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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 24,
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, as amended on May 4, 2005

File No. 000-28882

Set
forth below, on behalf of World Heart Corporation ("WorldHeart"), are our responses to the second comment letter of the staff (the "Staff") of the Securities and Exchange Commission
(the "Commission") contained in the letter dated May 20, 2005 (the "Second Comment Letter"), on the WorldHeart proxy circular ("Circular"). The following responses
correspond to the item number of the comments contained in the Second 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 Second Comment 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.

The
requested disclosure has been included in the circular under the heading Voting of Proxies on Page 10.

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
Shareholder.

Through
inadvertence a reference to "with or without amendment" was included in the Notice of Annual and Special Meeting of Shareholders. This reference has now been removed.

Amendment
to September 2004 Warrants — Page 2

3. We reference your response to our 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 our comment 72 complied
with Rule 13e-4.

The
application of Rule 13e-4 is contingent upon the transaction being deemed to be a tender offer. We continue to believe that this transaction is properly characterized as
a restructuring of the company and not a tender offer. We note the following specific factual points which we believe should negate a finding that the transaction is a tender offer:

1.The transaction is a result of negotiations with the company's warrantholders who also hold all of the company's debt securities. The
holders of the warrants that prompted your initial comment are all accredited investors who initially acquired their securities in a private placement transaction in September 2004. As can be
seen on page K-1 of Appendix K to the proxy circular, the Special Situations Fund group, a group known to us as a very active participant in PIPE offerings by
Nasdaq companies with smaller market capitalizations, are significant holders of the warrants in question.

The
"give and take" as well as the undertone of the company's two-way negotiations with the warrantholders was much more akin to the conversations a company would be expected to have with
a creditor's committee in a restructuring context than to the one-sided strategic planning conversations a company usually has with its financial and legal advisors (which normally form
the bulk of the preparations), prior to the launch of a tender offer.

2.The completion of the transaction is subject to shareholder approval by the shareholders of both MedQuest Products, Inc.
("MedQuest") and WorldHeart. We believe that this important fact introduces an inherent amount of uncertainty, delay, loss of bargaining power and control of the process by the "bidder"
(i.e. the company) and a vastly heightened level of general deal risk that is usually alien to the bidder's position in the tender offer context.

We
do not believe that the March 2003 option exchange referred to in our response to prior comment 72 needed to comply with Rule 13e-4. As you know, the application of
Rule 13e-4 is contingent upon the transaction being deemed to be a tender offer. The economic substance of the transaction in question is that of an option exchange, not a
tender offer. The exchange was effected according to the following formula: the exercise price of the new options was divided by the exercise price of the options being surrendered by each option
holder, and the resulting fraction was multiplied by the number of options being surrendered to obtain the number of new options to be issued to such option holder. Participation in the exchange was
entirely voluntary, and option holders were free to elect to exchange all or a portion of their options, provided the exercise price of the options being surrendered was greater than the exercise
price of the new options. The exchange transaction did not affect the control of the company.

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.

The
requested disclosure has been included in the circular under the heading Voting Shares, Record Date and Principal Holders on Pages 13 and 14.

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).

The
requested disclosure has been included in the circular under the heading Voting Shares, Record Date and Principal Holders on Page 12.

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.

The
requested reconciliation has been included in the circular under the heading Voting Shares, Record Date and Principal Holders on Pages 11 to 14.

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.

The
requested disclosure has been included in the circular under the heading Three Year History on Page 17.

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.

The
requested disclosure has been included in the circular under the heading Intellectual Property on Page 23.

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.

The
requested disclosure has been included in the circular under the heading Appointment of Auditors on Page 65.

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.

The
issuance of WorldHeart common shares to MedQuest shareholders qualifies for the exemption under Rule 506 of the Securities Act. As set forth in Rule 506(a), an offer and sale
of securities by an issuer that satisfies the conditions in paragraph (b) of Rule 506 shall be deemed to be a transaction not involving any public offering within the meaning of
Section 4(2) of the Securities Act.

In
order for an issuance of securities to qualify for the exemption under Rule 506:

1.Offers
and sales must satisfy all of the conditions of Rules 501 and 502.

2.There
must be no more than 35 purchasers of the securities.

3.Each
purchaser who is not an accredited investor either alone or with his purchaser representative(s) must have such knowledge and experience in financial and business matters
that he is capable of evaluating the merits and risks of the prospective investment.

Taking
the requirements of Rule 506 in turn:

1.
By way of background, the WorldHeart securities will be issued to the 21 holders of MedQuest shares, of which 19 are non-accredited investors. The
non-accredited investors hold a total of 20,180 common shares of the 9,300,000 common shares to be issued to MedQuest pursuant to the proposed transaction. Based on the
proposed exchange ratio and the market value of the WorldHeart common shares on May 20, 2005, the total market value of the WorldHeart shares that will be issued to the
non-accredited investors is approximately $72,648.

        Rule 502(b)(1) provides
that if an issuer sells securities under Rule 506 to any purchaser that is not an accredited investor, the issuer must furnish the
information specified in Rule 502(b)(2). Because the proposed transaction is a business combination as defined in Rule 501(d), WorldHeart will pursuant to
Rule 502(b)(vi) provide the information required by Form S-4 in the joint information statement/private placement memorandum (the "Private Placement
Memorandum") that WorldHeart and MedQuest will provide to MedQuest shareholders in connection with the special meeting of Medquest shareholders to approve the transaction.

Please
note that WorldHeart will not provide to each purchaser at the time the plan is submitted to security holders written information about the terms or arrangements of the proposed transactions
that are materially different from those for all other security holders (as mandated by Rule 502(b)(vi)) because the terms will not be materially different.

2.
As mentioned above, the WorldHeart securities will be issued to a total of 21 persons thereby satisfying the requirement of Rule 506(a)(2)(i) that there be no more than
35 purchasers of securities from the issuer.

3.
A purchaser representative has been appointed to represent the non-accredited investors. The purchaser representative meets the requirements of Rule 501(h). Consistent
with WorldHeart's obligations under Rule 501(h)(3), the purchaser representative will be acknowledged by each non-accredited purchaser in writing to be his purchaser
representative in connection with evaluating the merits and risks of the prospective investment in WorldHeart shares.

Background
and Reasons for the MedQuest Acquisition — Page 66

11. Please revise to discuss the material term of each of the proposal 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.

The
requested disclosure has been included in the circular under the heading Background and Reasons for the MedQuest Acquisition on Pages 67 and 68.

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.

The
requested disclosure has been included in the circular under the heading Reasons for the MedQuest Acquisition on Pages 67, 68, 69 and 70.

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.

The
requested disclosure has been revised in the circular under the heading Maverick Agreement on Page 82 to reflect the nature of the amounts that MedQuest will retain at closing to pay
order course liabilities.

ESOP
Resolution.. . — Page 85

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

The
requested disclosure has been included in the circular under the heading ESOP Resolution on Page 87.

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.

The
requested disclosure has been included in the circular under the heading ESOP Resolution on Page 87.

World
Heart Financial Statements

General

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

The
financial statement information has been updated in the circular 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.

Our
auditors have referred us to the following wording for a Canadian GAAS audit report stated in paragraph 22 of Section 5400 of the CICA Handbook:

AUDITOR'S
REPORT

"To
the Shareholders of...............................

        I
have audited the balance sheet of.......... as at.........., 20..... and the statements of income, retained earnings and cash flows for the year then ended. These financial statements
are the responsibility of the company's management. My responsibility is to express an opinion on these financial statements based on my audit.

        I
conducted my audit in accordance with Canadian generally accepted auditing standards. Those standards require that I plan and perform an audit to obtain reasonable assurance whether
the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also
includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.

        In
my opinion, these financial statements present fairly, in all material respects, the financial position of the company as at.........., 20..... and the results of its operations and
its cash flows for the year then ended in accordance with Canadian generally accepted accounting principles.

City

(signed)...............................

Date

CHARTERED ACCOUNTANT"

As
indicated, the phrase "We believe that our audits provide a reasonable basis for our opinion" is not included in the opinion based on the requirements of the CICA.

Our
auditors have also referred us to the following excerpts from the SEC staff's paper on "International Reporting and Disclosure Issues in the Division of Corporation Finance" which indicates that
variations in format to comply with home country style is acceptable:

"Historically,
some foreign private issuers have filed audit reports tha