8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K/A

Amendment No. 1 to CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): August 8, 2007

NMT Medical, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware 000-21001 95-4090463

(State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.)

27 Wormwood Street
Boston, Massachusetts 02210-1625

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (617) 737-0930

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Explanatory Note

NMT Medical, Inc. (the “Company”) is furnishing this Amendment No. 1 on Form 8-K/A to its Current Report on Form 8-K dated August 8, 2007 and filed with the Securities and Exchange Commission on August 10, 2007, to amend the definition of the Relevant Period (as defined below) so that such Relevant Period includes the interim period from the date of the Company’s last audited financial statements to August 8, 2007.

Item 4.01. Changes in Registrant’s Certifying Accountant

(a) On August 8, 2007, the Audit Committee of the Board of Directors of NMT Medical, Inc. dismissed Ernst & Young LLP (“Ernst & Young”) as its independent registered public accounting firm.

The reports of Ernst & Young on the Company’s consolidated financial statements as of and for the fiscal years ended December 31, 2005 and 2006 did not contain any adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles.

During the Company’s fiscal years ended December 31, 2005 and 2006 and through August 8, 2007 (the “Relevant Period”), (a) there were no disagreements with Ernst & Young on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Ernst & Young, would have caused them to make reference thereto in their reports on the financial statements for such years and (b) there were no reportable events as defined in Item 304(a)(1)(v) of Regulation S-K.

The Company has furnished a copy of the above disclosure to Ernst & Young and in response to the Company’s request Ernst & Young has furnished the Company with a letter addressed to the Securities and Exchange Commission stating whether or not it agrees with the above statements. A copy of such letter dated August 20, 2007 is attached as Exhibit 16.2 to this Form 8-K/A.

(b) On August 8, 2007, the Company’s Audit Committee selected Deloitte & Touche LLP (“Deloitte & Touche”) to serve as the Company’s independent registered public accounting firm to (i) review the Company’s consolidated financial statements beginning with the fiscal quarter ending September 30, 2007 and (ii) audit the Company’s consolidated financial statements beginning with fiscal year ending December 31, 2007.

During the Relevant Period, neither the Company nor anyone on behalf of the Company consulted with Deloitte & Touche on any matter regarding: (1) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s consolidated financial statements, and neither a written report was provided to the Company nor oral advice was provided that Deloitte & Touche concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or (2) either a disagreement or a reportable event, as defined in Item 304(a)(1)(iv) and (v) of Regulation S-K, respectively.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

See Exhibit Index attached hereto.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	NMT MEDICAL, INC.
Date: August 20, 2007	By:	/s/ Richard E. Davis
		Richard E. Davis Executive Vice President and Chief Financial Officer

Exhibit Index

Exhibit No.	Description
16	Letter from Ernst & Young LLP dated August 10, 2007, addressed to the Securities and Exchange Commission*
16.2	Letter from Ernst & Young LLP dated August 20, 2007, addressed to the Securities and Exchange Commission
99.1	Press Release dated August 10, 2007*

* Previously filed.

EX-16.2

Exhibit 16.2

August 20, 2007

Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

Gentlemen:

We have read Item 4.01 of Form 8-K/A dated August 8, 2007 of NMT Medical, Inc. and are in agreement with the statements contained in the first, second and third paragraphs in Item 4.01.

We have no basis to agree or disagree with other statements of the registrant contained therein.

/s/ Ernst & Young LLP

CORRESP

August 20, 2007

By EDGAR Transmission

Securities and Exchange Commission

Division of Corporate Finance

100 F Street, NE

Washington, DC 20549

Attention: Angela J. Crane, Accounting Branch Chief

Dennis C. Hult, Staff Accountant

Re: NMT Medical, Inc. (File No. 000-21001)

Form 8-K dated August 8, 2007 and filed August 10, 2007

Ladies and Gentlemen:

On behalf of NMT Medical, Inc. (“NMT Medical” or the “Company”), this letter is submitted in response to comments contained in a letter dated August 14, 2007 (the “Letter”) from Dennis C. Hult of the Staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”), to Richard E. Davis, Executive Vice President and Chief Financial Officer of NMT Medical. The responses contained herein are based upon information provided to Wilmer Cutler Pickering Hale and Dorr LLP by the Company. The responses are keyed to the number of comments in the Letter.

1. Amend Item 4(a) of Form 8-K to cover the interim period from the date of the last audited financial statements to August 8, 2007, the date of dismissal. See Item 304(a)(1)(IV) of Regulation S-K. We note that you refer to fiscal years ended December 31, 2005 and 2006 and through June 30, 2007 (the “Relevant Period”).

Response: The Company supplementally advises the Staff that the Company is filing herewith Amendment No. 1 on Form 8-K/A to the Company’s Current Report on Form 8-K dated August 8, 2007 for the purpose of amending Item 4(a) of the above-referenced Form 8-K to cover the interim period from the date of the last audited financial statements to August 8, 2007

2. To the extent that you make changes to the Form 8-K to comply with our comments, please obtain and file an updated Exhibit 16 letter from the former accountants stating whether the accountant agrees with the statements made in your revised Form 8-K.

Response: The Company supplementally advises the Staff that the Company is filing an updated Exhibit 16 letter as Exhibit 16.2 to Amendment No. 1 on Form 8-K/A to its Current Report on Form 8-K dated August 8, 2007, filed herewith.

* * *

In connection with this response, NMT Medical has authorized us to acknowledge to you, on its behalf, that:

August 20, 2007

Page 2

• NMT Medical is responsible for the adequacy and accuracy of the disclosure in its filings;

• Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and

• NMT Medical may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please telephone the undersigned at (617) 526-6815 or Michael J. LaCascia of this Firm at (617) 526-6671 with any questions concerning this letter.

Very truly yours,

Katherine B. Weir

cc: Michael J. LaCascia