Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing
Rule or Standard; Transfer of Listing.

On November 7, 2008, Edwards Lifesciences Corporation received notice from the New York Stock Exchange by certified mail that as a result of the death of Philip M. Neal, member of the Company's Board of Directors and Audit and Public Policy Committee, the Company will be deemed non-compliant with NYSE Rule 303A.07(a), requiring that a listed company have three members on its audit committee, if a third member is not appointed to the Audit and Public Policy Committee by November 10, 2008. The Company plans to address this non-compliance at a meeting of its Board of Directors scheduled for November 13, 2008.

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