Mail Stop 6010


	October 26, 2006


Michael D. Dale
President and Chief Executive Officer
ATS Medical, Inc.
3905 Annapolis Lane, Suite 105
Minneapolis, Minnesota 55447

Re:	ATS Medical, Inc.
	Amendment No. 2 to Registration Statement on Form S-3
      Filed October 13, 2006
	File No. 333-129521

Dear Mr. Dale:

      We have limited our review of your filing to those issues we
have addressed in our comments.  Where indicated, we think you
should
revise your filings in response to these comments.  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.

General

1. Please update your prospectus to describe any payments or
penalties you have or may have to make to the holders of the notes
if
you have not met the applicable deadlines for the registration of
your securities set forth in the registration rights agreement
filed
as Exhibit 10.3 to your registration statement.

2. We note the revisions you have made in response to comment 2
from
our letter dated June 1, 2006.  As requested by comment 2 in our
letter dated December 2, 2005, and our subsequent letter dated
June
1, 2006, in each instance throughout your prospectus where you
refer
to the 6% Convertible Senior Notes due October 15, 2025, including
at
the top of the front outside cover page of your prospectus, please
also indicate that the notes are redeemable.  Also, please avoid
using two shortened titles for the same security like you do in
the
parenthetical on the prospectus cover.

Fee Table

3. We note your response to our prior comment 3.  That comment was
referring, however, to the additional payment in shares that may
be
made if you effect an automatic conversion of the notes prior to
October 15, 2008, as described under the heading "Additional
Payment
upon Conversion during the first Three Years" in the prospectus
summary.  Since there are no intervening preconditions to the
implementation of the automatic conversion, it appears that the
decision by the investors to acquire the shares in the automatic
conversion is made when the notes are purchased.  If so, the
offering
of the shares that could be issued in the event that the automatic
conversion is implemented commences with the offering of the
notes,
and you should revise your registration statement to include the
offer of all shares underlying the notes as part of your offer of
the
notes themselves.

Your warrants may be subject to resale limitations imposed by the
securities laws of some states, page 17

4. We note your response to prior comment 5.  However, it is
unclear
how you have provided investors all required information if you
have
not provided sufficiently specific information for investors to
know
when they are purchasing securities that they may not be able to
resell.  Therefore, we reissue the comment.  In addition, we note
that your current risk factor only refers to resales of the
warrants,
whereas your disclosure under "Plan of Distribution" continues to
indicate that "in some states the notes, warrants or shares of
common
stock may not be sold...."  Please reconcile.

If we do not receive shareholder approval, page 17

5. We note your response to prior comment 6.  Please update your
risk
factor as appropriate.

Risks Related to Uncertain Tax Consequences, page 18

6. We note the risk factor you have added in response to prior
comment 4.  Please expand your risk factor to briefly indicate the
material tax consequences that are uncertain and describe the
material risks that are presented to your investors as a result of
those uncertainties.  Also, it is unclear why you limit the risk
to
the tax consequences of the notes given, for example, your
disclosure
on page 36 regarding the uncertain tax consequences involving the
warrants.

Incorporation by Reference, page 45

7. Please note that you should not submit a request to accelerate
the
effective date of this registration statement until you have
included
all required information, including the financial information you
mention in the Current Report on 8-K filed October 5, 2006.  Refer
to
the Instructions to Item 9 of Current Report on Form 8-K.

* * *

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment 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 amendment and
responses
to our comments.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      Please contact Tim Buchmiller at (202) 551-3635 or me at
(202)
551-3617 with any questions regarding our comments.

	Sincerely,



	Russell Mancuso
	Branch Chief


cc:	Timothy S. Hearn, Esq. (via fax)
	Theodore C. Cadwell, Jr., Esq. (via fax)
Michael D. Dale
ATS Medical, Inc.
October 26, 2006
Page 3