Mail Stop 6010
      January 10, 2006

VIA U.S. MAIL AND FACSIMILE (763)  553-0052

John R. Judd
Chief Financial Officer
ATS Medical, Inc.
3905 Annapolis Lane
Minneapolis, Minnesota  55447

      Re:	ATS Medical, Inc.
		Form 10-K for the year ended December 31, 2004
      Filed March 14, 2005
		File No. 000-18602

Dear Mr. Judd:

      We have reviewed your response dated December 22, 2005 and
related filings and have the following comment. Where indicated,
we
think you should revise future filings in response to this
comment.
If you disagree, we will consider your explanation as to why our
comment is inapplicable or a revision is unnecessary.  Please be
as
detailed as necessary in your explanation.  In some of our
comments,
we may ask you to provide us with information so we may better
understand your disclosure.  After reviewing this information, we
may
raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.



Form 10-K for the year ended December 31, 2004

Results of Operations, page 16

Cost of Goods Sold, page 17

1. We note your response to prior comment one in our letter dated
December 2, 2005.  We note that you do not believe that there will
be
any markets where the selling price of your valves will be less
than
the carrying value of your inventory and, therefore, the risk of
further lower-of-cost-or-market write-downs is effectively
eliminated.  However, we do not see where you have addressed the
requirements of Item 10(e) of Regulation S-K which prohibits
adjusting a Non-GAAP financial measure to eliminate or smooth
items
identified as non-recurring, infrequent or unusual, when the
nature
of the charge is such that it is reasonable likely to recur within
two years or there was a similar charge within the prior two
years.
We note that you recognized inventory impairment charges of
$819,000
and $4.4 million in fiscal years 2004 and 2003, respectively.
Please
remove this non-GAAP measure from future filings.

      As appropriate, please respond to these comments within 10
business days or tell us when you will provide us with a response.
Please furnish a cover letter with your response that keys your
responses to our comments and provides any requested information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
responses to our comments.

	You may contact Kristin Lochhead at (202) 551-3664 or me at
(202) 551-3676 if you have questions.  In this regard, please do
not
hesitate to contact Martin James, Senior Assistant Chief
Accountant,
at (202) 551-3671 with any other questions.


      Sincerely,



      Brian Cascio
      Accounting Branch Chief

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John R. Judd
ATS Medical, Inc.
January 10, 2006
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