December 30, 2005

Mail Stop 6010


Bernard Hausen, M.D., Ph.D.
Chief Executive Officer
Cardica, Inc.
900 Saginaw Drive
Redwood City, California 94063

      Re:	Cardica, Inc.
      Amendment No. 1 to Registration Statement on Form S-1
      Filed December 20, 2005
		File No. 333-129497

Dear Mr. Hausen:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.  After
reviewing this information, we may raise additional comments.

      We welcome any questions you may have about our comments or
any
other aspect of our review.  Feel free to call us at the telephone
numbers listed at the end of this letter.

Amendment No. 1 to Form S-1

1. We note your revised disclosure in response to comment 8 in our
letter dated November 30, 2005.  Please explain in more detail the
circumstances surrounding the termination of the distribution and
development agreement with Guidant in September 2004.  If Guidant
terminated the agreement prior to its expiration, please expand
your
disclosure to explain why.
2. The supplemental materials are not marked to indicate how they
support the business, industry, and product disclosure in your
filing.  In order to expedite our review, please identify the
information in the filing that you believe the supplemental
materials
support, and provide the relevant page numbers in the supplemental
materials.

Risk Factors, page 7

3. We note that one customer accounted for 90% of total revenue
for
the three month period ended September 30, 2005.  We also note
that
your revenues for that quarter totaled $168,000 and your accounts
receivable increased $62,000.  In an appropriate risk factor,
expand
to discuss the risks related to your dependence on one customer,
and
identify the customer.

Our products may never gain any significant degree of market
acceptance..., page 10

4. Please explain in further detail the "characteristics" that may
differ significantly between European patients and U.S. patients.

We could be exposed to significant product liability claims...,
page
16

5. Expand to disclose whether you are aware of any existing
product
liability claims.

Management`s Discussion and Analysis, page 33

Stock-Based Compensation, page 35

6. We note your response to prior comment 37 in our letter dated
November 30, 2005.  We also note your recent discussions with
underwriters regarding the proposed filing range and the
significant
issuance of your stock options during the same timeframe.
Additionally, we see your recent reassessment of fair value of
common
stock based on fully diluted shares outstanding.  We note that the
public offering range disclosed in your document is based on an
estimate of fair value exclusive of the effect of convertible or
exercisable securities.  Please clarify the basis for the
"discount"
for fully diluted shares outstanding and why the determination of
fair value should be based upon a fully diluted basis. In
addition,
tell us why you do not believe that the filing range determined by
the underwriters is a more appropriate estimate of the fair value
of
the recently issued stock options.
7. Please revise to disclose the specific methodology used in the
"market-based approach" to determine the reassessed fair value per
share. The methodology used to determine the reassessed fair value
and the basis for all significant assumptions and any discounts
should be clearly disclosed.

Results of Operations, page 37

Three Months Ended September 30, 2004 and 2005, page 37

8. We see that you had inventory write-offs for obsolete PAS-Port
systems in the three months ended September 30, 2005.  Please
revise
to quantify the amount of the write-down and to disclose the
circumstances that led to the impairment.

9. Please tell us the accounting for the repayment of loans to the
three directors with common stock October 2005, including how you
determined the value of the stock used for repayment.

Business, page 44

10. In an appropriate location in this section, discuss the
material
terms of the sponsored research agreement referred to in Note 5 to
the financial statements on page F-20.

Employee Benefit Plans, page 78

11. Give the material number of stock options issued in July,
2005,
expand the disclosure to state the total number of options granted
at
that time, the option exercise price for the shares, and the
deemed
fair market value at the time of the grant.  Identify the
individuals
who received a significant number of options and the number of
options each received-at a minimum that would be Messrs. Knodel,
Newell and Hausen.

Loans to Executive Officers and Directors, page 84

12. We note the disclosure in the first paragraph on page 37
discussing non-cash compensation expense recorded in connection
with
these loans.  Expand to discuss here.

Transactions with a Relative..., page 87

13. Expand to disclose amounts paid to Bryan Knodel and/or his
firm
over the last three years for consulting services.

Financial Statements

Report of Independent Registered Public Accounting Firm, page F-2

14. We note your "draft" report for the effect of a reverse stock
split of your stock.  Prior to going effective, the audit report
should be signed and the draft language should be removed.   The
same
applies to the Consent of Independent Registered Public Accounting
Firm, filed as exhibit 23.1.

Statements of Cash Flows, page F-9

15. Please revise to clearly indicate the financial statements
periods that are unaudited.

Note 8.  Notes Payable, page F-22

16. Refer to prior comment 32 in our letter dated November 30,
2005.
We see your disclosure that the $1.1 million expense for the early
extinguishment of debt related to the issuance of preferred stock
to
pay for interest due on the notes payable and $460,000 related to
the
acceleration of the amortization of warrant expense recorded as a
discount to the debt.  Please clarify why the issuance of
preferred
stock for accrued interest would result in an additional charge to
interest

	expense. We presume that you recorded interest related to the
debt as a period 	expense when it became due.

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      You may contact Kristin Lochhead at (202) 551-3664 or Brian
Cascio, Accounting Branch Chief, at (202) 551-3676 if you have
questions regarding comments on the financial statements and
related
matters.  Please contact Eduardo Aleman at (202) 551-3646 or me at
(202) 551-3800 with any other questions.


      					Sincerely,



      					Peggy Fisher
      Assistant Director



cc(via facsimile):  Nancy Wotjas, Esq.
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Bernard Hausen
Cardica, Inc.
December 30, 2005
Page 1