<PAGE>
 
As filed with the Securities and Exchange Commission on September 20, 1996
                                             Registration No. 333-
                                             
================================================================================


                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                   FORM S-8
                            REGISTRATION STATEMENT 
                                  UNDER THE 
                            SECURITIES ACT OF 1933




                            CAMBRIDGE HEART, INC.  
- -------------------------------------------------------------------------------
            (Exact name of registrant as specified in its charter)

              Delaware                               13-3679946       
- -------------------------------------------------------------------------------
  (State or other jurisdiction of      (I.R.S. Employer Identification No.)
  incorporation or organization)

    1 Oak Park Drive, Bedford, MA                        01730 
- -------------------------------------------------------------------------------
(Address of principal executive offices)              (Zip code)  

   Amended and Restated 1993 Incentive and Non-Qualified Stock Option Plan
                       1996 Equity Incentive Plan
                    1996 Employee Stock Purchase Plan
                       1996 Director Option Plan
- -------------------------------------------------------------------------------
                       (Full title of the plans)


                               Jeffrey M. Arnold
                     President and Chief Executive Officer
                             Cambridge Heart, Inc.
                  1 Oak Park Drive, Bedford, MA 01730
- -------------------------------------------------------------------------------
                    (Name and address of agent for service)

                                (617) 271-1200
- -------------------------------------------------------------------------------
         (Telephone number, including area code, of agent for service)



                        Exhibit Index is on Page II-7

<PAGE>
 
 CALCULATION OF REGISTRATION FEE
<TABLE> 
<CAPTION> 
<S>                            <C>            <C>          <C>               <C>
===================================================================================================   
                              |                | Proposed  |    Proposed    |
                Title of      |                |  Maximum  |    Maximum     | 
               Securities     |     Amount     | Offering  |    Aggregate   |   Amount of 
                to be         |     to be      | Price Per |    Offering    | Registration
               Registered     |  Registered (#)|Share($)(1)|    Price($)    |    Fee ($)  
- ----------------------------------------------------------------------------------------------------     
            1993 Amended and  |                |           |                |                 
            Restated Incentive|                |           |                |                 
            and Non-Qualified |                |           |                |                 
            Stock Option Plan |                |           |                |                 
            Common Stock      |                |           |                |          
            (Par Value $.001) | 1,688,663      | $10.06    | $16,987,950    | $  5,857.91           
- ----------------------------------------------------------------------------------------------------                   
                              |                |           |                |
            1996 Equity       |                |           |                |                 
            Incentive Plan    |                |           |                |                 
            Common Stock      |                |           |                |
            (Par Value $.001) | 1,000,000      | $10.06    | $10,060,000    | $  3,468.97      
- ----------------------------------------------------------------------------------------------------
            1996 Employee     |                |           |                |                 
            Stock Purchase    |                |           |                |                 
            Plan              |                |           |                |
            Common Stock      |                |           |                |
            (Par Value $.001) |   100,000      | $10.06    | $ 1,006,000    | $    346.09      
- ----------------------------------------------------------------------------------------------------
            1996 Director     |                |           |                |                 
            Option Plan       |                |           |                |                 
            Common Stock      |                |           |                |
            (Par Value $.001) |   100,000      | $10.06    | $ 1,006,000    | $    346.09      
- ----------------------------------------------------------------------------------------------------
                              |                |           |                |               
            TOTAL             | 2,888,663      | $10.06    | $29,059,950    | $ 10,020.68      
====================================================================================================
</TABLE> 
           (1)   Price estimated solely for the purpose of calculating the
                 registration fee pursuant to Rules 457(c) and (h) under the
                 Securities Act of 1933, and based on the average of the high
                 and low prices of the Registrant's Common Stock on September
                 16, 1996 as quoted on the Nasdaq National Market.





                               EXPLANATORY NOTE

                 This Registration Statement has been prepared in accordance
           with the requirements of Form S-8 which relate to the Registrant's
           Common Stock offered pursuant to the Company's 1993 Amended and
           Restated Incentive and Non-Qualified Stock Option Plan, 1996 Equity
           Incentive Plan, 1996 Employee Stock Purchase Plan and 1996 Director
           Option Plan.

                                       2
<PAGE>
 
                PART I.  INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

                 The information required by Part I of Form S-8 is included in
           documents sent or given to participants in the 1993 Amended and
           Restated Incentive and Non-Qualified Stock Option Plan, 1996 Equity
           Incentive Plan, 1996 Employee Stock Purchase Plan and 1996 Director
           Option Plan of Cambridge Heart, Inc., a Delaware corporation (the
           "Registrant"), pursuant to Rule 428(b)(1) of the Securities Act of
           1933, as amended (the "Securities Act").

                                       3
<PAGE>
 
                  PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

           Item 3.  Incorporation of Certain Documents by Reference
                    ------------------------------------------------

                 The following documents, which were filed with the Securities
           and Exchange Commission (the "Commission"), are incorporated in this
           Registration Statement by reference:

                       (1) The Prospectus, dated August 2, 1996, constituting
                 part of the Registration Statement on Form S-1 filed with the
                 Commission by the Registrant (File No. 333-04879).

                       (2) The description of the common stock of the
                 Registrant, $.001 par value per share (the "Common Stock"),
                 contained in the Registration Statement on Form 8-A filed by
                 the Registrant with the Commission on July 10, 1996 (File No. 
                 0-20991).

                       (3) The Form 10-Q for the quarter ended June 30, 1996, as
                 filed with the Commission by the Registrant on September 13,
                 1996 (File No. 0-20991).

                 All documents subsequently filed by the Registrant pursuant to
           Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the
           filing of a post-effective amendment which indicates that all shares
           of Common Stock offered hereby have been sold or which deregisters
           all shares of Common Stock then remaining unsold, shall be deemed to
           be incorporated by reference herein and to be part hereof from the
           date of the filing of such documents.

           Item 4.  Description of Securities
                    --------------------------

                 Not applicable.

           Item 5.  Interests of Named Experts and Counsel
                    ---------------------------------------   

                 Not applicable.

           Item 6.  Indemnification of Directors and Officers
                    ------------------------------------------

                 Article EIGHTH of the Registrant's Amended and Restated
           Certificate of Incorporation (the "Certificate of Incorporation)
           provides that no director of the Registrant shall be personally
           liable for any monetary damages for any breach of fiduciary duty as a
           director, except to the extent that the Delaware General Corporation
           Law prohibits the elimination of liability of directors for breaches
           of fiduciary duty.

                 Article NINTH of the Certificate of Incorporation provides that
           a director or officer of the Registrant (a) shall be indemnified by
           the Registrant against all expenses (including attorneys' fees),
           judgments, fines and amounts paid in settlement actually and
           reasonably incurred in connection with any litigation or other legal
           proceeding (other than an action by or in the right of the
           Registrant) brought against him by virtue of his position as a
           director or officer of the Registrant if he

                                      II-1
<PAGE>
 
           acted in good faith and in a manner he reasonably believed to be in,
           or not opposed to, the best interests of the Registrant, and, with
           respect to any criminal action or proceeding, had no reasonable cause
           to believe his conduct was unlawful and (b) shall be indemnified by
           the Registrant against all expenses (including attorneys' fees) and
           amounts paid in settlement actually and reasonably incurred in
           connection with any action by or in the right of the Registrant
           brought against him by virtue of his position as a director or
           officer of the Registrant if he acted in good faith and in a manner
           he reasonably believed to be in, or not opposed to, the best
           interests of the Registrant, except that no indemnification shall be
           made with respect to any matter as to which such person shall have
           been adjudged to be liable to the Registrant, unless the Court of
           Chancery of Delaware determines that, despite such adjudication but
           in view of all of the circumstances, he is entitled to
           indemnification of such expenses. Notwithstanding the foregoing, to
           the extent that a director or officer has been successful, on the
           merits or otherwise, including, without limitation, the dismissal of
           an action without prejudice, he is required to be indemnified by the
           Registrant against all expenses (including attorneys' fees) actually
           and reasonably incurred in connection therewith. In the event the
           Registrant does not assume the defense of an action in accordance
           with the Certificate of Incorporation, expenses shall be advanced to
           a director or officer at his request prior to the final disposition
           of the matter, provided that he undertakes to repay the amount
           advanced if it is ultimately determined that he is not entitled to
           indemnification for such expenses.

                 Indemnification is required to be made unless the Registrant
           determines that the applicable standard of conduct required for
           indemnification has not been met and must be made if the director or
           officer was successful, on the merits or otherwise, in defense of the
           matter. In the event of a determination by the Registrant that the
           director or officer did not meet the applicable standard of conduct
           required for indemnification, or if the Registrant fails to make an
           indemnification payment within 60 days after such payment is claimed
           by such person, such person is permitted to petition the court to
           make an independent determination as to whether such person is
           entitled to indemnification. As a condition precedent to the right of
           indemnification, the director or officer must give the Registrant
           notice of the action for which indemnity is sought, and the
           Registrant has the right to participate in such action or assume the
           defense thereof.

                 Article NINTH of the Certificate of Incorporation further
           provides that the indemnification provided therein is not exclusive,
           and provides that in the event that the Delaware General Corporation
           Law is amended to expand the indemnification permitted to directors
           or officers the Registrant must indemnify those persons to the
           fullest extent permitted by such law as so amended.

                 Section 145 of the Delaware General Corporation Law provides
           that a corporation has the power to indemnify a director, officer,
           employee or agent of the corporation and certain other persons
           serving at the request of the corporation in related capacities
           against amounts paid and other expenses actually and reasonably
           incurred in connection with an action or

                                      II-2
<PAGE>
 
           proceeding to which he is or is threatened to be made a party by
           reason of such position, if such person shall have acted in good
           faith and in a manner he reasonably believed to be in or not opposed
           to the best interests of the corporation, and, in any criminal
           proceeding, if such person had no reasonable cause to believe his
           conduct was unlawful; provided that, in the case of actions brought
           by or in the right of the corporation, no indemnification shall be
           been made with respect to any matter as to which such person shall
           have adjudged to be liable to the corporation unless and only to the
           extent that the adjudicating court determines that such
           indemnification is proper under the circumstances.

           Item 7.  Exemption from Registration Claimed
                    ------------------------------------ 

                 Not applicable.

           Item 8.  Exhibits
                    --------

                 The Exhibit Index immediately preceding the exhibits is
           incorporated herein by reference.  

           Item 9.  Undertakings
                    -------------  

                 1.    The Registrant hereby undertakes:

                       (1) To file, during any period in which offers or sales
                 are being made, a post-effective amendment to this Registration
                 Statement:

                             (i)   To include any prospectus required by Section
                       10(a)(3) of the Securities Act;

                             (ii) To reflect in the prospectus any facts or
                       events arising after the effective date of the
                       Registration Statement (or the most recent post-effective
                       amendment thereof) which, individually or in the
                       aggregate, represent a fundamental change in the
                       information set forth in the Registration Statement.
                       Notwithstanding the foregoing, any increase or decrease
                       in volume of securities offered (if the total dollar
                       value of securities offered would not exceed that which
                       was registered) and any deviation from the low or high
                       end of the estimated maximum offering range may be
                       reflected in the form of prospectus filed with the
                       Commission pursuant to Rule 424(b) if, in the aggregate,
                       the changes in volume and price represent no more than a
                       20 percent change in the maximum aggregate offering price
                       set forth in the "Calculation of Registration Fee" table
                       in the effective Registration Statement.

                             (iii) To include any material information with
                       respect to the plan of distribution not previously
                       disclosed in the Registration Statement or any material
                       change to such information in the Registration Statement;

                                      II-3
<PAGE>
 
                 provided, however, that paragraphs (i) and (ii) do not apply if
                 --------- -------- 
           the Registration Statement is on Form S-3 or Form S-8, and the
           information required to be included in a post-effective amendment by
           those paragraphs is contained in periodic reports filed with or
           furnished to the Commission by the Registrant pursuant to Section 13
           or Section 15(d) of the Exchange Act that are incorporated by
           reference in the Registration Statement.

                       (2) That, for the purpose of determining any liability
                 under the Securities Act, each such post-effective amendment
                 shall be deemed to be a new Registration Statement relating to
                 the securities offered therein, and the offering of such
                 securities at that time shall be deemed to be the initial bona
                 fide offering thereof.

                       (3) To remove from registration by means of a post-
                 effective amendment any of the securities being registered
                 which remain unsold at the termination of the offering.

                      2.  The Registrant hereby undertakes that, for purposes of
           determining any liability under the Securities Act, each filing of
           the Registrant's annual report pursuant to Section 13(a) or Section
           15(d) of the Exchange Act (and, where applicable, each filing of an
           employee benefit plan's annual report pursuant to Section 15(d) of
           the Exchange Act) that is incorporated by reference in the
           Registration Statement shall be deemed to be a new Registration
           Statement relating to the securities offered therein, and the
           offering of such securities at that time shall be deemed to be in the
           initial bona fide offering thereof.

                      3. Insofar as indemnification for liabilities arising
           under the Securities Act may be permitted to directors, officers and
           controlling persons of the Registrant pursuant to the foregoing
           provisions, or otherwise, the Registrant has been advised that in the
           opinion of the Commission such indemnification is against public
           policy as expressed in the Securities Act and is, therefore,
           unenforceable. In the event that a claim for indemnification against
           such liabilities (other than the payment by the Registrant of
           expenses incurred or paid by a director, officer or controlling
           person of the Registrant in the successful defense of any action,
           suit or proceeding) is asserted by such director, officer or
           controlling person in connection with the securities being
           registered, the Registrant will, unless in the opinion of its counsel
           the matter has been settled by controlling precedent, submit to a
           court of appropriate jurisdiction the question whether such
           indemnification by it is against public policy as expressed in the
           Securities Act and will be governed by the final adjudication of such
           issue.

                                      II-4
<PAGE>
 
                                           SIGNATURES

                 Pursuant to the requirements of the Securities Act of 1933, the
           Registrant certifies that it has reasonable grounds to believe that
           it meets all of the requirements for filing on Form S-8 and has duly
           caused this Registration Statement to be signed on its behalf by the
           undersigned, thereunto duly authorized, in the Town of Bedford,
           Commonwealth of Massachusetts, on September 19, 1996.

                                       CAMBRIDGE HEART, INC.

                                       By: /s/Jeffrey M. Arnold
                                           ----------------------------------
                                           Jeffrey M. Arnold
                                           President, Chief Executive Officer 
                                           and Director

                                      II-5
<PAGE>
 
                                     POWER OF ATTORNEY

           We, the undersigned officers and directors of Cambridge Heart, Inc.,
     hereby severally constitute and appoint Jeffrey M. Arnold, Thomas V.
     Hennessey, Jr., and John A. Burgess, Esq., and each of them singly, our
     true and lawful attorneys with full power to them, to sign for us and in
     our names, in the capacities indicated below, the Registration Statement
     filed herewith, and any and all amendments to said Registration Statement
     and generally to do all such things in our names and behalf in our
     capacities as officers and directors to enable Cambridge Heart, Inc. to
     comply with the Securities Act of 1933, as amended, and all requirements of
     the Securities and Exchange Commission, hereby ratifying and confirming our
     signatures as they may be signed by our said attorneys, or any of them, to
     said Registration Statement and any and all amendments thereto.

           Pursuant to the requirements of the Securities Act of 1933, this
     Registration Statement has been signed below by the following persons in
     the capacities and on the dates indicated.


<TABLE> 
<CAPTION> 

               Signature                      Title (Capacity)                       Date
               ----------                     ----------------                       ----
<S>                               <C>                                 <C>  

     /s/Jeffrey M. Arnold                     President, Chief Executive        September 19, 1996
     -----------------------------------      Officer and Director 
     Jeffrey M. Arnold                        (Principal Executive 
                                              Officer)

                             
     /s/Thomas V. Hennessey, Jr.              Vice President Operations,        September 19, 1996
    -----------------------------------       Treasurer and Chief Financial
    Thomas V. Hennessey, Jr.                  Officer
                                              (Principal Financial Officer 
                                              and Principal Accounting
                                              Officer)


     /s/Marlene Krauss                        Director                          September 19, 1996
     -----------------------------------
     Marlene Krauss

     /s/Zachary C. Berk                       Director                          September 19, 1996
     -----------------------------------
     Zachary C. Berk

     /s/Richard J. Cohen                      Director                          September 19, 1996
     -----------------------------------
     Richard J. Cohen

     /s/M. Fazle Husain                       Director                          September 19, 1996
     -----------------------------------
     M. Fazle Husain

     /s/David S. Muller                       Director                          September 19, 1996
     ----------------------------------- 
     David F. Muller
     -----------------------------------
     
     /s/David F. Rollo                        Director                          September 19, 1996
     -----------------------------------
     David F. Rollo

     /s/Rolf S. Stutz                         Director                          September 19, 1996
     -----------------------------------
     Rolf S. Stutz

     /s/Laurence J. Blumberg, M.D.            Director                          September 19, 1996
     -----------------------------------
     Laurence J. Blumberg, M.D.
</TABLE> 

                                      II-6
<PAGE>
 
                                     INDEX TO EXHIBITS


    Exhibit 
    Number                          Exhibit                        Page

      *4        Specimen Certificate for Shares of Common Stock, 
                $.001 par value per share, of the Registrant

       5        Opinion of Hale and Dorr, Counsel to 
                the Registrant 

      23.1      Consent of Hale and Dorr
                (included in Exhibit 5)                                

      23.2      Consent of Price Waterhouse LLP     

      24        Power of Attorney (included on the 
                signature page of this Registration 
                Statement)      










                                         
    ----------------------------------  
    * Previously filed with the Commission as an Exhibit to the Registrant's
      Registration Statement on Form S-1, File No. 333-04879, which was
      originally filed with the Commission on May 31, 1996 and is incorporated
      herein by reference.

                                      II-7
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 26728}]
{"company-data": {"conformed-name": "CAMBRIDGE HEART INC", "cik": "0000913443", "assigned-sic": "3845", "irs-number": "133679946", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-12411", "film-number": "96632818"}, "business-address": {"street1": "ONE OAK PARK DR", "city": "BEDFORD", "state": "MA", "zip": "01730", "phone": "6172711200"}, "mail-address": {"street1": "ONE OAK PARK DR", "city": "BEDFORD", "state": "MA", "zip": "01730"}}
As filed with the Securities and Exchange Commission on September 20, 1996
                                             Registration No. 333-
                                             
================================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                   FORM S-8
                            REGISTRATION STATEMENT 
                                  UNDER THE 
                            SECURITIES ACT OF 1933

                            CAMBRIDGE HEART, INC.  
- -------------------------------------------------------------------------------
            (Exact name of registrant as specified in its charter)

              Delaware                               13-3679946       
- -------------------------------------------------------------------------------
  (State or other jurisdiction of      (I.R.S. Employer Identification No.)
  incorporation or organization)

    1 Oak Park Drive, Bedford, MA                        01730 
- -------------------------------------------------------------------------------
(Address of principal executive offices)              (Zip code)  

   Amended and Restated 1993 Incentive and Non-Qualified Stock Option Plan
                       1996 Equity Incentive Plan
                    1996 Employee Stock Purchase Plan
                       1996 Director Option Plan
- -------------------------------------------------------------------------------
                       (Full title of the plans)

                               Jeffrey M. Arnold
                     President and Chief Executive Officer
                             Cambridge Heart, Inc.
                  1 Oak Park Drive, Bedford, MA 01730
- -------------------------------------------------------------------------------
                    (Name and address of agent for service)

                                (617) 271-1200
- -------------------------------------------------------------------------------
         (Telephone number, including area code, of agent for service)

                        Exhibit Index is on Page II-7
CALCULATION OF REGISTRATION FEE
===================================================================================================   
                              |                | Proposed  |    Proposed    |
                Title of      |                |  Maximum  |    Maximum     | 
               Securities     |     Amount     | Offering  |    Aggregate   |   Amount of 
                to be         |     to be      | Price Per |    Offering    | Registration
               Registered     |  Registered (#)|Share($)(1)|    Price($)    |    Fee ($)  
- ----------------------------------------------------------------------------------------------------     
            1993 Amended and  |                |           |                |                 
            Restated Incentive|                |           |                |                 
            and Non-Qualified |                |           |                |                 
            Stock Option Plan |                |           |                |                 
            Common Stock      |                |           |                |          
            (Par Value $.001) | 1,688,663      | $10.06    | $16,987,950    | $  5,857.91           
- ----------------------------------------------------------------------------------------------------                   
                              |                |           |                |
            1996 Equity       |                |           |                |                 
            Incentive Plan    |                |           |                |                 
            Common Stock      |                |           |                |
            (Par Value $.001) | 1,000,000      | $10.06    | $10,060,000    | $  3,468.97      
- ----------------------------------------------------------------------------------------------------
            1996 Employee     |                |           |                |                 
            Stock Purchase    |                |           |                |                 
            Plan              |                |           |                |
            Common Stock      |                |           |                |
            (Par Value $.001) |   100,000      | $10.06    | $ 1,006,000    | $    346.09      
- ----------------------------------------------------------------------------------------------------
            1996 Director     |                |           |                |                 
            Option Plan       |                |           |                |                 
            Common Stock      |                |           |                |
            (Par Value $.001) |   100,000      | $10.06    | $ 1,006,000    | $    346.09      
- ----------------------------------------------------------------------------------------------------
                              |                |           |                |               
            TOTAL             | 2,888,663      | $10.06    | $29,059,950    | $ 10,020.68      
====================================================================================================
(1)   Price estimated solely for the purpose of calculating the
                 registration fee pursuant to Rules 457(c) and (h) under the
                 Securities Act of 1933, and based on the average of the high
                 and low prices of the Registrant's Common Stock on September
                 16, 1996 as quoted on the Nasdaq National Market.

                               EXPLANATORY NOTE

                 This Registration Statement has been prepared in accordance
           with the requirements of Form S-8 which relate to the Registrant's
           Common Stock offered pursuant to the Company's 1993 Amended and
           Restated Incentive and Non-Qualified Stock Option Plan, 1996 Equity
           Incentive Plan, 1996 Employee Stock Purchase Plan and 1996 Director
           Option Plan.

                                       2
PART I.  INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

                 The information required by Part I of Form S-8 is included in
           documents sent or given to participants in the 1993 Amended and
           Restated Incentive and Non-Qualified Stock Option Plan, 1996 Equity
           Incentive Plan, 1996 Employee Stock Purchase Plan and 1996 Director
           Option Plan of Cambridge Heart, Inc., a Delaware corporation (the
           "Registrant"), pursuant to Rule 428(b)(1) of the Securities Act of
           1933, as amended (the "Securities Act").

                                       3
PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

           Item 3.  Incorporation of Certain Documents by Reference
                    ------------------------------------------------

                 The following documents, which were filed with the Securities
           and Exchange Commission (the "Commission"), are incorporated in this
           Registration Statement by reference:

                       (1) The Prospectus, dated August 2, 1996, constituting
                 part of the Registration Statement on Form S-1 filed with the
                 Commission by the Registrant (File No. 333-04879).

                       (2) The description of the common stock of the
                 Registrant, $.001 par value per share (the "Common Stock"),
                 contained in the Registration Statement on Form 8-A filed by
                 the Registrant with the Commission on July 10, 1996 (File No. 
                 0-20991).

                       (3) The Form 10-Q for the quarter ended June 30, 1996, as
                 filed with the Commission by the Registrant on September 13,
                 1996 (File No. 0-20991).

                 All documents subsequently filed by the Registrant pursuant to
           Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the
           filing of a post-effective amendment which indicates that all shares
           of Common Stock offered hereby have been sold or which deregisters
           all shares of Common Stock then remaining unsold, shall be deemed to
           be incorporated by reference herein and to be part hereof from the
           date of the filing of such documents.

           Item 4.  Description of Securities
                    --------------------------

                 Not applicable.

           Item 5.  Interests of Named Experts and Counsel
                    ---------------------------------------   

                 Not applicable.

           Item 6.  Indemnification of Directors and Officers
                    ------------------------------------------

                 Article EIGHTH of the Registrant's Amended and Restated
           Certificate of Incorporation (the "Certificate of Incorporation)
           provides that no director of the Registrant shall be personally
           liable for any monetary damages for any breach of fiduciary duty as a
           director, except to the extent that the Delaware General Corporation
           Law prohibits the elimination of liability of directors for breaches
           of fiduciary duty.

                 Article NINTH of the Certificate of Incorporation provides that
           a director or officer of the Registrant (a) shall be indemnified by
           the Registrant against all expenses (including attorneys' fees),
           judgments, fines and amounts paid in settlement actually and
           reasonably incurred in connection with any litigation or other legal
           proceeding (other than an action by or in the right of the
           Registrant) brought against him by virtue of his position as a
           director or officer of the Registrant if he

                                      II-1
acted in good faith and in a manner he reasonably believed to be in,
           or not opposed to, the best interests of the Registrant, and, with
           respect to any criminal action or proceeding, had no reasonable cause
           to believe his conduct was unlawful and (b) shall be indemnified by
           the Registrant against all expenses (including attorneys' fees) and
           amounts paid in settlement actually and reasonably incurred in
           connection with any action by or in the right of the Registrant
           brought against him by virtue of his position as a director or
           officer of the Registrant if he acted in good faith and in a manner
           he reasonably believed to be in, or not opposed to, the best
           interests of the Registrant, except that no indemnification shall be
           made with respect to any matter as to which such person shall have
           been adjudged to be liable to the Registrant, unless the Court of
           Chancery of Delaware determines that, despite such adjudication but
           in view of all of the circumstances, he is entitled to
           indemnification of such expenses. Notwithstanding the foregoing, to
           the extent that a director or officer has been successful, on the
           merits or otherwise, including, without limitation, the dismissal of
           an action without prejudice, he is required to be indemnified by the
           Registrant against all expenses (including attorneys' fees) actually
           and reasonably incurred in connection therewith. In the event the
           Registrant does not assume the defense of an action in accordance
           with the Certificate of Incorporation, expenses shall be advanced to
           a director or officer at his request prior to the final disposition
           of the matter, provided that he undertakes to repay the amount
           advanced if it is ultimately determined that he is not entitled to
           indemnification for such expenses.

                 Indemnification is required to be made unless the Registrant
           determines that the applicable standard of conduct required for
           indemnification has not been met and must be made if the director or
           officer was successful, on the merits or otherwise, in defense of the
           matter. In the event of a determination by the Registrant that the
           director or officer did not meet the applicable standard of conduct
           required for indemnification, or if the Registrant fails to make an
           indemnification payment within 60 days after such payment is claimed
           by such person, such person is permitted to petition the court to
           make an independent determination as to whether such person is
           entitled to indemnification. As a condition precedent to the right of
           indemnification, the director or officer must give the Registrant
           notice of the action for which indemnity is sought, and the
           Registrant has the right to participate in such action or assume the
           defense thereof.

                 Article NINTH of the Certificate of Incorporation further
           provides that the indemnification provided therein is not exclusive,
           and provides that in the event that the Delaware General Corporation
           Law is amended to expand the indemnification permitted to directors
           or officers the Registrant must indemnify those persons to the
           fullest extent permitted by such law as so amended.

                 Section 145 of the Delaware General Corporation Law provides
           that a corporation has the power to indemnify a director, officer,
           employee or agent of the corporation and certain other persons
           serving at the request of the corporation in related capacities
           against amounts paid and other expenses actually and reasonably
           incurred in connection with an action or

                                      II-2
proceeding to which he is or is threatened to be made a party by
           reason of such position, if such person shall have acted in good
           faith and in a manner he reasonably believed to be in or not opposed
           to the best interests of the corporation, and, in any criminal
           proceeding, if such person had no reasonable cause to believe his
           conduct was unlawful; provided that, in the case of actions brought
           by or in the right of the corporation, no indemnification shall be
           been made with respect to any matter as to which such person shall
           have adjudged to be liable to the corporation unless and only to the
           extent that the adjudicating court determines that such
           indemnification is proper under the circumstances.

           Item 7.  Exemption from Registration Claimed
                    ------------------------------------ 

                 Not applicable.

           Item 8.  Exhibits
                    --------

                 The Exhibit Index immediately preceding the exhibits is
           incorporated herein by reference.  

           Item 9.  Undertakings
                    -------------  

                 1.    The Registrant hereby undertakes:

                       (1) To file, during any period in which offers or sales
                 are being made, a post-effective amendment to this Registration
                 Statement:

                             (i)   To include any prospectus required by Section
                       10(a)(3) of the Securities Act;

                             (ii) To reflect in the prospectus any facts or
                       events arising after the effective date of the
                       Registration Statement (or the most recent post-effective
                       amendment thereof) which, individually or in the
                       aggregate, represent a fundamental change in the
                       information set forth in the Registration Statement.
                       Notwithstanding the foregoing, any increase or decrease
                       in volume of securities offered (if the total dollar
                       value of securities offered would not exceed that which
                       was registered) and any deviation from the low or high
                       end of the estimated maximum offering range may be
                       reflected in the form of prospectus filed with the
                       Commission pursuant to Rule 424(b) if, in the aggregate,
                       the changes in volume and price represent no more than a
                       20 percent change in the maximum aggregate offering price
                       set forth in the "Calculation of Registration Fee" table
                       in the effective Registration Statement.

                             (iii) To include any material information with
                       respect to the plan of distribution not previously
                       disclosed in the Registration Statement or any material
                       change to such information in the Registration Statement;

                                      II-3
provided, however, that paragraphs (i) and (ii) do not apply if
                 --------- -------- 
           the Registration Statement is on Form S-3 or Form S-8, and the
           information required to be included in a post-effective amendment by
           those paragraphs is contained in periodic reports filed with or
           furnished to the Commission by the Registrant pursuant to Section 13
           or Section 15(d) of the Exchange Act that are incorporated by
           reference in the Registration Statement.

                       (2) That, for the purpose of determining any liability
                 under the Securities Act, each such post-effective amendment
                 shall be deemed to be a new Registration Statement relating to
                 the securities offered therein, and the offering of such
                 securities at that time shall be deemed to be the initial bona
                 fide offering thereof.

                       (3) To remove from registration by means of a post-
                 effective amendment any of the securities being registered
                 which remain unsold at the termination of the offering.

                      2.  The Registrant hereby undertakes that, for purposes of
           determining any liability under the Securities Act, each filing of
           the Registrant's annual report pursuant to Section 13(a) or Section
           15(d) of the Exchange Act (and, where applicable, each filing of an
           employee benefit plan's annual report pursuant to Section 15(d) of
           the Exchange Act) that is incorporated by reference in the
           Registration Statement shall be deemed to be a new Registration
           Statement relating to the securities offered therein, and the
           offering of such securities at that time shall be deemed to be in the
           initial bona fide offering thereof.

                      3. Insofar as indemnification for liabilities arising
           under the Securities Act may be permitted to directors, officers and
           controlling persons of the Registrant pursuant to the foregoing
           provisions, or otherwise, the Registrant has been advised that in the
           opinion of the Commission such indemnification is against public
           policy as expressed in the Securities Act and is, therefore,
           unenforceable. In the event that a claim for indemnification against
           such liabilities (other than the payment by the Registrant of
           expenses incurred or paid by a director, officer or controlling
           person of the Registrant in the successful defense of any action,
           suit or proceeding) is asserted by such director, officer or
           controlling person in connection with the securities being
           registered, the Registrant will, unless in the opinion of its counsel
           the matter has been settled by controlling precedent, submit to a
           court of appropriate jurisdiction the question whether such
           indemnification by it is against public policy as expressed in the
           Securities Act and will be governed by the final adjudication of such
           issue.

                                      II-4
SIGNATURES

                 Pursuant to the requirements of the Securities Act of 1933, the
           Registrant certifies that it has reasonable grounds to believe that
           it meets all of the requirements for filing on Form S-8 and has duly
           caused this Registration Statement to be signed on its behalf by the
           undersigned, thereunto duly authorized, in the Town of Bedford,
           Commonwealth of Massachusetts, on September 19, 1996.

                                       CAMBRIDGE HEART, INC.

                                       By: /s/Jeffrey M. Arnold
                                           ----------------------------------
                                           Jeffrey M. Arnold
                                           President, Chief Executive Officer 
                                           and Director

                                      II-5
POWER OF ATTORNEY

           We, the undersigned officers and directors of Cambridge Heart, Inc.,
     hereby severally constitute and appoint Jeffrey M. Arnold, Thomas V.
     Hennessey, Jr., and John A. Burgess, Esq., and each of them singly, our
     true and lawful attorneys with full power to them, to sign for us and in
     our names, in the capacities indicated below, the Registration Statement
     filed herewith, and any and all amendments to said Registration Statement
     and generally to do all such things in our names and behalf in our
     capacities as officers and directors to enable Cambridge Heart, Inc. to
     comply with the Securities Act of 1933, as amended, and all requirements of
     the Securities and Exchange Commission, hereby ratifying and confirming our
     signatures as they may be signed by our said attorneys, or any of them, to
     said Registration Statement and any and all amendments thereto.

           Pursuant to the requirements of the Securities Act of 1933, this
     Registration Statement has been signed below by the following persons in
     the capacities and on the dates indicated.
Signature                      Title (Capacity)                       Date
               ----------                     ----------------                       ----
/s/Jeffrey M. Arnold                     President, Chief Executive        September 19, 1996
     -----------------------------------      Officer and Director 
     Jeffrey M. Arnold                        (Principal Executive 
                                              Officer)

                             
     /s/Thomas V. Hennessey, Jr.              Vice President Operations,        September 19, 1996
    -----------------------------------       Treasurer and Chief Financial
    Thomas V. Hennessey, Jr.                  Officer
                                              (Principal Financial Officer 
                                              and Principal Accounting
                                              Officer)

     /s/Marlene Krauss                        Director                          September 19, 1996
     -----------------------------------
     Marlene Krauss

     /s/Zachary C. Berk                       Director                          September 19, 1996
     -----------------------------------
     Zachary C. Berk

     /s/Richard J. Cohen                      Director                          September 19, 1996
     -----------------------------------
     Richard J. Cohen

     /s/M. Fazle Husain                       Director                          September 19, 1996
     -----------------------------------
     M. Fazle Husain

     /s/David S. Muller                       Director                          September 19, 1996
     ----------------------------------- 
     David F. Muller
     -----------------------------------
     
     /s/David F. Rollo                        Director                          September 19, 1996
     -----------------------------------
     David F. Rollo

     /s/Rolf S. Stutz                         Director                          September 19, 1996
     -----------------------------------
     Rolf S. Stutz

     /s/Laurence J. Blumberg, M.D.            Director                          September 19, 1996
     -----------------------------------
     Laurence J. Blumberg, M.D.
II-6
INDEX TO EXHIBITS

    Exhibit 
    Number                          Exhibit                        Page

      *4        Specimen Certificate for Shares of Common Stock, 
                $.001 par value per share, of the Registrant

       5        Opinion of Hale and Dorr, Counsel to 
                the Registrant 

      23.1      Consent of Hale and Dorr
                (included in Exhibit 5)                                

      23.2      Consent of Price Waterhouse LLP     

      24        Power of Attorney (included on the 
                signature page of this Registration 
                Statement)      

                                         
    ----------------------------------  
    * Previously filed with the Commission as an Exhibit to the Registrant's
      Registration Statement on Form S-1, File No. 333-04879, which was
      originally filed with the Commission on May 31, 1996 and is incorporated
      herein by reference.

                                      II-7