SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549
                               ------------------

                                    FORM 6-K

                        REPORT OF FOREIGN PRIVATE ISSUER

                    Pursuant to Rule 13a-16 or 15d-16 of the
                         Securities Exchange Act of 1934


                         For the month of: November 2004

                        Commission File Number: 000-28882

                             World Heart Corporation
               (Exact name of registrant as specified in charter)

                                       N/A
                 (Translation of registrant's name into English)

                                     Ontario
                         (Jurisdiction of organization)

                     1 Laser Street, Ottawa, Ontario K2E 7V1
                    (Address of principal executive offices)

          Registrant's telephone number: (613) 226-4278



          Indicate by check mark whether the registrant files or will file
          annual reports under cover of Form 20-F or Form 40-F.

                         Form 20-F                Form 40-F   X
                                   -----                    -----


          Indicate by check mark whether by furnishing the information contained
          in this Form, the registrant is also thereby furnishing the
          information to the Commission pursuant to Rule 12g3-2(b) under the
          Securities Exchange Act of 1934.

                              Yes                       No    X
                                   -----                    -----

          If "Yes" is marked, indicate below the file number assigned to the
          registrant in connection with Rule 12g3-2(b): 82- ________


<PAGE>


This Form 6-K consists of the following:

1.   Message to shareholders of World Heart Corporation (the "Company") in
     connection with the Company's financial statements and Management's
     Discussion and Analysis of Financial Condition and Results of Operations of
     the Company, in each case for the three and nine month periods ended
     September 30, 2004.

2.   Financial statements (unaudited) of the Company for the three and nine
     month periods ended September 30, 2004.

3.   Management's Discussion and Analysis of Financial Condition and Results of
     Operations of the Company for the three and nine month periods ended
     September 30, 2004.

4.   Form 52-109FT2 (Certification of Interim Filings during Transition Period)
     of President and Chief Executive Officer of the Company, and Vice
     President, Finance and Chief Financial Officer of the Company,
     respectively, as filed with Canadian securities regulators.

The information contained in this Report is incorporated by reference into
Registration Statement No. 333-109876 on Form F-3, Registration Statement No.
333-111512 on Form F-3 and Registration Statement No. 333-119750 on Form F-3.


<PAGE>

                                                                          ITEM 1


                             MESSAGE TO SHAREHOLDERS


As President and Chief Executive Officer of World Heart Corporation
("WorldHeart"), I am committed to building a commercially successful company
where our business excellence will match our already established technical
excellence.

We believe that our RELIANT (Randomized Evaluation of the Novacor(R) LVAS In A
Non-Transplant Population) Trial in the United States ("U.S.") will prove to be
a landmark study for the long-term use of ventricular assist devices ("VAD").
RELIANT will add significant knowledge regarding VAD use for destination therapy
and will continue to garner enthusiasm and momentum with surgeons, clinicians
and patients. We also continue to believe that our Novacor LVAS is the
best-suited current VAD for the destination therapy market, which we expect will
be demonstrated in RELIANT.

WorldHeart ended the third quarter of 2004 with seven centers enrolled in
RELIANT, five of which were recruited during the quarter. The quarter also saw
the commencement of patient enrollment. The University of Maryland Medical
Center became the first center to perform an implant under the Trial, recently
followed by Sacred Heart in Spokane, Washington, which is one of the largest
hospitals in the Northwest.

In addition, Dr. Bartley P. Griffith from the University of Maryland Medical
Center and Dr. James B. Young from The Cleveland Clinic Foundation were recently
appointed as Co-Executives for the RELIANT Trial Clinical Executive Committee.
These distinguished leaders will provide the leadership and clinical management
of the trial by interfacing with clinical colleagues to ensure participation,
use of best practices, and its overall success. Their influence within the
ventricular assist device industry will have a considerable impact on the timely
completion of this trial and its significance for the development of this
critical life-saving therapy. During this quarter, we also received the U.S.
Food and Drug Administration's ("FDA") unconditional approval of the
Investigational Device Exemption Supplement for the RELIANT Trial as well as the
FDA approval for labeling that reflects the clinically demonstrated reliability
and durability of the Novacor LVAS.

We are encouraged by the recent U.S. reimbursement increase of approximately 30%
to 40% by the Centers for Medicare and Medicaid Services for Novacor LVAS
implants in the U.S. under both the RELIANT Trial and bridge to transplantation
indication. We believe this more favorable reimbursement environment will
accelerate the enrollment of Centers into RELIANT. In Europe, where the Novacor
LVAS has unrestricted approval for use as a bridge to transplantation, an
alternative to transplantation and to support patients who may have an ability
to recover the use of their natural heart, we continue to see excellent
long-term results. Our German patient, for example, is the current record holder
for the longest support by a single implanted LVAD, four and a half years.

<PAGE>



In addition, Dr. Piet Jansen was appointed as Managing Director of our European
operations during the third quarter. Dr. Jansen's clinical experience in
mechanical circulatory support, established relationships with leading cardiac
clinicians and depth of knowledge and experience in this field position him well
to lead our European operations to expand the use of Novacor LVAS in the
European Community.

We have an excellent technology and foundation. The Novacor LVAS continues to
demonstrate its strength as a global therapy for long-term use. I thank you for
your support and look forward to sharing WorldHeart's future successes with you.

Yours truly,



/s/ Jal S. Jassawalla
Jal S. Jassawalla
President and Chief Executive Officer

<PAGE>


                                                                          ITEM 2








                             WORLD HEART CORPORATION


                   Unaudited Consolidated Financial Statements
          For the three and nine month periods ended September 30, 2004


<PAGE>




WORLD HEART CORPORATION
Consolidated Balance Sheets
(United States Dollars)

<TABLE>
<CAPTION>
------------------------------------------------------------------------------- -----------------
                                                               September 30,      December 31,
                                                                        2004              2003
------------------------------------------------------------------------------- -----------------
                                                                 (unaudited)
ASSETS
<S>                                                                   <C>                 <C>
Current assets
   Cash and cash equivalents                                $     12,713,847  $      6,337,677
   Short-term investments                                                  -        11,720,510
   Trade and other receivables                                     4,062,196         3,894,911
   Prepaid expenses                                                  634,699           614,222
   Inventory (note 3)                                              8,194,656         5,902,866
                                                          ---------------------------------------
                                                                  25,605,398        28,470,186
Long-term receivable                                                 300,647                 -
Cash pledged as collateral for lease                                 750,000           527,997
Capital assets                                                     2,378,337         3,041,657
Goodwill                                                          17,179,643        17,179,643
Intangible assets                                                    382,525           879,118
Other assets                                                               -            81,468
                                                          ---------------------------------------

                                                            $     46,596,550  $     50,180,069
                                                          ---------------------------------------
</TABLE>

<TABLE>
<CAPTION>
LIABILITIES AND SHAREHOLDERS' EQUITY

<S>                                                                   <C>              <C>
Current liabilities
   Accounts payable and accrued liabilities                  $     4,677,853   $     8,214,090
   Accrued compensation                                            1,078,384         1,748,364
   Deferred revenue                                                  986,762           176,573
                                                          ------------------------------------------
                                                                   6,742,999        10,139,027
Convertible debentures (note 4)                                    1,845,984                -
Long-term obligation                                                  21,796                -
                                                          ------------------------------------------
                                                                   8,610,779        10,139,027
                                                          ------------------------------------------
Shareholders' equity
   Common shares                                                  87,027,058       184,868,488
     Issued and outstanding - 15,744,522 common shares
      (December 31, 2003 - 15,023,689 common shares)
   Contributed surplus                                            22,431,643         4,893,750
   Cumulative translation adjustment                               2,910,988         2,910,988
   Accumulated deficit                                          (174,383,918)     (152,632,184)
                                                          ------------------------------------------
                                                                  37,985,771        40,041,042
                                                          ------------------------------------------

                                                             $    46,596,550  $     50,180,069
----------------------------------------------------------------------------------------------------

          (The accompanying notes are an integral part of these consolidated financial statements.)
</TABLE>


<PAGE>



WORLD HEART CORPORATION
Consolidated Statements of Operations and Accumulated Deficit
(United States Dollars)

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------------------
                                                             Three months ended                      Nine months ended
                                                    September 30,         September 30,      September 30,        September 30,
                                                             2004                  2003               2004                 2003
---------------------------------------------------------------------------------------------------------------------------------
                                                     (unaudited)           (unaudited)         (unaudited)         (unaudited)

<S>                                                    <C>                      <C>                 <C>                 <C>

Revenue                                            $      2,250,050      $    2,050,095    $     6,588,781      $     6,088,677
Cost of goods sold                                       (1,805,515)         (1,670,907)        (4,685,677)          (4,921,055)
                                                  ------------------------------------------------------------------------------
Gross margin                                                444,535             379,188          1,903,104            1,167,622
                                                  --------------------------------------------------------------------------------

Expenses
   Selling, general and administrative                   (3,246,213)         (1,826,157)       (10,084,015)          (5,256,987)
   Research and development                              (1,585,102)         (2,281,934)        (4,615,505)          (8,393,674)
   Non-cash share-based compensation costs                 (476,090)                  -         (1,693,573)                   -
   Restructuring costs                                   (1,176,445)         (2,078,748)        (1,176,445)          (2,078,748)
   Amortization of intangibles                             (129,166)           (114,245)          (387,498)          (2,587,311)
                                                  -------------------------------------------------------------------------------
                                                         (6,613,016)         (6,301,084)       (17,957,036)         (18,316,720)
                                                  -------------------------------------------------------------------------------

Loss before the undernoted                               (6,168,481)         (5,921,896)       (16,053,932)         (17,149,098)

Other income (expenses)
   Foreign exchange gain (loss)                             (10,882)             26,834           (378,787)            (927,989)
   Investment income                                         10,778               7,187            135,462               21,137
   Loss on disposal of capital assets                       (44,024)                  -            (44,024)             (27,148)
   Interest expense and financing costs                    (111,995)         (3,237,257)          (113,201)          (8,181,914)
                                                  -------------------------------------------------------------------------------

Net loss for the period                                  (6,324,604)         (9,125,132)       (16,454,482)         (26,265,012)

Accumulated deficit, beginning of the period           (168,059,314)       (135,981,424)      (152,632,184)        (118,841,544)

Share-based compensation adjustment                               -                   -         (5,297,252)                   -
                                                  -------------------------------------------------------------------------------

Accumulated deficit, end of the period             $   (174,383,918)    $  (145,106,556)  $   (174,383,918)  $     (145,106,556)
                                                  -------------------------------------------------------------------------------

Weighted average number of common shares
outstanding                                              15,355,573           4,125,662         15,249,176            3,408,324
                                                  -------------------------------------------------------------------------------
Basic and diluted loss per common share            $          (0.41)    $         (2.21)  $          (1.08)  $            (7.71)
---------------------------------------------------------------------------------------------------------------------------------

                    (The accompanying notes are an integral part of these consolidated financial statements.)
</TABLE>


<PAGE>


WORLD HEART CORPORATION
Consolidated Statements of Operations and Accumulated Deficit
(United States Dollars)

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------------------
                                                               Three months ended                      Nine months ended
                                                       September 30,        September 30,       September 30,     September 30,
                                                               2004                  2003                2004              2003
--------------------------------------------------- ------------------- ------------------- ------------------- -----------------
<S>                                                         <C>                 <C>                 <C>                 <C>
                                                         (unaudited)         (unaudited)        (unaudited)        (unaudited)

CASH FLOWS FROM (USED IN)


Operating activities
  Net loss for the period                             $     (6,324,604)  $      (9,125,132)  $     (16,454,482)  $   (26,265,012)
  Items not involving cash -
     Amortization                                              366,107             321,247           1,038,015         3,204,761
     Loss on disposal of capital assets                         44,024                   -              44,024            27,148
     Write down of capital and intangible assets               342,460                   -             342,460                 -
     Issuance of options and warrants for services
        and financing costs                                          -           1,049,226              81,466         2,486,232
     Share-based compensation                                  476,090                   -           1,693,573                 -
     Interest on preferred shares and debt                     111,634           1,200,522             111,634         3,898,291
     Unrealized foreign exchange loss (gain)                    46,036             (17,447)            233,282         1,189,449
  Change in operating components of working                   (516,494)         (2,114,142)         (6,162,465)       (1,349,274)
  capital
                                                    -----------------------------------------------------------------------------
                                                            (5,454,747)         (8,685,726)        (19,072,493)      (16,808,405)
                                                    -----------------------------------------------------------------------------
Investing activities
  Redemption of short-term investments                               -                   -          11,504,032                 -
  Purchase of capital assets                                  (143,523)            (16,814)           (297,685)         (125,925)
  Cash pledged as collateral for lease                               -              54,617            (222,003)          222,003
                                                    -----------------------------------------------------------------------------
                                                              (143,523)             37,803          10,984,344            96,078
                                                    -----------------------------------------------------------------------------
Financing activities
  Capital lease repayments                                           -                   -                   -           (40,460)
  Repayment of short-term loan                                       -                   -                   -        (1,308,558)
  Senior and subordinated loan proceeds                              -                   -                   -         6,542,790
  Repayment of senior and subordinated loan                          -          (7,367,568)                  -        (7,367,568)
  Convertible debenture proceeds                            13,318,750             856,837          13,318,750           856,837
  Repayment of convertible debenture                                 -            (884,108)                  -          (884,108)
  Bridge loan proceeds                                               -             767,771                   -           767,771
  Repayment of bridge loan                                           -            (775,068)                  -          (775,068)
  Common shares issued through exercise of warrants                  -                   -           1,499,404                 -
  Issuance of common shares through private placement                -          46,536,954                   -        48,453,282
  Funds received on the exercise of warrants                         -                   -                   -         1,088,435
  Payment of expenses relating to convertible
     debentures                                               (378,163)                  -            (378,163)                -
  Payment of expenses on the exercise of warrants                    -             (12,014)                  -           (33,618)
  Payment of expenses related to the issuance of
     common shares                                                   -          (4,394,874)                  -        (4,640,362)
                                                    -----------------------------------------------------------------------------
                                                            12,940,587          34,727,930          14,439,991        42,659,373
                                                    -----------------------------------------------------------------------------

Effect of exchange rate changes on cash and cash
equivalents                                                     98,677              (9,862)             24,328            (3,382)
                                                    -----------------------------------------------------------------------------

Change in cash and cash equivalents for the period           7,440,994          26,070,145           6,376,170        25,943,664

Cash and cash equivalents, beginning of the period           5,272,853              30,835           6,337,677           157,316
                                                    -----------------------------------------------------------------------------
Cash and cash equivalents, end of the period        $       12,713,847   $      26,100,980   $      12,713,847   $    26,100,980
---------------------------------------------------------------------------------------------------------------------------------

          (The accompanying notes are an integral part of these consolidated financial statements.)
</TABLE>

<PAGE>


WORLD HEART CORPORATION
Notes to the Unaudited Consolidated Financial Statements
--------------------------------------------------------------------------------


1.   Going Concern Assumption

These financial statements have been prepared on the basis of accounting
principles applicable to a going concern, which assume that World Heart
Corporation (the "Corporation" or "WorldHeart") will continue in operation for
the foreseeable future and will be able to realize its assets and discharge its
liabilities in the normal course of operations.

The use of these principles may not be appropriate because, as at September 30,
2004, there was substantial doubt that the Corporation would be able to continue
as a going concern. The Corporation's ability to continue as a going concern is
dependent upon its ability to become commercially successful and to obtain
additional financing if needed. While the Corporation raised $13,318,750 on
September 15, 2004, through the issuance of convertible debentures and warrants,
and is currently pursuing various options to reduce ongoing business expenses
and improve commercial operations, there can be no assurance that the
Corporation will be successful and will sustain operations for the foreseeable
future.

These financial statements do not reflect adjustments to the carrying values of
assets and liabilities, the reported revenues and expenses, and the balance
sheet classifications used that would be necessary if the going concern
assumption were not appropriate. Such adjustments could be material.

2.   Significant Accounting Policies

(a)  Basis of presentation
     ---------------------

The accompanying interim unaudited consolidated financial statements have been
prepared by management in accordance with Canadian generally accepted accounting
principles ("GAAP"). These interim unaudited consolidated financial statements
follow the same accounting policies and methods of their application as the
Corporation's audited consolidated financial statements for the year ended
December 31, 2003, except for the Corporation's policies for stock-based
compensation described in Note 6. These interim unaudited consolidated financial
statements do not conform in all respects to the requirements of GAAP for annual
financial statements. They include all assets, liabilities, revenues and
expenses of the Corporation and its subsidiaries. These condensed notes to the
interim unaudited consolidated financial statements should be read in
conjunction with the audited consolidated financial statements and notes for the
year ended December 31, 2003.

The preparation of these unaudited consolidated financial statements in
conformity with GAAP requires management to make estimates and assumptions that
affect the amounts reported in the unaudited consolidated financial statements
and the accompanying notes. Actual results could differ from these estimates and
the operating results for the interim periods presented are not necessarily
indicative of the results expected for the full year. In the opinion of
management, these unaudited consolidated financial statements reflect all normal
and recurring adjustments considered necessary to state fairly the results for
the periods presented.

<PAGE>


WORLD HEART CORPORATION
Notes to the Unaudited Consolidated Financial Statements
--------------------------------------------------------------------------------


(b)  Change in functional and reporting currency
     -------------------------------------------

Effective January 1, 2004, the functional currency of the Corporation was
changed from the Canadian to the U.S. dollar. In general, this change resulted
from the Corporation's restructuring and issuance of common shares and warrants
that occurred in the year ended December 31, 2003 along with a gradual increase
in the overall proportion of business activities conducted in U.S. dollars.
Concurrent with this change in functional currency, the Corporation adopted the
U.S. dollar as its reporting currency.

Under Canadian GAAP, the change was effected for periods where the reporting
currency, which is now the U.S. dollar, differed from the functional currency,
which was the Canadian dollar until December 31, 2003, by translating assets and
liabilities at the U.S./Canadian dollar foreign exchange spot rate. Income and
expense items for those periods were translated at the average rate for each
period and equity transactions have been translated at historic rates. The
resulting net translation adjustment has been credited to the cumulative
translation account.

Effective January 1, 2004, the reporting currency and the functional currency
were both the U.S. dollar. As a result, monetary assets and liabilities
denominated in foreign currencies are translated into U.S. dollars at exchange
rates prevailing at the balance sheet date. Non-monetary items and any related
amortization of such items are translated at the rates of exchange in effect
when the assets are acquired or obligations incurred. All other income and
expense items are translated at average exchange rates prevailing during the
period. Exchange gains and losses are included in results of operations for the
period.

(c)  Revenue recognition
     -------------------

Revenue from product sales is recognized when all of the following criteria are
met: persuasive evidence of an agreement exists; delivery has occurred or
services have been rendered; the price is fixed and determinable; and collection
is reasonably assured. The Corporation also rents certain in-hospital equipment
to customers. Rental income is included in revenue when earned. The Corporation
provides for returns based on prior experience.

For multiple element offerings the Corporation allocates the proceeds to the
elements based on their relative fair values. Each element is recognized when
the product is delivered or services rendered.

In certain circumstances, the Corporation provides customers with deferred
payment terms. In general, the Corporation transfers future payments under these
contracts to third-party financing institutions on a non-recourse basis. In
situations where the Corporation assumes the responsibility for interest
payments, revenue is recorded net of the present value of the committed future
interest cost. The transfer of the related accounts receivable is recorded when
control of the receivable is surrendered.

Certain products are covered by a limited warranty. Warranty costs are based on
historical experience and estimated and recorded when the related sales are
recognized. Any additional costs are recorded when incurred or when they can
reasonably be estimated.

<PAGE>


WORLD HEART CORPORATION
Notes to the Unaudited Consolidated Financial Statements
--------------------------------------------------------------------------------

3.   Inventory

--------------------------------------------------------------------------------
                                     September 30,                 December 31,
                                              2004                         2003
                                       (unaudited)
--------------------------------------------------------------------------------
Raw materials             $             2,311,669          $           1,076,551
Work in progress                        3,111,959                      1,764,925
Finished goods                          2,771,028                      3,061,390
                          ------------------------------------------------------
                          $             8,194,656          $           5,902,866
--------------------------------------------------------------------------------

Included in finished goods inventory is $384,184 (December 31, 2003 - $Nil) of
inventory consigned to others.

4.   Convertible Debentures

On September 15, 2004, the Corporation issued unsecured convertible debentures
("Debentures") and warrants ("Warrants") for gross proceeds of $13,318,750. The
Debentures, which become due on September 15, 2009, are convertible at any time
at the holders' option into common shares of the Corporation at a price of $1.25
per share and accumulate non-compounding interest at an annual rate of 3%.
Interest is convertible at any time into common shares of the Corporation at a
price determined based on the five day weighted average trading price
immediately prior to conversion. The Corporation can redeem the Debentures where
the trading price of the Corporation's common shares is greater than $3.00 for
twenty consecutive trading days, subject to a maximum of 20% of the initially
issued Debentures in any ninety-day period. In addition, Warrants to purchase
10,655,000 common shares of the Corporation at an exercise price of $1.55 per
share and exercisable for a period of five years were issued to the Debenture
holders. The Corporation can call the Warrants where the trading price of the
Corporation's common shares is greater than $4.50 for twenty consecutive trading
days, subject to a maximum of 20% of the initially issued Warrants in any
ninety-day period.

The Corporation issued to its agents 470,833 common shares of the Corporation
and granted agent's warrants exercisable for 193,800 common shares of the
Corporation having the same terms as the Warrants.

The Debentures and Warrants, which have been recorded net of issue costs of
$1,217,082, have been accounted for in accordance with their substance and are
presented in the financial statements in their debt and equity components,
measured at their respective fair values at the time of issue. The debt
component has been calculated as the present value of future cash flows. The
equity component is shown as contributed surplus and consists of the value of
the Warrants and the conversion feature component of the Debentures. Interest is
accrued ratably on the Debentures up to a maturity value of $15,316,563 on
September 15, 2009.

<PAGE>

WORLD HEART CORPORATION
Notes to the Unaudited Consolidated Financial Statements
--------------------------------------------------------------------------------

5.   Edwards Lifesciences Agreements

In conjunction with Edwards Lifesciences LLC's ("Edwards") investment in the
Corporation and the Corporation's acquisition of the Novacor division from
Edwards, the Corporation entered into a distribution agreement (the
"Distribution Agreement") whereby Edwards was the sole distributor, except in
the United States, of the Corporation's heart assist products for a period of
five years commencing July 1, 2000. On December 31, 2003, the Distribution
Agreement was amended to reflect Edwards as sole distributor in Japan only. Also
on December 31, 2003, the Corporation entered into a transition agreement to
acquire certain inventory and capital assets from Edwards. Edwards agreed to
provide administrative services relating to distribution activities on an
interim basis.

At September 30, 2004, the Corporation had amounts owing to Edwards totaling
$136,480 (December 31, 2003 - $2,859,591) and amounts receivable from Edwards
totaling $108,723 (December 31, 2003 - $1,349,727).

6.   Stock-based Compensation

The CICA Accounting Standards Board amended CICA Handbook Section 3870 -
"Stock-based Compensation and Other Stock-based Payments" ("CICA 3870") to
require entities to account for employee stock options using the fair value
based method. Under the fair value based method, compensation cost is measured
at fair value at the date of grant and is expensed over the award's vesting
period. In accordance with one of the transitional options permitted under
amended CICA 3870, the Corporation has determined the value of previously issued
options using the fair value based method and has adjusted the opening
contributed surplus and accumulated deficit at January 1, 2004 for the amounts
determined under that method that were previously not expensed. The effect of
the retroactive adjustment at January 1, 2004 increased contributed surplus and
accumulated deficit by $5,297,252.

Also under these new recommendations, where the fair value based method of
accounting has not been used to account for employee stock options, companies
are required to disclose pro forma net income and pro forma earnings per share,
as if the fair value based method of accounting had been used to account for
these stock based awards. The estimated share-based compensation costs based on
stock options granted to directors and employees and the pro forma net loss and
loss per share are as follows:

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------
                                                                   Three months ended            Nine months ended
                                                                        September 30,                September 30,
                                                                                 2003                         2003
                                                                          (unaudited)                  (unaudited)
-------------------------------------------------------------------------------------------------------------------
<S>                                                                        <C>                           <C>
Net loss for the period                                 $                 (9,125,132)  $              (26,265,012)
Share-based compensation costs                                              (389,148)                  (1,207,784)
                                                        -----------------------------------------------------------
Adjusted pro forma net loss                             $                 (9,514,280)  $              (27,472,796)
                                                        -----------------------------------------------------------
Reported basic and diluted loss per share               $                      (2.21)  $                    (7.71)
Share-based compensation costs per share                                       (0.09)                       (0.35)
                                                        -----------------------------------------------------------
Pro forma basic and diluted loss per share              $                      (2.30)  $                    (8.06)
-------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

WORLD HEART CORPORATION
Notes to the Unaudited Consolidated Financial Statements
--------------------------------------------------------------------------------

The weighted average fair value of the options issued during the nine months
ended September 30, 2004 was $4.79 (2003 - $6.38). On September 23, 2004, the
Corporation conditionally granted, subject to shareholder approval, 2,383,725
options to employees, officers, directors, and consultants. The options have an
exercise price of $1.12 or Cdn. $1.43, vest one third on each of the first,
second and third anniversaries of the date of grant and expire on September 22,
2013.



The fair values of options granted are determined using the Black-Scholes model.
For the nine months ended September 30, 2004 and 2003, the following weighted
average assumptions were utilized:



--------------------------------------------------------------------------------
                                       Nine months ended       Nine months ended
                                           September 30,           September 30,
                                                    2004                    2003
--------------------------------------------------------------------------------
Expected option life, in years                         6                       6
Volatility                                           73%                     75%
Risk free interest rate                            4.00%                   3.65%
Dividend yield                                      Nil                      Nil
--------------------------------------------------------------------------------

7.   Restructuring

On August 25, 2004, the Corporation approved a plan to consolidate its Ottawa,
Ontario operations into its facilities in Oakland, California where the Novacor
LVAS is manufactured. The consolidation of the North American operations into
one location is expected to reduce ongoing business expenses and improve the
Corporation's operational efficiency and effectiveness. The Corporation expects
to incur total restructuring charges of approximately $2,350,000 comprised of
employee severance and termination costs of approximately $1,340,000, write down
of capital assets of approximately $340,000 to their net realizable value, lease
termination costs of approximately $450,000, and other miscellaneous costs
totaling approximately $220,000. The restructuring is expected to be completed
by the end March 2005.

Total restructuring costs, for the period ended September 30, 2004, amounted to
$1,176,445. Comprised of employee severance and termination costs of $828,199,
write down of capital assets of $341,684, and other miscellaneous costs totaling
$6,562. As of September 30, 2004, $631,855 of the restructuring charges incurred
to date was paid. $14,562 is included in accounts payable and accrued
liabilities and $188,344 is included in accrued compensation.

During the year ended December 31, 2003, the Corporation restructured its
worldwide distribution to increase the emphasis on direct sales and marketing.
It also refocused its efforts to reduce manufacturing costs associated with the
Novacor LVAS and to reduce the rate of expenditure associated with its
next-generation VAD program. Out of the total restructuring costs incurred for
the year ended December 31, 2003 of $3,494,676, employee severance and
termination costs of $115,951 remained to be paid as at September 30, 2004
compared to accounts payable, accrued liabilities and accrued compensation of
$1,320,242, for restructuring costs, at December 31, 2003. The Corporation has
not made any adjustments or incurred any additional restructuring costs
associated with these restructuring activities for the nine months ended
September 30, 2004. The Corporation does not anticipate incurring any additional
costs relating to the 2003 restructuring activities.

<PAGE>

WORLD HEART CORPORATION
Notes to the Unaudited Consolidated Financial Statements
--------------------------------------------------------------------------------

8.   Segmented Information

Operating segments are defined as components of an enterprise about which
separate financial information is available that is evaluated regularly by the
Corporation's chief decision maker in deciding how to allocate resources and
assess performance. The Corporation's chief decision maker is the Chief
Executive Officer.

On September 23, 2003, the Corporation realigned its business operations to
focus on commercial operations and to reduce research and development costs.
Research and development efforts were refocused to concentrate on developing
future products that will evolve from current commercialized technologies and
products into next generation technologies and marketable products. Accordingly,
the Corporation is no longer organized by multiple operating segments for the
purpose of making operating decisions or assessing performance and, as a result,
the Corporation operates in one reportable segment.

<PAGE>
                                                                          ITEM 3

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
-------------------------------------------------
CONDITION AND RESULTS OF OPERATIONS
-----------------------------------

INTRODUCTION

World Heart Corporation and its subsidiaries are collectively referred to as
"WorldHeart" or the "Corporation". The following Management Discussion and
Analysis of Financial Condition and Results of Operations ("MD&A") was prepared
by management as of October 26, 2004, and is an update of management's
discussion and analysis for the year ended December 31, 2003, and includes a
discussion of the results of operations and cash flows for the three and nine
months ended September 30, 2004. Such discussion and comments on the liquidity
and capital resources of the Corporation should be read in conjunction with the
information contained in the consolidated financial statements for the year
ended December 31, 2003 and related notes to the consolidated financial
statements of the Corporation. In this discussion, all amounts are in United
States ("U.S.") dollars unless otherwise stated.

The discussion and comments contained hereunder include both historical
information and forward-looking information. The forward-looking information,
which generally is information stated to be anticipated, expected, or projected
by the Corporation, involves known and unknown risks, uncertainties and other
factors that may cause the actual results and performance of the Corporation to
be materially different from any future results and performance expressed or
implied by such forward-looking information. Potential risks and uncertainties
include, without limitation, the uncertainties inherent in the development of
new products for use in the human body, the Corporation's need for significant
additional funding, the Corporation's need to establish reimbursement mechanisms
and product acceptance from third-party payers, extensive government regulation
of the Corporation's products, and rapid developments in technology, including
developments by competitors.

OVERVIEW

WorldHeart is a global medical device company currently focused on the
development and commercialization of implantable pulsatile ventricular assist
devices ("VADs"), which are mechanical pumps that allow for the restoration of
normal blood circulation to patients suffering from late-stage congestive heart
failure. WorldHeart is headquartered in Ottawa, Ontario, Canada and has
facilities in Oakland, California, United States and Heesch, Netherlands.
WorldHeart currently derives substantially all of its revenue from its
Novacor(R) LVAS (left ventricular assist system) and related peripheral
equipment.

WorldHeart manufactures and distributes the Novacor LVAS. Through December 2003,
the Corporation sold its Novacor products directly to medical clinics and
hospitals in the United States and indirectly, through Edwards Lifesciences LLC
("Edwards") in the rest of the world. The Corporation assumed direct sales
responsibilities worldwide on December 31, 2003 with the exception of Japan.

During the third quarter of 2004, the Corporation raised gross proceeds of
approximately $13.3 million through the issuance of convertible debentures and
warrants and began enacting a plan to consolidate its Ottawa, Ontario operations
into its Oakland, California operations where the Novacor LVAS is manufactured.
The consolidation of the North American operations into one location is expected
to reduce ongoing business expenses and improve the Corporation's focus on
commercial operations.

<PAGE>



RESULTS OF OPERATIONS FOR THE THREE MONTH PERIOD ENDED
SEPTEMBER 30, 2004 COMPARED TO THE THREE MONTH PERIOD ENDED SEPTEMBER 30, 2003

All financial information is prepared in accordance with Canadian generally
accepted accounting principles ("GAAP") and is stated in U.S. dollars. Effective
January 1, 2004, the functional currency of the Corporation changed from the
Canadian to the U.S. dollar. In general, this change resulted from the
Corporation's restructuring and issuance of common shares and warrants that
occurred in the year ended December 31, 2003, along with a gradual increase in
the overall proportion of business activities conducted in U.S. dollars and with
the expectation that this trend will continue. Concurrent with this change in
functional currency, the Corporation adopted the U.S. dollar as its reporting
currency.


Consolidated results of operations

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------
                                            Three months ended     As a %    Three months ended     As a %
                                                 September 30,   of gross         September 30,   of gross
                                                          2004    revenue                  2003    revenue
-----------------------------------------------------------------------------------------------------------
<S>                                                    <C>            <C>             <C>              <C>
Revenue                                        $     2,250,050                  $     2,050,095

Cost of goods sold                                  (1,805,515)        80%           (1,670,907)        82%
                                        -------------------------------------------------------------------

Gross margin                                           444,535         20%              379,188         18%

Selling, general and administrative                 (3,246,213)                      (1,826,157)
Research and development                            (1,585,102)                      (2,281,934)
Non-cash share-based compensation costs               (476,090)                               -
Restructuring costs                                 (1,176,445)                      (2,078,748)
Amortization of intangibles                           (129,166)                        (114,245)
Foreign exchange gain (loss)                           (10,882)                          26,834
Investment income                                       10,778                            7,187
Loss on disposal of capital assets                     (44,024)                               -
Interest and financing expenses                       (111,995)                      (3,237,257)
                                        -------------------------------------------------------------------

Net loss                                       $    (6,324,604)                  $   (9,125,132)
-----------------------------------------------------------------------------------------------------------
</TABLE>

Revenue. The sale of Novacor LVAS Implant Kits and related peripheral equipment
and services accounts for substantially all of WorldHeart's revenues. WorldHeart
currently sells its products directly worldwide, except for Japan where the
Corporation sells to its distributor, Edwards. Prior to January 1, 2004,
WorldHeart sold its products directly in the United States and to its
distributor, Edwards, outside the United States.

<PAGE>


The composition of revenue is as follows:

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------
                                                                Three months ended      Three months ended
                                                                     September 30,           September 30,
                                                                              2004                    2003
                                                                            # of                    # of
                                                                 $          Units         $         Units
-----------------------------------------------------------------------------------------------------------
<S>                                                                <C>         <C>        <C>          <C>
Implant kits                                                    1,658,645       28      1,517,437       27
Peripherals and other                                             591,405                 532,658
                                                           ------------------------------------------------
Revenue                                                         2,250,050               2,050,095
-----------------------------------------------------------------------------------------------------------
</TABLE>


Revenue for the third quarter of 2004 increased to approximately $2.3 million
representing an increase of 10% over the same quarter in 2003. Novacor LVAS
Implant Kit revenue increased to approximately $1.7 million for the three months
ended September 30, 2004 compared to approximately $1.5 million for the three
months ended September 30, 2003 representing an increase of 9%. Implant kits
recognized as revenue in the third quarter of 2004 totaled 28 compared to 27 in
the third quarter of 2003 representing an increase of 4%. In the third quarter
of 2004, the earnings process was determined to be complete and revenue was
recognized on 5 of units that were shipped in previous quarters but were
deferred as revenue. Twelve units remain in deferred revenue at September 30,
2004 representing approximately $745,000 and will be recognized as the earnings
process is completed in future periods. The revenue per kit increased
substantially for sales outside of the United States and Japan due to the shift
to selling directly to medical centers rather than to a distributor.

Other revenues, including hardware and peripheral sales and services for the
third quarter of 2004, remained constant at 26% of total revenue as compared to
the third quarter of 2003.

Cost of goods sold. For the third quarter of 2004 the overall cost of sales was
80% of revenue as compared to 82% in the third quarter of 2003.

Despite continued efforts to improve per unit manufacturing costs, the
Corporation experienced significant production inefficiencies during the third
quarter of 2004 caused by supply shortages. This resulted in Novacor LVAS
production levels being significantly below plan and at higher per unit costs.
The Corporation expects the cost per unit to decrease as it addresses the supply
issues and increases production.

Gross margin in the third quarter of 2004 increased slightly to 20% of revenues
as compared to 18% of revenues in the third quarter of 2003, due in part to the
Corporation's shift to direct selling. Further improvement in gross margin
percentage is expected as costs per unit decrease from contract manufacturing of
some components and production volume increases.

<PAGE>

Selling, general and administrative. Selling, general and administrative
expenses consist primarily of payroll and related expenses for executives,
sales, marketing, accounting and administrative personnel, professional fees,
communication expenses, promotional activities, costs associated with meeting
multi-jurisdictional regulatory requirements, insurance premiums, and occupancy
and other general corporate expenses.

The composition of selling, general and administrative expenses is as follows:

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------
                                                Three months ended         Three months ended
                                                     September 30,              September 30,
                                                              2004                       2003
----------------------------------------------------------------------------------------------
<S>                                                      <C>                             <C>
Selling                                     $           1,608,229      $             502,416
General and administrative                              1,637,984                  1,323,741
                                   -----------------------------------------------------------

                                            $           3,246,213      $           1,826,157
----------------------------------------------------------------------------------------------
</TABLE>

Selling, general and administrative expenses for the third quarter of 2004
increased by $1.4 million or 78% from the same period in 2003. Selling and
marketing expenses increased in the third quarter of 2004, as compared to the
same quarter in 2003, as the Corporation assumed responsibility for its direct
sales in Europe and increased sales and marketing program expenditures in the
United States. The comparative sales and marketing expenses for the third
quarter of 2003 were constrained as a result of the Corporation's financial
position at that time. General and administrative expenses have also increased
with the expanded infrastructure required to support a broadened sales
responsibility and due to increases in communication expenses, professional
fees, insurance costs and multi-jurisdictional regulatory costs. The Corporation
anticipates a decrease in selling, general and administrative costs in the last
quarter of 2004 due to the consolidation of the North American operations.

Research and development. Research and development expenses consist principally
of payroll and related expenses for development staff, prototype manufacturing,
testing, and configuration of equipment expenses, trial expenses, and regulatory
affairs expenses.

Research and development costs in the third quarter of 2004 decreased by
approximately $697,000 or 31% compared to the third quarter of 2003. Gross
research and development expenditures excluding the impact of government
programs decreased by 44% to $1.6 million in the third quarter of 2004 compared
to $2.8 million in the third quarter of 2003.

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------
                                               Three months ended         Three months ended
                                                    September 30,              September 30,
                                                             2004                       2003
-------------------------------------------------------------------------------------------------
<S>                                             <C>                             <C>
Gross research and development expenses     $           1,585,102      $           2,839,173
Investment tax credits                                          -                   (557,239)
                                           ------------------------------------------------------

Net research and development expenses       $           1,585,102      $           2,281,934
-------------------------------------------------------------------------------------------------
</TABLE>

Lower research and development costs for the third quarter of 2004 compared to
the same period in 2003 reflect expense reductions associated with the merged
next-generation VAD development program and reduced pre-clinical and clinical
trial expenses. The cost reduction programs were completed in fiscal year 2003
and the expense reductions are being realized in 2004.

<PAGE>


The Corporation recorded a credit against research and development expense in
the quarter ended September 30, 2003 relating to a Canadian federal tax credit
program. The Corporation continues to review various tax credit programs but
only records a credit when collection of the claim is reasonably assured.

Non-cash share-based compensation costs. The Corporation adopted the provisions
of CICA Handbook Section 3870 - "Stock-based Compensation and Other Stock-based
Payments" ("CICA 3870") retroactively without restatement of prior periods. CICA
3870 requires entities to account for employee stock options using the fair
value based method. Under the fair value based method, compensation cost is
measured at fair value at the date of grant and is expensed over the award's
vesting period. The share-based compensation cost recorded in the third quarter
of 2004 was approximately $476,000. The comparative cost of approximately
$389,000 for the third quarter of 2003 is not shown in the financial statements.
The increase in costs resulted from the grant of a large number of stock options
in the fourth quarter of 2003. The pro forma effect of these costs on net loss
and basic loss per share is set out below:

--------------------------------------------------------------------------------
                                                              Three months ended
                                                              September 30, 2003
--------------------------------------------------------------------------------

Net loss for the period                                $             (9,125,132)
Non-cash share-based compensation costs                                (389,148)
                                                     ---------------------------

Adjusted net loss                                      $             (9,514,280)
                                                     ---------------------------
Reported loss per share                                $                  (2.21)
Share-based compensation costs per share                                  (0.09)
                                                     ---------------------------
Pro forma basic loss per share                         $                  (2.30)
--------------------------------------------------------------------------------

Share-based compensation costs are expected to increase upon approval by the
Corporation's shareholders of the approximately 2.4 million options granted on
September 23, 2004.

Restructuring costs. On August 25, 2004, the Corporation approved a plan to
consolidate its Ottawa, Ontario operations into its facilities in Oakland,
California where the Novacor LVAS is manufactured. The consolidation of the
North American operations into one location is expected to reduce ongoing
business expenses and improve the Corporation's operational efficiency and
effectiveness. Restructuring costs, for the third quarter of 2004 amounted to
approximately $1.2 million, comprised of employee severance and termination
costs of approximately $800,000 and a write down of capital assets and other
miscellaneous costs of approximately $400,000. The restructuring is expected to
be completed by the end of March 2005. The Corporation expects to incur total
restructuring charges of approximately $2.4 million comprised of employee
severance and termination costs of approximately $1.4 million, to write down
capital assets by approximately $340,000 to their net realizable value, and to
incur lease termination costs of approximately $450,000, and other miscellaneous
costs totaling approximately $220,000.

In the third quarter of 2003, the Corporation realigned its business operations
to focus on Novacor LVAS commercial operations and to reduce research and
development costs by merging its three next-generation VAD development programs.
As part of this initiative the Corporation eliminated 32 positions, which
amounted to a 24% reduction in headcount. Total restructuring costs to the end
of the third quarter of 2003 amounted to approximately $2.1 million. These
related to employee severance and termination costs of approximately $1.0
million, costs related to the buyout of a Novacor LVAS royalty agreement of
approximately $1.0 million and other

<PAGE>


miscellaneous costs. The royalty buy-out eliminated royalty payment obligations
going forward of 4% of Novacor LVAS sales.

Amortization of intangibles. Amortization of intangibles for the third quarter
of 2004 was approximately $129,000 compared to $114,000 for the same period in
2003. The majority of the intangible assets arose from the purchase of the
Novacor business in June 2000. Most of these assets have now reached the end of
their original estimated useful life and have been fully amortized. As at
September 30, 2004, intangible assets totaling approximately $383,000 remain
unamortized.

Foreign exchange gains and losses. The foreign exchange gains and losses relate
to the effect of a weakening or strengthening U.S. dollar compared to the
Canadian dollar on net monetary assets and liabilities denominated in Canadian
dollars.

Interest expense and financing costs. During the third quarter of 2004, the
Corporation recorded interest and financing costs of approximately $112,000
compared to costs of approximately $3.2 million in the third quarter of 2003.
Interest expense and financing costs for the third quarter of 2004 consist
mainly of interest on the convertible debentures issued on September 15, 2004.
These non-cash interest charges will continue to accrete ratably on the
convertible debentures up to a maturity value of approximately $15.3 million on
September 15, 2009. Interest expense and financing costs for the third quarter
of 2003 consisted of interest on preferred shares and loan obligations that were
outstanding during the quarter as well as costs of entering into loan
obligations. In late 2003 these preferred shares were converted to common shares
and warrants and the loans were repaid in full.

<PAGE>


RESULTS OF OPERATIONS FOR THE NINE MONTH PERIOD ENDED
SEPTEMBER 30, 2004 COMPARED TO THE NINE MONTH PERIOD ENDED SEPTEMBER 30, 2003

All financial information is prepared in accordance with Canadian generally
accepted accounting principles ("GAAP") and is stated in U.S. dollars. Effective
January 1, 2004, the functional currency of the Corporation changed from the
Canadian to the U.S. dollar. In general, this change resulted from the
Corporation's restructuring and issuance of common shares and warrants that
occurred in the year ended December 31, 2003 along with a gradual increase in
the overall proportion of business activities conducted in U.S. dollars and with
the expectation that this trend will continue. Concurrent with this change in
functional currency, the Corporation adopted the U.S. dollar as its reporting
currency.

<TABLE>
<CAPTION>
Consolidated results of operations

-----------------------------------------------------------------------------------------------------------
                                               Nine months ended     As a %   Nine months ended     As a %
                                                   September 30,   of gross       September 30,   of gross
                                                            2004    revenue                2003    revenue
-----------------------------------------------------------------------------------------------------------
<S>                                                      <C>           <C>              <C>            <C>
Revenue                                         $    6,588,781                 $    6,088,677

Cost of goods sold                                  (4,685,677)        71%         (4,921,055)        81%
                                             --------------------------------------------------------------

Gross margin                                         1,903,104         29%          1,167,622         19%

Selling, general and administrative                (10,084,015)                    (5,256,987)
Research and development                            (4,615,505)                    (8,393,674)
Non-cash share-based compensation costs             (1,693,573)                             -
Restructuring costs                                 (1,176,445)                    (2,078,748)
Amortization of intangibles                           (387,498)                    (2,587,311)
Foreign exchange loss                                 (378,787)                      (927,989)
Investment income                                      135,462                         21,137
Loss on disposal of capital assets                     (44,024)                       (27,148)
Interest and financing expenses                       (113,201)                    (8,181,914)
                                             --------------------------------------------------------------

Net loss                                       $   (16,454,482)                $  (26,265,012)
-----------------------------------------------------------------------------------------------------------
</TABLE>

Revenue. The sale of Novacor LVAS Implant Kits and related peripheral equipment
and services accounts for substantially all of WorldHeart's revenues. WorldHeart
currently sells its products directly worldwide, except for Japan where the
Corporation sells to its distributor, Edwards. Prior to January 1, 2004,
WorldHeart sold its products directly in the United States and to its
distributor, Edwards, outside the United States.

<PAGE>

<TABLE>
<CAPTION>
The composition of revenue is as follows:

---------------------------------------------------------- ------------------------ -----------------------
                                                                 Nine months ended       Nine months ended
                                                                     September 30,           September 30,
                                                                              2004                    2003
                                                                            # of                    # of
                                                                 $          Units         $         Units
-----------------------------------------------------------------------------------------------------------
<S>                                                               <C>         <C>         <C>          <C>
Implant kits                                                    5,118,095       78      4,749,170       93
Peripherals and other                                           1,470,686               1,339,507
                                                           ------------------------------------------------
Revenue                                                         6,588,781               6,088,677
-----------------------------------------------------------------------------------------------------------
</TABLE>

Revenue during the first nine months of 2004 increased to approximately $6.6
million representing an increase of 8% over the same period in 2003. Novacor
LVAS Implant Kit revenue increased to approximately $5.1 million for the nine
months ended September 30, 2004 compared to approximately $4.8 million for the
nine months ended September 30, 2003 representing an increase of 8%. Implant
kits recognized as revenue in the first nine months of 2004 totaled 78 compared
to 93 in the first nine months of 2003 representing a decrease of 16%. An
additional 17 units were shipped and billed in the first nine months of 2004,
however these units were deferred as revenue at the time of shipment as the
transactions did not meet the Corporation's revenue recognition criteria. In the
third quarter of 2004, the earnings process was determined to be complete and
revenue was recognized on 5 of the units. Twelve units remain in deferred
revenue at September 30, 2004 representing approximately $745,000 and will be
recognized as the earnings process is completed in future periods. Although unit
sales decreased, the revenue per kit increased substantially for sales outside
of the United States and Japan due to the shift to selling direct to medical
centers rather than to a distributor.

Other revenues, including hardware and peripheral sales and services for the
first nine months of 2004, remained constant at 22% of total revenue as compared
to the first nine months of 2003.

Cost of goods sold. For the first nine months of 2004 the overall cost of sales
decreased to 71% of revenue as compared to 81% in the first nine months of 2003.

Despite continued efforts to improve per unit manufacturing costs, the
Corporation experienced significant production inefficiencies during the first
nine months of 2004 caused by supply shortages. This resulted in Novacor LVAS
production levels being significantly below plan and at higher per unit costs.
The Corporation expects the cost per unit to decrease as it addresses the supply
issues and increases production.

Gross margin in the first nine months of 2004 increased to 29% of revenues from
19% of revenues in the first nine months of 2003, due in part to the
Corporation's shift to direct selling. Further improvement in gross margin
percentage is expected as costs per unit decrease from contract manufacturing of
some components and production volume increases.

<PAGE>


Selling, general and administrative. Selling, general and administrative
expenses consist primarily of payroll and related expenses for executives,
sales, marketing, accounting and administrative personnel, professional fees,
communication expenses, promotional activities, costs associated with meeting
multi-jurisdictional regulatory requirements, insurance premiums, and occupancy
and other general corporate expenses.

The composition of selling, general and administrative expenses is as follows:

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------
                                                                 Nine months ended         Nine months ended
                                                                     September 30,             September 30,
                                                                              2004                      2003
-------------------------------------------------------------------------------------------------------------
<S>                                                                        <C>                       <C>
Selling                                                    $             4,449,685     $           1,915,704
General and administrative                                               5,634,330                 3,341,283
                                                         ----------------------------------------------------

                                                           $            10,084,015     $           5,256,987
-------------------------------------------------------------------------------------------------------------
</TABLE>

Selling, general and administrative expenses for the first nine months of 2004
increased by $4.8 million or 92% from the same period in 2003. Selling and
marketing expenses increased in the first three quarters of 2004, as compared to
the same period last year, as the Corporation assumed responsibility for its
direct sales in Europe and increased sales and marketing program expenditures in
the United States. The comparative sales and marketing expenses for the first
three quarters of 2003 were constrained as a result of the Corporation's
financial position at that time. General and administrative expenses have also
increased with the expanded infrastructure required to support a broadened sales
responsibility and due to increases in communication expenses, professional
fees, insurance costs and multi-jurisdictional regulatory costs. Costs related
to the European distribution operations and the related support are fully
reflected in the results for the first nine months of 2004. The Corporation
anticipates a decrease in selling, general and administrative costs for the
remainder of 2004 due to the consolidation of the North American operations.

Research and development. Research and development expenses consist principally
of payroll and related expenses for development staff, prototype manufacturing,
testing, and configuration of equipment expenses, trial expenses, and regulatory
affairs expenses.

Research and development costs in the first nine months of 2004 decreased by
$3.8 million or 45% compared to the first nine months of 2003. Gross research
and development expenditures excluding the impact of government programs
decreased by 50% to $4.8 million in the first nine months of 2004 compared to
$9.5 million in the first nine months of 2003.

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------
                                                                 Nine months ended         Nine months ended
                                                                     September 30,             September 30,
                                                                              2004                      2003
-------------------------------------------------------------------------------------------------------------
<S>                                                                        <C>                      <C>
Gross research and development expenses                    $             4,752,096     $          9,458,025
Investment tax credits                                                   (136,591)               (1,064,351)
                                                         ----------------------------------------------------

Net research and development expenses                      $             4,615,505     $          8,393,674
-------------------------------------------------------------------------------------------------------------
</TABLE>

Lower research and development costs for the first nine months of 2004 compared
to the same period in 2003 reflect expense reductions associated with the merged
next-generation VAD

<PAGE>


development program and reduced pre-clinical and clinical trial expenses. The
cost reduction programs were completed in fiscal year 2003 and the expense
reductions are being realized in 2004.

Investment tax credits for the first nine months of 2004 totaled approximately
$137,000 and relate to Canadian federal government investment tax credit
program. The Corporation recorded a credit of $2.2 million against research and
development expense in the first nine months of 2003 relating to a Canadian
federal tax credit program. However, the Corporation also recorded a provision
of approximately $1.1 million against research and development expense in the
first half of 2003 relating to a provincial tax credit program claim that was
recorded in a prior period but was, and continues to be, under dispute. The
Corporation continues to review various tax credit programs but only records a
credit when collection of the claim is reasonably assured.

Non-cash share-based compensation costs. The Corporation adopted the provisions
of CICA Handbook Section 3870 - "Stock-based Compensation and Other Stock-based
Payments" ("CICA 3870") retroactively without restatement of prior periods. CICA
3870 requires entities to account for employee stock options using the fair
value based method. Under the fair value based method, compensation cost is
measured at fair value at the date of grant and is expensed over the award's
vesting period. The share-based compensation cost recorded in the first nine
months of 2004 was approximately $1.7 million. The comparative cost of
approximately $1.2 million for the first nine months of 2003 is not shown in the
financial statements. The increase in costs resulted from the grant of a large
number of stock options in the fourth quarter of 2003. The pro forma effect of
these costs on net loss and basic loss per share is set out below:

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------
                                                                                          Nine months ended
                                                                                         September 30, 2003
------------------------------------------------------------------------------------------------------------
<S>                                                                                                 <C>
Net loss for the period                                                         $              (26,265,012)
Non-cash share-based compensation costs                                                         (1,207,784)
                                                                                ----------------------------

Adjusted net loss                                                               $              (27,472,796)
                                                                                ----------------------------
Reported loss per share                                                         $                    (7.71)
Share-based costs per share                                                                          (0.35)
                                                                                ----------------------------
Pro forma basic loss per share                                                  $                    (8.06)
------------------------------------------------------------------------------------------------------------
</TABLE>

Share-based compensation costs are expected to increase upon approval by the
Corporation's shareholders of the approximately 2.4 million options granted on
September 23, 2004.

Restructuring costs. On August 25, 2004, the Corporation approved a plan to
consolidate its Ottawa, Ontario operations into its facilities in Oakland,
California where the Novacor LVAS is manufactured. The consolidation of the
North American operations into one location is expected to reduce ongoing
business expenses and improve the Corporation's operating efficiency and
effectiveness. Restructuring costs for the third quarter of 2004 amounted to
approximately $1.2 million, comprised of employee severance and termination
costs of approximately $800,000 and a write down of capital assets and other
miscellaneous costs of approximately $400,000. The restructuring is expected to
be completed by the end of March 2005. The Corporation expects to incur total
restructuring charges of approximately $2.4 million comprised of employee
severance and termination costs of approximately $1.4 million, to write down
capital assets by approximately $340,000 to their net realizable value, and to
incur lease termination costs of approximately $450,000, and other miscellaneous
costs totaling approximately $220,000.

<PAGE>


In the third quarter of 2003, the Corporation realigned its business operations
to focus on Novacor LVAS commercial operations and to reduce research and
development costs by merging its three next-generation VAD programs. As part of
this initiative the Corporation eliminated 32 positions, which amounted to a 24%
reduction in headcount. Total restructuring costs to the end of the third
quarter of 2003 amounted to approximately $2.1 million. These related to
employee severance and termination costs of approximately $1.0 million, costs
related to the buyout of a Novacor LVAS royalty agreement of approximately $1.0
million and other miscellaneous costs. The royalty buy-out eliminated royalty
payment obligations going forward of 4% of Novacor LVAS sales.

Amortization of intangibles. Amortization of intangibles for the first nine
months of 2004 was approximately $388,000 compared to $2.6 million for the same
period in 2003. The majority of the intangible assets arose from the purchase of
the Novacor business in June 2000. Most of these assets have now reached the end
of their original estimated useful life and have been fully amortized. As at
September 30, 2004, intangible assets totaling approximately $383,000 remain
unamortized.

Foreign exchange gains and losses. During the first nine months of 2004, the
Corporation recorded a foreign exchange loss of approximately $379,000 compared
to a loss of approximately $928,000 in the first nine months of 2003. The
foreign exchange losses relate to the effect of a weakening or strengthening
U.S. dollar compared to the Canadian dollar on net monetary assets and
liabilities held in Canadian dollars.

Investment income. Investment income primarily represents interest earned by the
Corporation on its cash equivalents and short-term investments. During the first
nine months of 2004, the Corporation recorded investment income of approximately
$135,000 compared to income of approximately $21,000 in the first nine months of
2003. The increase in investment income results from larger surplus cash
balances invested in cash equivalents and short-term investments during the
first half of 2004.

Interest expense and financing costs. During the first nine months of 2004, the
Corporation recorded interest and financing costs of approximately $113,000
compared to costs of approximately $8.2 million for the first nine months of
2003. Interest expense and financing costs for the third quarter of 2004 consist
mainly of interest on the convertible debentures issued on September 15, 2004.
These non-cash interest charges will continue to accrete ratably on the
convertible debentures up to a maturity value of approximately $15.3 million on
September 15, 2009. Interest expense and financing costs for the first nine
months of 2003 consisted of interest on preferred shares and loan obligations
that were outstanding during the quarters as well as costs of entering into the
loan obligations. In late 2003 these preferred shares were converted to common
shares and warrants and the loans were repaid in full.

<PAGE>

SUMMARY OF QUARTERLY RESULTS

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------
                                                                    Three Months Ended
                                                -----------------------------------------------------------
                                                  September 30,      June 30,      March 31,  December 31,
                                                           2004          2004           2004          2003
-----------------------------------------------------------------------------------------------------------
<S>                                                      <C>          <C>            <C>            <C>
Net revenue                                       $  2,250,050  $  2,146,388   $  2,192,343   $   578,768
Net loss                                            (6,324,604)   (6,002,772)    (4,127,106)   (5,515,641)
Basic and diluted loss per share                  $      (0.41) $      (0.39)  $      (0.27)  $     (0.38)
-----------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------
                                                                    Three Months Ended
                                                -----------------------------------------------------------
                                                  September 30,      June 30,    March 31,    December 31,
                                                           2003          2003         2003            2002
-----------------------------------------------------------------------------------------------------------
<S>                                                     <C>           <C>            <C>            <C>
Net revenue                                         $ 2,050,095   $ 1,940,424   $  2,098,158   $ 1,248,820
Net loss                                             (9,125,132)   (7,685,253)    (9,454,627)   (8,156,340)
Basic and diluted loss per share                    $     (2.21)  $     (2.45)  $      (3.20)  $     (3.18)
-----------------------------------------------------------------------------------------------------------
</TABLE>

LIQUIDITY AND CAPITAL RESOURCES

Historically, the Corporation has funded losses from operations through the sale
of equity and issuance of debt instruments. Combined with revenues, these funds
have provided us with the resources to operate our business, attract and retain
key personnel, fund our research and development program and clinical trials,
apply and obtain the necessary regulatory approvals and develop our technology
and products.

At September 30, 2004, the Corporation had cash and cash equivalents of
approximately $12.7 million and net working capital of approximately $18.8
million compared to cash and cash equivalents and short-term investments of
approximately $18.1 million and net working capital of approximately $18.3
million at December 31, 2003. Cash and cash equivalents and short-term
investments decreased in the first nine months of 2004 by approximately $5.3
million. This primarily related to cash used in investing activities of
approximately $500,000 for the purchase of capital assets and cash pledged as
collateral for a lease; an operating cash net use of approximately $19.1 million
including a net pay down of approximately $4.2 million of accounts payable and
accrued compensation and an increase in inventory of approximately $2.3 million;
offset by the net proceeds received on the issuance of convertible debentures
and warrants for approximately $12.9 million; and approximately $1.5 million
received on the issuance of common shares through the exercise of warrants.

On September 15, 2004, the Corporation issued unsecured convertible debentures
("Debentures") and warrants ("Warrants") for gross proceeds of $13,318,750. The
Debentures, which become due on September 15, 2009, are convertible at any time
at the holders' option into common shares of the Corporation at a price of $1.25
per share and accumulate non-compounding interest at an annual rate of 3%.
Interest is convertible at any time into common shares of the Corporation at a
price determined based on the five day weighted average trading price
immediately prior to conversion. The Corporation can redeem the Debentures where
the trading price of the Corporation's common shares is greater than $3.00 for
twenty consecutive trading days, subject to a maximum of 20% of the initially
issued convertible Debentures in any ninety-day period. In addition, Warrants to
purchase 10,655,000 common shares of the Corporation at an exercise price of
$1.55 per share and exercisable for a period of five years were issued to the
Debenture holders. The Corporation can call the Warrants where the trading price
of the Corporation's common

<PAGE>


shares is greater than $4.50 for twenty consecutive trading days, subject to a
maximum of 20% of the initially issued warrants in any ninety-day period.

Our working capital and capital requirements will depend upon numerous factors,
including the following: the Corporation's continued focus on improving its
commercial operations and viability through the expanded sales of its Novacor
LVAS; increasing revenues through higher average selling prices and enrollment
in the RELIANT Trial (Randomized Evaluation of the Novacor LVAS in a
Non-Transplant Population); decreasing production costs through its
manufacturing cost reduction program; and its efforts to improve operational
efficiency and effectiveness. In the event that we require additional funds, we
may be required to raise additional capital to sustain operations. However,
there can be no assurance that the Corporation will be successful and sustain
operations for the foreseeable future.

Cash totaling $750,000 remains pledged against a letter of credit issued by the
Corporation in support of the Corporation's obligations under its Oakland,
California premises leases and is not available for general operations. During
2003 approximately $222,000 was drawn against the cash amount pledged to cover
certain rent obligations and in the first quarter of 2004, the Corporation
pledged back the amount drawn to restore the original pledged amount of
$750,000.

OUTLOOK

External environment. The market for effective pharmacological,
electro-physiological or device treatments for late-stage heart failure has not
diminished, and despite significant progress on many fronts, no competitive
breakthroughs have been announced, or are believed to be imminent. The scope of
heart failure is similarly undiminished and is, if anything, increasing as a
result of both population demographic trends, and also as a response to the
increasing number of survivors from sudden cardiac events, many of whom
subsequently develop congestive heart failure. The Corporation believes the
eventual potential market for heart assist devices continues to be at least
100,000 patients per annum in North America, Europe, Japan and certain other
countries.

There is growing evidence of increasing clinical acceptance of the use of
mechanical circulatory assist therapies in the treatment of late stage heart
failure, and on two separate occasions in March 2003 and May 2004 the Centers
for Medicare and Medicaid Services in the U.S. announced the extension of
reimbursement coverage for both bridge and destination therapy VAD use. These
extensions have resulted in increased payments for procedures using such
devices. These developments are expected to continue to accelerate the use of
ventricular assist devices both in the U.S. and elsewhere. Also, effective April
1, 2004, reimbursement in Japan for implantable VADs was approved. Novacor LVAS
is the only approved device in Japan.

Internal environment. WorldHeart expects to incur net losses on a quarterly
basis into, at least, 2005. The Corporation anticipates that it will be
successful in improving its gross margin contribution through a combination of
higher revenues and lower per unit manufacturing costs. The Corporation expects
to increase revenues more than previous years as a result of higher Novacor LVAS
Implant Kit sales and continued higher average selling prices that correspond
with the Corporation's ability to now sell direct in all territories except
Japan. Enrollment in the Corporation's RELIANT Trial commenced in the second
quarter of 2004 and implantation under the RELIANT Trial commenced in the third
quarter of 2004 and is expected to continue through 2004 and 2005. RELIANT is a
randomized 40 center equivalency trial where patients will receive a Novacor
LVAS or Thoratec Corporation's Heartmate(R)XVE LVAS on a 2:1 ratio. Heartmate is
the control arm.

<PAGE>

During the year ended December 31, 2003, the Corporation realigned its business
operations to focus on commercial operations and to reduce research and
development costs. As a result, the Corporation restructured its worldwide
distribution to increase the emphasis on direct sales and marketing. It also
refocused its efforts to reduce manufacturing costs associated with the Novacor
LVAS and to reduce the rate of expenditure associated with its next-generation
VAD program. The Corporation has significantly reduced its research and
development expenditures, continues to focus on its commercial operations and is
in the process of reviewing expenses to improve operations, in part, through
expense reduction. In the third quarter of 2004, the Corporation put in place a
plan to consolidate its Ottawa operations into its Oakland operations to further
improve its operating cost structure, increase its efficiency and improve its
effectiveness.

<PAGE>


                                                                          ITEM 4

   Form 52-109FT2 - Certification of Interim Filings during Transition Period


I, Jal S. Jassawalla, President and Chief Executive Officer of World Heart
Corporation, certify that:

1.        I have reviewed the interim filings (as this term is defined in
          Multilateral Instrument 52-109 Certification of Disclosure in Issuers'
          Annual and Interim Filings) of World Heart Corporation, (the issuer)
          for the interim period ending September 30, 2004;

2.        Based on my knowledge, the interim filings do not contain any untrue
          statement of a material fact or omit to state a material fact required
          to be stated or that is necessary to make a statement not misleading
          in light of the circumstances under which it was made, with respect to
          the period covered by the interim filings; and

3.        Based on my knowledge, the interim financial statements together with
          the other financial information included in the interim filings fairly
          present in all material respects the financial condition, results of
          operations and cash flows of the issuer, as of the date and for the
          periods presented in the interim filings.

Date:     November 15, 2004

/s/ Jal S. Jassawalla
---------------------------------------
Jal S. Jassawalla
President and Chief Executive Officer,
World Heart Corporation

<PAGE>



   Form 52-109FT2 - Certification of Interim Filings during Transition Period


I, D. Mark Goudie, Vice President, Finance and Chief Financial Officer of World
Heart Corporation, certify that:

4.        I have reviewed the interim filings (as this term is defined in
          Multilateral Instrument 52-109 Certification of Disclosure in Issuers'
          Annual and Interim Filings) of World Heart Corporation, (the issuer)
          for the interim period ending September 30, 2004;

5.        Based on my knowledge, the interim filings do not contain any untrue
          statement of a material fact or omit to state a material fact required
          to be stated or that is necessary to make a statement not misleading
          in light of the circumstances under which it was made, with respect to
          the period covered by the interim filings; and

6.        Based on my knowledge, the interim financial statements together with
          the other financial information included in the interim filings fairly
          present in all material respects the financial condition, results of
          operations and cash flows of the issuer, as of the date and for the
          periods presented in the interim filings.

Date:     November 15, 2004

/s/ D. Mark Goudie
---------------------------------------
D. Mark Goudie
Vice President, Finance
and Chief Financial Officer,
World Heart Corporation

<PAGE>



                                   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.


                                           World Heart Corporation


      Date:  November 15, 2004             By:      /s/ Mark Goudie
                                               -------------------------------
                                               Name:  Mark Goudie
                                               Title:    Chief Financial Officer