As filed with the Securities and Exchange Commission on 
December 12,1997  
	Registration No. 333-36657 
SECURITIES AND EXCHANGE COMMISSION 
Washington, D.C.  20549  
_________________________ 
POST-EFFECTIVE AMENDMENT NO. 2  
TO 
FORM S-3 
REGISTRATION STATEMENT 
Under 
The Securities Act of 1933 
_________________________ 
ABIOMED, Inc. 
(Exact Name Of Registrant As Specified In Its Charter) 
________________________ 
Delaware		       	  04-2743260
(State or Other Jurisdiction of      (I.R.S. Employer 
Incorporation or Organization)       Identification 
Number) 
33 Cherry Hill Drive, Danvers, Massachusetts 01923 
 (978) 777-5410 
(Address, including Zip Code, and Telephone Number, 
including Area Code, of Registrant's Principal 
Executive Offices) __________________________ 
Dr. David M. Lederman 
President and Chief Executive Officer 
ABIOMED, Inc. 
33 Cherry Hill Drive 
Danvers, Massachusetts 01923  (978) 777-5410 
(Name, Address, including Zip Code, and Telephone 
Number, including Area Code, of Agent for Service) 
__________________________ 
Copies to: 
Philip J. Flink, Esquire   Steven C. Browne,Esquire
Brown, Rudnick, Freed      Testa, Hurwitz&Thibeault,LLP
& Gesmer	            High Street Tower 
One Financial Center        125 High Street 
Boston, Massachusetts 02111 Boston, Massachusetts 02110
(617) 856-8200  			(617) 248-7000   

 
ABIOMED, Inc. (the "Company") hereby seeks to deregister 
a total  of 2,470,000 shares (the "Shares") of the 
Company's Common Stock, $.01  par value per share, which 
were registered in connection with the  Company's 
Registration Statement on Form S-3, File No. 333-36657 
(the  "Registration Statement"), which was declared 
effective on November 3,  1997.  Pursuant to the 
Company's Post-Effective Amendment No. 1 to  Form S-3, 
the Company reduced the size of the offering 
contemplated by the Registration Statement and only sold 
290,000 shares.  As a result, of  the 2,760,000 shares 
registered in connection with the Registration  
Statement, 2,470,000 Shares should be deregistered. 
SIGNATURE 
Pursuant to the requirements of the Securities Act of 
1933, as amended, and Rule 478 promulgated thereunder, 
the Registrant has caused  this Post-Effective 
Amendment No. 2 to the Registration Statement on  Form 
S-3, File No. 333-36657, to be signed on its behalf by 
the  undersigned, thereunto duly authorized, in the 
Town of Danvers,  Commonwealth of Massachusetts, on 
December 12, 1997. 

ABIOMED, INC. 
By:	/s/   John F. Thero      
	John F. Thero 
	Vice President - Finance 
	and Treasurer 
	Chief Financial Officer 
	Principal Accounting  
	Officer