SecProbe.io

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

       DIVISION OF
CORPORATION FINANCE
       June 20 , 2013

Via E -mail
Mr. Jeffrey Capello
Executive Vice President and Chief Financial Officer
Boston Scientific Corporation
One Boston Scientific Place
Natick, Massachusetts 01760 -1537

 Re: Boston Scientific Corporation
  Form 10 -K for the F iscal Year E nded December 31 , 2012
  Filed February 22, 2013
  File No. 001 -11083

Dear Mr. Capello :

We have reviewed your filing  and have the following comment .  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 document .  In our comment, we may ask you to
provide us with information so we may better understand your disclosure.

Please respond to this letter within ten busine ss days  by providing the requested
information or by advising us when you will provide the requested response.  If you do
not believe our comment applies  to your facts and circumstances , pleas e tell us why in
your response.

After reviewing the information you provide in response to this  comment , we may
have additional comments.

Form 10 -K for the Fiscal Year Ended December 31, 2012

Item 8.  Financial Statements

Note D. Goodwill and Other Intangible Assets, page 90

Intangible Asset Impairment Charges, page 9 4

1. We see that you have identified that $4.6 billion of amortizing intangible assets
held by the global CRM reporting unit are at higher risk of impairment.  We also
note your disclosure that the carrying amount of the CRM reporting unit exceeds

Jeffrey Capello
Boston Scientific Corporation
June 20 , 2013
Page 2

 its fair v alue because of the carrying amount of the amortizing intangible assets,
which suggests your goodwill impairment testing has revealed that the fair value
of those intangible assets is less than their carrying amount.  Further, we note that
global CRM reven ues have declined in each of the past three years and into the
first quarter of 2013.  Please help us better understand how you assessed the CRM
amortizing intangible assets for potential impairment by responding to the
following:

 Please tell us how you p erformed the undiscounted cash flow analysis as of
January 1, 2013, the date of your most recent testing.
 Tell us how you grouped assets for purposes of m easuring future cash flows
and how you arrived at the estimates of future cash flows.
 Describe to us  the key assumptions that were the drivers of your cash flow
analysis.
 Explain to us how the recent declines in CRM reporting unit revenues were
considered in your projections of future cash flows.  If applicable, explain the
rationale for estimates of gro wth in future cash flows that differ from recent
historical experience.
 Quantify the margin you believe exists before you would be required to
potentially measure and recognize an impairment loss.

Please refer to FASB ASC 350 -30-35-14 and FASB ASC 360 -10-35-17 through
35-35.

 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 the information the Securities
Exchange Act of 1934 and all applicable Exchange Act rules  require.  Since the company
and its management are in possession of all facts relating to a company’s disclosure, they
are responsible for the accuracy and adequacy of the disclosures they have made.

 In responding to our comment , please provide a writt en 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 comments as a defense in any
proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Jeffrey Capello
Boston Scientific Corporation
June 20 , 2013
Page 3

 You may contact Praveen Kartholy at (202) 551-3778 or Gary Todd  at (202) 551 -
3605 if you have questions regarding comments on the financial statements and  related
matters.   Please contact Brian Cascio, Accounting Branch Chief, at (202) 551 -3676 with
any other questions.

Sincerely,

        /s/Gary Todd for

Brian Cascio
Accounting Branch Chief