SecProbe.io

CORRESP
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  1185
  Avenue of the Americas

  New York, New York  10036-4003

  Telephone: 212/556-2100

  Fax:  212/556-2222

  www.kslaw.com

  Tracy
  Kimmel

  Direct Dial: 212/556-2294

  tkimmel@kslaw.com

June 7, 2005

Securities and Exchange Commission

Division of Corporation Finance

Mail Stop 0409

Washington, D.C.
20549

  Attention:

  Peggy Fisher

  Assistant
  Director

  Alan Morris

  Re:

  ev3
  Inc.

  Amendment
  No. 2 to Registration Statement on Form S-1

  Filed
  May 27, 2005

  Amendment
  No. 3 to Registration Statement on Form S-1

  Filed
  May 31, 2005

  File
  No. 333-123851

Ladies and Gentlemen:

On behalf of ev3 Inc. (the
“Company”), we are responding to the Staff’s comments contained in its letter
dated June 3, 2005 regarding Amendment No. 2 (“Amendment No. 2”)
to the Company’s Registration Statement on Form S-1 (File No. 333-123851)
(the “Registration Statement”) filed under the Securities Act of 1933, as
amended (the “Securities Act”), with the Securities and Exchange Commission
(the “Commission”) on May 27, 2005 and Amendment No. 3 (“Amendment No. 3”)
to the Registration Statement filed with the Commission on May 31, 2005.  For your convenience, this letter sets forth
in italics each of the Staff’s comments before each response.

Risk Factors – Page 13

1.        We note that you could incur
potential penalties, fees, interest and duty payments related to information
incorrectly reported on certain shipments to the United States and Europe.  If

material,
it appears that appropriate footnote disclosure should be provided.  Please revise or advise.

Response:  As
disclosed on pages 23 and 108 of Amendment No. 3, the Company does
not believe any monies are owed to any government as a result of the referenced
potential reporting errors other than processing fees of a nonmaterial
amount.  Although the Company has
disclosed in Amendment No. 3 that the Company may incur penalties,
additional fees, interest and duty payments if customs regulators disagree with
the Company’s assessment, the Company does not believe at this time that such
liabilities are likely or, if incurred, that they will be material.  Therefore, the Company believes that
disclosure of the potential liabilities in the footnotes to its combined
consolidated financial statements is not required.

Capitalization Table – Page 40

2.        Revise to reconcile the number of
outstanding shares of common stock on page 41 of 83,911,685 to the amount
on the consolidated balance sheet on page F-5 of 80,907,353.  It appears that the difference relates to the
3,004,332 shares for The Vertical Group.
Please revise or advise.

Response:  For the Staff’s convenience, set forth
below is a summary of the shares set forth in the column captioned “Pro Forma
for MTI Share Contribution and Merger ev3 Inc.” in “Capitalization” in Amendment
No. 3 and in the combined consolidated balance sheets on page F-5 of
Amendment No. 3.

Capitalization
Table

  Shares/Units

  Actual common membership units outstanding at
  April 3, 2005

  4,984,799

  Common membership units issued on May 26, 2006
  to Warburg Pincus LLC and certain of its affiliates (collectively, “Warburg
  Pincus”) in exchange for the contribution of shares of Micro
  Therapeutics, Inc. (“MTI”)

  10,804,500

  Conversion of redeemable convertible preferred
  membership units A and B

  65,118,054

  Common membership units issued to The Vertical
  Group, L.P. and certain of its affiliates (collectively, “The Vertical
  Group”) on May 26, 2005 in exchange for the contribution of MTI shares

  3,004,332

  83,911,685

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Combined Consolidated Balance Sheets (1)

  Shares/Units

  Actual common membership units outstanding at
  April 3, 2005

  4,984,799

  Common membership units issued on May 26, 2006
  to Warburg Pincus in exchange for the contribution of MTI shares

  10,804,500

  Conversion of redeemable convertible preferred
  membership units A and B

  65,118,054

  80,907,353

  One for six reverse stock split

  13,484,559

  Shares of common stock to be issued in exchange for
  the contribution of demand notes payable

  16,433,706

  Pro forma shares outstanding (2)

  29,918,265

(1)           The pro
forma column in the combined consolidated balance sheet on page F-5 of
Amendment No. 3 presents the pro forma impact of the reorganization
transactions and reverse stock split on the capitalization that existed as of
the April 3, 2005 balance sheet date.
It does not give effect to new capital that will be issued in connection
with the reorganization transactions, except to the extent already included in
the historical combined consolidated balance sheet, or the Company’s initial
public offering.  As a result, shares to
be issued in connection with the initial public offering and common membership
units issued to The Vertical Group in connection with its contribution of MTI
shares are excluded from the pro forma combined consolidated balance sheet.

(2)           The pro
forma shares outstanding disclosed on page F-5 of Amendment No. 3 of
80,907,353 inadvertently did not give effect to the one for six reverse stock
split or the contribution of demand notes payable.  The correct number of shares issued and
outstanding pro forma of 29,918,265 will be set forth in the final prospectus
filed by the Company with the Commission pursuant to Rule 424(b) under
the Securities Act.  The dollar balances
reported in the pro forma column in the combined consolidated balance sheet
included in Amendment No. 3 are correct.

As noted by the Staff, the difference of 3,004,332
shares between the number of shares set forth in “Capitalization” and in the
combined consolidated balance sheets corresponds to the MTI shares contributed
by The Vertical Group.  As described on page 40
of Amendment No. 3, the column captioned “Pro Forma for MTI Share
Contribution and Merger ev3 Inc.” in “Capitalization” is intended to disclose
to investors the capitalization of the Company after giving effect to the MTI
share contribution by both Warburg Pincus and The Vertical Group as well as the
merger of ev3 LLC with and into the Company.
As described above, the pro forma information in the combined
consolidated balance sheet does not give effect to the contribution of MTI
shares by The Vertical Group because it represents new capital issued after the
balance sheet date in exchange for securities of an entity other than the
issuer.  The historical combined
consolidated balance sheet, and therefore also the pro forma information in the
combined consolidated balance sheet, includes the effect of the Warburg Pincus
contribution of MTI shares as Warburg Pincus is the controlling shareholder and
the contribution of these shares is

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accounted for as a
transfer of assets between entities under common control resulting in the
retention of historical based accounting.
The combined consolidated financial statements included in Amendment No. 3
give effect to the contribution of MTI shares owned by Warburg Pincus as though
such contribution occurred in 2003 and 2004 when Warburg Pincus acquired its
interest in MTI.  Because The Vertical
Group is a minority shareholder, the contribution of the MTI shares owned by
The Vertical Group will be accounted for under the purchase method of
accounting on May 26, 2005, the contribution date, and is not given effect
in the combined consolidated financial statements included in Amendment No. 3.  The Company has described this accounting
treatment in the Registration Statement.
See “Prospectus Summary – Our Structure,” “Prospectus Summary – Summary
Combined Consolidated Financial Data,” “Capitalization,” “Dilution,” “Selected
Combined Consolidated Financial Data” and “Management’s Discussion and Analysis
of Financial Condition and Results of Operations” on pages 7, 11, 40, 43,
45 and 48-49 of Amendment No. 3.
See also the response below to the Staff’s comment 3.

The Company notes that the number of shares of
30,791,513 set forth in the column captioned “Pro Forma for Reorganization
Transactions and Reverse Stock Split ev3 Inc.” in “Capitalization” includes: (1) the
500,722 common membership units issued to The Vertical Group on May 26,
2005 in connection with its contribution of MTI shares; and (2) an
aggregate of 16,806,164 shares to be issued in exchange for the contribution of
demand notes by Warburg Pincus and The Vertical Group, including 372,526 shares
to be issued in connection with additional accrued and unpaid interest thereon
pursuant to the agreement which governs this contribution.  As discussed above, the pro forma shares
outstanding in the combined consolidated balance sheet does not include the
500,722 common membership units to The Vertical Group.  In addition, because the 372,526 shares to be
issued in connection with the accrued and unpaid interest on the demand notes
represents interest accrued after the balance sheet date of April 3, 2005,
such shares are not included in the pro forma information in the combined
consolidated balance sheet.

3.        We note the number of outstanding
common membership units of 15,789,299 on your Capitalization Table as of April 3,
2005.  Please tell us what common
membership units existed as of April 3, 2005.  Specifically why do you include the Warburg
Pincus shares of 10,804,500 and not the Vertical Group shares of
3,004,332.  Also, tell us why this does
not reconcile to your unaudited balance sheet as of April 3, 2005 on page F-5.

Response:  There were 4,984,799 common membership units
of ev3 LLC outstanding at April 3, 2005.
As described above and in the Registration Statement, the number of
common membership units set forth in the combined consolidated balance sheet,
and therefore in the column captioned “Actual ev3 LLC” in “Capitalization,”
also includes the 10,804,550 common membership units issued to Warburg Pincus
in connection with its contribution of MTI shares to ev3 LLC on May 26,
2005.  The contribution of the MTI shares
owned by The Vertical Group, a minority shareholder, will be accounted for
under the purchase method of accounting on May 26, 2005, the contribution
date, and is not given effect in the combined consolidated financial statements
included in the Registration Statement.
This contribution is therefore not reflected in

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the historical “Actual ev3 LLC” column set forth in “Capitalization”
in the Registration Statement.

Government Regulation – Page 98

4.        We note the disclosure added on pages 101-102
and 104 disclosing recent reports to the FDA regarding complications that
occurred in the use of your products.
Expand the risk factors section to discuss, or tell us why you
believe no further disclosure is warranted.

Response:  The Company notes that reports to U.S. and
European Union regulatory authorities such as those described on pages 101-102
and 104 of Amendment No. 3, including in the disclosure added in Amendment
No. 3, occur in the ordinary course of business for companies in the
medical device industry, including the Company.
The disclosure added in Amendment No. 3 was intended only to update
the existing disclosure from December 31, 2004 to a more recent date.  The Company believes that the risks
associated with its products and reporting to regulatory agencies are
adequately disclosed in “Risk Factors – Our products and facilities are subject
to extensive regulation with which compliance is costly and which exposes us to
penalties for non-compliance. We may not be able to obtain required regulatory
approvals for our products in a cost-effective manner or at all, which could
adversely affect our business and results of operations” and “Risk Factors –We
are exposed to product liability claims that could have an adverse effect on
our business and results of operations” on pages 20-22 and 27-28 of
Amendment No. 3, respectively.
Because the Company believes that the incidents identified on pages 101-102
and 104 of Amendment No. 3 occur in the ordinary course of its business
and the general risks associated with these incidents are disclosed in the risk
factors referenced above, it does not believe that additional specific
disclosure in the “Risk Factors” section is necessary.

Consolidated Financial Statements

Combined Consolidated Statements of Operations – Page F-6

5.        Please tell us why the weighted
average units outstanding and the loss per membership unit for the years ended December 31,
2003 and 2004 changed from those amounts previously reported.

Response:  The
weighted average units outstanding and the loss per membership unit for the
years ended December 31, 2003 and 2004 changed from those amounts
previously reported as a result of the consummation of the contribution of the
MTI shares held by Warburg Pincus on May 26, 2005.  As discussed above, the MTI shares
contributed by Warburg Pincus are included in the historical combined
consolidated financial statements as the contribution is accounted for as a
transfer of assets between entities under common control resulting in the
retention of historical based accounting.
Amendment No. 2 was updated to reflect the actual shares
outstanding as though such contribution occurred in 2003 and 2004 when Warburg
Pincus acquired its interest in MTI.
Prior to the filing of Amendment No. 2, the Registration Statement
included an estimated number of common membership units to be issued upon the

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consummation of the MTI share contribution.  On May 26, 2005, the contribution was
consummated and ev3 LLC issued 10,804,500 common membership units to Warburg
Pincus.

Note 23.
Subsequent Events – Page F-50

6.        We note from January 1, 2005
to May 25, 2005 you reported 34 medical device reports to the FDA, two of
which were patient deaths associated with the use of your product.  Please tell us if any litigation has been
filed related to these reports.  Also,
you should update your disclosure to discuss these matters.  If you believe no additional disclosure is
necessary, please explain.

Response:  The Company is not aware of any litigation
against the Company relating to the referenced reports.  As discussed above in the Company’s response
to the Staff’s comment 4, the Company believes that reports such as those
referenced occur in the ordinary course of its business.  At this time, the Company does not believe
that any of the related incidents are likely to result in material losses to
the Company.  Consequently, the Company
does not believe that additional disclosure is necessary in the combined
consolidated financial statements included in the Registration Statement.

*   *   *   *

We hope the foregoing information is helpful.  If we can be of any assistance to the Staff
in explaining these responses or the changes in Amendment No. 2 and
Amendment No. 3, please let us know.
Please contact me with any questions or comments at (212) 556-2294.

  Very truly yours,

  /s/ Tracy Kimmel

  Tracy Kimmel

  cc:

  Julie Sherman – Securities and Exchange Commission

  Angela Crane – Securities and Exchange Commission

  L. Cecily Hines – ev3 Inc.

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