SecProbe.io

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

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3030
        May 13, 2009
 Via U.S. Mail and Facsimile 508-650-8838  Sam R. Leno Executive Vice President – Finance and Information Systems and   Chief Financial Officer 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, 2008
Filed February 27, 2009 File No. 001-11083

Dear Mr. Leno:

We have reviewed your filing and have the following comments.  We have
limited our review of your filings to those is sues we have addressed in our comments.
Where indicated, we think you should revise your future filings in response to these
comments.  I f you disagree, we will consider your e xplanation as to why our comment is
inapplicable or a revision is unnecessary.  Pl ease 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.  After reviewing this information, we may
raise additional comments.
Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Sam R. Leno
Boston Scientific Corporation
May 13, 2009 Page 2   Form 10-K for the Fiscal Year Ended December 31, 2008

 Management’s Discussion and Analysis of Financial Condition and Results of
Operations, page 39
 Critical Accounting Policies and Estimates, page 65

 1. In the interest of providing readers w ith a better insight into management’s
judgments into accounting for goodwill, pl ease tell us and, in future filings,
consider disclosing the following:

a. The reporting unit level at which you test goodwill for impairment and your basis for that determination.
b. Each of the valuation methodologie s used to value goodwill (if multiple
approaches are used), including suffici ent information to enable a reader
to understand how each of the methods used differ, the assumed benefits
of a valuation prepared under each method, and why management selected these methods as being the most mean ingful for the company in preparing
the goodwill impairment analyses.
c. How you weight each of the methods used including the basis for that
weighting (if multiple approaches are used).
d. A qualitative and quantitative description of the material assumptions used
and a sensitivity analysis of t hose assumptions based upon reasonably
likely changes.
e. If applicable, how the assumptions and methodologies used for valuing
goodwill in the current year have change d since the prior year highlighting
the impact of any changes.
 Financial Statements, page 75

 Consolidated Statements of Operations, page 76

 2. In future filings please present the aggregate amount of goodwill impairment
losses as a separate line item in your c onsolidated statements of operations and
the aggregate amount of your goodwill as  a separate line item in your
consolidated balance sheet, consis tent with paragraph 43 of SFAS 142.

As appropriate, please respond to these co mments 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 provides any requested information. Detailed letters
greatly facilitate our review. Please understa nd that we may have additional comments
after reviewing your responses to our comments.

Sam R. Leno
Boston Scientific Corporation May 13, 2009 Page 3
We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision. Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

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

• the company is responsible for the adequacy and accuracy of the disclosure in the filing;

• staff comments or changes to disclosu re in response to staff comments do
not foreclose the Commission from ta king any action with respect to the
filing; and

• the company may not assert staff comments as a defense in any proceeding initiated by the Commissi on or any person under the federal
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 staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.
  You may contact Kate Tillan, Assistan t Chief Accountant, at (202) 551-3604 or
me at (202) 551-3671 if you have questions  regarding comments on the financial
statements and related matters.
Sincerely,    Martin James Senior Assistant Chief Accountant