Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
LEDERMAN DAVID M
   2. Issuer Name and Ticker or Trading Symbol
ABIOMED INC [ABMD] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
C/O ABIOMED, INC., 22 CHERRY HILL DRIVE		 3. Date of Earliest Transaction (Month/Day/Year)
02/28/2005
(Street)

DANVERS, MA 01923		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock, $.01 par value 02/28/2005   G   12,500 (7) D $ 0 1,024,971 I By Wife (1)
Common Stock, $.01 par value 02/28/2005   G   12,500 (7) D $ 0 781,279 D  

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy) $ 7             07/12/2001(2) 07/12/2009 Common Stock 130,000   130,000 D  
Stock Option (right to buy) $ 15.56             06/28/2002(3) 06/28/2010 Common Stock 100,000   100,000 D  
Stock Option (right to buy) $ 24.12             06/22/2003(4) 06/22/2011 Common Stock 50,000   50,000 D  
Stock Option (right to buy) $ 6.75             06/25/2004(5) 06/25/2012 Common Stock 50,000   50,000 D  
Stock Option (right to buy) $ 12.3             07/01/2005(6) 07/01/2014 Common Stock 50,000   50,000 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
LEDERMAN DAVID M
C/O ABIOMED, INC.
22 CHERRY HILL DRIVE
DANVERS, MA 01923		   X      

Signatures

 /s/ Charles B. Haaser (attorney-in-fact)   02/28/2005
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) This reporting person disclaims beneficial ownership of these securities and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for the purposes of Section 16 or any other purposes.
(2) Grant to reporting person of option to buy 130,000 shares of Common Stock under ABIOMED, Inc. 1998 Equity Incentive Plan. The option will become exercisable in 25% annual increments beginning 7/12/01.
(3) Grant to reporting person of option to buy 100,000 shares of Common Stock under ABIOMED, Inc. 1998 Equity Incentive Plan. The option will become exercisable as follows: 30% will become exercisable on each of 6/28/02 and 6/28/03 and an additional 40% will become exercisable on 6/28/04.
(4) Grant to reporting person of option to buy 50,000 shares of Common Stock under the ABIOMED, Inc. 2000 Stock Incentive Plan. The option will become exercisable as follows: 30% will become exercisable on each of 6/22/03 and 6/22/04 and an additional 40% will become exercisable on 6/22/05.
(5) Grant to reporting person of option to buy 50,000 shares of Common Stock under the ABIOMED, Inc. 2000 Stock Incentive Plan. The option will become exercisable as follows: 30% will become exercisable on each of 6/25/04 and 6/25/05 and an additional 40% will become exercisable on 6/25/06.
(6) Grant to reporting person of option to buy 50,000 shares of Common Stock under the ABIOMED, Inc. 2000 Stock Incentive Plan. The option will become exercisable in annual 25% increments, commencing on the date shown in Table II, Column 6.
(7) The reporting person has imposed a four month restriction on the sale or transfer of these securities by the recipients of the gifts.

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