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MedicalCV, Inc.

9725 South Robert Trail

Inver Grove Heights, MN  55077

VIA EDGAR

September 14,
2005

Jay Webb

Reviewing Accountant

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

  Re:

  MedicalCV, Inc.

  Form 10-KSB for the year ended April 30, 2005

  Filed July 21, 2005

  File No. 000-33295

Dear
Mr. Webb:

We are responding to your
letter dated September 1, 2005.  Our
responses follow the comments included in your letter, which are presented in
boldface type.

Form 10-KSB for the year
ended April 30, 2005

Financial
Statements

Note
9.  Shareholder’ Equity (Deficit), page
56

1.                                      We see on April 1, 2005 you
issued 18,035 shares of 5% Series A Convertible Preferred Stock, warrants for
the purchase of 27,052,500 shares of common stock to the preferred stock
investors and warrants for the purchase in the aggregate of 1,635,960 shares of
common stock to the placement agent and finder.
Please tell us how your accounting for this transaction complied with
generally accepted accounting principles, including Statement 133 and EITF’s
00-27 and 98-5.  Please reference the
authoritative literature that supports your conclusions.  We are especially interested in how you
addressed any beneficial conversion feature matters and why you believe a net
carrying value of zero for the preferred stock in your April 30, 2005 balance
sheet is appropriate.  We may have
further comments after reviewing your response.

In connection with our
issuance of 18,035 shares of 5% Series A Convertible Preferred Stock and the
associated issuance of warrants for the purchase of 27,052,500 shares of common
stock to the preferred stock investors and warrants for the purchase of
1,635,960 shares of common stock to the placement agent and finder, we
considered generally accepted accounting principles, including Statements 133
and 150 and EITFs 00-27, 00-19 and 98-5.
A summary of our consideration of the accounting for these instruments
follows:

Background Information:

On April 1, 2005, we completed the sale of
18,035 shares of 5% Series A Convertible Preferred Stock (the “Preferred Stock”)
for $13,633,000 in cash and the conversion of $4,402,000 of outstanding
debt.  After fees, commissions and debt
repayment, we received net proceeds of approximately $12,300,000.

The Preferred Stock has a stated value of
$1,000, is non-voting, and accrues dividends at a rate of 5 percent of this
stated value annually.  Dividends are
payable quarterly but may, at our option be added to the stated value rather
than paid in cash, if certain conditions are met (primarily related to
maintenance of adequate authorized and registered shares).  The Preferred Stock, including any accrued
dividends, is convertible, at the holder’s option, into shares of common stock
at a conversion price of $0.50 per share, subject to anti-dilution
adjustments.  In certain circumstances,
we may have the option to require the preferred shareholders to convert their
shares into common stock.

In the event of a change in control
transaction, the preferred shareholders may elect to either participate in the
transaction on an as-converted basis or to require the acquirer to redeem the
shares for their stated value plus any accrued and unpaid dividends.  If such a change in control occurs at any
time that we are not in compliance with certain conditions (primarily related
to maintenance of adequate authorized and registered shares), the shareholders
may require the acquirer to redeem the shares for 110 percent of their stated value
plus accrued but unpaid dividends (a change in control while in default).  If this occurs, the preferred shareholders
have the right to measure the value of this redemption based upon the
as-converted value of the preferred shares or at the stated value plus accrued
interest, whichever is greater.  The
preferred shareholders also have the right to require us to redeem the shares
for 100 percent of their stated value in the event that we default under the
terms of the Preferred Stock and related agreements.

In connection with the Preferred Stock sale,
we issued the Preferred Stock purchasers warrants for the purchase of
27,052,500 shares of common stock at $0.50 per share, and we also issued
warrants for the purchase of 1,635,960 common shares at $0.50 per share to the
Preferred Stock placement agent and finder.
These warrants have a term of five years.  In the event of a change of control
transaction, the warrant holders may elect to: 1) receive consideration from
the buyer on an as-exercised basis, 2) receive a replacement warrant
substantially the same as the current warrant or 3) receive a cash payment
equal to the Black Scholes fair value of the warrant.

We were required to register the common
shares underlying the Preferred Stock conversion option and the warrants.  If we do not meet certain registration
deadlines, the preferred shareholders are entitled to liquidated damages, as
defined.  We met the initial registration
deadline.  If we do not maintain the
listing and effectiveness of the registration(s) underlying the conversion and
warrant shares we will not be in compliance with the registration rights
agreement.  At the time of the
transaction, we had 95 million shares of common stock authorized.  At January 31, 2005, there were 10,733,333
common shares issued and outstanding.  At
the time of the transaction, we also had approximately 6.4 million warrants
outstanding and approximately 1.5 million stock options outstanding.  In anticipation of the transaction, we also
had authorized the issuance of up to 19,000 shares of 5% Series A Convertible
Preferred Stock.

Consideration of whether the Preferred Stock, which is redeemable upon
a change in control transaction, should be considered a debt instrument
pursuant to Statement 150.

2

The Preferred Stock is
redeemable only upon a change in control transaction.  Because redemption is not based upon an event
certain to occur, this instrument is not within the scope of Statement 150.  However, because a change in control is
viewed to be outside of the control of our company, the instrument must be
considered redeemable and classified as a mezzanine instrument, consistent with
the guidance of ASR 268 and D-98.

Consideration of whether
the Preferred Stock conversion feature should be bifurcated from the Preferred
Stock host and accounted for as a derivative.

The embedded derivative
(common stock conversion feature) is clearly and closely related to the host
contract (the Preferred Stock).
Specifically the embedded
derivative is considered to be clearly and closely related to the host contract
because the Preferred Stock host is an equity instrument and the conversion
feature provides for the issuance of common stock (another equity instrument)
at a fixed price.  Therefore, pursuant to
paragraph 12 a) of Statement 133, the conversion feature should not be bifurcated
from the Preferred Stock host and accounted for as a derivative.

Because
the embedded derivative is clearly and closely related to the host contract,
evaluation of the remaining criteria of paragraph 12 b) and c) and
consideration of paragraph 6 (as it pertains to paragraph 12 c)) of Statement
133 is not considered necessary.

Because the
Preferred Stock conversion feature is not considered a separate derivative
under Statement 133, we considered whether the Preferred Stock terms result in
a beneficial conversion feature to be measured pursuant to EITFs 98-5 and
00-27.

The Preferred Stock is
convertible at any time and it is convertible at $0.50 per common share based
upon a stated value of $1,000 per Preferred Stock share.  This price is beneficial to the holders
because: (a) the quoted market price of our common stock on the date the
preferred shares were issued (i.e. the commitment date) was $0.89 per share,
and (b) because the carrying value of the Preferred Stock was zero(1) which
yields an accounting conversion price of $0.00 per common share (and there are
36,070,000 common shares issuable upon conversion of the Preferred Stock).  Accordingly, there is a potential beneficial
conversion value at the commitment date of $32,102,300 (36 million shares x
{$0.89-$0.00})  Note that we
appropriately made this computation without regard to offering costs.  Because the beneficial conversion feature value
cannot exceed the carrying value of the host instrument (the Preferred Stock),
the beneficial conversion charge is zero.

This non-contingent
beneficial conversion feature would have been recorded at the commitment date
as a reduction in the carrying value of the Preferred Stock and as a credit to
common stock additional paid in capital.
Because the beneficial conversion value is zero, it received no

(1) Because
the $21,001,000 fair value of the warrants issued to the preferred shareholders exceeds the $18,035,000
selling price/proceeds from the transaction and, as discussed below, the
warrants must be recorded as a liability at their full fair value (pursuant to
EITF 00-19, DIG B-6 and consistent with Statement 150), no value was assigned
to the Preferred Stock.  As such, no
relative fair value allocation was made between the Preferred Stock and the
warrants.  However, the aggregate
liquidation value of the Preferred Stock will be disclosed at each reporting
date.  See further discussion of the
initial measurement and reporting of the fair value of the warrant below under
the caption “Consideration of whether the warrants should
be classified as equity or as a liability and, if a liability, whether they
should be carried at fair value.”

3

accounting recognition.  However, we have disclosed that the Preferred
Stock has a beneficial conversion price for the shareholders and have disclosed
the aggregate liquidation value at of the Preferred Stock at the applicable
balance sheet date.

In addition to this
non-contingent beneficial conversion feature, the preferred shareholders may
also receive a contingent beneficial conversion feature to the extent that we
elect to defer payment of quarterly dividends such that the dividend value is
added to the stated value and therefore becomes convertible into additional
common shares at a potentially beneficial price.  This contingent beneficial conversion feature
would be measured at the time of the election to defer dividends and recorded
immediately as a charge to additional paid-in capital, since the conversion
option would remain immediately exercisable.

Consideration of whether
the warrants should be classified as equity or as a liability and, if a
liability, whether they should be carried at fair value.

Because the warrant holders
may elect a fair value cash settlement of the instrument in the event of a
change in control transaction (to be measured using the Black Scholes model
pursuant to terms of the transaction) and such an event is viewed to be outside
the control of our company, the warrants should be accounted for as a liability
pursuant to EITF 00-19 (consistent with paragraph 39 of EITF 00-19).  Consistent with Statement 133 DIG B6 and
Statement 150, this liability should be reported at its fair value and any
residual value should be allocated to the Preferred Stock host contract.

This liability
classification is also required because terms of the cash settlement permit the
warrant holders to receive the settlement even if the common shareholders are
to receive some other form of consideration in the transaction.  Paragraph 27 of EITF 00-19 indicates that
such an instrument cannot be classified as equity.

As noted in the discussion
above under the caption “Because the
Preferred Stock conversion feature is not considered a separate derivative
under Statement 133, we considered whether the Preferred Stock terms result in
a beneficial conversion feature to be measured pursuant to EITFs 98-5 and 00-27,”
upon issuance, the fair value of the warrants exceeded the proceeds of the
Preferred Stock and warrant sales by $2,966,000 ($21,001,000 -
$18,035,000).  The warrant should
initially be recorded at a value not in excess of the proceeds of the
offering.  However, consistent with EITF
00-19, the warrant should be marked to its market value immediately following
the transaction.  Accordingly, we
recorded this excess of the fair value over the initially recorded value
($2,966,000) by taking an immediate charge to earnings for this value.  These warrants were again marked to their
market value at April 30, 2005, resulting in an additional charge to earnings.

In addition to the warrants
issued to the preferred shareholders, we issued our placement agent and finder
warrants with the same put rights as those of the preferred shareholders.  Accordingly, these warrants, which are also
reported as a liability at their initial estimated fair value of $1,270,000,
were marked to their market value at April 30, 2005, resulting in an additional
charge to earnings.

Subsequent changes to the fair
value of the warrants will also be recorded as a charge or credit to our
earnings.

4

Regarding the measurement of
fair value, terms of the warrants indicate that the settlement is to be made
based upon the Black Scholes value of the warrants.  Accordingly, the Black Scholes option-pricing
model has been used to measure the liability.

Consideration of whether
the put right embedded in the Preferred Stock or the put right embedded in the
warrants should be bifurcated from the host contracts and accounted for as a
separate derivative.

Put right embedded in the
warrants:

The putable warrants are
accounted for pursuant to EITF 00-19 and Statement 150.  Accordingly, Statement 133 is not applicable
to the put feature associated with the warrants.

Put right embedded in the
Preferred Stock:

Based upon an evaluation of the
requirements of Statement 133 12 a) through 12 c) for bifurcation of embedded derivatives,
we have determined that the put obligations should not be bifurcated from the
preferred stock.  However, based upon the
proposed DIG Issue B38, we believe that it is possible that the put obligation
applicable to the Preferred Stock (not the put embedded in the warrants) may
need to be bifurcated and carried at fair value in the future.  If such bifurcation is required, we would be
required to record a charge to earnings and to record the put features at their
fair values.

Specific to Statement 133
paragraphs 12 a) through c), our evaluation of the put right was as follows:

Paragraph 12a – The embedded derivative is not clearly and closely related to the host
contract as the host contract is an equity host and the cash to be received in
the event of put is not equity-like.

Paragraph
12b – This Preferred Stock with conversion
feature is not otherwise marked to market.

Paragraph 12c – If the put feature were a separate instrument with the same terms, it
would not qualify as a freestanding derivative because the terms do not require
or permit net settlement as set forth in paragraph 6 c) of Statement 133.  Specifically, the put option provides for cash settlement,
but this is not considered net settlement as contemplated by Statement 133
paragraph 9 a) as it is simply the settlement of the put option for its
notional amount.  However DIG issue B38,
if applicable, would require that we bifurcate this put option from the
Preferred Stock host and account for it at its fair value beginning with the
first period commencing after September 15, 2005.

Item
8A.  Controls and Procedures, page 63

2.                                      We note your disclosure that
management has concluded that the Company’s disclosure controls and procedures,
as of the end of the period covered by this report, “are effective in timely
alerting them to material information required to be included in our periodic
filings with the SEC.”  The language that
is currently included after th