
                                                   Registration No. 333-[      ]
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                               ------------------

                                    FORM S-3
                             REGISTRATION STATEMENT
                                      under
                           THE SECURITIES ACT OF 1933

                          Boston Scientific Corporation
             (Exact name of registrant as specified in its charter)

          Delaware                                     04-2695240
(State or other jurisdiction of          (I.R.S. employer identification number)
 incorporation or organization)

  One Boston Scientific Place, Natick, Massachusetts 01760-1537 (508) 650-8000
    (Address, including zip code, and telephone number, including area code,
                  of registrant's principal executive offices)

                                                 Copies of Correspondence to:
         Paul W. Sandman
       Senior Vice President,                     John D. Morrison, Jr., Esq.   
  Secretary and General Counsel                        Shearman & Sterling      
  Boston Scientific Corporation                       599 Lexington Avenue      
   One Boston Scientific Place                     New York, New York 10022     
Natick, Massachusetts 01760-1537                  
         (508) 650-8000

(Names, address, including zip code, 
  and telephone number, including
  area code, of agent for service)

                             -----------------------
                  Approximate date of commencement of proposed
                sale to the public: From time to time after this
                    registration statement becomes effective.
                             -----------------------

         If the only securities  being registered on this form are being offered
pursuant to dividend or interest  reinvestment plans, please check the following
box. |_|

         If any of the  securities  being  registered  on this  form  are  being
offered  on a  delayed  or  continuous  basis  pursuant  to Rule 415  under  the
Securities Act of 1933,  other than  securities  offered only in connection with
dividend or interest reinvestment plans, please check the following box. |X|

         If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list  the  Securities  Act  registration  statement  number  of the  earlier
effective registration statement for the same offering. |_|

         If this  Form is a  post-effective  amendment  filed  pursuant  to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act  registration   statement  number  of  the  earlier  effective  registration
statement for the same offering. |_|

         If delivery of the  prospectus  is expected to be made pursuant to Rule
434, please check the following box. |_|

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

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
                                                                      Proposed maximum       Proposed maximum
                                               Amount to be            offering price       aggregate offering          Amount of
 Title of securities to be registered          registered (1)           per unit (2)           price(1)(2)          registration fee
------------------------------------------------------------------------------------------------------------------------------------
<S>                                            <C>                          <C>                <C>                      <C>     
Debt Securities(3).....................        $500,000,000                 100%               $500,000,000             $151,516
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)      Plus such additional principal amount as may be necessary such that, if
         Debt Securities are issued with original issue discount,  the aggregate
         initial offering price of all Debt Securities will equal  $500,000,000,
         or the equivalent of  $500,000,000 if some or all of the securities are
         denominated in one or more foreign currencies or composite currencies.
(2)      Estimated solely for the purpose of calculating the registration fee.
(3)      Includes debt securities  convertible  into shares of common stock, par
         value $.01 per share, of the Company ("Common Stock"). Pursuant to Rule
         457(i) under the Securities Act of 1933, the  registration fee has been
         calculated  solely  on the  basis  of the  amount  of  debt  securities
         registered.
                             -----------------------
         The registrant hereby amends this  registration  statement on such date
or dates as may be necessary to delay its  effective  date until the  registrant
shall file a further amendment which specifically  states that this registration
statement shall thereafter become effective in

<PAGE>

accordance  with  Section  8(a)  of the  Securities  Act of 1933  or  until  the
registration  statement  shall become  effective on such date as the Commission,
acting pursuant to said Section 8(a), may determine.
================================================================================

                                       ii
<PAGE>



                                EXPLANATORY NOTE

         The Debt Securities  registered hereby may be offered from time to time
by means of the basic prospectus  included herein and, when a particular  series
of such Debt Securities is being offered or sold, such series of Debt Securities
may be offered or sold by means of the basic  prospectus  included herein and an
applicable  prospectus  supplement.  If any series of Debt Securities registered
hereby are offered or sold in reliance upon the procedures  contemplated by Rule
430A  under  the  Securities  Act of  1933,  as  amended,  such  series  of Debt
Securities  will be  offered or sold by means of the basic  prospectus  included
herein and a prospectus  supplement in the form included herein.  Series of Debt
Securities  registered hereby which are not offered or sold in reliance upon the
procedures  contemplated  by Rule  430A may be  offered  or sold by means of the
basic  prospectus  included  herein and a prospectus  supplement in a form other
than the form of the supplement included herein.



                                       iii

<PAGE>



Information   contained  herein  is  subject  to  completion  or  amendment.   A
registration  statement  relating  to these  securities  has been filed with the
Securities  and Exchange  Commission . These  securities may not be sold nor may
offers to buy be accepted prior to the time the registration  statement  becomes
effective.  This  prospectus  shall  not  constitute  an  offer  to  sell or the
solicitation of an offer to buy nor shall there be any sale of these  securities
in any state in which such offer,  solicitation  or sale would be unlawful prior
to registration or qualification under the securities laws of any state.

                  SUBJECT TO COMPLETION, DATED OCTOBER __, 1997

PROSPECTUS


                          Boston Scientific Corporation


                                 Debt Securities


         Boston Scientific  Corporation  ("Boston  Scientific" or the "Company")
may offer  from time to time in one or more  series its debt  securities  ("Debt
Securities") having an aggregate initial public offering price or purchase price
of up to U.S.  $500,000,000,  or the  equivalent  thereof in one or more foreign
currencies or composite  currencies,  including  European Currency Units ("ECU")
and any  composite  currency  into which the ECU is converted or which acts as a
successor  to the ECU,  each  series  of which  will be  offered  on terms to be
determined at the time of sale. Debt Securities may be sold for U.S. dollars, or
for one or more  foreign or  composite  currencies,  and the  principal  of (and
premium, if any) and any interest on any Debt Securities may likewise be payable
in U.S. dollars or in one or more foreign or composite currencies.

         Debt Securities of a series may be issuable as individual securities in
registered  form  without  coupons  or as  one  or  more  global  securities  in
registered form (each a "Global Security").

         The terms of the Debt  Securities,  including,  where  applicable,  the
specific  designation,  aggregate  principal  amount,  currency,  denominations,
maturity,  premium, rate (which may be fixed or floating) and time of payment of
interest, terms for redemption at the option of the Company or the holder, terms
for sinking fund payments, terms for conversion into shares of common stock, par
value $.01 per share,  of the  Company  ("Common  Stock"),  the  initial  public
offering  price and other terms in connection  with the offering and sale of the
Debt  Securities in respect of which this  Prospectus is being delivered are set
forth in the accompanying Prospectus Supplement (the "Prospectus Supplement").

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

 THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
      EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
          SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
              COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
                  THIS PROSPECTUS. ANY REPRESENTATION TO THE
                        CONTRARY IS A CRIMINAL OFFENSE.

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

         The  Debt  Securities  may  be  sold  through  underwriting  syndicates
represented  by managing  underwriters,  by  underwriters  without a  syndicate,
through  agents  designated  from time to time,  or  directly  to  institutional
purchasers.  The names of any  underwriters or agents of the Company involved in
the sale of the Debt  Securities  in respect of which this  Prospectus  is being
delivered  and any  applicable  commissions  or  discounts  are set forth in the
Prospectus  Supplement.  The net proceeds to the Company from such sale are also
set forth in the Prospectus Supplement.


                 The date of this Prospectus is        , 1997.



<PAGE>



                              AVAILABLE INFORMATION

         The  Company  is  subject  to  the  informational  requirements  of the
Securities  Exchange  Act of 1934,  as  amended  (the  "Exchange  Act"),  and in
accordance therewith files reports and other information with the Securities and
Exchange Commission (the  "Commission").  Such reports and other information can
be accessed through the Commission's  web site at  http://www.sec.gov/  and also
can be inspected and copied at the public reference facilities maintained by the
Commission at Room 1024, Judiciary Plaza, N.W. Washington, D.C. 20549 and at the
following  regional  offices:  Citicorp,  500 W. Madison,  Suite 1400,  Chicago,
Illinois  60611 and Seven World Trade  Center,  13th Floor,  New York,  New York
10048. Copies of such material can be obtained from the Public Reference Section
of the  Commission  at  450  Fifth  Street,  N.W.,  Washington,  D.C.  20549  at
prescribed rates. Reports and other information  concerning the Company also can
be inspected at the offices of the New York Stock Exchange, 20 Broad Street, New
York, New York 10005.

         The Company has filed with the Commission a  registration  statement on
Form S-3 (File  No.  333- ;  together  with all  amendments  and  exhibits,  the
"Registration  Statement")  under the Securities  Act of 1933, as amended.  This
Prospectus does not contain all the  information  set forth in the  Registration
Statement,  certain parts of which are omitted in accordance  with the rules and
regulations of the Commission. For further information, reference is hereby made
to the Registration Statement.


                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The following  documents filed by the Company with the Commission (File
No. 1-11083) are incorporated herein by reference:

         1.  The Company's  Annual Report on Form 10-K for the fiscal year ended
             December 31, 1996.

         2.  The  Company's  Quarterly  Reports  on Form 10-Q for the  quarterly
             periods ended March 31, 1997 and June 30, 1997.

         3.  The  description  of the  Common  Stock set forth in the  Company's
             Registration  Statement on Form 8-A filed pursuant to Section 12 of
             the  Exchange  Act on April 3, 1992,  and any  amendment  or report
             filed for the purpose of updating such description.

         All documents filed by the Company  pursuant to Sections 13(a),  13(c),
14 or  15(d)  of the  Exchange  Act  after  the  date  hereof  and  prior to the
termination  of the  offering  of the  Debt  Securities  shall be  deemed  to be
incorporated  by  reference in this  Prospectus  and made a part hereof from the
date  of  filing  of such  documents.  Any  statement  contained  in a  document
incorporated or deemed to be incorporated by reference in this Prospectus  shall
be deemed to be modified or  superseded  for purposes of this  Prospectus to the
extent  that a statement  contained  herein or in any other  subsequently  filed
document which also is or is deemed to be incorporated by reference herein or in
the accompanying  Prospectus  Supplement  modifies or supersedes such statement.
Any such statement so modified or superseded  shall not be deemed,  except as so
modified or superseded, to constitute a part of this Prospectus.

         The Company will provide  without charge to each person,  including any
beneficial  owner,  to whom a  Prospectus  is  delivered,  upon  written or oral
request  of  such  person,  a copy of any or all of the  documents  incorporated
herein  by  reference  (other  than  exhibits  to such  documents  that  are not
specifically  incorporated  by reference in such  documents).  Written  requests
should be directed to Investor  Relations,  Boston Scientific  Corporation,  One
Boston Scientific Place, Natick,  Massachusetts  01760-1537.  Telephone requests
may be directed to (508) 650-8000.



                                        2

<PAGE>



                                   THE COMPANY

         Boston Scientific is a worldwide  developer,  manufacturer and marketer
of minimally  invasive  medical  devices.  The Company's  products are used in a
broad  range  of  interventional  medical  specialties,   including  cardiology,
gastroenterology,  neuro-endovascular  therapy,  pulmonary medicine,  radiology,
urology and vascular  surgery.  The Company's growth has been bolstered over the
past two years by several strategic  acquisitions and alliances.  Most recently,
on April 8, 1997, the Company completed its acquisition of Target  Therapeutics,
Inc., a leading  developer,  manufacturer  and marketer of  micro-catheters  and
other medical devices for the neuro-endovascular therapy market.

         Boston  Scientific's  principal  executive  offices  are located at One
Boston Scientific Place, Natick,  Massachusetts 01760-1537. Its telephone number
is (508) 650-8000.


                                 USE OF PROCEEDS

         Except  as  may  be  stated  otherwise  in  the  applicable  Prospectus
Supplement, the net proceeds to be received by the Company from the sale of Debt
Securities  will be  added to its  general  corporate  funds  and may be used to
reduce other borrowings, for acquisitions or for other business opportunities.


                       RATIOS OF EARNINGS TO FIXED CHARGES

         The  ratios  of  earnings  to  fixed   charges  of  the  Company  on  a
consolidated basis for the periods indicated were as follows (unaudited):

<TABLE>
<CAPTION>
                                                   Six Months
                                                      Ended
                                                    June 30,                          Year Ended December 31,
                                            ------------------------ ------------------------------------------------------
                                               1997         1996        1996       1995        1994        1993        1992
                                            -----------  ----------- ---------- ----------  ----------- ----------  -------
<S>                                             <C>          <C>        <C>         <C>        <C>         <C>        <C>  
Ratio of earnings to fixed charges.........     9.09         9.44       15.85       6.60       17.08       15.25      20.25
</TABLE>


         For  purposes of  calculating  the ratio of earnings to fixed  charges,
"earnings"  consist of income  before  income taxes plus fixed  charges.  "Fixed
charges" consist of interest expense, amortization of debt issuance expenses and
discount  and an  appropriate  portion  of  rental  expense  that  represents  a
reasonable approximation of the interest factor.

         The unaudited interim financial  information of the Company for the six
months ended June 30, 1997 and 1996 includes the results of Target Therapeutics,
Inc. ("Target") which the Company acquired on April 8, 1997 in a stock-for-stock
transaction accounted for as a  pooling-of-interests.  The ratios of earnings to
fixed  charges for the five years ended  December  31, 1996 are derived from the
Company's  historical  financial  information,  which at this  time has not been
restated  for  Target as this  acquisition  did not  constitute  a  "significant
business  combination"  within the  meaning of the rules of the  Securities  and
Exchange  Commission,  and the financial  results of Target for these years were
not material to the Company's consolidated financial results.

         The ratios of earnings to fixed  charges for all periods  presented are
not  necessarily  indicative  of the results that may be expected for the fiscal
year ending December 31, 1997 or any future periods, and reflect  merger-related
and special charges recorded in conjunction with the Company's  acquisitions and
strategic  alliances.  The above ratios should be read in  conjunction  with the
consolidated  financial statements (including the notes thereto) included in the
1996 Form 10-K, the March 1997 Form 10-Q and the June 1997 Form 10-Q,  which are
incorporated herein by reference.

                                        3

<PAGE>



                         DESCRIPTION OF DEBT SECURITIES


         The  following  description  of the terms of the Debt  Securities  sets
forth certain general terms and provisions of the Debt Securities offered by any
Prospectus  Supplement and the extent, if any, to which such general  provisions
may apply to the Debt  Securities so offered will be described in the Prospectus
Supplement relating to such Debt Securities.

         The  Debt   Securities  are  to  be  issued  under  an  Indenture  (the
"Indenture")  between the Company and the Chase  Manhattan Bank, as Trustee (the
"Trustee").  A copy of the form of Indenture has been filed as an exhibit to the
Registration Statement.  The Indenture is subject to, and governed by, the Trust
Indenture  Act of 1939,  as amended  (the  "TIA").  The  following  summaries of
certain provisions of the Indenture and the Debt Securities are not complete and
are qualified in their entirety by reference to the provisions of the Indenture.
Numerical references in parentheses are to sections in the Indenture, and unless
otherwise  indicated  capitalized  terms  have the  meanings  given  them in the
Indenture.

General

         The  Indenture  does not limit the aggregate  principal  amount of Debt
Securities that may be issued from time to time in series. (Section 301)

         The Debt  Securities  will be unsecured  obligations of the Company and
will rank on a parity with all other unsecured and  unsubordinated  indebtedness
of the Company.

         The Indenture  does not contain any covenants or provisions  that would
afford debt holders protection in the event of a highly leveraged transaction.

         Reference  is  made  to  the  Prospectus  Supplement  relating  to  the
particular  series of Debt  Securities  offered thereby for a description of the
terms of such Debt  Securities  in  respect of which  this  Prospectus  is being
delivered,  including,  where applicable: (i) the title of such Debt Securities;
(ii) any limit on the aggregate principal amount of such Debt Securities;  (iii)
the date or dates,  or the method by which such date or dates will be determined
or extended, on which the principal of such Debt Securities is payable; (iv) the
rate or rates at which such Debt Securities shall bear interest,  if any, or the
method by which such rate or rates shall be  determined,  the date or dates from
which  such  interest  shall  accrue,  or the method by which such date or dates
shall be determined,  the Interest Payment Dates on which such interest shall be
payable and the Regular  Record Date,  if any,  for the interest  payable on any
Registered  Security on any Interest  Payment  Date, or the method by which such
date or dates shall be  determined,  and the basis upon which  interest shall be
calculated if other than on the basis of a 360-day year of twelve 30-day months;
(v) the place or places,  if any,  other than or in  addition  to the Borough of
Manhattan,  The City of New York,  where the principal of (and premium,  if any)
and  interest,  if any,  on such Debt  Securities  shall be  payable,  where any
Registered  Securities  of the series may be  surrendered  for  registration  of
transfer, where such Debt Securities may be surrendered for exchange, where such
Debt  Securities  that are  convertible or  exchangeable  may be surrendered for
conversion  or  exchange,  as  applicable  and, if  different  than the location
specified in Section 106 of the Indenture,  the place or places where notices or
demands  to or upon the  Company  in  respect  of such Debt  Securities  and the
Indenture may be served;  (vi) the period or periods within which,  the price or
prices at which,  the  currency in which,  and other terms and  conditions  upon
which such Debt  Securities may be redeemed,  in whole or in part, at the option
of the Company, if the Company is to have that option; (vii) the obligation,  if
any, of the Company to redeem,  repay or purchase such Debt Securities  pursuant
to any sinking fund or analogous provision or at the option of a Holder thereof,
and the  period or  periods  within  which,  the  price or prices at which,  the
currency  in  which,  and  other  terms  and  conditions  upon  which  such Debt
Securities shall be redeemed, repaid or purchased, in whole or in part, pursuant
to such obligation; (vii) if other than denominations of $1,000 and any integral
multiple  thereof,  the  denomination or  denominations  in which any Registered
Securities of the series shall be issuable and, if other than  denominations  of
$5,000,  the denomination or denominations in which any Bearer Securities of the
series shall be issuable;  (ix) if other than the Trustee,  the identity of each
Security  Registrar  and/or Paying Agent; (x) if other than the principal amount
thereof, the portion of the principal amount of such Debt

                                        4

<PAGE>



Securities  that  shall be  payable  upon  declaration  of  acceleration  of the
Maturity thereof pursuant to Section 502 of the Indenture or the method by which
such portion shall be determined;  (xi) if other than U.S. dollars, the currency
in which payment of the principal of (or premium,  if any) or interest,  if any,
on such Debt Securities  shall be payable or in which such Debt Securities shall
be denominated and the particular  provisions  applicable  thereto in accordance
with,  in addition to or in lieu of any of the  provisions of Section 312 of the
Indenture;  (xii) whether the amount of payments of principal of (or premium, if
any) or  interest,  if any,  on such  Debt  Securities  may be  determined  with
reference to an index,  formula or other method (which index,  formula or method
may be based, without limitation, on one or more currencies, commodities, equity
indices  or other  indices),  and the  manner  in which  such  amounts  shall be
determined; (xiii) whether the principal of (or premium, if any) or interest, if
any, on such Debt  Securities are to be payable,  at the election of the Company
or a Holder thereof, in a currency other than that in which such Debt Securities
are  denominated  or stated to be payable,  the period or periods  within  which
(including the Election  Date),  and the terms and conditions  upon which,  such
election may be made, and the time and manner of  determining  the exchange rate
between the currency in which such Debt  Securities are denominated or stated to
be payable and the currency in which such Debt  Securities are to be so payable,
in  each  case  in  accordance  with,  in  addition  to or in lieu of any of the
provisions of Section 312 of the Indenture; (xiv) the designation of the initial
Exchange Rate Agent,  if any; (xv) the  applicability,  if any, of Sections 1402
and/or 1403 of the  Indenture  to such Debt  Securities  and any  provisions  in
modification  of, in addition to or in lieu of any of the  provisions of Article
Fourteen of the  Indenture  that shall be  applicable  to such Debt  Securities;
(xvi)  provisions,  if any,  granting special rights to the Holders of such Debt
Securities  upon the  occurrence of such events as may be specified;  (xvii) any
deletions  from,  modifications  of or  additions  to the  Events of  Default or
covenants  (including  any  deletions  from,  modifications  of or  additions to
Section  1011 of the  Indenture)  of the  Company  with  respect  to  such  Debt
Securities,  whether or not such Events of Default or covenants  are  consistent
with the Events of Default or covenants set forth herein;  (xviii)  whether such
Debt Securities are to be issuable as Registered  Securities,  Bearer Securities
(with or without  coupons) or both,  any  restrictions  applicable to the offer,
sale or delivery of Bearer  Securities,  whether any such Debt Securities are to
be  issuable  initially  in  temporary  global  form and  whether  any such Debt
Securities are to be issuable in permanent  global form with or without  coupons
and, if so, whether  beneficial owners of interests in any such permanent global
Security may exchange such  interests for  Securities of such series and of like
tenor of any authorized form and denomination and the circumstances  under which
any such  exchanges may occur,  if other than in the manner  provided in Section
305 of the  Indenture,  whether  Registered  Securities  of  the  series  may be
exchanged for Bearer  Securities of the series (if permitted by applicable  laws
and  regulations),  whether Bearer Securities of the series may be exchanged for
Registered  Securities of such series, and the circumstances under which and the
place or places where any such  exchanges  may be made and if  Securities of the
series are to be issuable in global form, the identity of any initial depository
therefor; (xix) the date as of which any Bearer Securities of the series and any
temporary  global  Security  representing  Outstanding  Securities of the series
shall be dated if other than the date of original issuance of the first Security
of the  series  to be  issued;  (xx)  the  Person  to whom any  interest  on any
Registered  Security of the series shall be payable, if other than the Person in
whose name that Security (or one or more  Predecessor  Securities) is registered
at the close of  business  on the Regular  Record  Date for such  interest,  the
manner in which,  or the Person to whom, any interest on any Bearer  Security of
the series shall be payable,  if otherwise than upon  presentation and surrender
of the coupons  appertaining thereto as they severally mature, and the extent to
which,  or the  manner in which,  any  interest  payable on a  temporary  global
Security  on an Interest  Payment  Date will be paid if other than in the manner
provided in Section 304 of the Indenture;  (xxi) if such Debt  Securities are to
be issuable in definitive  form (whether upon original issue or upon exchange of
a temporary  Security of such series) only upon receipt of certain  certificates
or other documents or satisfaction of other conditions, the form and/or terms of
such certificates,  documents or conditions;  (xxii) if such Debt Securities are
to be issued upon the exercise of warrants,  the time, manner and place for such
Debt Securities to be authenticated and delivered;  (xxiii) whether,  under what
circumstances and the currency in which the Company will pay Additional  Amounts
as  contemplated by Section 1005 of the Indenture on such Debt Securities to any
Holder who is not a United  States person  (including  any  modification  to the
definition  of such  term) in  respect of any tax,  assessment  or  governmental
charge and, if so,  whether the Company will have the option to redeem such Debt
Securities  rather than pay such  Additional  Amounts (and the terms of any such
option);  (xxiv)  if  such  Debt  Securities  are  to  be  convertible  into  or
exchangeable for any securities of any Person (including the Company), the terms
and  conditions  upon  which  such Debt  Securities  will be so  convertible  or
exchangeable;  and (xxv) any other terms, conditions, rights and preferences (or
limitations on such rights and preferences)  relating to the series (which terms
shall not be  inconsistent  with the  requirements of the Trust Indenture Act or
the provisions of the Indenture). (Section 301)

                                        5

<PAGE>




         With  respect  to Debt  Securities  of any series  denominated  in U.S.
dollars,  the  Registered  Securities  of such  series,  other  than  Registered
Securities  issued in global form (which may be of any  denomination),  shall be
issuable in  denominations  of $1,000 and any integral  multiple thereof and the
Bearer  Securities of such series,  other than the Bearer  Securities  issued in
global  form  (which  may  be of  any  denomination),  shall  be  issuable  in a
denomination of $5,000,  unless otherwise provided in the applicable  Prospectus
Supplement. (Section 302) The Prospectus Supplement relating to a series of Debt
Securities  denominated in a composite  currency or any currency other than U.S.
dollars will specify the denominations thereof.

         One or more  series  of Debt  Securities  may be sold at a  substantial
discount below their stated principal amount, bearing no interest or interest at
a rate which at the time of issuance is below market  rates.  One or more series
of Debt Securities may be floating rate debt securities  which are  exchangeable
for fixed rate debt  securities.  Federal  income tax  consequences  and special
considerations applicable to any such series will be described in the Prospectus
Supplement relating thereto.

         Unless  otherwise  provided  as  contemplated  by  Section  301  of the
Indenture  with  respect  to such  Debt  Securities,  interest,  if any,  on any
Registered  Security which is payable,  and is punctually  paid or duly provided
for, on any Interest Payment Date shall be paid to the Person in whose name such
Security (or one or more  Predecessor  Securities) is registered at the close of
business on the Regular Record Date for such interest at the office or agency of
the  Company  maintained  for  such  purpose  pursuant  to  Section  1002 of the
Indenture;  provided, however, that each installment of interest, if any, on any
Registered  Security may at the Company's  option be paid by (i) mailing a check
for such interest,  payable to or upon the written order of the Person  entitled
thereto pursuant to Section 309 of the Indenture,  to the address of such Person
as it appears on the Security Register or (ii) transfer to an account located in
the United States maintained by the payee.

         Debt  Securities  (other than Global  Securities)  may be presented for
exchange,  and registered Debt Securities may be presented for transfer,  in the
manner,  at the  places,  and  subject  to the  restrictions  set  forth  in the
Indenture and the Debt  Securities  and described in the  applicable  Prospectus
Supplement.  No service  charge will be made for any transfer or exchange of the
Debt  Securities,  but the Company may require  payment of a sum  sufficient  to
cover any tax or other  governmental  charge  payable in  connection  therewith.
(Section 305)

Global Securities

         The Debt  Securities  of a series  may be issued in whole or in part in
the  form  of one or  more  fully  registered  Global  Securities  that  will be
deposited with, or on behalf of, a depositary (the  "Depositary")  identified in
the  Prospectus  Supplement  relating  to such  series.  Unless  and until it is
exchanged in whole or in part for Debt Securities in definitive registered form,
a Global Security may not be transferred except as a whole by the Depositary for
such  Global  Security to a nominee of such  Depositary  or by a nominee of such
Depositary to such  Depositary or another  nominee of such Depositary or by such
Depositary or any such nominee to a successor of such Depositary or a nominee of
such successor. (Sections 304 and 305)

         The specific  terms of the Depositary  arrangement  with respect to any
Debt  Securities  of a series will be  described  in the  Prospectus  Supplement
relating to such series. The Company  anticipates that the following  provisions
will apply to all Depositary arrangements.

         Upon the issuance of a Global Security,  the Depositary for such Global
Security will credit,  on its book-entry  registration and transfer system,  the
respective  principal amounts of the Debt Securities  represented by such Global
Security to the  accounts of persons  that have  accounts  with such  Depositary
("participants").  The  accounts  to be  credited  shall  be  designated  by the
underwriters or agents with respect to such Debt Securities or by the Company if
such Debt Securities are offered and sold directly by the Company.  Ownership of
beneficial  interests in a Global  Security will be limited to  participants  or
persons that may hold interests through participants. Ownership of participant's
interests  in a Global  Security  will be shown  on,  and the  transfer  of that
ownership  will be effected only through,  records  maintained by the Depositary
for such Global Security. Ownership of beneficial interests in a Global Security
will be shown on, and the  transfer  of that  ownership  will be  effected  only
through,  records  maintained  by  participants  or  persons  that hold  through
participants. The laws of some states require that

                                        6

<PAGE>



certain  purchasers of securities  take physical  delivery of such securities in
definitive  form.  Such  limits and such laws may impair the ability to transfer
beneficial interests in a Global Security.

         So long as the Depositary for a Global Security, or its nominee, is the
registered  owner of such Global Security,  such Depositary or such nominee,  as
the case  may be,  will be  considered  the sole  owner  or  holder  of the Debt
Securities  represented  by such  Global  Security  for all  purposes  under the
Indenture. Except as set forth below, owners of beneficial interests in a Global
Security will not be entitled to have Debt Securities of the series  represented
by such  Global  Security  registered  in their  names,  will not  receive or be
entitled  to receive  physical  delivery  of Debt  Securities  of such series in
definitive  form and will not be considered the owners or holders  thereof under
the Indenture.

         Principal,   premium,  if  any,  and  any  interest  payments  on  Debt
Securities registered in the name of a Depositary or its nominee will be made to
the Depositary or its nominee,  as the case may be, as the registered owner of a
Global Security  representing  such Debt  Securities.  None of the Company,  the
Trustee,  any Paying Agent or the Security  Registrar  for such Debt  Securities
will have any responsibility or liability for any aspect of the records relating
to or payments made on account of beneficial  ownership  interests in the Global
Security or Securities for such Debt Securities or for maintaining,  supervising
or  reviewing  any records  relating  to such  beneficial  ownership  interests.
(Section 309)

         The  Company   expects  that  the  Depositary  for  a  series  of  Debt
Securities, upon receipt of any payment of principal,  premium or interest, will
credit immediately participants' accounts with payments in amounts proportionate
to their respective  beneficial  interests in the principal amount of the Global
Security or Securities for such Debt  Securities as shown on the records of such
Depositary.  The Company also expects that payments by participants to owners of
beneficial  interests in such Global  Security or  Securities  held through such
participants will be governed by standing  instructions and customary practices,
as is now the case with  securities held for the accounts of customers in bearer
form or  registered  in "street  name," and will be the  responsibility  of such
participants.

         Further,  if  the  Company  so  specifies  with  respect  to  the  Debt
Securities of a series,  an owner of a beneficial  interest in a Global Security
representing  Debt  Securities  of such series may, on terms  acceptable  to the
Company,  receive Debt Securities of such series in definitive form. In any such
instance,  an owner  of a  beneficial  interest  in a  Global  Security  will be
entitled  to have Debt  Securities  of the  series  represented  by such  Global
Security equal in principal amount to such beneficial interest registered in its
name and will be  entitled  to  physical  delivery  of such Debt  Securities  in
definitive form. (Section 305)

Events of Default

         The Indenture  provides that the following shall  constitute  Events of
Default with respect to any series of Debt Securities thereunder: (i) default in
the payment of any interest on any Debt Security of such series,  or any related
coupon, when such interest or coupon becomes due and payable, and continuance of
such  default  for a period  of 30 days;  (ii)  default  in the  payment  of the
principal  of (or premium,  if any, on) any Debt  Security of such series at its
Maturity and  continuance  of such default for a period of five  Business  Days;
(iii) default in the deposit of any sinking fund payment, when and as due by the
terms of the Debt  Securities of such series and Article Twelve of the Indenture
and continuance of such default for a period of five business days; (iv) default
in the  performance,  or breach,  of any covenant or agreement of the Company in
the Indenture  which affects or is applicable to Debt  Securities of such series
(other than a default in the  performance,  or breach of a covenant or agreement
which is specifically dealt with elsewhere in Section 501 of the Indenture,  and
continuance  of such  default or breach for a period of 60 days after  there has
been given, by registered or certified mail, to the Company by the Trustee or to
the Company and the Trustee by the Holders of at least 25% in  principal  amount
of all  Outstanding  Securities of such series a written notice  specifying such
default or breach and  requiring  it to be remedied and stating that such notice
is a "Notice of Default" under the Indenture; (v) the entry of a decree or order
by a court having jurisdiction in the premises adjudging the Company as bankrupt
or insolvent,  or approving as properly filed a petition seeking reorganization,
arrangement, adjustment or composition of or in respect of the Company under the
Federal  Bankruptcy  Code or any  other  applicable  federal  or state  law,  or
appointing a receiver,  liquidator,  assignee,  trustee,  sequestrator (or other
similar official) of the Company or of any substantial part of its property,  or
ordering the

                                        7

<PAGE>



winding up or liquidation of its affairs, and the continuance of any such decree
or order  unstayed and in effect for a period of 90 consecutive  days;  (vi) the
institution  by the  Company of  proceedings  to be  adjudicated  a bankrupt  or
insolvent,  or the consent by it to the  institution of bankruptcy or insolvency
proceedings  against  it, or the filing by it of a petition or answer or consent
seeking  reorganization or relief under the Federal Bankruptcy Code or any other
applicable  federal or state law, or the consent by it to the filing of any such
petition or to the  appointment of a receiver,  liquidator,  assignee,  trustee,
sequestrator  (or other similar  official) of the Company or of any  substantial
part of its property,  or the making by it of an  assignment  for the benefit of
creditors,  or the  admission by it in writing of its inability to pay its debts
generally as they become due; and (vii) any other Event of Default provided with
respect to Debt  Securities  of such series.  (Section  501) No Event of Default
with  respect  to a  particular  series  of Debt  Securities  issued  under  the
Indenture necessarily  constitutes an Event of Default with respect to any other
series of Debt Securities issued thereunder.

         The Indenture  provides  that if an Event of Default  specified in (i),
(ii),  (iii),  (iv) or (vii)  above shall  occur and be  continuing,  either the
Trustee or the Holders of at least 25% in  principal  amount of the  Outstanding
Debt  Securities  of such  series may  declare  the  principal  of all such Debt
Securities  (or in the case of Original  Issue  Discount  Securities  or Indexed
Securities,  such portion of the principal amount thereof as may be specified in
the terms  thereof)  to be due and payable  immediately.  If an Event of Default
specified in (v) or (vi) above shall occur and be continuing, then the principal
of all  such  Debt  Securities  (or in  the  case  of  Original  Issue  Discount
Securities or Indexed  Securities,  such portion of the principal amount thereof
as may be specified in the terms thereof)  shall be due and payable  immediately
without any  declaration  or other act on the part of the Trustee or any Holder.
In  certain  cases,  the  Holders  of a  majority  in  principal  amount  of the
outstanding  Debt  Securities  of any series may on behalf of the Holders of all
such Debt Securities  rescind and annul a declaration of acceleration.  (Section
502)

         The  Indenture  provides  that the Trustee  shall not be liable for any
action  taken,  suffered or omitted by it in good faith and believed by it to be
authorized or within the discretion or rights or powers conferred upon it by the
Indenture.  (Section  507)  The  Indenture  provides  that  no  Holder  of  Debt
Securities of any series may institute any  proceedings,  judicial or otherwise,
to  enforce  the  Indenture  except  in the  case  of  failure  of  the  Trustee
thereunder,  for 60 days, to act after it has received a request to enforce such
Indenture  by the Holders of at least 25% in aggregate  principal  amount of the
then  Outstanding  Debt  Securities  of such  series (in the case of an Event of
Default  specified  in (i),  (ii),  (iii),  (iv) or (vii) above) or a request to
enforce such  Indenture  by the Holders of at least 25% in  aggregate  principal
amount of all of the Debt Securities  then  Outstanding (in the case of an Event
of  Default  specified  in (v) or  (vi)  above)  , and an  offer  of  reasonable
indemnity.  (Section  507) This  provision  will not  prevent any Holder of Debt
Securities from enforcing payment of the principal thereof (and premium, if any)
and interest  thereon at the  respective  due dates  thereof.  (Section 508) The
Holders of a majority in aggregate  principal  amount of the Debt  Securities of
any series then outstanding may direct the time,  method and place of conducting
any proceeding  for any remedy  available to the Trustee or exercising any trust
or power conferred on it with respect to the Debt Securities of such series. The
Trustee may, however,  refuse to follow any direction that it determines may not
lawfully  be taken or would be  illegal or in  conflict  with the  Indenture  or
involve it in  personal  liability  or which would be  unjustly  prejudicial  to
Holders not joining therein. (Section 512)

         The Indenture  provides that the Trustee will, within 90 days after the
occurrence  of  a  default  with  respect  to  any  series  of  Debt  Securities
thereunder, give to the Holders of Debt Securities of such series notice of such
default,  if such default has not been cured or waived.  (Section 601) Except in
the case of a default in the payment of  principal  of (or  premium,  if any) or
interest  on, or in the payment of any sinking fund  installment  in respect of,
any  Debt  Securities  of  such  series,  the  Trustee  shall  be  protected  in
withholding  such notice if it determines in good faith that the  withholding of
such notice is in the  interest of the  Holders of the Debt  Securities  of such
series.  (Section 601)

         The  Company  will be  required  to file with the  Trustee  annually an
Officers'  Certificate as to compliance  with all conditions and covenants under
the terms of the Indenture. (Section 1004)


                                        8

<PAGE>



Modification and Waiver

         Modifications  of and  amendments  to the  Indenture may be made by the
Company  and the  Trustee  with the  consent of the  Holders  of a  majority  in
principal  amount of the outstanding  Debt Securities of each series affected by
such modification or amendment;  provided, however, that no such modification or
amendment  may,  without  the  consent  of the Holder of each  Outstanding  Debt
Security  affected  thereby:  (i) change the Stated Maturity of the principal of
(or premium, if any) or any installment of interest on any Debt Security of such
series, or reduce the principal amount thereof (or premium,  if any) or the rate
of interest,  if any,  thereon,  or change any  obligation of the Company to pay
Additional  Amounts  contemplated  by Section 1005 of the  Indenture  (except as
contemplated   by  Section  801(1)  and  permitted  by  Section  901(1)  of  the
Indenture),  or reduce the amount of the principal of an Original Issue Discount
Security  of such series that would be due and  payable  upon a  declaration  of
acceleration of the Maturity thereof pursuant to Section 502 of the Indenture or
the amount  thereof  provable  in  bankruptcy  pursuant  to  Section  504 of the
Indenture,  or  adversely  affect  any right of  repayment  at the option of any
Holder of any Debt  Security  of such  series,  or change  any Place of  Payment
where, or the currency in which, any Debt Security of such series or any premium
or interest  thereon is payable,  or impair the right to institute  suit for the
enforcement of any such payment on or after the Stated Maturity  thereof (or, in
the case of redemption or repayment at the option of the Holder, on or after the
Redemption Date or Repayment Date, as the case may be), or adversely  affect any
right to convert or exchange  any Debt  Security as may be provided  pursuant to
Section 301 of the Indenture;  (ii) reduce the percentage in principal amount of
the Outstanding  Debt Securities of any series,  the consent of whose Holders is
required  for any  supplemental  indenture,  for any waiver of  compliance  with
certain provisions of the Indenture which affect such series or certain defaults
applicable to such series thereunder and their consequences  provided for in the
Indenture,  or reduce the  requirements  of Section  1504 of the  Indenture  for
quorum or voting with respect to Debt Securities of such series; or (iii) modify
any of the provisions of Sections 902, 513 or 1011 of the  Indenture,  except to
increase any such percentage or to provide that certain other  provisions of the
Indenture  which  affect  such series  cannot be modified or waived  without the
consent  of the  Holder of each  Outstanding  Debt  Security  affected  thereby.
(Section 902)

         The Company may, with respect to any series of Debt Securities, omit in
any particular  instance to comply with any term,  provision or condition  which
affects  such  series  set  forth  in  Section  803 or  Sections  1006 to  1010,
inclusive,  of the Indenture or, as specified pursuant to Section 301(15) of the
Indenture for Debt  Securities  of such series,  in any covenants of the Company
added to  Article  Ten  pursuant  to Section  301(14) or Section  301(15) of the
Indenture in connection with Debt  Securities of such series,  if the Holders of
at least a majority  in  principal  amount of all  Outstanding  Debt  Securities
affected by such term,  provision or condition,  by Act of such  Holders,  waive
such compliance in such instance with such term, provision or condition,  but no
such waiver shall extend to or affect such term,  provision or condition  except
to the  extent  so  expressly  waived,  and,  until  such  waiver  shall  become
effective,  the  obligations  of the  Company  and the duties of the  Trustee to
Holders of Debt Securities of such series in respect of any such term, provision
or condition  shall remain in full force and effect.  (Section 1010) The Holders
of a majority in principal  amount of the  outstanding  Debt  Securities of each
series (in the case of an Event of Default  specified in (i), (ii),  (iii), (iv)
or (vii) in  "--Events  of  Default,"  above) or the  Holders of a  majority  in
principal  amount of all of the Debt Securities then Outstanding (in the case of
an Event of Default  specified in (v) or (vi) in  "--Events of Default,"  above)
may, on behalf of all such  Holders,  waive any past default under the Indenture
with respect to Debt  Securities  of that series except a default in the payment
of the principal of (or premium, if any) or any interest on any Debt Security of
that  series and except a default in  respect  of a covenant  or  provision  the
modification  or amendment  of which would  require the consent of the Holder of
each outstanding Debt Security affected thereby. (Section 513)

Consolidation, Merger, Conveyance, Transfer or Lease

         The  Company  shall  not  enter  into  any  merger,   consolidation  or
amalgamation,   or  liquidate,  wind  up  or  dissolve  itself  (or  suffer  any
liquidation  or  dissolution),  or convey,  sell,  lease,  assign,  transfer  or
otherwise  dispose of, all or  substantially  all of its  property,  business or
assets,  except: (i) any Subsidiary of the Company may be merged or consolidated
with or into the Company  (provided  that the Company shall be the continuing or
surviving corporation) or with or into any one or more wholly owned Subsidiaries
of the Company (provided that the wholly owned Subsidiary or Subsidiaries  shall
be the  continuing  or  surviving  corporation);  (ii) the Company or any wholly
owned Subsidiary of the Company may sell,  lease,  transfer or otherwise dispose
of any or all of its assets (upon

                                        9

<PAGE>



voluntary  liquidation  or  otherwise)  to the Company or any other wholly owned
Subsidiary of the Company or may sell,  lease,  transfer or otherwise dispose of
any or all of its  assets  (upon  voluntary  liquidation  or  otherwise)  to any
non-wholly  owned  Subsidiary  of the Company for fair market  value;  (iii) any
non-wholly  owned  Subsidiary  of the  Company  may  sell,  lease,  transfer  or
otherwise  dispose of any or all of its assets (upon  voluntary  liquidation  or
otherwise) to the Company or any wholly owned Subsidiary of the Company for fair
market value or may sell, lease,  transfer or otherwise dispose of any or all of
its assets (upon  voluntary  liquidation  or otherwise) to any other  non-wholly
owned  Subsidiary of the Company;  and (iv) the Company or any Subsidiary of the
Company may be merged or consolidated with or into another Person; provided that
no Default or Event of Default  shall have  occurred and be  continuing or would
occur as a result thereof; and provided further that if the Company shall not be
the  continuing  or  surviving   corporation,   such   continuing  or  surviving
corporation shall succeed to the Indenture.  (Sections 801 and 802)

Limitation on Liens

         The Company shall not, and shall not permit any of its Subsidiaries to,
directly or indirectly,  create,  incur, assume or suffer to exist any Lien upon
any of its  property,  assets  or  revenues,  whether  now  owned  or  hereafter
acquired,  except  for:  (i)  Liens  for  taxes  not yet due or which  are being
contested  in good faith by  appropriate  proceedings,  provided  that  adequate
reserves with respect  thereto are maintained on the books of the Company or its
Subsidiaries,  as the case may be, in  conformity  with  GAAP;  (ii)  carriers',
warehousemen's,  mechanics',  materialmen's,  repairmen's  or other  like  Liens
arising in the ordinary course of business which are not overdue for a period of
more than 60 days or which  are being  contested  in good  faith by  appropriate
proceedings; (iii) pledges or deposits in connection with workers' compensation,
unemployment  insurance  and other  social  security  legislation  and  deposits
securing  liability  to insurance  carriers  under  insurance or  self-insurance
arrangements;  (iv) deposits to secure the performance of bids,  trade contracts
(other than for  borrowed  money),  leases,  statutory  obligations,  surety and
appeal bonds,  performance bonds and other obligations of a like nature incurred
in the ordinary course of business; (v) easements,  rights-of-way,  restrictions
and other  similar  encumbrances  incurred  in the  ordinary  course of business
which,  in the aggregate,  are not substantial in amount and which do not in any
case  materially  detract  from the value of the  property  subject  thereto  or
materially interfere with the ordinary conduct of the business of the Company or
such  Subsidiary;  (vi) Liens in existence on the date of the first  issuance by
the Company of Debt Securities  issued pursuant to the Indenture,  provided that
no such Lien is spread to cover any additional property after such date and that
the amount of Debt secured  thereby is not increased;  (vii) Liens securing Debt
of the Company and its Subsidiaries incurred to finance the acquisition of fixed
or capital assets,  provided that (A) such Liens shall be created  substantially
simultaneously  with the acquisition of such fixed or capital  assets,  (B) such
Liens do not at any time encumber any property other than the property  financed
by such Debt and (C) the amount of Debt secured thereby is not increased; (viii)
Liens on the  property or assets of a  corporation  which  becomes a  Subsidiary
after the date  hereof,  provided  that (A) such Liens  existed at the time such
corporation  became a Subsidiary and were not created in  anticipation  thereof,
(B) any such  Lien is not  spread  to  cover  any  property  or  assets  or such
corporation  after the time such corporation  becomes a Subsidiary,  and (C) the
amount of Debt  secured  thereby is not  increased;  (ix)  Liens (not  otherwise
permitted  hereunder)  (A) which secure  obligations  not  exceeding  (as to the
Company and all Subsidiaries) the greater of $100,000,000 or 15% of Consolidated
Tangible Net Worth, in each case in aggregate  amount at any time outstanding or
(B) with  respect  to  which  the  Company  effectively  provides  that the Debt
Securities  Outstanding  hereunder are secured  equally and ratably with (or, at
the option of the  Company,  prior to) the Debt  secured by such Lien.  (Section
1009)

Defeasance

         If so  specified  in the  Prospectus  Supplement  with  respect to Debt
Securities  of any series,  the Company,  at its option,  (i) will be discharged
from any and all  obligations  in respect of the Debt  Securities of such series
(except for certain  obligations  to register  the  transfer or exchange of Debt
Securities of such series,  replace stolen, lost or mutilated Debt Securities of
such series,  maintain Paying Agencies,  and hold money for payment in trust) or
(ii) will not be subject to the  covenants  in Sections 801 and 802 and Sections
1006  through  1110 of the  Indenture  and any other  specified  covenants  with
respect  to the Debt  Securities  of such  series,  in each case if the  Company
deposits  with the Trustee,  in trust,  money or  Government  Obligations  which
through the payment of interest thereon and principal thereof in accordance with
their terms will provide money in an amount  sufficient to pay all the principal
(including  any  mandatory  sinking  fund  payments)  of, and  interest  on, the
Outstanding Debt Securities of

                                       10

<PAGE>



such series on the dates such payments are due in  accordance  with the terms of
such Debt  Securities.  To exercise any such option,  the Company is required to
deliver to the  Trustee an Opinion of Counsel to the effect that (1) the deposit
and related  defeasance  would not cause the Holders of the Debt  Securities  of
such series to recognize  income,  gain or loss for federal  income tax purposes
and, in the case of a discharge  pursuant to clause (i), either a ruling to such
effect received from or published by the United States Internal  Revenue Service
or an opinion that there has been a change in applicable  federal income tax law
to such effect.  The Company would also be required to deliver to the Trustee an
Officer's  Certificate stating that no Event of Default with respect to the Debt
Securities of such series has occurred and is continuing. (Sections 1401-1404)

Conversion Rights

         The terms and conditions, if any, upon which any of the Debt Securities
are convertible into Common Stock will be set forth in the applicable Prospectus
Supplement relating thereto.  Such terms will include the amount of Common Stock
into which the Debt Securities are convertible,  the conversion price (or manner
of  calculation  thereof),  the  conversion  period,  provisions  as to  whether
conversions  will be at the option of the holders of the Debt  Securities or the
Company, the events requiring an adjustment of the conversion price,  provisions
affecting  conversion in the event of the redemption of such Debt Securities and
any restrictions on conversion.

                              PLAN OF DISTRIBUTION

         The Company  may sell the Debt  Securities  in any of three  ways:  (i)
through  underwriters or dealers;  (ii) through  agents;  or (iii) directly to a
limited number of purchasers or to a single purchaser. The Prospectus Supplement
with respect to each series of Debt  Securities  will set forth the terms of the
offering of the Debt  Securities of such series,  including the name or names of
any  underwriters,  the purchase price of such Debt Securities,  the proceeds to
the  Company  from  such  sale,  any  underwriting  discounts  and  other  items
constituting underwriters' compensation,  any initial public offering price, any
discounts  or  concessions  allowed  or  reallowed  or paid to  dealers  and any
securities exchanges on which the Debt Securities of such series may be listed.

         If  underwriters  are used in the  sale,  the Debt  Securities  will be
acquired by the  underwriters  for their own account and may be resold from time
to time in one or more transactions,  including  negotiated  transactions,  at a
fixed public  offering  price,  or at varying  prices  determined at the time of
sale.  The Debt  Securities  may be offered to the public  through  underwriting
syndicates  represented by managing  underwriters or by  underwriters  without a
syndicate.  Unless  otherwise  set  forth  in  the  Prospectus  Supplement,  the
obligations of the  underwriters  to purchase Debt Securities will be subject to
certain conditions  precedent and the underwriters will be obligated to purchase
all the Debt  Securities of a series if any are  purchased.  Any initial  public
offering price and any discounts or concessions  allowed or reallowed or paid to
dealers may be changed from time to time.

         The Debt  Securities  may be sold  directly  by the  Company or through
agents  designated by the Company from time to time.  Any agent  involved in the
offer or sale of the Debt  Securities  in respect of which  this  Prospectus  is
delivered  will be named,  and any  commissions  payable by the  Company to such
agent  will  be  set  forth,  in the  Prospectus  Supplement.  Unless  otherwise
indicated in the Prospectus Supplement,  any such agent will be acting on a best
efforts basis for the period of its appointment.

         If  so  indicated  in  the  Prospectus  Supplement,  the  Company  will
authorize agents, underwriters or dealers to solicit offers by certain specified
entities to purchase  Debt  Securities  from the Company at the public  offering
price  set forth in the  Prospectus  Supplement  pursuant  to  delayed  delivery
contracts providing for payment and delivery on a specified date. Such contracts
will be subject only to those conditions set forth in the Prospectus Supplement.
The Prospectus Supplement will set forth commissions payable for solicitation of
such contracts.

         Agents and  underwriters  may from time to time  purchase and sell Debt
Securities  in the secondary  market,  but are not obligated to do so, and there
can be no  assurance  that  there  will  be a  secondary  market  for  the  Debt
Securities or liquidity in the secondary market if one develops.


                                       11

<PAGE>



         Agents and underwriters  may be entitled under agreements  entered into
with the  Company  to  indemnification  by the  Company  against  certain  civil
liabilities, including liabilities under the Securities Act of 1933, as amended,
or to contribution with respect to payments which the agents or underwriters may
be required to make in respect thereof. Agents and underwriters may be customers
of,  engage in  transactions  with or perform  services  for the  Company or its
affiliates in the ordinary course of business.


                                     EXPERTS

         The consolidated financial statements of Boston Scientific incorporated
by reference and the schedule included in Boston  Scientific's  Annual Report on
Form 10-K for the year  ended  December  31,  1996 have been  audited by Ernst &
Young  LLP,  independent  auditors,  as set forth in their  report  thereon  and
incorporated  herein by reference,  which, as to the year 1994, is based in part
on the reports of Deloitte & Touche LLP, independent  auditors,  Arthur Andersen
LLP,  independent  public  accountants,  and Price  Waterhouse LLP,  independent
accountants,  incorporated  by reference  herein.  Such  consolidated  financial
statements  and schedule  are  incorporated  by reference in reliance  upon such
reports  given upon the  authority  of such firms as  experts  in  auditing  and
accounting.

         The financial  statements of SCIMED Life Systems,  Inc., not separately
presented  in this  Prospectus,  have been  audited by  Deloitte  & Touche  LLP,
independent  auditors,  whose report thereon has been  incorporated by reference
herein.  Such  financial  statements,  to the extent they have been  included in
Boston  Scientific's  financial  statements,  as referred to above, have been so
included  in  reliance on such  report given upon the authority  of such firm as
experts in auditing and accounting.

         The financial  statements of Heart  Technology,  Inc.,  not  separately
presented  in this  Prospectus,  have  been  audited  by Price  Waterhouse  LLP,
independent accountants, whose report thereon is incorporated by reference. Such
financial  statements,  to the extent they have been  included in the  financial
statements of Boston Scientific,  as referred to above, have been so included in
reliance  on their  report  given on the  authority  of said firm as  experts in
auditing and accounting.

         The  financial  statements of Meadox  Medicals,  Inc.,  not  separately
presented  in this  Prospectus,  have  been  audited  by  Arthur  Andersen  LLP,
independent public accountants, as indicated in their report with respect hereto
which has been incorporated by reference herein. Such financial  statements,  to
the extent they have been included in Boston Scientific's  financial statements,
as  referred  to above,  have been so  included  in  reliance  therein  upon the
authority  of said firm as experts in  auditing  and  accounting  in giving said
reports.


                                 LEGAL OPINIONS

         The validity of the Debt  Securities  offered  hereby will be passed on
for the Company by Shearman & Sterling, New York, New York.

                                       12

<PAGE>



                     INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution

         The following  table sets forth the expenses,  other than  commissions,
expected  to be  incurred  in  connection  with the  offering  described  in the
Registration Statement:

                         Expense                                     Amount*
                         -------                                     -------

Securities and Exchange Commission registration fee................  $151,516
Legal fees.........................................................   105,000
Printing and engraving expenses....................................    43,000
Accountants' fees..................................................    40,000
Blue sky and legal investment fees and expenses....................     4,000
Trustee and Authenticating Agent fees..............................    30,000
Miscellaneous expenses.............................................     5,000
                                                                    ---------
         Total.....................................................  $378,516
                                                                    =========


--------------
*  The first item is actual; the others are estimated.

Item 15.  Indemnification of Directors and Officers

         The  General  Corporation  Law of the State of  Delaware  contains,  in
Section  145,  provisions  relating  to  the  indemnification  of  officers  and
directors. Article VI of the bylaws of the Company contains provisions requiring
indemnification  by the Company of its directors and officers to the full extent
permitted by law. These provisions extend to expenses reasonably incurred by the
director or officer in defense or settlement of any such action or proceeding.

         The  board  of  directors  of the  Company  has  general  authority  to
indemnify  any  officer or  director  against  losses  arising out of his or her
service as such,  unless  prohibited  by law. The Company  carries  insurance to
cover potential costs of the foregoing indemnification of the Company's officers
and directors.

Item 16.  Exhibits

Exhibit
Number      Description of Exhibit
------      ----------------------

 4.1        Form of  Indenture;  rights  of  holders  of equity  securities  are
            described in the Company's  Registration Statement on Form 8-A filed
            pursuant to Section 12 of the Exchange Act on April 3, 1992, and any
            amendment  or  report  filed  for  the  purpose  of  updating   such
            description.
 5.1        Legal opinion of Shearman & Sterling.
12.1        Statement of  computation  of ratios of earnings to fixed charges of
            the Company.
23.1        Consent of Ernst & Young LLP, independent auditors.
23.2        Consent of Deloitte & Touche LLP, independent auditors.
23.3        Consent of Price Waterhouse LLP, independent accountants.
23.4        Consent of Arthur Andersen LLP, independent public accountants.
24.1        Power of Attorney (included on the signature page filed herewith).
25.1        Statement of eligibility of trustee.



                                      II-1

<PAGE>



Item 17.  Undertakings

         (a)      The Company hereby undertakes:

                  (1) To file,  during any  period in which  offers or sales are
         being made, a post-effective amendment to the Registration Statement:

                           (i) To include  any  prospectus  required  by Section
                  10(a)(3) of the Securities Act of 1933;

                           (ii) To reflect in the prospectus any facts or events
                  arising after the effective date of the Registration Statement
                  (or the most recent  post-effective  amendment thereof) which,
                  individually  or in the  aggregate,  represent  a  fundamental
                  change  in the  information  set  forth  in  the  Registration
                  Statement;

                           (iii)  To  include  any  material   information  with
                  respect to the plan of distribution  not previously  disclosed
                  in the  Registration  Statement or any material change to such
                  information in the Registration Statement;

         provided,  however,  that the undertakings set forth in clauses (i) and
         (ii) above do not apply if the information required to be included in a
         post-effective  amendment  by those  clauses is  contained  in periodic
         reports filed by the Company pursuant to Section 13 or Section 15(d) of
         the Securities  Exchange Act of 1934 that are incorporated by reference
         in the Registration Statement.

                  (2) For  purposes  of  determining  any  liability  under  the
         Securities  Act of  1933,  the  information  omitted  from  the form of
         prospectus  filed as part of this  Registration  Statement  in reliance
         upon  Rule  430A and  contained  in a form of  prospectus  filed by the
         registrant  pursuant  to Rule  424(b)(1)  or (4) or  497(h)  under  the
         Securities  Act  shall  be  deemed  to be  part  of  this  Registration
         Statement as of the time it was declared effective.

                  (3) For the purpose of  determining  any  liability  under the
         Securities Act of 1933, each  post-effective  amendment that contains a
         form of prospectus shall be deemed to be a new  Registration  Statement
         relating to the securities  offered  therein,  and the offering of such
         securities  at that time  shall be deemed to be the  initial  bona fide
         offering thereof.

                  (4) That, for the purpose of determining  any liability  under
         the Securities Act of 1933, each such post-effective amendment shall be
         deemed to be a new  Registration  Statement  relating to the securities
         offered therein, and the offering of such securities at that time shall
         be deemed to be the initial bona fide offering thereof.

                  (5) To remove from  registration by means of a  post-effective
         amendment any of the securities being registered which remain unsold at
         the termination of the offering.

         (b) The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the Company's  annual
report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act
of 1934 that is incorporated by reference in the Registration Statement shall be
deemed to be a new  Registration  Statement  relating to the securities  offered
therein,  and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

         (c)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act of 1933, as amended, may be permitted to directors,  officers and
controlling  persons of the Company  pursuant to the  foregoing  provisions,  or
otherwise,  the Company has been advised  that in the opinion of the  Securities
and  Exchange  Commission  such  indemnification  is  against  public  policy as
expressed  in the  Securities  Act of  1933,  as  amended,  and  is,  therefore,
unenforceable.  In the  event  that a claim  for  indemnification  against  such
liabilities  (other than the payment by the Company of expenses incurred or paid
by a director,  officer or  controlling  person of the Company in the successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling  person in connection with the securities being  registered,  the
Company  will,  unless in the opinion of its counsel the matter has been settled
by  controlling  precedent,  submit to a court of appropriate  jurisdiction  the
question  whether  such  indemnification  by  it is  against  public  policy  as
expressed in the Securities Act of 1933, as amended, and will be governed by the
final adjudication of such issue.

                                      II-2

<PAGE>



                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the Town of Natick,  Commonwealth of Massachusetts,  on the 30th
day of September, 1997.


                             BOSTON SCIENTIFIC CORPORATION


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



                                      II-3

<PAGE>



                                POWER OF ATTORNEY

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears  below hereby  severally  constitutes  and appoints  Paul W. Sandman and
Lawrence J. Knopf, and each of them, his true and lawful  attorneys-in-fact  and
agent,  with  full  power  of  substitution,  to sign  any  and  all  amendments
(including  post-effective  amendments)  and  supplements  to this  Registration
Statement and to file the same, with all exhibits  thereto,  and other documents
in connection therewith,  with the Securities and Exchange Commission,  granting
unto  said  attorneys-in-fact  and  agents,  and each of them,  full  power  and
authority to do and perform each and every act and thing  requisite or necessary
to enable the Company to comply with the Securities Act of 1933, as amended, and
any rules, regulations or requirements of the Securities and Exchange Commission
in  connection  with  this  Registration  Statement  as he  might or could do in
person,  hereby  ratifying and  confirming all that said  attorneys-in-fact  and
agents,  or any of them or their or his substitute or substitutes,  may lawfully
do or cause to be done by virtue hereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities indicated on the 30th day of September, 1997.


        Signature                                 Title
        ---------                                 -----


      JOHN E. ABELE               Director, Founder
      John E. Abele


CHARLES J. ASCHAUER, JR.          Director
Charles J. Aschauer, Jr.


   RANDALL F. BELLOWS             Director
   Randall F. Bellows


    LAWRENCE C. BEST              Senior Vice President--Finance and
    Lawrence C. Best              Administration and Chief Financial Officer
                                  (Principal Financial and Accounting Officer)


  JOSEPH A. CIFFOLILLO            Director
  Joseph A. Ciffolillo


    JOEL L. FLEISHMAN             Director
    Joel L. Fleishman


   LAWRENCE L. HORSCH             Director
   Lawrence L. Horsch


   N.J. NICHOLAS, JR.             Director
   N.J. Nicholas, Jr.


    PETE M. NICHOLAS              Director, Founder, Chairman, President and
    Pete M. Nicholas              Chief Executive Officer (Principal Executive
                                  Officer)


     DALE A. SPENCER              Director
     Dale A. Spencer



                                      II-4

<PAGE>



                                  EXHIBIT INDEX


Exhibit
Number      Description of Exhibit
------      ----------------------

 4.1        Form of  Indenture;  rights  of  holders  of equity  securities  are
            described in the Company's  Registration Statement on Form 8-A filed
            pursuant to Section 12 of the Exchange Act on April 3, 1992, and any
            amendment  or  report  filed  for  the  purpose  of  updating   such
            description. 
5.1         Legal opinion of Shearman & Sterling.
12.1        Statement of  computation  of ratios of earnings to fixed charges of
            the Company.
23.1        Consent of Ernst & Young LLP, independent auditors.
23.2        Consent of Deloitte & Touche LLP, independent auditors.
23.3        Consent of Price Waterhouse LLP, independent accountants.
23.4        Consent of Arthur Andersen LLP, independent public accountants.
24.1        Power of Attorney (included on the signature page filed herewith).
25.1        Statement of eligibility of trustee.




