SecProbe.io

Mail Stop 6010
April 6, 2007

VIA U.S. MAIL AND FACSIMILE (508-650-8951)

Mr. Lawrence C. Best
Chief Financial Officer and Executive Vice-President –
Finance and Administration
Boston Scientific Corporation
One Boston Scientific Place
Natick, Massachusetts 01760-1537

 Re: Boston Scientific Corporation
  Form 10-K for the Fiscal Year Ended December 31, 2006
  Filed March 1, 2007
  File No. 001-11083

Dear Mr. Best:

We have reviewed your filing and have the following comments.  We have limited our
review to only your financial statements and related disclosures and do not intend to expand our
review to other portions of your documents.  Wher e indicated, we think you should revise future
filings in response to these comments.  If you disa gree, we will consider y our explanation as to
why our comment is inapplicable or a revision is  unnecessary.  Please be as  detailed as necessary
in your explanation.  In some of our comments, we may ask you to provide us with information
so we may better understand your disclosure.  Afte r reviewing this information, we may or may
not raise additional comments.

Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requir ements and to enhance the overall disclosure in
your filings.  We look forward to working with  you in these respects.  We welcome any
questions you may have about our comments or on any other aspect of our review.  Feel free to
call us at the telephone numbers lis ted at the end of  this letter.

Mr. Lawrence C. Best
Boston Scientific Corporation
April 6, 2007 Page 2

ACCOUNTING COMMENTS

Form 10-K for the Fiscal Year Ended December 31, 2006

Financial Information, page 66

Note A.  Significant Accounting Policies, page 71

Revenue Recognition, page 72

1. You disclose that as part of your return policy you may “allow customers to return previously purchased products for next-generation product offerings.”  The accounting policy states that you account for these sales by establishing “a rese rve for sales returns
when the initial product is sold.”  Please tell us in more detail about  the nature and terms
of these sales.  Please also include your analysis of the underlying accounting literature
supporting your accounting method.  Discuss you consideration of EITF 00-24 and FIN
45.

Valuation of Business Combinations, page 73

2. You disclose that you “allocate  the purchase price in excess of net tangible assets
acquired to identifiable intangible asse ts, including purchased research and
development.”  From your disclosure, it appears that the valu e you assign to your
identifiable intangible assets acquired in busin ess combinations may not always be stated
at fair value consistent with paragraph 35 of SFAS 141, or, if applicable, paragraph 44 of
SFAS 141.  Please discuss how your accounting policy considered that guidance.

Amortization and Impairment of Intangible Assets, page 74

3. You disclose that you test your March 31st goodwill balances during the second quarter of
each year for impairment.  While you may perform the annual goodwill impairment test “any time during the fiscal year provided the test is performed at the same time every
year,” consistent with paragraph 26 of SFA S 142, please tell us why you believe it is
appropriate under U.S. GAAP to test the endi ng balance of your first quarter goodwill in
the second quarter of your fiscal year.  To help us understand your accounting, please tell us in which quarter you would record an impa irment loss if an impairment existed.  We
also note the provisions of paragraph 22 of SFAS 142.

Mr. Lawrence C. Best
Boston Scientific Corporation
April 6, 2007 Page 3

As appropriate, please revise future filings and respond to  these comments within 10
business days or tell us when you will provide us with a response.  Please furnish a letter that
keys your responses to our comments and provide s any requested information.  Detailed letters
greatly facilitate our review.  Please understand that we may ha ve additional comments after
reviewing your responses to our comments.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes all information re quired under the Securities
Exchange Act of 1934 and that they have provi ded all information investors require for an
informed investment decision.  Since the compa ny and its management are in possession of all
facts relating to a company’s disclosure, they are responsible for the acc uracy and adequacy of
the disclosures they have made.

In connection with responding to our comment s, please provide, in writing, a statement
from the company acknowledging that:

‚ the company is responsible for the adequacy and accuracy of the disclo sure in the filing;

‚ staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

‚ the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federa l securities laws of  the United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the sta ff of the Division of Corporati on Finance in our review of your
filing or in response to our comments on your filing.

You may contact Kate Tillan, Assistant Chie f Accountant, at (202)  551-3604 or me at
(202) 551-3676 if you have any questions regarding these comments.

        S i n c e r e l y ,

        B r i a n  C a s c i o
        A c c o u n t i n g  B r a n c h  C h i e f