SecProbe.io

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 Boston Scientific Corporation

 300 Boston Scientific Way

 Marlborough, MA 01752

 March 30, 2026

 Via EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Industrial Applications and Services

 100 F Street, NE

 Washington, D.C. 20549

 Attn: Margaret Sawicki

 Re:
 Boston Scientific Corporation

 Registration Statement on Form S-4

 Filed on February 27, 2026

 File No. 333-293872

 Request for Effectiveness

 Dear Ms. Sawicki,

 Reference is made to the Registration
Statement on Form S-4 (File No. 333-293872) (the " Registration Statement ") filed by Boston Scientific Corporation
(the " Company ") with the U.S. Securities and Exchange Commission on February 27, 2026, as amended on March 30,
2026.

 The Company hereby requests
that the effective date for the Registration Statement be accelerated to 9:00 a.m., Eastern Time, on April 1, 2026, or as soon as
possible thereafter, pursuant to Rule 461 promulgated under the U.S. Securities Act of 1933, as amended.

 Please contact Clare O'Brien
of Allen Overy Shearman Sterling US LLP at (212) 848-8966 or cobrien@aoshearman.com with any questions you may have concerning this letter
or if you require any additional information. We request that we be notified of the effectiveness of the Registration Statement by telephone
call to Ms. O'Brien and that such effectiveness also be confirmed in writing.

 [ Signature Page Follows ]

 Sincerely yours,

 Boston Scientific Corporation

 /s/
 Jonathan Monson

 Name:
 Jonathan Monson

 Title:
 Executive Vice President and Chief Financial Officer

 cc:
 Vance R. Brown – Boston Scientific Corporation

 Clare O'Brien, Esq. – Allen Overy Shearman Sterling US LLP

 Derrick Lott, Esq. – Allen Overy Shearman Sterling US LLP

 Richard Alsop, Esq. – Allen Overy Shearman Sterling US LLP

 Johanna Roberts – Penumbra, Inc.

 Alan Denenburg, Esq – Davis Polk & Wardwell LLP

 Michael Diz, Esq. – Davis Polk & Wardwell LLP

March 9, 2026
Jonathan Monson
Executive Vice President and Chief Financial Officer
Boston Scientific Corporation
300 Boston Scientific Way
Marlborough, MA 01752
Re:Boston Scientific Corporation
Registration Statement on Form S-4
Filed February 27, 2026
File No. 333-293872
Dear Jonathan Monson:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Margaret Sawicki at 202-551-7153 with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and Services
cc:Clare O’Brien, Esq.

Mail Stop 3030
December 13, 2016

Via E -mail
Daniel J. Brennan
Executive Vice President and Chief Financial Officer
Boston Scientific Corporation
300 Boston Scientific Way
Marlborough, Massachusetts 01752 -1234

Re: Boston Scientific Corporation
Form 8 -K dated July 28, 2016
Filed July 28, 2016
File No. 001 -11083

Dear Mr. Brennan :

We have comp leted our review of your filing .  We remind you that the company and its
management  are responsible for the accuracy and adequacy of the ir disclosure s, notwithstanding
any review, comments, action or absence of action by the Staff.

        Sincerely,

        /s/ Martin James

 Martin James
Senior Assistant Chief Accountant
Office of Electronics and Machinery

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CONFIDENTIAL TREATMENT REQUESTED BY BOSTON SCIENTIFIC CORPORATION PURSUANT TO RULE 83

November 10, 2016

VIA EDGAR

Mr. Martin James

Senior Assistant Chief Accountant

U.S. Securities and Exchange Commission

Office of Electronics and Machinery

100 F Street, N.E.

Washington, D.C.  20549-7010

Re:

 Boston Scientific Corporation

Form 8-K dated July 28, 2016

Filed July 28, 2016

File No. 001-11083

Dear Mr. James:

The following responses are related to the comment letter, dated October 31, 2016, to Boston Scientific Corporation, a Delaware corporation (the “Company,” “we” or “us”), from the staff (the “Staff”) of the Securities and Exchange Commission provided in respect of the Company’s Form 8-K dated July 28, 2016. For your convenience, the Staff’s comments are reproduced in italicized type and are followed by the Company’s response.

1.

 While we see from your response that you indicate each restructuring plan is a result of unique business circumstances and contains targeted initiatives approved by your Board of Directors over a defined timeframe, it does not appear to address the nature and recurrence of the charges. We note from your disclosures that the 2014 Plan was intended to build on the progress you made to address financial pressures in a changing global marketplace, further strengthen the company’s operational effectiveness and efficiency, support new growth investments and build on your PNO strategy. Similarly, we note your disclosure that the 2016 restructuring plan is intended to develop global commercialization, technology and manufacturing capabilities in key growth markets, also build on your PNO strategy which is intended to simplify its manufacturing plant structure by transferring certain production lines among facilities, and expand operational efficiencies in support of your operating income margin goals. Please tell us how these seemingly important initiatives are incremental to your core activities.

Response: We confirm for the Staff that each restructuring plan is a result of specific business circumstances and contains targeted initiatives approved by our Board of Directors over a defined timeframe. As part of the approval process for these plans, there is an executive steering committee that reviews and evaluates each restructuring plan over a period of multiple months. We then review

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CONFIDENTIAL TREATMENT REQUESTED BY BOSTON SCIENTIFIC CORPORATION PURSUANT TO RULE 83

with our Board of Directors the proposed plan, the business rationale for the plan for which we are requesting approval, and the anticipated costs and savings for the recommended plan. In addition, initiatives within each plan begin only after approval by the Board of Directors and must be completed within the specified timeframe, which is typically no more than two years.

We believe our restructuring plans are fundamentally different from our ongoing, core cost reduction initiatives. For example, we routinely incur costs associated with our value improvement projects aimed to reduce standard product costs and facilitate other lean business practices. Such costs are captured within various lines of our income statement and are not excluded in our non-GAAP measures of earnings. We consider these projects to be routine in nature and part of our ongoing operations. Examples include reconfiguring manufacturing plants to create capacity, redesigning products for raw materials optimization, negotiating supply contracts and pricing for production materials, reducing production time and scrap product levels, streamlining and automating processes, changing suppliers or service providers, reducing processing time and transaction costs and other projects to reduce or eliminate waste. These projects are generally approved by local management as part of their normal review processes and are funded through local operating budgets.

Our 2014 Restructuring Plan and 2016 Restructuring Plan each consist of distinct initiatives that are of a different nature than the ongoing processes described above in terms of, among other things, frequency with which each action is performed, the required planning, resourcing, cost, and timing associated with the initiatives under our restructuring plans. Examples of such initiatives include the movement of business activities to lower cost jurisdictions, facility consolidations and closures, and the transfer of product lines between manufacturing facilities, which, due to the highly regulated nature of our industry, requires a significant investment in time and costs to create duplicate manufacturing lines, run product validations, and seek regulatory approvals. These plans also frequently require the hiring, reduction in force, relocation and training of large groups of employees. For these reasons, restructuring initiatives generally take approximately two years to complete and have a distinct project timeline that begins subsequent to approval by our Board of Directors. In contrast to our ongoing cost reduction initiatives, restructuring initiatives typically result in duplicative costs and exits costs over this period of time, are one-time shut downs or transfers, and are not considered part of our core, ongoing operations. Below are some additional details relating to these restructuring initiatives:

2014 Restructuring Plan:

•

 Plant Network Optimization (PNO) initiatives to consolidate two neighboring facilities in Northern California by combining the manufacturing within other facilities in our network. Specifically, we closed our Fremont, California facility and product manufacturing was transferred to our Coyol, Costa Rica facility (for single use devices) or to our San Jose, California facility (for capital equipment). Further, we moved manufacturing of certain single use devices from our San Jose, California facility to our Heredia, Costa Rica facility.

•

 Reorganization of our Electrophysiology (EP) business and Cardiac Rhythm Management (CRM) business into a Rhythm Management segment, which resulted in integrated leadership, shared resources and consolidation of certain sites. Specifically, we closed facilities in Burlington and Lowell, Massachusetts that were obtained as part of our

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CONFIDENTIAL TREATMENT REQUESTED BY BOSTON SCIENTIFIC CORPORATION PURSUANT TO RULE 83

acquisitions of the electrophysiology business of C.R. Bard Inc. and Rhythmia Medical, Inc. In addition, we relocated the remaining EP manufacturing operations, which we integrated into certain of our Minnesota and Costa Rica sites.

•

 Business model changes within our European and AMEA (Asia-Pacific, Middle East and Africa) geographies to react to the changing global marketplace. These business model changes were designed to transform the way in which we market, sell and distribute our products in these regions. For example, we terminated key distributor relationships in Japan, Italy, Ireland and the Nordic Region in order to pursue a direct sales model. Further, we changed the structure of our sales force and management teams in Spain, Germany, and the United Kingdom, and terminated [CONFIDENTIAL TREATMENT REQUESTED BY BOSTON SCIENTIFIC CORPORATION PURSUANT TO RULE 83] employees as part of the business model change.

2016 Restructuring Plan:

[CONFIDENTIAL TREATMENT REQUESTED BY BOSTON SCIENTIFIC CORPORATION PURSUANT TO RULE 83]

Because these restructuring plans are incremental to the core activities that arise in the ordinary course of our business, management excludes the charges associated with these plans when evaluating the operation of our business, analyzing the underlying trends of our business, and assessing our performance relative to our competitors. We discuss with our Board of Directors our operations excluding these plans, and separately provide updates to the Board of Directors regarding the status of these plans against their defined timelines and budgets that have been previously approved. In addition, we note that our debt agreements also exclude up to $620 million in restructuring charges and restructuring-related expenses related to our restructuring plans from the calculation of consolidated EBITDA when we determine compliance with our financial covenants.

For the reasons enumerated above, we believe the activities underlying our restructuring plans are distinct from and incremental to our core business activities and, as such, the charges related to such restructuring plans are appropriately excluded from our non-GAAP measures.

We propose including expanded disclosure in future Earning Releases filed on Form 8-K to incorporate language from our Form 10-Q to provide clarity to investors on the nature of our restructuring and restructuring-related charges and that the charges represent discrete activities that are incremental to our core activities.

2.

 Your response indicates that you exclude litigation charges that are unique and exceed your materiality threshold and that you do not exclude charges that result from your operations and are below your materiality threshold. Please explain to us in greater detail how you determine what is and is not excluded from your non-GAAP measures. Explain what you mean by “unique” versus “result from our operations” and describe to us your materiality threshold. Also, please describe to us the specific litigation charges excluded in each of the three years ended December 31, 2015 and explain how they comply with your non-GAAP

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policy. As part of your response, please address the fact that you have excluded the entire “litigation-related charges” line item from your non-GAAP measures.

Response: We confirm for the Staff that, in the normal course of business, we are involved in various legal and regulatory proceedings, including matters involving intellectual property and breach of contract, securities litigation, product liability suits and employment-related litigation. In addition, we are also the subject of certain governmental investigations and inquiries. Costs associated with the vast majority of these matters are not excluded from our non-GAAP measures of earnings. We exclude litigation charges and/or credits related to unusual or infrequent and significant litigation matters in accordance with our non-GAAP practice, which considers both the quantitative and qualitative nature of the charges and/or credits. We consider qualitative factors, including the number of matters excluded from our non-GAAP measures relative to the total number of outstanding matters, whether similar types of litigation matters or matters with similar fact patterns are regularly excluded from our non-GAAP measures and whether similar types of litigation are expected to recur in the foreseeable future. In addition, [CONFIDENTIAL TREATMENT REQUESTED BY BOSTON SCIENTIFIC CORPORATION PURSUANT TO RULE 83]. As a result of these assessments, we believe that the litigation matters that we have excluded from our non-GAAP measures are unusual or infrequent and significant and are distinct from the matters arising in the ordinary course of our business that we do not exclude from our non-GAAP measures.

When we incur charges and/or credits related to an unusual or infrequent and significant litigation matter, we report the charges and/or credits in that quarter and any additional charges and/or credits in future quarters on the “Litigation-related charges” line of our consolidated statements of operations. Charges and/or credits and costs of defense on all other litigation matters that we do not deem to be unusual or infrequent and significant, as well as all internal legal costs, are recorded within the “Selling, general and administrative expenses” line of our consolidated statements of operations and are not excluded from our non-GAAP measures of earnings. We believe this presentation provides the users of our financial statements a better understanding of the financial impact of our unusual or infrequent and significant litigation matters.

During the three years ended December 31, 2015, and through the nine month period ended September 30, 2016, charges related to four discrete litigation matters have met our criteria for unusual or infrequent and significant and were reported as a “Litigation-related charge” and excluded from our non-GAAP measures of earnings, each of which are discussed in detail in our “Commitments and Contingencies” footnote to our consolidated financial statements. The matters are:

•

 Product liability related litigation associated with transvaginal surgical mesh. This matter represents a consolidation of over 40,000 cases and claims that have been brought against us. Many have been consolidated in a Multi-District Litigation, or consolidated actions in Massachusetts and California. [CONFIDENTIAL TREATMENT REQUESTED BY BOSTON SCIENTIFIC CORPORATION PURSUANT TO RULE 83].

•

 The litigation between our subsidiary, Guidant Corporation, and Johnson & Johnson (J&J) related to a breach of contract claim that arose from the purchase of Guidant Corporation in 2006 for $22 billion, net of cash acquired. J&J alleged breach and sought $7 billion in

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damages. An agreement to settle the matter was reached in February 2015, pursuant to which we paid J&J $600 million. We recorded over $600 million in litigation-related charges associated with this matter, including charges in 2014.

•

 The litigation between Mirowski Family Ventures LLC and us involving claims for actions from 2002 to 2006 related to Guidant Corporation. We acquired Guidant Corporation on April 21, 2006. The matter involved a royalty dispute as well as a dispute over a settlement with St. Jude Medical, Inc. In July 2016, we paid $366 million in satisfaction of the judgment that was made by a jury on this matter. We recorded over $300 million in litigation-related charges associated with this matter, including charges in 2015 and 2016.

•

 The litigation between OrbusNeich Medical, Inc. and us related to a patent infringement matter in both the US and Germany. In September 2013, we entered into a settlement agreement resolving the matter. While we determined that the nature of this case was unusual or infrequent and significant based on the qualitative and quantitative measures underlying our non-GAAP policy, we are unable to disclose the terms of the settlement and any related charges, due to the confidentiality provisions included as part of the settlement.

Each of these matters represents a discrete litigation matter that is qualitatively unique from the others and from the litigation that arises in the ordinary course of our business and exceeded our quantitative threshold.

In addition, during the three years ended December 31, 2015, we recorded credits of approximately $40 million in the litigation-related charges line, and excluded these credits from our measures of non-GAAP earnings. These credits related to changes in estimates, and the related accruals, for two matters that arose prior to 2013. The initial accruals for these two matters were excluded from our non-GAAP measures of earnings, therefore the credits related to the change in estimate were excluded as well.

To clarify our practice for investors, in our 2016 Form 10-K filing, we will provide the following additional disclosure within our Significant Accounting Policies footnote as a part of our Legal and Product Liability Costs policy:

We record certain legal and product liability charges, credits and costs of defense, which we consider to be unusual or infrequent and significant as litigation-related charges within our consolidated statements of operations; all other legal and product liability charges, credits and costs are recorded within selling, general an

Mail Stop 3030

October 31, 2016

Via E -mail
Daniel J. Brennan
Executive Vice President and Chief Financial Officer
Boston Scientific Corporation
300 Boston Scientific Way
Marlborough, Massachusetts 01752 -1234

Re: Boston Scientific Corporation
Form 8 -K dated July 28, 2016
Filed July 28, 2016
File No. 001 -11083

Dear Mr. Brennan :

We have reviewed  your September 30, 2016 response to our comment letter and have the
following comments.  In some of our comments , we may ask you to provide us with information
so we may better understand your disclosure.

Please respond to this comment  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If  you do not believe our
comments  apply to your facts and circumstances, please tell us why in your response.

After reviewing your response to this comment , we may have  additional comments.

Form 8 -K date d July 28, 2016

1. While we see from your response that you indicate each restructuring plan  is a result of
unique business circumstances and contains targeted initiatives approved by your Board
of Directors over a defined timeframe, it does not appear to address the nature and
recurrence of the charges. We note from your disclosures that the 2014  Plan was intended
to build on the progress you made to address financial pressures in a changing global
marketplace, further strengthen the company’s operational effectiveness and efficiency,
support new growth investments and build on your PNO strategy. Similarly, we note  your
disclosure that the 2016 restructuring plan is intended to  develop global
commercialization, technology and manufacturing capabilities in key growth markets,
also build on your PNO strategy which is intended to simplify its manufac turing plant
structure by transferring certain production lines among facilities, and expand operational

Daniel J. Brennan
Boston Scientific  Corporation
October 31, 2016
Page 2

 efficiencies in support of your operating income margin goals. Please tell us how these
seemingly important initiatives are incremental to your core ac tivities.

2. Your response indicates that you exclude litigation charges that are unique and exceed
your materiality threshold and that you do not exclude charges that result from your
operations and are below your materiality threshold.  Please explain to u s in greater detail
how you determine what is and is not excluded from your non -GAAP measures.  Explain
what you mean by “unique” versus “result from our operations” and describe t o us your
materiality threshold.  Also, please describe to us  the sp ecific litigation charges excluded
in each of the three years ended December 31, 2015 and explain how they comply with
your non -GAAP policy.  As part of your response, please address the fact that you have
excluded the entire “litigation -related charges” line item  from your non -GAAP measures.

You may contact Julie Sherman  at (202) 551 -3640  or Christine Dietz, Assistant Chief
Accountant , at (202) 551 -3408  with any questions.

Sincerely,

/s/ Martin James

 Martin James
Senior Assistant Chief Accountant
Office of Electronics and Machinery

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September 30, 2016

U.S. Securities and Exchange Commission

Mr. Martin James

Senior Assistant Chief Accountant

Division of Corporation Finance

100 F Street, N.E.

Mail Stop 3030

Washington, D.C. 20549

  Re:        Comment letter dated September 22, 2016

            Form 8-K dated July 28, 2016

Filed July 28, 2016

File No. 001-11083

Dear Mr. James:

This letter is in response to your letter dated September 22, 2016 regarding the above subject matter. For ease of reference, we have reproduced the Staff’s comment in italicized font below, with our response following the Staff’s comment.

Form 8-K dated July 28, 2016

1.

 We note that you exclude restructuring and litigation-related charges from your non-GAAP measures. Please explain to us why these are not normal, recurring, cash operating expenses necessary to operate your business. See Question 100.01 of the updated Non-GAAP Compliance and Disclosure Interpretations issued on May 17, 2016.

In response to the Staff’s comment, we acknowledge the updated Non-GAAP Compliance and Disclosure Interpretations (C&DI) issued on May 17, 2016, specifically Question 100.01 which states that certain adjustments, while not explicitly prohibited, could cause the presentation of non-GAAP financial information to be misleading. We contend, however, based on the following that the restructuring and litigation-related charges and credits that we exclude from our non-GAAP measures do not cause those measures to be misleading.

When appropriate under our internal policy, which has been reviewed with our Audit Committee, we exclude restructuring and certain litigation-related charges and credits from our supplemental non-GAAP measures of Adjusted Net Income and Adjusted Net Income per Share. Importantly, in quarters where these charges are excluded from our non-GAAP measures, these charges are also excluded by management for purposes of our operating decision-making and to assess our operating performance. We use these non-GAAP financial measures on an internal basis, period-over-period, to evaluate our operating performance, to analyze trends within our business, to assess our performance relative to our competitors, and to establish operational goals and forecasts that are used in allocating resources. We consistently follow and apply our internal non-GAAP policy that dictates which charges and credits should be excluded from our non-GAAP measures based on the nature of the item and, in some cases, the materiality of the item. We also provide disclosure regarding the nature of those adjustments to further ensure that they are not misleading to investors.

Per our non-GAAP policy, we exclude restructuring-related charges and credits from our non-GAAP measures. Restructuring-related charges represent severance and other direct costs associated with our active restructuring programs. Each program is a result of unique business circumstances and contains targeted initiatives approved by our Board of Directors over a defined timeframe. In order to execute on these initiatives, costs incremental to core operations are sometimes incurred. These incremental costs are excluded by management for purposes of making operating decisions and assessing performance and, under our policy, are excluded from our non-GAAP measures.

Our non-GAAP policy also requires us to apply a materiality threshold to certain items, including litigation-related charges and credits, to determine whether they are appropriately excluded from our non-GAAP measures for a particular period. In the normal course of business, we are involved in a variety of legal and regulatory proceedings. We do not exclude from our non-GAAP measures normal, continuing legal fees or litigation-related charges and credits that result from our operations and are below our materiality threshold. The net litigation-related charges and credits that we exclude from our non-GAAP measures represent specific litigation-related charges and credits for matters that are unique based on a combination of exceeding our materiality threshold and their related facts and circumstances.

We respectfully advise the staff that we have considered the revised C&DI, and we believe that excluding restructuring and certain litigation-related amounts in our non-GAAP measures, in addition to disclosing those adjustments and providing the corresponding GAAP financial measures, is not misleading to investors and provides investors greater transparency to the methodology used by management to evaluate and measure operating performance.

In connection with our response set forth above, we acknowledge the following:

•

 We are responsible for the adequacy and accuracy of the disclosure in our filing;

•

 Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to our filing; 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) 683-4466 with any questions that it may have.

Sincerely,

 /s/ Daniel J. Brennan

Daniel J. Brennan

Executive Vice President and Chief Financial Officer

Mail Stop 3030

September 22 , 2016

Via E -mail
Daniel J. Brennan
Executive Vice President and Chief Financial Officer
Boston Scientific Corporation
300 Boston Scientific Way
Marlborough, Massachusetts 01752 -1234

Re: Boston Scientific Corporation
Form 8 -K dated July 28, 2016
Filed July 28, 2016
File No. 001 -11083

Dear Mr. Brennan :

We have limited our review of your filing to those issues w e have addressed in our
comment .  In some of our comments, we may ask you to provide us with information so we may
better understand your disclosure.

Please respond to this comment  within ten busine ss days by providing the requested
information or advis e us as soon as possible w hen you will respond.  If  you do not believe our
comments  apply to your facts and circumstances, please tell us why in your response.

After reviewing your response to this comment , we may have  additional comments.

Form 8 -K dated  July 28, 2016

1. We no te that you exclude restructuring and litigation -related charges from your non -
GAAP measures. Please explain to us why th ese are not normal, recurring, cash operating
expense s necessary to operate your business. See Question 100.01 of the updated Non-
GAAP Compliance and Disclosure Interpretations  issued on May 17, 2016.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the compa ny and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Daniel J. Brennan
Boston Scientific  Corporation
September 22 , 2016
Page 2

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 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

 the company 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.

You may contact Julie Sherman  at (202) 551 -3640, or Christine Dietz, Assistant Chief
Accountant at (202) 551 -3408  with any questions.

Sincerely,

 /s/ Martin James

 Martin James
Senior Assistant Chief Accountant
Office of Electronics and Machinery

Mail Stop 3030
April 13 , 2016

Via E -mail
Daniel J. Brennan
Executive Vice President and Chief Financial Officer
Boston Scientific Corporation
300 Boston Scientific Way
Marlborough, MA   01752 -1234

Re: Boston Scientific Corporation
  Form 10 -K for the Fiscal Year Ended December 31 , 2015
Filed February 2 4, 2016
File No. 001 -11083

Dear Mr. Brennan :

We have completed our review of your filing s.  We remind you that our comments or
changes  to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing s and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any per son under the
federal securities laws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing s to be certain that the filing s include  the
information the Securities Exchange Act of 1934 a nd all applicable rules require.

Sincerely,

 /s/ Martin James

 Martin James
Senior Assistant Chief Accountant
Office of Electronics and Machinery

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April 6, 2016

U.S. Securities and Exchange Commission

Ms. Kate Tillan

Assistant Chief Accountant

Division of Corporation Finance

100 F Street, N.E.

Mail Stop 3030

Washington, D.C. 20549

  Re:        Comment letter dated March 31, 2016

            Form 10-K for the Fiscal Year Ended December 31, 2015

Filed February 24, 2016

File No. 001-11083

Dear Ms. Tillan:

This letter is in response to your letter dated March 31, 2016 regarding the above subject matter. For ease of reference, we have reproduced the Staff’s comments in italicized font below, with our responses following the Staff’s comments.

Form 10-K for the Fiscal Year ended December 31, 2015

Item 7: Management’s Discussion and Analysis of Financial Condition and Results of Operations

Use of Non-GAAP Financial Measures by Boston Scientific, page 52

1.

 We note that you use “adjusted net income” to assist you in assessing your cash generated from operations and to evaluate your liquidity.  As such, it appears that “adjusted net income” is a non-GAAP liquidity measure.  Please explain to us how you have considered Item 10(e)(1)(ii)(A) of Regulation S-K which prohibits excluding charges that required, or will require, cash settlement from a non-GAAP liquidity measure.

In response to the Staff’s comments, we acknowledge that Regulation S-K Item 10(e)(1)(ii)(A) prohibits a registrant from excluding charges or liabilities that required, or will require, cash settlement from a non-GAAP liquidity measure.  We confirm for the Staff that we use adjusted net income as a supplemental non-GAAP financial measure solely to evaluate performance, including facilitating a comparison to past performance, analyzing underlying trends in our business, assessing performance relative to our competitors, establishing operational goals and forecasts that are used in allocating resources, and understanding the performance of our operating segments.  We acknowledge the reference to cash generated from operations and liquidity in our description of certain adjustments to GAAP net income in order to arrive at adjusted net income, namely goodwill and other intangible asset impairment charges and amortization expense; however, we respectfully advise the Staff that adjusted net income is not intended to be a liquidity measure.  In response to the Staff’s comments, in future filings, we will remove the references to cash generated from operations and liquidity in our description of certain adjustments to GAAP net income.

Item 8. Financial Statements

Legal and Product Liability Costs, page 70

2.

 You disclose that you accrue anticipated costs of settlement, damages, losses for product liability claims and, under certain conditions, costs of defense, based on historical experience or to the extent specific losses are probable and estimable; otherwise you expense these costs as incurred.  Please clarify for us when you use historical experience versus when you use specific identification, and also the reason why probable and estimable is limited to specific losses.  Please tell us how you considered ASC 450-20-25-2 in determining your policy.

We confirm for the Staff that we record losses associated with litigation and product liability when they are probable and estimable in accordance with ASC 450-20-25-2.  In the normal course of business, we are involved in various legal and regulatory proceedings, including intellectual property, breach of contract, securities litigation, governmental investigations and product liability suits.  These matters usually involve unique fact patterns, and in such cases we perform a specific assessment of the matter to determine if a loss is probable and estimable.  If a loss is probable and estimable based on this assessment, we would record the estimated loss in accordance with ASC 450-20-25-2 and 450-20-25-5.  In certain instances, primarily related to product liability cases and claims, we may have multiple claims asserted against us involving similar overall fact patterns, including the same or similar products and/or similar underlying claims being made by plaintiffs.  In these instances, we may have an established history related to prior similar claims that we would use as the basis for determining whether a loss is probable and estimable in accordance with ASC 450-20-25-2.

In connection with our response set forth above, we acknowledge the following:

•

 We are responsible for the adequacy and accuracy of the disclosure in our filing;

•

 Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to our filing; 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) 683-4466 with any questions that it may have.

Sincerely,

 /s/ Daniel J. Brennan

Daniel J. Brennan

Executive Vice President and Chief Financial Officer

Mail Stop 3030
March 31 , 2016

Via E -mail
Daniel J. Brennan
Executive Vice President and Chief Financial Officer
Boston Scientific Corporation
300 Boston Scientific Way
Marlborough, MA   01752 -1234

Re: Boston Scientific Corporation
  Form 10 -K for the Fiscal Year Ended December 31 , 2015
Filed February 2 4, 2016
File No. 001 -11083

Dear Mr. Brennan :

We have limited our review  of your filing  to the financial statements and related
disclosures and have the following comments.  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.

Please respond to these comments  within ten busine ss days by providing the requested
informa tion or advis e us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.

After reviewing your response to these  comments, we may have  additional comments .

Form 10 -K for the Fiscal Year Ended December 31, 2015

Item 7:  Management’s Discussion and Analysis of Financial Condition and Results of
Operations

Use of Non -GAAP Financial Measures by Boston Scientific, page 52

1. We note that you use “adjusted net income” to assist you in assessing your cash
generated from operations and to evaluate your liquidity.  As such, it appears that
“adjusted net income” is a non -GAAP liquidity measure.  Please explain to us how you
have co nsidered Item 10(e)(1)(ii)(A) of Regulation S -K which prohibits excluding
charges that required, or will require, cash settlement fro m a non -GAAP liquidity
measure.

Daniel J. Brennan
Boston Scientific Corporation
March 31, 2016
Page 2

 Item 8:  Financial Statements

Legal and Product Liability Costs, page 70

2. You disclose that you accrue anticipated costs of settlement, damages, losses for product
liability claims and, under certain conditions, costs of defense, based on historical
experience or to the extent specific losses are probable and estimable; otherwis e you
expense these costs as incurred.  Please clarify for us when you use historical experience
versus when you use specific identification, and also the reason why probable and
estimable is limited to specific losses.   Please tell us how you considered A SC 450 -20-
25-2 in determining your policy.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable  Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, p lease provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

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

 the company 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.

You may contact Michael Fay at 202 -551-3812 , or Kate  Tillan, Assistant Chief
Accountant,  at 202 -551-3604  with any questions .  You may also reach me at 202-551-3671.

Sincerely,

 /s/ Kate Tillan for

 Martin James
Senior Assistant Chief Accountant
Office of Electronics  and Machinery

April 1 5, 2015

Via E -mail
Mr. Daniel J. Brennan
Executive Vice President and Chief Financial Officer
Boston Scientific Corporation
300 Boston Scientific Way
Marlborough, Massachusetts  01752

Re: Boston Scientific Corporation
 Form 10-K for the Year Ended December 31, 2014
Filed February 25, 2015
File No. 001 -11083

Dear Mr. Brennan :

We have completed our review of your filings.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing s and the company 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 urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing s to be certain that the filing s include  the
information the Securities Exchange Act of 1934 and all applicable rules require.

       Sincerely,

       /s/ Martin James

       Martin James
Senior Assistant Chief Accountant

CORRESP
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		Comment Letter Respons (1)

April 14, 2015

United States Securities and Exchange Commission

Ms. Kate Tillan

Assistant Chief Accountant

Division of Corporation Finance

100 F Street, N.E.

Mail Stop 3030

Washington, D.C. 20549

Re:

 Comment letter dated April 9, 2015

 Form 10-K for the Fiscal Year Ended December 31, 2014

 Filed February 25, 2015

 File No. 001-11083

Dear Ms. Tillan:

This letter is in response to your letter dated April 9, 2015 regarding the above subject matter. For ease of reference, we have reproduced the Staff’s comment in italicized font below, with our response following the Staff’s comment.

Form 10-K for the Fiscal Year ended December 31, 2014

Item 8. Financial Statements

Consolidated Statements of Comprehensive Income (Loss), page 65

1.

 Your consolidated statements of comprehensive income (loss) are on page 65 while your consolidated statements of operations are on page 62. In future filings, to comply with FASB ASC 220-10-45-1 through 45-1B, please either report comprehensive income in a single continuous financial statement or in two separate but consecutive financial statements. Refer to the examples provided at ASC 220-10-55.

We respectfully acknowledge the Staff’s comment and in response, will report comprehensive income in two separate but consecutive financial statements in our Form 10-Q for the period ending March 31, 2015, as well as in future filings.

In connection with our response set forth above, we acknowledge the following:

•We are responsible for the adequacy and accuracy of the disclosure in our filing;

•

 Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to our 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 response to be reasonable and responsive to the Staff’s comment. The Staff should not hesitate to contact me directly at (508) 683-4466 with any questions that it may have.

Very truly yours,

 /s/ Daniel J. Brennan

Daniel J. Brennan

Executive Vice President and Chief Financial Officer

April 9, 2015

Via E -mail
Mr. Daniel J. Brennan
Executive Vice President and Chief Financial Officer
Boston Scientific Corporation
300 Boston Scientific Way
Marlborough, Massachusetts 01752

Re: Boston Scientific Corporation
 Form 10-K for the Year Ended Dec ember 31, 2014
Filed February 25, 2015
File No. 001 -11083

Dear Mr. Brennan :

We have limited our review of your filing to the financial statements and related
disclosures and have the following comment.  In our comment , we may ask you to provide us
with information so we may better understand your disclosure.

Please respond to this comment  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comment  applies to your facts and circumstances, please tell us why in your response.

After reviewing your response to this comment , we may have  additional comments.

Form 10 -K for the Year Ended December 31, 2014

Item 8.  Financial Statements

Consolidated Statements of Comprehensive Income (Loss), page 65

1. Your consolidated statements of comprehensive income (loss) are on page 65 while your
consolidated stateme nts of operations are on page 62.  In future filings, to comply with
FASB ASC 220 -10-45-1 through 45 -1B, pleas e either report comprehensive income  in a
single continuous financial statement or in two separate but consecutive financial
statements.  Refer t o the examples provided at ASC 220 -10-55.

Mr. Daniel Brennan
Boston Scientific Corporation
April 9 , 2015
Page 2

 We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicabl e Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 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

 the company 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.

You may contact  Julie Sherman at (202) 551 -3640 or Kate Tillan, Assistant Chief
Accountant, at (202) 551 -3604 if you have questions regarding comments on the financial
statements and related matters.   You may also contact me at (202) 551 -3671 with any questions.

Sincer ely,

 /s/ Kate Tillan for

 Martin James
Senior Assistant Chief Accountant

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

        July 25 , 2013

Via E -mail
Mr. Jeffrey Capello
Executive Vice President and Chief Financial Officer
Boston Scientific Corporation
One Boston Scientific Place
Natick, Massachusetts 01760 -1537

 Re: Boston Scientific Corporation
  Form 10 -K for the Fiscal Year  Ended December 31, 2012
  Filed February 22, 2013
  File No. 001 -11083

Dear Mr. Capello:

We have completed our review of your filings.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from
taking any action with respect to the company or the filing s and the company may not as sert
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 urge all persons who are responsible
for the accuracy and adequacy of the disclosure in the filing s to be certain that the filing s
include the information the Securities Exchange Act of 1934 and all applicable rules require.

        Sincerely,

        /s/Brian Casio

         Brian R. Cascio
        Accounting Branch Chief

CORRESP
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		Comment Letter Response #2

July 24, 2013

United States Securities and Exchange Commission

Mr. Gary Todd

Accounting Reviewer

100 F Street, N.E.

Mail Stop 3030

Washington, D.C. 20549

Re:

 Comment letter dated July 16, 2013

 Form 10-K for the Fiscal Year Ended December 31, 2012

 Filed February 22, 2013

 File No. 001-11083

Dear Mr. Todd:

This letter is in response to your letter dated July 16, 2013 regarding the above subject matter. For ease of reference, we have reproduced the Staff's comments in italicized font below, with our responses following the Staff's comments.  When used in this response letter, “Form 10-K” refers to our Annual Report on Form 10-K for the year ended December 31, 2012.

Form 10-K for the Fiscal Year ended December 31, 2012

Item 8. Financial Statements

Note D. Goodwill and Other Intangible Assets, page 90

Intangible Asset Impairment charges, page 94

1.

 We refer to your response to comment 1 in your letter dated July 3, 2013.  In light of the significance of the CRM amortizing intangible assets and your disclosure that those assets are at higher risk of impairment, in future filings please provide expanded critical accounting policy disclosure in MD&A to describe the substance of your impairment evaluation, as set forth in your response.  For instance, please describe the key assumptions that are drivers of your analysis, such as, how you group assets for purposes of measuring cash flows, the basis for the estimated life of those cash flows and the rationale for future expectations that differ from recent historical experience.

We respectfully acknowledge the Staff's comment and in response, will expand our disclosure in MD&A of our Form 10-Q for the period ending June 30, 2013, and future filings, to include key assumptions that are drivers of our CRM amortizing intangible assets recoverability analysis.

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

•We are responsible for the adequacy and accuracy of the disclosure in our filing;

•

 Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to our filing; 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) 652-5297 with any questions that it may have.

Sincerely,

 /s/ Jeffrey D. Capello

Jeffrey D. Capello

Executive Vice President and Chief Financial Officer

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

       July 16 , 2013

Via E -mail
Mr. Jeffrey Capello
Executive Vice President and Chief Financial Officer
Boston Scientific Corporation
One Boston Scientific Place
Natick, Massachusetts 01760 -1537

 Re: Boston Scientific Corporation
  Form 10 -K for the F iscal Year E nded December 31 , 2012
  Filed February 22, 2013
  File No. 001 -11083

Dear Mr. Capello :

We have reviewed your filing  and correspondence dated July 3, 2013 and we have
the following comment .

Please respond to this letter within ten busine ss days  by providing the requested
information or by advising us when you will provide the requested response.  If you do
not believe our comment applies  to your facts and circumstances , pleas e tell us why in
your response.

After reviewing the information you pr ovide in response to this  comment , we may
have additional comments.

Form 10 -K for the Fiscal Year E nded December 31, 2012

Item 8. Financial Statements

Note D. Goodwill and Other Intangible Assets, page 90

Intangible Asset Impairment Charges, page 94

1. We refer to your response to comment 1 in your letter dated July 3, 2013.  In light
of the significance of the CRM amortizing intangible assets and your disclosure
that those assets are at higher  risk of impairment, in future filings please provide
expan ded critical accounting policy disclosure in MD&A to describe the
substance of your impairment evaluation, as set forth in your response.  For

Jeffrey Capello
Boston Scientific Corporation
July 16 , 2013
Page 2

 instance, please describe the key assumptions that are the drivers of your analysis,
such as, how you group asset s for purposes of measuring cash flows, the basis for
the estimated life of those cash flows and the rationale for future expectations that
differ from recent historical experience.

You may contact Praveen Kartholy at (202) 551 -3778 or Gary Todd  at (202) 551 -
3605 if you have questions regarding comments on the financial statements and  related
matters. Please contact Brian Cascio, Accounting Branch Chief, at (202) 551 -3676 with
any other questions.

Sincerely,

        /s/Gary Todd for

Brian Cascio
Accounting Branch Ch ief

CORRESP
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		Comment Letter Respons

July 3, 2013

United States Securities and Exchange Commission

Mr. Gary Todd

Accounting Reviewer

100 F Street, N.E.

Mail Stop 3030

Washington, D.C. 20549

Re:

 Comment letter dated June 20, 2013

 Form 10-K for the Fiscal Year Ended December 31, 2012

 Filed February 22, 2013

 File No. 001-11083

Dear Mr. Todd:

This letter is in response to your letter dated June 20, 2013 regarding the above subject matter. For ease of reference, we have reproduced the Staff's comments in italicized font below, with our responses following the Staff's comments.  When used in this response letter, “Form 10-K” refers to our Annual Report on Form 10-K for the year ended December 31, 2012.

Form 10-K for the Fiscal Year ended December 31, 2012

Item 8. Financial Statements

Note D. Goodwill and Other Intangible Assets, page 90

Intangible Asset Impairment charges, page 94

1.

 We see that you have identified that $4.6 billion of amortizing intangible assets held by the global CRM reporting unit are at higher risk of impairment. We also note your disclosure that the carrying amount of the CRM reporting unit exceeds its fair value because of the carrying amount of the amortizing intangible assets, which suggests your goodwill impairment testing has revealed that the fair value of those intangible assets is less than their carrying amount. Further, we note that global CRM revenues have declined in each of the past three years and into the first quarter of 2013. Please help us better understand how you assessed the CRM amortizing intangible assets for potential impairment by responding to the following:

•

 Please tell us how you performed the undiscounted cash flow analysis as of January 1, 2013, the date of your most recent testing.

•

 Tell us how you grouped assets for purposes of measuring future cash flows and how you arrived at the estimates of future cash flows.

•

 Describe to us the key assumptions that were the drivers of your cash flow analysis.

•

 Explain to us how the recent declines in CRM reporting unit revenues were considered in your projections of future cash flows. If applicable, explain the rationale for estimates of growth in future cash flows that differ from recent historical experience.

•

 Quantify the margin you believe exists before you would be required to potentially measure and recognize an impairment loss.

We confirm for the Staff that the fair value of our amortizable CRM-related intangible assets is less than their carrying value.  We review these intangible assets for impairment in accordance with our accounting policies and ASC 360-10-35-21; because the sum of the undiscounted cash flows we expect to result from the use of our amortizable CRM-related intangible assets exceeds their carrying value, we have concluded that no impairment loss is permitted.  The recoverability of our CRM-related amortizable intangibles is sensitive to future cash flow

assumptions and our global CRM business performance. Therefore, we disclosed our CRM-related amortizable intangibles as being at higher risk of potential failure of the first step of the amortizable intangible recoverability test in future reporting periods in Note D - Goodwill and Other Intangible Assets of the Form 10-K.  We will continue to review these intangible assets to determine if any adverse conditions exist or a change in circumstances has occurred that would indicate impairment or a change in the remaining useful life.

In accordance with ASC 350-20-35-31 and 360-10-35-17, we performed an undiscounted recoverability test of our amortizable CRM-related intangible assets as of January 1, 2013, prior to the interim goodwill impairment test of our global CRM reporting unit.  We identified the lowest level of identifiable cash flows to be the global CRM reporting unit as the CRM core technology, which represents the primary asset within the CRM asset group, is utilized by all CRM revenue-generating products throughout all geographic regions worldwide.  Our CRM core technology represents know-how, patented and unpatented technology, testing methodologies and hardware that is integral to our current and future CRM product generations.  This core technology includes battery and capacitor technology, lead technology, software algorithms and interfacing for shocking and pacing used in each therapy franchise.  Likewise, the research and development, manufacturing and selling and marketing processes for the CRM products are utilized across all of the product families and geographies within the global reporting unit.  As a result, we grouped our amortizable CRM-related intangible assets with the other assets and liabilities of the global CRM reporting unit, including the global CRM goodwill in accordance with ASC 360-10-35-26, for purposes of measuring future cash flows.

To test the recoverability of the CRM asset group, inclusive of the amortizable CRM-related intangible assets, we included estimates of future cash flows through the remaining useful life of the primary asset, in accordance with ASC 360-10-35-31, which is estimated to end in 2031.  We identified the core technology as the primary asset as it is the most significant component asset from which the CRM asset group derives its cash-flow-generating capacity.  Specifically, the CRM products, which are the manifestation of the core technology asset, are the fundamental generator of the global CRM cash flows.  Per ASC 360-10-35-29, we included future cash flows that are directly associated with, and that are expected to arise as a direct result of, the use of the asset group.  The key assumptions that were drivers of our cash flow analysis included our future projections of revenue and expenses, as well as capital expenditures, which are based on our most recent operational budgets, long range strategic plans, and other estimates.  These cash flows were consistent with those applied in our interim goodwill impairment test as of January 1, 2013, and were in accordance with the specific requirements of ASC 360-10-35-17 through 35-35.

Our CRM revenue has declined in each of the last three years and in the first quarter of 2013 as a result of factors specific to our CRM business and contraction in the overall CRM market.  Events specific to our CRM business include the 2010 product ship hold actions and resulting market share losses, and lower replacement volumes due to historical product recalls.  The contraction in the CRM market is primarily due to increased selling price pressures and lower procedural volumes; the lower procedural volumes were principally due to a focus on appropriate device usage.  However, we believe that there has been a recent trend toward stabilization in procedural volumes across the market.  Further, we believe that our execution and performance in the market will continue to strengthen, allowing us to increase our market share.

Our CRM business continues to be strategically important as sales of our CRM products represent a significant source of our overall net sales.  As such, we have made significant investments to renew our product portfolio within existing core franchises and to develop what we believe to be unique innovative solutions that utilize our core technology. Considering these investments, the increased impact of our international and emerging markets, and demographic trends toward an aging population, we believe our CRM revenue will return to low growth over the remaining useful life of our CRM amortizing intangible assets.

Given the fundamental nature of our primary asset and the extended period of time over which we expect to continue to utilize the cash flow generating capacity of this technology, the carrying amounts of the amortizable intangible assets were recoverable, on an undiscounted basis, as of January 1, 2013.  Specifically, the sum of the undiscounted cash flows exceeded the asset group carrying value by approximately 52%.

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

•We are responsible for the adequacy and accuracy of the disclosure in our filing;

•

 Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to our filing; 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) 652-5297 with any questions that it may have.

Very truly yours,

 /s/ Jeffrey D. Capello

Jeffrey D. Capello

Executive Vice President and Chief Financial Officer

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE
       June 20 , 2013

Via E -mail
Mr. Jeffrey Capello
Executive Vice President and Chief Financial Officer
Boston Scientific Corporation
One Boston Scientific Place
Natick, Massachusetts 01760 -1537

 Re: Boston Scientific Corporation
  Form 10 -K for the F iscal Year E nded December 31 , 2012
  Filed February 22, 2013
  File No. 001 -11083

Dear Mr. Capello :

We have reviewed your filing  and have the following comment .  We have limited
our review to only your financial statements and related disclosures and do not intend to
expand our review to other portions of your document .  In our comment, we may ask you to
provide us with information so we may better understand your disclosure.

Please respond to this letter within ten busine ss days  by providing the requested
information or by advising us when you will provide the requested response.  If you do
not believe our comment applies  to your facts and circumstances , pleas e tell us why in
your response.

After reviewing the information you provide in response to this  comment , we may
have additional comments.

Form 10 -K for the Fiscal Year Ended December 31, 2012

Item 8.  Financial Statements

Note D. Goodwill and Other Intangible Assets, page 90

Intangible Asset Impairment Charges, page 9 4

1. We see that you have identified that $4.6 billion of amortizing intangible assets
held by the global CRM reporting unit are at higher risk of impairment.  We also
note your disclosure that the carrying amount of the CRM reporting unit exceeds

Jeffrey Capello
Boston Scientific Corporation
June 20 , 2013
Page 2

 its fair v alue because of the carrying amount of the amortizing intangible assets,
which suggests your goodwill impairment testing has revealed that the fair value
of those intangible assets is less than their carrying amount.  Further, we note that
global CRM reven ues have declined in each of the past three years and into the
first quarter of 2013.  Please help us better understand how you assessed the CRM
amortizing intangible assets for potential impairment by responding to the
following:

 Please tell us how you p erformed the undiscounted cash flow analysis as of
January 1, 2013, the date of your most recent testing.
 Tell us how you grouped assets for purposes of m easuring future cash flows
and how you arrived at the estimates of future cash flows.
 Describe to us  the key assumptions that were the drivers of your cash flow
analysis.
 Explain to us how the recent declines in CRM reporting unit revenues were
considered in your projections of future cash flows.  If applicable, explain the
rationale for estimates of gro wth in future cash flows that differ from recent
historical experience.
 Quantify the margin you believe exists before you would be required to
potentially measure and recognize an impairment loss.

Please refer to FASB ASC 350 -30-35-14 and FASB ASC 360 -10-35-17 through
35-35.

 We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes the information the Securities
Exchange Act of 1934 and all applicable Exchange Act rules  require.  Since the company
and its management are in possession of all facts relating to a company’s disclosure, they
are responsible for the accuracy and adequacy of the disclosures they have made.

 In responding to our comment , please provide a writt en statement from the
company acknowledging that:

 the company is responsible for the adequacy and accuracy of the
disclosure in the filing;
 staff comments or changes to disclosure in response to staff comments do
not foreclose the Commission from taking a ny action with respect to the
filing; and
 the company 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.

Jeffrey Capello
Boston Scientific Corporation
June 20 , 2013
Page 3

 You may contact Praveen Kartholy at (202) 551-3778 or Gary Todd  at (202) 551 -
3605 if you have questions regarding comments on the financial statements and  related
matters.   Please contact Brian Cascio, Accounting Branch Chief, at (202) 551 -3676 with
any other questions.

Sincerely,

        /s/Gary Todd for

Brian Cascio
Accounting Branch Chief

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

May 31, 2011
 Mr. Jeffrey D. Capello Executive Vice President and Chief Financial Officer Boston Scientific Corporation One Boston Scientific Place Natick, Massachusetts 01760-1537
 Re: Boston Scientific Corporation
  Form 10-K for the fiscal year ended  December 31, 2010
  Filed on February 17, 2011     File No. 001-11083

Dear Mr. Capello:
We have completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking any action with respect to the company or the filing and the company 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 urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.
Sincerely,
 Brian R. Cascio
       A c c o u n t i n g  B r a n c h  C h i e f

CORRESP
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		WebFilings | EDGAR view

May 11, 2011

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention:  Brian R. Cascio, Accounting Branch Chief

Re:

 Boston Scientific Corporation

 Form 10-K for the fiscal year ended December 31, 2010

 Filed on February 17, 2011

 File No. 001-11083

Ladies and Gentlemen:

Boston Scientific Corporation (“BSC” or the “Company”) submits this letter in response to comments from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) received by letter dated April 28, 2011, related to the above referenced filing (the “Filing”).

In this response letter, we have recited the Staff's comments in italicized, bold type, and have followed each comment with the Company's response.

Form 10-K for the Fiscal Year Ended December 31, 2010

Management's Discussion and Analysis

Liquidity and Capital Resources, page 64.

1.

 We refer to your disclosure on page 122 that you have unremitted earnings of your foreign subsidiaries that are indefinitely reinvested in your foreign operations.  If significant to an understanding of your liquidity, please clarify the amount of cash, cash equivalents and investments held outside of the U.S. in future filings.  Additionally, to the extent material, please describe any significant amounts that may not be available for general corporate use related to the cash, cash equivalents and investments held by foreign subsidiaries where you consider earnings to be indefinitely reinvested.  We refer you to Item 303(a)(1) of Regulation S-K and Section IV of SEC Release 33-8350.

In response to the Staff's comment, we respectfully provide the following supplemental information. As of December 31, 2010, the Company had $213 million of cash and cash equivalents on hand of which $178 million was held outside the United States.  As noted in the MD&A discussion of Liquidity and Capital Resources on page 64, the Company had full access to a $2 billion revolving credit facility. In addition, the Company had access to $350 million in accounts receivable securitizations for a total of $2.563 billion of liquidity as of December 31, 2010.  The Company also generates significant amounts of cash from its operating activities. Furthermore, there were no significant amounts which were not available for general corporate use related to the cash, cash equivalents and investments held by foreign subsidiaries whose earnings are considered to be indefinitely reinvested as substantially all of such earnings have been reinvested in non-liquid assets. Accordingly, we do not believe that the amount of cash, cash equivalents and investments held outside of the U.S. is significant to an understanding of our liquidity. If the amounts held outside of the U.S. become significant to an understanding of our liquidity we will disclose such amounts in future filings.

Financial Statements

Note K, Income Taxes, page 120

2.

 We note your disclosures on page 122 that it is not practical to estimate the amount of income taxes payable on the earnings that are indefinitely reinvested in foreign operations.  With a view towards disclosure in future filings, please tell us why it is not practical to estimate the income taxes payable on these earnings.

We respectfully submit that it is not practicable to estimate the income taxes payable on our earnings that are indefinitely reinvested in foreign operations as there is significant uncertainty with respect to the tax impact of the remittance of these earnings. Substantially all of the unremitted earnings of our foreign subsidiaries have been reinvested in non-liquid assets. Accordingly, estimating the income taxes payable would require that we determine the local income tax consequence of hypothetical transactions to divest or otherwise monetize a portion of our international businesses, which would involve significant judgment as to which assets to divest, the structure of the divestiture transactions and the potential value of the divested assets. Significant judgment would also be required to analyze any additional local withholding taxes and other indirect tax consequences that may arise due to the distribution of these earnings. Furthermore, due to the fact that dividends received from our foreign subsidiaries would generate additional foreign tax credits which could ultimately reduce the U.S. tax cost associated with a distribution of our reinvested earnings, we would need to estimate the amount of such credits and make significant judgments regarding whether such credits could be realized.

We respectfully submit that these reasons make it impractical to accurately estimate the amount of income taxes payable on our earnings that are indefinitely reinvested in foreign operations, particularly in light of the fact that, as noted in our prior response, we have no intention of distributing these unremitted non-liquid earnings.

BSC acknowledges that:

•

 The Company is responsible for the adequacy and accuracy of the disclosure in the Filing;

•

 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

•

 The Company 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 responsive to the Staff’s comments. The Staff should not hesitate to contact me directly at (508) 652-5297 with any questions or comments.  In addition, we respectfully request that you provide a facsimile of any additional comments you may have to my attention at (508) 650-8638.

Very truly yours,

Boston Scientific Corporation

 /s/ Jeffrey D. Capello

Jeffrey D. Capello

Executive Vice President and Chief Financial Officer

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

April 28, 2011
  Via U S Mail and FAX [(508) 650-8638]

   Mr. Jeffrey D. Capello Executive Vice President and Chief Financial Officer Boston Scientific Corporation One Boston Scientific Place Natick, Massachusetts 01760-1537
 Re: Boston Scientific Corporation
  Form 10-K for the fiscal year ended  December 31, 2010
  Filed on February 17, 2011     File No. 001-11083

 Dear Mr. Capello:
We have reviewed your filings and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your disclosure.     Please respond to this letter within ten business days by providing the requested information, or by advising us when you will provide the requested response.  If you do not believe our comments apply to your facts and circumstances, please tell us why in your response.
After reviewing the information you provide in response to these comments, we may
have additional comments.

Mr. Jeffrey D. Capello Boston Scientific Corporation April 28, 2011 Page 2    Form 10-K for the Fiscal Year Ended December 31, 2010

 Management’s Discussion and Analysis

 Liquidity and Capital Resources, page 64

 1. We refer to your disclosure on page 122 that you have unremitted earnings of your
foreign subsidiaries that are indefinitely reinvested in your foreign operations.  If
significant to an understanding of your liquidity, please clarify the amount of cash, cash equivalents and investments held outside of th e U.S. in future filings. Additionally, to the
extent material, please describe any significant amounts that may not be available for general corporate use related to the cash, cash equivalents and investments held by foreign subsidiaries where you consider earnings to be indefinitely reinvested.  We refer
you to Item 303(a)(1) of Regulation S-K and Section IV of SEC Release 33-8350.
  Financial Statements

 Note K. Income Taxes, page 120

 2. We note your disclosures on page 122 that it is not practical to estimate the amount of
income taxes payable on the earnings that are indefinitely reinvested in foreign operations.  With a view towards disclosure in future filings, please tell us why is not practical to estimate the income taxes payable on these earnings.

       We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all information the Securities Exchange Act of 1934 and all applicable Exchange Act rules require.  Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.

  Mr. Jeffrey D. Capello Boston Scientific Corporation April 28, 2011 Page 3     In responding to our comments, please provide a written a statement from the company acknowledging that
 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 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

 the company 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.
 In addition, please be advised that the Division of Enforcement has access to all information you provide to the staff of the Division of Corpora tion Finance in our review of your filing or in
response to our comments on your filing.
You may contact Jeanne Bennett at (202) 551-3606, or me at (202) 551-3676 if you have
questions regarding comments on the financial statements and related matters.  Please contact Thomas Jones at (202) 551-3602 or Timothy Bu chmiller, Senior Attorney, at (202) 551-3635
with any other questions.
Sincerely,
 Brian R. Cascio
       A c c o u n t i n g  B r a n c h  C h i e f

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3030
June 4, 2010

Mr. Jeffrey D. Capello Executive Vice President and Chief Financial Officer Boston Scientific Corporation One Boston Scientific Place Natick, MA  01760-1537

Re: Boston Scientific Corporation
Form 10-K for the fiscal year ended December 31, 2009
Filed February 26, 2010 Form 10-Q for the quarterly  period ended March 31, 2010
 File No.  001-11083

Dear Mr. Capello:
  We have completed our review of your Form  10-K and related filings and do not, at this
time, have any further comments.            S i n c e r e l y ,            B r i a n  C a s c i o          A c c o u n t i n g  B r a n c h  C h i e f

CORRESP
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    corresp_16840.htm

May 21, 2010

U.S. Securities and Exchange Commission

Kristin Lochhead

Accounting Reviewer

100 F Street, N.E.

Mail Stop 3030

Washington, D.C. 20549

 Re:
Comment letter dated May 12, 2010

Form 10-K for the fiscal year Ended December 31, 2009

Filed February 26, 2010

Form 10-Q for the quarterly period ended March 31, 2010

File No. 001-11083

Dear Ms. Lochhead:

This letter is in response to your letter dated May 12, 2010 regarding the above subject matter. For ease of reference, we have reproduced the Staff’s comments below along with our responses and, as appropriate, proposed disclosure for inclusion in future filings.  When used in this response letter, “Form 10-K” refers to our Annual Report on Form 10-K for the year ended December 31, 2009 and “Form 10-Q” refers to our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2010.

Form 10-K for the fiscal year ended December 31, 2009

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Executive Summary, page 38

1.

We see that you have described the impact of foreign currency fluctuations on overall net sales from 2008 to 2009 and separately for your CRM group. If material, please revise future filings to also describe the foreign currency impact on net sales for the other five groups that are separately disclosed.

In response to the Staff’s comments, in future filings, we will disclose any material impact of foreign currency fluctuations on each individual business unit. In addition, in future filings, we will also refer the reader to Results of Operations where we provide a reconciliation of net sales growth rates on an as reported and constant currency basis, which presents the impact of foreign currency exchange rates on each division’s net sales as compared to the same period in the prior year.

Business and Market Overview

Cardiac Rhythm Management, page 43

2.

We reference your disclosure about disciplinary actions taken against certain of your US CRM sales personnel and the statement that the actions could result in lost net sales in the short term. We also noted that during the fourth quarter of 2009, CRM sales declined to $607 million, or 6%, from $646 million in the third quarter of 2009. Please tell us the reasons for the fourth quarter 2009 CRM decrease from the prior quarter and the impact, if any, the aforementioned terminations contributed. Future filings should discuss all material factors that contributed to significant changes in revenues.

During 2009, our Cardiac Rhythm Management (CRM) group net sales disclosure included the results of our Electrophysiology business. Accordingly, our worldwide CRM net sales, excluding the Electrophysiology business, in the fourth quarter of 2009 of $607 million were relatively flat with third quarter 2009 CRM net sales of $608 million. To facilitate the Staff’s analysis, we supplementally present below the components of our worldwide CRM group net sales for these periods.

Three Months Ended December 31, 2009

Three Months Ended September 30, 2009

(in millions)

U.S.

Int'l

Total

U.S.

Int'l

Total

ICD systems

$
307

$
142

$
449

$
314

$
131

$
445

Pacemaker systems

82

76

158

90

73

163

389

218

607

404

204

608

Electrophysiology

29

9

38

30

8

38

Total CRM group

$
418

$
227

$
645

$
434

$
212

$
646

We supplementally advise the Staff that the aforementioned terminations of 10 sales personnel represented less than one percent of our U.S. CRM sales force and had an immaterial impact on our net sales during the fourth quarter of 2009. We expect we will experience the impact of these terminations during 2010; however, our intent is to replace these positions throughout 2010 and recapture lost revenue in 2011 and beyond. In future filings, to the extent our businesses experience significant changes in revenues from period to period, we will discuss all material factors contributing to these changes.

Liquidity and Capital Resources, page 65

3.

We see that you have $864 million of cash on hand at December 31, 2009 and that you have other significant contractual obligations of $2.2 billion that you expect to pay during 2010. In this regard, we see that you had a net reduction in cash during the fiscal quarter ended March 31, 2009. Please revise future filings to provide a more enhanced discussion on how you intend to finance your cash obligations. Please refer to the requirements of Item 303(A)(1) of Regulation S-K.

In response to the Staff’s comments, we acknowledge that the requirement of Regulation S-K Item 303(A)(1) is to include in the Management’s Discussion and Analysis of Financial Condition and Results of Operations any known trends or any known demands,

commitments, events or uncertainties that will result in, or that are reasonably likely to result in, the registrant's liquidity increasing or decreasing in any material way and, if applicable, the course of action that the registrant has taken or proposes to take to remedy any deficiency. In future filings, we will provide additional disclosure surrounding our contractual obligations and commitments and the expected impact on our liquidity.

Included in our 2010 contractual obligations of $2.2 billion, as disclosed in the table on page 65 of the Form 10-K, was a $1.0 billion litigation-related obligation to Johnson & Johnson, which was satisfied in February 2010. The payment of this obligation was one of the factors leading to the decrease in our cash balance from December 31, 2009 to March 31, 2010. Our discussion on page 65 indicates that, in addition to cash on hand as of December 31, 2009, we have access to approximately $1.0 billion under our revolving credit facility, and up to $350 million under our credit and security facility secured by our U.S. trade receivables. We believe that these sources of liquidity, coupled with cash generated from operations, will be sufficient to meet the remainder of our 2010 obligations.

Further, in the Form 10-K and Form 10-Q, we indicated our intent to refinance the majority of our 2011 debt maturities and renew our revolving credit facility by mid-2010. We will continue to provide updated disclosures on our refinancing activities in our subsequent SEC filings.

As appropriate, we propose including disclosure similar to the following in our future filings:

During the first quarter of 2010, we made a $1.0 billion litigation-related payment to Johnson & Johnson.  The settlement of this contractual obligation was one of the primary factors leading to the decrease in our cash balance from December 31, 2009.  We expect to pay the remainder of our 2010 contractual obligations using cash generated from operating activities.  In addition, during mid-2010, we expect to re-finance the majority of our 2011 debt maturities and renew our revolving credit facility.

Item 8. Financial Statements and Supplementary Data

Note A – Significant Accounting Policies

Warranty Obligations, page 89

4.

We note that you offer warranties on your products and that a substantial portion of your sales is generated from the sale of new products. Please revise future filings to disclose the nature and term of your product warranties. Additionally, in your response, please tell us how you estimate warranty obligations for new products. Please refer to FASB ASC 460-10-50-8.

In response to the Staff’s comments, we advise the Staff that we offer warranties on certain of our product offerings.  Approximately 90 percent of our warranty liability as of December 31, 2009 related to implantable devices offered by our Cardiac Rhythm Management (CRM) business, which include implantable cardioverter defibrillator (ICD)

and pacemaker systems. Our CRM products come with a standard limited warranty covering the replacement of these devices. We offer a full warranty for a portion of the period post-implant, and a partial warranty over the remainder of the warranty period, which varies depending on the device and is based on the average battery life of the product.

We estimate the costs that we may incur under our warranty programs based on the number of units sold, historical and anticipated rates of warranty claims and cost per claim, and record a liability equal to these estimated costs as cost of products sold at the time the product sale occurs. We reassess the key assumptions underlying our warranty liability calculation and evaluate the adequacy of our recorded warranty liabilities on a quarterly basis and adjust the amounts as necessary.

We note the Staff’s observation that a substantial portion of our sales is generated from the sale of new products. We include in our definition of “new” products any iteration of a currently marketed product, which includes enhancements and upgrades to existing product offerings, as well as new sizes and expanded indications for use. For each new product introduction, we evaluate the nature of the product to assess whether changes in the functionality, life, or use of the new product would impact the underlying assumptions surrounding our estimates for our warranty obligations. However, to date, our new product introductions have leveraged the core technology of prior product offerings.  We believe that when these next-generation products are introduced, the use of historical trends in warranty claims continues to be an appropriate benchmark for assessing potential future claims.

As appropriate, we propose including disclosure similar to the following in our future filings, which we believe satisfies all applicable requirements pursuant to FASB ASC 460-10-50-8:

We offer warranties on certain of our product offerings.  Approximately 90 percent of our warranty liability as of March 31, 2010 related to implantable devices offered by our Cardiac Rhythm Management (CRM) business, which include implantable cardioverter defibrillator (ICD) and pacemaker systems. Our CRM products come with a standard limited warranty covering the replacement of these devices. We offer a full warranty for a portion of the period post-implant, and a partial warranty over the remainder of the useful life of the product.  We estimate the costs that we may incur under our warranty programs based on the number of units sold, historical and anticipated rates of warranty claims and cost per claim and record a liability equal to these estimated costs as cost of products sold at the time the product sale occurs. We reassess the key assumptions underlying our warranty liability calculation and evaluate the adequacy of our recorded warranty liabilities on a quarterly basis and adjust the amounts as necessary. Changes in our product warranty obligations during the first quarter of 2010 and 2009 consisted of the following (in millions):

2010

2009

Balance as of December 31 - prior year

$
55

$
62

Provision

3

5

Settlements/ reversals

(8
)

(10
)

Balance as of March 31 - current year

$
50

$
57

Goodwill Impairment, page 92

5.

We see from page 23 that you identified two reporting units with a material amount of goodwill that are at higher risk of potential failure of the first step of the impairment test in future reporting periods. However, you did not believe there were indicators of impairment as of December 31, 2009 to necessitate the performance of an interim impairment test. Please clarify which reporting units had a heightened risk of goodwill impairment and tell us why you did not believe that there were any indicators of impairment that would require an interim impairment test to be performed at December 31, 2009. In this regard, we see that CRM sales decreased in the fourth quarter, you terminated a large number of sales personnel, your stock price significantly declined in the fourth quarter of 2009 and you announced a $1.8 billion impairment charge in the first quarter of 2010. Refer to FASB ASC 350-20-35-30.

In response to the Staff’s comment, our U.S. CRM and Europe/Middle East/Africa (EMEA) units are the two units that we indicated had a heightened risk of goodwill impairment at December 31, 2009.

With respect to U.S. CRM, and in accordance with FASB ASC 350-20-35 and our Critical Accounting Policies and Estimates as described within the Form 10-K, we regularly review whether indicators are present or circumstances have changed suggesting that impairment of our goodwill balance may exist.  As part of our assessment during the fourth quarter of 2009, we noted an increase in our U.S. CRM net sales of two percent from the same period in the prior year, and an increase of eight percent for the full year of 2009 as compared to 2008. We also considered the fact that the termination of 10 sales personnel (which represented less than one percent of our U.S. CRM sales force) during the fourth quarter would impact our 2010 sales results for the U.S. CRM reporting unit; however, these actions would not have a significant negative impact on the fair value of the U.S. CRM reporting unit because of our intent to replace these positions throughout 2010 and recapture lost revenue in 2011 and beyond.  Therefore, we concluded that the personnel terminations were not significant enough to represent an indicator of impairment. Accordingly, as noted in the Form 10-K, we concluded that the goodwill for the U.S. CRM reporting unit was not impaired.

Our first quarter 2010 impairment charge was triggered by events that occurred in the first quarter of 2010.  Specifically, on March 15, 2010, we announced a ship-hold and product removal of our U.S. implantable cardioverter defibrillator (ICD) and cardiac resynchronization therapy defibrillator (CRT-D) systems. This led us to reduce our 2010 estimates for U.S. CRM revenues by $300 million. As we disclosed in Note B – Goodwill and Other Intangible Assets within the Form 10-Q, the ship-hold and product removal actions and the potential corresponding financial impact on our operations was the primary indicator of impairment that resulted in the $1.8 billion impairment loss recognized as of

March 31, 2010. As a result of these actions, our U.S. CRM sales decreased approximately 18 percent from the first quarter of 2009.  We further disclosed that the ship-hold and product removal actions are expected to result in a decline in our U.S. defibrillator market share by approximately 400 basis points exiting 2010 and, therefore, will have an on-going long-term adverse impact on our net sales.

With respect to our EMEA reporting unit, similar to the U.S. CRM reporting unit, this impairment risk stems from the $4.1 billion of goodwill allocated to EMEA as a result of our 2006 acquisition of Guidant Corporation, which makes it more susceptible to future impairment.  During the fourth quarter of 2009, we noted no events or changes in circumstances that would more-likely-than-not reduce the fair value of our EMEA reporting unit below its carrying value, which would have required an interim impairment test of that reporting unit as of December 31, 2009.  Following the ship-hold and product removal actions associated with our U.S. CRM business announced during the first quarter of 2010, we also reviewed our EMEA reporting unit for similar indicators of impairment given its heightened risk.  Based on our review, we determined that the ship-hold and product removal actions were specific to our domestic CRM business and we noted no other significant adverse changes in expectations in sales growth or profitability for EMEA, or any other impairment indicators, to necessitate an interim test as of March 31, 2010.

Note K – Income Taxes, page 122

6.

We reference your disclosure that during 2009, you received the Revenue Agent’s Report for your federal tax examination covering years 2004 and 2005. You indicate that you continue to disagree with and contest the “significant proposed adjustment” related primarily to the allocation of income between

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE
    Mail Stop 3030

        May 12, 2010
 VIA U.S. Mail and Facsimile

 Mr. Jeffrey D. Capello Executive Vice President and Chief Financial Officer Boston Scientific Corporation One Boston Scientific Place Natick, MA  01760-1537

Re: Boston Scientific Corporation
Form 10-K for the fiscal year ended December 31, 2009
Filed February 26, 2010 Form 10-Q for the quarterly  period ended March 31, 2010
 File No.  001-11083

Dear Mr. Capello:

We have reviewed your filings and have the following comments.  Where
indicated, we think you should revise your future  filings in response to these comments.
If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  In some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.  After reviewing th is information, we may raise additional
comments.   Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Mr. Jeffrey D. Capello
Boston Scientific Corporation
May 12, 2010 Page 2  Form 10-K for the fiscal year ended December 31, 2009

Item 7.  Management’s Discussion and Analys is of Financial Condition and Results of
Operation

Executive Summary, page 38

1. We see that you have described the impact of foreign currency fluctuations on
overall net sales from 2008 to 2009 a nd separately for your CRM group.  If
material, please revise future filings to  also describe the foreign currency impact
on net sales for the other five groups that are separately discussed.

Business and Market Overview

Cardiac Rhythm Management, page 43

2. We reference your disclosure about discip linary actions taken against certain of
your US CRM sales personnel and the statem ent that the actions could result in
lost net sales in the short term.  We also  noted that during the fourth quarter of
2009, CRM sales declined to $607 million, or 6%, from $646 million in the third
quarter of 2009.  Please tell us the re asons for the fourth quarter 2009 CRM
decrease from the prior quarter and the impact, if any, the aforementioned
terminations contributed.  Future filings should discuss all material factors that
contributed to significant ch anges in revenues.

Liquidity and Capital Resources, page 65

3. We see that you have $864 million of cash on hand at December 31, 2009 and
that you have other significant contractua l obligations of $2.2 billion that you
expect to pay during 2010.  In  this regard, we see that  you had a net reduction in
cash during the fiscal quarter ended Marc h 31, 2009.  Please revise future filings
to provide a more enhanced discussi on on how you intend to finance your cash
obligations.  Please refer to the requirements of Item 303(A)(1) of Regulation S-K.

Item 8.  Financial Statements and Supplementary Data

 Note A – Significant Accounting Policies

Mr. Jeffrey D. Capello
Boston Scientific Corporation
May 12, 2010 Page 3
Warranty Obligations, page 89

4. We note that you offer warranties on your pr oducts and that a s ubstantial portion
of your sales is generated from the sale of new products.  Please revise future
filings to disclose the nature and term of your product warranties.  Additionally,
in your response, please tell us how you estimate warranty obligations for new
products.  Please refer to FASB ASC 460-10-50-8.

Goodwill Impairment, page 92

5. We see from page 23 that you identified two reporting units with a material
amount of goodwill that are at higher risk of  potential failure of the first step of
the impairment test in future reportin g periods.  However, you did not believe
there were indicators of impairment as  of December 31, 2009 to necessitate the
performance of an interim impairment test .  Please clarify which reporting units
had a heightened risk of goodwill impairme nt and tell us why you did not believe
that there were any indicators of impa irment that would require an interim
impairment test to be performed at Decem ber 31, 2009.  In this regard, we see that
CRM sales decreased in the fourth quarte r, you terminated a large number of sales
personnel, your stock price significantly dec lined in the fourth quarter of 2009
and you announced a $1.8 billion impairment charge in the first quarter of 2010.
Refer to FASB ASC 350-20-35-30.

Note K – Income Taxes, page 122

6. We reference your disclosure that du ring 2009, you received the Revenue Agent’s
Report for your federal tax examina tion covering years 2004 and 2005.  You
indicate that you continue to disagree with and contest the “significant proposed
adjustment” related primaril y to the allocation of income between your US and
foreign affiliates.  Please revi se future filings to disclose the potential range of the
impact of the “significant proposed adjustment,” or tell us why you do not believe
this disclosure is required by FASB AS C 740-10-50-15(d).  Additionally, please
tell us in your response how you applie d the criteria in FASB ASC 740-10-25 in
determining your accounting for the proposed adjustment.

Note L – Commitments and Contingencies, page 132

7. We note your disclosure of a whistleblow er complaint which led to an August
2009 letter requesting an internal investig ation of the alleged off-label promotion
of certain devices.  Please upda te the status of the intern al investigation in future
filings and disclose any expected  financial statement impact.

Mr. Jeffrey D. Capello
Boston Scientific Corporation
May 12, 2010 Page 4

Item 11.  Executive Compensation, page 152

8. We note your disclosure under the heading “Risk Considerations and Internal Pay
Analysis” on page 30 of your defini tive proxy statement that you have
incorporated by reference to your Form 10-K.  Please describe the process you
undertook to reach the conclusion that disc losure pursuant to Regulation S-K Item
402(s) is not necessary.

Schedule II – Valuation and Qualifying Accounts, page 171

9. Regarding your columnar presentation of the allowances for uncollectible
accounts and sales returns and allowances, please tell us in more detail what the
adjustment referred to as “charges to (deductions from) other accounts”
represents.  The current explanation is unclear.

Form 10-Q for the quarterly period ended March 31, 2010

Note B.  Goodwill and Other Intangible Assets, page 6

10. Please tell us the date that you performe d the interim impairment tests on your
goodwill and the amortizable intangible assets.  Please also discuss how you
considered FASB ASC 350-20-35-31 which states that goodwill and another asset
of a reporting unit are tested for impair ment at the same time, the other asset
(amortizable intangible assets) shall be tested for impairment before goodwill.

11. We see that you have $3.8 billion of U.S. CRM amortizable intangible assets as of
March 31, 2010 and you determined that t hose assets are not impaired based on
an undiscounted cash flow analysis.  In  addition, you state th at after the goodwill
impairment loss, the book value of your U.S. CRM business unit exceeds its fair
value.  Please tell us how you determined  that the amortizable intangible assets
are not impaired at March 31, 2009 under FASB ASC 360-10-35-17.  Tell us the
circumstances that resulted in the re lated goodwill being impaired while the
related amortizable asset is not.

* * * * * *

As appropriate, please respond to these co mments within 10 business days or tell
us when you will provide us with a response.  Please furnish a cover letter with your
response that keys your responses to our  comments and provides any requested
information.  Detailed cover le tters greatly facilitate our re view.  Please understand that

Mr. Jeffrey D. Capello
Boston Scientific Corporation May 12, 2010 Page 5  we may have additional comments after re viewing your responses to our comments.
 We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
  In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:
‚ the company is responsible for the adequacy and accuracy of the disclosure in the filing;
‚ staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking a ny action with respect to the filing;
and
‚ the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any pers on under the federal s ecurities laws of
the United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.
You may contact Leigh Ann Schultz at ( 202) 551-3628 or me at (202) 551-3664 if
you have questions regarding comments on the financial statements and related matters.
Please contact Celia Soehner at (202) 551-3256 or Tim Buchmiller at (202) 551-3635
with any other questions.
Sincerely,     Kristin Lochhead Accounting Reviewer

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3030
May 29, 2009
 Sam R. Leno Executive Vice President – Finance and Information Systems and   Chief Financial Officer Boston Scientific Corporation One Boston Scientific Place Natick, Massachusetts 01760-1537

Re: Boston Scientific Corporation  Form 10-K for the Fiscal Year Ended December 31, 2008
File No. 001-11083

Dear Mr. Leno:
  We have completed our review of your Form  10-K and related filings and have no further
comments at this time.          S i n c e r e l y ,            M a r t i n  J a m e s          Senior Assistant Chief Accountant

CORRESP
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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

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3030
        May 13, 2009
 Via U.S. Mail and Facsimile 508-650-8838  Sam R. Leno Executive Vice President – Finance and Information Systems and   Chief Financial Officer Boston Scientific Corporation One Boston Scientific Place Natick, Massachusetts 01760-1537

Re: Boston Scientific Corporation  Form 10-K for the Fiscal Year Ended December 31, 2008
Filed February 27, 2009 File No. 001-11083

Dear Mr. Leno:

We have reviewed your filing and have the following comments.  We have
limited our review of your filings to those is sues we have addressed in our comments.
Where indicated, we think you should revise your future filings in response to these
comments.  I f you disagree, we will consider your e xplanation as to why our comment is
inapplicable or a revision is unnecessary.  Pl ease be as detailed as necessary in your
explanation.  In some of our comments, we may ask you to provide us with information
so we may better understand your disclosure.  After reviewing this information, we may
raise additional comments.
Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Sam R. Leno
Boston Scientific Corporation
May 13, 2009 Page 2   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 w ith a better insight into management’s
judgments into accounting for goodwill, pl ease 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 methodologie s used to value goodwill (if multiple
approaches are used), including suffici ent 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 mean ingful 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 t hose assumptions based upon reasonably
likely changes.
e. If applicable, how the assumptions and methodologies used for valuing
goodwill in the current year have change d since the prior year highlighting
the impact of any changes.
 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 c onsolidated statements of operations and
the aggregate amount of your goodwill as  a separate line item in your
consolidated balance sheet, consis tent with paragraph 43 of SFAS 142.

As appropriate, please respond to these co mments within 10 business days or tell
us when you will provide us with a response.  Please furnish a letter that keys your
responses to our comments and provides any requested information. Detailed letters
greatly facilitate our review. Please understa nd that we may have additional comments
after reviewing your responses to our comments.

Sam R. Leno
Boston Scientific Corporation May 13, 2009 Page 3
We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision. Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

In connection with responding to our comments, please provide, in writing, a
statement from the company acknowledging that:

• the company is responsible for the adequacy and accuracy of the disclosure in the filing;

• staff comments or changes to disclosu re in response to staff comments do
not foreclose the Commission from ta king any action with respect to the
filing; and

• the company may not assert staff comments as a defense in any proceeding initiated by the Commissi on or any person under the federal
securities laws of the United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.
  You may contact Kate Tillan, Assistan t Chief Accountant, at (202) 551-3604 or
me at (202) 551-3671 if you have questions  regarding comments on the financial
statements and related matters.
Sincerely,    Martin James Senior Assistant Chief Accountant

Mail Stop 3561
 December 7, 2007
  By U.S. Mail and facsimile to (508) 650-8657

James R. Tobin President and Chief Executive Officer Boston Scientific Corporation One Boston Scientific Place Natick, Massachusetts 01760
Re:      Boston Scientific Corporation
Definitive 14A
Filed on March 27, 2007 File no. 001-11083
 Dear Mr. Tobin:   We have completed our review of your executive compensation and related
disclosure, and we have no further comments at this time.
  Please note that the company is responsib le for the adequacy and accuracy of the
disclosure in its filing.  We  are not approving any proposed  disclosure you may have
included in your response lette r or any disclosure you include in your future filings in
response to our comments.

If you have any further questions regardi ng our review of your filing, please call
me at (202) 551-3315.           S i n c e r e l y ,            H a n n a  T .  T e s h o m e          S p e c i a l  C o u n s e l

CORRESP
1
filename1.htm

    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

Mail Stop 6010
April 20, 2007

Mr. Lawrence C. Best
Chief Financial Officer and Executive Vice-President –
Finance and Administration
Boston Scientific Corporation
One Boston Scientific Place
Natick, Massachusetts 01760-1537

 Re: Boston Scientific Corporation
  Form 10-K for the Year Ended December 31, 2006
  File No. 001-11083

Dear Mr. Best:

 We have completed our review of your Form  10-K and related filings and have no further
comments at this time.

         S i n c e r e l y ,

        M a r t i n  F .  J a m e s
        Senior Assistant Chief Accountant

CORRESP
1
filename1.htm

      Unassociated Document

    April
      19, 2007

    U.S.
      Securities and Exchange Commission

    Brian
      Cascio

    Accounting
      Branch Chief

    100
      F
      Street, N.E.

    Washington,
      D.C. 20549

            Re:

              Comment
                letter dated April 6, 2007

            Form 10-K for the Fiscal Year
              Ended
              December 31, 2006

            Filed March 1,
              2007

            File No.
              001-11083

    Dear
      Mr.
      Cascio:

    This
      letter is in response to your
      letter dated April 6, 2007 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, 2006

    Financial
      Information, page 66

    Note
      A. Significant Accounting Policies, page 71

    Revenue
      Recognition, page 72

              1.

              You
                disclose that as part of your return policy you may “allow customers to
                return previously purchased products for next-generation product
                offerings.” The accounting policy states that you account for these sales
                by establishing “a reserve for sales returns when the initial product is
                sold.” Please tell us in more detail about the nature and terms of these
                sales. Please also include your analysis of the underlying accounting
                literature supporting your accounting method. Discuss your consideration
                of EITF 00-24 and FIN 45.

    The
      interventional medicine market in which we operate is in large part technology
      driven.  Physicians, particularly in interventional cardiology, move
      quickly to new technology and new products.  In order to compete in
      this rapidly changing environment, we are continuously innovating and developing
      next-generation products.  Given the significant investment necessary
      to develop next-generation products and the extensive regulatory path, we
      generally launch next-generation products every two to six years, depending
      on
      the product line.  When we launch next-generation products, we may
      allow customers to return and replace their existing inventory with the new
      product.  The decision to allow customers to return previously
      purchased products for next-generation products (when and if available) is
      at
      our discretion in

    all
      cases, and is not a contractual right of the customer.   When we
      undertake a product transition, we estimate future returns at the time we sell
      the first-generation product and defer revenue until we deliver the
      second-generation product to the customer.

    Since
      a
      customer is required to exercise their right of return in order to obtain
      the next-generation product, we determined that the most relevant accounting
      guidance for product transitions is Financial Accounting Standards
      Board Statement 48, Revenue Recognition when Right of Return
Exists. In accordance with Statement 48, when the right of return
      exists, we may recognize revenue at the time of sale for products that we do
      not
      expect to be returned if we meet six criteria, which include our having the
      ability to estimate future returns reasonably.  We estimate our
      returns based on our prior experience with similar product transitions, the
      timing of the launch and the level of customer-owned inventory in the
      field.  We have the ability to make a reasonable estimate of returns
      based on our significant level of historical experience with product transitions
      and our overall understanding of market dynamics.  Further, based on
      our review of Statement 48 and considering the guidance regarding returns
      accounting included in the AICPA Statement of Position (SOP) No. 97-2, we have
      generally determined, though based upon the specific facts and circumstances
      of
      each product transition, that product transitions from generation to generation
      do not qualify for exchange accounting since the functionality of the new
      products is generally more than minimally different from the original product
      and the development of the new technology requires significant investment in
      research and development.

    In
      assessing the appropriate accounting treatment for product transitions, we
      also
      considered the accounting guidance of FASB Interpretation No. 45 (FIN 45),
      Guarantor’s Accounting and Disclosure Requirements for Guarantees, and
      EITF 00-24, Revenue Recognition: Sales Arrangements that Include
      Specified-Price Trade-In Rights and determined that they were not
      applicable based on the nature of our business. We believe that EITF 00-24
      pertains to fixed-price trade-in rights, where a customer is allowed to exchange
      a purchased product for a specified credit toward another product after some
      period.  We have historically not offered fixed-price trade-in rights
      to customers for our implantable or muti-use devices.  In addition, in
      considering FIN 45 when we sell a product to a customer we do not guarantee
      that
      a next-generation product will be available since our ability to launch a
      next-generation product is largely contingent on external factors, such as
      the
      timing of regulatory approval and the success of clinical trials.

    Based
      on
      our analysis, we believe our accounting policy of estimating returns for a
      product transition and deferring revenue until the new technology is delivered
      to the customer is appropriate and in accordance with the provisions of
      Statement 48.

    In
      response to the Staff’s comment, we propose the following revised
      disclosure:

    Proposed
      Disclosure

    We
      generally allow our customers to return defective, damaged and, in certain
      cases, expired products for credit. In addition, we may allow customers to
      return previously purchased products for next-generation product offerings.
      In
      accordance with FASB Statement No. 48, we establish a reserve for sales returns
      when we sell the initial product and recognize revenue when we deliver the
      next-generation product to the customer. We base our estimate of sales returns
      on historical trends and record such amount as a reduction to
      revenue.

    Valuation
      of Business Combinations, page 73

              2.

              You
                disclose that you “allocate the purchase price in excess of net tangible
                assets acquired to identifiable intangible assets, including purchased
                research and development.”  From your disclosure, it appears
                that the value you assign to your identifiable intangible assets
                acquired
                in business combinations may not always be stated at fair value consistent
                with paragraph 35 of SFAS 141, or, if applicable, paragraph 44 of
                SFAS
                141. Please discuss how your accounting policy considered that
                guidance.

    In
      performing our purchase price allocation for business combinations, we state
      intangible assets at fair value and follow the guidance prescribed by Statement
      No. 141 for all business combinations completed after July 1, 2001 using the
      purchase method of accounting. We accounted for business combinations completed
      before July 1, 2001 under Accounting Principles Board Opinion
      No.  16.   Specifically, in determining the purchase
      price allocation, we allocate the cost of an acquired entity to the assets
      and
      liabilities assumed based upon their estimated fair values at the date of
      acquisition consistent with paragraph 35 of FAS 141.  Furthermore, and
      consistent with paragraph 44 of FAS 141, in those circumstances where the
      amounts assigned to assets acquired and liabilities assumed exceeds the cost
      of
      the acquired entity and the purchase agreement does not provide for contingent
      consideration that might result in an additional element of cost of the acquired
      entity when the contingency is resolved that equals or exceeds the excess of
      fair value over cost, the excess is allocated as a pro rata reduction of the
      amounts that otherwise would have been assigned to all of the acquired assets,
      including purchased research and development, except for a) financial assets
      other than investments accounted for under the equity method, b) assets to
      be
      disposed of by sale, c) deferred tax assets, d) prepaid assets relating to
      pension or other postretirement benefit plans and e) any other current
      assets.  In those circumstances where an acquisition involves
      contingent consideration, we recognize an amount equal to the lesser of the
      maximum amount of the contingent payment or the excess of fair value over cost
      as a liability.  As of December 31, 2006, the cost of each of our
      acquired entities exceeds the fair value amounts assigned to assets acquired
      and
      liabilities assumed.

    In
      response to the Staff’s comment, we propose the following revised
      disclosure:

    Valuation
      of Business Combinations

    We
      record intangible assets acquired in
      recent business combinations under the purchase method of accounting. We
      allocate the amounts we pay for each acquisition to the assets we acquire and
      liabilities we assume based on their fair values at the dates of acquisition
      in
      accordance with Statement 141, including identifiable intangible assets and
      purchased research and development, which either arise from a contractual or
      legal right or are separable from goodwill. We base the fair value of
      identifiable intangible assets and purchased research and development on
      detailed valuations that use information and assumptions provided by management.
      We allocate any excess purchase price over the fair value of the net tangible
      and identifiable intangible assets acquired to goodwill.   In
      circumstances where the amounts assigned to assets acquired and liabilities
      assumed exceeds the cost of the acquired entity and the purchase agreement
      does
      not provide for contingent consideration that might result in an additional
      element of cost of the

    acquired
      entity when the contingency is resolved that equals or exceeds the excess of
      fair value over cost, the excess is allocated as a pro rata reduction of the
      amounts that otherwise would have been assigned to all of the acquired assets,
      including purchased research and development, except for a) financial assets
      other than investments accounted for under the equity method, b) assets to
      be
      disposed of by sale, c) deferred tax assets, d) prepaid assets relating to
      pension or other postretirement benefit plans and e) any other current
      assets.  In those circumstances where an acquisition involves
      contingent consideration, we recognize an amount equal to the lesser of the
      maximum amount of the contingent payment or the excess of fair value over cost
      as a liability.  As of December 31, 2006, the cost of each of our
      acquired entities exceeds the fair value amounts assigned to assets acquired
      and
      liabilities assumed.

    Amortization
      and Impairment of Intangible Assets, page 74

              3.

              You
                disclose that you test your March 31st
                goodwill
                balances during the second quarter of each year for impairment. While
                you
                may perform the annual goodwill impairment test “any time during the
                fiscal year provided the test is performed at the same time every
                year,”
                consistent with paragraph 26 of SFAS 142, please tell us why you
                believe
                it is appropriate under U.S. GAAP to test the ending balance of your
                first
                quarter goodwill in the second quarter of your fiscal year. To help
                us
                understand your accounting, please tell us in which quarter you would
                record an impairment loss if an impairment existed. We also note
                the
                provisions of paragraph 22 of SFAS
                142.

    Historically,
      we have performed the annual test for impairment as of April 1, the beginning
      of
      the second quarter of the year. To derive net assets by reporting unit, we
      have
      relied on March 31 financial information since we believe this approximates
      our
      financial position as of April 1, the beginning of the second
      quarter.  We perform detailed valuations that we base on information
      obtained from various individuals throughout our organization to determine
      the
      fair value of our reporting units. In addition, we may seek the input of
      specialists in performing these valuations.  The first step of our
      annual impairment test requires approximately two to three months to
      complete.

    If
      we
      determined that the carrying amount of a reporting unit exceeded its fair value
      while performing our annual goodwill impairment test, we would perform the
      second step of the goodwill impairment test.  To the extent we were
      able to complete this test and determined that an impairment existed, we would
      record an impairment loss during the second quarter.  However,
      consistent with paragraph 22 of SFAS 142, if we were unable to complete the
      test
      prior to the issuance of the financial statements and an impairment loss was
      probable and could be reasonably estimated, we would recognize our best estimate
      of the loss in the June 30 interim financial statements and disclose that the
      amount is an estimate.  We would then recognize any adjustment to that
      estimate in subsequent reporting periods, once the second step of the impairment
      analysis is finalized.  In prior years, the fair values of our
      reporting units have exceeded the carrying value and it has not been necessary
      to perform the second step of the goodwill impairment test.

    In
      response to the Staff’s comment, we propose the following revised
      disclosure:

    Proposed
      Disclosure

    Annually
      we test our goodwill balances during the second quarter of the year as of April
      1, the beginning of the second quarter, using financial information available
      as
      of that time, or more frequently if certain indicators are present or changes
      in
      circumstances suggest that impairment may exist. In performing the test, we
      utilize the two-step approach prescribed under FASB Statement No. 142,
Goodwill and Other Intangible Assets. The first step requires a
      comparison of the carrying value of the reporting units, as defined, to the
      fair
      value of these units. As of December 31, 2006, we identified our 10
      domestic divisions, which in aggregate make up the U.S. reportable segment,
      and
      our three international operating segments as our reporting units for purposes
      of the goodwill impairment test.  To derive the carrying value of our
      reporting units at the time of acquisitio

Mail Stop 6010
April 6, 2007

VIA U.S. MAIL AND FACSIMILE (508-650-8951)

Mr. Lawrence C. Best
Chief Financial Officer and Executive Vice-President –
Finance and Administration
Boston Scientific Corporation
One Boston Scientific Place
Natick, Massachusetts 01760-1537

 Re: Boston Scientific Corporation
  Form 10-K for the Fiscal Year Ended December 31, 2006
  Filed March 1, 2007
  File No. 001-11083

Dear Mr. Best:

We have reviewed your filing and have the following comments.  We have limited our
review to only your financial statements and related disclosures and do not intend to expand our
review to other portions of your documents.  Wher e indicated, we think you should revise future
filings in response to these comments.  If you disa gree, we will consider y our explanation as to
why our comment is inapplicable or a revision is  unnecessary.  Please be as  detailed as necessary
in your explanation.  In some of our comments, we may ask you to provide us with information
so we may better understand your disclosure.  Afte r reviewing this information, we may or may
not raise additional comments.

Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requir ements and to enhance the overall disclosure in
your filings.  We look forward to working with  you in these respects.  We welcome any
questions you may have about our comments or on any other aspect of our review.  Feel free to
call us at the telephone numbers lis ted at the end of  this letter.

Mr. Lawrence C. Best
Boston Scientific Corporation
April 6, 2007 Page 2

ACCOUNTING COMMENTS

Form 10-K for the Fiscal Year Ended December 31, 2006

Financial Information, page 66

Note A.  Significant Accounting Policies, page 71

Revenue Recognition, page 72

1. You disclose that as part of your return policy you may “allow customers to return previously purchased products for next-generation product offerings.”  The accounting policy states that you account for these sales by establishing “a rese rve for sales returns
when the initial product is sold.”  Please tell us in more detail about  the nature and terms
of these sales.  Please also include your analysis of the underlying accounting literature
supporting your accounting method.  Discuss you consideration of EITF 00-24 and FIN
45.

Valuation of Business Combinations, page 73

2. You disclose that you “allocate  the purchase price in excess of net tangible assets
acquired to identifiable intangible asse ts, including purchased research and
development.”  From your disclosure, it appears that the valu e you assign to your
identifiable intangible assets acquired in busin ess combinations may not always be stated
at fair value consistent with paragraph 35 of SFAS 141, or, if applicable, paragraph 44 of
SFAS 141.  Please discuss how your accounting policy considered that guidance.

Amortization and Impairment of Intangible Assets, page 74

3. You disclose that you test your March 31st goodwill balances during the second quarter of
each year for impairment.  While you may perform the annual goodwill impairment test “any time during the fiscal year provided the test is performed at the same time every
year,” consistent with paragraph 26 of SFA S 142, please tell us why you believe it is
appropriate under U.S. GAAP to test the endi ng balance of your first quarter goodwill in
the second quarter of your fiscal year.  To help us understand your accounting, please tell us in which quarter you would record an impa irment loss if an impairment existed.  We
also note the provisions of paragraph 22 of SFAS 142.

Mr. Lawrence C. Best
Boston Scientific Corporation
April 6, 2007 Page 3

As appropriate, please revise future filings and respond to  these comments within 10
business days or tell us when you will provide us with a response.  Please furnish a letter that
keys your responses to our comments and provide s any requested information.  Detailed letters
greatly facilitate our review.  Please understand that we may ha ve additional comments after
reviewing your responses to our comments.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes all information re quired under the Securities
Exchange Act of 1934 and that they have provi ded all information investors require for an
informed investment decision.  Since the compa ny and its management are in possession of all
facts relating to a company’s disclosure, they are responsible for the acc uracy and adequacy of
the disclosures they have made.

In connection with responding to our comment s, please provide, in writing, a statement
from the company acknowledging that:

‚ the company is responsible for the adequacy and accuracy of the disclo sure in the filing;

‚ 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

‚ the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federa l securities laws of  the United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the sta ff of the Division of Corporati on Finance in our review of your
filing or in response to our comments on your filing.

You may contact Kate Tillan, Assistant Chie f Accountant, at (202)  551-3604 or me at
(202) 551-3676 if you have any questions regarding these comments.

        S i n c e r e l y ,

        B r i a n  C a s c i o
        A c c o u n t i n g  B r a n c h  C h i e f

Mail Stop 6010
January 18, 2007

Mr. Lawrence C. Best
Chief Financial Officer and Executive Vice-President –
Finance and Administration
Boston Scientific Corporation
One Boston Scientific Place
Natick, Massachusetts 01760-1537

 Re: Boston Scientific Corporation
  Form 10-K for the Year Ended December 31, 2005
  File No. 001-11083

Dear Mr. Best:

 We have completed our review of your Form  10-K and related filings and have no further
comments at this time.

         S i n c e r e l y ,

        M a r t i n  F .  J a m e s
        Senior Assistant Chief Accountant

CORRESP
1
filename1.htm

      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

Mail Stop 6010
November 29, 2006

VIA U.S. MAIL AND FACSIMILE (508-650-8951)

Mr. Lawrence C. Best
Chief Financial Officer and Executive Vice-President –
Finance and Administration
Boston Scientific Corporation
One Boston Scientific Place
Natick, Massachusetts 01760-1537

 Re: Boston Scientific Corporation
  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. Best:

We have reviewed your filings and have the following comments.  We have limited our
review of your filing to those i ssues we have addressed in our comments.  Where indicated, we
think you should revise future filings in response to these comments.  If you disagree, we will
consider your explanation as to why our commen t is inapplicable or a revision is unnecessary.
Please be as detailed as necessa ry in your explanation.  In some  of our comments, we may ask
you to provide us with information so we may better understand your disclosure.  After
reviewing this information, we may or  may not raise additional comments.

Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requir ements and to enhance the overall disclosure in
your filings.  We look forward to working with  you in these respects.  We welcome any
questions you may have about our comments or on any other aspect of our review.  Feel free to
call us at the telephone numbers lis ted at the end of  this letter.

Mr. Lawrence C. Best
Boston Scientific Corporation
November 29, 2006 Page 2
Form 10-Q for the Quarterly Period Ended September 30, 2006

Financial Information, page 3

Note B.  Guidant Acquisition and Abbott Transaction, page 6

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 para graph 51(d) of SFAS 141.  Please tell us how
your valuation considered paragraphs 20 - 24 of SFAS 141 and EITF 99-12.

Abbott Transaction, page 7

2. You disclose that Abbott purchased approxi mately 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 mont hs following April 21, 2006.  Abbott must then
apply a portion of the net proceeds from the sa le 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.  Your
are re-valuing this asset each reporting period at fair value with changes in the fair value reflected as a gain or loss within ot her non-operating income and expense and will
continue to do so until all of the shares are so ld by Abbott.  Please tell us and disclose in
future filings the method and significant assu mptions used to determine the initial and
subsequent fair value of this feature.  In a ddition, tell us the accoun ting literature that you
applied to this transaction and why.  Include a discussion of  all of the sign ificant terms of
the sale as well as those of the loan.  Pl ease also discuss how you account for any actual
sharing of proceeds, which results in a reduction to the principal amount of your loan.

Mr. Lawrence C. Best
Boston Scientific Corporation
November 29, 2006 Page 3
3. We note that approximately 18 months follo wing the Abbott transaction closing, you will
issue to Abbott additional shares of common stock with an aggregate value up to $60 million to “reimburse Abbott for the cost of borrowing $1.4 billion to purchase the
shares” of your common stock.  You recorded the full value of the $60 million of stock that may be issued as a liability assumed in connection with the sale of Guidant’s
vascular intervention and endovascular solutions  businesses to Abbott.  Please tell us in
more detail about your accounti ng and valuation for this tran saction.  Cite the accounting
literature upon which you relied and how you app lied that literature to your facts and
circumstances.  Please tell us why you include this term as part of Guidant’s sale to
Abbott and not part of your sale  of common stock to Abbott.

Purchased Research and Development, page 11

4. In future filings please disclose all of the significant assumptions underlying your valuation method for the IPR&D.  For example,  disclose the periods in which you expect
material cash inflows to commence.

5. You disclose that IPR&D includes $369 million related to the estimated fair value of
“two potential milestone payments of up to $500 million that may be received from Abbott upon receipt of certain regulatory a pprovals by the vascular intervention and
endovascular solutions businesses it acquired from Guidant.”  The milestone payments
relate to approvals in the U.S and Japan to ma rket and sell “an everolimus-eluting stent.”
You disclose that you recorded the amounts as IPR&D because “the receipt of the
payments is dependent on future research and development activity and regulatory approvals, and the asset has no al ternative future use as of th e acquisition date.”  You also
disclose that if you receive any milestone pa yments, you will record them “as a gain” in
your financial statements when received.  Please discuss the basis for your accounting
under U.S. GAAP and cite the accounting l iterature upon which you relied and how you
applied that literature to your facts and circumstances.

Form 8-K dated September 21, 2006

6. We note your inclusion of certain non-GAAP financial measures in the press release
included in Exhibit 99.1.  Under Regulation G, whenever you publicly disclose material information that includes a non-GAAP financ ial measure, you must accompany that non-
GAAP financial measure with a reconcil iation (by schedule or other clearly
understandable method), which is quantitati ve.  With regard to the quantitative
reconciliation of non-GAAP fi nancial measures that are forward-looking, Regulation G
requires a schedule or other presentation deta iling the differences between the forward-
looking non-GAAP financial measure and the appropriate forward-looking GAAP

Mr. Lawrence C. Best
Boston Scientific Corporation
November 29, 2006 Page 4
financial measure.  If the GAAP financial m easure is not accessibl e on a forward-looking
basis, you must disclose that fact and provide reconciling in formation that is available
without an unreasonable effort.  Furthermor e, you must identify information that is
unavailable and disclose its pr obable significance.  Please revi se future filings to comply
or tell us why the current disclosure complies.

Form 8-K dated October 18, 2006

7. We note that you present certain non-GAAP fi nancial measures.  If you continue to
present non-GAAP information, Item 2.02 of Form 8-K requires that disclosures “furnished” include information that complies with the disclosure requirements of Item
10(e)(1)(i) of  Regulation S-K.  Accordingl y, in addition to the r econciliation for each
non-GAAP measure, you must also provide statements disclosing the reasons why
management believes presentation of each of  the individual non-GAAP measures provide
useful information to investors regardi ng your financial condition and results of
operations.  Those disclosures should be specific and subs tantive to each individual
measure and the items that you include or ex clude from that measure.  Refer to SEC
Release 33-8176 and also Question 8 of the FAQ Regarding the Use of Non-GAAP
Financial Measures, dated June 13, 2003. Pleas e confirm that you will revise your Forms
8-K in future periods to provide all of the disclosures required by Item 10(e)(1)(i) for
each non-GAAP measure presented.  For exampl e, in your explanation of the reasons for
presenting the non-GAAP measure you refer to making adjustments for items that are
“highly variable and difficult to predict.”  This explanation appear s overly broad and may
not be appropriate for describing the reasons for some of your adjustments such as the
recurring amortization of intangible assets.  Your explanation should also address the
reasons for all items presented as adjustments such as the litigation charge for $598 million in 2005.

8. Under Question 8 the FAQ Regarding the Use of Non-GAAP Financ ial Measures, dated
June 13, 2003, “companies should never use a non-GAAP financial measure in an
attempt to smooth earnings.”  While you are not prohibited from re moving a recurring
item from your non-GAAP financial meas ure, you must meet the burden of
demonstrating the usefulness of any measure th at excludes recurring it ems, especially if
the non-GAAP financial measure is used to eval uate performance.  In addition, inclusion
of such a measure may be misleading absent the following disclosure:
⋅ the manner in which management uses the non-GAAP measure to conduct or
evaluate its business;
⋅ the economic substance behind management 's decision to use such a measure;

Mr. Lawrence C. Best
Boston Scientific Corporation
November 29, 2006 Page 5
⋅ the material limitations associated with  use of the non-GAAP financial measure
as compared to the use of the most directly comparable GAAP financial measure;
⋅ the manner in which management compensates for these limitations when using the non-GAAP financial measure; and
⋅ the substantive reasons why manageme nt believes the non-GAAP financial
measure provides useful in formation to investors.

Please note that similar considerations may apply under Item 12 of Form 8-K.

9. Please tell us and disclose in future filings  how you determined the constant currency
basis percentages presented in  the tables and whether thes e amounts were calculated in
accordance with U.S. GAAP.

As appropriate, please revise future filings and respond to  these comments within 10
business days or tell us when you will provide us with a response.  Please furnish a letter that
keys your responses to our comments and provide s any requested information.  Detailed letters
greatly facilitate our review.  Please understand that we may ha ve additional comments after
reviewing your responses to our comments.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes all information re quired under the Securities
Exchange Act of 1934 and that they have provi ded all information investors require for an
informed investment decision.  Since the compa ny and its management are in possession of all
facts relating to a company’s disclosure, they are responsible for the acc uracy and adequacy of
the disclosures they have made.

In connection with responding to our comment s, please provide, in writing, a statement
from the company acknowledging that:

‚ the company is responsible for the adequacy and accuracy of the disclo sure in the filing;

‚ 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

‚ the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federa l securities laws of  the United States.

Mr. Lawrence C. Best
Boston Scientific Corporation
November 29, 2006 Page 6
In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the sta ff of the Division of Corporati on Finance in our review of your
filing or in response to our comments on your filing.

You may contact Kate Tillan, Assistant Chie f Accountant, at (202)  551-3604 or me at
(202) 551-3676 if you have any questions regarding these comments.

        S i n c e r e l y ,

        B r i a n  C a s c i o
        A c c o u n t i n g  B r a n c h  C h i e f

CORRESP
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[LETTERHEAD OF SHEARMAN & STERLING LLP]

March 2,
2006

VIA EDGAR AND FACSIMILE

Securities
and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention:    Perry Hindin

                    Tim Buchmiller

  Re:

Boston Scientific Corporation

Joint Proxy Statement/Prospectus on Form S-4

Filed February 6, 2006

SEC File No. 333-131608

Dear
Messrs. Hindin and Buchmiller:

        On
behalf of our client, Boston Scientific Corporation ("Boston Scientific"), and on behalf of Guidant Corporation ("Guidant"), set forth below are the responses of Boston Scientific and
Guidant to the comments (the "Comments") of the staff (the "Staff") of the Securities and Exchange Commission (the "Commission"), dated February 23, 2006, concerning the Joint Proxy
Statement/Prospectus on Form S-4 (the "Form S-4") filed by Boston Scientific with the Commission on February 6, 2006. Boston Scientific submitted to the
Commission yesterday, via EDGAR, Amendment No. 1 to the Form S-4 (the "Amendment") incorporating, where necessary, additional information or amendments requested by the
Staff.

        For
your convenience, the responses below follow the sequentially numbered Comments from your letter of February 23, 2006. All pages referenced in the responses set forth below
refer to page numbers in the Amendment. Terms used but not otherwise defined herein have the meanings ascribed to such terms in the Amendment.

General

1.Please update your filing to include any known information about your or Guidant's financial position or results of operations during your or Guidant's last
completed fiscal year or quarter or for any more recent developments that would be material to your or Guidant's shareholders. If you do not have any such information, please so indicate in your
response letter.

We
note the Staff's comment. The disclosure in the Amendment has been modified in response to this comment to include financial information as of and for the year ended December 31, 2005,
updated pro forma information for such period and certain more recent developments that would be material to Boston Scientific's or Guidant's shareholders. For example, the disclosure relating to
Boston Scientific's competition filing with the European Commission on page 19 of the Amendment has been updated and the risk factor entitled "The combined company may not meet regulatory quality
standards applicable to its manufacturing and quality processes, which could have an adverse effect on the business, financial condition or results of operations of the combined company" beginning on
page 30 of the Amendment has been modified in response to an observation received by Guidant from the FDA in February 2006. We also note that Guidant filed its Form 10-K for
the year ended December 31, 2005 on February 22, 2006 (the "Guidant 10-K") and Boston Scientific filed its Form 10-K for the year ended December 31,
2005 on March 1, 2006 (the "Boston Scientific 10-K"), each of which are incorporated by reference into the Amendment.

Outside Front Cover Page of Joint Proxy Statement/Prospectus

2.In the forepart of your prospectus, please highlight the trading price of Boston Scientific's and Guidant's common stock as of January 24, 2006 (the last
full trading day prior to the public announcement of the execution of the merger agreement) and as of a recent practical date. Clearly compare this information with the pro forma equivalent value per
share of Guidant's common stock as of January 24, 2006 and as of a recent practicable date. Also, disclose the implied value of the total consideration to be paid to Guidant's shareholders
based on the closing price of Boston Scientific's common stock as of January 24, 2006 and as of a recent practical date.

We
note the Staff's comment. The disclosure in the Amendment has been modified in response to this comment. Please see pages 2, 8 and 20 of the Amendment.

3.Please indicate the minimum and maximum number of shares of Boston Scientific common stock that may be issued in connection with the merger on the cover page of
the joint proxy statement/prospectus.

We
note the Staff's comment. The disclosure in the Amendment has been modified in response to this comment. Please see the "Dear Shareholders" letter and page 9 of the Amendment.

Forepart of Prospectus

4.Given that the exchange ratio will be determined using the average closing prices of your common stock during the 20 consecutive trading day period ending three
days prior to the closing of the merger, which may be after your and Guidant's special meetings, please clarify in the forepart of your prospectus the time period anticipated between the date of the
special meetings and the closing of the merger.

We
note the Staff's comment. The disclosure in the Amendment has been modified in response to this comment. Please see page 6 of the Amendment.

5.We note that Guidant Corporation has historically paid a dividend on its shares of common stock. Please clarify in the forepart of your prospectus whether you
have historically paid dividends and whether you currently intend to pay dividends on your common stock after the consummation of the merger.

We
note the Staff's comment. The disclosure in the Amendment has been modified in response to this comment to indicate that Boston Scientific does not intend to pay dividends in the future. Please see
page 20 of the Amendment.

How will Boston Scientific pay for the cash portion of the merger consideration?, page 3

6.Please describe the general terms, including, at a minimum, the interest rate and term, of the financing(s) contemplated by the commitment letter from Bank of
America, N.A. and Merrill Lynch in which those entities committed to provide, in the aggregate, financing of up to $14 billion. Please file the commitment letter, as revised, and any subsequent
definitive agreements as exhibits to your registration statement.

We
note the Staff's comment. The disclosure in the Amendment has been modified in response to this comment. Please see the cross reference on page 3 to "The
Merger—Financing of the Merger" beginning on page 94 of, and exhibit 10.5 (the commitment letter) to, the Amendment.

2

 Risk Factors, page 25

7.To the extent material, please supplement your disclosure to discuss the risks associated with the recent patent claims Medinol Ltd. filed with the World
Intellectual Property Organization against Boston Scientific.

On
February 20, 2006, the WIPO Arbitration and Mediation Center received a request from Medinol Ltd. to arbitrate the alleged infringement by Boston Scientific's
Liberté™ bare metal stent and TAXUS® Liberté™ paclitaxel-eluting stent systems of two United States and one European patent owned by
Medinol. The request was made pursuant to the Settlement Agreement between Boston Scientific and Medinol. The Settlement Agreement provides, among other things, that Medinol may only seek reasonable
royalties and is specifically precluded from seeking injunctive relief. As a result, Boston Scientific does not expect the outcome of this proceeding to have a material impact on the continued sale of
the Liberté™ stent system
internationally or in the United States, the continued sale of the TAXUS® Liberté™ stent system internationally or the launch of the TAXUS®
Liberté™ stent system in the United States; therefore, Boston Scientific does not believe the risks rise to the level of materiality to warrant specific inclusion in the
"Risk Factors" section of the Amendment. We do note, however, that disclosure substantially similar to that above is contained in "Note J—Commitments and Contingencies" to the
financial statements in the Boston Scientific 10-K.

8.We refer you to that certain article in the Boston Globe dated February 17, 2006, entitled "Medinol Ruling Hits Guidant." In your response letter, please
summarize the recent ruling in favor of Medinol in its patent suit against Guidant and confirm if the ruling by Judge Shira Scheindlin described in the article is the February 10, 2006 court
ruling on summary judgment motions referred to in the second full paragraph on page 66 of Guidant's Form 10-K filed February 22, 2006. To the extent material, please
supplement your disclosure to discuss the salient facts of the most recent ruling in this case and the resulting risks to Guidant and, following consummation of the merger, to Boston
Scientific.

The
ruling by Judge Shira A. Scheindlin of the Southern District of New York described in the Boston Globe article dated February 17, 2006 is the court ruling on summary judgment motions
referred to in the second full paragraph on page 66 of the Guidant 10-K. This is a patent infringement case in which Medinol alleged, on April 14, 2003, that Guidant's coronary
stent delivery systems known as the MULTI-LINK PENTA®, MULTI-LINK ZETA®, and MULTI-LINK VISION® infringe five Medinol patents
relating to stent design. Medinol's complaint seeks injunctive relief and monetary damages.

After
the court provided its claim construction order dated September 30, 2004, Medinol withdrew its infringement allegations with respect to two of the five initially asserted
patents-in-suit. With pending summary judgment motions on the issues of patent infringement and invalidity, the court first ruled on December 27, 2005, denying Guidant's
summary judgment motion on invalidity, and stating that there remain disputed issues of material fact, necessitating a trial to determine whether the asserted patents are invalid or not invalid.

In
the February 10, 2006 opinion and order referenced in the Boston Globe article, the court granted Guidant's summary judgment motion that the Guidant products do not infringe two of the three
remaining patents-in-suit, either literally or by the doctrine of equivalents. However, the court did rule that that the remaining one Medinol patent was literally infringed.
Ultimately, only a patent found to be not invalid can be infringed. Guidant still has a pending counterclaim that the Medinol patents are invalid, and thus, the court noted that "the
patents-in-suit could yet be deemed invalid." This litigation is still at an intermediate stage and the court has scheduled a conference for March 6, 2006 where "the
parties should be prepared to discuss when and how to proceed on Guidant's counterclaim for a declaratory judgment of patent invalidity." Guidant

3

anticipates
that a jury trial on the issue of invalidity will be scheduled to take place at a yet to be determined future date. Should it be reached, the issue of damages would be determined at a
later trial, also yet to be scheduled. Issues of infringement, invalidity and damages are generally appealable to the U.S. Court of Appeals for the Federal Circuit, the specialized appeals court for
patent matters.

Guidant
does not believe that the outcome of the recent ruling will pose material risks to the business, financial condition and results of operations of Guidant in addition to those described in the
risk factor entitled "Pending and future intellectual property litigation could be costly and disruptive to the combined company "beginning on page 31 of the Amendment. In addition, Boston Scientific
believes that pursuant to the Settlement Agreement between Boston Scientific and Medinol, after the merger, any asserted infringement by Medinol with respect to products sold by the combined company
after closing would be subject to the arbitration process provided for in the Settlement Agreement. Accordingly, Boston Scientific does not believe that the outcome of the ruling will pose a material
risk to Boston Scientific after consummation of the merger.

9.We note your discussion on page 34 indicating that Boston Scientific expects to launch its TAXUS Liberte stent system in the United Stated during the second
half of 2006, subject to regulatory approval. We also note your disclosure on page 30 regarding the FDA warning letters you and Guidant have each received in January 2006. To the extent
material, please supplement your disclosure to discuss the specific risks related to your launch of the Taxus Liberte stent system and your ability to maintain market share arising from the
January 26, 2006 FDA warning letter and its related sanctions. In addition, following consummation of the merger and assuming you address the deficiencies cited in this FDA letter prior to the
launch of the Taxus Liberte stent system, what effect, if any, do you expect the January 3, 2006 FDA warning letter issued to Guidant will have on the FDA's approval of the Taxus Liberte stent
system?

The
FDA warning letter received by Boston Scientific stated that the FDA will not grant Boston Scientific's requests for exportation certificates to foreign governments or approve
pre-market approval applications for our class III devices to which the quality control or current good manufacturing practices deficiencies described in the letter are reasonably
related until the deficiencies described in the letter have been corrected. Boston Scientific intends to resolve the
quality issues cited by the FDA prior to the anticipated launch of its TAXUS® Liberté™ drug-eluting stent system in the United States and therefore
does not anticipate delays of these products; however, the disclosure in the Amendment has been supplemented to indicate that "if Boston Scientific is unable to resolve the issues raised by the FDA in
its warning letters to the satisfaction of the FDA on a timely basis, Boston Scientific may not be able to launch its new class III devices as planned, including the proposed launch of its
TAXUS® Liberté™ drug-eluting stent system in the United States in the second half of 2006." Please see page 31 of the Amendment. In addition, Boston
Scientific does not expect the FDA warning letter received by Guidant with respect to cardiac rhythm management devices to have an impact on the approval of Boston Scientific's TAXUS®
Liberté™ drug-eluting stent system.

The combined company will derive a significant portion of its revenue...page 33

10.You disclose that coronary stent revenues for the combined company on a pro forma basis represent approximately 20% of its consolidated net sales during the
nine month period ending September 30, 2005. To the extent material, please supplement this risk factor to discuss the impact of Johnson & Johnson's drug-coated stent
products on your market share.

We
note the Staff's comment. The disclosure in the Amendment has been modified in response to this comment. Please see the risk factor entitled "The combined company will derive a significant portion
of its revenues from the sale of drug-eluting coronary stent systems and a decline in the

4

combined
company's market share of drug-eluting coronary stents may adversely affect the combined company's results of operations and financial condition" beginning on page 34 of the
Amendment.

Unaudited Pro Forma Condensed Consolidated Financial Statements, page 125

Pro Forma Adjustments; paragraph (d), page 135

11.With a view towards revised disclosure, please tell us whether your assumption of a weighted average interest rate of 6.19% is a reasonable estimate in light
of your disclosure in your risk factor entitled "Boston Scientific expects that, upon consummation of the merger, the credit ratings of the combined company will be downgraded from Boston Scientific's
current credit ratings and it is possible that the combined company's credit ratings could fall below investment grade," and in light of any recent developments in that regard. Please expand your
disclosure to explain in more detail how you calculated the weighted average interest rate and clarify how potential downgrades would affect that calculation.

We
note the Staff's comment relating to expanding Boston Scientific's disclosure to explain in more detail

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

Mail Stop 6010

	March 1, 2006

Paul W. Sandman, Esq.
Executive Vice President, Secretary and General Counsel
Boston Scientific Corporation
One Boston Scientific Plaza
Natick, Massachusetts 01760-1537

Re:	Boston Scientific Corporation
	Joint Proxy Statement/Prospectus on Form S-4
      Filed February 6, 2006
	File No. 333-131608

Dear Mr. Sandman:

      We have reviewed your letter submitted on February 28, 2006
and
the related changed pages and have the following comments.  Where
indicated, we think you should revise your document in response to
these comments.  If you disagree, we will consider your
explanation
as to why our comment is inapplicable or a revision is
unnecessary.
Please be as detailed as necessary in your explanation.  In some
of
our comments, we may ask you to provide us with information so we
may
better understand your disclosure.  After reviewing this
information,
we may raise additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

1. We note the revisions you have made in response to our prior
comment 2.  After the first occurrence of your disclosure of the
trading price of Boston Scientific`s and Guidant`s common stock as
of
January 24, 2006 and as of a recent practical date, please clearly
compare that information with the implied aggregate merger
consideration per share of Guidant`s common stock.

2. We note from your revised disclosure on page 95 that of the $14
billion available pursuant to the commitment letter, you will only
be
using approximately $7.1 billion to finance the cash portion of
the
merger consideration.  Please revise your disclosure to clarify
why
you have secured a commitment in excess of the amount you intend
to
use to fund the cash portion of the merger consideration.  Also,
please disclose the fees that Boston Scientific will incur as a
result of obtaining the financing arrangements contemplated in the
commitment letter.

3. Please disclose, if true, that the amount available under the
revolving facility will be reduced by the amount of the proceeds
you
receive from the sale of your securities to Abbott.

* * *

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      Please contact Tim Buchmiller at (202) 551-3635 or me at
(202)
551-3444 with any questions regarding our comments.

      Sincerely,

      Perry Hindin
      Special Counsel

cc:	Peter D. Lyons, Esq. (via fax)
	Clare O`Brien, Esq. (via fax)
	Scott D. Petepiece, Esq. (via fax)

??

??

??

??

Paul W. Sandman, Esq.
Boston Scientific Corporation
March 1, 2006
Page 1

</TEXT>
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[Boston Scientific Letterhead]

March 1,
2006

VIA
EDGAR TRANSMISSION AND FACSIMILE

Securities
and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention:

Perry Hindin

Tim Buchmiller

Request
for Acceleration of Boston Scientific Corporation

Registration Statement on Form S-4 (File No. 333-131608)

Dear
Mr. Hindin:

        Pursuant
to Rule 461 of Regulation C, we request that the effective date of the Registration Statement on Form S-4 (File
No. 333-131608) (the "Registration Statement") of Boston Scientific Corporation ("Boston Scientific"), originally filed on February 6, 2006 and the amendment thereto filed on
March 1, 2006, be accelerated to 5:00 p.m. on March 2, 2006, or as soon as possible thereafter.

        Boston
Scientific acknowledges that the disclosure in the Registration Statement is the responsibility of Boston Scientific. Boston Scientific also represents to the Securities and
Exchange Commission (the "Commission") that should the Commission or the staff of the Commission (the "Staff"), acting pursuant to its delegated authority, declare the filing effective, it does not
foreclose the Commission from taking any action with respect to the filing, and Boston Scientific represents that it will not assert this action as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the United States.

        Boston
Scientific further acknowledges that the action of the Commission or the Staff, acting pursuant to its delegated authority, in declaring the filing effective does not relieve
Boston Scientific from its full responsibility for the adequacy and accuracy of the disclosures in the filing.

Very truly yours,

BOSTON SCIENTIFIC CORPORATION

By:

/s/  LAWRENCE J. KNOPF           Name: Lawrence J. Knopf

Title: Vice President, Assistant General Counsel

cc:Paul
W. Sandman, Boston Scientific Corporation

Bernard E. Kury, Guidant Corporation

Peter D. Lyons, Shearman & Sterling LLP

Clare O'Brien, Shearman & Sterling LLP

Scott D. Petepiece, Shearman & Sterling LLP

Charles W. Mulaney, Jr., Skadden, Arps, Slate, Meagher & Flom LLP

Brian W. Duwe, Skadden, Arps, Slate, Meagher & Flom LLP

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[Boston Scientific Letterhead]

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

Mail Stop 6010

	February 23, 2006

Paul W. Sandman, Esq.
Executive Vice President, Secretary and General Counsel
Boston Scientific Corporation
One Boston Scientific Plaza
Natick, Massachusetts 01760-1537

Re:	Boston Scientific Corporation
	Joint Proxy Statement/Prospectus on Form S-4
      Filed February 6, 2006
	File No. 333-131608

Dear Mr. Sandman:

      We have limited our review of your filing to those issues we
have addressed in our comments.  Where indicated, we think you
should
revise your filings in response to these comments.  If you
disagree,
we will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary.  Please be as detailed
as
necessary in your explanation.  In some of our comments, we may
ask
you to provide us with information so we may better understand
your
disclosure.  After reviewing this information, we may raise
additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

General

1. Please update your filing to include any known information
about
your or Guidant`s financial position or results of operations
during
your or Guidant`s last completed fiscal year or quarter or for any
more recent developments that would be material to your or
Guidant`s
shareholders.  If you do not have any such information, please so
indicate in your response letter.

Outside Front Cover Page of Joint Proxy Statement/Prospectus

2. In the forepart of your prospectus, please highlight the
trading
price of Boston Scientific`s and Guidant`s common stock as of
January
24, 2006 (the last full trading day prior to the public
announcement
of the execution of the merger agreement) and as of a recent
practical date.  Clearly compare this information with the pro
forma
equivalent value per share of Guidant`s common stock as of January
24, 2006 and as of a recent practicable date.  Also, disclose the
implied value of the total consideration to be paid to Guidant`s
shareholders based on the closing price of Boston Scientific`s
common
stock as of January 24, 2006 and as of a recent practical date.

3. Please indicate the minimum and maximum number of shares of
Boston
Scientific common stock that may be issued in connection with the
merger on the cover page of the joint proxy statement/prospectus.

Forepart of Prospectus

4. Given that the exchange ratio will be determined using the
average
closing prices of your common stock during the 20 consecutive
trading
day period ending three days prior to the closing of the merger,
which may be after your and Guidant`s special meetings, please
clarify in the forepart of your prospectus the time period
anticipated between the date of the special meetings and the
closing
of the merger.

5. We note that Guidant Corporation has historically paid a
dividend
on its shares of common stock.  Please clarify in the forepart of
your prospectus whether you have historically paid dividends and
whether you currently intend to pay dividends on your common stock
after the consummation of the merger.

How will Boston Scientific pay for the cash portion of the merger
consideration?, page 3

6. Please describe the general terms, including, at a minimum, the
interest rate and term, of the financings(s) contemplated by the
commitment letter from Bank of America, N.A. and Merrill Lynch in
which those entities committed to provide, in the aggregate,
financing of up to $14 billion.  Please file the commitment
letter,
as revised, and any subsequent definitive agreements as exhibits
to
your registration statement.

Risk Factors, page 25

7. To the extent material, please supplement your disclosure to
discuss the risks associated with the recent patent claims Medinol
Ltd. filed with the World Intellectual Property Organization
against
Boston Scientific.

8. We refer you to that certain article in the Boston Globe dated
February 17, 2006, entitled "Medinol Ruling Hits Guidant."  In
your
response letter, please summarize the recent ruling in favor of
Medinol in its patent suit against Guidant and confirm if the
ruling
by Judge Shira Scheindlin described in the article is the February
10, 2006 court ruling on summary judgment motions referred to in
the
second full paragraph on page 66 of Guidant`s Form 10-K filed
February 22, 2006.  To the extent material, please supplement your
disclosure to discuss the salient facts of the most recent ruling
in
this case and the resulting risks to Guidant and, following
consummation of the merger, to Boston Scientific.

9. We note your discussion on page 34 indicating that Boston
Scientific expects to launch its TAXUS Liberte stent system in the
United States during the second half of 2006, subject to
regulatory
approval.  We also note your disclosure on page 30 regarding the
FDA
warning letters you and Guidant have each received in January
2006.
To the extent material, please supplement your disclosure to
discuss
the specific risks related to your launch of the Taxus Liberte
stent
system and your ability to maintain market share arising from the
January 26, 2006 FDA warning letter and its related sanctions.
In
addition, following consummation of the merger and assuming you
address the deficiencies cited in this FDA letter prior to the
launch
of the Taxus Liberte stent system, what effect, if any, do you
expect
the January 3, 2006 FDA warning letter issued to Guidant will have
on
the FDA`s approval of the Taxus Liberte stent system?

The combined company will derive a significant portion of its
revenue..., page 33

10. You disclose that coronary stent revenues for the combined
company on a pro forma basis represent approximately 20% of its
consolidated net sales during the nine month period ending
September
30, 2005.  To the extent material, please supplement this risk
factor
to discuss the impact of Johnson & Johnson`s drug-coated stent
products on your market share.

Unaudited Pro Forma Condensed Consolidated Financial Statements,
page
125

Pro Forma Adjustments; paragraph (d), page 135

11. With a view towards revised disclosure, please tell us whether
your assumption of a weighted average interest rate of 6.19% is a
reasonable estimate in light of your disclosure in your risk
factor
entitled "Boston Scientific expects that, upon consummation of the
merger, the credit ratings of the combined company will be
downgraded
from Boston Scientific`s current credit ratings and it is possible
that the combined company`s credit ratings could fall below
investment grade," and in light of any recent developments in that
regard.  Please expand your disclosure to explain in more detail
how
you calculated the weighted average interest rate and clarify how
potential downgrades would affect that calculation.

Undertakings

12. Include the undertakings required by Item 512(a) of Regulation
S-
K.  See Section II.F of SEC Release 33-6578 (April 23, 1985).

* * *

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

      Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

* the company may not assert staff comments and the declaration of
effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      Please contact Tim Buchmiller at (202) 551-3635 or me at
(202)
551-3444 with any questions regarding our comments.

      Sincerely,

      Perry Hindin
      Special Counsel

cc:	Peter D. Lyons, Esq. (via fax)
	Clare O`Brien, Esq. (via fax)
	Scott D. Petepiece, Esq. (via fax)

??

??

??

??

Paul W. Sandman, Esq.
Boston Scientific Corporation
February 23, 2006
Page 1

</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

Mail Stop 6010

      	January 20, 2006

Mr. Lawrence C. Best
Executive Vice President - Finance and Chief Financial Officer
Boston Scientific Corporation
One Boston Scientific Place
Natick, MA 01760-1537

      Re:	Boston Scientific Corporation
      Form 10-K for the fiscal year ended December 31, 2004
      Filed March 16, 2005
      File No. 001-11083

Dear Mr. Best:

	We have completed our review of your Form 10-K and related
filings and do not, at this time, have any further comments.

							Sincerely,

							Martin F. James
							Senior Assistant Chief
Accountant

</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

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

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

Mail Stop 6010

								December 30, 2005

Via U.S. Mail and Facsimile

Mr. Lawrence C. Best
Executive Vice President - Finance & Administration and Chief
Financial Officer
Boston Scientific Corporation
One Boston Scientific Place
Natick, MA 01760-1537

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. Best:

      We have limited our review of your filing to those issues we
have addressed in our comments.  Where indicated, we think you
should
revise your document in future filings in response to these
comments.
If you disagree, we will consider your explanation as to why our
comment is inapplicable or a revision is unnecessary.  Please be
as
detailed as necessary in your explanation.  In some of our
comments,
we may ask you to provide us with information so we may better
understand your disclosure.  After reviewing this information, we
may
raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

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.

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.

       As appropriate, please respond to these comments within 10
business days or tell us when you will provide us with a response.
Please furnish a cover letter that keys your responses to our
comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  When sending supplemental
information regarding this filing, please include the following
ZIP+4
code in our address: 20549-6010.  Please

understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

	You may contact Lynn Dicker at (202) 551-3616 or me at (202)
551-3676 if you have questions regarding comments on the financial
statements and related matters.  In this regard, do not hesitate
to
contact Martin James, Senior Assistant Chief Accountant, at (202)
551-3671.

      Sincerely,

Brian Cascio
Accounting Branch Chief

??

??

??

??

Mr. Lawrence C. Best
Boston Scientific Corporation
December 30, 2005
Page 2

</TEXT>
</DOCUMENT>

CORRESP
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filename1.htm

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

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

Mail Stop 6010

								November 16, 2005

Via U.S. Mail and Facsimile

Mr. Lawrence C. Best
Executive Vice President - Finance & Administration and Chief
Financial Officer
Boston Scientific Corporation
One Boston Scientific Place
Natick, MA 01760-1537

Re:	Boston Scientific Corporation
	Form 10-K for Fiscal Year Ended December 31, 2004
      Filed March 16, 2005
	File No. 001-11083

Dear Mr. Best:

      We have reviewed your filing and have the following
comments.
We have limited our review to only your financial statements and
related disclosures and do not intend to expand our review to
other
portions of your documents.  Where indicated, we think you should
revise your document in future filings in response to these
comments.
If you disagree, we will consider your explanation as to why our
comment is inapplicable or a revision is unnecessary.  Please be
as
detailed as necessary in your explanation.  In some of our
comments,
we may ask you to provide us with information so we may better
understand your disclosure.  After reviewing this information, we
may
raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

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.

Form 8-K dated October 14, 2005

Exhibit 99.1

Third Quarter Financial Results

2. We note that you present your non-GAAP measures in the form of
statements of operations.  That format may be confusing to
investors
as it also reflects several non-GAAP measures, including adjusted
net
sales, adjusted cost of products sold, adjusted gross profit,
adjusted selling, general and administrative expenses, adjusted
research and development expenses, adjusted amortization expense,
adjusted litigation-related charges, adjusted operating
(loss)/income, adjusted (loss) income before income taxes,
adjusted
income taxes, adjusted net (loss) income, and adjusted diluted
earnings per share which have not been identified or described to
investors.  In fact, it appears that management does not use all
of
these non-GAAP measures but they are shown here as a result of the
presentation format.  Please note that Instruction 2 to Item 2.02
of
Form 8-K requires that when furnishing information under this item
you must provide all the disclosures required by paragraph
(e)(1)(i)
of Item 10 of Regulation S-K and FAQ 8 Regarding the Use of Non-
GAAP
Financial Measures dated June 13, 2003 for each non-GAAP measure
presented.  In addition, you should explain why you believe each
measure provides useful information to investors.
* To eliminate investor confusion, please remove the non-GAAP
statements of operations format from future filings and only
disclose
those non-GAAP measures used by management with the appropriate
reconciliations.
* Otherwise, confirm that you will revise your Forms 8-K in future
periods to provide all the disclosures required by Item
10(e)(1)(i)
of Regulation S-K and FAQ 8 Regarding the Use of Non-GAAP
Financial
Measures for each non-GAAP measure presented in the statement, and
provide us with a sample of your proposed disclosure. We may have
further comment.

3. In addition,  Item 10(e)(1)(i) of Regulation S-K requires that
whenever one or more non-GAAP financial measures are included in a
filing with the Commission the registrant must include a
presentation, with equal or greater prominence, of the most
directly
comparable financial measure or measures calculated and presented
in
accordance with Generally Accepted Accounting Principles (GAAP).
The
discussion of the third quarter financial results focuses on non-
GAAP
net income and does not include a discussion of GAAP net income.
Please tell us how this discussion meets the requirements of Item
10.

Form 10-Q for the Quarterly Period Ended September 30, 2005

Note H - Commitments and Contingencies, page 12

4. We see your disclosures of your various legal and regulatory
proceedings throughout footnote H.  Please tell us and revise
future
filings to provide an assessment and estimate of the additional
loss,
or range of loss, that is reasonably possible for each of these
proceedings or state that such an estimate cannot be made in
accordance with SAB Topic 5.Y.

Litigation with Johnson & Johnson, page 13

5. We note the disclosure on page 14 that "it is reasonably
possible
that the Company may incur a liability associated with" the
Cordis/SCIMED case.  Please tell us and revise your disclosures in
future filings to provide more disclosure about the contingency
and
to indicate the range of possible loss in accordance with SAB
Topic
5.Y.

Litigation with Medinol Ltd., page 17

6. We see that you recorded $780 million related to the settlement
agreement with Medinol.  We see from your June 30, 2005 Form 10-Q
that during that quarter you began participating in mediation.
Please tell us why you recorded the entire charge for this
settlement
during the quarter ended September 30, 2005 and how this complies
with the requirements of SFAS 5.

       As appropriate, please respond to these comments within 10
business days or tell us when you will provide us with a response.
Please furnish a cover letter that keys your responses to our
comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  When sending supplemental
information regarding this filing, please include the following
ZIP+4
code in our address: 20549-6010.  Please understand that we may
have
additional comments after reviewing your amendment and responses
to
our comments.

	 We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* 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

* the company 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.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

	You may contact Lynn Dicker at (202) 551-3616 or me at (202)
551-3676 if you have questions regarding comments on the financial
statements and related matters.  In this regard, do not hesitate
to
contact Martin James, Senior Assistant Chief Accountant, at (202)
551-3671.

      Sincerely,

Brian Cascio
Accounting Branch Chief

??

??

??

??

Mr. Lawrence C. Best
Boston Scientific Corporation
November 16, 2005
Page 2

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CORRESP
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filename1.htm

  SHEARMAN & STERLING LLP

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  212 848-7179

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  BEIJING

  www.shearman.com

  212 848-4000

  BRUSSELS

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  HONG KONG

  LONDON

  MANNHEIM

  MENLO PARK

  MUNICH

  NEW YORK

  PARIS

  ROME

  May 17,
  2005

  SAN FRANCISCO

  SÃO PAULO

  SINGAPORE

  TOKYO

  TORONTO

  WASHINGTON, D.C.

Via EDGAR Transmission

Jeffrey Werbitt, Esq.

Office of Mergers and Acquisitions

United States Securities and Exchange Commission

450 Fifth Street, N. W.

Washington, D.C. 20549-0303

Re:                             Rubicon
Medical Corporation

Schedule TO
filed on May 3, 2005 by Nemo I Acquisition, Inc.

    and Boston Scientific Corporation

File No. 005-79841

Dear Mr. Werbitt:

On behalf of our clients, Nemo I Acquisition, Inc.
(“Nemo”) and Boston Scientific Corporation (“BSC” and, together with Nemo, the “Companies”)
set forth below are the responses to the comments (the “Comments”) of the staff
(the “Staff”) of the United States Securities and Exchange Commission (the “Commission”)
dated May 12, 2005 concerning Nemo’s Tender Offer Statement on Schedule TO
(the “Schedule TO”) filed on May 3, 2005 in connection with its
tender offer for the remaining outstanding shares of common stock of Rubicon
Medical Corporation (“Rubicon”) that BSC does not already own.  For your convenience, the responses below
follow the Comments from your letter of May 12, 2005.

Schedule TO

General

1.              Advise us how you
calculated the number of Rubicon security holders of record.  Refer to interpretation M.30 in the July 1997
Telephone Interpretations Manual publicly available on our website,
www.sec.gov.

For purposes of disclosure in Rubicon’s Form 10KSB, Item 201(b) of
Regulation S-B requires disclosure of “the approximate number of holders of
record of each class of common equity.”
Rubicon’s transfer agent reported that, as of April 8, 2005, there
were

Shearman &
Sterling LLP is a limited liability partnership organized in the United States
under

the laws of the State of Delaware, which laws limit the personal liability of
partners.

185 holders of record of Rubicon’s common stock, including
broker-dealers and clearing firms holding shares on behalf of their clients,
each of which was counted as a single stockholder.

For purposes of establishing our eligibility to suspend our duty to
file periodic reports pursuant to Rule 12h-3, we applied the special
counting method promulgated in Rule12g5-1, as interpreted in
interpretation M.30 in the July 1997 Telephone Interpretations
Manual.  More specifically, we first
counted the number of holders of record on the stockholders list from our
transfer agent, excluding Cede & Co.
We then obtained a Security Position Report from the Depository Trust
Company and counted the number of brokerage accounts for which the securities
were held, treating each such account as a single record holder, and added this
number to the number of other holders of record, which total was 282 holders of
record as of April 21, 2005.

2.              Notwithstanding the
fact that Boston Scientific did not check the box on its Schedule TO to
signify that this transaction is not subject to Rule 13e-3, please
provide a brief legal analysis in support of Boston Scientific’s apparent
conclusion that the tender offer for any and all of the outstanding shares of
common stock of Rubicon is not a step in a series of transactions designed to
take Rubicon private within the meaning of Rule 13e-3.  This discussion should specifically address
any and all of Boston Scientific’s earlier purchases of Rubicon common stock.

This transaction is not a “Rule 13e-3 transaction” as that
term is defined in Rule 13e-3(a)(3), which states, in part, that “A ‘Rule 13-3
transaction’ is any transaction or series of transactions. . .  which has either a reasonable likelihood or a
purpose of producing, either directly or indirectly, any of the effects
described in paragraph (a)(3)(ii) of this section; . . . “

The effects referred to in paragraph (a)(3)(ii) are:

(A)          Causing
any class of equity securities of the issuer which is subject to section 12(g) or
section 15(d) of the Act to be held of record by less than 300
persons; or

(B)            Causing
any class of equity securities of the issuer which is either listed on a
national securities exchange or authorized to be quoted in an inter-dealer
quotation system of a registered national securities association to be neither
listed on any national securities exchange nor authorized to be quoted on an
inter-dealer quotation system of any registered national securities
association.

Rubicon had no class of equity securities that were held of record by
300 or more persons; while Rubicon files periodic reports with the Commission,
it does so voluntarily.  Accordingly,
this transaction cannot cause any class of equity securities of the issuer to
be held of record by less than 300 persons.
Prior to this transaction, Rubicon’s common

2

stock was quoted on the OTC Bulletin Board, but was not listed on any
national securities exchange or the NASD National Market System.  We had a conversation with another member of
the Staff, Michael Pressman, Esq., on April 18, 2005 during which Mr. Pressman
confirmed that  the OTC Bulletin Board
was not an inter-dealer quotation system of any registered national securities
association.  The policy underlying Rule 13e-3
is that security holders should receive certain additional information in
connection with a transaction that either may result in shareholders losing the
liquidity provided by a national exchange or the NASDAQ National Market System
or allowing the issuer to de-register or suspend its duty to file periodic
reports under the Securities Exchange Act of 1934 (the “1934 Act”).  The policy considerations are not present
here because that liquidity is not currently available, and Rubicon was
eligible for suspension of its duty to file periodic reports even in the
absence of a transaction.  Accordingly,
this transaction is not a “Rule 13e-3 transaction” because it will
have neither of the effects specified in Rule 13e-3(a)(3)(ii).

3.              Because Boston
Scientific is not making the tender offer exclusively on behalf of Rubicon, the
offer appears to be subject to Regulation 14D and not Rule 13e-4.  Boston Scientific should file an amendment to
the Schedule TO using the EDGAR header tag TO-T/A, assuming that this
offer is required to be filed pursuant to Section 14(d).  If a TO-T/A is required, include all
disclosures required by that schedule not previously included in the
initial Schedule TO filing and designate the filing as a third-party
tender offer.  In addition, Rubicon
should file a Schedule 14D-9.
While we recognize that Boston Scientific may have made the filing under
cover of Schedule TO-I based on its reading of Rule 13e-4,
please note Boston Scientific, as a third party affiliate of Rubicon, is
ineligible to make an issuer tender offer as defined in Rule 13e-4
unless it is a 100%-owned subsidiary or affiliate of Rubicon.

It is our opinion that this transaction is not subject to Regulation
14D.  Section 14(d)(1) promulgated
under the 1934 Act states in relevant part that “It shall be unlawful for any
person . . . to make a tender offer for . . . any class of any equity security
which is registered pursuant to section 12 of this title. . .”  Rubicon’s common stock is not registered
pursuant to section 12 of the 1934 Act; instead, the issuer voluntarily
files periodic reports pursuant to section 15(d).  Therefore, Regulation 14D does not apply to
this transaction.

While this transaction is not subject to Regulation 14D, Rule 13e-4
explicitly contemplates that issuers that file periodic reports pursuant to section 15(d) are
subject to its applicability.  Rubicon is
an “issuer” as that term is defined in Rule 13e-4(a)(1), which states,
in part, that “[t]he term ‘issuer’ means any issuer which . . . is required to
file periodic reports pursuant to section 15(d). . .”  In our earlier conversations with Mr. Pressman,
he stated that the Staff takes the view that an issuer that files periodic
reports pursuant to section 15(d) on a voluntary basis would be
deemed to be “required” to file periodic reports.  Under this interpretation, the criteria for
applicability of Rule 13e-4

3

could apply to our transaction while the criteria for applicability of section 14(d)(1) do
not.

4.              We note that in
addition to the cash that will be paid to security holders promptly after the
expiration of this offer, security holders will have the right to receive
additional payments in the aggregate of up to $1.44 per share.  Please advise of the basis for your belief
that these contingent payment rights may be issued without registration under
the Securities Act or qualification under the Trust Indenture Act of 1939.  To the extent that your analysis relies on
Commission releases or no-action letters, please advise.

The Staff has consistently taken the position that the right of
shareholders of an acquired company to receive contingent payments pursuant to
an acquisition transaction is not a security requiring registration under the
Securities Act of 1933 (the “1933 Act”) or qualification under the Trust
Indenture Act of 1939 (the “1939 Act”) where those rights meet certain well
established criteria.  A no action letter
from the Staff dated April 28, 1989 in respect of Genentech Clinical
Partners III (the “Genentech Letter”), a copy of which is attached hereto for
your convenience, illustrates the application of those criteria to facts that
are very similar to those presented here.
In the Genentech transaction, the Staff agreed not to recommend
enforcement action if the certain contingent payment rights were not registered
under the 1933 Act or qualified under the 1939 Act..

In the Genentech Letter, Genentech set forth the “well-defined set of
criteria for identifying contingent payment rights that are not required to be
registered under the Securities Act” as follows:

1.               the
contingent payment rights are an integral part of the consideration to be paid
in the acquisition,

2.               the
contingent payment rights do not represent any ownership or equity interest,

3.               the
contingent payment rights are not transferable or assignable except by will,
the laws of intestacy or by other operation of law,

4.               the
contingent payment rights are not be represented by any certificate or
instrument,

5.               the
holders of the contingent payment rights have no rights of stockholders such as
voting rights or dividend rights,

6.               the
contingent payment rights do not guarantee any minimum payment or sum certain
and bear no stated rate of interest and

4

7.               Any
amount ultimately paid to the holders of the contingent payment rights will not
depend upon the operating results of the surviving entity.

In the transaction that was the subject of the Genentech Letter, the
contingent payment rights were based on a percentage of net revenues received
by Genentech from sales of products containing tumor necrosis factor-alpha (“TNF”)
for human pharmaceutical use in the United States, payable for a ten-year
period commencing with the date of the first receipt by Genentech of revenues
from the commercial sale in the United States of a product containing TNF.

The contingent payment rights in our transaction are analogous to those
in the Genentech Letter.  Similar to the
contingent payment rights in the Genentech Letter, in our transaction, the
transaction agreement generally provides for additional payments based on assets
whose value is difficult to establish at this time.  In our transaction, the contingent payment
rights are based upon the achievement of three milestones:  one milestone relating to FDA approval of an
embolic protection filter or another qualifying similar device (the “Filter”)
and two milestones relating to the achievement of two separate dollar
thresholds of net sales of the Filter during a period of 12 or fewer
consecutive months within the first five years following FDA approval.

It is our opinion that the contingent payment rights are not required
to be registered under the 1933 Act because they satisfy all of the criteria in
the Genentech Letter and other no-action letters.  See, e.g., Minnesota Mining and Manufacturing
Company (October 13, 1988), Essex Communications Corp. (June 28, 1988),
Slater Development Corp. (May 9, 1988), CMC Real Estate Corporation (March 21,
1987) and Star Supermarkets, Inc. (December 22, 1982).  The contingent payment rights are an integral
part of the consideration to be paid in the acquisition.  As in the Genentech Letter, there is
significant uncertainty regarding the value of the Filter technology.  If FDA approval is not obtained, its value is
substantially limited.  The contingent
payment rights do not represent any ownership or equity interest, because the
holders of the rights have only a right to receive the specified contingent
payments if and when the performance criteria with respect to the Filter are
met and have no other claims or powers on or over Rubicon or any other entity.  The contingent payment rights are not
transferable or assignable.  The
contingent payment rights are not represented by any certificate or
instrument.  The holders of the
contingent payment rights have no rights of stockholders such as voting rights
or dividend rights.  The contingent
payment rights do not guarantee any minimum payment or sum certain and bear no
stated rate of interest.  Any amount
ultimately paid to the holders of the contingent payment rights will not depend
upon the operating results of the surviving entity; there is no necessary
correlation between the success or failure of Rubicon’s operations and the
amount of the contingent payment rights.
The amount of the contingent payment rights depends solely upon FDA
approval and the net sales of the Filter.

5

The contingent payment rights do not need to be qualified under the
1939 Act because, in line with the foregoing analysis, they are not securities
subject to the 1939 Act’s requirements.

Section 304(a) (1) of the 1939 Act limits the 1939 Act’s
coverage to:

“(A) A note, bond, debenture or evidence of indebtedness whether
or not secured, or

(B) A certificate of interest or participation in any such note,
bond, debenture or       evidence
of indebtedness or

(C) A temporary certificate for or guarantee of any such note,
bond, debenture, evidence of indebtedness or certificate.”

The contingent payment rights are contingent rights to receive payment.
There is no guarantee that any payments will be made at all, and if payments
are made, there is no way of accurately predicting the amount of the
payments.  The contingent payment rights
will not be represented by any certificate, will not be interest-bearing and
will not be either a note, bond, debenture or evidence of indebtedness as such
terms are generally understood.

5.              Please advise of the
basis for your belief that the additional payment satisfies the prompt payment rule set
forth by Rule 14e-1(c).

It is our opinion that the Additional Payments satisfy the prompt payment
rule set forth by Rule 14e-1(c).  The component of “consideration” represented
by the Additional Payments will in fact be paid in compliance with the prompt
payment rule, because the consideration is not the cash itself that might be
paid in the future, but instead the right to receive the Additional Payments in
cash if and only if certain milestones are achieved. Tendering shareholders
will obtain the right to receive the Additional Payments precisely at the same
time as the cash component of the consideration is paid to the stockholder in
compliance with Rule 14e-1(c