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SEC Letter

 ATTORNEYS AT LAW

 4401 Eastgate Mall

 San Diego, CA

 92121-1909

 Main     858 550-6000

 Fax       858 550-6420

 Broomfield, CO

 720 566-4000

 Palo Alto, CA

 650
843-5000

 Reston, VA

 703 456-8000

 San Francisco, CA

 415 693-2000

 June 29, 2005

 www.cooley.com

 VIA EDGAR, FAX AND FEDERAL EXPRESS

 KENNETH J. ROLLINS

 (858) 550-6136

 United States
Securities and Exchange Commission

 Division of Corporate Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Attention: Eduardo Aleman, Esq.

 krollins@cooley.com

Re:
CryoCor, Inc.

 Registration Statement on Form
S-1 (File No. 333-123841)

 Amendment No. 4

 Dear Mr. Aleman:

 Enclosed for electronic filing via EDGAR pursuant to the Securities Act of 1933, as amended (the “Securities Act”), on behalf of our client
CryoCor, Inc. (the “Company”), is Amendment No. 4 (“Amendment No. 4”) to the Company’s Registration Statement on Form S-1 (the “Registration Statement”) filed with the
Securities and Exchange Commission (the “Commission”) on April 5, 2005. The copy of Amendment No. 4 that is included with the hard copy of this letter is marked to show changes from Amendment No. 3 to the Registration
Statement that was filed on June 21, 2005 (“Amendment No. 3”).

 Amendment No. 4 is also being filed in response to comments received from the Staff by letter dated June 23, 2005 with respect to Amendment No. 3 to the Registration Statement. The numbering of the paragraphs below corresponds to the
numbering in the comment letter, the text of which we have incorporated into this response letter for convenience. Page references in the text of our responses correspond to the page numbers of Amendment No. 4.

 Staff Comments and Company Responses

 Amendment No. 3 to Form S-1

 Prospectus Summary, page 1

1.
We note your response to comment 1 from our letter dated June 17, 2005. Please revise the second paragraph to briefly describe the “potential issues” leading to the
recall of the Model 1200 catheter or include a cross-reference to the pages in the prospectus where this is discussed in greater detail.

 The requested revisions have been made at page 1.

 Securities and Exchange Commission

 June 29, 2005

 Page Two

 Consolidated Financial Statements, page F-1

 Note 5. Preferred Stock and
Stockholders’ Equity (Deficit), page F-19

 Preferred Stock, page F-19

2.
Please refer to prior comment 13 from our letter to you dated May 25, 2005. We refer you to the calculation you provided to determine the incremental intrinsic value resulting
from the antidilution adjustments to the Series A, B and C preferred stock. Please provide us with the calculation on a post-split basis for all amounts. Please see our comment below with respect to your determination of the fair value of the common
stock at the commitment date. Explain how your calculation is consistent with the calculation shown in Issue 7 of EITF 00-27. Discuss why you believe it is reasonable to attribute no incremental intrinsic value to the issuance of an additional
38,176,996 shares over the original 6,367,834 shares issuable upon conversion.

 As requested by the Staff, the schedule below presents the Company’s computation of intrinsic value resulting from the antidilution adjustments to the Series A, B and C preferred stock, including on a post-split
basis, as outlined in Issue 7 of EITF 00-27. For the Staff’s reference, the Example included in Issue 7 of EITF 00-27 is contained in the schedule below next to the Company’s computation. The results described below are consistent with the
results previously submitted by the Company to the Staff.

 The calculations in
the schedule below assume a fair value of the Company’s Common Stock of $13.02, $13.02 and $8.37 on the respective commitment dates for the shares of Series A, B and C preferred stock. The Staff is directed to the Company’s response to
comment #3 below for a discussion of the reasonableness of the fair values ascribed by the Company to its common stock on each commitment date.

 Securities and Exchange Commission

 June 29, 2005

 Page Three

Example in
EITF 00-27

Cyrocor Series A

Cryocor Series B

Cryocor Series C

 Per Issue 7 of EITF 00-27

Pre-split

Post-split

Pre-split

Post-split

Pre-split

Post-split

 Date of Issuance

August 31, 2000

August 31, 2000

January 1, 2002

 Proceeds from convertible instrument

$
1,000,000

$
751,959

$
751,959

$
7,000,000

$
7,000,000

$
12,031,227

$
12,031,227

 Initial Conversion Price

$
10.00

$
2.58

$
79.98

$
4.32

$
133.92

$
2.70

$
83.70

 Fair value of underlying common stock on commitment date (CSVCD)

$
10.00

$
0.42

$
13.02

$
0.42

$
13.02

$
0.27

$
8.37

 Adjusted conversion price (ACP)

$
7.20

$
0.4105

$
12.7255

$
0.4955

$
15.3605

$
0.4209

$
13.0479

 Calculation:

 Proceeds

$
1,000,000

$
751,959

$
751,959

$
7,000,000

$
7,000,000

$
12,031,227

$
12,031,227

 Dividend by ACP

$
7.20

$
0.4105

$
12.73

$
0.4955

$
15.36

$
0.4209

$
13.05

 Revised convertible shares

$
138,889

$
1,831,812

$
59,091

$
14,127,144

$
455,714

$
28,584,526

$
922,081

 Multiple by CSVCD less the ACP

$
 2.80

$
0.0095

$
0.2945

$
(0.08
)

$
(2.34
)

$
(0.15
)

$
(4.68
)

 Intrinsic value

$
388,889

$
17,402

$
17,402

$
(1,066,599
)

$
(1,066,599
)

$
(4,313,405
)

$
(4,313,405
)

 Fair value, previously submitted

 Proceeds

$
1,000,000

$
751,959

$
751,959

$
7,000,000

$
7,000,000

$
12,031,227

$
12,031,227

 Intrinsic value

$
388,889

$
17,402

$
17,402

$
(1,066,599
)

$
(1,066,599
)

$
(4,313,405
)

$
(4,313,405
)

 Total fair value of common

$
1,388,889

$
769,361

$
769,361

$
5,933,401

$
5,933,401

$
7,717,822

$
7,717,822

 Based on the computations in the
schedule above, the total fair value of the common stock underlying the shares of Series B and C preferred stock does not exceed the original proceeds raised from the issuance of shares of Series B and C preferred stock. As a result, the incremental
underlying shares of common stock included in the number of adjusted shares of common stock underlying the Series B and C preferred stock as a result of the antidilution adjustment of these shares did not provide the investors with additional
intrinsic value as of each commitment date. The amount of intrinsic value applicable to the Series A preferred stock is not material and a deemed dividend for the beneficial conversion feature was not recorded.

 The significant decline in value between the Series B preferred stock and the Series C
preferred stock in excess of 60% was the result of three factors. First, the Company was behind in initiating its clinical trials in the United States; second, the console needed some redesign, which had not been anticipated in the last round by
investors and third, the Company perceived that the market conditions had deteriorated. The Company applied the decline in value of the preferred stock to determine the estimated fair value of the common stock.

 The Series D financing, completed at $0.1984 per share ($6.15 conversion price per share),
was a reduction from the $4.32 per share price ($133.92 conversion price per share) of Series B preferred stock and $2.70 per share price ($83.70 conversion price per share) of Series C

 Securities and Exchange Commission

 June 29, 2005

 Page Four

preferred stock, the prices at which the Series B and Series C financings were completed. The Series D pre-money valuation of $15 million was a 35% decline
in corporate value from the Series C post-money valuation, and corresponded to a decrease in the face value of the Company’s assets. Accordingly, the Company believes that the additional shares of common stock reserved for issuance do not
represent a beneficial conversion feature, but rather protection of the Series B and Series C preferred stockholders’ ownership interest during a dilutive “down-round” financing. This is consistent with the economic rights held by
preferred stockholders as described in the AICPA Practice Guide Valuation of Privately-Held-Company Equity Securities Issued as Compensation.

3.
Please refer to prior comment 13 from our letter to you dated June 17, 2005. We note that the “FV of Common at Preferred Issuance Dates,” was determined by the
Company’s Board of Directors and is consistent with the estimated fair value used for establishing exercise prices in stock option grants around the issuance dates of the Series A, B and C preferred stock. Please provide us with your detailed
analysis to support your fair value determination, including support and explanations for the substantial discount from the preferred stock issuance price.

 As described in the Company’s response to Comment 2 above, the fair value ascribed by the Company to its common stock on the commitment
dates for the shares of Series A, B and C preferred stock was $13.02, $13.02 and $8.37 per share, respectively, on a post split basis. The Company relied on several factors in determining the estimated fair value of its shares of Common Stock, and
the Company considers its selected approach as consistent with the guidance for early stage companies contained in AICPA Practice Aid, Valuation of Privately-Held-Company Equity Securities Issued as Compensation.

 From the Company’s inception on August 31, 2000 through December 31, 2003 (when the
Company commenced its first U.S. pivotal trial, for Atrial Flutter), the Company would not have been characterized as operating beyond the second stage of enterprise development because it did not have significant product revenue, had only 40 months
of operating history and was operating in the early stages of its clinical development. Its product was being tested in European CE-Mark trials and U.S. feasibility studies, and the Company was developing its clinical trial protocols for its U.S.
pivotal trials through discussions with the FDA. At the time it determined the fair value of its common stock in January 2002, it had just completed a Series C financing at a price of $83.70 per share (on a post-split basis), its U.S. clinical trial
strategy was expected to take at least three years to complete and the Company expected that it would require at least one additional round of financing because its financial resources were expected to last approximately 15 months following the
financing.

 The Series A, B and C preferred stock issued in 2000 and 2002
conferred substantial economic and control rights, including cumulating dividends on the Series C of 8% per annum through

 Securities and Exchange Commission

 June 29, 2005

 Page Five

May 31, 2003 and 2% thereafter until June 4, 2005, liquidation preferences totaling $24 million for the three outstanding classes of preferred stock,
weighted-average anti-dilution protection, and registration rights.

 Due to the
early stage nature of the Company, its limited financial resources, the limited potential for a liquidity event through an IPO or an acquisition, and the significant preferences of the preferred stockholders, it was the Company’s and its Board
of Directors position that the common stock was a high risk instrument with little or no value. Accordingly, nominal amounts were assigned as the estimated fair value of the common stock. Using the AICPA guidance, the Company essentially utilized an
“asset-based valuation approach” to determine enterprise value and then applied the “current-value method” to allocate the resulting enterprise value between the preferred stock and common stock prior to December 31, 2003.

 The Company believes that the current-value method is applicable to CryoCor
prior to December 31, 2003 due to its early stage of development (40 months of operations) and the fact that it had yet to commence pivotal trials in the United States, and since it was still developing its next generation catheter, the Model 1200
(introduced in early 2004). The Company believes this early stage of development makes it unlikely that any significant common equity value had been created in the business above the liquidation preferences of the preferred stock. The lack of an IPO
market and the early stage of development would provide no reasonable basis for estimating any amount and timing of any common equity value created above the liquidation preference. As discussed in the Company’s response letter dated May 10,
2005, in response to comment #48 from the Staff, the Company achieved a significant milestone in December 2003, specifically the initiation of the atrial flutter U.S. pivotal trial (Phase III). Accordingly, the Company ceased using the current value
method for estimating the fair value of its common stock in December 2003. The following table shows the Company’s use of the current-value method in determining the value of common stock at August 31, 2000 for the shares of Series A and B, and
at January 1, 2002 for the shares of Series C preferred.

 Securities and Exchange Commission

 June 29, 2005

 Page Six

Series A & B

Series C

 Total assets

$
36,000

$
2,427,000

 Preferred stock financing

7,000,000

12,031,227

 Estimated IP value

4,855,387

4,855,387

 Liabilities

—

(3,716,000
)

 Enterprise fair value

$
11,891,387

$
15,597,614

 Liquidation preferences

(11,855,387
)

(23,886,614
)

 Enterprise net value - (A)

$
36,000

$
(8,289,000
)

 Fully diluted shares - (B)

132,709

276,452

 Value per common shares - (A/B)

$
0.27

$
—

 Value, estimated by the Company and its BOD on commitment date

$
13.02 / $13.02

$
8.37

 Based on this analysis, the Company
believes the estimated fair values per share determined by the Company and its Board of Directors prior to December 31, 2003 are appropriate using the guidance provided by the AICPA Practice Aid and it also supports the significant discount between
common and preferred share prices.

4.
Please refer to prior comment 13 from our letter to you dated June 17, 2005. We note that you accrue for dividends based upon the stated rate of 8% per annum of the original
issuance price for the Series D preferred shares and 2% per annum of the original issuance price for the Series C preferred shares. Please tell us and revise to disclose how the number of shares and the change in the conversion rate was determined
and accounted for and why. Please cite the accounting literature upon which you relied.

 The Company accrues dividends at the rate of 8% and 2% of the original issuance price of the Series D preferred stock and Series C preferred stock, respectively, and can settle the accrued dividends either with cash,
or through the issuance of shares of common stock, issuing one share of common stock for every $6.15 in Series D dividends, and one common share for every $13.02 in Series C dividends. The adjusted conversion price for the Series C preferred was
computed based on the original issuance price ($2.70) divided by the conversion rate (.2069, after adjustment for anti-dilution).

 Securities and Exchange Commission

 June 29, 2005

 Page Seven

 The cumulative dividends adjust the conversion rate. Mechanically, the number of shares of common stock needed to
settle the cumulative dividends is determined by taking the total cumulated dividends and dividing them by the adjusted conversion price (noted above), calculating the number of shares reserved for issuance. The impact on the conversion rate
resulting from the dividend shares is calculated by dividing the number of shares reserved for issuance by the number of preferred shares outstanding. These computations are accordance with the Company’s certificate of incorporation and are
shown below. Revised disclosure has been added at pages F-19 and F-20.

 As
disclosed, the Company has the option to settle its cumulative dividends in cash. If the Company chooses not to settle the dividends in cash, the investors in the preferred stock can request conversion of their preferred shares into common stock.
Since the Company has the option to pay the dividend