SecProbe.io

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

       DIVISION OF
CORPORATION FINANCE
    Mail Stop 3030

        May 12, 2010
 VIA U.S. Mail and Facsimile

 Mr. Jeffrey D. Capello Executive Vice President and Chief Financial Officer Boston Scientific Corporation One Boston Scientific Place Natick, MA  01760-1537

Re: Boston Scientific Corporation
Form 10-K for the fiscal year ended December 31, 2009
Filed February 26, 2010 Form 10-Q for the quarterly  period ended March 31, 2010
 File No.  001-11083

Dear Mr. Capello:

We have reviewed your filings and have the following comments.  Where
indicated, we think you should revise your future  filings in response to these comments.
If you disagree, we will consider your 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 provi de us with information so we may better
understand your disclosure.  After reviewing th is 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.

Mr. Jeffrey D. Capello
Boston Scientific Corporation
May 12, 2010 Page 2  Form 10-K for the fiscal year ended December 31, 2009

Item 7.  Management’s Discussion and Analys is of Financial Condition and Results of
Operation

Executive Summary, page 38

1. We see that you have described the impact of foreign currency fluctuations on
overall net sales from 2008 to 2009 a nd separately for your CRM group.  If
material, please revise future filings to  also describe the foreign currency impact
on net sales for the other five groups that are separately discussed.

Business and Market Overview

Cardiac Rhythm Management, page 43

2. We reference your disclosure about discip linary actions taken against certain of
your US CRM sales personnel and the statem ent that the actions could result in
lost net sales in the short term.  We also  noted that during the fourth quarter of
2009, CRM sales declined to $607 million, or 6%, from $646 million in the third
quarter of 2009.  Please tell us the re asons for the fourth quarter 2009 CRM
decrease from the prior quarter and the impact, if any, the aforementioned
terminations contributed.  Future filings should discuss all material factors that
contributed to significant ch anges in revenues.

Liquidity and Capital Resources, page 65

3. We see that you have $864 million of cash on hand at December 31, 2009 and
that you have other significant contractua l obligations of $2.2 billion that you
expect to pay during 2010.  In  this regard, we see that  you had a net reduction in
cash during the fiscal quarter ended Marc h 31, 2009.  Please revise future filings
to provide a more enhanced discussi on on how you intend to finance your cash
obligations.  Please refer to the requirements of Item 303(A)(1) of Regulation S-K.

Item 8.  Financial Statements and Supplementary Data

 Note A – Significant Accounting Policies

Mr. Jeffrey D. Capello
Boston Scientific Corporation
May 12, 2010 Page 3
Warranty Obligations, page 89

4. We note that you offer warranties on your pr oducts and that a s ubstantial portion
of your sales is generated from the sale of new products.  Please revise future
filings to disclose the nature and term of your product warranties.  Additionally,
in your response, please tell us how you estimate warranty obligations for new
products.  Please refer to FASB ASC 460-10-50-8.

Goodwill Impairment, page 92

5. We see from page 23 that you identified two reporting units with a material
amount of goodwill that are at higher risk of  potential failure of the first step of
the impairment test in future reportin g periods.  However, you did not believe
there were indicators of impairment as  of December 31, 2009 to necessitate the
performance of an interim impairment test .  Please clarify which reporting units
had a heightened risk of goodwill impairme nt and tell us why you did not believe
that there were any indicators of impa irment that would require an interim
impairment test to be performed at Decem ber 31, 2009.  In this regard, we see that
CRM sales decreased in the fourth quarte r, you terminated a large number of sales
personnel, your stock price significantly dec lined in the fourth quarter of 2009
and you announced a $1.8 billion impairment charge in the first quarter of 2010.
Refer to FASB ASC 350-20-35-30.

Note K – Income Taxes, page 122

6. We reference your disclosure that du ring 2009, you received the Revenue Agent’s
Report for your federal tax examina tion covering years 2004 and 2005.  You
indicate that you continue to disagree with and contest the “significant proposed
adjustment” related primaril y to the allocation of income between your US and
foreign affiliates.  Please revi se future filings to disclose the potential range of the
impact of the “significant proposed adjustment,” or tell us why you do not believe
this disclosure is required by FASB AS C 740-10-50-15(d).  Additionally, please
tell us in your response how you applie d the criteria in FASB ASC 740-10-25 in
determining your accounting for the proposed adjustment.

Note L – Commitments and Contingencies, page 132

7. We note your disclosure of a whistleblow er complaint which led to an August
2009 letter requesting an internal investig ation of the alleged off-label promotion
of certain devices.  Please upda te the status of the intern al investigation in future
filings and disclose any expected  financial statement impact.

Mr. Jeffrey D. Capello
Boston Scientific Corporation
May 12, 2010 Page 4

Item 11.  Executive Compensation, page 152

8. We note your disclosure under the heading “Risk Considerations and Internal Pay
Analysis” on page 30 of your defini tive proxy statement that you have
incorporated by reference to your Form 10-K.  Please describe the process you
undertook to reach the conclusion that disc losure pursuant to Regulation S-K Item
402(s) is not necessary.

Schedule II – Valuation and Qualifying Accounts, page 171

9. Regarding your columnar presentation of the allowances for uncollectible
accounts and sales returns and allowances, please tell us in more detail what the
adjustment referred to as “charges to (deductions from) other accounts”
represents.  The current explanation is unclear.

Form 10-Q for the quarterly period ended March 31, 2010

Note B.  Goodwill and Other Intangible Assets, page 6

10. Please tell us the date that you performe d the interim impairment tests on your
goodwill and the amortizable intangible assets.  Please also discuss how you
considered FASB ASC 350-20-35-31 which states that goodwill and another asset
of a reporting unit are tested for impair ment at the same time, the other asset
(amortizable intangible assets) shall be tested for impairment before goodwill.

11. We see that you have $3.8 billion of U.S. CRM amortizable intangible assets as of
March 31, 2010 and you determined that t hose assets are not impaired based on
an undiscounted cash flow analysis.  In  addition, you state th at after the goodwill
impairment loss, the book value of your U.S. CRM business unit exceeds its fair
value.  Please tell us how you determined  that the amortizable intangible assets
are not impaired at March 31, 2009 under FASB ASC 360-10-35-17.  Tell us the
circumstances that resulted in the re lated goodwill being impaired while the
related amortizable asset is not.

* * * * * *

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 cover letter with your
response that keys your responses to our  comments and provides any requested
information.  Detailed cover le tters greatly facilitate our re view.  Please understand that

Mr. Jeffrey D. Capello
Boston Scientific Corporation May 12, 2010 Page 5  we may have additional comments after re viewing your responses to our comments.
 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 disclosure  in response to staff comments do not
foreclose the Commission from taking a ny action with respect to the filing;
and
‚ the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any pers on under the federal s ecurities 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 Leigh Ann Schultz at ( 202) 551-3628 or me at (202) 551-3664 if
you have questions regarding comments on the financial statements and related matters.
Please contact Celia Soehner at (202) 551-3256 or Tim Buchmiller at (202) 551-3635
with any other questions.
Sincerely,     Kristin Lochhead Accounting Reviewer