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WWW.EXFILE.COM, INC. -- 14024 -- BOSTON SCIENTIFIC CORP. -- CORRESPONDENCE FILING

                December
                  7, 2005

      Mr.
        Brian
        Cascio

      Accounting
        Branch Chief

      United
        States Securities and Exchange Commission

      100
        F
        Street, N.E.

      Washington,
        D.C. 20549-6010

                Re:

                Boston
                  Scientific Corporation

                Form
                  10-K for Fiscal Year Ended December 31, 2004

                Filed
                  March 16, 2005

                SEC
                  File No. 001-11083

      Dear
        Mr.
        Cascio:

      This
        letter is in response to your letter dated November 16, 2005 regarding the
        above
        subject matter. For ease of reference, we have reproduced the Staff’s comments
        below with our response and, as appropriate, proposed disclosure for inclusion
        in future filings following each comment.

      Form
        10-K as of December 31, 2004

      Item
        8. Financial Statements and Supplementary Data, page
        39

      Note
        D - Business Combinations, page 51

              1.

                We
                  note your acquisition of Advanced Bionics on June 1, 2004 and that
                  $397
                  million of the purchase price was allocated to goodwill. Please
                  tell us
                  and disclose in future filings the valuation methodologies and
                  significant
                  assumptions used to allocate the purchase price to the acquired
                  assets and
                  liabilities, including goodwill and intangible assets. Explain
                  the nature
                  of the core technology acquired. In addition, explain why such
                  a
                  significant portion of the purchase price was allocated to
                  goodwill.

      As
        described in the Valuation
        of Business Combinations
        section
        of Note A to our financial statements for the year ending December 31, 2004,
        we
        allocate amounts paid for each acquisition to the assets acquired and
        liabilities assumed based on their fair values at the dates of acquisition.
        We
        determine the fair value of the identifiable intangible assets primarily
        by
        using the income approach. We use the examples of intangible assets in Appendix
        A of SFAS 141 as a minimum list of potential intangible assets to value for
        each
        of our acquisitions, including Advanced Bionics. We use the AICPA’s practice
        aid, Assets
        Acquired in a Business Combination to be Used in Research and
        Development

       Activities,
        as
        additional guidance to identify and account for purchased research and
        development. We then allocate any excess purchase price over the fair values
        of
        the net tangible and intangible assets acquired to goodwill.

      Under
        SFAS 141, we recognize an intangible asset apart from goodwill if it arises
        from
        contractual or other legal rights. If an intangible asset does not arise
        from
        contractual or other legal rights, it is recognized as an asset apart from
        goodwill only if it is separable.  In the acquisition of Advanced
        Bionics
        on June 1, 2004, we identified core and developed technologies, purchased
        research and development intangible assets, and customer relationships in
        addition to goodwill. We engaged nationally-recognized independent appraisers
        to
        assist us in our identification and valuation procedures.

      We
        used
        the income approach to establish the fair values of the identified
        technology-based intangible assets in the acquisition of Advanced Bionics,
        including core and developed technologies and purchased research and
        development. Our revenue assumptions used in deriving the fair values were
        based
        on estimates of relevant market sizes, expected market growth rates, expected
        market penetration rates, expected trends in technology, and expected
        competitive offerings. Using these revenue assumptions, we estimated the
        after-tax cash flows attributable to the identified technology-based intangible
        assets over their expected useful lives and discounted the after-tax cash
        flows
        back to a present value using the following risk appropriate discount
        rates:

              Purchased research and
                development:
              18%-27%

              Developed technology:
              14%

              Core technology:
              17%-19%

      The
        purchased research and development of $50 million related to Advanced Bionics’
        micro-stimulator project and programmable drug pump project, which were
        in-process as of the date of acquisition. The micro-stimulator is an implantable
        neurostimulation device designed to treat a variety of neurological conditions,
        including migraine headaches, urge incontinence, epilepsy and sleep
        apnea. The drug delivery pump is an implanted programmable device
        designed
        to treat chronic pain.

      The
        developed technology ($26 million at December 31, 2005) related to Advanced
        Bionics’ auditory and pain management technologies, which had both received FDA
        approval as of the acquisition date. The auditory technology consists of
        a
        multichannel cochlear implant and an external sound processor that is capable
        of
        restoring the human sense of sound. The pain management technology consists
        of a
        spinal cord stimulation system for the treatment of chronic peripheral pain
        of
        the lower back and legs. This system has implanted parts and external parts,
        including an implantable pulse generator, leads, advanced electronics and
        a
        rechargeable battery. We determined that the estimated useful life of the
        developed technology was 5 years given the nature of microelectronic devices
        and
        the relatively rapid iteration of future generations of such technology.

      The
        core
        technology ($325 million at December 31, 2005) consists of patented and
        unpatented fundamental neuromodulation platforms for auditory technologies
        and
        pain management that primarily consist of microelectronics and software
        algorithms. This core technology represents the common platform or the common
        parts within each of the acquired implantable microelectronic device
        technologies that will be carried over in future iterations of the product.
        Therefore, we determined that the estimated useful life of the core technology
        was 20 years.

      We
        used
        the cost method approach to determine the fair value of the customer
        relationship intangible asset, which approximated $10 million. We determined
        the
        fair value of the customer relationship asset by estimating the annual sales
        cost to obtain and maintain customers (e.g. hospitals, clinics and medical
        practitioners) over the estimated number of years to obtain a customer base
        equivalent to Advanced Bionics’ existing customer
        base.

      A
        significant excess of cost remained after allocating the purchase price to
        the
        net tangible and intangible assets, which we allocated to goodwill. This
        significant amount of excess was attributable to the low level of net tangible
        assets acquired, the early stage of development of the acquired in-process
        technologies and the relatively short product life cycles of the developed
        technologies. We expected much of the value of the acquisition to be driven
        by
        future growth of the neuromodulation markets and future technological
        developments impacting future product offerings. In addition, we believe
        that
        the goodwill encompasses the value associated with Advanced Bionics’
        highly-technical and specialized assembled workforce, including the senior
        management team that remained with Advanced Bionics post-acquisition; the
        value
        of synergies associated with the acquisition given our resources, including
        our
        operational and global sales and marketing expertise; and the strategic benefit
        we expect to derive from Advanced Bionics by expanding our reach into the
        rapidly growing implantable microelectronic device market.

      We
        propose the following enhanced disclosure to be used in our 2005 Form
        10-K:

      On
        June 1, 2004, the Company completed its acquisition of 100 percent
        of
        the fully diluted equity of Advanced Bionics for an initial payment of
        approximately $740 million in cash, plus possible future earn-out
        payments.
        The initial purchase price was primarily funded by the issuance of commercial
        paper. Advanced Bionics develops implantable microelectronic technologies
        for
        treating numerous neurological disorders. Its neuromodulation technology
        includes a range of neurostimulators (or implantable pulse generators),
        programmable drug pumps and cochlear implants. At the acquisition date, Advanced
        Bionics had received FDA approval for certain auditory and pain management
        technologies. The auditory technology consists of a multichannel cochlear
        implant and an external sound processor that is capable of restoring the
        human
        sense of sound. The pain management technology consists of a spinal cord
        stimulation system for the treatment of chronic peripheral pain of the lower
        back and legs. In addition, Advanced Bionics had two significant projects
        in-process at the time of acquisition, including the bion microstimulator
        and
        the drug delivery pump. The bion microstimulator is an implantable
        neurostimulation device designed to treat a variety of neurological conditions,
        including migraine headaches, urge incontinence, epilepsy and sleep apnea.
        The
        drug delivery pump is an implanted programmable device designed to treat
        chronic
        pain. See the Purchased Research and Development section of this footnote
        for
        details on these two in-process projects. The Advanced Bionics acquisition
        was
        intended to expand the Company’s technology portfolio into the implantable
        microelectronic device market.

      The
        Advanced Bionics acquisition was structured to include earn-out payments
        that
        are primarily contingent on the achievement of future performance milestones.
        The performance milestones are segmented by Advanced Bionics’ four principal
        technology platforms (cochlear implants, implantable pulse generators, drug
        pumps and bion® microstimulators) and each milestone has a specific earn-out
        period, which generally commences on the date of the related product launch.
        Base earn-out payments on these performance milestones approximate
        two-and-a-quarter times incremental sales for each annual period. There are
        also
        bonus earn-out payments available based on the attainment of certain aggregate
        sales performance targets and a certain gross margin level. The milestones
        associated with the contingent consideration must be reached in certain periods
        ranging from 2005 through 2013. The estimated maximum potential amount of
        future
        contingent consideration (undiscounted) that the Company could be
        required
        to make associated with its acquisition of Advanced Bionics is approximately
        $2.6 billion. The estimated cumulative revenue level
        (undiscounted) associated with these maximum future contingent payments
        is
        approximately $5.8 billion during the period from 2005 through 2013.
        The
        Company will allocate these payments, if made, to goodwill.

      Fair
        values of tangible assets and liabilities obtained in conjunction with the
        acquisition of Advanced Bionics were as follows:

                (in
                  millions)

                Assets

                    $64

                Liabilities

                    $35

                Net
                  Tangible Assets

                    $29

      The
        Company allocated the excess of purchase price over the fair value of net
        tangible assets acquired to specific intangible asset categories as follows:

                    (in
                      millions)

                    Amount

                    Assigned

                    Weighted

                    Average

                    Amortization

                    Period

                    Risk-Adjusted

                    Discount
                      Rate

                    Used
                      in Purchase

                    Price
                      Allocation

                    Amortizable
                      Intangible Assets

                    Technology
                      - core

                    $325

                    20
                      years

                    17%-19%

                    Technology
                      - developed

                    26

                    5
                      years

                    14%

                    Other

                    10

                    15
                      years

                    *

                    $361

                    19
                      years

                  Unamortizable
                    Intangible Assets

                      Goodwill

                    $397

                  Purchased
                    Research and Development

                   $50

                   18%-27%

      *
        The
        Company used the cost replacement method to value the customer relationship
        asset obtained in conjunction with the acquisition of Advanced Bionics.

      The
        Advanced Bionics developed technology consists of auditory and pain management
        technologies that had received FDA approval as of the acquisition date. The
        Company determined that the estimated useful life of the developed technology
        was 5 years given the nature of microelectronic devices and the relatively
        rapid
        iteration of future generations of such technology.

      The
        core technology consists of patented and unpatented fundamental neuromodulation
        platforms for auditory and pain management technologies. This core technology
        represents the common platform or the common parts within each of the acquired
        implantable microelectronic device technologies that will be carried over
        in
        future iterations of the product. Therefore, the Company determined that
        the
        estimated useful life of the core technology was 20 years.

      A
        significant excess of cost remained after allocating the purchase price to
        the
        net tangible and intangible assets, which we allocated to goodwill. This
        significant amount of excess was attributable to the low level of net tangible
        assets acquired, the early stage of development of the acquired in-process
        technologies and the relatively short product life cycles of the developed
        technologies. The