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WWW.EXFILE.COM, INC. -- 14087 -- BOSTON SCIENTIFIC CORP. -- CORRESPONDENCE FILING

                January
                  17, 2006

      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

                Response
                  Letter dated December 7, 2005

                File
                  No. 001-11083

      Dear
        Mr.
        Cascio:

      This
        letter is in response to your letter dated December 30, 2005 regarding the
        above
        subject matter. For ease of reference, we have reproduced the Staff’s comments
        below with our response.

      Form
        8-K dated October 14, 2005

      Exhibit
        99.1

      Third
        Quarter Financial Results

              1.

                Please
                  refer to prior comment 2. Your proposed revised disclosures related
                  to the
                  non-GAAP measures do not include all
                  of the disclosures required by paragraph (e)(1)(i) of Item 10 of
                  Regulation S-K and Question 8 of the FAQ Regarding the Use of Non-GAAP
                  Financial Measures dated June 13, 2003. Please revise to
                  specifically
                  include a discussion, in sufficient detail, of the following for
                  each
                  non-GAAP measure:

            ·

              The
                substantive reasons why management believes each non-GAAP measure
                provides
                useful information to
                investors;

            ·

              The
                specific manner in which management uses each non-GAAP measure to
                conduct
                or evaluate its business;

            ·

              The
                economic substance behind management’s decision to use each measure;
                and

            ·

              The
                material limitations associated with the use of each non-GAAP measure
                as
                compared to the use of the most directly comparable
                GAAP

                measure
                  and the manner in which management compensates for these limitations
                  when
                  using the non-GAAP measure.

      Your
        current disclosures are generic and vague and do not provide the reader
        sufficient information to understand each
        non-GAAP measure. Please revise to provide all the disclosures requested
        above
        or otherwise remove the non-GAAP statements of operations format from future
        filings.

      We
        will
        remove the non-GAAP statements of operations format from future documents furnished
        with the SEC.

              2.

                We
                  note your disclosure that management uses these measures “to evaluate the
                  performance period over period and to analyze the underlying trends
                  on the
                  Company’s business.” We also note the disclosures that these non-GAAP
                  measures are the primary indicators management uses for establishing
                  operational goals and forecasts that are used in allocating resources.
                  Please confirm that the adjustments reflected in your non-GAAP
                  measures
                  are also reflected in, and are consistent with, the measurement
                  principles
                  you use to assess segment performance pursuant to SFAS 131. Otherwise,
                  discuss the reasons for any differences in the two approaches.
                  We may have
                  further comments.

      The
        adjustments excluded from our non-GAAP measures are consistent with those
        excluded from our reportable segments’ operating profit (i.e. measure of profit
        or loss). These adjustments are not allocated to our reportable segments
        and are
        excluded from the financial information that our chief operating decision
        maker
        reviews to make operating decisions and assess performance. As a result,
        in our
        SFAS 131 annual and quarterly disclosures, the adjustments are a reconciling
        item between our reportable segments’ operating profit and our consolidated
        operating profit.

      However,
        the adjustments excluded from our non-GAAP net income/net income per share
        are
        net of income tax, whereas the adjustments reflected in our SFAS 131 disclosures
        are before income tax, per SFAS 131, paragraph 32b.

      In
        connection with our responses above, we acknowledge the following:

              ·

                we
                  are responsible for the adequacy and accuracy of the disclosure
                  in our
                  filings;

              ·

                staff
                  comments or changes to disclosure in response to staff comments
                  do not
                  foreclose the Commission from taking any action with respect to
                  the
                  filing; and

              ·

                we
                  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.

      We
        hope
        that the Staff finds our responses to be reasonable and appropriate. Please
        do
        not hesitate to contact me directly at (508) 650-8450 with any questions.

                Sincerely,

                /s/ Lawrence
                  C. Best

                Lawrence
                  C. Best

                Chief
                  Financial Officer