<Page>

    As filed with the Securities and Exchange Commission on November 1, 2001

                                                      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
Incorporation or Organization)                               Identification No.)

         1 OAK PARK DRIVE
         BEDFORD, MASSACHUSETTS                                    01730
(Address of Principal Executive Offices)                         (Zip Code)

                              CAMBRIDGE HEART, INC.
                            2001 STOCK INCENTIVE PLAN
                            (Full Title of the Plan)

                              DAVID A. CHAZANOVITZ
                      PRESIDENT AND CHIEF EXECUTIVE OFFICER
                              CAMBRIDGE HEART, INC.
                                1 OAK PARK DRIVE
                                BEDFORD, MA 01730
                     (Name and Address of Agent For Service)
                                 (781) 271-1200
          (Telephone Number, Including Area Code, of Agent For Service)

                         CALCULATION OF REGISTRATION FEE

<Table>
<Caption>
====================================================================================================================
Title of Securities                               Proposed Maximum       Proposed Maximum
to be  Registered     Amount to be Registered    Offering Price Per     Aggregate Offering          Amount of
                                                        Share                  Price            Registration Fee
--------------------------------------------------------------------------------------------------------------------
<S>                       <C>                         <C>                  <C>                       <C>
Common Stock,
$0.001 par value          1,700,000 shares            $1.25(1)             $2,125,000(1)             $532.00
per share
====================================================================================================================
</Table>

(1)      Estimated solely for the purpose of calculating the registration fee
         pursuant to Rules 457(c) and 457(h) of the Securities Act of 1933, as
         amended, and based upon the average of the high and low prices of the
         Registrant's Common Stock as reported on the Nasdaq National Market on
         October 26, 2001.
<Page>

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

         ITEM 1.  PLAN INFORMATION.

         The information required by Item 1 is included in documents sent or
given to participants in the plans covered by this registration statement
pursuant to Rule 428(b)(1) of the Securities Act of 1933, as amended (the
"Securities Act").

         ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

         The written statement required by Item 2 is included in documents sent
or given to participants in the plans covered by this registration statement
pursuant to Rule 428(b)(1) of the Securities Act.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

         ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The registrant is subject to the informational and reporting
requirements of Sections 13(a), 14, and 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), and in accordance therewith files
reports, proxy statements and other information with the Securities and Exchange
Commission (the "Commission"). The following documents, which are on file with
the Commission, are incorporated in this registration statement by reference:

         (a) The registrant's latest annual report filed pursuant to Section
13(a) or 15(d) of the Exchange Act or the latest prospectus filed pursuant to
Rule 424(b) under the Securities Act that contains audited financial statements
for the registrant's latest fiscal year for which such statements have been
filed.

         (b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the document referred
to in (a) above.

         (c) The description of the securities contained in the registrant's
registration statement on Form 8-A and filed under the Exchange Act, including
any amendment or report filed for the purpose of updating such description.

         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 securities offered hereby have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this registration statement and to be
part hereof from the date of the filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for the purposes of this
registration statement to the extent that a statement contained herein or in any
other subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this registration statement.

         ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.


                                      -1-
<Page>

         ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Hale and Dorr LLP has opined as to the legality of the securities being
offered by this registration statement.

         ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section 102 of the Delaware General Corporation Law allows a
corporation to eliminate the personal liability of directors of a corporation to
the corporation or its stockholders for monetary damages for a breach of
fiduciary duty as a director, except where the director breached his duty of
loyalty, failed to act in good faith, engaged in intentional misconduct or
knowingly violated a law, authorized the payment of a dividend or approved a
stock repurchase in violation of Delaware corporate law or obtained an improper
personal benefit. The registrant has included such a provision in its Amended
and Restated Certificate of Incorporation.

         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 expenses incurred in
connection with an action or 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 made with respect to any matter as to which such person
shall have been 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.

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

         Article NINTH of the registrant's Amended and Restated Certificate of
Incorporation provides that the registrant shall indemnify (a) each person who
was or is a party or is threatened to be made a party to any threatened, pending
or completed action, suit or proceeding, whether civil, criminal, administrative
or investigative (other than an action by or in the right of the registrant), by
reason of the fact that he is or was, or has agreed to become, a director or
officer of the registrant, or is or was serving, or has agreed to serve, at the
request of the registrant, as a director, officer or trustee of, or in a similar
capacity with, another corporation, partnership, joint venture, trust or other
enterprise (including any employee benefit plan) (all such persons being
referred to hereafter as an "Indemnitee"), or by reason of any action alleged to
have been taken or omitted in such capacity, against all expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by him or on his behalf in connection with such action, suit
or proceeding and any appeal therefrom, 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, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful and (b) any Indemnitee who
was or is a party or is threatened to be made a party to any threatened, pending
or completed action or suit by or in the right of the registrant to procure a
judgment in its favor by reason of the fact that he is or was, or has agreed to
become, a director or officer of the registrant, or is or was serving, or has
agreed to serve, at the request of the registrant, as a director, officer or
trustee of, or in a similar capacity with, another corporation, partnership,
joint venture, trust or other enterprise (including any employee benefit plan),
or by reason of any action alleged to have been taken or omitted in such
capacity, against all expenses (including attorneys' fees) and amounts paid in
settlement actually and reasonably incurred by him or on his behalf in
connection with such action, suit or


                                      -2-
<Page>

proceeding and any appeal therefrom, 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
Corporation, except that no indemnification shall be made with respect to any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the registrant, unless a court 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 an Indemnitee has been successful, on the merits or otherwise, including,
without limitation, the dismissal of an action without prejudice, he will be
indemnified by the registrant against all expenses (including attorneys' fees)
incurred in connection therewith. Expenses shall be advanced to an Indemnitee at
his request, 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. 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 registrant's Amended and Restated 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 statute is amended to expand the indemnification permitted to the
registrant's directors or officers must indemnify those persons to the fullest
extent permitted by such law as so amended.

         The registrant has purchased directors' and officers' liability
insurance that would indemnify its directors and officers against damages
arising out of certain kinds of claims that might be made against them based on
their negligent acts or omissions while acting in their capacity as such.

         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.  ITEM 512(a) OF REGULATION S-K.  The undersigned 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,


                                      -3-
<Page>

          individually or in the aggregate, represent a fundamental change in
          the information set forth in the registration statement; and

                 (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;

          PROVIDED, HOWEVER, that paragraphs (i) and (ii) do not apply if 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. ITEM 512(b) OF REGULATION S-K. The undersigned 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 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 the initial BONA FIDE offering thereof.

         3. ITEM 512(h) OF REGULATION S-K. 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 Securities and Exchange 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.


                                      -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 this 16th
day of October, 2001.

                                CAMBRIDGE HEART, INC.


                                By:   /s/ David A. Chazanovitz
                                      -----------------------------------
                                      David A. Chazanovitz
                                      President and Chief Executive Officer

                        POWER OF ATTORNEY AND SIGNATURES

         We, the undersigned officers and directors of Cambridge Heart, Inc.,
hereby severally constitute and appoint David A. Chazanovitz, Robert B. Palardy
and John A. Burgess, and each of them singly, our true and lawful attorneys with
full power to them, and each of them singly, to sign for us and in our names in
the capacities indicated below, the registration statement on Form S-8 filed
herewith and any and all subsequent amendments to said registration statement,
and generally to do all such things in our names and on our behalf in our
capacities as officers and directors to enable Cambridge Heart, Inc. to comply
with the provisions of 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 by the following persons in the
capacities and on the dates indicated.

<Table>
<Caption>

             SIGNATURE                              TITLE                                DATE
             ---------                              -----                                ----

<S>                                   <C>                                         <C>
  /s/ David A. Chazanovitz            President, Chief Executive                  October 16, 2001
---------------------------------     Officer and Director
David A. Chazanovitz                  (Principal executive officer)


  /s/ Robert B. Palardy               Chief Financial Officer                     October 16, 2001
---------------------------------     (Principal financial and
Robert B. Palardy                     accounting officer)


  /s/ Jeffrey M. Arnold               Chairman of the Board of                    October 31, 2001
---------------------------------     Directors
Jeffrey M. Arnold

  /s/ Maren D. Anderson               Director                                    October 24, 2001
---------------------------------
Maren D. Anderson


                                      -5-
<Page>

  /s/ Richard J. Cohen                Director                                    October 31, 2001
---------------------------------
Richard J. Cohen

  /s/ Jeffrey J. Langan               Director                                    October 31, 2001
---------------------------------
Jeffrey J. Langan

  /S/ Daniel M. Mulvena               Director                                    October 24, 2001
---------------------------------
Daniel M. Mulvena
</Table>


                                      -6-
<Page>

                                INDEX TO EXHIBITS

<Table>
<Caption>
Number                       Description
------                       -----------

<S>                          <C>
4.1(1)                       Restated Certificate of Incorporation of the
                             registrant

4.2(1)                       By-Laws of the Registrant, as amended

5.1                          Opinion of Hale and Dorr LLP, counsel to the
                             registrant

23.1                         Consent of Hale and Dorr LLP
                             (included in Exhibit 5.1)

23.2                         Consent of PricewaterhouseCoopers LLC

24.1                         Power of attorney (included on the signature pages
                             of this registration statement)
</Table>

------------

(1)      Previously filed with the Securities and Exchange Commission as an
         Exhibit to the registrant's Registration Statement on
         Form S-1, as amended (File No. 333-04879) and incorporated herein by
         reference.
[{"type": "S-8", "sequence": "1", "filename": "a2062227zs-8.txt", "description": "S-8", "secsgml_size_bytes": 22119}]
{"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": "333-72648", "film-number": "1773141"}, "business-address": {"street1": "ONE OAK PARK DR", "city": "BEDFORD", "state": "MA", "zip": "01730", "phone": "7812711200"}, "mail-address": {"street1": "ONE OAK PARK DR", "city": "BEDFORD", "state": "MA", "zip": "01730"}}
As filed with the Securities and Exchange Commission on November 1, 2001

                                                      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
Incorporation or Organization)                               Identification No.)

         1 OAK PARK DRIVE
         BEDFORD, MASSACHUSETTS                                    01730
(Address of Principal Executive Offices)                         (Zip Code)

                              CAMBRIDGE HEART, INC.
                            2001 STOCK INCENTIVE PLAN
                            (Full Title of the Plan)

                              DAVID A. CHAZANOVITZ
                      PRESIDENT AND CHIEF EXECUTIVE OFFICER
                              CAMBRIDGE HEART, INC.
                                1 OAK PARK DRIVE
                                BEDFORD, MA 01730
                     (Name and Address of Agent For Service)
                                 (781) 271-1200
          (Telephone Number, Including Area Code, of Agent For Service)

                         CALCULATION OF REGISTRATION FEE
====================================================================================================================
Title of Securities                               Proposed Maximum       Proposed Maximum
to be  Registered     Amount to be Registered    Offering Price Per     Aggregate Offering          Amount of
                                                        Share                  Price            Registration Fee
--------------------------------------------------------------------------------------------------------------------
Common Stock,
$0.001 par value          1,700,000 shares            $1.25(1)             $2,125,000(1)             $532.00
per share
====================================================================================================================
(1)      Estimated solely for the purpose of calculating the registration fee
         pursuant to Rules 457(c) and 457(h) of the Securities Act of 1933, as
         amended, and based upon the average of the high and low prices of the
         Registrant's Common Stock as reported on the Nasdaq National Market on
         October 26, 2001.
PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         ITEM 1.  PLAN INFORMATION.

         The information required by Item 1 is included in documents sent or
given to participants in the plans covered by this registration statement
pursuant to Rule 428(b)(1) of the Securities Act of 1933, as amended (the
"Securities Act").

         ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

         The written statement required by Item 2 is included in documents sent
or given to participants in the plans covered by this registration statement
pursuant to Rule 428(b)(1) of the Securities Act.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

         ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The registrant is subject to the informational and reporting
requirements of Sections 13(a), 14, and 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), and in accordance therewith files
reports, proxy statements and other information with the Securities and Exchange
Commission (the "Commission"). The following documents, which are on file with
the Commission, are incorporated in this registration statement by reference:

         (a) The registrant's latest annual report filed pursuant to Section
13(a) or 15(d) of the Exchange Act or the latest prospectus filed pursuant to
Rule 424(b) under the Securities Act that contains audited financial statements
for the registrant's latest fiscal year for which such statements have been
filed.

         (b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the document referred
to in (a) above.

         (c) The description of the securities contained in the registrant's
registration statement on Form 8-A and filed under the Exchange Act, including
any amendment or report filed for the purpose of updating such description.

         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 securities offered hereby have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this registration statement and to be
part hereof from the date of the filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for the purposes of this
registration statement to the extent that a statement contained herein or in any
other subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this registration statement.

         ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

                                      -1-
ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Hale and Dorr LLP has opined as to the legality of the securities being
offered by this registration statement.

         ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section 102 of the Delaware General Corporation Law allows a
corporation to eliminate the personal liability of directors of a corporation to
the corporation or its stockholders for monetary damages for a breach of
fiduciary duty as a director, except where the director breached his duty of
loyalty, failed to act in good faith, engaged in intentional misconduct or
knowingly violated a law, authorized the payment of a dividend or approved a
stock repurchase in violation of Delaware corporate law or obtained an improper
personal benefit. The registrant has included such a provision in its Amended
and Restated Certificate of Incorporation.

         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 expenses incurred in
connection with an action or 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 made with respect to any matter as to which such person
shall have been 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.

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

         Article NINTH of the registrant's Amended and Restated Certificate of
Incorporation provides that the registrant shall indemnify (a) each person who
was or is a party or is threatened to be made a party to any threatened, pending
or completed action, suit or proceeding, whether civil, criminal, administrative
or investigative (other than an action by or in the right of the registrant), by
reason of the fact that he is or was, or has agreed to become, a director or
officer of the registrant, or is or was serving, or has agreed to serve, at the
request of the registrant, as a director, officer or trustee of, or in a similar
capacity with, another corporation, partnership, joint venture, trust or other
enterprise (including any employee benefit plan) (all such persons being
referred to hereafter as an "Indemnitee"), or by reason of any action alleged to
have been taken or omitted in such capacity, against all expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by him or on his behalf in connection with such action, suit
or proceeding and any appeal therefrom, 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, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful and (b) any Indemnitee who
was or is a party or is threatened to be made a party to any threatened, pending
or completed action or suit by or in the right of the registrant to procure a
judgment in its favor by reason of the fact that he is or was, or has agreed to
become, a director or officer of the registrant, or is or was serving, or has
agreed to serve, at the request of the registrant, as a director, officer or
trustee of, or in a similar capacity with, another corporation, partnership,
joint venture, trust or other enterprise (including any employee benefit plan),
or by reason of any action alleged to have been taken or omitted in such
capacity, against all expenses (including attorneys' fees) and amounts paid in
settlement actually and reasonably incurred by him or on his behalf in
connection with such action, suit or

                                      -2-
proceeding and any appeal therefrom, 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
Corporation, except that no indemnification shall be made with respect to any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the registrant, unless a court 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 an Indemnitee has been successful, on the merits or otherwise, including,
without limitation, the dismissal of an action without prejudice, he will be
indemnified by the registrant against all expenses (including attorneys' fees)
incurred in connection therewith. Expenses shall be advanced to an Indemnitee at
his request, 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. 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 registrant's Amended and Restated 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 statute is amended to expand the indemnification permitted to the
registrant's directors or officers must indemnify those persons to the fullest
extent permitted by such law as so amended.

         The registrant has purchased directors' and officers' liability
insurance that would indemnify its directors and officers against damages
arising out of certain kinds of claims that might be made against them based on
their negligent acts or omissions while acting in their capacity as such.

         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.  ITEM 512(a) OF REGULATION S-K.  The undersigned 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,

                                      -3-
individually or in the aggregate, represent a fundamental change in
          the information set forth in the registration statement; and

                 (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;

          PROVIDED, HOWEVER, that paragraphs (i) and (ii) do not apply if 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. ITEM 512(b) OF REGULATION S-K. The undersigned 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 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 the initial BONA FIDE offering thereof.

         3. ITEM 512(h) OF REGULATION S-K. 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 Securities and Exchange 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.

                                      -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 this 16th
day of October, 2001.

                                CAMBRIDGE HEART, INC.

                                By:   /s/ David A. Chazanovitz
                                      -----------------------------------
                                      David A. Chazanovitz
                                      President and Chief Executive Officer

                        POWER OF ATTORNEY AND SIGNATURES

         We, the undersigned officers and directors of Cambridge Heart, Inc.,
hereby severally constitute and appoint David A. Chazanovitz, Robert B. Palardy
and John A. Burgess, and each of them singly, our true and lawful attorneys with
full power to them, and each of them singly, to sign for us and in our names in
the capacities indicated below, the registration statement on Form S-8 filed
herewith and any and all subsequent amendments to said registration statement,
and generally to do all such things in our names and on our behalf in our
capacities as officers and directors to enable Cambridge Heart, Inc. to comply
with the provisions of 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 by the following persons in the
capacities and on the dates indicated.
SIGNATURE                              TITLE                                DATE
             ---------                              -----                                ----
/s/ David A. Chazanovitz            President, Chief Executive                  October 16, 2001
---------------------------------     Officer and Director
David A. Chazanovitz                  (Principal executive officer)

  /s/ Robert B. Palardy               Chief Financial Officer                     October 16, 2001
---------------------------------     (Principal financial and
Robert B. Palardy                     accounting officer)

  /s/ Jeffrey M. Arnold               Chairman of the Board of                    October 31, 2001
---------------------------------     Directors
Jeffrey M. Arnold

  /s/ Maren D. Anderson               Director                                    October 24, 2001
---------------------------------
Maren D. Anderson

                                      -5-
/s/ Richard J. Cohen                Director                                    October 31, 2001
---------------------------------
Richard J. Cohen

  /s/ Jeffrey J. Langan               Director                                    October 31, 2001
---------------------------------
Jeffrey J. Langan

  /S/ Daniel M. Mulvena               Director                                    October 24, 2001
---------------------------------
Daniel M. Mulvena
-6-
INDEX TO EXHIBITS
Number                       Description
------                       -----------
4.1(1)                       Restated Certificate of Incorporation of the
                             registrant

4.2(1)                       By-Laws of the Registrant, as amended

5.1                          Opinion of Hale and Dorr LLP, counsel to the
                             registrant

23.1                         Consent of Hale and Dorr LLP
                             (included in Exhibit 5.1)

23.2                         Consent of PricewaterhouseCoopers LLC

24.1                         Power of attorney (included on the signature pages
                             of this registration statement)
------------

(1)      Previously filed with the Securities and Exchange Commission as an
         Exhibit to the registrant's Registration Statement on
         Form S-1, as amended (File No. 333-04879) and incorporated herein by
         reference.