As filed with the Securities and Exchange Commission on January 22, 2004
                                                     Registration No. 333-111512
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                ----------------
                                 Amendment No. 1

                                       to

                                    FORM F-3

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                                ----------------
                             World Heart Corporation
             (Exact name of Registrant as specified in its charter)

                                 Not Applicable
                 (Translation of Registrant's name into English)

                Ontario                           Not Applicable
(State or other jurisdiction of            (I.R.S. Employer Identification No.)
  incorporation or organization)

                             ----------------------
                                 1 Laser Street
                             Ottawa, Ontario K2E 7V1
                                 (613) 226-4278

   (Address and telephone number of Registrant's principal executive offices)

                             ----------------------
                                World Heart Inc.
                                7799 Pardee Lane
                                Oakland, CA 94621
                                 (510) 563-5000
            (Name, address and telephone number of agent for service)

                             ----------------------
                          Copies of communications to:

                                Kevin Keogh, Esq.
                                White & Case LLP
                           1155 Avenue of the Americas
                            New York, New York 10036
                               Fax: (212) 354-8113

                             ----------------------

        Approximate date of commencement of proposed sale to the public:
     From time to time after this Registration Statement becomes effective.

If the only securities being registered on this form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. |_|
If any of the securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, please check the following box. |X|
If this form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. |_|
If this form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. |_|
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. |_|

                                 ---------------

    The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
================================================================================

<PAGE>

PROSPECTUS

                             WORLD HEART CORPORATION
                             7,760,665 Common Shares


--------------------------------------------------------------------------------

     Using this prospectus, the selling securityholders or their transferees may
dispose of any of these shares or interests therein as we describe under "Plan
of Distribution."

     In the United States, our common shares trade on the Over-the-Counter
Bulletin Board ("OTCBB") under the listing symbol "WHTOF." In Canada, our common
shares trade on the Toronto Stock Exchange ("TSX") under the listing symbol
"WHT." On January 20, 2004, the last reported sale price for the common shares
was US$7.52 on the OTCBB and Cdn$9.75 on the TSX.

     We will receive the exercise price of the warrants described in this
prospectus to the extent they are exercised. We will not receive any proceeds in
connection with the common shares disposed of by the selling securityholders or
their transferees.

     An investment in common shares involves a high degree of risk. Before
purchasing any common shares, you should consider carefully the risks described
under "Risk Factors" beginning on page 3.

     Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved the common shares or determined that this
prospectus is complete or accurate. Any representation to the contrary is a
criminal offense.

--------------------------------------------------------------------------------

                                January 22, 2004



<PAGE>

                                TABLE OF CONTENTS

                                                                            Page

THE COMPANY.................................................................1

PRESENTATION OF FINANCIAL AND SHARE INFORMATION.............................3

RISK FACTORS................................................................3

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS...........................9

CAPITALIZATION.............................................................10

USE OF PROCEEDS............................................................13

PLAN OF DISTRIBUTION.......................................................13

SELLING SECURITYHOLDERS....................................................15

MATERIAL CONTRACTS.........................................................20

EXPENSES OF THE ISSUE......................................................25

SHARE CAPITAL..............................................................25

DIVIDENDS..................................................................28

EXPERTS....................................................................28

ENFORCEABILITY OF CIVIL LIABILITIES........................................28

ADDITIONAL INFORMATION.....................................................29

WHERE YOU CAN GET MORE INFORMATION.........................................29

INCORPORATION OF DOCUMENTS BY REFERENCE....................................30

LEGAL MATTERS..............................................................30

     You should rely only on the information contained or incorporated by
reference in this prospectus. We have not authorized anyone to provide you with
additional or different information. If anyone provides you with additional,
different or inconsistent information, you should not rely on it. You should not
assume that the information we have included in this prospectus is accurate as
of any date other than the date of this prospectus or that any information we
have incorporated by reference is accurate as of any date other than the date of
the document incorporated by reference. Our business, financial condition,
results of operations and prospects may have changed since that date.


                                      (i)
<PAGE>

     This prospectus does not constitute an offer to sell or a solicitation of
an offer to purchase common shares by any person in any jurisdiction where it is
unlawful to make such an offer or solicitation. The distribution of this
prospectus and the offering or sale of the common shares in certain
jurisdictions is restricted by law. This prospectus may not be used for, or in
connection with, and does not constitute, any offer to, or solicitation by,
anyone in any jurisdiction or under any circumstance in which such offer or
solicitation is not authorized or is unlawful. Persons into whose possession
this prospectus may come are required to inform themselves about and to observe
such restrictions.


                                      (ii)
<PAGE>
                                   THE COMPANY

     World Heart Corporation's (referred to in this prospectus as WorldHeart)
business is currently focused on the development and commercialization of
ventricular assist devices (VADs). VADs are mechanical assist devices that can
provide an effective treatment for end-stage heart failure by supplementing the
circulatory function of the heart by rerouting blood flow through a mechanical
pump. There have been more than 10,000 VADs used clinically over the past 10
years.

     WorldHeart was organized in April 1996 to develop a global medical device
business through licensed artificial heart and related technology developed by
the University of Ottawa Heart Institute Research Corporation, Cardiovascular
Devices Division. WorldHeart is currently focused on two VAD technologies: the
Novacor(R) LVAS, referred to in this prospectus as Novacor LVAS, and the
HeartSaverVADTM, referred to in this prospectus as HeartSaver. The Novacor LVAS
represents WorldHeart's current generation of implantable pulsatile VADs.
HeartSaver is currently under development and is expected to result in
WorldHeart's next-generation implantable pulsatile VAD. HeartSaver is being
designed to be an affordable, implantable heart assist device to provide
long-term pulsatile blood flow to patients suffering from heart failure and to
permit the recipient to return to near normal activities. Commercial production
of HeartSaver is currently planned for late 2007.

     On June 30, 2000, through World Heart Inc., our wholly owned subsidiary, we
acquired the assets and liabilities of Edwards Novacor LLC (referred to in this
prospectus as Novacor) from Edwards Lifesciences LLC (referred to in this
prospectus as Edwards) for a total purchase price of approximately $62.5 million
pursuant to a contribution agreement dated as of May 24, 2000 between
WorldHeart, Edwards, Novacor and World Heart Inc. As a result of this
acquisition, WorldHeart began commercial operations with the sale of a left
ventricular assist system, Novacor LVAS. Development of Novacor LVAS commenced
in 1969 with the objective of developing a long-term circulatory support device
and with the focus on an implantable electrically driven pump. Novacor LVAS is
commercially available as a bridge to transplantation in Europe, the United
States and Canada. In Europe, it is also available as an alternative to
transplantation and as a bridge to recovery to support patients who may have an
ability to recover use of their natural heart. In Japan, Novacor LVAS is
approved for use by cardiac patients at risk of imminent death from
non-reversible left ventricular failure for which there is no alternative but a
heart transplant. Additionally, in the United States, we submitted a PMA
(pre-marketing approval) Supplement to the U.S. Food and Drug Administration, or
"FDA," for use of the Novacor LVAS by end-stage heart failure patients who are
not candidates for heart transplantation. Novacor LVAS has been implanted in
1,500 patients worldwide.

     WorldHeart was incorporated by Articles of Incorporation under the laws of
the Province of Ontario, Canada, on April 1, 1996. Our head office is located at
1 Laser Street, Ottawa, Ontario, Canada, K2E 7V1 and our telephone number is
(613) 226-4278. World Heart Inc., a wholly owned subsidiary, is located at 7799
Pardee Lane, Oakland, CA, USA, 94621 and its telephone number is (510) 563-5000.
2007262 Ontario Inc., an associated research and development company, is located
at our head office address.

Recent Developments

     The registration statement filed on Form F-3 (File No. 333-109876) by
WorldHeart on October 22, 2003 with the SEC was declared effective on October
30, 2003. The registration statement related to the possible resale from time to
time by securityholders identified in the prospectus contained in the
registration statement of up to 11,683,028 post-consolidation common shares of
which (i) 5,563,346

                                       1

<PAGE>

common shares are currently outstanding and (ii) 6,119,682 common shares will be
issued upon the exercise of warrants.

     On November 5, 2003, WorldHeart indicated that it intends to conduct a
pivotal trial in approximately 30 centers in the United States, in which Novacor
LVAS is compared to HeartMate(R) XVE LVAS in use as destination therapy patients
suffering from irreversible left ventricular failure who are not transplant
candidates. The final trial design and implementation is subject to FDA
approval.

     On November 25, 2003, WorldHeart held a special meeting of its
shareholders. Three resolutions were passed at the special meeting: (i) an
amendment to the Articles of Incorporation of WorldHeart amending the rights and
privileges of the Series A Cumulative Redeemable Convertible Preferred Shares of
WorldHeart (referred to in this prospectus as the Series A Shares), (ii) an
amendment to the Articles of Incorporation of WorldHeart to approve a share
consolidation on the basis of one post-consolidation common shares for every
seven pre-consolidation common shares, and (iii) an amendment to WorldHeart's
employee stock option plan increasing the number of shares available under the
plan, on a post-consolidated basis, from 504,286 common shares to 1,501,857
common shares.

     On November 26, 2003, WorldHeart filed Articles of Amendment to amend the
terms of the Series A Shares and on November 27, 2003, Edwards Lifesciences
(U.S.) Inc. converted its 1,374,570 Series A Shares, being the only Series A
Shares outstanding, into 500,000 post-consolidation common shares and 1,000,000
post-consolidation warrants, each warrant exercisable for one common share at an
exercise price of $8.05, subject to adjustment, for a period of five years.

     On December 1, 2003, WorldHeart filed Articles of Amendment to effect a
share consolidation on the basis of one post-consolidation common share for each
seven pre-consolidation common shares and the common shares commenced trading on
a post-consolidated basis on December 4, 2003 on the TSX under the stock symbol
"WHT" and on the OTCBB under the new stock symbol "WHTOF".

     On December 3, 2003, WorldHeart announced the appointment of two new
directors, John F. Carlson and William C. Garriock to its five member board of
directors completing the board restructuring that had commenced as part of the
private placement transaction completed on September 23, 2003. Mr. Carlson is a
nominee of Special Situations Funds of New York, the lead United States investor
in the private placement transaction and Mr. Garriock is the nominee of Research
Capital Corporation, the Canadian placement agent in the private placement
transaction.

     In addition, Mr. Ross, Chair of the WorldHeart board of directors, was also
appointed chair of the board of directors corporate governance and nominating
committee, Mr. Carlson was appointed chair of the audit committee, Mr. Majteles
was appointed chair of the compensation committee and Mr. Garriock was appointed
chair of the newly formed strategic planning committee.

     On December 4, 2003, Edwards Lifesciences Ltd., the exclusive distributor
of Novacor LVAS in Japan, received notification from Japan's Central Social
Insurance Council (Chuikyo) that use of WorldHeart's Novacor LVAS will be
reimbursed when implanted in patients who are transplant-eligible, effective
April 2004.

     On December 31, 2003, WorldHeart amended its distribution agreement with
Edwards. Since WorldHeart's acquisition of Novacor in 2000, Edwards had been
responsible for worldwide distribution of our Novacor LVAS and associated
hardware with the exception of the United States where WorldHeart sells
directly. In an effort to have greater control over its sales, distribution and
customer support WorldHeart entered into the amendment in order to take direct
responsibility for worldwide


                                       2

<PAGE>

distribution of the Novacor LVAS and related products worldwide with the
exception of Japan, where Edwards will continue to be the exclusive distributor
for WorldHeart. In conjunction with this arrangement, WorldHeart and Edwards
entered into a European transition services agreement on December 31, 2003,
under which for a period of approximately three months Edwards will assist
WorldHeart until WorldHeart's European operations are fully functional.
WorldHeart also entered into an interim distribution agreement with a
Netherlands company, referred to in this prospectus as the Interim European
Distributor, which commenced on December 31, 2003 and terminates on June 30,
2004. The Interim European Distributor will provide WorldHeart with distribution
capabilities in Europe until WorldHeart's European distribution infrastructure
is in place and operational. In order to allow the Interim European Distributor
to service the European market without interruption, the Interim European
Distributor has purchased all of Edwards' Novacor LVAS and related equipment
inventory as of December 31, 2003 which totalled approximately (euro)2.3 million
and which may be resold only to customers of WorldHeart, at
WorldHeart-negotiated terms. WorldHeart, upon request from the Interim European
Distributor, will be required to purchase any unsold inventory that was acquired
from Edwards.

     On January 7, 2004, the FDA approved WorldHeart's PMA (pre-marketing
approval) Supplement submission to incorporate several engineering enhancements
to the implanted and external components of Novacor LVAS.

                 PRESENTATION OF FINANCIAL AND SHARE INFORMATION

     We express all dollar amounts in this prospectus in Canadian dollars,
except where we indicate otherwise. References to "$" are to Canadian dollars
and references to "US$" are to U.S. dollars.

     On November 25, 2003, our shareholders approved a one-for-seven
consolidation of our common shares and on December 1, 2003, WorldHeart filed
Articles of Amendment effecting the share consolidation. Unless otherwise noted,
in this document, numbers of common shares or warrants refer to the
"post-consolidation" common shares or warrants. In certain instances, where
noted, and for clarity of disclosure, we have referred to "pre-consolidation
common shares" and "post-consolidation common shares" or "on a pre-consolidated
basis" or "on a post-consolidated basis." All references to post-consolidation
common shares or warrants in this prospectus are approximate in number, due to
the presence of fractional shares resulting from the one-for-seven consolidation
of our common shares. The exact number of post-consolidation common shares and
warrants will not be known until after the date on which this prospectus is
filed with the SEC. We do not believe that the final post-consolidation common
share and warrant amounts will differ materially from our approximations.

                                  RISK FACTORS

     If you purchase our common shares, you will take on a financial risk. In
deciding whether to invest, you should carefully consider the following factors
and the information contained in this prospectus, including the information
incorporated by reference into this prospectus. Additional risks and
uncertainties not presently known to us or that we currently consider not
material may also impair our business, financial condition and results of
operations. If any of the events described below actually occurs, our business,
financial condition or results of operations could be materially adversely
affected. In such case, the trading price of our common shares could decline,
and you may lose all or part of your investment.

                                       3

<PAGE>

Substantial Losses and Limited Revenues Earned Since Incorporation

     Since incorporation, WorldHeart has incurred substantial losses from
commercial operations, costs of start-up and research and development expenses.
WorldHeart's accumulated deficit at September 30, 2003 was $205,120,770.
WorldHeart's ability to achieve profitability depends on a variety of factors
including our ability to maintain current regulatory approvals, obtain new
regulatory approvals and to manufacture, market and sell our products.

     We generated revenues of $8,707,987 from commercial sales of the Novacor
LVAS for the nine months ended September 30, 2003 ($10,106,931 for the year
ended December 31, 2002). We believe that we will be able to generate increased
revenues on the basis of the regulatory approvals that we have been granted to
date. We have also applied to the FDA in the United States and Health Canada for
certain other enhancements and expanded use indications for our Novacor LVAS.
However, there can be no assurance that, with or without the regulatory approval
of enhancements or new indications, we will be able to generate the level of
revenues required to achieve profitability and to fund research and development
activities in amounts in excess of our current cash reserves.

     WorldHeart does not contemplate commercial production of HeartSaver until
late 2007. Moreover, no assurance can be given that any regulatory approvals
will ever be obtained or, even if obtained, that such approvals will lead to the
successful commercialization of HeartSaver.

Significant Capital Investment Required to Bring Future Products and Product
Enhancements to Market

     WorldHeart's investment of capital could be significant. Developing our
technology, future products and continued product enhancements could require a
commitment of substantial funds to conduct the costly and time-consuming
research and clinical trials necessary for such development. If adequate funds
are not available when required, we may be required to delay, reduce the scope
of or eliminate one or more of our research or development programs or obtain
funds through arrangements with collaborative partners or others that may
require us to relinquish rights to certain of our technologies, potential
products or products that we would otherwise seek to develop or commercialize
ourselves. The inability to obtain additional financing when needed would likely
have a material adverse effect on WorldHeart.

Regulatory Approvals May Not Be Obtained

     Most countries, including the United States, Canada and countries in the
European Union, require regulatory approval prior to the commercial distribution
of medical devices. In particular, implanted medical devices generally are
subject to rigorous clinical testing as a condition of approval by the FDA and
by similar authorities in Canada, in Europe and in other countries. The approval
process is expensive and time consuming. Non-compliance with applicable
regulatory requirements can result in, among other things, fines, injunctions,
civil penalties, recall or seizure of products, total or partial suspension of
production, refusal of the government to grant marketing approval for devices,
withdrawal of marketing approvals, and criminal prosecution. The inability to
obtain the appropriate regulatory approvals for our products in the United
States, Canada and the rest of the world could have a material adverse effect on
our business, financial condition and results of operations.

     Novacor LVAS has already been approved in Europe for use in end-stage heart
failure patients without restriction to indication ("bridge to transplant,"
"alternative to transplant" and "bridge to recovery"), and in Japan for use by
cardiac patients at risk of imminent death from non-reversible left

                                       4

<PAGE>

ventricular failure for which there is no alternative but a heart transplant,
and on December 4, 2003, Edwards Lifesciences Ltd., the exclusive distributor of
Novacor LVAS in Japan, received notification from Japan's Central Social
Insurance Council (Chuikyo) that use of WorldHeart's Novacor LVAS will be
reimbursed when implanted in patients who are transplant-eligible, effective
April 2004. Additionally, Novacor LVAS is currently approved in the United
States and Canada as a "bridge-to-transplant" therapy only, for recipients
awaiting a donor heart. While the Novacor LVAS clinical trial is continuing in
the United States for the expanded destination-therapy market indication, on
August 14, 2002 we submitted a supplement to its PreMarket Approval with the FDA
for such indication. The submission was accepted for filing on an expedited
review basis by the FDA on November 22, 2002. In March 2003, the FDA requested
additional data and statistical analyses in support of the submission, and on
August 6, 2003, WorldHeart provided the FDA with an amended submission. However,
there can be no assurance that any further regulatory approvals will be
obtained. The inability to expand the indicated uses of Novacor LVAS in the
United States and other countries could have a material adverse effect on our
business, financial condition and results of operations.

     We plan to complete development of the HeartSaver up to the formal
preclinical testing stage by year-end 2005. We expect formal preclinical testing
to be sufficiently completed by year-end 2006 to provide data for submissions to
commence clinical trials in the European Union and Canada. We plan to be in a
position to commence human trials during 2007 in the European Union and Canada
with commercialization of HeartSaver to follow in the European Union by late
2007 and in Canada in 2008. We will also seek the necessary regulatory approvals
for clinical trials and market approval in the United States. We would
anticipate that commercialization in the United States would occur late in 2008.
There can be no assurance that Health Canada, the FDA or any other regulatory
authority will act favorably or quickly in its review of our applications, if
and when made, and significant difficulties and costs may be encountered by us
in our efforts to obtain such approvals that could delay or preclude us from
selling HeartSaver in Canada, the United States and elsewhere. Failure to
receive, or delays in receiving, such approvals, including the need for extended
clinical trials or additional data as a prerequisite to approval, limitations on
the intended use of HeartSaver, the restriction, suspension or revocation of any
approvals obtained or any failure to comply with approvals obtained could have a
material adverse effect on our business, financial condition and results of
operations.

Dependence on a Limited Number of Products

     Our future financial performance is expected to depend on the successful
sales and marketing of Novacor LVAS and the development, introduction, customer
acceptance and successful sales and marketing of our proposed HeartSaver, which
is currently under development. To date, all of our revenues have resulted from
sales of Novacor LVAS. There is presently no pre-clinical data relating to
HeartSaver, and no applications for any clinical trials or regulatory approvals
have been made. Prior to any commercial use, the technologies relating to
HeartSaver currently under development will require pre-clinical and extensive
clinical testing, and regulatory approvals. New product development is highly
uncertain and unanticipated developments, clinical and regulatory delays,
adverse or unexpected side effects or inadequate therapeutic efficacy could
delay or prevent the successful commercialization of HeartSaver. There can be no
assurance that we will not experience difficulties that could delay or prevent
the commercialization of HeartSaver. Any significant delays in, or premature
termination of, clinical trials of our products under development could have a
material adverse effect on our business, financial condition and results of
operations.

                                       5

<PAGE>

Uncertainty of Market Acceptance

     Novacor LVAS and HeartSaver represent ventricular assist technologies that
must compete with other pulsatile assist products as well as with other
therapies for heart failure, such as medication, transplants, cardiomyoplasty
and non-pulsatile flow (continuous flow) pumps. Failure of our products to
achieve significant market acceptance could have a material adverse effect on
our business, financial condition and results of operations.

Competition; Technological Obsolescence

     In addition to competing with other less-invasive therapies for heart
failure, including drugs and pacing, our products will compete with ventricular
assist technology being developed and sold by a number of companies. Competition
from device companies and medical device subsidiaries of healthcare and
pharmaceutical companies is intense and expected to increase.

     Some of our competitors have substantially greater financial, technical,
manufacturing, distribution and marketing resources than us. Third parties may
succeed in developing or marketing technologies and products which are more
effective than those developed or marketed by us or that could render our
technology and products non-competitive or obsolete, or we may not be able to
keep pace with technological developments, all of which could have a material
adverse effect on our business, financial condition and results of operations.

Limitations on Third-Party Reimbursement

     Individual patients will seldom be able to pay directly for the costs of
implanting our devices. Successful commercialization of our products will depend
in large part upon the availability of reimbursement for the treatment and
medical costs associated with the products from third-party payers, including
governmental and private health insurers and managed care organizations.
Consequently, we expect that our products will typically be purchased by
healthcare providers, clinics, hospitals and other users who will bill various
third-party payers, such as government programs and private insurance plans, for
the healthcare services provided to their patients.

     Coverage and the level of payment provided by United States and foreign
third-party payers vary according to a number of factors, including the medical
procedure, third-party payer, location and cost. In the United States, many
private payers follow the recommendations of the Centers for Medicare and
Medicaid Services (CMS), which establishes guidelines for the governmental
coverage of procedures, services and medical equipment.

     While CMS has announced pending increases in reimbursement for VADs, and
extension of coverage to include both bridge and destination-therapy
indications, there can be no assurance with respect to any markets in which we
seek to distribute our products that third-party coverage and reimbursement will
be adequate, that current levels of reimbursement will not be decreased in the
future or that future legislation, regulation or reimbursement policies of
third-party payers will not otherwise adversely affect the demand for our
products or our ability to sell our products on a profitable basis, particularly
if the installed cost of our systems and devices should be more expensive than
competing products or procedures. The unavailability of third-party payer
coverage or the inadequacy of reimbursement could have a material adverse effect
on our business, financial condition and results of operations.


                                       6


<PAGE>

Potential Product Liability

     Our business exposes us to an inherent risk of potential product liability
claims related to the manufacturing, marketing and sale of Novacor LVAS and
HeartSaver by device recipients in whom the devices are implanted or by their
families. Claims of this nature, if successful, could result in substantial
damage awards to the claimants, which may exceed the limits of any applicable
insurance coverage held by us. A successful claim brought against us in excess
of, or outside of, our insurance coverage could have a material adverse effect
on our business, financial condition and results of operations. Claims against
us, regardless of their merit or potential outcome, could also have a material
adverse effect on our ability to obtain physician endorsement of our products or
to expand our business which could have a material adverse effect on our
business, financial condition and results of operations.

Risks Associated with Manufacturing Operations; Risks Resulting From Dependence
on Third-Party Manufacturers; Dependence on Sole Suppliers

     The manufacture of our products is a complex operation involving a number
of separate processes and components. Material costs are high and certain of the
manufacturing processes involved are labor-intensive. Achieving significant cost
reductions will depend upon our ability to reduce material costs and reduce the
time required to complete certain manufacturing processes. The conduct of
manufacturing operations is subject to numerous risks, including reliance on
third-party manufacturers, unanticipated technological problems and delays. We,
or any entity manufacturing products or components on our behalf, may not be
able to comply with applicable governmental regulations or satisfy regulatory
inspections in connection with the manufacture of our products. Failure or delay
by us or any third-party manufacturer of our products or product components to
comply with applicable regulations or to satisfy regulatory inspections could
have a material adverse effect on our business, financial condition and results
of operations.

     WorldHeart is currently dependent on single-source third-party
manufacturers for several of the components used in Novacor LVAS and HeartSaver.
We do not have agreements with many of such single-source manufacturers and
purchase these components pursuant to purchase orders placed from time to time
in the ordinary course of business. We are substantially dependent on the
ability of these manufacturers to provide adequate inventories of these
components on a timely basis and on favourable terms. These manufacturers also
produce components for certain of our competitors, as well as other large
customers, and there can be no assurance that such manufacturers will have
sufficient production capacity to satisfy our inventory or scheduling
requirements during any period of sustained demand, or that we will not be
subject to the risk of price fluctuations and periodic delays. Although we
believe that our relationship with our manufacturers is satisfactory and that
alternative sources for the components we currently purchase from single-source
suppliers are currently available, the loss of the services of such
manufacturers or substantial price increases imposed by such manufacturers, in
the absence of readily available alternative sources of supply would have a
material adverse effect on us. Failure or delay by such manufacturers in
supplying components to us on favourable terms could also adversely affect our
operating margins and our ability to develop and deliver our products on a
timely and competitive basis which could have a material adverse effect on our
business, financial condition and results of operations.

Dependence on Key Personnel

     As a result of the specialized scientific nature of our business, we are
dependent on our ability to attract and retain qualified scientific, technical
and key management personnel. We face intense competition for such persons and
we may not be able to attract or retain such individuals.


                                       7

<PAGE>

Volatility of Stock Price

     We are in the biotechnology industry and, as such, the price of our common
shares has been, and is likely to continue to be, highly volatile. Future
announcements concerning WorldHeart or our competitors, quarterly variations in
operating results, introduction of new products, delays in the introduction of
new products or changes in product pricing policies by us or our competitors,
acquisition or loss of significant customers, partners, distributors and
suppliers, changes in earnings' estimates by analysts, regulatory developments,
or fluctuations in the economy or general market conditions, among other
factors, could cause the market price of our common shares to fluctuate
substantially. There can be no assurance that the market price of our common
shares will not decline below its current price or that it will not experience
significant fluctuations in the future, including fluctuations that are
unrelated to our performance.

Reliance on Edwards Lifesciences LLC

     On June 30, 2000, we entered into a distribution agreement with Edwards,
whereby Edwards will be the sole distributor, except in the United States, of
our heart assist products, including Novacor LVAS and HeartSaver, until June 30,
2005. WorldHeart also committed to paying to Edwards an annual minimum gross
margin guarantee of US$2 million less the gross margin actually earned by
Edwards on Edwards' sale of Novacor and related equipment in any year that
Edwards' purchases from WorldHeart are less than US$10 million. Distribution and
sales of Novacor LVAS through Edwards accounted for a significant portion of our
total revenue in fiscal 2000, 2001 and 2002. On June 30, 2000, we also entered
into a supply agreement with Edwards whereby Edwards is the sole supplier of
certain components of our heart assist products, including Novacor LVAS and
HeartSaver, until June 30, 2005. In the event Edwards is unable to provide
adequate inventories of such components to us on a timely basis it could have a
material adverse effect on WorldHeart. In addition, the existence of our
relationship with Edwards may limit our ability to establish, or preclude the
establishment of, relationships with competitors of Edwards.

     On December 31, 2003, Edwards and WorldHeart entered into an amended and
restated distribution agreement whereby WorldHeart took back its distribution
rights worldwide with the exception of Japan.

Risks Associated with Acquisitions

     WorldHeart from time to time evaluates potential acquisitions of
complementary businesses, products and technologies. Such acquisitions could
subject us to numerous risks, including risks associated with the integration
into WorldHeart of new employees and technology. Moreover, the negotiation and
completion of such transactions involves the diversion of our resources. In
addition, acquisitions could result in immediate and substantial dilution to our
existing shareholders, large one-time write-offs or the creation of goodwill or
other intangible assets. The failure to successfully evaluate, negotiate, effect
and integrate an acquisition transaction could have a material adverse effect on
our business, financial condition and results of operations.

Sales of a Large Number of Our Common Shares and Exercise of Outstanding
Warrants Could Adversely Affect the Market Price of Our Common Shares

     We cannot predict what effect the exercise of outstanding warrants for
common shares and the sale of these common shares into the public market will
have on the market price for our common shares. As of January 20, 2004, warrants
to purchase approximately 13,928,197 post-consolidation common

                                       8

<PAGE>
shares at a weighted average exercise price of $8.27 per common share, and
warrants to purchase an additional approximately 686,993 post-consolidation
common shares at a weighted average exercise price of $42.63 per common share
were outstanding. Upon the exercise of our warrants, the holders will receive
approximately 14,615,190 post-consolidation common shares. If the selling
securityholders sell a large number of common shares into the public market over
a short time, the market price of our common shares could decline. Such a
decline may make it more difficult for us to raise money by means of future
equity financings.

The Limited Prior Public Market And Trading Market May Cause Possible Volatility
In Our Share Stock Price

     Since our common shares were delisted from the Nasdaq Stock Market on
October 15, 2002, there has only been a limited public market for our securities
in the United States and there can be no assurance that an active trading market
in our securities will be maintained. The OTC Bulletin Board is an unorganized,
inter-dealer, over-the-counter market which provides significantly less
liquidity than the Nasdaq Stock Market, and quotes for stocks included on the
OTC Bulletin Board are not listed in the financial sections of newspapers as are
those for the Nasdaq Stock Market. In addition, the stock market in recent years
has experienced extreme price and volume fluctuations that have particularly
affected the market prices of many smaller companies. The trading price of our
common shares is expected to be subject to significant fluctuations in response
to variations in quarterly operating results, announcements of innovations by us
or our competitors, general conditions in the industry in which we operate and
other factors. These fluctuations, as well as general economic and market
conditions, may have a material or adverse effect on the market price of our
common shares.

Our Shareholders Approved a Share Consolidation Which May Affect Our Common
Share Price

     On November 25, 2003, our shareholders approved a one-for-seven
consolidation (reverse stock split) of our common shares. The share
consolidation means that every seven common shares of WorldHeart held prior to
the share consolidation has now become one common share of WorldHeart. The share
consolidation has increased the trading price of our common shares to a level
required for listing on the Nasdaq Stock Market, however the current price may
not be sustained over the trading period required to meet listing criteria. The
common shares will not be approved for listing until all listing criteria are
met, and the Company has demonstrated an ability to sustain all listing
criteria, to the satisfaction of Nasdaq.

     A typical result of a share consolidation is that the value of the net
holdings of an individual shareholder may drop. Since our common shares
commenced trading on December 4, 2003 on a post-consolidated basis, the daily
closing price of our common shares has ranged from US$7.40 to US$8.52 on the
OTCBB and $9.58 to $11.10 on the TSX.

                SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

     This prospectus and some of the documents incorporated by reference in this
prospectus include "forward-looking statements" within the meaning of Section
27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act
of 1934. The forward-looking statements contain information that is generally
stated to be anticipated, expected or projected by WorldHeart, and involves
known and unknown risks, uncertainties and other factors that may cause the
actual results and performance of WorldHeart 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 a new product for use in the human
body, WorldHeart's

                                       9

<PAGE>

potential need for significant additional funding, its need for acceptance from
third-party payers, extensive government regulation of our products, and rapid
developments in technology, including developments by competitors. Important
factors that could cause our actual results to differ materially from those
expressed or implied by such forward-looking statements include:

     o    our ability to successfully complete pre-clinical and clinical
          development of our products;
     o    our ability to obtain and timely enforce patent and other intellectual
          property protection for our technology and products;
     o    our ability to avoid, either by product design, licensing arrangement
          or otherwise, infringement of third parties' intellectual property;
     o    decisions, and the timing of decisions made by health regulatory
          agencies regarding approval of our products;
     o    our ability to complete and maintain corporate alliances relating to
          the development and commercialization of our technology and products;
     o    the competitive environment and impact of technological change;
     o    the continued availability of capital to finance our activities in the
          event that profitability is not achieved; and
     o    other factors we discuss under "Risk Factors."

     We undertake no obligation to update publicly or revise any forward-looking
statements, whether as a result of new information, future events or otherwise,
except as may be required under applicable securities laws.

                                 CAPITALIZATION

     On November 25, 2003, our shareholders approved a one-for-seven
consolidation of our common shares and on December 1, 2003, WorldHeart filed
Articles of Amendment effecting the share consolidation. Unless otherwise noted,
in this document, numbers of common shares or warrants refer to the
"post-consolidation" common shares or warrants. In certain instances, where
noted, and for clarity of disclosure, we have referred to "pre-consolidation
common shares" and "post-consolidation common shares" or "on a pre-consolidated
basis" or "on a post-consolidated basis."

     The following table sets forth our capitalization as of September 30, 2003
and as of November 30, 2003 on an actual basis:

<TABLE>
<CAPTION>

                                                         September 30,           November 26,            November 26,
                                                             2003                   2003                      2003
                                                           (actual)               (actual)               (as adjusted)
                                                        -------------           ------------            ---------------
<S>                                                 <C>                    <C>                      <C>

Debt(1)                                                 $          -          $         -              $         -

Preferred Shares: issuable in Series; unlimited
number authorized; 1,374,750 Series A Shares of
WorldHeart issued and outstanding at
September 30, 2003(2)                                      27,358,715            27,020,100                       -
                                                     ----------------      ----------------         ----------------
Total debt and preferred shares                            27,358,715            27,020,100                       -
                                                     ================      ================         ================
</TABLE>

                                       10
<PAGE>
<TABLE>
<CAPTION>

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

Shareholders' equity
Common Shares: unlimited number authorized;
approximately 14,518,781 common shares issued
and outstanding at  September 30, 2003, and
approximately 15,018,781 as adjusted(2) (3)             $ 221,065,575         $ 221,065,575            $ 259,459,453


Contributed Surplus(2)                                  $  16,175,724         $  16,175,724            $   7,325,920

Accumulated Deficit at September 2003
(unaudited)(4)                                          ($205,120,770)        ($205,120,770)           ($205,120,770)
                                                     ----------------      ----------------         ----------------

Total stockholders' equity (deficit)                    $  32,120,529         $  32,120,529            $  61,664,603
                                                     ----------------      ----------------         ----------------

Total capitalization                                    $  59,479,244         $  59,140,629            $  61,664,603
                                                     ================      ================         ================
</TABLE>

____________


(1)  There are no indirect or contingent liabilities at September 30, 2003 or
     currently.

(2)  On November 27, 2003, 1,374,750 Series A Shares of WorldHeart were
     exchanged for 500,000 post-consolidation common shares of WorldHeart and
     1,000,000 post-consolidation warrants, each exercisable for one common
     share of WorldHeart at $8.05 expiring November 27, 2008. As at November 25,
     2003, the total capital value of $38,393,878 was added to the outstanding
     value of the common shares, the value of the outstanding Series A Shares
     was reduced by $27,020,100, and contributed surplus was reduced by
     $8,849,804.

(3)  Does not include:

          (i)     1,154,494 (333,041 at September 30, 2003) common shares
          reserved for issuance upon exercise of stock options granted under our
          Employee Stock Option Plan (the "ESOP") and 25,714 (25,714 at
          September 30, 2003) common shares reserved for issuance upon exercise
          of non-plan stock options;

          (ii)     321,649 (145,530 at September 30, 2003) common shares
          reserved for issuance upon exercise of stock options available for
          future grant under our ESOP;

          (iii)    18,570 common shares reserved for issuance upon exercise of
          warrants issued to a principal and an associate of the IPO underwriter
          as compensation for early termination of a contract to provide
          investor relations services at an exercise price of US$36.40 per
          common share, expiring June 6, 2004;

          (iv)     92,857 common shares reserved for issuance upon exercise of
          warrants issued to Technology Partnerships Canada as partial
          compensation for a grant program to provide research and development
          funding to us, at an exercise price of $46.27 per common share,
          expiring December 4, 2006;

          (v)     7,142 common shares reserved for issuance upon exercise of
          warrants issued to Investor Relations Group for provision of investor
          relations services, at an exercise price of US$23.17 per common share,
          expiring February 11, 2006;

          (vi)    432,428 common shares reserved for issuance upon exercise of
          warrants issued to the purchasers of special warrants consisting of
          one common share and one common share warrant in December 2002, at an
          exercise price of $42.07 per common share, expiring January 24, 2004;

          (vii)     22,498 common shares reserved for issuance upon exercise of
          warrants issued as underwriters' compensation options in connection
          with the issuance of special warrants in December 2001, at an exercise
          price of $42.35 per common share, expiring December 19, 2005;

                                       11

<PAGE>

          (viii)    22,498 common shares reserved for issuance upon exercise of
          warrants issued as underwriters' underlying warrants forming part of
          the underwriters' compensation options in connection with the issuance
          of special warrants in December 2001 at an exercise price of $42.07
          per common share, expiring on December 19, 2003;

          (ix)     91,000 common shares reserved for issuance upon exercise of
          warrants issued upon the redemption of Series I preferred shares at an
          exercise price of $42.07 per common share, expiring January 24, 2004;

          (x)     28,571 common shares reserved for issuance upon exercise of
          warrants issued to a lender to WorldHeart, at an exercise price of
          $9.10 per common share, expiring December 18, 2007;

          (xi)     191,964 common shares reserved for issuance upon exercise of
          warrants issued in connection with the issuance of 334,821 units in
          January 2003 consisting of one common share and one common share
          warrant at an exercise price of $11.20 per common share, expiring
          December 30, 2007 and January 7, 2008. In April 2003, 142,857 of these
          warrants were exercised, leaving 191,964 warrants unexercised;

          (xii)    33,482 common shares reserved for issuance upon exercise of
          warrants forming part of the broker warrants issued in connection with
          the January 2003 unit issue, at an exercise price of $11.20 per common
          share, expiring December 31, 2004;

          (xiii)     33,482 common shares reserved for issuance upon exercise
          of warrants issued as compensation warrants forming part of the broker
          warrants issued in connection with the January 2003 unit issue, at an
          exercise price of $11.20 per common share, expiring December 31, 2007;

          (xiv)     251,428 common shares reserved for issuance upon exercise of
          warrants issued as compensation for the early exercise of 142,857
          warrants issued in connection with the issuance of units in January
          2003, at an exercise price of $11.20 per common share, expiring April
          2, 2008;

          (xv)     428,571 common shares reserved for issuance upon exercise of
          warrants issued to lenders to WorldHeart, at an exercise price of
          $11.20 per common share, expiring January 29, 2008;

          (xvi)     171,428 common shares reserved for issuance upon exercise of
          warrants issued to the purchasers of $1,200,000 principal amount of
          Senior Subordinated Convertible Debenture in April 2003, at an
          exercise price of $8.40 per common share, expiring July 30, 2006;

          (xvii)     118,571 common shares reserved for issuance upon exercise
          of warrants issued to two lenders in connection with a bridge
          financing on September 4, 2003, at an exercise price of $8.40 per
          common share expiring October 31, 2006;

          (xviii)     10,671,364 common shares reserved for issuance upon
          exercise of warrants issued in connection with the issuance of
          74,699,548 units on September 22, 2003 on a pre-consolidated basis,
          each unit consisting of one pre-consolidation common share and one
          pre-consolidation warrant, at an exercise price of $8.05 per common
          share, expiring September 23, 2008;

          (xix)     1,004,336 common shares reserved for issuance upon exercise
          of warrants issued as Agent's compensation in respect of the issuance
          of units in September 2003, at an exercise price of $8.05 per common
          share expiring September 23, 2008; and

          (xx)     1,000,000 common shares reserved for issuance upon exercise
          of warrants issued to Edwards Lifesciences (U.S.) Inc. on conversion
          of 1,374,570 Series A Shares on November 27, 2003 at an exercise price
          of $8.05 per common share expiring November 27, 2008.

                                       12
<PAGE>

(4)  As of September 30, 2003.


                                 USE OF PROCEEDS

     We will not receive any of the proceeds from the disposition of the common
shares covered by this prospectus.

     If the selling securityholders exercise the warrants, we will receive
proceeds from such exercise. The selling securityholders do not have to exercise
the warrants, and we do not know whether the selling securityholders will choose
to exercise the warrants in whole or in part. The gross proceeds to WorldHeart
in the event that the warrants are exercised in full is expected to be
approximately $32,188,231. We intend to apply any net proceeds we receive from
the exercise of the warrants to augment our working capital and for general
corporate purposes.

                              PLAN OF DISTRIBUTION

     The selling securityholders, which as used in this prospectus includes
donees, pledgees, transferees or other successors-in-interest selling common
shares or interests in common shares received after the date of this prospectus
from a selling securityholder as a gift, pledge, partnership distribution or
other transfer, may, from time to time, sell, transfer or otherwise dispose of
any or all of their common shares or interests in common shares on any stock
exchange, market or trading facility on which the shares are traded or in
private transactions. These dispositions may be at fixed or negotiated prices.

     The selling securityholders may use any one or more of the following
methods when disposing of shares or interests therein:

     - ordinary brokerage transactions and transactions in which the
broker-dealer solicits purchasers;

     - block trades in which the broker-dealer will attempt to sell the shares
as agent, but may position and resell a portion of the block as principal to
facilitate the transaction;


     - purchases by a broker-dealer as principal and resale by the broker-dealer
for its account;

     - an exchange distribution in accordance with the rules of the applicable
exchange;

     - privately negotiated transactions;

     - short sales;

     - through the writing or settlement of options or other hedging
transactions, whether through an options exchange or otherwise;

     - broker-dealers may agree with the selling securityholders to sell a
specified number of such shares at a stipulated price per share;

     - a combination of any such methods of sale; and

     - any other method permitted pursuant to applicable law.

                                       13
<PAGE>

     The selling securityholders may, from time to time, pledge or grant a
security interest in some or all of the common shares owned by them and, if they
default in the performance of their secured obligations, the pledgees or secured
parties may offer and sell the shares of common stock, from time to time, under
this prospectus, or under an amendment to this prospectus under Rule 424(b)(3)
or other applicable provision of the Securities Act of 1933, amending the list
of selling stockholders to include the pledgee, transferee or other successors
in interest as selling stockholders under this prospectus. The selling
securityholders also may transfer the common shares in other circumstances, in
which case the transferees, pledgees or other successors in interest will be the
selling beneficial owners for purposes of this prospectus.

     In connection with the sale of our common shares or interests therein, the
selling securityholders may enter into hedging transactions with broker-dealers
or other financial institutions, which may in turn engage in short sales of the
common shares in the course of hedging the positions they assume. The selling
securityholders may also sell common shares short and deliver these securities
to close out their short positions, or loan or pledge the common shares to
broker-dealers that in turn may sell these securities. The selling
securityholders may also enter into option or other transactions with
broker-dealers or other financial institutions or one or more derivative
securities which require the delivery to such broker-dealer or other financial
institution of shares offered by this prospectus, which shares such
broker-dealer or other financial institution may resell pursuant to this
prospectus (as supplemented or amended to reflect such transaction).

     In connection with their purchase of our common shares, the selling
securityholders made representations that they purchased the common shares in
the ordinary course of business and at the time of the purchase of the shares
now being registered for resale, the selling securityholders had no agreements
or understandings, directly or indirectly, with any person to distribute those
shares. However, the selling securityholders may nevertheless be deemed to be
"underwriters" within the meaning of Section 2(11) of the Securities Act of
1933. As a result, the selling securityholders will be subject to the prospectus
delivery requirements of the Securities Act of 1933.

     The selling securityholders also may resell all or a portion of the shares
in open market transactions in reliance upon Rule 144 under the Securities Act
of 1933, provided that they meet the criteria and conform to the requirements of
that rule.

     Upon being notified by any selling securityholder that such selling
securityholder has entered into any material arrangement with a broker-dealer
for the sale of the shares through a block trade, special offering, exchange
distribution or secondary distribution or a purchase by a broker or dealer, we
will file a supplement to this prospectus, if required, pursuant to Rule 424(b)
under the Securities Act of 1933, disclosing:

     - the name of the selling securityholder and the participating
broker-dealers;

     - the number of shares involved;

     - the price at which the shares were sold;

     - the commissions paid or discounts or concessions allowed to these
broker-dealers, where applicable;

                                       14


<PAGE>

     - that the broker-dealers did not conduct any investigation to verify the
information set out or incorporated by reference in this prospectus; and

     - other facts material to the transactions.

     Each selling securityholder and any other person participating in such
distribution will be subject to applicable provisions of the Securities Exchange
Act of 1934, and the rules and regulations thereunder, including, without
limitation, Regulation M of the Securities Exchange Act of 1934, which may limit
the timing of purchases and sales of any of the common shares by the selling
securityholders and any other participating person. Regulation M may also
restrict the ability of any person engaged in the distribution of the common
shares to engage in market-making activities with respect to the common shares.
All of the foregoing may affect the marketability of the common shares and the
ability of any person or entity to engage in market-making activities with
respect to the common shares.

     We may be indemnified by a selling securityholder against civil
liabilities, including liabilities under the Securities Act, that may arise from
any written information furnished to us by the selling securityholder
specifically for inclusion in this prospectus, in accordance with the
registration rights agreement, or we may be entitled to contribution. The
selling securityholders may agree to indemnify any agent, dealer or
broker-dealer that participates in transactions involving sales of our common
shares against civil liabilities, including liabilities under the Securities
Act.

                             SELLING SECURITYHOLDERS

     On September 23, 2003, we completed the sale of 74,699,548 units on a
pre-consolidated basis. The units were issued pursuant to a resolution of our
board of directors dated September 10, 2003. Each unit consisted of one
pre-consolidation common share and one pre-consolidation warrant. Following the
consolidation of our shares on a one-for-seven basis, these units represent
10,671,364 common shares and 10,671,364 warrants. As part of the sale of the
units, a total of 1,004,336 agent's warrants (on a post-consolidated basis) were
granted to the agents who participated in the private placement of the units.
Each agent's warrant is exercisable for one common share at an exercise price of
$8.05 per common share until September 23, 2008.

     Each warrant, including the agent's warrants, is exercisable into one
common share at an exercise price of $8.05 per share (subject to adjustment as
provided by the terms of the warrants and warrant indenture). The selling
securityholders may exercise the warrants on or before September 23, 2008. We
may call the warrants at any time should the closing price of the common shares
equal or exceed $17.50 on the Toronto Stock Exchange for 20 consecutive trading
days and the warrantholders must exercise their rights prior to the expiration
of a 30-day notice period or any and all further exercise rights with respect to
that portion of their warrants shall cease upon the expiration of the notice
period. In any three-month period no more than the lesser of (i) 20% of the
aggregate amount of warrants initially issued to a warrantholder or (ii) the
number of warrants held by the warrantholder, may be called by us and we may not
call additional warrants in any subsequent three-month period unless all the
conditions are again met. All warrants must be called simultaneously on the same
terms. It shall be a condition to any transfer or exchange of warrants that the
transferring warrantholder and the new warrantholder enter into a written
agreement pursuant to which they agree to allocate on a pro rata basis any call
of warrants by us, such that we shall have the right to call the same number of
warrants that we would have called if the transfer or exchange had not occurred,
occurring from and after the effective date of such transfer or exchange.

                                       15

<PAGE>

     A total of 5,107,994 post-consolidation common shares and 5,107,994
post-consolidation common shares underlying the warrants were issued to Canadian
purchasers of the units in the September 23, 2003 private placement transaction.
Of these, a total of 2,550,538 post-consolidation common shares and 2,550,538
post-consolidation common shares underlying warrants are included in the
registration statement of which this prospectus forms a part.

Edwards Lifesciences LLC and Edwards Lifesciences (U.S.) Inc.

     Edwards converted 4,981,128 Series A cumulative participating preferred
shares of World Heart Inc., a subsidiary of WorldHeart, into 711,589
post-consolidation common shares on September 22, 2003.

     On November 25, 2003, WorldHeart's shareholders approved an amendment to
the Articles of Incorporation of WorldHeart to permit the conversion of
1,374,570 Series A Shares of WorldHeart held by Edwards Lifesciences (U.S.) Inc.
into 500,000 post-consolidation common shares and warrants to acquire 1,000,000
post-consolidation common shares at an exercise price of $8.05 per share,
expiring November 27, 2008. Further to the approval of the shareholders, on
November 26, 2003, WorldHeart filed Articles of Amendment to amend the rights
and privileges of the Series A Shares and on November 27, 2003 Edwards
Lifesciences (U.S.) Inc. converted its 1,374,570 Series A Shares into 500,000
post-consolidation common shares and warrants to acquire 1,000,000
post-consolidation common shares.

     The common shares issued to Edwards and the common shares and common shares
underlying the warrants issued to Edwards Lifesciences (U.S.) Inc. are included
in the registration statement of which this prospectus forms a part.

Material Relationships with Selling Securityholders

     Except as described below, no selling securityholder has had a material
relationship with WorldHeart or any of its affiliates within the past three
years. We have an amended and restated distribution agreement with Edwards, a
selling securityholder under this prospectus, whereby Edwards is the sole
distributor in Japan of our heart assist products until June 30, 2005. We have
also entered into a supply agreement with Edwards, whereby Edwards is the sole
supplier of certain components of our heart assist products until June 30, 2005.
Edwards and Sherfam Inc., selling securityholders under this prospectus, entered
into a $1,000,000 bridge loan agreement with us for $470,000 loaned by Edwards
and $530,000 loaned by Sherfam on September 4, 2003, which bore interest at a
rate of 14% per annum and carried a fee of 4%, which was paid when the loan was
repaid in full on September 23, 2003. In connection with the bridge loan
agreement, we issued 118,571 post-consolidation warrants with (75,714 to Sherfam
and 42,857 to Edwards) each warrant exercisable into one common share of
WorldHeart at a price of $8.40 per share, exercisable until October 31, 2006. On
July 30, 2003, we issued Senior Subordinated Convertible Debentures in the
principal amount of $800,000 to Sherfam Inc. and $400,000 to YMG Private Wealth
Opportunities Fund, a selling securityholder under this prospectus, which bore
interest at a rate of 14% per annum and was repaid in full in September 2003. In
connection with the sale, warrants were issued to purchase 171,428
post-consolidated common shares (125,714 to Sherfam and 45,714 to YMG) at an
exercise price of $8.40 per share for a period of three years. On January 28,
2003, we entered into a senior loan agreement for loans totaling $7,000,000,
including $2,000,000 from Sherfam Inc., and a subordinated loan agreement for
loans totaling $3,000,000, including $1,000,000 from Sherfam Inc. and $2,000.000
from Edwards. The loans bore interest at a rate of 18%. We paid the lenders a
fee of 4% and issued them a total of 428,571 post-consolidation warrants,
including 131,428 post-consolidation warrants to Sherfam and 125,714 to Edwards,
with each warrant exercisable into one

                                       16

<PAGE>

common share of World Heart for a period of five years at a price of $11.20 per
share. The loans were repaid on September 23, 2003.

Agent's Warrants

     The agent for the Canadian purchasers of the units was issued a total of
448,000 post-consolidation warrants, at an exercise price of $8.05 per share
expiring September 23, 2008. The common shares underlying these warrants are
included in the registration statement of which this prospectus forms a part.

Shares Being Registered

     This registration statement is being filed to register the 3,762,127
post-consolidation common shares issued to the Canadian purchasers of units who
have elected to participate in this registration, Edwards and Edwards
Lifesciences (U.S.) Inc., as outlined above, and the 3,998,538
post-consolidation common shares underlying the warrants issued to the Canadian
purchasers of units, Edwards Lifesciences (U.S.) Inc. and the Canadian agent,
also as outlined above.

     The selling securityholders will determine the number of common shares that
they actually sell. This will depend upon a number of factors, including, among
other things, the market price of the common shares. Because the selling
securityholders may offer all, some or none of the common shares that they hold,
and because the offering contemplated by this prospectus is currently not being
underwritten, we cannot estimate the number of common shares that will be held
by the selling securityholders upon or prior to the termination of this
offering. For purposes of the table below, we assume that each warrant is
exercisable into one common share. We also assume that the selling
securityholders will sell all common shares offered hereby. This is reflected
under "Beneficial Ownership After the Offering."

     All information as to beneficial ownership of common shares has been
furnished by or on behalf of the selling securityholders. Except as described
above, the selling securityholders have sole voting and investment power over
the common shares listed in the table.

     WorldHeart is authorized to issue (i) an unlimited number of common shares
without par value, of which 15,023,781 post-consolidation common shares are
issued and outstanding, as at January 16, 2004, and (ii) an unlimited number of
preferred shares without par value, issuable in series, of which 1,374,570
Series A Shares are authorized and none are issued and outstanding. The
beneficial ownership information in the table below is based on 15,023,781
common shares and 14,615,190 common share purchase warrants, for a total of
29,638,971 common shares and common shares issuable upon exercise of common
share purchase warrants outstanding as of January 20, 2004.

                                       17
<PAGE>
<TABLE>
<CAPTION>

                                      Beneficial Ownership                                        Beneficial Ownership
                                       Before the Offering                                         After the Offering
                             ---------------------------------------                     --------------------------------------
                                                                        Common Shares
                               Number of Common      Percentage of         Offered        Number of Common     Percentage of
           Name                     Shares               Class             Hereby              Shares              Class
---------------------------    ----------------      -------------      ------------      ---------------      --------------
<S>                               <C>                    <C>               <C>                <C>                  <C>
Sceptre Investment
Counsel Limited
26 Wellington St. East
12th Floor
Toronto, Ontario
M5E 1W4(8)..............          2,965,712(1)           10.0              2,965,712             -                   -

Marquest Investment
Counsel Inc.
181 Bay Street
Suite 2340
BCE Place
Toronto, Ontario
M5J 2T3(9)..............            431,426(1)            1.5                431,426             -                   -

BioCapital
Biotechnology and
Healthcare Fund
3690 rue de la
Montagne
Montreal, Quebec
H3G 2A8(10).............            557,140(1)            1.9                557,140             -                  -

Sherfam Inc
150 Signet Drive
Toronto, Ontario
M9L IT9(11)...............        1,114,800(2)            3.8                832,514           282,286               1.0

YMG Private Wealth
Opportunities Fund
1 Queen Street East
M5C 2W5(12).............            400,000(3)            1.3                314,284            85,716               0.3

Edwards Lifesciences
LLC
One Edwards Way
Irvine, California
92614(13).................        2,495,108(4,5)          8.4              2,211,589           283,519               1.0

Research Capital
Corporation
222 Bay Street
Suite 1500
Toronto, Ontario
M5K 1J5.................            448,000(6,7)          1.5                448,000              -                   -
                                 ---------------        ---------        -----------           -------              --------


     Total                        8,412,186              28.4(14)          7,760,665           651,521               2.2(14)
                                 ===============        =========        ===========           =======              ========
</TABLE>

                                         18

<PAGE>

------------
(1) Fifty percent of this number is comprised of common shares held directly and
fifty percent of this number is comprised of common shares issuable upon the
exercise of warrants, which common shares are covered by this prospectus.

(2) This number includes 416,257 common shares held directly, 416,257 common
shares issuable upon exercise of the warrants, which common shares are covered
by this prospectus, and 282,286 common shares issuable upon exercise of
warrants, which common shares are not covered by this prospectus.

(3) This number includes 157,142 common shares held directly and 157,142 common
shares issuable upon exercise of the warrants, which common shares are covered
by this prospectus, and 85,716 common shares issuable upon exercise of warrants,
which common shares are not covered by this prospectus.

(4) This number includes 711,589 common shares held directly by Edwards
Lifesciences LLC, which common shares are covered by this prospectus, and
168,571 common shares issuable upon the exercise of warrants, which common
shares are not covered by this prospectus.

(5) This number includes 500,000 common shares held directly by Edwards
Lifesciences (U.S.) Inc., which common shares are covered by this prospectus,
1,000,000 common shares issuable upon exercise of the warrants, which common
shares are covered by this prospectus, and 114,948 common shares issuable upon
the exercise of warrants, which common shares are not covered by this
prospectus.

(6) This number includes 448,000 common shares issuable upon exercise of the
agent's warrants, which common shares are covered by this prospectus.

(7) Mr. William C. Garriock, a member of our board of directors, is a nominee of
Research Capital Corporation, the Canadian placement agent in the September 2003
private placement transaction, pursuant to the agency agreement dated September
22, 2003 between Research Capital Corporation and WorldHeart. Patrick Walsh, the
President and CEO of Research Capital Corporation, holds voting or dispositive
power over the securities.

(8) There are 1,742,856 common shares and warrants in the Sceptre Pooled
Investment Fund Small Capitalization Section and 1,222,856 common shares and
warrants in the Sceptre Equity Growth Fund. Sceptre Investment Counsel Limited
as manager and/or trustee, and Allan Jacobs, as Fund Manager, hold voting or
dispositive power over the common shares and warrants.

(9) There are 18,628 common shares and warrants in the Marquest Burnac Canadian
Equity Growth Fund, 102,856 common shares and warrants in the Marquest Canadian
Equity Fund, 246,142 common shares and warrants in the Marquest Canadian Equity
Growth Fund and 63,800 common shares and warrants in the Marquest Balanced Fund.
Gerald L. Brockelsby and Andrew Cook, as Partners of Marquest Investment Counsel
Inc. and Managers of the fund, hold voting or dispositive power over the common
shares and warrants.

                                       19
<PAGE>
(10) There are 371,428 common shares and warrants in the BioCapital
Biotechnology and Healthcare Fund, 71,428 common shares and warrants in the
BioCapital Global Pooled Biotechnology Fund and 114,284 common shares and
warrants held for Sogesbio. Normand Balthazard, as Managing General Partner of
the BioCapital Biotechnology and Healthcare Fund, holds voting or dispositive
power over the common shares and warrants.

(11) Barry Sherman, as President of Sherfam Inc., holds voting or dispositive
power over the common shares and warrants.

(12) Neil Nisker, as President of YMG Private Wealth Management, holds voting or
dispositive power over the common shares and warrants.

(13) Michael Mussallem, as Chief Executive Officer of Edwards Lifesciences LLC,
holds voting or dispositive power over the common shares and warrants.

(14) Totals for percentage of class do not add up to aggregate individual
percentages due to rounding.

                               MATERIAL CONTRACTS

     On June 30, 2000, we entered into a distribution agreement with Edwards
whereby Edwards would be the sole distributor, except in the United States, of
our heart assist and heart replacement products for a period of five years
commencing July 1, 2000. As a result of the distribution agreement, WorldHeart
is obligated to pay Edwards a minimum annual fee of $2 million less the actual
gross margin for the duration of the agreement. On June 30, 2000, we also
entered into a supply agreement with Edwards whereby Edwards would be the sole
supplier of certain components of our heart assist products for a period of five
years. We are currently in discussions with Edwards to take back our
distribution rights in all territories, with the exception of Japan, and to
establish a direct sales structure commencing in Europe. We have not yet reached
a definitive agreement with Edwards.

     On June 30, 2000, we issued 1,374,570 Series A Shares to Edwards
Lifesciences (U.S.) Inc. for US$20.0 million that were convertible at Edward's
option after June 30, 2006 into 196,367 post-consolidation common shares
(representing a per share conversion price of US $101.85), plus additional
common shares for the accumulated but unpaid dividends to the date of
conversion, without payment of additional consideration. These preferred shares
are non-voting. Edwards could nominate one director of WorldHeart pursuant to a
shareholders agreement. These shares are callable for cash at the face amount
plus accumulated but unpaid dividends at our option at any time up to June 30,
2007, at which time they are mandatorily redeemable for the face amount of
US$20.0 million plus accumulated dividends. Dividends accumulate at 5% per year
for the first three years and 10% per year for years four through seven.

     On September 22, 2003, we entered into a Conversion Agreement with Edwards
Lifesciences (U.S.) Inc. which provided that, subject to shareholder approval,
WorldHeart would acquire for cancellation the 1,374,570 Series A Shares of
WorldHeart held by Edwards Lifesciences (U.S.) Inc. by issuing to Edwards
Lifesciences (U.S.) Inc. upon the conversion of those shares, 500,000
post-consolidation common shares of WorldHeart and 1,000,000 warrants, each
exercisable for one post-consolidation common share of WorldHeart. On November
25, 2003, WorldHeart's shareholders approved an amendment to the Articles of
Incorporation of WorldHeart to permit the conversion of 1,374,570 Series A
Shares of WorldHeart into 500,000 post-consolidation common shares and warrants
to acquire 1,000,000 post-consolidation common shares at an exercise price of
$8.05 per share, expiring November 27, 2008. On November 26, 2003, WorldHeart
filed Articles of Amendment to amend the terms of the Series A Shares and on
November 27, 2003 Edwards Lifesciences (U.S.) Inc. converted its 1,374,570
Series A shares into 500,000 post-consolidation common shares and warrants to
acquire 1,000,000 post-consolidation common shares.

                                       20
<PAGE>
     On May 24, 2000, WorldHeart, Edwards, Novacor and World Heart Inc. entered
into a contribution agreement pursuant to which WorldHeart acquired the assets
and liabilities of Novacor from Edwards through World Heart Inc. On May 24,
2000, WorldHeart and Edwards also entered into an exchange agreement pursuant to
which Edwards received the right for one year following the second anniversary
of the issuance to it of 4,981,128 Series A cumulative participating preferred
shares of World Heart Inc. to require us to exchange those shares for an equal
number of WorldHeart common shares. On May 8, 2002, WorldHeart and Edwards
amended the exchange agreement and the contribution agreement to extend the
period of time within which Edwards could require the exchange of shares to two
years and to extend the commencement date of the exchange window by one year. As
consideration for the extension of this period, Edwards agreed that the dividend
payable on its preferred shares would be decreased by one percent effective July
1, 2002. On September 22, 2003, WorldHeart and Edwards amended the exchange
agreement to shorten the commencement date of the exchange window by one year
and Edwards exchanged the 4,981,128 Series A cumulative participating preferred
shares of World Heart Inc. for 4,981,128 pre-consolidation common shares, being
711,589 post-consolidation common shares.

     In November 2001, WorldHeart was approved for a grant from Technology
Partners Canada (TPC) pursuant to a TPC agreement with the Minister of Industry
for Canada. The amount to be received pursuant to this grant is equal to the
lesser of $9.98 million or 31.1% of eligible costs incurred by us in connection
with the prototype development and clinical trials of HeartSaver. These costs
are subject to review and acceptance by Industry Canada. WorldHeart is required
to pay TPC a royalty equal to 1% of gross revenues from the first version of
HeartSaver for a period of six years from commencement of commercial sales. If
by the end of this period cumulative royalties have not reached $19.7 million,
the royalty period will continue for a further four years or until cumulative
royalties are $19.7 million, whichever comes first. As part of the agreement,
TPC received 650,000 warrants for 92,857 post-consolidation common shares of
WorldHeart, exercisable until December 2006 at an exercise price of $46.27 per
share. On May 21, 2003, the agreement was amended in order to allow changes in
the HeartSaver development program to be considered eligible costs. TPC's
royalty was also amended to .65% of consolidated gross business revenues for a
period commencing in January 2004 and ending in January 2012. In the event that
cumulative royalty payments have not reached $26.4 million by this date, the
royalty period will continue for a further three years or until the cumulative
royalties reach $26.4 million, whichever comes first.

     On December 19, 2001, pursuant to a private placement, we issued 3,027,000
special warrants for net proceeds of $14,886,649 after deducting expenses of the
placement of $1,761,851. Each special warrant was convertible without additional
consideration into one common share of WorldHeart and one warrant to purchase
one common share, resulting in the issuance of 432,428 post-consolidation common
shares and 432,428 post-consolidation common share warrants. Each warrant is
exercisable at a price of $42.07 per share until January 24, 2004. In connection
with the private placement of the special warrants, on December 19, 2001, we
entered into an underwriting agreement with Yorkton Securities Inc. and First
Associates Investments Inc. We granted the underwriters and agents 157,490
warrants to acquire an aggregate of 157,490 underwriters' compensation options.
On a post-consolidation basis, seven such options entitle the holder to acquire
one common share of WorldHeart, for a total of 22,498 common shares, and one
underwriters' underlying warrant, for a total of 22,498 underlying warrants at
an exercise price of $42.35 per share. The underwriters' compensation options
are exercisable for a four-year period ending December 19, 2005. Each
underwriters' underlying warrant entitles the holder to acquire one common share
at an exercise price of $42.07 per share until December 19, 2003.

     In connection with the December 19, 2001 transaction, on January 17, 2002,
we filed a final short-form prospectus with Canadian securities regulatory
authorities to qualify the 432,428 post-consolidation common shares and 432,428
post-consolidation warrants assumable upon the exercise of the special warrants
and 157,490 underwriters' compensation options assumable upon the exercise of

                                       21
<PAGE>
the underwriters' warrants. All of the special warrants were deemed to have been
exercised by the holders on January 24, 2002.

     In connection with the formation of 2007262 Ontario Inc. on December 19,
2001 we entered into an asset transfer agreement with 2007262 Ontario Inc.
pursuant to which WorldHeart sold to 2007262 Ontario Inc. certain technology in
exchange for 100,000 Series 2 preferred shares of 2007262 Ontario Inc. and a
promissory note in the amount of $2,000,000. The promissory note was repaid to
WorldHeart from the proceeds of Series 1 preferred shares of 2007262 Ontario
Inc., subscribed for by New Generation Biotech (Equity) Inc. or "NewGen." The
balance of the Series 1 preferred share proceeds were used to improve and
enhance the technology transferred by WorldHeart. On January 31, 2003, and
pursuant to the terms of the agreement, NewGen redeemed the Series 1 preferred
shares for 637,000 pre-consolidation common shares of WorldHeart and 637,000
pre-consolidation warrants of WorldHeart, being 91,000 common shares and 91,000
warrants on a post-consolidation basis. Each warrant is exercisable into one
common share of WorldHeart at a price of $42.07 at any time up to January 24,
2004.

     On December 18, 2002, we entered into a $2,000,000 non-revolving term
credit agreement. The loan had a maturity of June 18, 2003 and an interest rate
of 2% per month. The loan was collateralized by a general security agreement
granting a security interest in all of our assets. We issued 200,000
pre-consolidation warrants, being 28,571 post-consolidation warrants, to the
lender, each post-consolidation warrant being exercisable for one common share
of WorldHeart at a price of $9.10 per share exercisable until December 18, 2007.
This loan was repaid in full on January 28, 2003 and the security agreements
were discharged.

     In separate transactions on January 3, 2003 and January 8, 2003, we
completed private placements totaling 2,343,750 units at a price of $1.28 per
unit for gross proceeds of $3,000,000 (issue costs were $384,728). Each unit
comprises one pre-consolidation common share and one warrant to purchase a
pre-consolidation common share, for a total of 334,821 post-consolidation common
shares and 334,821 post-consolidation warrants. Each post-consolidation warrant
is exercisable into one common share at an exercise price of $11.20 per share
for a period of five years. In association with the transaction we also granted
234,374 broker warrants, being 33,482 post-consolidation broker warrants, to the
placement agent. Each post-consolidation broker warrant is exercisable at a
price of $11.20 per share into one common share and one compensation warrant at
any time prior to December 31, 2004. Each compensation warrant is exercisable
into one common share of WorldHeart at a price of $11.20 per common share at any
time prior to December 31, 2007.

     On January 28, 2003, we entered into a senior loan agreement for loans
totaling $7,000,000 and a subordinated loan agreement for loans totaling
$3,000,000 and an intercreditor agreement. The loans were originally scheduled
to mature on July 31, 2003 and bear interest rates of 18% per annum payable
monthly in arrears. The loans were to be repaid in full on the earlier of the
maturity date or the completion of a replacement financing. These loans were
amended to extend the maturity date from July 31, 2003 to August 15, 2003 and
then further extended to September 23, 2003. The loans were repaid on September
23, 2003. We paid the lenders a fee of 4% and issued them a total of 3,000,000
pre-consolidation warrants, or 428,571 post-consolidation warrants, with each
post-consolidation warrant exercisable into one common share of WorldHeart for a
period of five years at a price of $11.20 per share. As collateral for the
loans, we entered into general security agreements granting a security interest
in all of our assets. Upon repayment of the loans, the security agreements were
discharged.

                                       22
<PAGE>
     On April 2, 2003, we issued 1,000,000 pre-consolidation common shares, or
142,857 post-consolidation common shares, at a price of $11.20 per share for
gross proceeds of $1,600,000 pursuant to the exercise of previously issued
warrants with an expiry date of January 2, 2008. As compensation for the early
exercise of the warrants an additional 1,760,000 pre-consolidation or 251,428
post-consolidation warrants were issued. These warrants are exercisable into
common shares of WorldHeart at $11.20 per share until April 2, 2008.

     On July 23, 2003, we entered into a Note Purchase Facility Agreement with
Export Development Canada to assist WorldHeart in its export marketing
activities by permitting customers outside of Canada to pay for purchases by
issuing a note payable at an agreed future date, with Export Development Canada
purchasing the note from WorldHeart. The facility is for a maximum of
US$4,000,000 and will carry an interest rate as set for each note purchase by
Export Development Canada, payable semi-annually in arrears.

     On July 30, 2003, we issued Senior Subordinated Convertible Debentures in
the principal amount of $1,200,000, guaranteed by WorldHeart Inc. The debentures
had a maturity date of October 29, 2003 and were convertible at the holder's
option into common shares of WorldHeart for $1 per share. The debentures were
callable by us at any time after September 15, 2003, upon payment of the
outstanding principal amount plus accrued interest, subject to the prior right
of the holders to convert. The debentures had an interest rate of 14% per annum,
and, in connection with the sale, warrants to purchase 1,200,000
pre-consolidation common shares, or 171,428 post-consolidation common shares at
an exercise price of $8.40 per share for a period of three years were issued. As
security for the debentures, we entered into a general security agreement
granting a security interest in all of our assets. The debentures were repaid,
in full, on September 23, 2003 and on September 24, 2003 and the security
agreements were discharged.

     On September 4, 2003, we entered into a Bridge Loan Agreement for a loan of
$1,000,000. The loan bore interest at a rate of 14% per annum payable monthly in
arrears and was repayable, in full, at the earlier of the completion of a
financing event and October 22, 2003. The loan also carried a fee of 4%, payable
at the time of repayment, and in connection with the loan we issued 830,000
pre-consolidation warrants, or 118,571 post-consolidation warrants with each
warrant exercisable into one common share of WorldHeart at a price of $8.40 per
share exercisable until October 16, 2006. This loan was repaid, in full, on
September 23, 2003.

     On September 10, 2003, we entered into the Novacor Liquidating Trust Buyout
Agreement which provided WorldHeart with a right to repurchase, upon the payment
of US$1,500,000, the Novacor Liquidating Trust's entitlement to royalties on
revenues generated from the sale of our Novacor LVAS and equipment. On September
22, 2003 we exercised our repurchase right.

     On September 23, 2003, we completed a private placement in Canada and the
United States of 74,699,458 units at a price of $0.85 per unit for gross
proceeds of $63,492,980 (issue costs were $6,692,980). Each unit comprised one
pre-consolidation common share and one warrant to purchase a pre-consolidation
common share of WorldHeart, representing a total of 74,699,458 pre-consolidation
common shares, or 10,671,351 post-consolidation common shares, and 74,699,458
pre-consolidation warrants, or 10,671,351 post-consolidation warrants. Each
post-consolidation warrant is exercisable into one common share at an exercise
price of $8.05 per share (subject to adjustment as provided by the terms of the
warrant and warrant indenture) until September 22, 2008. In association with the
transaction we also granted 7,030,355 pre-consolidation, or 1,004,336
post-consolidation agents' warrants to the agents. Each post-consolidation
agents' warrant is exercisable at a price of $8.05 per share into one common
share for a period of five years. As part of the private placement, WorldHeart
entered into, on

                                       23
<PAGE>
September 23, 2003, a registration rights agreement with the purchasers of units
in the United States in which we agreed to register the common shares and the
common shares that are issuable upon exercise of the warrants held by them. On
October 22, 2003, we filed a registration statement on Form F-3 (File No.
333-109876) with the SEC, which the SEC declared effective on October 30, 2003.
We also agreed to use commercially reasonable efforts to cause that registration
statement to remain continuously effective until the earlier of (i) such date as
all of the securities that can be sold under the prospectus which forms a part
of that registration statement by the selling securityholders have been sold,
and (ii) such time as the securities covered by the prospectus which forms a
part of that registration statement are no longer subject to restrictions on
resale as provided in Rule 144(k) under the Securities Act of 1933. We agreed,
in the U.S. purchase agreement, that we will prepare and submit to Nasdaq an
application to list our common shares on the Nasdaq SmallCap Market. If our
common shares are not listed on the Nasdaq SmallCap Market on or before May 1,
2004 we will make pro rata payments to each U.S. purchaser as liquidated damages
in an amount equal to 1.5% of the aggregate amount invested by such U.S.
purchaser for each 30-day period or pro rata for any portion thereof following
May 1, 2004 until the common shares are listed on the Nasdaq SmallCap Market.
The May 1, 2004 deadline shall be extended, if necessary, and we will not have
to pay any liquidated damages until four weeks after such time as we meet the
requirements of Nasdaq Marketplace Rules 4310(c)(2)(A)(ii) and 4310(c)(4) for
inclusion of our common shares on the Nasdaq SmallCap Market.

     We also entered into a warrant indenture with CIBC Mellon Trust Company, as
warrant agent, which sets forth the terms and conditions of the warrants issued
to the purchasers of units in Canada and the United States and an agency
agreement with the Canadian agent, Research Capital Corporation which set forth
certain representations and warranties and terms and conditions with respect to
the issue of units to purchasers in Canada. The form of registration rights
agreement, form of U.S. purchase agreement and the warrant indenture were filed
as exhibits to the registration statement filed with the SEC on October 22,
2003.

     On December 31, 2003, WorldHeart amended its distribution agreement with
Edwards. Since WorldHeart's acquisition of Novacor in 2000, Edwards has been
responsible for worldwide distribution of our Novacor LVAS and associated
hardware with the exception of the United States where WorldHeart sells
directly. In an effort to have greater control over its sales, distribution and
customer support WorldHeart entered into the amendment in order to take direct
responsibility for worldwide distribution of the Novacor LVAS and related
products worldwide with the exception of Japan, where Edwards will continue to
be the exclusive distributor for WorldHeart. In conjunction with this
arrangement, WorldHeart and Edwards entered into a transition services agreement
on December 31, 2003, under which for a period of three months Edwards will
assist WorldHeart until WorldHeart's European operations are fully functional.
WorldHeart also entered into an interim distribution agreement with a
Netherlands company, referred to in this prospectus as the Interim European
Distributor, which commenced on December 31, 2003 and terminates on June 30,
2004. The Interim European Distributor will provide WorldHeart with distribution
capabilities in Europe until WorldHeart's European distribution infrastructure
is in place and operational. In order to allow the Interim European Distributor
to service the European market without interruption, the Interim European
Distributor has purchased all of Edwards' Novacor LVAS and related equipment
inventory as at December 31, 2003 which totalled approximately (euro)2.0 million
and which may be resold only to customers of WorldHeart, at
WorldHeart-negotiated terms. WorldHeart, upon request from the Interim European
Distributor, will be required to purchase any unsold inventory that was acquired
from Edwards.

                                       24
<PAGE>
                              EXPENSES OF THE ISSUE

     We will pay the following estimated expenses (not including underwriting
discounts and commissions and expenses reimbursed by us) to be incurred in
connection with the issuance and distribution of the common shares to which this
prospectus relates. Other than the SEC filing fee, all of these expenses are
estimated.


        SEC filing fee.................................            $US7,254.84
        Accounting fees and expenses...................           $US25,000.00
        Legal fees and expenses .......................           $US50,000.00
        Printing and engraving expenses................            $US1,000.00
        Miscellaneous .................................            $US1,000.00
        Total .........................................           $US84,254.84


                                  SHARE CAPITAL

     The authorized share capital of WorldHeart consists of an unlimited number
of common shares without par value and an unlimited number of preferred shares
without par value, issuable in series. As of January 20, 2004, there are
approximately 15,023,781 post-consolidation common shares and no preferred
shares were outstanding.

     Common Shares

     The common shares entitle the holders thereof to one vote at meetings of
the shareholders of WorldHeart, except meetings at which only the holders of
another class or series of shares are entitled to vote and, subject to the prior
rights of holders of any preferred shares, to receive any dividends declared by
the board of directors and to receive the property of WorldHeart upon
liquidation, dissolution or winding up. All outstanding common shares and
preferred shares are fully paid and non-assessable.

     On November 25, 2003, the shareholders of WorldHeart approved an amendment
to the Articles of Incorporation of WorldHeart to consolidate our common shares
on the basis of one new common share for seven existing common shares. On
December 1, 2003, WorldHeart filed Articles of Amendment effecting the share
consolidation. The numbers presented in this section are presented with the
numbers of common shares and common share prices adjusted retroactively to
reflect the consolidation of common shares on a one-for-seven basis.

     As at January 1, 2000, a total of 2,021,506 common shares were issued,
outstanding, and fully paid.

     Common shares issued during the past three fiscal years and the current
fiscal year to date are described below:

     2000

     During the period beginning January 10, 2000 and ending October 20, 2000,
we issued, on a post-consolidated basis, a total of 1,754 common shares upon the
exercise of options pursuant to WorldHeart's ESOP, at prices ranging from $47.60
to $88.69 per share, for total gross and net proceeds of $116,154.

                                       25
<PAGE>


     On January 20, 2000, we issued 332 post-consolidation common shares upon
the exercise of warrants.

     On February 28, 2000, we issued 1,871 post-consolidation common shares upon
the exercise of warrants for total gross and net proceeds of $97,988. These
warrants were exercised by underwriters of previous equity issues who exercised
a portion of their compensation warrants.

     On March 17, 2000, we completed a public offering of 121,428
post-consolidation common shares for net proceeds of $15,132,742 after deducting
issue costs of $199,133.

     On August 16, 2000, we issued 12,740 post-consolidation common shares on
exercise of warrants for total gross and net proceeds of $667,066. These
warrants were exercised by underwriters of previous equity issues who exercised
a portion of their compensation warrants.

     2001

     During the period beginning September 17, 2001 and ending October 12, 2001,
on a post-consolidated basis, a total of 24,900 common shares were repurchased
by us and cancelled, at a price of $34.16 per share, for a total gross and net
cost to us of $850,584.

     On December 19, 2001, we completed, on a pre-consolidated basis, a private
placement of 3,027,000 special warrants at a per-unit price of $5.50, for total
net proceeds of $14,886,649 after deducting issue costs of $1,761,851. Each
special warrant was convertible into one pre-consolidation common share and, on
a post-consolidated basis, in January 2002, the special warrants were converted
into a total of 432,428 common shares and 432,428 warrants at an exercise price
of $42.07 per share for a period of two years.

     2002

     No common shares were issued.

     2003

     In January 2003, we completed, on a pre-consolidated basis, a private
placement of 2,343,750 units at a per-unit price of $1.28, for total net
proceeds of $2,615,272 after deducting issue costs of $384,728. Each unit was
comprised of one pre-consolidation common share and one pre-consolidation
warrant to purchase a common share, or on a post-consolidated basis, a total of
334,821 common shares and 334,821 warrants for a period of five years at a price
of $11.20 per share.

     On January 31, 2003, and pursuant to the terms of an asset transfer
agreement between us and 2007262 Ontario Inc., New Generation Biotech (Equity)
Fund Inc. exchanged Series 1 preferred shares of 2007262 Ontario Inc. for 91,000
post-consolidation common shares of WorldHeart and 91,000 post-consolidation
warrants of WorldHeart at an exercise price of $42.07 per share expiring January
24, 2004. Net proceeds to us totaled $3,420,016 after deducting issue costs of
$83,485.

     On April 2, 2003, we issued 142,857 post-consolidation common shares at a
price of $11.20 per share for net proceeds of $1,568,242 after deducting
transaction costs of $31,758, pursuant to the exercise of previously issued
warrants with an expiry date of January 2, 2008.

                                       26
<PAGE>
     On September 23, 2003, we completed, on a pre-consolidated basis, a private
placement of 74,699,548 units, of which 35,756,000 units were sold to Canadian
purchasers at a per-unit price of $0.85, and 38,943,548 units were sold to
purchasers in the United States at a per-unit price of approximately US$0.62,
for total net proceeds of $56,800,000 after deducting issue costs of $6,692,980.
A total of 10,671,364 post-consolidation common shares and an equivalent number
of warrants were issued as a result of this transaction.

     On September 22, 2003, we issued 711,589 post-consolidation common shares
in exchange for 4,981,128 Series A cumulative participating preferred shares of
World Heart Inc., a subsidiary of WorldHeart, held by Edwards.

     On November 27, 2003, we issued 500,000 post-consolidation common shares
and 1,000,000 post-consolidation warrants, exercisable at $8.05 per share
expiring November 27, 2008 to Edwards Lifesciences (U.S.) Inc. on conversion of
1,374,750 Series A Shares of WorldHeart.

     On December 12, 2003, we issued 5,000 post-consolidation common shares on
the exercise of warrants at a price of $8.40, for total gross proceeds of
$42,000.

     As of January 20, 2004, 15,023,781 post-consolidation common shares were
outstanding.

     Preferred Shares

     The board of directors has the authority to issue an unlimited number of
preferred shares, issuable in series, and to determine prior to any such
issuance the price, rights, preferences privileges and restrictions, including
voting rights, of those shares without any further vote or action by the
shareholders. Preferred shares may, at the discretion of the board of directors,
be entitled to preference over the common shares and any other shares ranking
junior to the preferred shares with respect to the payment of dividends and
distribution of assets in the event of liquidation, dissolution or winding up.
If any cumulative dividends or amounts payable on return of capital are not paid
in full, preferred shares of all issued series would participate rateably in
accordance with the amounts that would be payable on such shares if all such
dividends were declared and paid in full or the sums which would be payable on
such shares on the return of capital if all amounts so payable were paid in
full, as the case may be.

     On May 24, 2000, WorldHeart and Edwards entered into an exchange agreement
pursuant to which Edwards received the right for one year following June 30,
2002 to require WorldHeart to exchange 4,981,128 Series A cumulative
participating preferred shares of World Heart Inc. issued to it on June 30, 2000
for an equal number of WorldHeart common shares. On May 8, 2002, WorldHeart and
Edwards amended the exchange agreement to extend the period of time within which
Edwards may require the exchange of shares to two years and to extend the
commencement date of the exchange window to June 30, 2003. As consideration for
the extension of this period, Edwards agreed that the dividend payable on its
preferred shares of World Heart Inc. would be decreased by one percent effective
July 1, 2002.

     On June 30, 2000, we issued Series A Shares to Edwards Lifesciences (U.S.)
Inc. for US$20.0 million that were convertible at Edwards Lifesciences (U.S.)
Inc.'s option after June 30, 2006 into 1,374,570 pre-consolidation common shares
(representing a per share conversion price of US $14.55). These preferred shares
were non-voting except that Edwards could nominate one director of WorldHeart.
These shares were callable for cash at the face amount plus accumulated but
unpaid dividends at our option at any time up to June 30, 2007, at which time
they were to be mandatorily redeemable for

                                       27
<PAGE>
the face amount of US$20.0 million plus accumulated dividends. Dividends
accumulated at 5% per year for the first three years and 10% per year for years
four through seven.

     On September 22, 2003, WorldHeart and Edwards amended the exchange
agreement to shorten the commencement date of the exchange window by one year
and Edwards converted 4,981,128 Series A cumulative participating preferred
shares of World Heart Inc. into 711,589 post-consolidation common shares on
September 22, 2003.

     On September 22, 2003, we entered into a Conversion Agreement with Edwards
Lifesciences (U.S.) Inc. that provided that, subject to shareholder approval,
WorldHeart would acquire for cancellation the 1,374,570 Series A Shares of
WorldHeart held by Edwards Lifesciences (U.S.) Inc. by issuing to Edwards
Lifesciences (U.S.) Inc. upon the conversion of those shares, 500,000
post-consolidation common shares of WorldHeart and 1,000,000 post-consolidation
warrants, each exercisable for one common share of WorldHeart at $8.05.

     On November 25, 2003, WorldHeart's shareholders approved an amendment to
the Articles of Incorporation of WorldHeart to permit the conversion of
1,374,570 Series A Shares of WorldHeart held by Edwards Lifesciences (U.S.) Inc.
into 500,000 post-consolidation common shares and warrants to acquire 1,000,000
post-consolidation common shares at an exercise price of $8.05 per share,
expiring November 27, 2008. Further to the approval of the shareholders, on
November 26, 2003, WorldHeart filed Articles of Amendment to amend the rights
and privileges of the Series A Shares and on November 27, 2003 Edwards
Lifesciences (U.S.) Inc. converted its 1,374,570 Series A shares into 500,000
post-consolidation common shares and warrants to acquire 1,000,000
post-consolidation common shares.

                                    DIVIDENDS

     To date, we have not paid any dividends on our common shares. Our policy at
the present time is to retain earnings for corporate purposes. The payment of
dividends in the future will depend on the earnings and financial condition of
WorldHeart and on such other factors as the board of directors may consider
appropriate.

                                     EXPERTS

     The financial statements of WorldHeart as of December 31, 2002 and December
31, 2001, and the consolidated statements of loss, shareholders' equity
(deficiency) and cash flows for the years ended December 31, 2002, December 31,
2001 and December 31, 2000, have been incorporated herein by reference in
reliance upon the report of PricewaterhouseCoopers LLP independent auditors, as
indicated in their reports with respect thereto, and included herein in reliance
on the authority of that firm as experts in accounting and auditing in giving
those reports. WorldHeart's lawyers own less than .001% of the issued and
outstanding common shares of WorldHeart.

                       ENFORCEABILITY OF CIVIL LIABILITIES

     We are a corporation organized under the laws of Canada. Several of our
directors, controlling persons and officers, and the experts named in this
prospectus, are residents of Canada, and a substantial portion of their assets
and a majority of our assets are located outside of the United States. As a
result, it may be difficult for investors to effect service of process within
the United States upon the directors, controlling persons, officers and experts
who are not residents of the United States or to enforce against them judgments
of courts of the United States based upon the civil liability under the Federal
securities laws of the United States. McCarthy Tetrault LLP, our Canadian
counsel, has advised us that there is

                                       28
<PAGE>
doubt as to the enforceability in Canada against WorldHeart or against any of
its directors, controlling persons, officers or experts, who are not residents
of the United States, in original actions or in actions for enforcement of
judgments of United States courts, of liabilities based solely upon the Federal
securities laws of the United States.

                             ADDITIONAL INFORMATION

     We have filed with the Securities and Exchange Commission a registration
statement on Form F-3 under the Securities Act of 1933, with respect to the
resale of the common shares described in this prospectus. This prospectus, which
constitutes a part of that registration statement, does not contain all of the
information contained in that registration statement and its exhibits. For
further information with respect to us and our common shares, you should consult
the registration statement and its exhibits. The registration statement and any
of its amendments, including exhibits filed as part of the registration
statement or an amendment to the registration statement, are available for
inspection and copying through the entities listed below.

                       WHERE YOU CAN GET MORE INFORMATION

     We are subject to the informational requirements of the Securities Exchange
Act of 1934 applicable to foreign private issuers and fulfill the obligations of
these requirements by filing reports with the Securities and Exchange
Commission. As a foreign private issuer, we are exempt from the rules under the
Exchange Act relating to the furnishing and content of proxy statements, and our
officers, directors and principal shareholders are exempt from the reporting and
short-swing profit recovery provisions contained in Section 16 of the Exchange
Act. In addition, we are not required under the Exchange Act to file periodic
reports and financial statements with the Securities and Exchange Commission as
frequently or as promptly as U.S. companies whose securities are registered
under the Exchange Act. However, we file with the Securities and Exchange
Commission, within six months after the end of each fiscal year, an annual
report on Form 20-F containing financial statements examined and reported on,
with an opinion expressed, by an independent public accounting firm. In
addition, we furnish the following types of information to the Securities and
Exchange Commission under cover of Form 6-K:

     o    material information we otherwise make publicly available in reports
          that we file with regulatory authorities in Canada;
     o    material information that we file with the Toronto Stock Exchange; and
     o    material information we distribute to our shareholders in Canada.

     You may read and copy the registration statement, including the related
exhibits, the documents incorporated by reference into this prospectus and any
document we file with the Securities and Exchange Commission, without charge at
the Securities and Exchange Commission's public reference room at 450 Fifth
Street, N.W., Washington, D.C. 20549 and at the Commission's regional office at
Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661.
You may also obtain copies of the documents at prescribed rates by writing to
the Public Reference Section of the Securities and Exchange Commission at 450
Fifth Street, N.W., Washington, D.C. 20549. Please call the Securities and
Exchange Commission at 1-800-SEC-0330 for further information on the public
reference room. In addition, the registration statement and the documents
incorporated by reference into this prospectus are publicly available through
the web site maintained by the Securities and Exchange Commission at
www.sec.gov.

                                       29
<PAGE>
                     INCORPORATION OF DOCUMENTS BY REFERENCE

     The SEC allows us to "incorporate by reference" into this prospectus
information from other documents that we file with them, which means that we can
disclose important information by referring to those documents. The information
incorporated by reference is considered to be part of this prospectus, and
information that we file later with the SEC will automatically update and
supersede this information. We incorporate by reference the documents listed
below and any future filings we make with the SEC under Sections 13(a), 13(c) or
15(d) of the Exchange Act (including reports on Form 6-K, if we identify in
those reports that they are being incorporated by reference into this
prospectus) until we have sold all of the common shares to which this prospectus
relates or the offering is otherwise terminated. Each of the following documents
are incorporated by reference on a pre-consolidation basis:

     o    our Annual Report on Form 20-F for the year ended December 31, 2002;
          and
     o    our Reports on Form 6-K furnished to the SEC on July 10, 2003, July
          29, 2003, August 1, 2003, August 7, 2003, August 18, 2003, September
          3, 2003, September 4, 2003, September 15, 2003, September 17, 2003,
          September 23, 2003, September 30, 2003, October 3, 2003, October 21,
          2003, October 28, 2003, October 30, 2003, October 31, 2003, November
          6, 2003, November 6, 2003, November 26, 2003, November 28, 2003,
          December 2, 2003, December 3, 2003, December 4, 2003, December 5,
          2003, January 7, 2004 and January 16, 2004.

     Each of these filings is available in electronic format, through the SEC's
website at www.sec.gov. You may also request a copy of these filings, at no
cost, by writing or telephoning us. Any requests should be directed to:

                          Mark Goudie
                          Vice President, Finance and Chief Financial Officer
                          1 Laser Street
                          Ottawa, Ontario K2E 7V1
                          (613) 226-4278

                                  LEGAL MATTERS

     The validity of the common shares offered hereby will be passed upon by
McCarthy Tetrault LLP, Ottawa, Canada.

                                       30

<PAGE>

                                     PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

Item 8.  Indemnification of Directors and Officers.

     The Business Corporations Act (Ontario) (the "OBCA") permits a corporation
to indemnify a director or officer against all costs, charges and expenses,
including an amount paid to settle an action or satisfy a judgment, reasonably
incurred by him or her in respect of any civil, criminal or administrative
action or proceeding to which such director or officer is made a party by reason
of his or her status as a director or officer where the director or officer
acted honestly and in good faith with a view to the best interests of the
corporation, and in the case of a criminal or administrative action or
proceeding enforced by monetary penalty, the director or officer had reasonable
grounds for believing that his or her conduct was lawful. The OBCA requires the
corporation to so indemnify such director or officer who has been substantially
successful on the merits of his or her defense of such action or proceeding.

     The Corporation's By-laws provide that the Corporation shall indemnify
present and former directors and officers of the Corporation and any person who
acts or who has acted at the Corporation's request as a director or officer of a
body corporate of which the Corporation is or was a shareholder or creditor, and
may indemnify any person made a party or threatened to be made a party to any
threatened, pending or contemplated action, suit or proceeding, whether civil,
criminal, or administrative, by reason of the fact that such person is or was a
shareholder or creditor, against all costs, charges and expenses, including an
amount paid to settle an action or to satisfy a judgment, reasonably incurred by
such person in any civil, criminal and administrative proceeding to which he is
made a party by reason of such position, if such person (i) acted honestly and
in good faith with a view to the best interests of the Corporation and (ii) in
the case of a criminal or administrative action or proceeding that is enforced
by a monetary penalty, he had reasonable grounds for believing that his conduct
was lawful, unless the same are incurred by his own willful neglect or default,
provided that nothing in the By-laws shall relieve any director or officer of
any liability imposed upon him by the OBCA, and otherwise to the extent
permitted by the OBCA.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933, as amended, may be permitted to directors, officers and persons
controlling the Registrant pursuant to the foregoing provisions, the Registrant
has been informed that in the opinion of the Securities and Exchange Commission,
such indemnification is against public policy as expressed in the Securities Act
of 1933, as amended, and is therefore unenforceable.

                                       31

<PAGE>


Item 9.  Exhibits.

Exhibit
Number                      Description of Documents
-------                     ------------------------

4.1  Form of Common Share Certificate*

4.2  Form of Registration Rights Agreement between the Registrant and the
     purchasers named therein dated September 22, 2003 (Incorporated by
     reference to Exhibit 4.2 to WorldHeart's Registration Statement on Form
     F-3, dated October 22, 2003)

4.3  Warrant Indenture between the Registrant and CIBC Mellon Trust Company
     dated September 22, 2003 (Incorporated by reference to Exhibit 4.3 to
     WorldHeart's Registration Statement on Form F-3, dated October 22, 2003)

4.4  Form of U.S. Purchase Agreement for Units (Incorporated by reference to
     Exhibit 4.4 to WorldHeart's Registration Statement on Form F-3, dated
     October 22, 2003)

4.5  Agency Agreement between the Registrant and Research Capital Corporation
     dated September 22, 2003 (Incorporated by reference to Exhibit 4.5 to
     WorldHeart's Registration Statement on Form F-3, dated October 22, 2003)

4.6  Unified System License Agreement dated July 10, 1996 among the Registrant
     and The Cardiovascular Devices Division of the Ottawa Heart Institute.
     (Incorporated by reference to Exhibit 10.2 to the Company's Registration
     Statement on Form F-1 dated October 8, 1996)

4.7  Biotelemetry License Agreement dated July 10, 1996 among the Registrant and
     The Cardiovascular Devices Division of the Ottawa Heart Institute.
     (Incorporated by reference to Exhibit 10.3 to the Company's Registration
     Statement on Form F-1 dated October 8, 1996)

4.8  TET License Agreement dated July 10, 1996 among the Registrant and The
     Cardiovascular Devices Division of the Ottawa Heart Institute.
     (Incorporated by reference to Exhibit 10.4 to the Company's Registration
     Statement on Form F-1 dated October 8, 1996)

4.9  Articles of Amendment, dated November 26, 2003*

4.10 Articles of Amendment, dated December 1, 2003*

5.1  Opinion of McCarthy Tetrault LLP as to the legality of the common shares
     being registered hereby*

23.1 Consent of PricewaterhouseCoopers LLP

                                       32


<PAGE>

Exhibit
Number                      Description of Documents
-------                     ------------------------

23.2 Consent of McCarthy Tetrault LLP (Included in their opinion filed as
     Exhibit 5.1 hereto)*

24.1 Power of Attorney (included on signature pages of this Registration
     Statement)*

99.1 Restated and Amended Distribution Agreement, dated December 31, 2003,
     between the Registrant and Edwards Lifesciences LLC

* Previously Filed

Item 10.  Undertakings.

     The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

     The undersigned registrant hereby undertakes that:

     (1) For purposes of determining any liability under the Securities Act of
1933, the information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h)
under the Securities Act shall be deemed to be part of this registration
statement as of the time it was declared effective.

     (2) For the purpose of determining any liability under the Securities Act
of 1933, each post-effective amendment that contains a form of prospectus shall
be deemed to be a new registration

                                       33

<PAGE>

statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

     The undersigned registrant hereby undertakes to file, during any period in
which offers or sales are being made, a post-effective amendment to this
registration statement to include any material information with respect to the
plan of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement.

     The undersigned registrant hereby undertakes to remove from registration by
means of a post-effective amendment any of the securities being registered which
remain unsold at the termination of the offering.

                                       34

<PAGE>
                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form F-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, on the 22nd day of January, 2004.



                                       WORLD HEART CORPORATION


                                       By: /s/ D. Mark Goudie
                                          -------------------------------------
                                          Name:   D. Mark Goudie
                                          Title:  Vice President, Finance and
                                                  Chief Financial Officer



<PAGE>


                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>

<S>                                                          <C>
         Signature                                                    Title



By:               *
   -----------------------------------------                 Chief Executive Officer, Director
Name:   Roderick M. Bryden                                   (Principal Executive Officer)
Date:   January 22, 2004



By:      /s/ D. Mark Goudie
    ----------------------------------------                 Chief Financial Officer
Name:   D. Mark Goudie                                       (Principal Financial Officer and Principal
Date:   January 22, 2004                                     Accounting Officer)



By:               *
   -----------------------------------------                 Chairman of the Board of Directors
Name:   C. Ian Ross
Date:   January 22, 2004



By:               *
   -----------------------------------------                 Director
Name:   Robert J. Majteles
Date:   January 22, 2004



By:               *
   -----------------------------------------                 Director
Name:   William C. Garriock
Date:   January 22, 2004



By:               *
   -----------------------------------------                 Director
Name:   John F. Carlson
Date:   January 22, 2004



* By:    /s/ D. Mark Goudie
      --------------------------------------
        D. Mark Goudie
        Attorney-in-fact
</TABLE>

<PAGE>


                            AUTHORIZED REPRESENTATIVE

     Pursuant to the requirements of the Securities Act of 1933, the undersigned
certifies that it is the duly authorized United States representative of World
Heart Corporation and has duly caused this Registration Statement to be signed
on behalf of it by the undersigned, thereunto duly authorized, on January 22,
2004.

                                  WORLD HEART INC.

                                  By:               *
                                     -----------------------------------------
                                      Name:   Roderick M. Bryden
                                      Title:  President



                               *  By:     /s/ D. Mark Goudie
                                      ----------------------------------------
                                          D. Mark Goudie
                                          Attorney-in-fact

<PAGE>

                                  EXHIBIT INDEX

Exhibit
Number                      Description of Documents
-------                     ------------------------

4.1  Form of Common Share Certificate*

4.2  Form of Registration Rights Agreement between the Registrant and the
     purchasers named therein dated September 22, 2003 (Incorporated by
     reference to Exhibit 4.2 to WorldHeart's Registration Statement on Form
     F-3, dated October 22, 2003)

4.3  Warrant Indenture between the Registrant and CIBC Mellon Trust Company
     dated September 22, 2003 (Incorporated by reference to Exhibit 4.3 to
     WorldHeart's Registration Statement on Form F-3, dated October 22, 2003)

4.4  Form of U.S. Purchase Agreement for Units (Incorporated by reference to
     Exhibit 4.4 to WorldHeart's Registration Statement on Form F-3, dated
     October 22, 2003)

4.5  Agency Agreement between the Registrant and Research Capital Corporation
     dated September 22, 2003 (Incorporated by reference to Exhibit 4.5 to
     WorldHeart's Registration Statement on Form F-3, dated October 22, 2003)

4.6  Unified System License Agreement dated July 10, 1996 among the Registrant
     and The Cardiovascular Devices Division of the Ottawa Heart Institute.
     (Incorporated by reference to Exhibit 10.2 to the Company's Registration
     Statement on Form F-1 dated October 8, 1996)

4.7  Biotelemetry License Agreement dated July 10, 1996 among the Registrant and
     The Cardiovascular Devices Division of the Ottawa Heart Institute.
     (Incorporated by reference to Exhibit 10.3 to the Company's Registration
     Statement on Form F-1 dated October 8, 1996)

4.8  TET License Agreement dated July 10, 1996 among the Registrant and The
     Cardiovascular Devices Division of the Ottawa Heart Institute.
     (Incorporated by reference to Exhibit 10.4 to the Company's Registration
     Statement on Form F-1 dated October 8, 1996)

4.9  Articles of Amendment, dated November 26, 2003*

4.10 Articles of Amendment, dated December 1, 2003*

5.1  Opinion of McCarthy Tetrault LLP as to the legality of the common shares
     being registered hereby*

23.1 Consent of PricewaterhouseCoopers LLP

<PAGE>
Exhibit
Number                      Description of Documents
-------                     ------------------------

23.2 Consent of McCarthy Tetrault LLP (Included in their opinion filed as
     Exhibit 5.1 hereto)*

24.1 Power of Attorney (included on signature pages of this Registration
     Statement)*

99.1 Restated and Amended Distribution Agreement, dated December 31, 2003,
     between the Registrant and Edwards Lifesciences LLC

* Previously Filed

                                      (ii)