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    WWW.EXFILE.COM, INC. -- 888-775-4789 -- BOSTON SCIENTIFIC CORP. -- CORRESP

    November
      9, 2007

    United
      States Securities and Exchange Commission

    Hanna
      T.
      Teshome

    Special
      Counsel

    Division
      of Corporation Finance

    100
      F
      Street, N.E.

    Washington,
      D.C. 20549

              Re:

              Comment
                letter dated September 26, 2007

            Definitive
              14A

            Filed
              on March 27, 2007

            File
              No. 001-11083

    Dear
      Ms.
      Teshome:

    This
      letter is in response to your
      letter dated September 26, 2007 regarding the above subject matter. For ease
      of
      reference, we have reproduced the Staff’s comments below with our responses, and
      as appropriate, our additional or enhanced disclosure following each
      response.  Please be advised that, while the substance of the
      disclosure will change for fiscal year 2007, we have supplemented the disclosure
      from our 2006 proxy statement in this letter to demonstrate the spirit of how
      we
      propose to address your comments in future filings.  Page references
      below are to pages from our 2006 proxy statement and italicized portions
      indicate new disclosure.

    Executive
      Compensation and Human Resources Committee, page 16

              1.

              You
                state that you engaged Watson Wyatt and Towers Perrin to provide
                compensation consulting services in 2006. Please disclose in greater
                detail the nature and the scope of the consultants’ assignments and the
                material elements of the instructions and directions given to the
                consultants with respect to the performance of their duties under
                the
                engagement. Please refer to Item 407(e)(3)(iii) of Regulation
                S-K.

              We
                will expand our disclosure on page 17 as follows and will cross reference
                to this discussion in future Compensation Discussion &
                Analysis:

        1

              The
                Compensation Committee may also retain compensation consultants to
                assist
                it in evaluating executive compensation and may retain counsel,
                accountants or other advisors, as it deems appropriate, at the Company’s
                expense.  The Compensation Committee engaged the compensation
                consulting services of Watson Wyatt and Towers Perrin in
                2006.  Watson Wyatt provides the Compensation Committee and
                management with (i) market data on Board of Directors
                compensation, CEO compensation, and our annual performance incentive
                plan,(ii) assistance with defining a peer group of companies,
                and
                (iii) proxy statement consulting
                services.

              The
                Compensation Committee instructed Watson Wyatt to compare our Board
                of
                Directors and CEO compensation arrangements to those of our peer
                companies
                and to advise it of any recommended revisions to those
                arrangements.  With respect to CEO compensation, the
                Compensation Committee instructed Watson Wyatt to conduct a detailed
                analysis of CEO compensation relative to our initial 2006 peer group
                with
                respect to pay for performance, capital accumulation, value realized,
                and
                total remuneration.  Details regarding the results of these
                analyses are contained in our Compensation Discussion & Analysis on
                page 20.  In addition, the Compensation Committee asked Watson
                Wyatt to help the Company define a peer group of companies and collect
                relevant market data from those companies for base salary, incentive
                bonus
                and equity award referencing purposes. The Compensation Committee
                also
                instructed Watson Wyatt to analyze and make recommendations regarding
                our
                2006 annual performance incentive plan and, in doing so, to interview
                our
                executive officers, conduct market research and modeling, and benchmark
                our plan against those of our peer companies.  In addition, the
                Compensation Committee asked Watson Wyatt to advise the Committee
                regarding the SEC’s new executive compensation disclosure rules and to
                work with the Committee and management in the preparation of our
                2006
                proxy statement disclosures regarding Board and executive
                compensation.  Watson Wyatt attended Compensation Committee
                meetings throughout 2006.

              Towers
                Perrin provided the Compensation Committee and management with benefits
                plan design consulting, director and executive compensation
                consulting, market surveys and compensation communications
                support.  The Compensation Committee instructed Towers
                Perrin to review our benefits plans and specific executive compensation
                practices, conduct market surveys and executive interviews, compare
                our
                practices to market practices, and make recommendations regarding
                recommended revisions to those practices.  The Compensation
                Committee also asked Towers Perrin to review the director compensation
                practices of our peer companies to determine the relative competitiveness
                of our outside director compensation program.  In addition, the
                Committee directed Towers Perrin to assist management in developing
                communications materials regarding our benefits and compensation
                arrangements.  Towers Perrin attended Compensation Committee
                meetings in the second quarter of
                2006.

        2

    Compensation
      Discussion and Analysis, page 19

    Market
      Referencing, page 19

              2.

              Your
                disclosure indicated that you refer to “overall guidelines” to establish
                individual compensation pay levels. Please provide disclosure that
                not
                only sets forth the amount of compensation awarded but also provides
                substantive analysis and insight into how the committee determined
                the
                specific payout amounts. Please include in such disclosure a complete
                analysis of the extent to which target or maximum levels of performance
                goals were achieved and how achievement of the various corporate
                financial, strategic and operational objectives and individual goals
                resulted in specific payouts under each element. Also provide in
                your
                disclosure an analysis of the specific factors considered by the
                committee
                in ultimately approving particular pieces of each named executive
                officer’s compensation package and disclose the reasons why the committee
                believes that the amounts paid to each named executive officer are
                appropriate in light of the various items it considered in making
                specific
                compensation decisions. Refer to Item 402(b)(1)(v) of Regulation
                S-K.

              We
                respectfully direct the Staff to the discussion of how the Compensation
                Committee determined the specific payout amounts for each element
                of
                compensation (base salary, performance incentives and annual equity
                incentives) within each of those sections on pages 22 to 26.  In
                addition, to address this Comment 2 (as well as Comments 3 through
                7), we
                will expand our disclosure on those pages as
                follows:

              Base
                Salary [page 22].

              NEOs
                (other than CEO).  We establish base salaries for our executive
                officers (other than the CEO) based upon the prior year PADR performance
                reviews conducted by and the recommendations of the CEO presented
                to the
                Compensation Committee for approval or modification.  To remain
                competitive in the industry and to acknowledge individual officers’
                contributions in light of our Project Horizon quality system improvement
                initiative and business integration efforts, the Committee approved
                competitive base salary increases for our NEOs for 2006, as recommended
                by
                the CEO, as follows:

              Name

              2005
                Base Salary

              2006
                Base Salary

              %
                Increase

              Effective
                Date

              Paul
                A. LaViolette………

              $600,000

              $660,000

              10.0%

              12/27/05

              Lawrence
                C. Best……….

              $625,000

              $660,000

              5.6%

              12/27/05

              Fredericus
                A. Colen…….

              $435,000

              $465,000

              6.9%
                (1)

              12/27/05

              Fredericus
                A. Colen…….

              $465,000

              $500,000

              7.5%
                (2)

              5/8/06

              Paul
                W. Sandman………..

              $435,000

              $460,000

              5.7%

              12/27/05

              _______________

              (1)
                Mr. Colen received a 6.9% year-end raise.

              (2)
                Mr. Colen received an additional 7.5% mid-year raise in connection
                with
                his assumption of additional responsibilities within our new cardiac
                rhythm management division after our Guidant
                acquisition.

        3

    Mr.
      LaViolette’s increase was, in part, attributable to a base salary adjustment
      based on a market comparison of his salary compared to the salaries of other
      chief operating officers within our peer group and to Mr. LaViolette’s
      increased responsibilities to advance our Project Horizon quality
      initiative.  Mr. Colen received a beginning of the year
      increase in recognition of his anticipated involvement in the strategic
      planning, due diligence and portfolio assessment with respect to the Guidant
      acquisition and a mid-year increase in recognition of his promotion in May
      2006 to assume additional operations and technology responsibilities within
      our
      new cardiac rhythm management division.  Mr. Best’s salary
      increase was attributable to his increased efforts towards new business
      development initiatives, including technology acquisitions and investments,
      to
      enhance our product pipeline.  Mr. Sandman’s salary increase was
      attributable to his increased efforts towards managing the Company’s complex
      litigation and consummating and integrating business
      acquisitions.  The range of salary increases for our NEOs (other
      than the CEO) for 2006 from 2005 was 5.6% (in the case of Mr. Best) to
      14.4% (in the case of Mr. Colen).

    CEO.  The
      base salary of our CEO is established by the Compensation Committee upon the
      recommendation of the Chairman of the Board and the Governance Committee of
      the
      Board of Directors after consideration of the CEO’s performance for the prior
      year.  As part of its determination, the Committee reviews an
      assessment of the CEO’s actual performance versus objectives set for the CEO at
      the beginning of the year, the Company’s actual performance during the year, as
      well as market data provided by our compensation consultants.  Our
      CEO’s primary objectives for 2005 were to meet or exceed quarterly sales and
      earnings targets, increase sales of our TAXUS® stent system in the U.S. and
      abroad, focus on new product development initiatives and successfully integrate
      several recently acquired companies into our operations. Our CEO’s actual
      base salary increase for 2006 from 2005 was 3% and became effective in late
      February 2006.

              Name

              2005
                Base Salary

              2006
                Base Salary

              %
                Increase

              Effective
                Date

              James
                R. Tobin

              $900,000

              $927,000

              3%

              2/28/06

    The
      limited nature of Mr. Tobin’s increase was due to the Compensation Committee’s
      determination that while the Company had successfully integrated several recent
      acquisitions, acquired certain outside technology to fuel the Company’s product
      development pipeline and launched TAXUS® Liberte™ in Europe, the
      Company had only achieved quarterly sales and earnings targets in two of four
      quarters in 2005, TAXUS® market share lagged expectations and the
      launch of TAXUS® in Japan had been delayed.

    Performance
      Incentives [page 22].

    Overview.  Through
      our Performance Incentive Plan for all salaried personnel, we seek to provide
      pay for performance by linking incentive awards to both Company and individual
      performance through a range of award opportunities which depend upon the level
      of achievement of quarterly Company and individual objectives.  The
      Compensation Committee measures corporate achievement on a quarterly basis

        4

    against
      sales, net income and quality objectives established prior to the beginning
      of
      the quarter to determine the size of a bonus pool.  These goals
      excluded legacy Guidant results in 2006 because the acquisition closed during
      the second quarter of the year.  The Compensation Committee also
      measures individual achievement for an executive officer by comparing the actual
      performance of the executive to the individual goals and objectives established
      for the executive at the beginning of or during the year.

    For
      the
      first half of the year, the relative weightings of our corporate objectives
      were
      50% of the award based on sales and 50% based on net income (excluding certain
      charges).  In the second half of 2006, we revised the weightings to
      35% of the award based on sales, 35% based on net income (excluding certain
      charges), and 30% based on quality, to further emphasize our commitment to
      improving quality throughout the organization and the introduction of our new
      quality policy.  The Compensation Committee believes that
      corporate sales and net income goals are appropriate to encourage our executives
      to achieve superior financial performance for the Company with the goal of,
      in
      turn, generating shareholder value.  The Committee believed that the
      addition of a corporate quality goal in 2006 was appropriate in order to
      emphasize the Company’s commitment to improving its quality systems, resolving