UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549








FORM
10- Q/A





(Mark
One)





x
            
            QUARTERLY
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934





FOR THE
QUARTERLY PERIOD ENDED MARCH 31, 2009





OR





o
            
            TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934





FOR THE
TRANSITION PERIOD FROM ____________ TO ____________





COMMISSION
FILE NUMBER: 000-22419





CARDIMA,
INC.





(Exact
name of registrant as specified in its charter)





Delaware
            
            94-3177883(State
      or other jurisdiction of
              incorporation
      or organization)
            
            (I.R.S.
      Employer
              Identification
      Number)








47266
      Benicia Street,
              Fremont,
      CA  94538-7330(Address
      of principal executive offices) (Zip
Code)








Registrant’s
telephone number, including area code: (510) 354-0300





Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
past 12 months (or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing requirements for the
past 90 days.  Yes x No  .





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company.  See definition of “accelerated filer”, “large accelerated
filer”, “non-accelerated filer” and “smaller reporting company” in Rule 12b-2 of
the Exchange Act.





Large
      accelerated filer o
            Accelerated
      filer o
            Non-accelerated
      filer o
            Smaller
      reporting company x








Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2) of the Act. Yes  o No   x





There
were 143,768,240 shares of the registrant's common stock, par value $0.001,
issued and outstanding as of April 30, 2009.

















EXPLANATORY
NOTE





This
amended quarterly report on Form 10-Q/A ("Form 10-Q/A") is being filed to amend
our quarterly report on Form 10-Q for the quarter ended March 31, 2009, which
was originally filed with the Securities and Exchange Commission on May 14, 2009
(the “Original Form 10-Q”).





This Form
10-Q/A is being filed to amend Part I, Item 4, Controls and
Procedures of the Original Form 10-Q.





This
Amendment does not amend any other information set forth in the Original Form
10-Q, and we have not updated disclosures contained therein to reflect any
events that occurred subsequent to the date of such report. In addition, in
connection with the filing of this Amendment and pursuant to Rule 12b-15 of the
Securities Exchange Act of 1934, as amended, the certifications of our principal
executive officer and principal financial officer are attached as exhibits to
this Amendment.

















PART
I





ITEM
4. Controls and Procedures





Evaluation
of Disclosure Controls and Procedures





As of the
end of the period covered by this report, we conducted an evaluation, under the
supervision and with the participation of our chief executive officer and chief
financial officer of our disclosure controls and procedures (as defined in Rule
13a-15(e) and Rule 15d-15(e) of the Exchange Act). Based upon this evaluation,
our chief executive officer and chief financial officer concluded that, as of
March 31, 2009, our disclosure controls and procedures are effective to ensure
that information required to be disclosed by us in the reports that we file or
submit under the Exchange Act is: (i) recorded, processed, summarized and
reported, within the time periods specified in the Commission's rules and forms,
and (ii) accumulated and communicated to our management, including our chief
executive officer and chief financial officer, as appropriate to allow timely
decisions regarding required disclosure.





Changes
in Internal Control Over Financial Reporting





There was
no change to our internal control over financial reporting that occurred during
our last fiscal quarter that has materially affected, or is reasonably likely to
materially affect, our internal control over financial
reporting.











ITEM
6.   Exhibits





10.21
            
            Amendment
      to building lease  (Incorporated by reference to the Company’s
      Form 10-Q filed with the SEC on May 14, 2009)31.1
            
            Certification
      of the Chief Executive Officer and Chief Financial Officer of
      Cardima, Inc., pursuant to Rule 13a-14(a) under the Securities Exchange
      Act of 1934.32.1
            
            Certification
      of the Chief Executive Officer and Chief
      Financial Officer of Cardima furnished pursuant to Section 1350
      of Chapter 63 of 18 U.S.C. as adopted pursuant to Section 906 of the
      Sarbanes-Oxley Act of 2002.





*  Filed
herewith












CARDIMA,
INC.





SIGNATURE





Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.











CARDIMA,
      INC.December  14 , 2009
            By:
            /s/ Robert
      CheneyChief
      Executive Officer and Chief Financial Officer (Principal Executive Officer
      and Principal Financial and Accounting Officer)