SecProbe.io

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Mail Stop 03-06

May 20, 2005

Jal S. Jassawalla
President and Chief Financial Officer
World Heart Corporation
7799 Pardee Lane
Oakland, California 94621

Re:	World Heart Corporation
      Preliminary Schedule 14A Amended May 4, 2005
      File No. 000-28882

Dear Mr. Jassawalla:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document 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
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.

Preliminary Schedule 14A

General

1. We note your response to comment 3; however, it is unclear
where
you have identified the effect of abstentions and withheld votes
on
the vote required for approval of each proposal.

2. We reissue comment 14.  For example, we note your reference to
a
proposal "with or without amendment" in your Notice of Annual and
Special Meeting of Shareholders.

Amendment to September 2004 Warrants - Page 2

3. We reference your response to prior comment 11.  We continue to
believe that the transaction needs to comply with Exchange Act
Rule
13e-4.  You should, among other things, file under Schedule TO all
pre-commencement communications with your security holders,
including
the relevant information in your proxy statement.  See Instruction
1
to Rule 13e-4(c).  In addition, please tell us how the March 2003
option exchange referred to in your response to prior comment 72
complied with Rule 13e-4.

Voting Shares, Record Date and Principal Holders - Page 11

4. Please identify the natural persons who beneficially own the
shares held by the entities named in the table.

5. We reissue comment 15 in part.  Please provide the ownership of
your directors and officers as a group as required by Regulation
S-B
Item 403(b).

6. Please reconcile the number of shares beneficially owned as
stated
in the table with the aggregate number of shares beneficially
owned
described in each relevant footnote.

Three-Year History - Page 17

7. We reissue comment 19 because it appears that you have not
addressed the departure of Mr. Bryden or Mr. Griffin.

Intellectual Property - Page 23

8. We note your disclosure in response to prior comment 23.
Clarify
the extent of your business that would be impacted by patents that
expire in coming years.

Appointment of Auditors - Page 65

9. We note your response to prior comment 31.  Please revise your
disclosure to explain how directors will determine the auditors`
remuneration.

MedQuest Resolution - Acquisition of MedQuest- Page 66

10. Please expand your response to comment 33 to analyze in
details
how your transaction qualifies for the Section 4(2) exemption.

Background and Reasons for the MedQuest Acquisition - Page 66

11. Please revise to discuss the material terms of each of the
proposals made during the course of your negotiations with
MedQuest.
Your revised disclosure should provide shareholders with an
understanding of how, when and why the material terms of the
proposed
acquisition evolved during the course of the parties` discussions.
Your revised disclosure should include, among other things, the
terms
of the draft term sheet entered into on December 6, 2004 and the
terms of the revised sheet entered into on January 14, 2005.

Reasons for the MedQuest Acquisition - Page 64

12. We note your response to prior comment 36.  Please further
revise
your disclosure to provide greater detail regarding the analyses
conducted by the board.  For example, expand your disclosure
regarding the comparable acquisitions considered that the board in
determining the level of consideration to be paid in connection
with
the MedQuest acquisition to include the consideration paid, stage
of
development of the target`s product candidates, or any other
factors
considered by the board in comparing these transactions.

Maverick Agreement . . .  - Page 80

13. Please tell us supplementally the amount and nature of the
"specified holdbacks" referenced in the last sentence of the
second
paragraph on page 81.  If material, please revise your disclosure
accordingly.

ESOP Resolution . . .  - Page 85

14. Please clarify where the 12% and 10% figures fall within the
ranges suggested by the data studied by the board.  Also clarify
how
the 10% will be allocated among all of the executive officers.

15. We note your revised disclosure in response to prior comment
64.
Revise the fourth full paragraph on page 86 to clarify that you
have
described all material United States federal income tax
consequences
and expand your subsequent disclosure if necessary to disclose all
material consequences.

World Heart Financial Statements

General

16. The financial statements should be updated, as necessary, to
comply with Rule 3-12 of Regulation S-X.

Auditors` Report - Page B-1-3

17. We note your response to comment 65.  We understand that your
report was issued by Canadian auditors but the opinion was issued
in
accordance with GAAS in Canada and the standards of the Public
Company Accounting Oversight Board in the United States.  The
meaning
of "the standards of the Public Company Accounting Oversight
Board"
refers to compliance with Statements of Auditing Standards.
Please
have your auditors revise their report to include at the end of
the
second paragraph the following sentence:   "We believe that our
audits provide a reasonable basis for our opinion".  Refer to SAS
58
or AU 508.

Notes to the Consolidated Financial Statements - Page B-1-9

Note 3:  Significant Accounting Policies - Page B-1-9

(m) Government assistance - Page B-1-11

18. We note your response to comment 70. Your revised disclosure
also
indicates that government assistance is applied to reduce the
carrying value of any assets acquired.  Grants that relate to
depreciable property and equipment should be reflected in income
over
the useful lives of the related assets.  Please revise or advise
us.

Management`s Discussion and Analysis of Financial Condition and
Results of Operations - Page C-1-1

Research and development - Page C-1-5

19. Please clarify why the Ministry is seeking repayment of the
claim
and is not making any further payments.

Commitments - Page C-1-12

20. We note your response to our comment 77.  Revise to include
the
total outstanding convertible debentures of $15,316,563 in the
total
column.

Pro Forma Financial Statements - Page F-1

U.S. GAAP Unaudited Pro Forma Combined Condensed Statements of
Operations - Page F-2

21. Revise to separate gains on forgiveness of accrued interest
presented in MedQuest`s historical financial statements from
interest
expense and financing costs so the line item interest expense and
financing costs does not appear as an income item.

Notes to the Unaudited Pro Forma Combined Condensed Financial
Statements - Page F-4

22. Reference is made to adjustment 1(a).  MedQuest`s equity
balances
reflected in this note do not agree to the actual pro forma
adjustment reflected on the page F-3.  Please revise to make the
balances in agreement or delete the balances shown in the note to
adjustment 1(a).

23. Reference is made to adjustment 1(b).  We note that cash is
adjusted to reflect the change in basis from historical cost to
estimated fair value.  Please supplementally tell us why cash is
being adjusted to fair value.  It appears that a portion of the
adjustment is made due to the fact that MedQuest is retaining cash
of
$325,000.  We would assume that cash already approximates fair
value.

24. We note your response to comment 85.  Revise note 1 to
specifically state the assets and liabilities of MedQuest that you
are assuming.

25. Please revise the note to adjustment 1(b) to support your
entry
to common stock of $12,555,000.

26. Reference is made to adjustments 5 and 6.  Tell us
supplementally, in detail, how you accounted for the modification
of
the warrant`s exercise price that were issued in connection with
the
convertible debentures.  Cite your basis in GAAP for the
accounting
treatment shown in the pro forma financial statements.  We may
have
further comments based on your response.

27. Please revise adjustment 8 to indicate that the common shares
used in the calculation are the common shares outstanding rather
than
the weighted average currently presented.

Proxy Card

28. Clarify which matters are related to or conditioned on the
approval of other matters.  See Rule 14a-4(a)(3).

Form 10-KSB for the period ended December 31, 2004

Item 8A.  Controls and Procedures - Page 37

29. We note your response to comment 88; however, you should amend
your Form 10-K to address the concerns identified.

*  *  *  *  *

       As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  You may wish to provide us with marked copies of
the amendment to expedite our review.  Please furnish a cover
letter
with your amendment that keys your responses to our comments and
provides any requested supplemental information.  Detailed cover
letters greatly facilitate our review.  Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.

      Direct questions on the financial statements and related
disclosure to Heather Tress at (202) 551-3624 or Michele Gohlke at
(202) 551-3327.  Direct any other questions to Donald C. Hunt at
(202) 551-3647 or to me at (202) 551-3617.

 	Sincerely,

	Russell Mancuso
	Branch Chief

cc (via fax): 	Martin Glass, Esq. - White & Case LLP

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Jal S. Jassawalla
World Heart Corporation
May 20, 2005
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