UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

Form 10-C

REPORT BY ISSUER OF SECURITIES QUOTED ON NASDAQ
 INTERDEALER QUOTATION SYSTEM

Filed pursuant to Section 13 or 15(d) of the Securities
 Exchange act of 1934 and Rule 13a-17 or 154-17 thereunder

ABIOMED, Inc.
(Exact name of Issuer as specified in charter)

33 Cherry Hill Drive, Danvers, Massachusetts  01923
(Address of principal executive offices)

Issuer s telephone number, including area code (508) 777-5410

I.	CHANGE IN NUMBER OF SHARES OUTSTANDING

Indicate any change (increase or decrease) of 5% or more in the number
 of shares outstanding:

1.	Title of security	Common Stock								

2.	Number of shares outstanding before the change		5,542,266				

3.	Number of shares outstanding after the change		6,970,266				

4.	Effective date of change				July 31, 1996 ____				

5.	Method of change:
		Specify method (such as merger, acquisition, exchange, distribution, stock
		 split, reverse split, acquisition of stock for treasury, etc.)
		Conversion of Class A Common Stock						

	Give brief description of transaction	Shares are being issued in connection 
with the conversion of 1,428,000 Shares of Class A Common Stock into an equal
number of shares of Common Stock.

II. 	CHANGE IN NAME OF ISSUER

1.	Name prior to change										

2.	Name after change										

3.	Effective date of charter amendment changing name							

4.	Date of shareholder approval of change, if required							



July 31, 1996  						/s/ John F. Thero______________________________
Date							John F. Thero, Vice President Finance and 
							Chief Financial Officer