SecProbe.io

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June 30, 2005

By Facsimile ((212) 354-8113) and U.S. Mail

Martin C. Glass, Esq.
White & Case LLP
1155 Avenue of the Americas
New York, NY  10036

	Re:	World Heart Corporation
		Schedules TO-I filed June 20, 2005
		File No. 005-50628

Dear Mr. Glass:

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

Schedules TO-I
1. Given that your filings for the warrant and debenture offers
are
virtually identical to one other, we are issuing comments that are
applicable to both of the Schedules TO-I and their related
documents.
Please make the requested revisions in both the warrant and the
debenture offer documents.

Item 6. Purposes of the Transactions
2. We note your response to this item`s requirement by referring
to
section 9 of your offer document.  It is not clear, however, how
the
documents incorporated by reference into that section 9 respond to
the requirements of Item 6(c) of Schedule TO.  Please tell us what
specific sections in the incorporated documents respond to this
item
and revise your disclosure to specify where such information may
be
found. Alternatively, include the information directly in your
offer
document.

Item 10. Financial Statements
3. It appears that certain financial information has been
incorporated by reference to satisfy Item 10 of Schedule TO.
Please
provide complete summarized financial information as required by
Instruction 6 to Item 10 of Schedule TO and Item 1010(c) of
Regulation M-A.  Refer to telephone interpretation H.7 in the July
2001 supplement to our "Manual of Publicly Available Telephone
Interpretations" that is available on the Commission`s website at
http://www.sec.gov  for additional guidance.
4. It appears that the pro forma financial statement disclosure
required by Item 10(b) of Schedule TO is material in the context
of
these offers, yet you have listed that information as
"inapplicable."
Please revise to provide it, to provide your analysis as to why it
is
not required in the context of these offers.
5. Refer to comments 3 and 4 above. Given the materiality of this
information, advise how you will disseminate it to security
holders.

Item 12. Exhibits
6. We note in sections 9 and 10 of the offer document that you
incorporated by reference reports you filed on unspecified Forms
6-K
and 8-K and several Forms 3 and 4 filed by your directors and
executive officers.  Please include these filings specifically as
exhibits to your Schedule TO.  See General Instruction F to
Schedule
TO.  Alternatively, you may revise the offer document to
specifically
include the information from those forms.

Offer to Amend and Exchange

Summary of Terms, page 2
7. Refer to the question "If you choose to amend your warrants, do
you have to amend all of your warrants...?  Revise to clarify that
one of your offer conditions is that all warrants be tendered and
that you would have to determine whether to waive this condition
if a
security holder tendered less than all of that holder`s warrants.
Note that you may not waive an offer condition as to only one or
some
of the subject securities; if you waive the requirement that a
given
security holder must tender all of his or her warrants or
debentures
in order to participate in these offers, you must waive that
condition generally as to all security holders. In addition, when
you
waive a material offer condition, extension of the offer period
may
be required.

What are the tax consequences of your amending your warrants
pursuant
to the offer?, page 4
8. By accepting this offer, warrant holders are agreeing to
exercise
their warrants within 14 days after shareholders of WorldHeart
approve the MedQuest Transaction. Therefore, here and in the
corresponding more detailed section of the offer materials later
in
this document, discuss the tax consequences upon exercise.

Purpose and Terms, page 6
9. Please revise to include a more detailed description of the
transactions underlying your purpose for making this offer,
including
the acquisition of the MedQuest business and the sale of common
stock
to Maverick Venture Management.

Extension of Offer, page 9
10. We note your disclosure that an extension of your offer will
be
announced no later than 9 a.m. Pacific Daylight Time on the next
business day after the scheduled expiration date of the offer.
Please note that under Rule 14e-1(d), your announcement must be
made
no later than 9 a.m. Eastern time on the specified date.  Please
revise.

Conditions of the Offer, page 10
11. Refer to the disclosure in the first paragraph of this
section,
which relates to the company`s determination whether the
triggering
of a condition "makes it inadvisable" to proceed with the offer,
and
in the last paragraph of this section, which states that a failure
to
exercise your rights will not be deemed a waiver of your rights.
Please note that, when a condition is triggered and the company
decides to proceed with the offer anyway, this constitutes a
waiver
of the triggered condition(s). As noted above, waiving an offer
condition may require you to extend the offer and may also require
dissemination of amended offer materials. You may not rely on the
language referred to above to tacitly waive a condition of the
offer
by failing to assert it.  Please confirm your understanding on a
supplemental basis.
12. A tender offer may be conditioned on a variety of events and
circumstances, provided that they are not within the direct or
indirect control of the bidder, and are drafted with sufficient
specificity to allow for objective verification that the
conditions
have been satisfied.  With this in mind, please revise the
following:
* Paragraphs (b) and (the last two bullet points in c) condition
the
offer on whether the contemplated benefits the company may enjoy
from
the offer are materially impaired.  Please revise to specify or
generally describe the benefits of the offer to you so that
warrant
holders will have the ability to objectively determine whether the
condition has been triggered.
* In the last bullet point of paragraph (c), you should qualify
the
term "impair."  Currently, any negative change could trigger this
condition, whether or not it is material.

Certain U.S. Federal Income Tax Consequences, page 14
13. We note your disclosure that this section summarizes "certain"
of
the material or the "principal" federal income tax consequences of
the tender offer and merger.  Please revise your disclosure to
ensure
that you discuss all material consequences.

Closing Information

      As appropriate, please amend your filings 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 information.  Detailed cover letters
greatly
facilitate our review.  Please understand that we may have
additional
comments after reviewing your amendments and responses to our
comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings to be certain that the
filings include 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 filings;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filings; 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 filings or
in
response to our comments on your filings.

      Please direct any questions to me at (202) 551-3619 or, in
my
absence, to Christina Chalk, Special Counsel, at (202) 551-3263.
You
may also contact me via facsimile at (202) 772-9203.  Please send
all
correspondence to us at the following ZIP code: 20549-3628.

					Sincerely,

					Daniel F. Duchovny
					Attorney-Advisor
					Office of Mergers & Acquisitions

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Martin C. Glass, Esq.
White & Case LLP
June 30, 2005
Page 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

         DIVISION OF
CORPORATION FINANCE

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