SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Wood Larry L

(Last)

(First)

(Middle)

ONE EDWARDS WAY

(Street)

IRVINE

92614

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/04/2008

3. Issuer Name and Ticker or Trading Symbol
EDWARDS LIFESCIENCES CORP [ EW ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
CVP, THV Replacement

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

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

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

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	9,782	D
Common Stock	43	I	401(k)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Stock Option (Right to Acquire)	05/15/2003 ^{( 1 )}	05/15/2011	Common Stock	4,000	22.97	D
Employee Stock Option (Right to Acquire)	11/08/2003 ^{( 2 )}	11/08/2011	Common Stock	10,000	25.05	D
Employee Stock Option (Right to Acquire)	05/08/2003 ^{( 3 )}	05/07/2012	Common Stock	8,000	26.01	D
Employee Stock Option (Right to Acquire)	05/14/2004 ^{( 4 )}	05/13/2010	Common Stock	12,000	30.43	D
Employee Stock Option (Right to Acquire)	09/08/2005 ^{( 5 )}	09/07/2011	Common Stock	10,000	36.52	D
Employee Stock Option (Right to Acquire)	05/11/2007 ^{( 6 )}	05/10/2013	Common Stock	11,500	43.91	D
Employee Stock Option (Right to Acquire)	05/12/2006 ^{( 7 )}	05/11/2012	Common Stock	15,400	45.9	D
Employee Stock Option (Right to Acquire)	05/10/2008 ^{( 8 )}	05/09/2014	Common Stock	18,000	48.84	D
Employee Stock Option (Right to Acquire)	05/08/2009 ^{( 9 )}	05/07/2015	Common Stock	38,400	55.54	D

Explanation of Responses:

1. This option was granted on May 15, 2001 under the Edwards Lifesciences Corporation Long-Term Stock Incentive Compensation Program and becomes exercisable as to 30% after two years from the grant date and 100% after three years from the grant date.

2. This option was granted on November 8, 2001 under the Edwards Lifesciences Corporation Long-Term Stock Incentive Compensation Program and becomes exercisable as to 30% after two years from the grant date and 100% after three years from the grant date.

3. This option was granted on May 8, 2002 under the Edwards Lifesciences Corporation Long-Term Stock Incentive Compensation Program and becomes exercisable commencing one year after the grant date in three equal annual installments.

4. This option was granted on May 14, 2003 under the Edwards Lifesciences Corporation Long-Term Stock Incentive Compensation Program and becomes exercisable commencing one year after the grant date in four equal annual installments.

5. This option was granted on September 8, 2004 under the Edwards Lifesciences Corporation Long-Term Stock Incentive Compensation Program and becomes exercisable commencing one year after the grant date in four equal annual installments.

6. This option was granted on May 11, 2006 under the Edwards Lifesciences Corporation Long-Term Stock Incentive Compensation Program and becomes exercisable commencing one year after the grant date in four equal annual installments.

7. This option was granted on May 12, 2005 under the Edwards Lifesciences Corporation Long-Term Stock Incentive Compensation Program and becomes exercisable commencing one year after the grant date in four equal annual installments.

8. This option was granted on May 10, 2007 under the Edwards Lifesciences Corporation Long-Term Stock Incentive Compensation Program and becomes exercisable commencing one year after the grant date in four equal annual installments.

9. This option was granted on May 8, 2008 under the Edwards Lifesciences Corporation Long-Term Stock Incentive Compensation Program and becomes exercisable commencing one year after the grant date in four equal annual installments.

Remarks:

	/s/ Denise E. Botticelli, Attorney-in-Fact	08/07/2008
	** 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 5 (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).
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