As filed with the Securities and Exchange Commission
on October 14, 1997.                                                     
Registration No.  333-

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
_____________________

FORM S-8

REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
_____________________

ABIOMED, INC.
(Exact name of registrant as specified in its charter)   
Delaware                           04-2743260	
(State of Incorporation)          (IRS Employer Identification No.)

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

ABIOMED, Inc. 
1992 Combination Stock Option Plan
1989 Non-Qualified Stock Option Plan for Non-Employee Directors
1988 Employee Stock Purchase Plan
(Full title of Plans)

Philip J. Flink, Esq.
Brown, Rudnick, Freed & Gesmer
One Financial Center
Boston, Massachusetts 02111
(Name and address of agent for service)

(617) 856-8200
(Telephone number, including area code, of agent for service)

CALCULATION OF REGISTRATION FEE


Title of securities
to be registered

Amount to be 
registered (2)
Proposed maximum 
offering price per 
unit 
Proposed maximum 
aggregate offering 
price 

Amount of 
registration fee


Preferred Share 
Purchase Rights (1)

Common Stock,
$.01 par value (4)


1,850,000 Rights


550,000 shares


--- (3)


$21.00 (5)


--- (3)


$11,550,000


---


$3,500


(1)	On August 13, 1997, the Board of Directors of the Corporation 
declared a dividend of one preferred share purchase right (the 
"Rights") for each share of Common Stock outstanding on August 28, 
1997.  The 1,850,000 Rights registered hereby represent one Right that 
may be issued in connection with each share of Common Stock issuable 
upon exercise of options granted or to be granted under the 
Corporation's 1992 Combination Stock Option Plan, 1989 Non-
Qualified Stock Option Plan for Non-Employee Directors and 1988 
Employee Stock Purchase Plan (collectively, the "Plans").
(2)	Such presently indeterminable number of shares of Common Stock and 
Rights are also registered hereunder as may be issued in the event of a 
merger, consolidation, reorganization, recapitalization, stock dividend, 
stock split or other similar change in Common Stock.
(3)	The Rights are not separately transferable apart from the Common 
Stock, nor are they exercisable until the occurrence of certain events.  
Accordingly, no independent value has been attributed to the Rights


<PAGE>
(4)	Includes 500,000 shares to be issued upon the exercise of options 
issued under the Corporation's 1992 Combination Stock Option Plan 
and 50,000 shares to be issued upon the exercise of options issued 
under its 1989 Non-Qualified Stock Option Plan for Non-Employee 
Directors.
(5)	Estimated solely for the purpose of determining the registration fee 
pursuant to Rule 457(h) under the Securities Act of 1933, as amended, 
on the basis of the average high and low prices for the Corporation's 
Common Stock on October 8, 1997, as reported by the Nasdaq Stock 
Market.



Pursuant to Rule 429 under the Securities Act of 1933, this 
Registration Statement also incorporates by reference and serves as 
Post-Effective Amendment No. 3 to Registration Statement No. 33-
23053 on Form S-8, filed with respect to the Common Stock issuable 
with respect to the ABIOMED, Inc. Incentive Stock Option Plan, Non-
Qualified Stock Option Plan and 1988 Employee Stock Purchase Plan, 
Post-Effective Amendment No. 2 to Registration Statement No. 33-
38030 on Form S-8, filed with respect to the Common Stock issuable 
with respect to each of the previously described plans and the 
ABIOMED, Inc. 1989 Non-Qualified Stock Option Plan for Non-
Employee Directors, and Post-Effective Amendment No. 1 to 
Registration Statement No. 33-65192 on Form S-8, filed with respect 
to the Common Stock issuable with respect to the ABIOMED, Inc. 
1992 Combination Stock Option Plan (formerly known as (1) Incentive 
Stock Option Plan and (2) Non-Qualified Stock Option Plan).


<PAGE>
PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.	Incorporation Of Documents by Reference.

	The Corporation hereby incorporates by reference into this 
Registration Statement the following documents:

	(a)	The Corporation's Annual Report on Form 10-K for the 
fiscal year ended March 31, 1997.

	(b)	All other reports filed pursuant to Section 13(a) or 15(d) 
of the Securities Exchange Act of 1934, as amended (the "Exchange 
Act") since the end of the fiscal year covered by the Annual Report 
referred to in (a) above.

	(c)	The description of the Rights which is contained in the 
Corporation's Registration Statement on Form 8-A filed pursuant to 
Section 12 of the Exchange Act on August 25, 1997 and the 
description of the Common Stock which is contained in the 
Corporation's Registration Statement on Form 8-A filed pursuant to 
Section 12 of the Exchange Act on June 11, 1987, and all amendments 
thereto and reports filed for the purpose of updating such 
descriptions.

	All documents filed by the Corporation pursuant to Sections 
13(a), 13(c), 14 and 15(d) of the Exchange Act, subsequent to the 
date hereof and prior to the filing of a post-effective amendment 
which indicates that all securities offered have been sold or which 
deregisters all securities then remaining unsold, shall be deemed 
hereby incorporated by reference in this Registration Statement and to 
be a part hereof from the date of 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 purposes of this registration statement to the extent 
that a statement contained herein or in any subsequently filed 
document which also is or is deemed to be incorporated by reference 
herein modifies or supersedes such statement.

Item 4.	Description of Securities.

	Not Applicable.

Item 5.	Interests of Named Experts and Counsel.

	The legality of the Common Stock issuable upon exercise of 
options granted or to be granted under the Plans, and of the Rights to 
be issued in connection with the Common Stock, has been passed upon 
for the Corporation by Brown, Rudnick, Freed & Gesmer, One 
Financial Center, Boston, Massachusetts 02111.


<PAGE>

Item 6.	Indemnification of Directors and Officers.

	Article 10 of the Registrant's Certificate of Incorporation 
eliminates the personal liability of directors of the Registrant or its 
stockholders for monetary damages for breach of fiduciary duty to the 
full extent permitted by Delaware law.  Article 11 of the Registrant's 
By-laws provides that the Registrant may indemnify its officers and 
directors to the full extent permitted by the General Corporation Law 
of the State of Delaware.  Section 145 of the General Corporation Law 
of the State of Delaware authorizes a corporation to indemnify 
directors, officers, employees or agents of the corporation in non-
derivative suits if such party acted in good faith and in a manner he 
or she reasonably believed to be in or not opposed to the best interest 
of the corporation and, with respect to any criminal action or 
proceeding, had no reasonable cause to believe this conduct was 
unlawful, as determined in accordance with the Delaware General 
Corporation Law.  Section 145 further provides that indemnification 
shall be provided if the party in question is successful on the merits 
or otherwise in the defense of any claim.

	The Registrant has entered into indemnification agreements with 
each of its directors and with certain of the Registrant's officers who 
are not directors.  Generally, the indemnification agreements attempt 
to provide the maximum protection permitted by Delaware law with 
respect to indemnification of directors.  In addition, the Registrant 
maintains insurance on behalf of any person who is or was a director 
or officer against any loss arising from any claim asserted against 
him or her in any such capacity, subject to certain exceptions.  

Item 7.	Exemption from Registration Claimed.

	Not Applicable.

Item 8.	Exhibits.

Number	Description


	4.1	Specimen Certificate of Common Stock - Filed as Exhibit 4.01 
to Registration Statement No. 33-14861 on Form S-1.*

	4.2	Restated Certificate of Incorporation of the Registrant - Filed 
as Exhibit 3.1 to Registration Statement No. 333-36657 on 
Form S-3 (the "1997 Registration Statement").*

	4.3	Certificate of Designations of Series A Junior Participating 
Preferred Stock - Filed as Exhibit 3.3 to the 1997 Registration 
Statement.*

	4.4	Restated By-laws of the Registrant -- Filed as Exhibit 3(b) to 
the Registrant's Annual Report on Form 10-K for the fiscal 
year ended March 31, 1991.*

	4.5	Rights Agreement between the Registrant and BankBoston, 
N.A., as Rights Agent dated as of August 13, 1997 (including 
Form of  Right Certificate attached thereto as Exhibit A) -- 
Filed as Exhibit 4 to the Registrant's Current Report on Form 
8-K, dated August 13, 1997.*



<PAGE>

	5	Legal Opinion of Brown, Rudnick, Freed & Gesmer.

	23.1	Consent of Arthur Andersen LLP.

	23.2	Consent of Brown, Rudnick, Freed & Gesmer is included in 
their legal opinion filed as Exhibit 5 hereof.

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

	99.1	ABIOMED, Inc. 1992 Combination Stock Option Plan, as 
amended -- Filed as Exhibit 10.2 to the Registrant's Quarterly 
Report on Form 10-Q for the quarter ended September 30, 
1995.*

	99.2	ABIOMED, Inc. 1989 Non-Qualified Stock Option Plan for 
Non-Employee Directors, as amended - Filed as Exhibit 10.1 to 
the Registrant's Quarterly Report on Form 10-Q for the quarter 
ended September 30, 1995.*

	99.3	ABIOMED, Inc. 1988 Employee Stock Purchase Plan -- filed as 
Exhibit 10(p) to the 1988 Form 10-K.*

	99.4	Amendment to ABIOMED, Inc. 1988 Employee Stock Purchase 
Plan -- Filed as Exhibit 10.1 to the Registrant's Quarterly 
Report on Form 10-Q for the quarter ended September 30, 
1997.*

	99.5	Amendment to ABIOMED, Inc. 1992 Combination Stock Option 
Plan, as amended -- Filed as Exhibit 10.2 to the Registrant's 
Quarterly Report on Form 10-Q for the quarter ended 
September 30, 1997.*


______________

*	Not filed herewith.  In accordance with Rule 411 promulgated pursuant to 
the Securities Act of 1933, as amended, reference is made to the 
documents previously filed with the Commission, which are incorporated 
by reference herein.




<PAGE>

Item 9.	Undertakings.

	(a)  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 
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.

	   	(2)  That, for the purpose of determining liability under 
the Securities Act of 1933, 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.

	(b)  The undersigned Registrant hereby undertakes that, for 
purposes of determining any liability under the Securities Act of 
1933, each filing of the Registrant's annual report pursuant to Section 
13(a) or Section 15(d) of the Securities Exchange Act of 1934 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.

	(c)  Insofar as indemnification for liabilities arising under the 
Securities Act of 1933 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 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 Act and will be 
governed by the final adjudication of such issue.



<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 City of Danvers, 
Commonwealth of Massachusetts, on October 14, 1997.

			ABIOMED, INC.


			By: /s/ David M. Lederman                       
			       David M. Lederman,
			       Chief Executive Officer and 
President

POWER OF ATTORNEY

	KNOW ALL MEN BY THESE PRESENTS, that the person whose 
signature appears below constitutes and appoints David M. Lederman 
and John F. Thero and each of them (with full power to each of them to 
act alone), his true and lawful attorneys-in-fact and agents, with full 
power of substitution and resubstitution, for him and in his name, 
place and stead, in any and all capacities, to sign any or all 
amendments (including post-effective amendments) to this Registration 
Statement, and to file the same, with all exhibits thereto and other 
documents in connection therewith, with the Securities and Exchange 
Commission, granting unto said attorneys-in-fact and agents, and each 
of them, full power and authority to do and perform each and every act 
and thing requisite and necessary to be done in and about the premises, 
as fully to all intents and purposes as he might or could do in person, 
hereby ratifying and confirming all that said attorneys-in-fact and 
agents, or any of them, or their substitutes, may lawfully do or cause 
to be done by virtue hereof.

	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 date indicated.

Signature
Title
Date





/s/ David M. Lederman		
David M. Lederman
Chairman and Chief Executive 
Officer, President and Director 
(Principal Executive Officer)
October 14, 1997






/s John F. Thero			
John F. Thero
Vice President Finance and 
Administration; Treasurer and 
Chief Financial Officer 
(Principal Financial and 
Accounting Officer)
October 14, 1997






/s/ Desmond H. O'Connell, Jr.	
Desmond H. O'Connell, Jr.
Director
October 14, 1997






/s/ John F. O'Brien		
John F. O'Brien
Director
October 14, 1997






/s/ Henri A. Termeer		
Henri A. Termeer
Director

October 14, 1997






/s/ W. Gerald Austen		
Dr. W. Gerald Austen
Director

October 14, 1997






/s/ Paul Fireman			
Paul Fireman
Director

October 14, 1997









<PAGE>

Exhibit Index


Number
Description
Reference


4.1
Specimen Certificate of Common Stock - Filed as 
Exhibit 4.01 to Registration Statement No. 33-14861 
on Form S-1.*






4.2
Restated Certificate of Incorporation of the 
Registrant - Filed as Exhibit 3.1 to Registration 
Statement No. 333-36657 on Form S-3 (the "1997 
Registration Statement").*






4.3
Certificate of Designations of Series A Junior 
Participating Preferred Stock - Filed as Exhibit 3.3 
to the 1997 Registration Statement.*






4.4
Restated By-laws of the Registrant -- Filed as 
Exhibit 3(b) to the Registrant's Annual Report on 
Form 10-K for the fiscal year ended March 31, 
1991.*






4.5
Rights Agreement between the Registrant and 
BankBoston, N.A., as Rights Agent dated as of 
August 13, 1997 (including Form of  Right 
Certificate attached thereto as Exhibit A) -- Filed as 
Exhibit 4 to the Registrant's Current Report on Form 
8-K, dated August 13, 1997.*






5
Legal Opinion of Brown, Rudnick, Freed & Gesmer.






23.1
Consent of Arthur Andersen LLP.






23.2
Consent of Brown, Rudnick, Freed & Gesmer is 
included in their legal opinion filed as Exhibit 5 
hereof.






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






99.1
ABIOMED, Inc. 1992 Combination Stock Option 
Plan, as amended -- Filed as Exhibit 10.2 to the 
Registrant's Quarterly Report on Form 10-Q for the 
quarter ended September 30, 1995.*






99.2
ABIOMED, Inc. 1989 Non-Qualified Stock Option 
Plan for Non-Employee Directors, as amended - 
Filed as Exhibit 10.1 to the Registrant's Quarterly 
Report on Form 10-Q for the quarter ended 
September 30, 1995.*






99.3
ABIOMED, Inc. 1988 Employee Stock Purchase Plan 
-- filed as Exhibit 10(p) to the 1988 Form 10-K.*






99.4
Amendment to ABIOMED, Inc. 1988 Employee Stock 
Purchase Plan -- Filed as Exhibit 10.1 to the 
Registrant's Quarterly Report on Form 10-Q for the 
quarter ended September 30, 1997.*






99.5
Amendment to ABIOMED, Inc. 1992 Combination 
Stock Option Plan, as amended -- Filed as Exhibit 
10.2 to the Registrant's Quarterly Report on Form 
10-Q for the quarter ended September 30, 1997.*



______________________
*	Not filed herewith.  In accordance with Rule 411 promulgated pursuant to 
the Securities Act of 1933, as amended, reference is made to the 
documents previously filed with the Commission, which are incorporated 
by reference herein.




<PAGE>
EXHIBIT 5
				October 14, 1997



ABIOMED, Inc.
33 Cherry Hill Drive
Danvers, Massachusetts 01923

RE:  Registration Statement on Form S-8

Ladies and Gentlemen:

	We are general counsel to ABIOMED, Inc., a Delaware 
corporation (the "Corporation").  We have been asked to deliver this 
opinion in connection with the preparation and filing with the 
Securities and Exchange Commission under the Securities Act of 
1933, as amended (the "Act"), of a Registration Statement on Form 
S-8 (the "Registration Statement") relating to 550,000 shares of the 
Corporation's Common Stock, $.01 par value (the "Shares"), and 
1,850,000 Rights, as defined below.  The Rights are issuable 
pursuant to that certain Rights Agreement, dated as of August 13, 
1997 (the "Rights Agreement"), providing, in effect, for the 
delivery of a right (a "Right"), along with each share of Common 
Stock issued by the Corporation.

	The Shares are issuable upon the exercise of options granted or 
to be granted pursuant to the Corporation's 1992 Combination Stock 
Option Plan, as amended (the "1992 Plan") (500,000 Shares), and 
1989 Non-Qualified Stock Option Plan for Non-Employee Directors, 
as amended (the "1989 Plan") (50,000 Shares).  Of the Rights, (i) 
1,550,000 are issuable pursuant to the 1992 Plan, (ii) 200,000 are 
issuable pursuant to the 1989 Plan, and (iii) 100,000 are issuable 
pursuant to the Corporation's 1988 Employee Stock Purchase Plan, 
as amended (the "1988 Plan").  The 1992 Plan, the 1989 Plan, and 
the 1988 Plan are hereinafter referred to collectively as the Plans.

	In connection with this opinion, we have examined and are 
familiar with originals or copies, certified or otherwise identified 
to our satisfaction, of the following documents (collectively, the 
"Documents"):

1. A copy of the Restated Certificate of Incorporation of the 
Corporation as in effect on the date hereof, including the 
Certificate of Designations of Series A Junior Participating 
Preferred Stock;

2. A copy of the Restated By-laws of the Corporation as in 
effect on the date hereof;

3. The corporate records of the Corporation relating to the 
proceedings of the directors of the Corporation with regard 
to the issuance of the Rights and the Shares;

4. Each of the Plans;

5. The Rights Agreement; and

6. The Registration Statement.

	For purposes of this opinion we have assumed without any 
investigation (1) the legal capacity of each natural person and (2) 
the genuineness of each signature, the completeness of each 
document submitted to us as an original and the conformity with the 
original of each document submitted to us as a copy.

	Our opinion hereafter expressed is based solely upon (1) our 
review of the Documents, (2) discussions with certain officers of 
the Corporation with respect to the Documents, (3) discussions with 
those of our attorneys who have devoted substantive attention to the 
matters contained herein and (4) such review of published sources 
of law as we have deemed necessary.

	Based upon and subject to the foregoing, we are of the opinion 
that the Shares have been duly authorized and, when issued in 
accordance with the terms of the applicable Plan, the Shares will be 
validly issued, fully paid and nonassessable.  	The Rights have been 
duly authorized and, when issued in accordance with the terms of 
the Rights Agreement, will be validly issued, fully paid and 
nonassessable.

	We express no legal opinion upon any matter other than those 
explicitly addressed in the immediately preceding paragraph, and 
our express opinions therein contained shall not be interpreted to be 
implied opinions upon any other matter.  


<PAGE>

	We hereby consent to the filing of this opinion as Exhibit 5 to 
the Registration Statement and to the reference to our firm wherever 
it appears in the Registration Statement.

	Very truly yours,

BROWN, RUDNICK, FREED & 
GESMER

By:  Brown, Rudnick, Freed & 
Gesmer, P.C.,
        a partner


By: /s/ Philip J. Flink				
	
      Philip J. Flink, a Member duly 
authorized




<PAGE>

EXHIBIT 23.1

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the 
incorporation by reference in this registration statement on Form S-
8 of our report dated May 8, 1997 and to all references to our Firm 
included in or made a part of this registration statement.

			
			/s/ ARTHUR ANDERSON LLP


Boston, Massachusetts
October 14, 1997
			
	

	II-6

	II-1



ABIOMED, Inc.
October 14, 1997
Page 2
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As filed with the Securities and Exchange Commission
on October 14, 1997.                                                     
Registration No.  333-

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
_____________________

FORM S-8

REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
_____________________

ABIOMED, INC.
(Exact name of registrant as specified in its charter)   
Delaware                           04-2743260	
(State of Incorporation)          (IRS Employer Identification No.)

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

ABIOMED, Inc. 
1992 Combination Stock Option Plan
1989 Non-Qualified Stock Option Plan for Non-Employee Directors
1988 Employee Stock Purchase Plan
(Full title of Plans)

Philip J. Flink, Esq.
Brown, Rudnick, Freed & Gesmer
One Financial Center
Boston, Massachusetts 02111
(Name and address of agent for service)

(617) 856-8200
(Telephone number, including area code, of agent for service)

CALCULATION OF REGISTRATION FEE

Title of securities
to be registered

Amount to be 
registered (2)
Proposed maximum 
offering price per 
unit 
Proposed maximum 
aggregate offering 
price 

Amount of 
registration fee

Preferred Share 
Purchase Rights (1)

Common Stock,
$.01 par value (4)

1,850,000 Rights

550,000 shares

--- (3)

$21.00 (5)

--- (3)

$11,550,000

---

$3,500

(1)	On August 13, 1997, the Board of Directors of the Corporation 
declared a dividend of one preferred share purchase right (the 
"Rights") for each share of Common Stock outstanding on August 28, 
1997.  The 1,850,000 Rights registered hereby represent one Right that 
may be issued in connection with each share of Common Stock issuable 
upon exercise of options granted or to be granted under the 
Corporation's 1992 Combination Stock Option Plan, 1989 Non-
Qualified Stock Option Plan for Non-Employee Directors and 1988 
Employee Stock Purchase Plan (collectively, the "Plans").
(2)	Such presently indeterminable number of shares of Common Stock and 
Rights are also registered hereunder as may be issued in the event of a 
merger, consolidation, reorganization, recapitalization, stock dividend, 
stock split or other similar change in Common Stock.
(3)	The Rights are not separately transferable apart from the Common 
Stock, nor are they exercisable until the occurrence of certain events.  
Accordingly, no independent value has been attributed to the Rights
(4)	Includes 500,000 shares to be issued upon the exercise of options 
issued under the Corporation's 1992 Combination Stock Option Plan 
and 50,000 shares to be issued upon the exercise of options issued 
under its 1989 Non-Qualified Stock Option Plan for Non-Employee 
Directors.
(5)	Estimated solely for the purpose of determining the registration fee 
pursuant to Rule 457(h) under the Securities Act of 1933, as amended, 
on the basis of the average high and low prices for the Corporation's 
Common Stock on October 8, 1997, as reported by the Nasdaq Stock 
Market.

Pursuant to Rule 429 under the Securities Act of 1933, this 
Registration Statement also incorporates by reference and serves as 
Post-Effective Amendment No. 3 to Registration Statement No. 33-
23053 on Form S-8, filed with respect to the Common Stock issuable 
with respect to the ABIOMED, Inc. Incentive Stock Option Plan, Non-
Qualified Stock Option Plan and 1988 Employee Stock Purchase Plan, 
Post-Effective Amendment No. 2 to Registration Statement No. 33-
38030 on Form S-8, filed with respect to the Common Stock issuable 
with respect to each of the previously described plans and the 
ABIOMED, Inc. 1989 Non-Qualified Stock Option Plan for Non-
Employee Directors, and Post-Effective Amendment No. 1 to 
Registration Statement No. 33-65192 on Form S-8, filed with respect 
to the Common Stock issuable with respect to the ABIOMED, Inc. 
1992 Combination Stock Option Plan (formerly known as (1) Incentive 
Stock Option Plan and (2) Non-Qualified Stock Option Plan).
PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.	Incorporation Of Documents by Reference.

	The Corporation hereby incorporates by reference into this 
Registration Statement the following documents:

	(a)	The Corporation's Annual Report on Form 10-K for the 
fiscal year ended March 31, 1997.

	(b)	All other reports filed pursuant to Section 13(a) or 15(d) 
of the Securities Exchange Act of 1934, as amended (the "Exchange 
Act") since the end of the fiscal year covered by the Annual Report 
referred to in (a) above.

	(c)	The description of the Rights which is contained in the 
Corporation's Registration Statement on Form 8-A filed pursuant to 
Section 12 of the Exchange Act on August 25, 1997 and the 
description of the Common Stock which is contained in the 
Corporation's Registration Statement on Form 8-A filed pursuant to 
Section 12 of the Exchange Act on June 11, 1987, and all amendments 
thereto and reports filed for the purpose of updating such 
descriptions.

	All documents filed by the Corporation pursuant to Sections 
13(a), 13(c), 14 and 15(d) of the Exchange Act, subsequent to the 
date hereof and prior to the filing of a post-effective amendment 
which indicates that all securities offered have been sold or which 
deregisters all securities then remaining unsold, shall be deemed 
hereby incorporated by reference in this Registration Statement and to 
be a part hereof from the date of 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 purposes of this registration statement to the extent 
that a statement contained herein or in any subsequently filed 
document which also is or is deemed to be incorporated by reference 
herein modifies or supersedes such statement.

Item 4.	Description of Securities.

	Not Applicable.

Item 5.	Interests of Named Experts and Counsel.

	The legality of the Common Stock issuable upon exercise of 
options granted or to be granted under the Plans, and of the Rights to 
be issued in connection with the Common Stock, has been passed upon 
for the Corporation by Brown, Rudnick, Freed & Gesmer, One 
Financial Center, Boston, Massachusetts 02111.
Item 6.	Indemnification of Directors and Officers.

	Article 10 of the Registrant's Certificate of Incorporation 
eliminates the personal liability of directors of the Registrant or its 
stockholders for monetary damages for breach of fiduciary duty to the 
full extent permitted by Delaware law.  Article 11 of the Registrant's 
By-laws provides that the Registrant may indemnify its officers and 
directors to the full extent permitted by the General Corporation Law 
of the State of Delaware.  Section 145 of the General Corporation Law 
of the State of Delaware authorizes a corporation to indemnify 
directors, officers, employees or agents of the corporation in non-
derivative suits if such party acted in good faith and in a manner he 
or she reasonably believed to be in or not opposed to the best interest 
of the corporation and, with respect to any criminal action or 
proceeding, had no reasonable cause to believe this conduct was 
unlawful, as determined in accordance with the Delaware General 
Corporation Law.  Section 145 further provides that indemnification 
shall be provided if the party in question is successful on the merits 
or otherwise in the defense of any claim.

	The Registrant has entered into indemnification agreements with 
each of its directors and with certain of the Registrant's officers who 
are not directors.  Generally, the indemnification agreements attempt 
to provide the maximum protection permitted by Delaware law with 
respect to indemnification of directors.  In addition, the Registrant 
maintains insurance on behalf of any person who is or was a director 
or officer against any loss arising from any claim asserted against 
him or her in any such capacity, subject to certain exceptions.  

Item 7.	Exemption from Registration Claimed.

	Not Applicable.

Item 8.	Exhibits.

Number	Description

	4.1	Specimen Certificate of Common Stock - Filed as Exhibit 4.01 
to Registration Statement No. 33-14861 on Form S-1.*

	4.2	Restated Certificate of Incorporation of the Registrant - Filed 
as Exhibit 3.1 to Registration Statement No. 333-36657 on 
Form S-3 (the "1997 Registration Statement").*

	4.3	Certificate of Designations of Series A Junior Participating 
Preferred Stock - Filed as Exhibit 3.3 to the 1997 Registration 
Statement.*

	4.4	Restated By-laws of the Registrant -- Filed as Exhibit 3(b) to 
the Registrant's Annual Report on Form 10-K for the fiscal 
year ended March 31, 1991.*

	4.5	Rights Agreement between the Registrant and BankBoston, 
N.A., as Rights Agent dated as of August 13, 1997 (including 
Form of  Right Certificate attached thereto as Exhibit A) -- 
Filed as Exhibit 4 to the Registrant's Current Report on Form 
8-K, dated August 13, 1997.*
5	Legal Opinion of Brown, Rudnick, Freed & Gesmer.

	23.1	Consent of Arthur Andersen LLP.

	23.2	Consent of Brown, Rudnick, Freed & Gesmer is included in 
their legal opinion filed as Exhibit 5 hereof.

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

	99.1	ABIOMED, Inc. 1992 Combination Stock Option Plan, as 
amended -- Filed as Exhibit 10.2 to the Registrant's Quarterly 
Report on Form 10-Q for the quarter ended September 30, 
1995.*

	99.2	ABIOMED, Inc. 1989 Non-Qualified Stock Option Plan for 
Non-Employee Directors, as amended - Filed as Exhibit 10.1 to 
the Registrant's Quarterly Report on Form 10-Q for the quarter 
ended September 30, 1995.*

	99.3	ABIOMED, Inc. 1988 Employee Stock Purchase Plan -- filed as 
Exhibit 10(p) to the 1988 Form 10-K.*

	99.4	Amendment to ABIOMED, Inc. 1988 Employee Stock Purchase 
Plan -- Filed as Exhibit 10.1 to the Registrant's Quarterly 
Report on Form 10-Q for the quarter ended September 30, 
1997.*

	99.5	Amendment to ABIOMED, Inc. 1992 Combination Stock Option 
Plan, as amended -- Filed as Exhibit 10.2 to the Registrant's 
Quarterly Report on Form 10-Q for the quarter ended 
September 30, 1997.*

______________

*	Not filed herewith.  In accordance with Rule 411 promulgated pursuant to 
the Securities Act of 1933, as amended, reference is made to the 
documents previously filed with the Commission, which are incorporated 
by reference herein.
Item 9.	Undertakings.

	(a)  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 
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.

	   	(2)  That, for the purpose of determining liability under 
the Securities Act of 1933, 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.

	(b)  The undersigned Registrant hereby undertakes that, for 
purposes of determining any liability under the Securities Act of 
1933, each filing of the Registrant's annual report pursuant to Section 
13(a) or Section 15(d) of the Securities Exchange Act of 1934 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.

	(c)  Insofar as indemnification for liabilities arising under the 
Securities Act of 1933 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 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 Act and will be 
governed by the final adjudication of such issue.
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 City of Danvers, 
Commonwealth of Massachusetts, on October 14, 1997.

			ABIOMED, INC.

			By: /s/ David M. Lederman                       
			       David M. Lederman,
			       Chief Executive Officer and 
President

POWER OF ATTORNEY

	KNOW ALL MEN BY THESE PRESENTS, that the person whose 
signature appears below constitutes and appoints David M. Lederman 
and John F. Thero and each of them (with full power to each of them to 
act alone), his true and lawful attorneys-in-fact and agents, with full 
power of substitution and resubstitution, for him and in his name, 
place and stead, in any and all capacities, to sign any or all 
amendments (including post-effective amendments) to this Registration 
Statement, and to file the same, with all exhibits thereto and other 
documents in connection therewith, with the Securities and Exchange 
Commission, granting unto said attorneys-in-fact and agents, and each 
of them, full power and authority to do and perform each and every act 
and thing requisite and necessary to be done in and about the premises, 
as fully to all intents and purposes as he might or could do in person, 
hereby ratifying and confirming all that said attorneys-in-fact and 
agents, or any of them, or their substitutes, may lawfully do or cause 
to be done by virtue hereof.

	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 date indicated.

Signature
Title
Date

/s/ David M. Lederman		
David M. Lederman
Chairman and Chief Executive 
Officer, President and Director 
(Principal Executive Officer)
October 14, 1997

/s John F. Thero			
John F. Thero
Vice President Finance and 
Administration; Treasurer and 
Chief Financial Officer 
(Principal Financial and 
Accounting Officer)
October 14, 1997

/s/ Desmond H. O'Connell, Jr.	
Desmond H. O'Connell, Jr.
Director
October 14, 1997

/s/ John F. O'Brien		
John F. O'Brien
Director
October 14, 1997

/s/ Henri A. Termeer		
Henri A. Termeer
Director

October 14, 1997

/s/ W. Gerald Austen		
Dr. W. Gerald Austen
Director

October 14, 1997

/s/ Paul Fireman			
Paul Fireman
Director

October 14, 1997
Exhibit Index

Number
Description
Reference

4.1
Specimen Certificate of Common Stock - Filed as 
Exhibit 4.01 to Registration Statement No. 33-14861 
on Form S-1.*

4.2
Restated Certificate of Incorporation of the 
Registrant - Filed as Exhibit 3.1 to Registration 
Statement No. 333-36657 on Form S-3 (the "1997 
Registration Statement").*

4.3
Certificate of Designations of Series A Junior 
Participating Preferred Stock - Filed as Exhibit 3.3 
to the 1997 Registration Statement.*

4.4
Restated By-laws of the Registrant -- Filed as 
Exhibit 3(b) to the Registrant's Annual Report on 
Form 10-K for the fiscal year ended March 31, 
1991.*

4.5
Rights Agreement between the Registrant and 
BankBoston, N.A., as Rights Agent dated as of 
August 13, 1997 (including Form of  Right 
Certificate attached thereto as Exhibit A) -- Filed as 
Exhibit 4 to the Registrant's Current Report on Form 
8-K, dated August 13, 1997.*

5
Legal Opinion of Brown, Rudnick, Freed & Gesmer.

23.1
Consent of Arthur Andersen LLP.

23.2
Consent of Brown, Rudnick, Freed & Gesmer is 
included in their legal opinion filed as Exhibit 5 
hereof.

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

99.1
ABIOMED, Inc. 1992 Combination Stock Option 
Plan, as amended -- Filed as Exhibit 10.2 to the 
Registrant's Quarterly Report on Form 10-Q for the 
quarter ended September 30, 1995.*

99.2
ABIOMED, Inc. 1989 Non-Qualified Stock Option 
Plan for Non-Employee Directors, as amended - 
Filed as Exhibit 10.1 to the Registrant's Quarterly 
Report on Form 10-Q for the quarter ended 
September 30, 1995.*

99.3
ABIOMED, Inc. 1988 Employee Stock Purchase Plan 
-- filed as Exhibit 10(p) to the 1988 Form 10-K.*

99.4
Amendment to ABIOMED, Inc. 1988 Employee Stock 
Purchase Plan -- Filed as Exhibit 10.1 to the 
Registrant's Quarterly Report on Form 10-Q for the 
quarter ended September 30, 1997.*

99.5
Amendment to ABIOMED, Inc. 1992 Combination 
Stock Option Plan, as amended -- Filed as Exhibit 
10.2 to the Registrant's Quarterly Report on Form 
10-Q for the quarter ended September 30, 1997.*

______________________
*	Not filed herewith.  In accordance with Rule 411 promulgated pursuant to 
the Securities Act of 1933, as amended, reference is made to the 
documents previously filed with the Commission, which are incorporated 
by reference herein.
EXHIBIT 5
				October 14, 1997

ABIOMED, Inc.
33 Cherry Hill Drive
Danvers, Massachusetts 01923

RE:  Registration Statement on Form S-8

Ladies and Gentlemen:

	We are general counsel to ABIOMED, Inc., a Delaware 
corporation (the "Corporation").  We have been asked to deliver this 
opinion in connection with the preparation and filing with the 
Securities and Exchange Commission under the Securities Act of 
1933, as amended (the "Act"), of a Registration Statement on Form 
S-8 (the "Registration Statement") relating to 550,000 shares of the 
Corporation's Common Stock, $.01 par value (the "Shares"), and 
1,850,000 Rights, as defined below.  The Rights are issuable 
pursuant to that certain Rights Agreement, dated as of August 13, 
1997 (the "Rights Agreement"), providing, in effect, for the 
delivery of a right (a "Right"), along with each share of Common 
Stock issued by the Corporation.

	The Shares are issuable upon the exercise of options granted or 
to be granted pursuant to the Corporation's 1992 Combination Stock 
Option Plan, as amended (the "1992 Plan") (500,000 Shares), and 
1989 Non-Qualified Stock Option Plan for Non-Employee Directors, 
as amended (the "1989 Plan") (50,000 Shares).  Of the Rights, (i) 
1,550,000 are issuable pursuant to the 1992 Plan, (ii) 200,000 are 
issuable pursuant to the 1989 Plan, and (iii) 100,000 are issuable 
pursuant to the Corporation's 1988 Employee Stock Purchase Plan, 
as amended (the "1988 Plan").  The 1992 Plan, the 1989 Plan, and 
the 1988 Plan are hereinafter referred to collectively as the Plans.

	In connection with this opinion, we have examined and are 
familiar with originals or copies, certified or otherwise identified 
to our satisfaction, of the following documents (collectively, the 
"Documents"):

1. A copy of the Restated Certificate of Incorporation of the 
Corporation as in effect on the date hereof, including the 
Certificate of Designations of Series A Junior Participating 
Preferred Stock;

2. A copy of the Restated By-laws of the Corporation as in 
effect on the date hereof;

3. The corporate records of the Corporation relating to the 
proceedings of the directors of the Corporation with regard 
to the issuance of the Rights and the Shares;

4. Each of the Plans;

5. The Rights Agreement; and

6. The Registration Statement.

	For purposes of this opinion we have assumed without any 
investigation (1) the legal capacity of each natural person and (2) 
the genuineness of each signature, the completeness of each 
document submitted to us as an original and the conformity with the 
original of each document submitted to us as a copy.

	Our opinion hereafter expressed is based solely upon (1) our 
review of the Documents, (2) discussions with certain officers of 
the Corporation with respect to the Documents, (3) discussions with 
those of our attorneys who have devoted substantive attention to the 
matters contained herein and (4) such review of published sources 
of law as we have deemed necessary.

	Based upon and subject to the foregoing, we are of the opinion 
that the Shares have been duly authorized and, when issued in 
accordance with the terms of the applicable Plan, the Shares will be 
validly issued, fully paid and nonassessable.  	The Rights have been 
duly authorized and, when issued in accordance with the terms of 
the Rights Agreement, will be validly issued, fully paid and 
nonassessable.

	We express no legal opinion upon any matter other than those 
explicitly addressed in the immediately preceding paragraph, and 
our express opinions therein contained shall not be interpreted to be 
implied opinions upon any other matter.
We hereby consent to the filing of this opinion as Exhibit 5 to 
the Registration Statement and to the reference to our firm wherever 
it appears in the Registration Statement.

	Very truly yours,

BROWN, RUDNICK, FREED & 
GESMER

By:  Brown, Rudnick, Freed & 
Gesmer, P.C.,
        a partner

By: /s/ Philip J. Flink				
	
      Philip J. Flink, a Member duly 
authorized
EXHIBIT 23.1

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the 
incorporation by reference in this registration statement on Form S-
8 of our report dated May 8, 1997 and to all references to our Firm 
included in or made a part of this registration statement.

			
			/s/ ARTHUR ANDERSON LLP

Boston, Massachusetts
October 14, 1997
			
	

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October 14, 1997
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