SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

Form 8-K

Current Report
Pursuant to Section 13 or 15(d) of the 
Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported)					

					ABIOMED, Inc.					
		   (Exact Name of Registrant as Specified in its Charter)			
	
	Delaware		     I-9585				04-2743260	
(State or other jurisdiction	(Commission    	           (IRS Employer)	
  or incorporation)			  File Number)	     Identification Number	

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

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

						N/A						
			(Former name or former address, if changed since last report)		

Item 5.		Other Events
                                                                                
On July 31, 1996, David M. Lederman elected to convert all of his 
1,428,000 shares of the Company s Class A Common Stock, $.01 par value,
into an equal number of shares of the Company s Common Stock, $.01 par
value (the Common Stock).  As a result of this conversion, the number of
shares of Class A Common Stock outstanding as of July 31, 1996, decreased from 
1,428,000 to zero and there are no further shares  of Class A Common Stock
authorized to be issued or outstanding and the number of shares of Common 
Stock outstanding as of July 31, 1996 has increased from 5,542,266 to
6,970,266 shares.

Item 7.		Financial Statements and Exhibits

		None.
SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the 
registrant has duly caused this Report to be signed on its behalf by
the undersigned, thereunto duly authorized.

								ABIOMED, Inc.		
								(Registrant)			

July 31, 1996			   			By:       /s/ John F. Thero
Date								John F. Thero, VP Finance and 
								Chief Financial Officer