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MedicalCV, Inc.

9725 South Robert Trail

Inver Grove Heights, MN  55077

  VIA EDGAR

  December 7, 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 November 4, 2005.  Our responses follow the comments included in
your letter, which are presented in boldface type.

Form 10-KSB for the Fiscal Year Ended April 30, 2005

Financial Statements, page 40

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

Preferred Stock, page 57

1.                                      Please refer to prior comment 1
of our letter dated September 1, 2005.  Please respond to the following comments
regarding your preferred stock:

•                  Please
tell us about your assessment of the whether or not the conversion option of
the preferred stock should be bifurcated from the host contract pursuant to
paragraphs 11(a) and 12 of SFAS 133.
In this regard, please discuss your consideration of the nature of the
host contract as being more akin to equity than debt in your analysis under
paragraph 12(a) of SFAS 133.  Please
refer to paragraph 61(l) of SFAS 133.
Please also discuss, if applicable, your analysis of whether or not the
instrument meets the scope exception of paragraph 11(a) of SFAS 133 by
discussing you analysis of the conversion feature under paragraphs 12-32 of
EITF 00-19.

The
embedded derivative (common stock conversion feature) is clearly and closely
related to the host contract (the preferred stock). Specifically the embedded derivative is 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. Our conclusion that
the preferred stock is an equity host is consistent with paragraph 61(l) of
SFAS 133 because the preferred stock is a cumulative participating perpetual
preferred stock.  In particular, we note
that the preferred stock does

not contain a mandatory redemption provision and is
redeemable only in the event of certain events (which are discussed in more
detail elsewhere in this response). Because the embedded derivative and host
contract are clearly and closely related, paragraph 12(a) of SFAS 133
dictates that the conversion feature should not be bifurcated from the preferred stock host
contract 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)), or the scope exception of paragraph 11(a) of
SFAS 133, is not considered necessary as these provisions of the standard are
not applicable.

•                  We note, from page 29, that
if you were to issue additional equity securities at a per share price lower
than the current conversion price of the preferred stock, then the conversion
price of the preferred stock would automatically adjust downward to be equal to
the common stock equivalent price of such newly-issued securities and an
additional charge would be recorded.  Please
tell us and disclose in future filings the terms related to changes in the
conversion price of the security.  Tell
us how you will account for and measure those charges.

The terms related to changes in the conversion price
of the preferred stock are set forth below.
We will include this description in our future filings:

If
we, at any time while shares of preferred stock are outstanding, issue any
common stock or any common stock equivalents entitling any person to acquire
shares of common stock at a price per share less than the conversion price,
then the conversion price will automatically adjust to the lowest conversion,
exchange or purchase price for such common stock or common stock equivalents.

In
addition, the following events could
result in a reduction to the conversion price of the preferred stock:  (1) stock dividends and splits, (2) changes
in the exercise or conversion price of outstanding warrants, rights, options or
convertible securities, and (3) fundamental transactions (as defined),
including a merger, consolidation, sale of substantially all assets, tender
offer, exchange offer, reclassification of our common stock, or compulsory
share exchange.

The following issuances
are excepted from application of these anti-dilution provisions:  (1) issuances of securities upon the
exercise or conversion of any common stock or common stock equivalent issued
prior to the issuance of the preferred stock, (2) grants of common stock
equivalents under duly authorized stock option, restricted stock or stock
purchase plans, and the issuance of common stock in respect thereof, (3) issuances
of securities pursuant to the transaction documents (as defined), (4) the
issuance of up to an aggregate of 1,680,000 shares of common stock underlying
warrants to our placement agent and finder as compensation in connection with
the issuance of the preferred stock, (5) the issuance of an aggregate of
10,000,000 shares of common stock or common stock equivalents in connection
with strategic transactions (as defined), of which up to 3,000,000 shares of
common stock or common stock equivalents may be issued in connection with
strategic transactions not approved by our shareholders, (6) the issuance
of up to an aggregate of 1,000,000 shares of common stock or common stock
equivalents to our primary landlord in

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connection with any
restructuring of our headquarter’s lease, and (7) the issuance of up to an
aggregate of 8,171,000 shares of common stock pursuant to options that may be
issued to members of our management.

We also wish to advise
the Staff that, as the events that could trigger a reduction in the conversion
price are contingent and currently not probable, there has been no reduction to
the conversion price of the preferred stock to date.  In the event that one of the events described
above becomes probable, the measurement of the effect will be the incremental
value of the modification (computed as the difference between the fair value of
the preferred stock with the new conversion prices and the fair value of the
preferred stock with the old conversion price on the modification date)
multiplied by the number of common shares available for conversion.  This will be recorded as an increase to the
mezzanine preferred stock and a reduction to earnings available to common
stockholders as an effective dividend to preferred shareholders, following the
presentation guidance in EITF Topic D-42.

•                  We note, from the disclosure on page 30,
that if you fail to file and maintain the registration statements, your
preferred shareholders may be able to require you to redeem their preferred
stock for cash at 110 percent of the stated value of the preferred stock.  Please tell us how you considered this
redemption provision in determining the appropriate accounting for and
valuation of the security.

If we do not register,
and maintain the effectiveness of the registration of, common shares underlying
the preferred stock conversion option, the preferred shareholders have the
option to require us to redeem the shares at 110 percent of their stated
value.  Maintaining the effectiveness of
such a registration statement is outside of our control as defined by ASR 268
and D-98.  As a result of this conclusion
(which was also based upon other contingent redemption provisions, such as the
preferred shareholders’ right to require redemption upon a change of control,
as defined), we determined that the preferred stock should be reported as a
mezzanine instrument on our balance sheet.
As noted in our response to your letter dated September 1, 2005, no
value was allocated to the preferred stock because the fair value of the
warrants issued in connection with the sale of the preferred stock exceeded the
proceeds we received.

•                  Please tell us and disclose in
future filings your accounting policy with respect to the measurement of the
redeemable preferred stock.  In this
regard discuss whether or not the security is redeemable currently (for
example, at the option of the holder).
If the security is not redeemable currently (for example, because a
contingency has not been met), tell us and disclose whether or not you believe
it is probable that the security will become redeemable.  If you believe it is not probable, you should
tell us and disclose why you believe it is not probable that the security will
become redeemable.  Please also tell us
and disclose in future filings how you will classify any resulting increases or
decreases in the carrying amount of the redeemable security.  Refer to EITF Topic D-98.

The preferred stock is not currently redeemable at
the option of the preferred stockholders or at our option.  The preferred stock will become redeemable,
at a price per share equal to 110% of the stated value plus any accrued but
unpaid dividends, at the option of the preferred stockholders in the following
conditions:

•                  If we fail to
comply with terms of the securities purchase agreement, the preferred stock,
the certificate of designation relating to the preferred stock, the
registration rights

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agreement, the escrow agreement, the warrants or
any other documents or agreements executed in connection with the preferred
stock transaction (the “transaction documents”), or

•                  If (1) at
least 25% of the shares of preferred stock are outstanding, (2) we enter
into any agreement with respect to a change in control transaction (as
defined), including a fundamental transaction (as defined), (3) we do not
obtain the affirmative vote of the holders of at least a majority of the shares
of preferred stock then outstanding for the change in control transaction, and (4) the
equity conditions (as defined) are not satisfied with respect to all of the
shares of common stock then issuable on account of all outstanding shares of
preferred stock.

Although it is possible that, in the future, we
will sell or merge our company or fail to comply with the terms of the
transaction documents, at this time, we do not believe that it is probable that
these conditions will occur.  We do not
believe redemption is probable because we believe we are in compliance with
terms of the transaction documents and we are not presently engaged in any
activities that suggest that a sale or merger of our company is probable.

Consistent with EITF Topic D-98, because we do not
believe that redemption is probable, we have not accreted the carrying value of
the preferred stock to its redemption value.
However, we have disclosed and will continue to disclose the aggregate
liquidation value of the preferred stock.  If redemption becomes probable, we will accrete the carrying value of
the preferred stock to its redemption value and charge paid-in capital (based
upon the absence of retained earnings).
If there are subsequent increases or decreases in the redemption value
of the preferred stock, we will also record such increases and decreases as
charges to paid-in capital.

We will disclose in our future filings whether or
not we believe redemption of our preferred stock is probable, and the reasons
therefor.  We will also disclose, in our
future filings, our accounting policy for measuring and reporting the value of
our preferred stock (including increases or decreases in the redemption value)
in the event redemption becomes probable.

•                  We note, from the disclosure on page 30,
that in connection with your April  2005 private placement, you entered
into a registration rights agreement in which you agreed to register and
maintain effective registration for a period up to five years for the common
stock issuable upon conversion of the preferred stock and exercise of the
warrants.  You may incur liquidated
damages of 1.5% per month as a result of your failure to register or maintain
effective registration.  In your September 14,
2005 response letter you also refer to a requirement to maintain listing of
your shares.  Please tell us and disclose
in the notes to your financial statements in future filings all of the
significant terms of your registration rights agreement.  Please also tell us and disclose in future
filings whether or not there is a maximum penalty associated with these rights.

As
disclosed in our Registration Statement on Form SB-2 (File No. 333-124457),
in connection with the securities purchase agreement, we entered into a
registration rights agreement with the investors whereby we agreed to prepare
and file with the SEC registration statements covering the resale of all
registrable securities on a continuous basis, and to use our best efforts to
keep the registration statement effective until the earlier of the fifth anniversary
after its effective date or the date on which all of such securities have been
sold or may be sold by the holders pursuant to SEC Rule 144(k).  Such registration statement(s)

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will
be at the expense of our company.  If a
registration statement is not filed on or before its filing date, or a
registration statement is not declared effective on or before a required
effectiveness date, or, after its effective date, a registration statement
ceases to be effective for more than an aggregate of 40 trading days in any 12-month
period, we have agreed to pay each preferred shareholder an amount as
liquidated damages equal to 1.5% of the aggregate investment amount originally
paid by the holder for shares pursuant to the securities purchase agreement and
on each monthly anniversary of our failure to effect such registration (in the
aggregate, this equates to approximately $9,000 per day).  There is no cap on the amount of liquidated
damages we may be required to pay under this agreement.

We
have also agreed to customary provisions with respect to the indemnification of
investors, their officers, directors, agents, investment advisors, partners,
members and employees and controlling persons against losses and expenses
incurred or arising out of untrue or alleged untrue statements of material fact
in any registration statement or prospectus, and the holders have agreed to
indemnify our company, directors, officers, agents, employees and controlling
persons against losses arising out of an investor’s failure to comply with
prospectus delivery requirements or any untrue statement of material fact in
any registration statement or prospectus furnished by an investor in writing
for use therein.

We
will disclose in future filings the significant terms of our registration
rights agreement and the fact that there is no maximum penalty associated with
our failure to comply with terms of this agreement.

•                  Please revise your balance sheet
in future filings to state, if true, that the 5% series A convertible preferred
stock is redeemable.

We will revise our balance sheet in future filings
to describe our preferred stock as “5% series A redeemable, convertible
preferred stock.”

•                  Please tell us and disclose in
future filings the significant terms of each settlement alternative and the
identification of the entity that controls the settlement alternative.

The significant terms of each settlement
alternative, including the entity that controls such alternative, are set forth
below.  We will include this description
in our future filings:

The preferred stock is convertible into common stock
at the then applicable conversion ratio, at the option of a holder, at any
time.  In general, the number of shares
of common stock that may be acquired by a holder upon any conversion of
preferred