

                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

                             -------------------

                                  FORM 10-Q


/x/   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ACT 
      OF 1934

      For the quarterly period ended: June 30, 1997


                       Commission file number: 1-11083


                        BOSTON SCIENTIFIC CORPORATION
           ------------------------------------------------------
           (Exact name of registrant as specified in its charter)

              DELAWARE                                04-2695240
   ---------------------------------             -------------------
     (State or other jurisdiction                 (I.R.S. Employer
   of incorporation or organization)             Identification No.)

One Boston Scientific Place, Natick, Massachusetts   01760-1537
--------------------------------------------------   ----------
     (Address of principal executive offices)        (Zip Code)

Registrant's telephone number, including area code:  (508) 650-8000
                                                     --------------

-------------------------------------------------------------------------------

Former name, former address and former fiscal year, if changed since last 
report.

Indicate by check mark whether the registrant (1) has filed all reports 
required to be filed by Section 13 or 15(d) of the Securities Exchange Act 
of 1934 during the preceding 12 months (or for such shorter period that the 
registrant was required to file such reports), and (2) has been subject to 
such filing requirements for the past 90 days.

      Yes  X        No     
          ---          ---

Indicate the number of shares outstanding of each of the issuer's classes of 
common stock, as of the last practicable date.

                                                 Shares Outstanding
                Class                            as of June 30, 1997
                -----                            -------------------
     Common Stock, $.01 Par Value                    194,157,387

-------------------------------------------------------------------------------



                                   Part I
                            Financial Information


Item 1. Financial Statements


BOSTON SCIENTIFIC CORPORATION AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
(Unaudited)


<TABLE>
<CAPTION>
                                                                      June 30,      December 31,
In thousands, except share and per share data                            1997           1996
------------------------------------------------------------------------------------------------

<S>                                                                   <C>            <C>
Assets
Current assets:
  Cash and cash equivalents                                           $   54,141     $   72,175
  Short-term investments                                                  32,178         45,606
  Trade accounts receivable, net                                         361,876        321,025
  Inventories                                                            306,558        236,670
  Deferred income taxes                                                   97,865         97,364
  Prepaid expenses and other current assets                               56,586         43,977
                                                                      -------------------------
      Total current assets                                               909,204        816,817

Property, plant, equipment and leaseholds                                608,014        529,933
  Less: accumulated depreciation and amortization                        186,311        167,631
                                                                      -------------------------
                                                                         421,703        362,302

Intangibles, net                                                         320,104        319,762
Investments and other assets                                              91,041         86,164
                                                                      -------------------------
                                                                      $1,742,052     $1,585,045
                                                                      =========================

Liabilities and Stockholders' Equity
Current liabilities:
  Borrowings due within one year                                      $  350,265     $  240,556
  Accounts payable and accrued expenses                                  210,537        163,784
  Income taxes payable                                                                   27,403
  Accrual related to special charges                                     107,781         48,144
  Other current liabilities                                                4,892          1,929
                                                                      -------------------------
      Total current liabilities                                          673,475        481,816

Accrual related to special charges                                        10,166
Deferred income taxes                                                     59,975         59,975
Other long-term liabilities                                               48,829         48,139

Stockholders' equity:
  Preferred stock, $ .01 par value - authorized 25,000,000 shares,
   none issued and outstanding
  Common stock, $ .01 par value - authorized 300,000,000 shares,
   195,611,491 shares issued at June 30, 1997 and at
   December 31, 1996                                                       1,956          1,956
  Additional paid-in capital                                             451,129        437,074
  Contingent stock repurchase obligation                                   7,095         24,855
  Retained earnings                                                      622,591        574,051
  Foreign currency translation adjustment                                (73,747)       (37,964)
  Unrealized gain on available-for-sale securities, net                   16,411         18,886
  Treasury stock, at cost -1,454,104 shares at June 30, 1997
   and 643,991 shares at December 31, 1996                               (75,828)       (23,743)
                                                                      -------------------------
      Total stockholders' equity                                         949,607        995,115
                                                                      -------------------------
                                                                      $1,742,052     $1,585,045
                                                                      =========================
</TABLE>


See notes to unaudited condensed consolidated financial statements.


BOSTON SCIENTIFIC CORPORATION AND SUBSIDIARIES
Condensed Consolidated Statements of Operations
(Unaudited)

<TABLE>
<CAPTION>
                                                    Three months ended         Six months ended
                                                          June 30,                 June 30,
In thousands, except per share data                   1997        1996         1997        1996
-------------------------------------------------------------------------------------------------

<S>                                                 <C>         <C>          <C>         <C>
Net sales                                           $473,749    $379,237     $904,280    $722,790
Cost of products sold                                131,455     101,386      252,512     193,341
                                                    ---------------------------------------------
Gross profit                                         342,294     277,851      651,768     529,449

Selling, general and administrative expenses         157,031     124,102      308,994     234,321
Royalties                                              5,388       4,293       11,286       8,680
Research and development expenses                     41,006      33,822       79,704      63,431
Special charges                                      157,841      73,666      157,841     142,341
                                                    ---------------------------------------------
                                                     361,266     235,883      557,825     448,773
                                                    ---------------------------------------------
Operating income (loss)                              (18,972)     41,968       93,943      80,676

Other income (expense):
  Interest and dividend income                           956       1,457        1,994       3,835
  Interest expense                                    (3,353)     (3,213)      (6,651)     (4,794)
  Other, net                                          (1,686)     (1,148)         251      (3,223)
                                                    ---------------------------------------------
Income (loss) before income taxes                    (23,055)     39,064       89,537      76,494
Income taxes                                           3,841      25,975       40,997      61,215
                                                    ---------------------------------------------
Net income (loss)                                   $(26,896)   $ 13,089     $ 48,540    $ 15,279
                                                    =============================================

Net income (loss) per common share                  $  (0.14)   $   0.07     $   0.25    $   0.08
                                                    =============================================

Primary weighted average number of common shares     194,702     199,490      197,694     199,373
                                                    =============================================
</TABLE>


See notes to unaudited condensed consolidated financial statements.



BOSTON SCIENTIFIC CORPORATION AND SUBSIDIARIES
Condensed Consolidated Statement of Stockholder's Equity
(Unaudited)

<TABLE>
<CAPTION>
                                                               Six Months Ended June 30, 1997
                              -------------------------------------------------------------------------------------------------
                                                                                                 Unrealized
                                                                                                   Gain on
                                                                 Contingent            Foreign   Available-
                                   Common Stock       Additional   Stock              Currency    for-Sale
                              -----------------------  Paid-In   Repurchase Retained Translation Securities, Treasury
                              Shares Issued Par Value  Capital   Obligation Earnings Adjustment      Net      Stock     Total
                              -------------------------------------------------------------------------------------------------
                                                              (In thousands, except share data)

<S>                            <C>           <C>       <C>        <C>       <C>       <C>          <C>       <C>       <C>
Balance at December 31, 1996   195,611,491   $1,956    $437,074   $ 24,855  $574,051  $(37,964)    $18,886   $(23,743) $995,115
Net income                                                                    48,540                                     48,540
Foreign currency translation
 adjustment                                                                            (35,783)                         (35,783)
Issuance of common stock
 under options, warrant and
 stock purchase plans                                   (12,486)                                               29,373    16,887
Purchase of common stock for
 treasury                                                                                                     (82,014)  (82,014)
Sale of stock repurchase
 obligation                                              (7,095)     7,095                                        556       556
Expiration of stock
 repurchase obligation                                   24,855    (24,855)
Tax benefit relating to
 stock option and employee
 stock purchase plans                                     8,781                                                           8,781
Net change in equity
 investments                                                                                        (2,475)              (2,475)
                               ------------------------------------------------------------------------------------------------
Balance at June 30, 1997       195,611,491   $1,956    $451,129   $  7,095  $622,591  $(73,747)    $16,411   $(75,828) $949,607
                               ================================================================================================
</TABLE>


See notes to unaudited condensed consolidated financial statements.



BOSTON SCIENTIFIC CORPORATION AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
(Unaudited)

<TABLE>
<CAPTION>
                                                                    Six Months Ended
                                                                        June 30,
In thousands                                                       1997         1996
---------------------------------------------------------------------------------------

<S>                                                              <C>          <C>
Cash provided by operating activities                            $  67,863    $  26,709

Investing activities:

  Purchases of property, plant, and equipment, net                (109,583)     (50,755)
  Acquisition of businesses, net of cash acquired                              (241,493)
  Net maturities of held-to-maturity short-term investments         18,232       18,400
  Net purchases of available-for-sale securities                    (4,399)      (4,424)
  Payments for acquisitions of and/or investments in
   certain technologies                                            (23,700)      (3,229)
  Other                                                            (13,119)      (3,074)
                                                                 ----------------------
Cash used in investing activities                                 (132,569)    (284,575)

Financing activities:
  Net increase in commercial paper                                  93,950      235,000
  Net proceeds (payments) on notes payable and
   capital leases                                                   12,020      (28,696)

  Proceeds from issuances of shares of common stock, net of 
   tax benefits                                                     25,668       36,823
  Acquisition of treasury stock, net of proceeds from
   put options                                                     (81,458)     (58,543)
  Other                                                                 25          737
                                                                 ----------------------
Cash provided by financing activities                               50,205      185,321
Effect of foreign exchange rates on cash                            (3,533)      (1,118)
                                                                 ----------------------
Net decrease in cash and cash equivalents                          (18,034)     (73,663)
Cash and cash equivalents at beginning of period                    72,175      134,831
                                                                 ----------------------
Cash and cash equivalents at end of period                       $  54,141    $  61,168
                                                                 ======================
</TABLE>


See notes to unaudited condensed consolidated financial statements.



Notes to Condensed Consolidated Financial Statements
(Unaudited)
June 30, 1997


Note A - Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have 
been prepared in accordance with generally accepted accounting principles 
for interim financial information and with the instructions to Form 10-Q and 
Article 10 of Regulation S-X.  Accordingly, they do not include all of the 
information and footnotes required by generally accepted accounting 
principles for complete financial statements.  In the opinion of management, 
all adjustments (consisting only of normal recurring accruals) considered 
necessary for a fair presentation have been included.  Operating results for 
the three and six-month periods ended June 30, 1997 are not necessarily 
indicative of the results that may be expected for the year ending December 
31, 1997.  For further information, refer to the consolidated financial 
statements and footnotes thereto incorporated by reference in Boston 
Scientific Corporation's Annual Report on Form 10-K for the year ended 
December 31, 1996.

Certain prior year's amounts have been reclassified to conform to the 
current year presentation.

Note B - Acquisitions

On April 8, 1997, the Company completed its merger with Target Therapeutics, 
Inc. (Target) in a tax-free stock-for-stock transaction accounted for as a 
pooling-of-interests.  As a result, the unaudited condensed consolidated 
financial statements have been restated for all periods presented.  In 
conjunction with this merger, Target's stockholders received 1.07 shares of 
the Company's common stock in exchange for each share of Target common 
stock.  Approximately 16.5 million shares of common stock were issued in 
connection with the Target acquisition.  

Separate results of the combining entities for the six months ended June 30, 
1996 are as follows:

<TABLE>
<CAPTION>

                                                       Combined
                             Boston                     Boston
(In millions)              Scientific     Target      Scientific
----------------------------------------------------------------

<S>                           <C>          <C>          <C>
Net sales                     $680         $ 43         $ 723
Net income (loss)               23           (8)           15
</TABLE>


Target's net sales and net income for the three months ended March 31, 1997 
were approximately $31 million and $2 million, respectively.

Note C - Merger-Related Charges and Expenses

In the second quarter of 1997, the Company recorded special charges of $158 
million ($117 million, net-of-tax).  Charges include $12 million for 
purchased research and development recorded in conjunction with accounting 
for the Company's additional investment in Medinol Ltd., $16 million in 
direct transaction costs and $96 million of estimated costs to be incurred 
in merging the separate operating businesses of Target with subsidiaries of 
the Company.  Estimated costs include those typical in a merging of 
operations and relate to, among other things, rationalization of facilities, 
workforce reductions, unwinding of various contractual commitments, asset 
writedowns and other integration costs. The remaining amounts represent 
primarily adjustments to merger-related and special charges recorded in 1996 
and 1995 based on actual costs incurred or changes in estimates 
(approximately $15 million) and writedowns of assets in connection with the 
Company's implementation of a global information system.

The special charges are determined based on formal plans approved by the 
Company's management using the best information available to it at the time.  
The workforce-related initiatives have involved substantially all of the 
Company's employee groups.  The amounts the Company may ultimately incur may 
change as the plans are executed.

The activity impacting the accrual related to special charges during the 
first six months of 1997, net of reclassifications made by management in 
prior years based on available information, is summarized in the following 
table:

<TABLE>
<CAPTION>

                                        Balance at       Charges to   Charges     Balance at
(In millions)                        December 31, 1996   Operations   Utilized   June 30, 1997
----------------------------------------------------------------------------------------------

<S>                                       <C>              <C>          <C>          <C>
Facilities                                $ 19             $   6        $  3         $  22
Workforce reductions                        26                14          14            26
Contractual commitments                      8                53           9            52
Asset writedowns                             6                24          12            18
Direct transaction and other costs           6                49          18            37
                                          ------------------------------------------------
                                          $ 65             $ 146        $ 56         $ 155
                                          ================================================
</TABLE>

Most of the plans are expected to be completed by the end of 1998.  Cash 
outlays to complete the balance of the Company's initiative to integrate the 
businesses related to all business combinations consummated since 1994 are 
estimated to be approximately $118 million.

The June 30, 1997 balance of the accrual for special charges is classified 
within the balance sheet as follows:

<TABLE>
<CAPTION>

(In millions)
--------------------------------------------------------------

<S>                                                      <C>
Accrual related to special charges - current             $ 108
Property, plant, equipment and leaseholds, net              23
Accrual related to special charges - non-current            10
Inventories                                                 13
Other                                                        1
                                                         -----
                                                         $ 155
                                                         =====
</TABLE>

Note D - Credit Arrangements

At December 31, 1996, the Company had a $350 million revolving line of 
credit with a syndicate of U.S. and international banks.  In June 1997, the 
Company increased its maximum worldwide borrowings provided under an amended 
and restated credit agreement to $500 million with a similar syndicate of 
banks (the Credit Agreement).  Under the Credit Agreement, the Company has 
the option to borrow amounts at various interest rates, payable quarterly in 
arrears.  The term of the borrowings extends through June 2002; use of the 
borrowings is unrestricted and the borrowings are unsecured.  The Credit 
Agreement requires the Company to maintain a specific ratio of consolidated 
funded debt (as defined) to consolidated tangible net worth (as defined) 
plus consolidated funded debt.  At June 30, 1997, the Company did not have 
any outstanding borrowings under the Credit Agreement.  

The Company maintains a commercial paper program which is supported by the 
Company's Credit Agreement; outstanding commercial paper reduces available 
borrowings under the Credit Agreement. At June 30, 1997, the Company had 
approximately $306 million in commercial paper outstanding with interest 
rates ranging from 5.82% to 5.98%.

Note E - Inventories

The components of inventory consist of the following:

<TABLE>
<CAPTION>

                            June 30,       December 31,
(In millions)                 1997            1996
-------------------------------------------------------

<S>                          <C>             <C>
Finished goods               $ 167           $ 129
Work-in-process                 50              45
Raw materials                   90              63
                             ---------------------
                             $ 307           $ 237
                             =====================
</TABLE>

Note F - Stockholders' Equity

The Company is authorized to purchase on the open market up to approximately 
20 million shares of the Company's common stock.  Purchases will be made at 
prevailing prices as market conditions and cash availability warrant.  Stock 
repurchased under the Company's systematic plan will be used to satisfy the 
Company's obligations pursuant to its employee benefit and incentive plans.  
During the second quarter of 1997, the Company repurchased approximately 1.6 
million shares of its common stock under its systematic plan at a net cost 
of $81 million.

As part of the stock repurchase program, the Company has been selling 
European equity put options to an independent broker-dealer.  Each option, 
if exercised, obligates the Company to purchase from the broker-dealer a 
specified number of shares of the Company's common stock at a predetermined 
exercise price.  The put options are exercisable only on the first 
anniversary of the date the options were sold.  Proceeds are recorded as a 
reduction to the cost of the Company's treasury stock.  During the second 
quarter of 1997, put options issued in 1996 for 600,000 shares expired.  
Additionally, the Company sold put options for 129,000 shares during the 
second quarter and received proceeds of approximately $556,000.  The 
repurchase price relating to put options outstanding at June 30, 1997 is $55 
per share.  The Company's contingent obligation to repurchase shares upon 
exercise of the outstanding put options approximated $7 million at June 30, 
1997. 

Note G - Accounting Pronouncement

In February 1997, the Financial Accounting Standards Board issued Statement 
of Financial Accounting Standards No. 128, "Earnings Per Share", which 
establishes new methods to compute earnings per share.   The Company is 
required to adopt this statement beginning in the fourth quarter of 1997.  
The adoption of this standard would not have a material impact on the 
Company's earnings per share.

Note H - Commitments and Contingencies

Schneider (Europe) AG and Schneider (USA) Inc., subsidiaries of Pfizer, 
Inc., have alleged that the Company's Synergy(TM) products infringe one of 
their patents.  On May 13, 1994, the Company filed a lawsuit against them in 
the U.S. District Court for the District of Massachusetts seeking a 
declaratory judgment that this patent is invalid and that the Company's 
Synergy products do not infringe the patent.  The Schneider companies filed 
counterclaims against the Company, alleging the Company's willful 
infringement of the patent and seeking monetary and injunctive relief.  The 
parties have made cross motions for summary judgment on various aspects of 
the case.  The Company ceased marketing its Synergy catheters in August 
1996.

On May 31, 1994, SCIMED Life Systems, Inc. (SCIMED) filed a suit for patent 
infringement against Advanced Cardiovascular Systems, Inc. (ACS), alleging 
willful infringement of two of SCIMED's U.S. patents by ACS's FLOWTRACK-
40(TM) and RX ELIPSE(TM) PTCA catheters. On November 17, 1995, SCIMED filed 
a suit for patent infringement against ACS, alleging willful infringement of 
three of SCIMED's U.S. patents by the ACS RX LIFESTREAM(TM) PTCA catheter.  
Both suits were filed in the U.S. District Court for the Northern District 
of California seeking monetary and injunctive relief.  The cases were sent 
to consolidated arbitration for a threshold determination of one issue 
covered by the November 27, 1991 settlement agreement between the parties.  
On March 14, 1997, the arbitration panel reached a final determination in 
the consolidated arbitration.  Pursuant to this determination, the Company 
is continuing its action as to the ELIPSE product and has dismissed the 
actions as to the FLOWTRACK and LIFESTREAM products.

On October 10, 1995, ACS filed a suit for patent infringement against 
SCIMED, alleging willful infringement of four U.S. patents licensed to ACS 
by SCIMED'S EXPRESS PLUS(TM) and EXPRESS PLUS II(TM) PTCA catheters.  Suit 
was filed in the U.S. District Court for the Northern District of California 
and seeks monetary and injunctive relief.  SCIMED has answered, denying the 
allegations of the complaint.

On March 12, 1996, ACS filed two suits for patent infringement against 
SCIMED, alleging in one case the willful infringement of a U.S. patent by 
SCIMED's EXPRESS PLUS, EXPRESS PLUS II and LEAP EXPRESS PLUS PTCA catheters, 
and in the other case the willful infringement of a U.S. patent by SCIMED's 
BANDIT(TM) PTCA catheter.  The suits were filed in the U.S. District Court 
for the Northern District of California and seek monetary and injunctive 
relief.  SCIMED has answered, denying the allegations of the complaint.

On June 10, 1997, SCIMED filed in the U.S. District Court for the Northern 
District of California a suit for patent infringement against ACS alleging 
willful infringement of a SCIMED patent by ACS's COMET(TM) PTCA catheters. 
SCIMED is seeking monetary and injunctive relief.  ACS has moved to dismiss, 
or in the alternative, to stay the action pending arbitration of a threshold 
determination covered by the November 27, 1991 settlement agreement between 
the parties.

On December 15, 1995, the Company and SCIMED filed a suit for restraint of 
trade, unfair competition and conspiracy to monopolize against ACS and the 
Schneider companies, alleging certain violations of state and federal 
antitrust laws arising from the improper prosecution, enforcement and cross-
licensing of U.S. patents relating to rapid exchange balloon dilatation 
angioplasty catheters.  Suit was filed in the U.S. District Court for the 
District of Massachusetts and seeks monetary, declaratory and injunctive 
relief.  The defendants have moved for dismissal.

On November 9, 1994, Target Therapeutics, Inc. (Target) filed a lawsuit in 
the U.S. District Court for the Northern District of California alleging 
that SCIMED's VENTURE(R) and VENTURE II(TM) microcatheters and CORDIS 
Corporation's (Cordis) TRANSIT(R) and RAPIDTRANSIT(TM) microcatheters 
infringe a patent assigned to Target.  On May 2, 1996, the District Court 
entered an order granting a preliminary injunction to Target prohibiting 
SCIMED and CORDIS from marketing or selling the accused products.  On July 
1, 1996, the Court of Appeals for the Federal Circuit stayed the preliminary 
injunction pending a decision on SCIMED's appeal of the District Court's 
order.  Upon the recent merger between the Company and Target, the lawsuit 
has been dismissed as to the Company.  Subsequently, the Court of Appeals 
vacated the preliminary injunction.  The lawsuit against Cordis will proceed 
in the District Court.

On  October 3, 1995, Cordis Endovascular, Inc. and Cordis filed a suit 
alleging patent infringement against Target Therapeutics, Inc. (Target) 
alleging that Target's DASHER(R) guidewires, FASGUIDE(R) catheters and 
TRACKER(R) and FASTRACKER(R) guide microcatheters infringe three patents 
owned by Cordis.  Target has answered, denying the allegations of the 
complaint.

On April 5, 1995, C.R. Bard, Inc. (Bard) filed a lawsuit in the U.S. 
District Court for the District of Delaware alleging that certain Company 
products, including the Company's MaxForce TTS(TM) catheter, infringe a 
patent assigned to Bard.  The lawsuit seeks a declaratory judgment that the 
Company has infringed the Bard patent, preliminary and permanent injunctions 
enjoining the manufacture, use or sale of the Max Force TTS catheter or any 
other infringing product, monetary damages and expenses.  After a jury trial 
in June 1997, the jury returned a verdict finding that the Company infringed 
the Bard patent and awarded damages to Bard in the amount of $10.8 million.  
No judgment has been entered pending trial on the Company's claim that the 
patent was obtained by inequitable conduct.  The Company intends to appeal 
any judgment entered on the jury verdict. 

On February 28, 1997, C.R. Bard, Inc. (Bard) filed a suit for patent 
infringement against SCIMED alleging that SCIMED's WAVE(TM) and SURPASS(TM) 
catheters are infringing a patent assigned to Bard.  The suit was filed in 
the U.S. District Court for the District of New Jersey seeking monetary and 
injunctive relief. The Company has answered, denying the allegations of the 
complaint.  Trial is scheduled for December 1997. 

On March 7, 1996, Cook Inc. filed suit in the Regional Court, Munich, 
Division for Patent Disputes, in Munich, Germany against MinTec, Inc. 
Minimally Invasive Technologies alleging that the Cragg EndoPro(TM) System I 
and Stentor(TM) endovascular device infringe a certain Cook patent.  Since 
the purchase of the assets of the Endotech/MinTec companies by the Company, 
the Company has assumed control of the litigation.  The defendant answered, 
denying the allegations. Hearings were held in January and July 1997.  A 
decision is expected in September 1997. 

On March 25, 1996, Cordis, a subsidiary of Johnson & Johnson Company, filed 
a suit for patent infringement against SCIMED, alleging the infringement of 
five U.S. patents by SCIMED's LEAP(TM) balloon material, used in certain 
SCIMED catheter products, including SCIMED's BANDIT and EXPRESS PLUS 
catheters.  The suit was filed in the U.S. District Court for the District 
of Minnesota and seeks monetary and injunctive relief.  SCIMED has answered, 
denying the allegations of the complaint.  Trial is scheduled for March 
1998. 

On March 13, 1997, the Company (through its subsidiaries) filed suits in The 
Netherlands and the United Kingdom, and on March 17, 1997 filed suit in 
France, seeking a declaration of noninfringement for the Company's LEAP(TM) 
balloon in relation to a European patent owned by Cordis.  On July 18, 1997, 
Cordis Corporation sued various subsidiaries of the Company in the 
Netherlands alleging that the Company's Leap (TM) balloon products infringed a 
different, newly-issued European patent of Cordis.  Cordis has requested 
cross-border relief in the Netherlands, Germany, France, the United Kingdom 
and Italy.  A hearing has been scheduled for November 1997.

On March 27, 1997, SCIMED filed suit for patent infringement against Cordis 
alleging willful infringement of four of SCIMED's U.S. patents by Cordis' 
TRACKSTAR 14(TM), TRACKSTAR 18(TM), OLYMPIX(TM), POWERGRIP(TM), SLEEK(TM), 
THOR(TM), TITAN(TM) and VALOR(TM) catheters.  The suit was filed in U.S. 
District Court for the District of Minnesota, Fourth District seeking 
monetary and injunctive relief.  Cordis has answered, denying the 
allegations of the complaint. 

On December 13, 1996, the Superior Court of the State of Arizona granted the 
motion of Impra, Inc. (Impra), to add the Company as an additional defendant 
in Impra's case against Endomed, Inc.  Impra (now a subsidiary of C.R. Bard, 
Inc.) alleges that Endomed, Inc. misappropriated certain Impra trade secrets 
and that the Company acted in concert with Endomed to utilize the 
technology.  On the same date, Endomed and the Company were preliminarily 
enjoined, among other things, from any further use or disclosure of the 
technology. The Company has answered, denying the allegations of the 
complaint.

On March 13, 1997, the Company (through its subsidiaries) filed suits 
against Johnson & Johnson (through its subsidiaries) in The Netherlands, 
United Kingdom and Belgium, and on March 17, 1997 filed suit in France, 
seeking a declaration of noninfringement for the NIR(TM) stent relative to 
two European patents licensed to Ethicon, Inc. (Ethicon), a Johnson & 
Johnson subsidiary, as well as a declaration of invalidity with respect to 
those patents. On March 18, 1997, the Company (through its subsidiary) filed 
a similar suit in Germany, but seeking only a declaration of noninfringement 
for the NIR stent relative to the two patents. On March 20, 21 and 22, 1997, 
the Company (through its subsidiaries) filed additional suits against 
Johnson & Johnson (through its subsidiaries) in Sweden, Italy and Spain, 
respectively, seeking a declaration of noninfringement for the NIR stent 
relative to one of the European patents licensed to Ethicon and a 
declaration of invalidity in relation to that patent (in Italy and Spain 
only). Ethicon and other Johnson & Johnson subsidiaries filed a cross-border 
suit in The Netherlands on March 17, 1997, alleging that the NIR stent 
infringes one of the European patents licensed to Ethicon. In this action, 
they requested relief covering Austria, Belgium, France, Greece, Italy, The 
Netherlands, Norway, Spain, Sweden, Switzerland and the United Kingdom.  
Johnson & Johnson has filed a similar cross-border proceeding in The 
Netherlands with respect to the second European patent licensed to Ethicon.  
A hearing on Johnson & Johnson's request for provisional cross-border relief 
on both patents is scheduled for September 1997.

On March 13, 1997, the Company filed a Motion to Intervene in Johnson & 
Johnson Interventional Systems Co. et al. v. Cook, Incorporated et al., an 
action in the U.S. District Court for the Southern District of Indiana. The 
motion seeks intervention for the purpose of modifying the present 
protective order to direct the Clerk of Court to retain, and the parties and 
their counsel not to destroy, materials and testimony assembled in that 
action. In addition, the Company seeks access to such materials and 
testimony, and access to materials filed by the parties in that action under 
seal. On March 17, 1997, the court temporarily stayed the return of 
documents from the court to the parties and ordered the parties to retain 
documents relating to the proceeding. A final decision is expected later in 
1997.

On June 16, 1997, BSC and SCIMED filed a suit against Johnson & Johnson, 
Ethicon, Inc. and Johnson & Johnson International Systems Co. (Johnson & 
Johnson) in the U.S. District Court for the District of Massachusetts 
seeking a declaratory judgment of noninfringement for the NIR(TM) stent 
relative to two patents licensed to Johnson & Johnson and that the two 
patents are invalid and unenforceable.  Johnson & Johnson has responded with 
a motion to dismiss the suit.

The Company is involved in various other lawsuits from time to time.  In 
management's opinion, the Company is not currently involved in any legal 
proceedings other than those specifically identified above which, 
individually or in the aggregate, could have a material effect on the 
financial condition, operations or cash flows of the Company. 

The Company believes that it has meritorious defenses against claims that it 
has infringed patents of others.  However, there can be no assurance that 
the Company will prevail in any particular case.  An adverse outcome in one 
or more cases in which the Company's products are accused of patent 
infringement could have a material adverse effect on the Company.

Further, product liability claims may be asserted in the future relative to 
events not known to management at the present time.  The Company has 
insurance coverage which management believes is adequate to protect against 
product liability losses as could otherwise materially affect the Company's 
financial position.


Item 2.  Management's Discussion and Analysis of Financial Condition and 
Results of Operations

Results of Operations

Net sales for the second quarter of 1997 increased 25% to $474 million as 
compared to $379 million in the second quarter of 1996.  International 
revenues for the quarter were impacted by changes in foreign currency 
exchange rates.  Without the impact of changes in exchange rates, net sales 
for the second quarter increased approximately 28%.  The Company reported a 
net loss of $27 million, or $.14 per share, in the second quarter of 1997, 
inclusive of merger-related and special charges of $158 million ($117 
million, net-of-tax).  This compares to net income of $13 million, or $.07 
per share, in the second quarter of 1996, inclusive of merger-related and 
special charges of $74 million ($61 million, net-of-tax).  Net income, 
exclusive of merger-related and special charges, increased 22% to $90 
million in the second quarter of 1997 from $74 million in the second quarter 
of 1996.

Net sales for the six month period ended June 30, 1997 increased 25% to $904 
million as compared to $723 million in the first half of 1996.  
International revenues for the six month period ended June 30, 1997 were 
impacted by changes in foreign currency exchange rates.  Without the impact 
of changes in exchange rates, net sales for the first half of 1997 increased 
approximately  28%.  The Company reported net income of $49 million for the 
six month period ended June 30, 1997, inclusive of merger-related and 
special charges of $158 million ($117 million, net-of-tax). This compares to 
net income of $15 million in the six month period ended June 30, 1996, 
inclusive of merger-related and special charges of $142 million ($128 
million, net-of-tax).  Net income, exclusive of merger-related and special 
charges, increased 16% to $166 million in the first half of 1997 from $143 
million in the first half of 1996.

During the second quarter, United States (U.S.) revenues increased 
approximately 18%, while international revenues, including export sales, 
increased approximately 35% compared to the same period in the prior year.  
International sales as a percentage of worldwide sales increased from 40% in 
the second quarter of 1996 to 43% in the second quarter of 1997.   Revenues 
in the United States increased approximately 19% during the first six months 
of 1997 compared to the same period of the prior year.  International 
revenues, including export sales, increased approximately 35% during the 
first six months of 1997 compared to the same period in the prior year.  

Gross profit as a percentage of net sales decreased from 73.3% in the second 
quarter of 1996 to 72.3% in the second quarter of 1997, and decreased from 
73.3% in the six months ended June 30, 1996 to 72.1% in the six months ended 
June 30, 1997.  The decrease in the Company's gross margin percentage is 
primarily due to a shift in the Company's product sales mix and a decline in 
average selling prices due to continuing pressure on healthcare costs and 
increased competition.  In addition, since the second half of 1996, the 
Company's gross margins and inventory levels reflect the impact of increased 
inventory and reserves for inventory resulting principally from the opening 
of a new distribution center in Europe, new product launches, and 
transferring international manufacturing from several sites in Europe to 
Ireland.  However, the negative impact of the above conditions was partially 
offset by the Company's U.S. cost containment programs and an increase in 
the percentage of international sales compared to U.S. sales.  The Company's 
future gross margins may be impacted by its ability to effectively manage 
its inventory levels and mix.  The Company has also initiated a number of 
cost savings programs which may offset, in part, other declines in gross 
margin. 

Uncertainty remains with regard to future changes within the healthcare 
industry. The trend towards managed care and economically motivated buyers 
in the U.S. may result in continued pressure on selling prices of certain 
products and resulting compression on gross margins.  The U.S. marketplace 
is increasingly characterized by consolidation among healthcare providers 
and purchasers of medical devices who prefer to limit the number of 
suppliers from whom they purchase medical products.  There can be no 
assurance that these entities will continue to purchase products from the 
Company.  In addition, international markets are also being affected by 
economic pressure to contain healthcare costs.  Although these factors will 
continue to impact the rate at which Boston Scientific can grow, the Company 
believes that it is well positioned to take advantage of opportunities for 
growth that exist in the markets it serves.

Selling, general and administrative expenses increased 27% from $124 million 
in the second quarter of 1996 to $157 million in the second quarter of 1997 
and remained 33% of sales.  Selling, general and administrative expenses 
increased 32% from $234 million to $309 million from the first six months of 
1996 to 1997, respectively.  The increase reflects continued expansion of 
the Company's domestic and international sales organizations and related 
marketing support.

Royalty expenses increased 26% from $4 million in the second quarter of 1996 
to $5 million in the second quarter of 1997, and 30% from $9 million in the 
first six months of 1996 to $11 million in the first six months of 1997.  
Royalty expenses remained approximately 1% of net sales.  The increase in 
overall expense dollars is due primarily to royalties due under several 
strategic alliances the Company initiated in the first half of 1997 and in 
prior years.  

Research and development expenses increased 21% from $34 million in the 
second quarter of 1996 to $41 million in the second quarter of 1997, and 26% 
from $63 million in the first six months of 1996 to $80 million in the first 
six months of 1997.  Research and development expenses remained 9% of sales.  
The increase in dollars reflects increased spending in regulatory, clinical 
research and various other product development programs, and reflects the 
Company's continued commitment to refine existing products and procedures 
and to develop new technologies that provide simpler, less traumatic, less 
costly and more efficient diagnosis and treatment.  The trend in countries 
around the world toward more stringent regulatory requirements for product 
clearance and more vigorous enforcement activities has generally caused or 
may cause medical device manufacturers to experience more uncertainty, 
greater risk and higher expenses.  In addition, regulatory approval times 
for new products continue to be lengthy, a concern of medical device 
manufacturers generally.

During 1996, the Company accelerated certain spending  programs so as to be 
in a position to take advantage of the expanded market opportunities it 
expects in 1997 and beyond.  The programs impacted the Company's 
manufacturing, selling, general and administrative costs.  During the second 
quarter of 1997, the Company's operating income, excluding merger-related 
and special charges, increased 20% from the second quarter of 1996 compared 
to a 25% increase in sales.  These results were in line with internal 
expectations and reflect an expense infrastructure that has not yet been 
absorbed by revenue growth.  Management believes that it will take a number 
of quarters to earn off the elevated cost structure.  The Company's ability 
to benefit from these accelerated spending  programs may be limited by risks 
and uncertainties related to competitive offerings, timing and scope of 
regulatory approvals, infrastructure development, continued international 
expansion, rights to intellectual property, and the ability of the Company 
to implement its overall business strategy.

Interest and dividend income was $1 million in both the second quarter of 
1997 and the second quarter of 1996, and $2 million in the first six months 
of 1997 compared to $4 million in the first six months of 1996. The decrease 
is primarily attributable to a decrease in the Company's average cash and 
marketable securities balance resulting from the use of cash to finance 
several of the Company's recent acquisitions and alliances.  Interest 
expense remained unchanged from $3 million in the second quarter of 1996 to 
the second quarter of 1997, and increased from $5 million in the first six 
months of 1996 to $7 million in the first six months of 1997.  The increase 
in interest expense is primarily attributable to the Company's issuance of 
commercial paper.  Other income (expense), net, increased from expense of $1 
million in the second quarter of 1996 to expense of $2 million in the second 
quarter of 1997.  Other income (expense), net, changed from expense of $3 
million in the first six months of 1996 to income of $251 thousand in the 
first six months of 1997.  The change is primarily attributable to a net 
gain of approximately $6 million recognized on sales of equity investments 
recorded in the first half of 1997.

As the Company has expanded its international operations, its sales and 
expenses denominated in foreign currencies have expanded and that trend is 
expected to continue.  Thus, certain sales and expenses have been, and are 
expected to be, subject to the effect of foreign currency fluctuations and 
these fluctuations may have an impact on margins. The Company enters into 
forward foreign exchange contracts to hedge foreign currency transactions on 
a continuing basis for periods consistent with commitments.  The Company 
does not engage in speculation.  The Company's foreign exchange contracts, 
which totaled approximately $86 million at June 30, 1997, should not subject 
the Company to material risk due to exchange rate movements because gains 
and losses on these contracts should offset losses and gains on the assets 
and liabilities being hedged.  Although the Company engages in hedging 
transactions that may offset the effect of fluctuations in foreign currency 
exchange rates on foreign currency denominated assets and liabilities, 
financial exposure may nonetheless result, primarily from the timing of 
transactions and the movement of exchange rates.  Further, any significant 
changes in the political, regulatory or economic environments where the 
Company conducts international operations may have a material impact on 
revenues and profits.

The Company's effective tax rate, excluding the impact of merger-related and 
special charges, improved from approximately 34% in the second quarter of 
1996 to 33% in the second quarter of 1997. The Company's effective tax rate, 
excluding the impact of merger-related and special charges, improved from 
approximately 35% in the first six months of 1996 to 33% in the first six 
months of 1997.  The reduction in the Company's effective tax rate, 
excluding the impact of special charges, is primarily due to increased 
business in lower tax geographies and certain  tax planning initiatives.

Liquidity and Capital Resources

Cash and marketable securities totaled $86 million at June 30, 1997 compared 
to $118 million at December 31, 1996.  Working capital was reduced from $335 
million at December 31, 1996 to $236 million at June 30, 1997.  The decrease 
in cash and marketable securities is primarily attributable to cash used to 
repurchase the Company's common stock, capital expenditures incurred to 
expand the Company's manufacturing and distribution facilities, additional 
strategic  investments, tax payments and payments of merger-related costs.  
Cash expenditures during the first half of 1997 were partially offset by 
proceeds from normal operating activities and additional borrowings under 
the Company's financing arrangements.  The increase in accounts receivable 
from December 31, 1996 to June 30, 1997 is primarily due to an increase in 
international sales that tend to have longer payment periods than domestic 
sales. Refer to the future cash impact of special charges as referenced in the 
notes to the unaudited condensed consolidated financial statements.

Since early 1995, the Company has entered into several transactions 
involving acquisitions and alliances, certain of which have involved equity 
investments.  As the healthcare environment continues to undergo rapid 
change, management expects that it will continue focusing on strategic 
initiatives and/or make additional investments in existing relationships.  
In addition, the Company expects to incur capital expenditures of 
approximately $100 million to $150 million during the remainder of 1997, 
including construction of additional manufacturing and distribution space 
and development of a global information system.  During July 1997, the 
Company borrowed an additional 6 billion yen (the equivalent of 
approximately $52 million) under a five-year fixed rate financing 
arrangement.  The Company expects its cash and cash equivalents, short-term 
investments, cash flows from operating activities, and projected borrowing 
capacity will be sufficient to meet its projected operating cash needs, 
including integration costs, at least through the end of 1997.

The Company is involved in various lawsuits, including product liability 
suits, from time to time in the normal course of business.  In management's 
opinion, the Company is not currently involved in any legal proceeding other 
than those specifically identified in the notes to the unaudited condensed 
consolidated financial statements which, individually or in the aggregate, 
could have a material effect on the financial condition, operations and cash 
flows of the Company.  The Company believes that it has meritorious defenses 
against claims that it has infringed patents of others.  However, there can 
be no assurance that the Company will prevail in any particular case.  An 
adverse outcome in one or more cases in which the Company's products are 
accused of patent infringement could have a material adverse effect on the 
Company.

Further, product liability claims may be asserted in the future relative to 
events not known to management at the present time.  The Company has 
insurance coverage which management believes is adequate to protect against 
such product liability losses as could otherwise materially affect the 
Company's financial position.

Cautionary Statement for Purposes of the Safe Harbor Provisions of the 
Private Securities Litigation Reform Act of 1995

This report contains forward-looking statements.  The Company desires to 
take advantage of the safe harbor provisions of the Private Securities 
Litigation Reform Act of 1995 and is including this statement for the 
express purpose of availing itself of the protections of the safe harbor 
with respect to all forward-looking statements.  Forward-looking statements 
contained in this report include, but are not limited to, statements with 
respect to: a) the Company's ability to effectively manage its inventory 
levels and mix; b) the Company's ability to realize benefits from its cost 
savings programs; c) the potential impacts of continued consolidation among 
healthcare providers, trends towards managed care, and healthcare cost 
containment; d) the Company's belief that it is well positioned to take 
advantage of opportunities for growth that exist in the markets it serves; 
e) the Company's continued commitment to refine existing products and 
procedures and to develop new technologies that provide simpler, less 
traumatic, less costly and more efficient diagnosis and treatment; f) the 
Company's ability to absorb certain spending programs over a number of 
quarters and to take advantage of expanded market opportunities; g) the 
potential effect of foreign currency fluctuations on sales and expenses and 
on the Company's hedge transactions; h) the process and plans for the 
integration of businesses acquired by the Company; i) the Company's 
continuing focus on strategic initiatives and existing relationships; j) the 
Company's plans to continue to invest aggressively in its global information 
system and worldwide manufacturing and distribution capacity; and, k) the 
ability of the Company to meet its projected cash needs through the end of 
1997.  Therefore, the Company wishes to caution each reader of this report 
to consider carefully the specific factors discussed with each forward-
looking statement in this report and other factors contained in the 
Company's filings with the Securities and Exchange Commission as such 
factors in some cases have affected, and in the future (together with other 
factors) could affect, the ability of the Company to implement its business 
strategy and may cause actual results to differ materially from those 
contemplated by the statements expressed herein.


                              OTHER INFORMATION

Item 1:  Legal Proceedings

Note H - Commitments and Contingencies to the Company's unaudited condensed 
          consolidated financial statements contained elsewhere in this
          Quarterly Report is incorporated herein by reference.


Item 4:  Submissions of Matters to a Vote of Security Holders

The Annual Meeting of Stockholders of the Company was held on May 6, 1997, 
to consider and vote upon proposals to elect three Class II Directors of the 
Company to hold office until the 2000 Annual Meeting of Stockholders of the 
Company, and until their respective successors are chosen and qualified or 
until their earlier resignation, death or removal.  John E. Abele, Joel L. 
Fleishman and Lawrence L. Horsch were elected as Class II Directors of the 
Company by a vote of 152,729,971, 152,885,213, and 152,826,728 for, 
respectively, and 1,485,537, 1,330,295, and 1,338,780 withheld, 
respectively.  

Item 5.  Other Events

On April 8, 1997, Patriot Acquisition Corp., a wholly owned subsidiary of 
the Company, was merged (the "Merger") with and into Target Therapeutics, 
Inc. ("Target").  The Merger was approved by the shareholders of Target at a 
special meeting on April 8, 1997.  As a result of the Merger, Target became 
a wholly owned subsidiary of the Company.  The Merger is accounted for as a 
pooling of interests and qualifies as a tax free reorganization.  Target's 
shareholders received 1.07 shares of the Company's common stock in exchange 
for each share of Target common stock.  Approximately 16.5 million shares of 
the Company's common stock were issued in connection with the Merger.

A copy of the Company's press release announcing the completion of the 
Merger is filed as an exhibit hereto and incorporated herein by reference. 

Item 6:  Exhibits and Reports on Form 8-K

         (a)  Exhibits

              Exhibit 10.1   - Form of Amended and Restated Credit Agreement 
              dated June 10, 1997 among the Company, The Several Lenders and 
              certain other parties.

              Exhibit 11   - Computation of Earnings Per Share

              Exhibit 27   - Financial Data Schedule

              Exhibit 99.1   - Press Release dated April 8, 1997



                                  SIGNATURE
                                  ---------


Pursuant to the requirements of the Securities Exchange Act of 1934, the 
registrant has duly caused this report to be signed on its behalf by the 
undersigned thereunto duly authorized on August 14, 1997.


                                       BOSTON SCIENTIFIC CORPORATION


                                       By:  /s/ Lawrence C. Best
                                       ----------------------------------------
                                       Name:  Lawrence C. Best
                                       Title:  Chief Financial Officer and
                                               Senior Vice President - 
                                               Finance and Administration



