.  Please file your cover
letter
on EDGAR.  Please understand that we may have additional comments
after reviewing your response to our comment.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require.
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 filings;
* staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff 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 Heather Tress, Staff Accountant, at (202)
824-
5263 or me at (202) 942-2861 if you have questions regarding
comments
on the financial statements and related matters.  In this regard,
do
not hesitate to contact Martin James, the Senior Assistant Chief
Accountant, at (202) 942-1984.

							Sincerely,

							Kate Tillan
							Reviewing Accountant
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Mr. Richard E. Davis
NMT Medical, Inc
April 6, 2005
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