January 9, 2006

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. 2 to Registration Statement on Form S-1
      Filed January 4, 2006
		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. 2 to Form S-1


Prospectus Summary, page 1

1. Expand the summary to include a "Recent Developments" section
briefly summarizing your results of operations for the quarter
ended
December 31, 2005, including total revenues.




Management`s Discussion and Analysis of Financial Condition and
Results of Operation, page 33

Stock Based Compensation, page 35

2. We refer to your response to prior comment six in our letter
dated
December 30, 2005.  We see that you continue to believe that the
fair
value of your common stock based upon a discount for fully diluted
shares outstanding is appropriate.  However, it remains unclear to
us
why the filing range determined by the underwriters would not be a
more appropriate estimate of your fair value of the recently
issued
stock options.  We assume that the underwriters would have
considered
all relevant factors, including potential dilution, in determining
the value of your common stock for the initial public offering.
Considering the timing of the issuance of the options we do not
see
any basis for this discount. Please revise to use the estimated
pricing range obtained from the underwriters at the time of
issuance
of the options or provide details of why you believe that this
difference would not be material.
3. In addition, we note that your valuation range was determined
prior to the receipt of 501(k) clearance by the FDA of the C-Port
system.  Please clarify why 501(k) clearance by the FDA did not
have
a significant impact on the fair value of your common shares.
4. Refer to the revisions made to your document in response to
prior
comment 7 in our letter dated December 30, 2005.  Please reconcile
the disclosures in the second paragraph on page 36 with the chart
provided in response to prior comment 6.

Financial Statements

Note 9.  Shareholder`s (Deficit), page F-23

5. Please revise your footnote regarding deferred compensation
from
issuance of stock options to discuss the methodology used to
determine the fair value of your common shares.  This disclosure
should include your approach as well as the basis for any
significant
assumptions and discounts.

      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 Wojtas, Esq.
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Bernard Hausen
Cardica, Inc.
January 9, 2006
Page 1