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[LETTERHEAD OF SHEARMAN & STERLING LLP]

March 2,
2006

VIA EDGAR AND FACSIMILE

Securities
and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention:    Perry Hindin

                    Tim Buchmiller

  Re:

Boston Scientific Corporation

Joint Proxy Statement/Prospectus on Form S-4

Filed February 6, 2006

SEC File No. 333-131608

Dear
Messrs. Hindin and Buchmiller:

        On
behalf of our client, Boston Scientific Corporation ("Boston Scientific"), and on behalf of Guidant Corporation ("Guidant"), set forth below are the responses of Boston Scientific and
Guidant to the comments (the "Comments") of the staff (the "Staff") of the Securities and Exchange Commission (the "Commission"), dated February 23, 2006, concerning the Joint Proxy
Statement/Prospectus on Form S-4 (the "Form S-4") filed by Boston Scientific with the Commission on February 6, 2006. Boston Scientific submitted to the
Commission yesterday, via EDGAR, Amendment No. 1 to the Form S-4 (the "Amendment") incorporating, where necessary, additional information or amendments requested by the
Staff.

        For
your convenience, the responses below follow the sequentially numbered Comments from your letter of February 23, 2006. All pages referenced in the responses set forth below
refer to page numbers in the Amendment. Terms used but not otherwise defined herein have the meanings ascribed to such terms in the Amendment.

General

1.Please update your filing to include any known information about your or Guidant's financial position or results of operations during your or Guidant's last
completed fiscal year or quarter or for any more recent developments that would be material to your or Guidant's shareholders. If you do not have any such information, please so indicate in your
response letter.

We
note the Staff's comment. The disclosure in the Amendment has been modified in response to this comment to include financial information as of and for the year ended December 31, 2005,
updated pro forma information for such period and certain more recent developments that would be material to Boston Scientific's or Guidant's shareholders. For example, the disclosure relating to
Boston Scientific's competition filing with the European Commission on page 19 of the Amendment has been updated and the risk factor entitled "The combined company may not meet regulatory quality
standards applicable to its manufacturing and quality processes, which could have an adverse effect on the business, financial condition or results of operations of the combined company" beginning on
page 30 of the Amendment has been modified in response to an observation received by Guidant from the FDA in February 2006. We also note that Guidant filed its Form 10-K for
the year ended December 31, 2005 on February 22, 2006 (the "Guidant 10-K") and Boston Scientific filed its Form 10-K for the year ended December 31,
2005 on March 1, 2006 (the "Boston Scientific 10-K"), each of which are incorporated by reference into the Amendment.

Outside Front Cover Page of Joint Proxy Statement/Prospectus

2.In the forepart of your prospectus, please highlight the trading price of Boston Scientific's and Guidant's common stock as of January 24, 2006 (the last
full trading day prior to the public announcement of the execution of the merger agreement) and as of a recent practical date. Clearly compare this information with the pro forma equivalent value per
share of Guidant's common stock as of January 24, 2006 and as of a recent practicable date. Also, disclose the implied value of the total consideration to be paid to Guidant's shareholders
based on the closing price of Boston Scientific's common stock as of January 24, 2006 and as of a recent practical date.

We
note the Staff's comment. The disclosure in the Amendment has been modified in response to this comment. Please see pages 2, 8 and 20 of the Amendment.

3.Please indicate the minimum and maximum number of shares of Boston Scientific common stock that may be issued in connection with the merger on the cover page of
the joint proxy statement/prospectus.

We
note the Staff's comment. The disclosure in the Amendment has been modified in response to this comment. Please see the "Dear Shareholders" letter and page 9 of the Amendment.

Forepart of Prospectus

4.Given that the exchange ratio will be determined using the average closing prices of your common stock during the 20 consecutive trading day period ending three
days prior to the closing of the merger, which may be after your and Guidant's special meetings, please clarify in the forepart of your prospectus the time period anticipated between the date of the
special meetings and the closing of the merger.

We
note the Staff's comment. The disclosure in the Amendment has been modified in response to this comment. Please see page 6 of the Amendment.

5.We note that Guidant Corporation has historically paid a dividend on its shares of common stock. Please clarify in the forepart of your prospectus whether you
have historically paid dividends and whether you currently intend to pay dividends on your common stock after the consummation of the merger.

We
note the Staff's comment. The disclosure in the Amendment has been modified in response to this comment to indicate that Boston Scientific does not intend to pay dividends in the future. Please see
page 20 of the Amendment.

How will Boston Scientific pay for the cash portion of the merger consideration?, page 3

6.Please describe the general terms, including, at a minimum, the interest rate and term, of the financing(s) contemplated by the commitment letter from Bank of
America, N.A. and Merrill Lynch in which those entities committed to provide, in the aggregate, financing of up to $14 billion. Please file the commitment letter, as revised, and any subsequent
definitive agreements as exhibits to your registration statement.

We
note the Staff's comment. The disclosure in the Amendment has been modified in response to this comment. Please see the cross reference on page 3 to "The
Merger—Financing of the Merger" beginning on page 94 of, and exhibit 10.5 (the commitment letter) to, the Amendment.

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 Risk Factors, page 25

7.To the extent material, please supplement your disclosure to discuss the risks associated with the recent patent claims Medinol Ltd. filed with the World
Intellectual Property Organization against Boston Scientific.

On
February 20, 2006, the WIPO Arbitration and Mediation Center received a request from Medinol Ltd. to arbitrate the alleged infringement by Boston Scientific's
Liberté™ bare metal stent and TAXUS® Liberté™ paclitaxel-eluting stent systems of two United States and one European patent owned by
Medinol. The request was made pursuant to the Settlement Agreement between Boston Scientific and Medinol. The Settlement Agreement provides, among other things, that Medinol may only seek reasonable
royalties and is specifically precluded from seeking injunctive relief. As a result, Boston Scientific does not expect the outcome of this proceeding to have a material impact on the continued sale of
the Liberté™ stent system
internationally or in the United States, the continued sale of the TAXUS® Liberté™ stent system internationally or the launch of the TAXUS®
Liberté™ stent system in the United States; therefore, Boston Scientific does not believe the risks rise to the level of materiality to warrant specific inclusion in the
"Risk Factors" section of the Amendment. We do note, however, that disclosure substantially similar to that above is contained in "Note J—Commitments and Contingencies" to the
financial statements in the Boston Scientific 10-K.

8.We refer you to that certain article in the Boston Globe dated February 17, 2006, entitled "Medinol Ruling Hits Guidant." In your response letter, please
summarize the recent ruling in favor of Medinol in its patent suit against Guidant and confirm if the ruling by Judge Shira Scheindlin described in the article is the February 10, 2006 court
ruling on summary judgment motions referred to in the second full paragraph on page 66 of Guidant's Form 10-K filed February 22, 2006. To the extent material, please
supplement your disclosure to discuss the salient facts of the most recent ruling in this case and the resulting risks to Guidant and, following consummation of the merger, to Boston
Scientific.

The
ruling by Judge Shira A. Scheindlin of the Southern District of New York described in the Boston Globe article dated February 17, 2006 is the court ruling on summary judgment motions
referred to in the second full paragraph on page 66 of the Guidant 10-K. This is a patent infringement case in which Medinol alleged, on April 14, 2003, that Guidant's coronary
stent delivery systems known as the MULTI-LINK PENTA®, MULTI-LINK ZETA®, and MULTI-LINK VISION® infringe five Medinol patents
relating to stent design. Medinol's complaint seeks injunctive relief and monetary damages.

After
the court provided its claim construction order dated September 30, 2004, Medinol withdrew its infringement allegations with respect to two of the five initially asserted
patents-in-suit. With pending summary judgment motions on the issues of patent infringement and invalidity, the court first ruled on December 27, 2005, denying Guidant's
summary judgment motion on invalidity, and stating that there remain disputed issues of material fact, necessitating a trial to determine whether the asserted patents are invalid or not invalid.

In
the February 10, 2006 opinion and order referenced in the Boston Globe article, the court granted Guidant's summary judgment motion that the Guidant products do not infringe two of the three
remaining patents-in-suit, either literally or by the doctrine of equivalents. However, the court did rule that that the remaining one Medinol patent was literally infringed.
Ultimately, only a patent found to be not invalid can be infringed. Guidant still has a pending counterclaim that the Medinol patents are invalid, and thus, the court noted that "the
patents-in-suit could yet be deemed invalid." This litigation is still at an intermediate stage and the court has scheduled a conference for March 6, 2006 where "the
parties should be prepared to discuss when and how to proceed on Guidant's counterclaim for a declaratory judgment of patent invalidity." Guidant

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anticipates
that a jury trial on the issue of invalidity will be scheduled to take place at a yet to be determined future date. Should it be reached, the issue of damages would be determined at a
later trial, also yet to be scheduled. Issues of infringement, invalidity and damages are generally appealable to the U.S. Court of Appeals for the Federal Circuit, the specialized appeals court for
patent matters.

Guidant
does not believe that the outcome of the recent ruling will pose material risks to the business, financial condition and results of operations of Guidant in addition to those described in the
risk factor entitled "Pending and future intellectual property litigation could be costly and disruptive to the combined company "beginning on page 31 of the Amendment. In addition, Boston Scientific
believes that pursuant to the Settlement Agreement between Boston Scientific and Medinol, after the merger, any asserted infringement by Medinol with respect to products sold by the combined company
after closing would be subject to the arbitration process provided for in the Settlement Agreement. Accordingly, Boston Scientific does not believe that the outcome of the ruling will pose a material
risk to Boston Scientific after consummation of the merger.

9.We note your discussion on page 34 indicating that Boston Scientific expects to launch its TAXUS Liberte stent system in the United Stated during the second
half of 2006, subject to regulatory approval. We also note your disclosure on page 30 regarding the FDA warning letters you and Guidant have each received in January 2006. To the extent
material, please supplement your disclosure to discuss the specific risks related to your launch of the Taxus Liberte stent system and your ability to maintain market share arising from the
January 26, 2006 FDA warning letter and its related sanctions. In addition, following consummation of the merger and assuming you address the deficiencies cited in this FDA letter prior to the
launch of the Taxus Liberte stent system, what effect, if any, do you expect the January 3, 2006 FDA warning letter issued to Guidant will have on the FDA's approval of the Taxus Liberte stent
system?

The
FDA warning letter received by Boston Scientific stated that the FDA will not grant Boston Scientific's requests for exportation certificates to foreign governments or approve
pre-market approval applications for our class III devices to which the quality control or current good manufacturing practices deficiencies described in the letter are reasonably
related until the deficiencies described in the letter have been corrected. Boston Scientific intends to resolve the
quality issues cited by the FDA prior to the anticipated launch of its TAXUS® Liberté™ drug-eluting stent system in the United States and therefore
does not anticipate delays of these products; however, the disclosure in the Amendment has been supplemented to indicate that "if Boston Scientific is unable to resolve the issues raised by the FDA in
its warning letters to the satisfaction of the FDA on a timely basis, Boston Scientific may not be able to launch its new class III devices as planned, including the proposed launch of its
TAXUS® Liberté™ drug-eluting stent system in the United States in the second half of 2006." Please see page 31 of the Amendment. In addition, Boston
Scientific does not expect the FDA warning letter received by Guidant with respect to cardiac rhythm management devices to have an impact on the approval of Boston Scientific's TAXUS®
Liberté™ drug-eluting stent system.

The combined company will derive a significant portion of its revenue...page 33

10.You disclose that coronary stent revenues for the combined company on a pro forma basis represent approximately 20% of its consolidated net sales during the
nine month period ending September 30, 2005. To the extent material, please supplement this risk factor to discuss the impact of Johnson & Johnson's drug-coated stent
products on your market share.

We
note the Staff's comment. The disclosure in the Amendment has been modified in response to this comment. Please see the risk factor entitled "The combined company will derive a significant portion
of its revenues from the sale of drug-eluting coronary stent systems and a decline in the

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combined
company's market share of drug-eluting coronary stents may adversely affect the combined company's results of operations and financial condition" beginning on page 34 of the
Amendment.

Unaudited Pro Forma Condensed Consolidated Financial Statements, page 125

Pro Forma Adjustments; paragraph (d), page 135

11.With a view towards revised disclosure, please tell us whether your assumption of a weighted average interest rate of 6.19% is a reasonable estimate in light
of your disclosure in your risk factor entitled "Boston Scientific expects that, upon consummation of the merger, the credit ratings of the combined company will be downgraded from Boston Scientific's
current credit ratings and it is possible that the combined company's credit ratings could fall below investment grade," and in light of any recent developments in that regard. Please expand your
disclosure to explain in more detail how you calculated the weighted average interest rate and clarify how potential downgrades would affect that calculation.

We
note the Staff's comment relating to expanding Boston Scientific's disclosure to explain in more detail