SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

AFB FUND LLC

(Last)

(First)

(Middle)

2050 CENTER AVENUE

(Street)

FORT LEE

07024

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CAMBRIDGE HEART INC [ CAMH ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/07/2004

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/07/2004		S		14,200	D	$0.5535	247,300	I	See footnotes⁽¹⁾⁽⁷⁾⁽¹¹⁾⁽¹²⁾
Common Stock	12/07/2004		S		12,000	A	$0.54	235,300	I	See footnotes⁽¹⁾⁽⁷⁾⁽¹¹⁾⁽¹²⁾
Common Stock	12/08/2004		S		60,000	D	$0.54	175,300	I	See footnotes⁽¹⁾⁽⁷⁾⁽¹¹⁾⁽¹²⁾
Common Stock								316,500	I	See footnotes⁽¹⁾⁽⁶⁾
Common Stock								776,906	I	See footnotes⁽¹⁾⁽²⁾⁽⁴⁾⁽⁸⁾
Common Stock								105,339	I	See footnotes⁽¹⁾⁽³⁾⁽⁹⁾⁽¹⁰⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Long Warrants	$0.032							⁽¹³⁾	01/01/2009	Common Stock	233,064		233,064	I	See footnotes⁽¹⁾⁽²⁾⁽⁴⁾⁽⁸⁾⁽¹⁰⁾
Long Warrants	$0.032							⁽¹³⁾	01/01/2009	Common Stock	31,590		31,590	I	See footnotes⁽¹⁾⁽³⁾⁽⁹⁾⁽¹⁰⁾
Series A Preferred Stock	$0.34							⁽¹³⁾	⁽¹⁴⁾	Common Stock	226,241		226,241	I	See footnotes⁽¹⁾⁽⁵⁾⁽¹¹⁾
Long Warrants	$0.032							⁽¹³⁾	01/01/2009	Common Stock	67,872		67,872	I	See footnotes⁽¹⁾⁽⁵⁾⁽¹¹⁾

1. Name and Address of Reporting Person^*

AFB FUND LLC

(Last)

(First)

(Middle)

2050 CENTER AVENUE

(Street)

FORT LEE

07024

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

BLUMBERG LAURENCE J

(Last)

(First)

(Middle)

(12)

(Street)

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

BLUMBERG LOUIS

(Last)

(First)

(Middle)

(11)

(Street)

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. Each of the Reporting Person and the joint filers (individually, each a "Reporting Person" and collectively, the "Reporting Persons") disclaims beneficial ownership of the reported securities except to the extent of his or its pecuniary interest therein. The Reporting Persons may be deemed to be a "group" for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, and are reporting beneficial ownership of the securities held by each of the other Reporting Persons as if beneficially owned by each Reporting Person.

2. These securities are held by Blumberg Life Sciences Fund, L.P. ("BLSF").

3. These securities are held by Blumberg Life Sciences Fund, Ltd. ("BLS").

4. These securities are held by BLSF. Blumberg Capital Advisors, L.L.C., the general partner of BLSF, is deemed to beneficially own these securities by virtue of its position as general partner of BLSF.

5. These securiteis are held by AFB Fund, LLC, a New Jersey limited liabiltiy company for which Louis Blumberg is the managing member and Laurence J. Blumberg is a member.

6. These securities are held by Laurence J. Blumberg.

7. These securities are held by AFB.

8. Blumberg Capital Management, L.L.C. ("BCM") has been delegated investment advisory responsibilities by Blumberg Capital Advisors, L.L.C. ("BCA"), the general partner of BLSF. BCM may be deemed to beneficially own the securities held by BLSF by virtue of BCM's position as investment manager of BLSF.

9. BCM may be deemed to beneficially own the securities held by BLS by virtue of BCM's position as investment manager fo BLS.

10. Laurence J. Blumberg is the managing member of BCM and BCA. By virtue of his position as the managing member of BCM and BCA, Laurence J. Blumberg may be deemed to beneficially own the securities held by BLSF and BLS.

11. Louis Blumberg is the managing member of AFB. By virtue of Louis Blumberg's position as the managing member of AFB, Louis Blumberg may be deemed to beneficially own the securities held by AFB.

12. Laurence J. Blumberg is a member of AFB. By virtue of Laurence J. Blumberg's position as a member of AFB, Laurence Blumberg may be deemed to beneficially own the securities held by AFB.

13. Immediate

14. Not applicable

Remarks:

***Each of the Reporting Persons disclaims beneficial ownership in the securities reported herein except to the extent of his or its pecuniary interest therein.

	/s/ Louis Blumberg for AFB Fund, LLC***	12/09/2004
	/s/ Laurence J. Blumberg***	12/09/2004
	/s/ Louis Blumberg***	12/09/2004
	/s/ Laurence J. Blumberg for Blumberg Capital Management, LLC***	12/09/2004
	/s/ Laurence J. Blumberg by Blumberg Capital Advisors, LLC for Blumberg Life Sciences Fund, L.P.***	12/09/2004
	/s/ Laurence J. Blumberg for Blumberg Life Sciences Fund, Ltd.***	12/09/2004
	/s/ Laurence J. Blumberg for Blumberg Capital Advisors, LLC***	12/09/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.