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      Unassociated Document

            December 21,
              2006

    U.S.
      Securities and Exchange Commission

    Brian
      Cascio

    Accounting
      Branch Chief

    100
      F
      Street, N.E.

    Washington,
      D.C. 20549

            Re:

              Boston
                Scientific Corporation

              Comment
                letter dated November 29,
                2006

    Form
      10-Q for the Quarterly Period Ended September 30, 2006

    Forms
      8-K dated September 21, and October 18, 2006

    File
      No. 001-01043

    Dear
      Mr.
      Cascio:

    This
      letter is in response to your letter dated November 29, 2006 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.

    Guidant
      Acquisition, page 6

            1.

              Please
                tell us and disclose in future filings the method and significant
                assumptions used to value the 577 million shares of common stock
                issued in
                connection with your acquisition of Guidant, consistent with paragraph
                51(d) of SFAS 141. Please tell us how your valuation considered paragraphs
                20 - 24 of SFAS 141 and EITF
                99-12.

    Under
      the
      terms of the merger agreement with Guidant, each share of Guidant common stock
      was converted into the right to receive (i) $42.00 in cash and (ii) between
      1.3167 and 1.6799 shares of Boston Scientific common stock, based on the average
      closing price of Boston Scientific common stock during the 20 consecutive
      trading day period ending three trading days prior to the closing date of the
      merger (the “trading period”), and (iii)  $0.0132 in cash for each day
      beginning on April 1, 2006 through the closing date of the merger. If the
      average closing price of Boston Scientific common stock during the trading
      period was less than or equal to $22.62 (as it ultimately turned out to be),
      the
      merger agreement specified that the exchange ratio would be 1.6799 Boston
      Scientific shares for each share of Guidant common stock. If the average closing
      price of Boston Scientific common stock during that period was greater than
      or
      equal to $28.86, Guidant shareholders would have received 1.3167 Boston
      Scientific shares for each share of Guidant common stock.

    In
      accordance with paragraph 22 of Statement of Financial Accounting Standards
      (SFAS) No. 141, we measured the fair value of our common stock distributed
      as
      consideration paid for our acquisition of Guidant. We determined the measurement
      date to be April 17, 2006, which is the first date on which the average 20
      day
      closing price fell below the $22.62 lower price boundary. This was, therefore,
      the first date on which the number of Boston Scientific shares to be issued
      as
      part of the acquisition became fixed without subsequent revision, and therefore
      we used that date as the measurement date in accordance with paragraph 7 of
      Emerging Issues Task Force (“EITF”) Issue No. 99-12. Consistent with paragraph 9
      of EITF 99-12, we valued the securities based on market prices a few days before
      and after the measurement date, which did not include any dates after the
      acquisition was consummated on April 21, 2006. Specifically, we calculated
      the
      volume weighted average stock price during the five trading day period
      commencing on April 12 and ending on April 19. Based on this calculation, we
      valued the shares issued at $21.68 per share.

    We
      propose supplementing our disclosures for our 2006 10-K Filing as
      follows:

    Upon
      the closing of the acquisition, each share of Guidant common stock (other than
      shares owned by Guidant, Galaxy Merger Sub and Boston Scientific) was converted
      into (i) $42.00 in cash, (ii) 1.6799 shares of Boston Scientific common
      stock, and (iii) $0.0132 in cash per share for each day beginning on April
      1
      through the closing date of April 21, representing an additional $0.28 per
      share. The number of Boston Scientific shares issued for each Guidant share
      was
      based on an exchange ratio determined by dividing $38.00 by the average closing
      price of Boston Scientific common stock during the 20 consecutive trading day
      period ending three days prior to the closing date, so long as the average
      closing price during that period was between $22.62 and $28.86. If the average
      closing price during that period was below $22.62, the merger agreement
      specified a fixed exchange ratio of 1.6799 shares of Boston Scientific common
      stock for each share of Guidant common stock. Because the average closing price
      of Boston Scientific common stock during that period was less than $22.62,
      Guidant shareholders received 1.6799 Boston Scientific shares for each share
      of
      Guidant common stock.

    We
      measured the fair value of the 577 million shares of our common stock issued
      as
      consideration in conjunction with our acquisition of Guidant under SFAS No.
      141,
      Business Combinations, and EITF No. 99-12, Determination of the Measurement
      Date
      for the Market Price of Acquirer Securities Issued in a Purchase Business
      Combination. We determined the measurement date to be April 17, 2006, the first
      date on which the average 20 day closing price fell below $22.62 and the number
      of Boston Scientific shares to be issued according to the exchange ratio became
      fixed without subsequent revision. We valued the securities based on average
      market prices a few days before and after the measurement date (beginning on
      April 12 and ending on April 19), which did not include any dates after the
      April 21 closing date of the acquisition. The weighted average stock price
      so
      determined was $21.68.

    Abbott
      Transaction, page 7

            2.

              You
                disclose that Abbott purchased approximately 65 million shares of
                common
                stock from you for $1.4 billion, or $21.66 per share. Under your
                agreement, Abbott must sell all of these shares no later than 30
                months
                following April 21, 2006. Abbott must then apply a portion of the
                net
                proceeds from the sale of the shares in excess of specified amounts,
                if
                any, to reduce the principal amount of the loan that Abbott made
                to you.
                You refer to this as the “sharing of proceeds feature.” We note that you
                are accounting for this feature at its fair value and recorded an
                asset
                for $102 million at the date of sale. You are re-valuing this asset
                each
                reporting period at fair value with changes in the fair value reflected
                as
                a gain or loss within other non-operating income and expense and
                will
                continue to do so until all of the shares are sold by Abbott. Please
                tell
                us and disclose in future filings the method and significant assumptions
                used to determine the initial and subsequent fair value of this feature.
                In addition, tell us the accounting literature that you applied to
                this
                transaction and why. Include a discussion of all of the significant
                terms
                of the sale as well as those of the loan. Please also discuss how
                you
                account for any actual sharing of proceeds, which results in a reduction
                to the principal amount of your
                loan.

    Abbott
      Transaction

    Significant
      Terms:

    On
      April
      21, 2006, immediately prior to the closing of the Boston Scientific-Guidant
      transaction, but conditioned on the commitment by Guidant to close the Boston
      Scientific-Guidant transaction, Abbott acquired Guidant’s vascular intervention
      and endovascular solutions businesses for:

            ·

              an
                initial payment of $4.1 billion in cash at the Abbott transaction
                closing;

            ·

              a
                future milestone payment of $250 million contingent upon receipt of
                an approval from the U.S. FDA within ten years after the Abbott
                transaction closing to market and sell an everolimus-eluting stent
                in the
                U.S.; and

            ·

              a
                future milestone payment of $250 million contingent upon receipt
                of an
                approval from the Japanese Ministry of Health, Labour and
                Welfare within ten years after the Abbott transaction closing to
                market and sell an everolimus-eluting stent in
                Japan.

    In
      addition, Abbott loaned Boston Scientific $900 million on a subordinated
      basis (the “Note”). The Note has the following significant terms:

            ·

              Interest:
                Interest is payable semi-annually at a fixed 4.00 percent rate of
                interest.

            ·

              Maturity:
                All then unpaid principal and accrued interest on the Note shall
                be due
                and payable in cash on April 21,
                2011.

            ·

              Optional
                loan pre-payment:
                The Note is pre-payable prior to maturity without penalty or
                premium.

            ·

              Mandatory
                loan pre-payment:
                See discussion below.

    Further,
      Abbott purchased from Boston Scientific approximately 65 million shares of
      Boston Scientific’s common stock (the “Shares”) for $1.4 billion, or $21.66
      per share. The stock sale contains the following significant terms:

            ·

              Price
                per share:
                Abbott agreed to purchase $1.4 billion in shares of Boston Scientific
                common stock based on a per share purchase price of the lower of
                (i) $25.00 and (ii) the average closing price of Boston
                Scientific common stock during the five consecutive trading day period
                ending three trading days prior to the Abbott transaction closing.
                The
                price per share ($21.66) was calculated based on the average of the
                per
                share closing prices of Boston Scientific common stock during the
                five
                consecutive trading days ending (and including) April 18, 2006 (three
                days
                prior to the closing of the Abbott
                transaction).

            ·

              Sale
                restrictions:

            o

              Abbott
                may not sell any of the Shares during the first six months following
                April
                21, 2006, unless the average price per share of Boston Scientific
                common
                stock over any consecutive 20 trading day period exceeds $30.00. In
                such case, Abbott may sell up to 8.33% of the Shares per
                month.

            o

              Between
                the period of 6 months to 18 months following April 21, 2006, Abbott
                may
                sell up to 8.33% of the Shares per
                month.

            o

              In
                accordance with the consent order issued by the Federal Trade Commission,
                Abbott must dispose of all of the Shares by the end of 30 months
                following
                April 21, 2006.

            ·

              Sharing
                of proceeds; Mandatory loan pre-payment:
                The proceeds from Abbott’s sale of the Shares will be shared between
                Abbott and Boston Scientific as
                follows:

            o

              If
                the sale price is less than or equal to 110% of $21.66 per share
                ($23.83
                per share), then Abbott will retain all proceeds from the
                sale.

            o

              If
                the sale price is between 110% of $21.66 per share and 120% of $21.66
                per
                share (between $23.83 and $25.99), then Abbott will retain all proceeds
                up
                to $21.66 and Boston Scientific will receive any proceeds in excess
                of
                $21.66.

            o

              If
                the sale price is above 120% of $21.66 per share ($25.99 per share),
                then
                all proceeds up to $21.66 will be retained by Abbott, any proceeds
                in
                excess of $21.66 but less than or equal to $25.99 will be retained
                by
                Boston Scientific, and any proceeds in excess of $25.99 will be split
                equally between Abbott and Boston
                Scientific.

    Any
      proceeds earned by Boston Scientific from the sale of the Shares must be used
      toward prepayment of the Note.

    Accounting
      Considerations:

    We
      believe the sharing of proceeds feature represents a derivative financial
      instrument in accordance with paragraphs 6-18 of SFAS No. 133. The sharing
      of
      proceeds feature is embedded in the agreement for the sale of the Shares, and
      therefore represents and meets the criteria of an embedded derivative as defined
      by paragraph 12 of SFAS 133.

    The
      feature meets the requirements for treatment as a derivative instrument pursuant
      to paragraphs 6-11 of SFAS 133. Specifically, paragraph six reads as
      follows:

    “A
      derivative instrument is a financial instrument or other contract with all
      three
      of the following characteristics:

    a.
      It has
      (1) one or more underlyings and (2) one or more notional amounts or payment
      provisions or both. Those terms determine the amount of the settlement or
      settlements, and, in some cases, whether or not a settlement is
      required.

    b.
      It
      requires no initial net investment or an initial net investment that is smaller
      than would be required for other types of contracts that would be expected
      to
      have a similar response to changes in market factors.

    c.
      Its
      terms require or permit net settlement, it can readily be settled net by a
      means
      outside the contract, or it provides for delivery of an asset that puts the
      recipient in a position not substantially different from net
      settlement.”

    The
      sharing of proceeds feature has an underlying (the Boston Scientific share
      price), and a notional amount (approximately 65 million shares at inception).
      There was no specific initial net investment for the sharing of proceeds
      feature. Furthermore, the value of the sharing of proceeds feature is
      significantly less than the notional amount of the securities, and thus is
      less
      than the initial net investment that would be commensurate with the amount
      that
      would be exchanged to acquire the asset related to the under