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: February 5, 2007
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                        (Date of earliest event reported)

                                  ABIOMED, Inc.
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             (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)

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Item 2.02   Results of Operations and Financial Condition.

On February 5, 2007 we issued a press release reporting our financial results
for our fiscal quarter ended December 31, 2006. A copy of the press release is
set forth as exhibit 99.1 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.
 Exhibit                                              Description
----------    ------------------------------------------------------------------
99.1          Press release dated February 5, 2007.




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                                   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:  February 5, 2007




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                                  Exhibit Index


Exhibit Number           Description
----------------         -------------------------------------------------------
     99.1                Press release dated February 5, 2007.