UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT
     Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934


                         Date of Report: August 8, 2006
--------------------------------------------------------------------------------
                        (Date of earliest event reported)


                                  ABIOMED, Inc.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

          Delaware                                              04-2743260

(State or other Jurisdiction                                  (IRS Employer
      of Incorporation)                                   Identification Number)

                                     0-20584

                            (Commission File Number)

                              22 Cherry Hill Drive
                                Danvers, MA 01923
          (Address of Principal Executive Offices, including Zip Code)

                                 (978) 777-5410
              (Registrant's Telephone Number, including Area Code)

                                 Not Applicable
          (Former Name or Former Address, if Changed Since Last Report)


Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c)



Item 2.02       Results of Operations and Financial Condition.

     On August 8, 2006 we issued a press release reporting our financial results
for our fiscal quarter ended June 30, 2006. A copy of the press release is set
forth as exhibit 99.01 and is incorporated herein by reference. The information
contained in this report shall not be deemed "filed" for purposes of Section 18
of the Securities Exchange Act of 1934 or otherwise subject to the liabilities
of that Section, nor shall it be deemed incorporated by reference in any filing
under the Securities Act of 1933 or the Securities Act of 1934, whether made
before or after the date hereof and regardless of any general incorporation
language in such filing, except as expressly set forth by specific reference in
such filing.


Item 9.01       Financial Statements and Exhibits

       (d) Exhibits

        99.01           Press release dated August 8, 2006.









                                   SIGNATURES


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

                                                  ABIOMED, Inc.



                                                  By:  /s/ Daniel J. Sutherby
                                                       -------------------------
                                                       Daniel J. Sutherby
                                                       Chief Financial Officer



Date: August 8, 2006














                                  Exhibit Index



Exhibit Number          Description
--------------          -----------

   99.01                Press release dated August 8, 2006.