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[Letterhead of McCarthy Tétrault LLP]

Virginia K. Schweitzer

Direct Line: 613 238-2174
 Direct Fax: 613-563-9386
 E-Mail:        vschweitzer@mccarthy.ca

May 3,
2005

United States
Securities and Exchange Commission

450 Fifth Street, N.W.

Washington, DC 20549

USA

Attention: Russell Mancuso, Branch Chief

Dear
Mr. Mancuso:

Re:World Heart Corporation

Preliminary Schedule 14A filed March 24, 2005

File No. 000-28882

Set
forth below, on behalf of World Heart Corporation ("WorldHeart"), are our responses to the comments of the staff (the "Staff") of the Securities and Exchange Commission
(the "Commission") contained in the letter dated April 21, 2005 (the "Comment Letter"), on the WorldHeart's proxy circular ("Circular"). The following responses correspond to the
item number of the comments contained in the Comment Letter. Today, via EDGAR, WorldHeart filed an amended Preliminary Schedule 14A. With this letter, WorldHeart is providing five copies of the
blacklined copy of the Preliminary Schedule 14A to the Commission and five clean copies, which reflects the changes requested in response to the comments provided in the Comment Letter.

Preliminary Schedule 14A

General

1.We note that proposal 3 seeks shareholder approval of the issuance of World Heart common shares to MedQuest Products, Inc. and its principal
shareholder, Maverick Venture Management, LLC in connection with the simultaneous acquisition by World Heart of the business of MedQuest and the private placement of common shares of World
Heart to Maverick. We also note that proposal 6 seeks approval of an increase in the number of shares issued under the option plan and removal of the 5% restriction. Please tell us
supplementally why Rule 14a-4 of Regulation 14A does not require that shareholders be given the opportunity to vote or abstain separately with respect to the issuance
of shares to MedQuest in connection with the asset acquisition and the issuances of shares to Maverick in connection with the private placement transaction. Also, tell us why the two issues in
proposal 6 should not be separated. Please refer to Release No. 34-31326 and the September 2004 Interim Supplement to our Manual of Publicly Available
Telephone Interpretations.

The
requested modifications and disclosure has been included in the notice of the annual and special meeting of shareholders and in the circular under the summary on Pages 1, 2 and 3 and
under the heading MATTERS TO BE ACTED UPON — MedQuest Resolution — Acquisition of MedQuest on Page 66,
and — Maverick Resolution — Private Placement to Maverick on Page 78,
and — ESOP Resolution #1 and ESOP Resolution #2 — Amendments to the World Heart Corporation Employee Stock
Option Plan on Page 85.

2.Please provide us your analysis of the date on which your status as a foreign private issuer ceased for purposes of Section 16 of the Exchange Act and
for periodic reporting purposes.

Rule 3b-4 under
the Exchange Act defines foreign private issuers as non-U.S. issuers except issuers meeting the following criteria:

1.more
than 50% of the issuer's outstanding voting securities are owed by U.S. residents; and

2.any
one of the following:

a.the
majority of the issuers, executive officers or directors are U.S. citizens or residents;

b.more
than 50% of the issuers assets are located in the United States; or

c.the
issuer's business is administered principally in the United States

More
than 50% of World Heart's outstanding voting securities are owned by U.S. residents. Until recently, World Heart satisfied the three prongs of the test in the second part of the foreign
private issuer definition.

In
August 2004, World Heart announced that it was consolidating its operations from Ottawa, Canada to Oakland, California. At that time, it was anticipated that it would take approximately six
months to consolidate the assets and operations of the company in California and WorldHeart began to plan for its SEC reporting obligations accordingly. As a result of delays in the implementation of
the consolidation plan
in December 2004, World Heart determined that it would take until approximately June 2005 to fully consolidate the assets and operations of the company at its Oakland, California
location hence delaying the company's transition to domestic issuer status. As of December 31, 2004, the company continued to meet the three prongs of part two of the foreign private issuer
test.

As
the consolidation has proceeded, the company's CFO and Vice President, Manufacturing announced they would be leaving WorldHeart in the second quarter of 2005 at which time most of the senior
management team would be located in the United States and after the annual and special meeting of the Shareholders contemplated by the proxy, the majority of the directors are also expected to
be U.S. residents.

The
announced departure of the CFO and Vice President, Manufacturing meant that these two individual's de facto control and influence over
long-term decisions affecting the company has greatly diminished. Management presented the matter to the Board of Directors at their scheduled meeting on March 21, 2005 and the
board determined at the meeting that taking into account all factors the prudent view was to consider that, as a result of the planned departures, World Heart's business was, in practice, being
principally administered in the United States. This resulted in the board determining that World Heart had ceased to be a foreign private issuer and that it should comply with all the domestic
issuer requirements in the United States.

Consistent
with the obligations under the Exchange Act, the company's insiders filed Form 3s within 10 days of the board's determination.

3.Provide the information required by Item 21 of Schedule 14A.

The
requested disclosure has been included in the circular under the heading MATTERS TO BE ACTED UPON — MedQuest
Resolution — Acquisition of MedQuest on Page 78, — Maverick
Resolution — Private Placement to Maverick on Page 84, — Warrant Amendment
Resolution — Amendment to September 2004 Warrants on Page 85, — ESOP Resolution #1 and ESOP Resolution
#2 — Amendments to the World Heart Corporation Employee Stock Option Plan on Page 88-89, — Option Amendment
Resolution — Amendment to Certain Options Held by Executive Officers and Directors on Page 90, — Continuance
Resolution — Continuance under the Canada Business Corporations Act on Page 93 and under the heading Voting of Proxies on Page 10.

4.In an appropriate section of the forepart of your document, clarify the extent of Maverick's ownership of MedQuest. Also identify the individual who controls
Maverick.

The
requested disclosure has been included in the circular under the summary on Page 1, under the heading MATTERS TO BE ACTED UPON — Maverick
Resolution — Private Placement to Maverick on Page 79 and under the heading RISK FACTORS — Risks Related to
the MedQuest Acquisition, the Maverick Private Placement and the Warrant Exercise & Debenture Conversion on Page 57.

5.Please avoid the extensive repetition throughout your document. For example, much of the disclosure in the business section beginning on page 16 is
repeated in the business description beginning on page 65. Also, you repeat numerous times throughout the document the arrangement to induce exercise of warrants. Revise your document so that
it is organized logically from the perspective of shareholders seeking information material to a voting decision and does not unnecessarily repeat disclosure that can tend to obscure ready access to
material information.

The
circular has been reviewed to remove repetition and arrange the disclosure logically from the perspective of shareholders and in particular the description of the business commencing on
Page 69 has been condensed. In

2

doing
so, we have ensured that we continue to comply with all the required SEC proxy circular requirements as well as all Canadian securities law requirements and applicable corporate statutes.

Solicitation
before Furnishing a Proxy Statement

6.We note the January 31, 2005 press release available on your web site that announces your execution of a definitive agreement to acquire the assets of
MedQuest. Please tell us what consideration you have given to filing that press release as soliciting material pursuant to Rule 14a-12 of Regulation 14A
and including in such items the legend required by Rule 14a-12(a)(1)(ii) of Regulation 14A.

At
the time the announcement was made on January 31, 2005, WorldHeart had not ceased to be a foreign private issuer (please see the response to Question 2 above) and as such pursuant to
Rule 3a12-3 under the Exchange Act was not required to comply with Rule 14a-12 of Regulation 14A.

Summary — Page 1

7.Delete the second sentence of the second paragraph, and your other similar statement on page 63, as it is not appropriate to appear to disclaim
responsibility for disclosures in your proxy statement regarding MedQuest.

The
requested disclosure has been removed from the circular under the summary on Page 1 and under the heading MedQuest Resolution — Acquisition of
MedQuest on Page 66.

Recommendation
of the Board — Page 2

8.If you elect to highlight the positive factors that the board identified, provide an equally prominent summary of the negative factors.

The
requested disclosure has been included in the circular under the MedQuest Resolution — Acquisition of MedQuest on Pages 68 and 69 and under the
heading Maverick Resolution — Private Placement to Maverick on Page 80.

9.You currently state that with the addition of MedQuest's rotary VAD "we will be able to address a broader
section of the late-stage heart failure market", and "we will become a multiple product company..." We note that MedQuest's rotary VAD is a
product candidate that has not yet begun initial feasibility clinical tries. Revise your disclosure to clarify that MedQuest's rotary VAD is not yet commercialized.

This
disclosure has been removed from the circular under the heading Recommendation of the Board on Page 2.

Effects
on Shareholders — Page 2

10.We note your disclosure that as a result of stock issuances to MedQuest and Maverick, "there will be significant dilution of existing shareholders' equity
interests in World Heart." Revise the summary to quantify the effect on existing shareholders' equity interest of each proposal that will increase your outstanding share
capital.

The
requested disclosure has been included in the circular under the heading Effect on Shareholders on Page 2 under the heading MedQuest
Resolution — General Effect on Existing Shareholders on Page 78 and under the heading Maverick Resolution — General
Effect on Existing Shareholders on Page 83.

Amendment
to September 2004 Warrants — Page 2

11.Provide a detailed legal analysis regarding whether the inducement described in this section is governed by the tender offer rules.

Rule 13e-4 under
the Exchange Act defines an issuer tender offer as "a tender offer for, or a request or invitation for tenders of, any class of equity security, made by the
issuer of such class of equity security or by an affiliate of such issuer." Neither the Exchange Act, nor the rules promulgated thereunder define the term "tender offer". The seminal case setting
forth guidelines for what constitutes a tender offer is Wellman v. Dickson, 475 F. Supp. 783
("Wellman"), in which the Court set forth an eight-point test for a "tender offer":

1.A
broad public solicitation of public shareholders of a company whose securities are registered under Section 12 of the Exchange Act;

3

2.The
solicitation is for a substantial percentage or a controlling percentage of a class of the target company's outstanding equity securities;

3.The
terms for the tender or acquisition of the target company's equity securities are stated, firm and not negotiable;

4.The
solicitation offers consideration that is greater than or at a premium over then current market prices;

5.The
solicitation requires the tendering of a minimum number of shares or securities for the bidder to be obligated to buy any shares or securities under the solicitation;

6.The
solicitation creates any pressure, by its terms, to respond to the solicitation;

7.The
solicitation has a deadline for submitting tenders; and

8.Bidder
publicly announces acquisition of target company's equity securities.

We
note that the eighth prong of the Wellman test does not apply to issuer tender offers. Our analysis of the applicability of the various other prongs of the  Wellman test to the present instance is:

Point
1: There was no "broad solicitation" of public shareholders of the company as the warrantholders number only 45 of the approximately 10,000 beneficial holders of the company's
equity securities.

Point
2: The solicitation of the securities was not for a substantial or controlling percentage of WorldHeart's equity securities, as the common shares underlying the warrants represent only
approximately 13% of the company's equity securities on a fully-diluted basis.

Point
3: The terms for the tender or acquisition of the warrants were not stated, firm and non-negotiable, but rather, as more fully described on page 81 of the circular, were the
subject of extensive negotiation.

Point
4: In connection with its solicitation of the exercise of the warrants, the company did not offer any consideration per se, but rather will
receive consideration from the warrantholders upon their exercise of their warrants.

Point
5: The company is not purchasing any securities, but rather the warrants are being exercised.

Points
6 and 7: As more fully explained in the disclosure we have included in our response to comment number 46, the possibility of a transaction with Medquest led to a comprehensive
dialogue between WorldHeart and its warrantholders as opposed to a firm proposal with a deadline for a decision. In other words, unlike the situation which is usually encountered in the tender offer
context, the proposed
inducement was not a "take it or leave it offer", but rather the result of arduous negotiation in the broader context of an overall restructuring of the company.

The
inducement offered by WorldHeart to its warrantholders fails the Wellman test for tender offers. We therefore do not believe that the inducement is
governed by the tender offer rules.

Amendments
to Certain Options... — Page 3

12.We note your disclosure that the executive officers and directors of World Heart "agreed to forfeit certain options held by them." Disclose, if true, that at
the time the options were forfeited, none had an exercise price that was at or below the then-current market price of your common stock. Also, disclose if true, that the amendments have
the effect of repricing these options.

The
requested disclosure has been included in the circular in the summary on Page 3 and under the heading Option Amendment Reolution on Page 89.

Appointment
of Proxy Holders and Revocation of Proxies — Page 9

13.Please clarify that proxies indicating votes against a proposal will not be used to vote in favour of adjourning or otherwise postponing the meeting to allow
for additional voting on the proposal. Otherwise, include a separate proposal regarding adjourning or postponing the meeting.

The
requested revisions have been made in the circular under the heading Voting of Proxies on Page 9.

4

Voting
of Proxies — Page 9

14.We note that you are seeking proxies to vote proposals "with or without amendment" or variation. Clarify your plans for resolicitation of proxies if a proposal
is amended or varied.

The
relevant resolutions have been amended to remove the references to "with or without amendment" in the notice of annual and special meeting and references have been removed in the circular under
the heading Voting of Proxies on Page 10.

Voting
Shares, Record Date and