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SEC Company Response from BOSTON SCIENTIFIC CORP (BSX) (CIK 0000885725) (BSX) — Mar 1, 2006

BOSTON SCIENTIFIC CORP (BSX) (CIK 0000885725)
Date: March 1, 2006 · CIK: 0000885725 · Accession: 0001047469-06-002713

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File numbers found in text: 333-131608

Date
February 6, 2006
Author
BOSTON SCIENTIFIC CORPORATION
Form
CORRESP
Company
BOSTON SCIENTIFIC CORP (BSX) (CIK 0000885725)

Letter

VIA EDGAR TRANSMISSION AND FACSIMILE Securities and Exchange Commission Division of Corporation Finance Attention: Perry Hindin Tim Buchmiller Request for Acceleration of Boston Scientific Corporation Registration Statement on Form S-4 (File No. 333-131608)

Dear Mr. Hindin:

Pursuant to Rule 461 of Regulation C, we request that the effective date of the Registration Statement on Form S-4 (File No. 333-131608) (the "Registration Statement") of Boston Scientific Corporation ("Boston Scientific"), originally filed on February 6, 2006 and the amendment thereto filed on March 1, 2006, be accelerated to 5:00 p.m. on March 2, 2006, or as soon as possible thereafter.

Boston Scientific acknowledges that the disclosure in the Registration Statement is the responsibility of Boston Scientific. Boston Scientific also represents to the Securities and Exchange Commission (the "Commission") that should the Commission or the staff of the Commission (the "Staff"), acting pursuant to its delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing, and Boston Scientific represents that it will not assert this action as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Boston Scientific further acknowledges that the action of the Commission or the Staff, acting pursuant to its delegated authority, in declaring the filing effective does not relieve Boston Scientific from its full responsibility for the adequacy and accuracy of the disclosures in the filing.

Very truly yours,
BOSTON SCIENTIFIC CORPORATION

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[Boston Scientific Letterhead]

March 1,
2006

VIA
EDGAR TRANSMISSION AND FACSIMILE

Securities
and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention:

Perry Hindin

Tim Buchmiller

Request
for Acceleration of Boston Scientific Corporation

Registration Statement on Form S-4 (File No. 333-131608)

Dear
Mr. Hindin:

        Pursuant
to Rule 461 of Regulation C, we request that the effective date of the Registration Statement on Form S-4 (File
No. 333-131608) (the "Registration Statement") of Boston Scientific Corporation ("Boston Scientific"), originally filed on February 6, 2006 and the amendment thereto filed on
March 1, 2006, be accelerated to 5:00 p.m. on March 2, 2006, or as soon as possible thereafter.

        Boston
Scientific acknowledges that the disclosure in the Registration Statement is the responsibility of Boston Scientific. Boston Scientific also represents to the Securities and
Exchange Commission (the "Commission") that should the Commission or the staff of the Commission (the "Staff"), acting pursuant to its delegated authority, declare the filing effective, it does not
foreclose the Commission from taking any action with respect to the filing, and Boston Scientific represents that it will not assert this action as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the United States.

        Boston
Scientific further acknowledges that the action of the Commission or the Staff, acting pursuant to its delegated authority, in declaring the filing effective does not relieve
Boston Scientific from its full responsibility for the adequacy and accuracy of the disclosures in the filing.

Very truly yours,

BOSTON SCIENTIFIC CORPORATION

By:

/s/  LAWRENCE J. KNOPF           Name: Lawrence J. Knopf

Title: Vice President, Assistant General Counsel

cc:Paul
W. Sandman, Boston Scientific Corporation

Bernard E. Kury, Guidant Corporation

Peter D. Lyons, Shearman & Sterling LLP

Clare O'Brien, Shearman & Sterling LLP

Scott D. Petepiece, Shearman & Sterling LLP

Charles W. Mulaney, Jr., Skadden, Arps, Slate, Meagher & Flom LLP

Brian W. Duwe, Skadden, Arps, Slate, Meagher & Flom LLP

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[Boston Scientific Letterhead]