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

    May 27,
2009

    U.S.
Securities and Exchange Commission

    Martin
James

    Senior
Assistant Chief Accountant

    100 F
Street, N.E.

    Mail Stop
3030

    Washington,
D.C. 20549

              Re:
              Comment letter dated May 13,
      2009

              Form 10-K for the Fiscal Year
      Ended December 31, 2008

              Filed February 27,
      2009

              File No.
      001-11083

    Dear Mr.
James:

    This letter is in response to your
letter dated May 13, 2009 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 for the Fiscal
Year Ended December 31, 2008

    Management’s Discussion and
Analysis of Financial Condition and Results of Operations, page
39

    Critical Accounting Policies
and Estimates, page 65

              1.

              In
      the interest of providing readers with a better insight into management’s
      judgments into accounting for goodwill, please tell us and, in future
      filings, consider disclosing the
following:

            a.

              The
      reporting unit level at which you test goodwill for impairment and your
      basis for that determination.

              b.

              Each
      of the valuation methodologies used to value goodwill (if multiple
      approaches are used), including sufficient information to enable a reader
      to understand how each of the methods used differ, the assumed benefits of
      a valuation prepared under each method, and why management selected these
      methods as being the most meaningful for the company in preparing the
      goodwill impairment analyses.

              c.

              How
      you weight each of the methods used including the basis for that weighting
      (if multiple approaches are used).

              d.

              A
      qualitative and quantitative description of the material assumptions used
      and a sensitivity analysis of those assumptions based upon reasonably
      likely changes.

              e.

              If
      applicable, how the assumptions and methodologies used for valuing
      goodwill in the current year have changed since the prior year
      highlighting the impact of any
changes.

    In
response to the Staff’s comments we provide the following response, and where
noted, we will include the revised disclosures below in our future filings,
including interim filings, where appropriate:

              a.

              In
      accordance with paragraph 30 of FASB Statement No. 142, Goodwill and Intangible
      Assets, we assess goodwill for impairment at the reporting unit
      level, which is defined as an operating segment or one level below an
      operating segment, referred to as a component.  We assess
      whether any components of our segments constitute a business for which
      discrete financial information is available and where segment management
      regularly reviews the operating results of that component, and then
      pursuant to the guidance of paragraph 17 of FASB Statement No. 131, Disclosures about Segments of
      an Enterprise and Related Information, we aggregate components
      within an operating segment that have similar economic characteristics. We
      will provide the following disclosure in our future
    filings:

    “We
assess goodwill for impairment at the reporting unit level, which is defined as
an operating segment or one level below an operating segment, referred to as a
component.  We determine our reporting units by first identifying our
operating segments, and then assess whether any components of these segments
constitute a business for which discrete financial information is available and
where segment management regularly reviews the operating results of that
component.  We aggregate components within an operating segment that
have similar economic characteristics. For our April 1, 2009 annual impairment
assessment, we identified our reporting units to be our six U.S. operating
segments, which in aggregate make up the U.S. reportable segment, and our four
international operating segments.”

              b.

              In
      performing our goodwill impairment assessments, we have used only the
      income approach.  We will provide the following disclosure in
      our future filings:

    “During
2008 and 2009, and consistent with prior periods, we used only the income
approach, specifically the discounted cash flow (DCF) method, to derive the fair
value of each of our reporting units in preparing our goodwill impairment
assessment.  This approach calculates fair value by estimating the
after-tax cash flows attributable to a reporting unit and then discounting these
after-tax cash flows to a present value using a risk-adjusted discount
rate.  We selected this method as being the most meaningful in
preparing our goodwill assessments because we believe the income approach most
appropriately measures our income producing assets.  We considered
using the market approach and cost approach but concluded they were not
appropriate in valuing our reporting units given the lack of relevant market
comparisons available

    for
application of the market approach and the inability to replicate the value of
the specific technology-based assets within our reporting units for application
of the cost approach.  Therefore, we believe that the income approach
represents the most appropriate valuation technique for which sufficient data is
available to determine the fair value of our reporting units.”

              c.

              We
      have not used multiple valuation approaches in our goodwill assessments
      (see “b.” above for our proposed
disclosure).

              d.

              We
      will provide the following disclosure in our future
    filings:

    “In
applying the income approach to our accounting for goodwill, we made assumptions
about the amount and timing of future expected cash flows, terminal value growth
rates and appropriate discount rates.  The amount and timing of future
cash flows within our DCF analysis is based on our most recent operational
budgets, long range strategic plans and other estimates.  The terminal
value growth rate is used to calculate the value of cash flows beyond the last
projected period in our DCF analysis and reflects our best estimates for stable,
perpetual growth of our reporting units.  We use estimates of market
participant weighted average costs of capital (WACC) as a basis for determining
the discount rates to apply to our reporting units’ future expected cash flows.
Due to economic conditions and the related increase in volatility in the equity
and credit markets, which became more pronounced starting in the fourth quarter
of 2008, our estimated market participant WACC increased 150 basis points from
9.5 percent during our 2008 second quarter annual goodwill impairment assessment
to 11.0 percent during our 2008 fourth quarter interim impairment
assessment.  This change, along with reductions in market demand for
products in our U.S. CRM reporting unit relative to our assumptions at the time
of the Guidant acquisition, were the key factors contributing to a $2.613
billion goodwill impairment charge that we recorded in the fourth quarter of
2008, refer to Note E –
Goodwill and Other Intangible Assets included in our Annual Report on
Form 10-K for the year ended December 31, 2008 for more detailed
information.”

              e.

              As
      indicated in “b.” above, we have consistently applied the income approach,
      specifically the discounted cash flow method, in the current and prior
      years as our valuation methodology for our goodwill assessments and will
      provide the disclosure as indicated.  Furthermore as indicated
      in “d.” above, we will provide the disclosure as indicated regarding our
      assumptions.  To the extent changes in our assumptions in the
      future have a significant impact on our goodwill impairment assessment we
      will make disclosures as
appropriate.

    Financial Statements, page
75

    Consolidated Statements of
Operations, page 76

              2.

              In
      future filings please present the aggregate amount of goodwill impairment
      losses as a separate line item in your consolidated statements of
      operations and the aggregate amount of your goodwill as a separate line
      item in your consolidated balance sheet, consistent with paragraph 43 of
      SFAS 142.

    In future
filings, consistent with paragraph 43 of SFAS 142, we will separately present
the aggregate amount of goodwill impairment losses and the aggregate amount of
our goodwill in our consolidated statements of operations and consolidated
balance sheet, respectively.

    In
connection with the 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 our filings;
and

      -
We may
not assert staff comments as a defense in any proceedings 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 responsive to the
Staff’s comments. The Staff should not hesitate to contact me directly at (508)
650-8750 with any questions that it may have.

                  Sincerely,

                /s/ Sam
      R. Leno

                Sam
      R. Leno

                  Chief
      Financial Officer