<SUBMISSION>
<ACCESSION-NUMBER>0001072613-02-000011
<TYPE>S-8
<PUBLIC-DOCUMENT-COUNT>4
<FILING-DATE>20020107
<EFFECTIVENESS-DATE>20020107
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>BOSTON SCIENTIFIC CORP
<CIK>0000885725
<ASSIGNED-SIC>3841
<IRS-NUMBER>042695240
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>S-8
<ACT>33
<FILE-NUMBER>333-76380
<FILM-NUMBER>2503327
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>ONE BOSTON SCIENTIFIC PL
<CITY>NATICK
<STATE>MA
<ZIP>01760-1537
<PHONE>5086508000
</BUSINESS-ADDRESS>
</FILER>
<DOCUMENT>
<TYPE>S-8
<SEQUENCE>1
<FILENAME>forms-8_10969.txt
<DESCRIPTION>FORM S-8
<TEXT>
     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 7, 2002
                                                 Registration No.  333-_____
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                            -------------------------

                                    FORM S-8

                             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
 incorporation or organization)                        Identification No.)

                           ONE BOSTON SCIENTIFIC PLACE
                        NATICK, MASSACHUSETTS 01760-1537
                                 (508) 650-8000
  -----------------------------------------------------------------------------
  (Address and phone number of principal executive offices, including zip code)

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

             RadioTherapeutics Corporation 1994 Stock Incentive Plan
             -------------------------------------------------------
                           (Full titles of the plans)


                                LAWRENCE J. KNOPF
        VICE PRESIDENT, ASSISTANT SECRETARY AND ASSISTANT GENERAL COUNSEL
                          BOSTON SCIENTIFIC CORPORATION
                           ONE BOSTON SCIENTIFIC PLACE
                        NATICK, MASSACHUSETTS 01760-1537
                                 (508) 650-8000
            ---------------------------------------------------------
            (Name, address and telephone number of agent for service)

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

                         CALCULATION OF REGISTRATION FEE
<TABLE><CAPTION>
=============================================================================================
                                        Proposed maximum   Proposed maximum
Title of securities     Amount to be     offering price        Aggregate        Amount of
  to be registered     registered (1)     per share (2)     offering price   registration fee
====================   ==============   ================   ================  ================
<S>                    <C>              <C>                <C>               <C>
Common Stock, par
value $.01 per share       77,746            $4.38             $340,527          $81.39
=============================================================================================
</TABLE>
<PAGE>


(1)  Represents an aggregate of 77,746 shares of Common Stock, par value $.01
per share (the "COMMON STOCK") of Boston Scientific Corporation (the
"REGISTRANT") available for issuance under the RadioTherapeutics Corporation
1994 Stock Incentive Plan. In addition, this Registration Statement shall also
cover any additional shares of Common Stock which become issuable under the
plans being registered pursuant to this Registration Statement by reason of any
stock dividend, stock split, recapitalization or any other similar transaction
effected without the receipt of consideration which results in an increase in
the number of the Registrant's outstanding shares of Common Stock.

(2)  Pursuant to Rules 457(c) and 457(h) of the Securities Act, the Proposed
Maximum Offering Price Per Share and the Proposed Maximum Aggregate Offering
Price for a total of 77,746 shares of Common Stock subject to currently
outstanding options are based on the per share weighted average exercise price
of the stock options.






































                                  PAGE 1 OF 10

                        EXHIBIT INDEX APPEARS ON PAGE 10
<PAGE>


This Registration Statement registers shares of Common Stock available for
issuance to holders of options under the RadioTherapeutics Corporation 1994
Stock Incentive Plan which were assumed by the Registrant upon the effective
time of a merger of a wholly owned subsidiary of the Registrant with and into
RadioTherapeutics Corporation which took place on December 11, 2001.

















































                                        2
<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS




ITEM 1.  PLAN INFORMATION.*


ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*






































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

*    Information required by Part I to be contained in the Section 10(a)
     prospectus is omitted from this Registration Statement in accordance with
     Rule 428 under the Securities Act and the "Note" to Part I of Form S-8.



                                        3
<PAGE>
                                     PART II


               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents, which have been filed with or furnished to the
Securities and Exchange Commission (the "COMMISSION") by the Registrant are
incorporated herein by reference and made part of this Registration Statement:

         o   our Annual Report on Form 10-K for the fiscal year ended December
             31, 2000 filed on April 2, 2001;
         o   our definitive Proxy Statement filed on April 6, 2001;
         o   our Quarterly Reports on Form 10-Q for the quarters ended March 31,
             2001, June 30, 2001 and September 30, 2001;
         o   our Current Report on Form 8-K filed on February 22, 2001;
         o   our Current Report on Form 8-K filed on May 1, 2001; and
         o   our Registration Statements pursuant to Section 12 of the Exchange
             Act, and any amendment or report filed for the purposes of updating
             any such description.

         In addition, all documents filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities and Exchange Act of 1934 (the
"EXCHANGE ACT") subsequent to the effective date of this Registration Statement,
prior to the filing of a post-effective amendment to this Registration Statement
indicating that all securities offered hereby have been sold or deregistering
all securities then remaining unsold, shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of filing of such
documents. Any statement contained herein or in any document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement 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 modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed to constitute a part of this Registration Statement, except as so
modified or superseded.


ITEM 4.  DESCRIPTION OF SECURITIES.

         Not Applicable.















                                        4
<PAGE>

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Legal matters in connection with the issuance of Common Stock offered
hereby have been passed upon for the Registrant by Lawrence J. Knopf, Vice
President, Assistant Secretary and Assistant General Counsel of the Registrant.
Mr. Knopf holds shares and options to purchase shares of the Registrant's Common
Stock and is compensated by the Registrant as an officer of the Registrant.


ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Generally, Section 145 of the Delaware General Corporation Law (the
"DGCL") empowers a Delaware corporation to indemnify any person for claims
arising against the person for serving as a present or former director, officer,
employee, or agent of the corporation. Indemnity is available only if the person
acted in good faith and in a manner reasonably believed to be in, or not opposed
to, the best interests of the corporation. If the claim is a criminal action,
indemnification may be available only if the person had no reasonable cause to
believe his or her conduct was unlawful. The indemnity may include expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred in connection with the claim.

         A Delaware corporation may also indemnify persons against expenses
(including attorneys' fees) incurred for actions brought by or on behalf of the
corporation subject to the conditions discussed above, except that no
indemnification is permitted in respect of any claim as to which the person
shall have been found to be liable to the corporation unless a court determines
that, in view of all the circumstances of the case, the person is fairly and
reasonably entitled to indemnity. To the extent the person is successful in
defending the claim, the corporation may indemnify the person against expenses
(including attorneys' fees) actually and reasonably incurred. The
indemnification and advancement of expenses provided for in Section 145 is not
exclusive of any other rights to which the person may be entitled under any
By-law, agreement, vote of stockholders or disinterested directors, or
otherwise.

         Section 145 of the DGCL also provides that a corporation may maintain
insurance against liabilities for which indemnification is not expressly
provided by the statute. The Registrant maintains reasonable levels of insurance
against liabilities for indemnification which it may incur under its Certificate
of Incorporation, By-laws and indemnification agreements.

         Article Tenth of the Registrant's Certificate of Incorporation provides
that the Registrant will indemnify, defend and hold harmless directors,
officers, employees and agents of the Registrant to the fullest extent currently
permitted under the DGCL.

         In addition, Article Ninth of the Registrant's Certificate of
Incorporation, as permitted by Section 102(b) of the DGCL, provides that neither
the Registrant nor its stockholders may recover damages from the Registrant's
directors for a breach of their fiduciary duty in the performance of their
duties as directors of the Registrant, unless the breach relates to (i) the
director's duty of loyalty, (ii) acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (iii) unlawful
payments of dividends or unlawful stock repurchases or redemptions as provided
in Section 174 of the DGCL or (iv) any transactions for which the director
derived an improper benefit. The Registrant's By-laws provide for
indemnification of the Registrant's directors, officers, employees and agents on
the terms permitted under Section 145 of the DGCL summarized above.

                                        5
<PAGE>
         The Registrant has entered into indemnification agreements with its
directors and executive officers. These agreements provide rights of
indemnification that are substantially similar to those provided by the
Registrant's Certificate of Incorporation and By-laws. Additionally, the
agreements provide that (i) within thirty days of a written demand for
indemnification, and within five business days of a request for an advance of
expenses, the Registrant shall either make payment or determine that the
relevant standards for indemnification have not been met; (ii) in any action
brought by an indemnitee to enforce the right to indemnification or advances,
the burden of proving that any indemnification or advance is not appropriate
shall be on the Registrant; (iii) neither the timing of the Registrant's
decision whether to indemnify nor any determination by the Registrant shall
create any presumption that the indemnitee has not met the applicable standards;
and (iv) the indemnitee's expenses incurred in bringing an action to recover
expenses under any directors' and officers' liability insurance policies
maintained by the Registrant shall also be indemnified by the Registrant.


ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not Applicable.


ITEM 8.  EXHIBITS.

         See Exhibit Index.


ITEM 9.  UNDERTAKINGS.

         (a)  The undersigned Registrant hereby undertakes:

                    (1) To file, during any period in which offers or sales are
              being made, a post-effective amendment to this registration
              statement 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;

                    (2) That, for the purpose of determining any liability under
              the Securities Act, 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;

                    (3) 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 undersigned Registrant hereby undertakes that, for purposes of
determining liability under the Securities Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act
that is incorporated by reference in this 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 may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Commission such

                                        6
<PAGE>


indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer, or controlling person of the Registrant
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 Registrant 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 and will be governed by the final
adjudication of such issue.














































                                        7
<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-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Natick, The Commonwealth of Massachusetts, on this
7th day of January, 2002.

                                                 BOSTON SCIENTIFIC CORPORATION

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



                                POWER OF ATTORNEY

         We, the undersigned officers and Directors of Boston Scientific
Corporation, hereby severally constitute and appoint Lawrence C. Best, Paul W.
Sandman and Lawrence J. Knopf, and each of them singly, our true and lawful
attorneys with full power to them, and each of them singly, to sign for us and
in our names in the capacities indicated below the Registration Statement on
Form S-8 filed herewith and any and all pre-effective and post-effective
amendments to said Registration Statement, and generally to do all such things
in our names and on our behalf in our capacities as officers and Directors to
enable Boston Scientific Corporation to comply with the provisions of the
Securities Act, and all requirements of the Securities and Exchange Commission,
hereby ratifying and confirming our signatures, as they may be signed by our
said attorneys or any of them, to said Registration Statement and any and all
amendments thereto.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-8 has been signed by the following persons in
the capacities indicated on the 7th day of January, 2002.

      SIGNATURE                            TITLE
      ---------                            -----

/s/ John E. Abele
------------------------            Director, Founder
John E. Abele



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



/s/ Joseph A. Ciffolillo
------------------------            Director
Joseph A. Ciffolillo



                                        8
<PAGE>


/s/ Joel L. Fleishman
------------------------            Director
Joel L. Fleishman



/s/ Marye Anne Fox
------------------------            Director
Marye Anne Fox, Ph.D.



/s/ Ray J. Groves
------------------------            Director
Ray J. Groves



/s/ Lawrence L. Horsch
------------------------            Director
Lawrence L. Horsch



/s/ Ernest Mario, Ph.D.
------------------------            Director
Ernest Mario, Ph.D.



/s/ N.J. Nicholas, Jr.
------------------------            Director
N. J. Nicholas, Jr.



/s/ Peter M. Nicholas
------------------------            Director, Founder and Chairman of the Board
Peter M. Nicholas



/s/ Warren B. Rudman
------------------------            Director
Warren B. Rudman



/s/ James R. Tobin
------------------------            Director, President and Chief Executive
James R. Tobin                      Officer (Principal Executive Officer)







                                        9
<PAGE>

                                  EXHIBIT INDEX




EXHIBIT NO.       DESCRIPTION OF DOCUMENT
-----------       -----------------------
  3.1     Second Restated Certificate of Incorporation of the Registrant, as
          amended (Exhibit 3.1, Annual Report on Form 10-K for the year ended
          December 31, 1993, Exhibit 3.2, Annual Report on Form 10-K for the
          year ended December 31, 1994, and Exhibit 3.3, Annual Report on Form
          10-K for the year ended December 31, 1998, File No. 1-11083).

  3.2     Restated By-laws of the Registrant, incorporated by reference to
          Exhibit 3.2 to the Registration Statement on Form S-1 of the
          Registrant (Reg. No. 33-46980).

  4.1     Specimen certificate representing Boston Scientific Common Stock,
          incorporated by reference to Exhibit 4.1 to the Registration Statement
          on Form S-1 of the Registrant (Reg. No. 33-46980).

 *4.2     RadioTherapeutics Corporation 1994 Stock Incentive Plan.

 *5.1     Opinion and Consent of Assistant General Counsel as to the legality of
          the securities being registered.

*23.1     Consent of Ernst & Young LLP.

 23.2     Consent of Assistant General Counsel (included in Exhibit 5.1).

   24     Powers of Attorney (contained in the signature page of Registration
          Statement).

------------------
*  Filed herewith.


                                       10

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.2
<SEQUENCE>3
<FILENAME>exh4-2_10969.txt
<DESCRIPTION>1994 STOCK INCENTIVE PLAN
<TEXT>
                                                                     EXHIBIT 4.2
                                                                     -----------


                          RADIOTHERAPEUTICS CORPORATION

                            1994 INCENTIVE STOCK PLAN

  1.  Purposes of the Plan. The purposes of this Stock Plan are to attract and
retain the best available personnel for positions of substantial responsibility,
to provide additional incentive to Employees and Consultants of the Company and
its Subsidiaries and to promote the success of the Company's business. Options
granted under the Plan may be incentive stock options (as defined under Section
422 of the Code) or non-statutory stock options, as determined by the
Administrator at the time of grant of an option and subject to the applicable
provisions of Section 422 of the Code, as amended, and the regulations
promulgated thereunder. Stock purchase rights may also be granted under the
Plan.

  2.  Definitions.  As used herein, the following definitions shall apply:

      (a)  "Administrator" means the Board or any of its Committees appointed
pursuant to Section 4 of the Plan.

      (b)  "Board" means the Board of Directors of the Company.

      (c)  "Code" means the Internal Revenue Code of 1986, as amended.

      (d)  "Committee" means a Committee appointed by the Board of Directors in
accordance with Section 4 of the Plan.

      (e)  "Common Stock" means the Common Stock of the Company.

      (f)  "Company" means RadioTherapeutics Corporation, a California
corporation.

      (g)  "Consultant" means any person who is engaged by the Company or any
Parent or Subsidiary to render consulting or advisory services and is
compensated for such services, and any director of the Company whether
compensated for such services or not; provided that if and in the event the
Company registers any class of any equity security pursuant to the Exchange Act,
the term Consultant shall thereafter not include directors who are not
compensated for their services or are paid only a director's fee by the Company.

      (h)  "Continuous Status as an Employee or Consultant" means that the
employment or consulting relationship with the Company or any Parent or
Subsidiary is not interrupted or terminated. Continuous Status as an Employee or
Consultant shall not be considered interrupted in the case of: (i) any leave of
absence approved by the Company, including sick leave, military leave, or any
other personal leave; provided, however, that for purposes of Incentive Stock
Options, no such leave may exceed ninety (90) days, unless reemployment upon the
expiration of such leave is guaranteed by contract (including certain Company
policies) or statute; provided, further, that on the ninety-first (91st) day of
any such leave (where reemployment is not guaranteed by contract or statute) the
Optionee's Incentive Stock Option shall cease to be treated as an Incentive
<PAGE>
Stock Option and will be treated for tax purposes as a Nonstatutory Stock
Option; or (ii) transfers between locations of the Company or between the
Company, its Parent, its Subsidiaries or its successor.

      (i)  "Employee" means any person, including officers and directors,
employed by the Company or any Parent or Subsidiary of the Company. The payment
of a director's fee by the Company shall not be sufficient to constitute
"employment" by the Company.

      (j)  "Exchange Act" means the Securities Exchange Act of 1934, as amended.

      (k)  "Fair Market Value" means, as of any date, the value of Common Stock
determined as follows:

           (i)   If the Common Stock is listed on any established stock exchange
or a national market system, including without limitation the Nasdaq National
Market of the National Association of Securities Dealers, Inc. Automated
Quotation ("NASDAQ") System, its Fair Market Value shall be the closing sales
price for such stock (or the closing bid, if no sales were reported, as quoted
on such exchange or system for the last market trading day prior to the time of
determination) as reported in THE WALL STREET JOURNAL or such other source as
the Administrator deems reliable;

           (ii)  If the Common Stock is quoted on the NASDAQ System (but not on
the Nasdaq National Market thereof) or regularly quoted by a recognized
securities dealer but selling prices are not reported, its Fair Market Value
shall be the mean between the high bid and low asked prices for the Common Stock
on the last market trading day prior to the day of determination, or;

           (iii) In the absence of an established market for the Common Stock,
the Fair Market Value thereof shall be determined in good faith by the
Administrator.

      (l)  "Incentive Stock Option" means an Option intended to qualify as an
incentive stock option within the meaning of Section 422 of the Code.

      (m)  "Nonstatutory Stock Option" means an Option not intended to qualify
as an Incentive Stock Option.

      (n)  "Officer" means a person who is an officer of the Company within the
meaning of Section 16 of the Exchange Act and the rules and regulations
promulgated thereunder.

      (o)  "Option" means a stock option granted pursuant to the Plan.

      (p)  "Optioned Stock" means the Common Stock subject to an Option or a
Stock Purchase Right.

      (q)  "Optionee" means an Employee or Consultant who receives an Option or
Stock Purchase Right.
                                       -2-
<PAGE>
      (r)  "Parent" means a "parent corporation", whether now or hereafter
existing, as defined in Section 424(e) of the Code.

      (s)  "Plan" means this 1994 Incentive Stock Plan.

      (t)  "Restricted Stock" means shares of Common Stock acquired pursuant to
a grant of a Stock Purchase Right under Section 11 below.

      (u)  "Share" means a share of the Common Stock, as adjusted in accordance
with Section 12 below.

      (v)  "Stock Purchase Right" means the right to purchase Common Stock
pursuant to Section 11 below.

      (w)  "Subsidiary" means a "subsidiary corporation", whether now or
hereafter existing, as defined in Section 424(f) of the Code.

  3.  Stock Subject to the Plan. Subject to the provisions of Section 12 of the
Plan, the maximum aggregate number of shares which may be optioned and sold
under the Plan is 4,000,000 shares of Common Stock. The shares may be
authorized, but unissued, or reacquired Common Stock.

  If an Option or Stock Purchase Right should expire or become unexercisable for
any reason without having been exercised in full, the unpurchased Shares which
were subject thereto shall, unless the Plan shall have been terminated, become
available for future grant under the Plan.

  4.  Administration of the Plan.

      (a)  Initial Plan Procedure. Prior to the date, if any, upon which the
Company becomes subject to the Exchange Act, the Plan shall be administered by
the Board or a committee appointed by the Board.

      (b)  Plan Procedure After the Date, if any, upon Which the Company becomes
Subject to the Exchange Act.

           (i)   Administration With Respect to Directors and Officers. With
respect to grants of Options or Stock Purchase Rights to Employees who are also
officers or directors of the Company, the Plan shall be administered by (A) the
Board if the Board may administer the Plan in compliance with Rule 16b-3
promulgated under the Exchange Act or any successor thereto ("Rule 16b-3") with
respect to a plan intended to qualify thereunder as a discretionary plan, or (B)
a committee designated by the Board to administer the Plan, which committee
shall be constituted in such a manner as to permit the Plan to comply with Rule
16b-3 with respect to a plan intended to qualify thereunder as a discretionary
plan. Once appointed, such Committee shall continue to serve in its designated
capacity until otherwise directed by the Board. From time to time the Board may
increase the size of the Committee and appoint additional members thereof,
remove members (with or without cause) and appoint new members in substitution
therefor, fill vacancies, however caused,

                                       -3-
<PAGE>
and remove all members of the Committee and thereafter directly administer the
Plan, all to the extent permitted by Rule 16b-3 with respect to a plan intended
to qualify thereunder as a discretionary plan.

           (ii)  Multiple Administrative Bodies. If permitted by Rule 16b-3, the
Plan may be administered by different bodies with respect to directors,
non-director officers and Employees who are neither directors nor officers.

           (iii) Administration With Respect to Consultants and Other Employees.
With respect to grants of Options or Stock Purchase Rights to Employees or
Consultants who are neither directors nor officers of the Company, the Plan
shall be administered by (A) the Board or (B) a committee designated by the
Board, which committee shall be constituted in such a manner as to satisfy the
legal requirements relating to the administration of incentive stock option
plans, if any, of California corporate and securities laws, of the Code, and of
any applicable stock exchange (the "Applicable Laws"). Once appointed, such
Committee shall continue to serve in its designated capacity until otherwise
directed by the Board. From time to time the Board may increase the size of the
Committee and appoint additional members thereof, remove members (with or
without cause) and appoint new members in substitution therefor, fill vacancies,
however caused, and remove all members of the Committee and thereafter directly
administer the Plan, all to the extent permitted by the Applicable Laws.

      (c)  Powers of the Administrator. Subject to the provisions of the Plan
and, in the case of a Committee, the specific duties delegated by the Board to
such Committee, and subject to the approval of any relevant authorities,
including the approval, if required, of any stock exchange upon which the Common
Stock is listed, the Administrator shall have the authority, in its discretion:

           (i)   to determine the Fair Market Value of the Common Stock, in
accordance with Section 2(k) of the Plan;

           (ii)  to select the Consultants and Employees to whom Options and
Stock Purchase Rights may from time to time be granted hereunder;

           (iii) to determine whether and to what extent Options and Stock
Purchase Rights or any combination thereof are granted hereunder;

           (iv)  to determine the number of shares of Common Stock to be covered
by each such award granted hereunder;

           (v)   to approve forms of agreement for use under the Plan;

           (vi)  to determine the terms and conditions of any award granted
hereunder;

           (vii) to determine whether and under what circumstances an Option may
be settled in cash under subsection 9(f) instead of Common Stock;

                                       -4-
<PAGE>
           (viii) to reduce the exercise price of any Option to the then current
Fair Market Value if the Fair Market Value of the Common Stock covered by such
Option shall have declined since the date the Option was granted;

           (ix)  to determine the terms and restrictions applicable to Stock
Purchase Rights and the Restricted Stock purchased by exercising such Stock
Purchase Rights; and

           (x)   to construe and interpret the terms of the Plan and awards
granted pursuant to the Plan.

      (d)  Effect of Administrator's Decision. All decisions, determinations and
interpretations of the Administrator shall be final and binding on all Optionees
and any other holders of any Options or Stock Purchase Rights.

  5.  Eligibility.

      (a)  Nonstatutory Stock Options and Stock Purchase Rights may be granted
to Employees and Consultants. Incentive Stock Options may be granted only to
Employees. An Employee or Consultant who has been granted an Option or Stock
Purchase Right may, if otherwise eligible, be granted additional Options or
Stock Purchase Rights.

      (b)  Each Option shall be designated in the written option agreement as
either an Incentive Stock Option or a Nonstatutory Stock Option. However,
notwithstanding such designations, to the extent that the aggregate Fair Market
Value:

           (i)   of Shares subject to an Optionee's Incentive Stock Options
granted by the Company, any Parent or Subsidiary, which

           (ii)  become exercisable for the first time during any calendar year
(under all plans of the Company or any Parent or Subsidiary)

  exceeds $100,000, such excess Options shall be treated as Nonstatutory Stock
Options. For purposes of this Section 5(b), Incentive Stock Options shall be
taken into account in the order in which they were granted, and the Fair Market
Value of the Shares shall be determined as of the time the Option with respect
to such Shares is granted.

      (c)  The Plan shall not confer upon any Optionee any right with respect to
continuation of employment relationship with the Company, nor shall it interfere
in any way with his or her right or the Company's right to terminate his or her
employment relationship at any time, with or without cause.

      (d)  Upon the Company or a successor corporation issuing any class of
common equity securities required to be registered under Section 12 of the
Exchange Act or upon the Plan being assumed by a corporation having a class of
common equity securities required to be registered under Section 12 of the
Exchange Act, the following limitations shall apply to grants of Options and
Stock Purchase Rights to Employees:

                                       -5-
<PAGE>

           (i)  No Employee shall be granted, in any fiscal year of the Company,
Options and Stock Purchase Rights to purchase more than 500,000 Shares.

           (ii) The foregoing limitations shall be adjusted proportionately in
connection with any change in the Company's capitalization as described in
Section 12.

           (iii) If an Option or Stock Purchase Right is canceled in the same
fiscal year of the Company in which it was granted (other than in connection
with a transaction described in Section 12), the canceled Option will be counted
against the limit set forth in Section 5(d)(i). For this purpose, if the
exercise price of an Option is reduced, the transaction will be treated as a
cancellation of the Option and the grant of a new Option.

  6.  Term of Plan. The Plan shall become effective upon the earlier to occur of
its adoption by the Board of Directors or its approval by the shareholders of
the Company, as described in Section 18 of the Plan. It shall continue in effect
for a term of ten (10) years unless sooner terminated under Section 14 of the
Plan.

  7.  Term of Option. The term of each Option shall be the term stated in the
Option Agreement; provided, however, that the term shall be no more than ten
(10) years from the date of grant thereof. However, in the case of an Incentive
Stock Option granted to an Optionee who, at the time the Option is granted, owns
stock representing more than ten percent (10%) of the voting power of all
classes of stock of the Company or any Parent or Subsidiary, the term of the
Option shall be five (5) years from the date of grant thereof or such shorter
term as may be provided in the Option Agreement.

  8.  Option Exercise Price and Consideration.

      (a)  The per share exercise price for the Shares to be issued pursuant to
exercise of an Option shall be such price as is determined by the Board, but
shall be subject to the following:

           (i)   In the case of an Incentive Stock Option

                 (1) granted to an Employee who, at the time of the grant of
such Incentive Stock Option, owns stock representing more than ten percent (10%)
of the voting power of all classes of stock of the Company or any Parent or
Subsidiary, the per Share exercise price shall be no less than 110% of the Fair
Market Value per Share on the date of grant.

                 (2) granted to any Employee other than an Employee described in
the preceding paragraph, the per Share exercise price shall be no less than 100%
of the Fair Market Value per Share on the date of grant.

           (ii)  In the case of a Nonstatutory Stock Option

                 (1) granted to a person who, at the time of the grant of such
Option, owns stock representing more than ten percent (10%) of the voting power


                                       -6-
<PAGE>
of all classes of stock of the Company or any Parent or Subsidiary, the per
Share exercise price shall be no less than 110% of the Fair Market Value per
Share on the date of the grant.

                 (2) granted to any person, the per Share exercise price shall
be no less than 85% of the Fair Market Value per Share on the date of grant.

      (b)  The consideration to be paid for the Shares to be issued upon
exercise of an Option, including the method of payment, shall be determined by
the Administrator (and, in the case of an Incentive Stock Option, shall be
determined at the time of grant) and may consist entirely of (1) cash, (2)
check, (3) promissory note, (4) other Shares which (x) in the case of Shares
acquired upon exercise of an Option, have been owned by the Optionee for more
than six months on the date of surrender, and (y) have a Fair Market Value on
the date of surrender equal to the aggregate exercise price of the Shares as to
which said Option shall be exercised, (5) delivery of a properly executed
exercise notice together with such other documentation as the Administrator and
the broker, if applicable, shall require to effect an exercise of the Option and
delivery to the Company of the sale or loan proceeds required to pay the
exercise price, or (6) any combination of the foregoing methods of payment. In
making its determination as to the type of consideration to accept, the Board
shall consider if acceptance of such consideration may be reasonably expected to
benefit the Company.

  9.  Exercise of Option.

      (a)  Procedure for Exercise; Rights as a Shareholder. Any Option granted
hereunder shall be exercisable at such times and under such conditions as
determined by the Board, including performance criteria with respect to the
Company and/or the Optionee, and as shall be permissible under the terms of the
Plan.

  An Option may not be exercised for a fraction of a Share.

  An Option shall be deemed to be exercised when written notice of such exercise
has been given to the Company in accordance with the terms of the Option by the
person entitled to exercise the Option and full payment for the Shares with
respect to which the Option is exercised has been received by the Company. Full
payment may, as authorized by the Board, consist of any consideration and method
of payment allowable under Section 8(b) of the Plan. Until the issuance (as
evidenced by the appropriate entry on the books of the Company or of a duly
authorized transfer agent of the Company) of the stock certificate evidencing
such Shares, no right to vote or receive dividends or any other rights as a
shareholder shall exist with respect to the Optioned Stock, notwithstanding the
exercise of the Option. The Company shall issue (or cause to be issued) such
stock certificate promptly upon exercise of the Option. No adjustment will be
made for a dividend or other right for which the record date is prior to the
date the stock certificate is issued, except as provided in Section 12 of the
Plan.

  Exercise of an Option in any manner shall result in a decrease in the number
of Shares which thereafter may be available, both for purposes of the Plan and
for sale under the Option, by the number of Shares as to which the Option is
exercised.

                                       -7-
<PAGE>
      (b)  Termination of Employment or Consulting Relationship. In the event of
termination of an Optionee's Continuous Status as an Employee or Consultant with
the Company (but not in the event of an Optionee's change of status from
Employee to Consultant (in which case an Employee's Incentive Stock Option shall
automatically convert to a Nonstatutory Stock Option on the ninety-first (91st)
day following such change of status) or from Consultant to Employee), such
Optionee may, but only within such period of time as is determined by the
Administrator, of at least thirty (30) days, with such determination in the case
of an Incentive Stock Option not exceeding three (3) months after the date of
such termination (but in no event later than the expiration date of the term of
such Option as set forth in the Option Agreement), exercise his or her Option to
the extent that Optionee was entitled to exercise it at the date of such
termination. To the extent that Optionee was not entitled to exercise the Option
at the date of such termination, or if Optionee does not exercise such Option to
the extent so entitled within the time specified herein, the Option shall
terminate.

      (c)   Disability of Optionee. In the event of termination of an Optionee's
consulting relationship or Continuous Status as an Employee as a result of his
or her disability, Optionee may, but only within six (6) months from the date of
such termination (and in no event later than the expiration date of the term of
such Option as set forth in the Option Agreement), exercise the Option to the
extent otherwise entitled to exercise it at the date of such termination;
provided, however, that if such disability is not a "disability" as such term is
defined in Section 22(e)(3) of the Code, in the case of an Incentive Stock
Option such Incentive Stock Option shall automatically convert to a Nonstatutory
Stock Option on the day three months and one day following such termination. To
the extent that Optionee was not entitled to exercise the Option at the date of
termination, or if Optionee does not exercise such Option to the extent so
entitled within the time specified herein, the Option shall terminate, and the
Shares covered by such Option shall revert to the Plan.

      (d)  Death of Optionee. In the event of the death of an Optionee, the
Option may be exercised at any time within twelve (12) months following the date
of death (but in no event later than the expiration of the term of such Option
as set forth in the Notice of Grant), by the Optionee's estate or by a person
who acquired the right to exercise the Option by bequest or inheritance, but
only to the extent that the Optionee was entitled to exercise the Option at the
date of death. If, at the time of death, the Optionee was not entitled to
exercise his or her entire Option, the Shares covered by the unexercisable
portion of the Option shall immediately revert to the Plan. If, after death, the
Optionee's estate or a person who acquired the right to exercise the Option by
bequest or inheritance does not exercise the Option within the time specified
herein, the Option shall terminate, and the Shares covered by such Option shall
revert to the Plan.

      (e)  Rule 16b-3. Options granted to persons subject to Section 16(b) of
the Exchange Act must comply with Rule 16b-3 and shall contain such additional
conditions or restrictions as may be required thereunder to qualify for the
maximum exemption from Section 16 of the Exchange Act with respect to Plan
transactions.

      (f)  Buyout Provisions. The Administrator may at any time offer to buy out
for a payment in cash or Shares, an Option previously granted, based on such
terms and conditions as the Administrator shall establish and communicate to the
Optionee at the time that such offer is made.

                                       -8-
<PAGE>

  10. Non-Transferability of Options and Stock Purchase Rights. Options and
Stock Purchase Rights may not be sold, pledged, assigned, hypothecated,
transferred, or disposed of in any manner other than by will or by the laws of
descent or distribution and may be exercised, during the lifetime of the
Optionee, only by the Optionee.

  11. Stock Purchase Rights.

      (a)  Rights to Purchase. Stock Purchase Rights may be issued either alone,
in addition to, or in tandem with other awards granted under the Plan and/or
cash awards made outside of the Plan. After the Administrator determines that it
will offer Stock Purchase Rights under the Plan, it shall advise the offeree in
writing of the terms, conditions and restrictions related to the offer,
including the number of Shares that such person shall be entitled to purchase,
the price to be paid, and the time within which such person must accept such
offer, which shall in no event exceed thirty (30) days from the date upon which
the Administrator made the determination to grant the Stock Purchase Right. The
offer shall be accepted by execution of a Restricted Stock purchase agreement in
the form determined by the Administrator. Shares purchased pursuant to the grant
of a Stock Purchase Right shall be referred to herein as "Restricted Stock."

      (b)  Repurchase Option. Unless the Administrator determines otherwise, the
Restricted Stock purchase agreement shall grant the Company a repurchase option
exercisable upon the voluntary or involuntary termination of the purchaser's
employment with the Company for any reason (including death or Disability). The
purchase price for Shares repurchased pursuant to the Restricted Stock purchase
agreement shall be the original price paid by the purchaser and may be paid by
cancellation of any indebtedness of the purchaser to the Company. The repurchase
option shall lapse at such rate as the Administrator may determine, but at a
minimum rate of 20% per year.

      (c)  Other Provisions. The Restricted Stock purchase agreement shall
contain such other terms, provisions and conditions not inconsistent with the
Plan as may be determined by the Administrator in its sole discretion. In
addition, the provisions of Restricted Stock purchase agreements need not be the
same with respect to each purchaser.

      (d)  Rights as a Shareholder. Once the Stock Purchase Right is exercised,
the purchaser shall have the rights equivalent to those of a shareholder, and
shall be a shareholder when his or her purchase is entered upon the records of
the duly authorized transfer agent of the Company. No adjustment will be made
for a dividend or other right for which the record date is prior to the date the
Stock Purchase Right is exercised, except as provided in Section 12 of the Plan.

  12. Adjustments Upon Changes in Capitalization or Merger.

      (a)  Changes in Capitalization. Subject to any required action by the
shareholders of the Company, the number of shares of Common Stock covered by
each outstanding Option or Stock Purchase Right, and the number of shares of
Common Stock which have been authorized for issuance under the Plan but as to
which no Options or Stock Purchase Rights have yet been granted or which have
been returned to the Plan upon cancellation or expiration of an Option or Stock
Purchase Right, as well as the price per share of Common Stock covered by each

                                       -9-
<PAGE>
such outstanding Option or Stock Purchase Right, shall be proportionately
adjusted for any increase or decrease in the number of issued shares of Common
Stock resulting from a stock split, reverse stock split, stock dividend,
combination or reclassification of the Common Stock, or any other increase or
decrease in the number of issued shares of Common Stock effected without receipt
of consideration by the Company; provided, however, that conversion of any
convertible securities of the Company shall not be deemed to have been "effected
without receipt of consideration." Such adjustment shall be made by the Board,
whose determination in that respect shall be final, binding and conclusive.
Except as expressly provided herein, no issuance by the Company of shares of
stock of any class, or securities convertible into shares of stock of any class,
shall affect, and no adjustment by reason thereof shall be made with respect to,
the number or price of shares of Common Stock subject to an Option or Stock
Purchase Right.

      (b)  Dissolution or Liquidation. In the event of the proposed dissolution
or liquidation of the Company, the Board shall notify the Optionee at least
fifteen (15) days prior to such proposed action. To the extent it has not been
previously exercised, the Option or Stock Purchase Right will terminate
immediately prior to the consummation of such proposed action.

      (c)  Merger. In the event of a merger of the Company with or into another
corporation, each outstanding Option or Stock Purchase Right shall be assumed or
an equivalent option or right shall be substituted by such successor corporation
or a parent or subsidiary of such successor corporation. If, in such event, the
Option or Stock Purchase Right is not assumed or substituted, the Option or
Stock Purchase Right shall terminate as of the date of the closing of the
merger. For the purposes of this paragraph, the Option or Stock Purchase Right
shall be considered assumed if, following the merger, the option or right
confers the right to purchase, for each Share of Optioned Stock subject to the
Option or Stock Purchase Right immediately prior to the merger, the
consideration (whether stock, cash, or other securities or property) received in
the merger by holders of Common Stock for each Share held on the effective date
of the transaction (and if holders were offered a choice of consideration, the
type of consideration chosen by the holders of a majority of the outstanding
Shares); provided, however, that if such consideration received in the merger
was not solely common stock of the successor corporation or its Parent, the
Administrator may, with the consent of the successor corporation, provide for
the consideration to be received upon the exercise of the Option or Stock
Purchase Right, for each Share of Optioned Stock subject to the Option or Stock
Purchase Right, to be solely common stock of the successor corporation or its
Parent equal in fair market value to the per share consideration received by
holders of Common Stock in the merger.

  13. Time of Granting Options and Stock Purchase Rights. The date of grant of
an Option or Stock Purchase Right shall, for all purposes, be the date on which
the Administrator makes the determination granting such Option or Stock Purchase
Right, or such other date as is determined by the Board. Notice of the
determination shall be given to each Employee or Consultant to whom an Option or
Stock Purchase Right is so granted within a reasonable time after the date of
such grant.

  14. Amendment and Termination of the Plan.

      (a)  Amendment and Termination. The Board may at any time amend, alter,
suspend or discontinue the Plan, but no amendment, alteration, suspension or
discontinuation shall

                                      -10-
<PAGE>
be made which would impair the rights of any Optionee under any grant
theretofore made, without his or her consent. In addition, to the extent
necessary and desirable to comply with Rule 16b-3 under the Exchange Act or with
Section 422 of the Code (or any other applicable law or regulation, including
the requirements of the National Association of Securities Dealers, Inc. or an
established stock exchange), the Company shall obtain shareholder approval of
any Plan amendment in such a manner and to such a degree as required.

      (b)  Effect of Amendment or Termination. Any such amendment or termination
of the Plan shall not affect Options or Stock Purchase Rights already granted,
and such Options and Stock Purchase Rights shall remain in full force and effect
as if this Plan had not been amended or terminated, unless mutually agreed
otherwise between the Optionee and the Board, which agreement must be in writing
and signed by the Optionee and the Company.

  15. Conditions Upon Issuance of Shares. Shares shall not be issued pursuant to
the exercise of an Option or Stock Purchase Right unless the exercise of such
Option or Stock Purchase Right and the issuance and delivery of such Shares
pursuant thereto shall comply with all relevant provisions of law, including,
without limitation, the Securities Act of 1933, as amended, the Exchange Act,
the rules and regulations promulgated thereunder, and the requirements of any
stock exchange upon which the Shares may then be listed, and shall be further
subject to the approval of counsel for the Company with respect to such
compliance.

  As a condition to the exercise of an Option or Stock Purchase Right, the
Company may require the person exercising such Option or Stock Purchase Right to
represent and warrant at the time of any such exercise that the Shares are being
purchased only for investment and without any present intention to sell or
distribute such Shares if, in the opinion of counsel for the Company, such a
representation is required by any of the aforementioned relevant provisions of
law.

  16. Reservation of Shares.  The Company, during the term of this Plan, will at
all times reserve and keep available such number of Shares as shall be
sufficient to satisfy the requirements of the Plan.

  The inability of the Company to obtain authority from any regulatory body
having jurisdiction, which authority is deemed by the Company's counsel to be
necessary to the lawful issuance and sale of any Shares hereunder, shall relieve
the Company of any liability in respect of the failure to issue or sell such
Shares as to which such requisite authority shall not have been obtained.

  17. Agreements. Options and Stock Purchase Rights shall be evidenced by
written agreements in such form as the Board shall approve from time to time.

  18. Shareholder Approval. Continuance of the Plan shall be subject to approval
by the shareholders of the Company within twelve (12) months before or after the
date the Plan is adopted. Such shareholder approval shall be obtained in the
degree and manner required under applicable state and federal law and the rules
of any stock exchange upon which the Common Stock is listed.


                                      -11-
<PAGE>

  19. Information to Optionees and Purchasers. The Company shall provide to each
Optionee and to each individual who acquired Shares pursuant to the Plan, not
less frequently than annually during the period such Optionee or purchaser has
one or more Options or Stock Purchase Rights outstanding, and, in the case of an
individual who acquired Shares pursuant to the Plan, during the period such
individual owns such Shares, copies of annual financial statements. The Company
shall not be required to provide such statements to key employees whose duties
in connection with the Company assure their access to equivalent information.































                                      -12-

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5.1
<SEQUENCE>4
<FILENAME>exh5-1_10969.txt
<DESCRIPTION>OPINION & CONSENT OF BINGHAM DANA LLP
<TEXT>
                                                                     EXHIBIT 5.1
                                                                     -----------



                                                      January 7, 2002


Boston Scientific Corporation
One Boston Scientific Place
Natick, MA 01760-1537

         RE:  BOSTON SCIENTIFIC CORPORATION
              RADIOTHERAPEUTICS CORPORATION 1994 STOCK INCENTIVE PLAN

Gentlemen:

         This opinion is furnished in connection with the registration, pursuant
to a Registration Statement on Form S-8 under the Securities Act of 1933, as
amended (the "Act"), to be filed with the Securities and Exchange Commission on
or about January 7, 2002 (the "Registration Statement"), of 77,746 shares (the
"Shares") of the Common Stock, par value $.01 per share (the "Common Stock"), of
Boston Scientific Corporation, a Delaware corporation (the "Company"), which
have been or will be issued upon exercise of stock options assumed by the
Company (the "Assumed Options") in connection with the acquisition of all of the
issued and outstanding capital stock of RadioTherapeutics Corporation ("RTC")
pursuant to the terms of the Agreement and Plan of Merger, dated as of November
7, 2001, by and among the Company, RTC and UFO Merger Corp.

         The Assumed Options were originally granted to employees, consultants
and directors under RTC's 1994 Stock Incentive Plan (the "RTC Plan") and are
exercisable upon the same terms and conditions as provided in the RTC Plan,
except that the Assumed Options are exercisable for shares of the Company's
common stock and except to the extent the Assumed Options were otherwise changed
or modified in connection with the acquisition of RTC.

         I have acted as counsel to the Company in connection with the foregoing
registration of the Shares. I or attorneys in my office have examined and relied
upon the originals or copies, certified or otherwise identified to our
satisfaction, of such records, instruments, certificates, memoranda and other
documents as we have deemed necessary

<PAGE>
Boston Scientific Corporation
January 7, 2002
Page -2-


or advisable for purposes of this opinion and have assumed, without independent
inquiry, the accuracy of those documents. In that examination, we have assumed
the genuineness of all signatures, the conformity to the originals of all
documents reviewed by me or by attorneys in my office as copies, the
authenticity and completeness of all original documents reviewed by me or by
attorneys in my office in original or copy form and the legal competence of each
individual executing such documents. I have further assumed that all Assumed
Options and shares granted under the RTC Plan were validly granted in accordance
with the terms of the RTC Plan and that all Shares to be issued upon exercise of
such options will be issued in accordance with such options and the RTC Plan.

         This opinion is limited solely to the Delaware General Corporation Law,
as applied by the courts located in Delaware, the applicable provisions of the
Delaware Constitution and the reported judicial decisions interpreting those
laws.

         Based upon the foregoing, I am of the opinion that, upon the issuance
and delivery of the shares in accordance with the terms of such options and the
RTC Plan, and as described in the Registration Statement, the Shares will be
legally issued, fully paid and non-assessable shares of the Company's Common
Stock.

         I consent to the filing of a copy of this opinion as an exhibit to the
Registration Statement.

                                            Very truly yours,


                                            /s/ Lawrence J. Knopf
                                            -----------------------------------
                                            Lawrence J. Knopf
                                            Vice President, Assistant Secretary
                                            and Assistant General Counsel

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.1
<SEQUENCE>5
<FILENAME>exh23-1_10969.txt
<DESCRIPTION>CONSENT OF ERNST & YOUNG
<TEXT>
                                                                    EXHIBIT 23.1
                                                                    ------------




                         Consent of Independent Auditors

We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the Boston Scientific Corporation-RadioTherapeutics 1994
Stock Incentive Plan of our report dated February 1, 2001, with respect to the
consolidated financial statements of Boston Scientific Corporation incorporated
by reference in its Annual Report (Form 10-K) for the year ended December 31,
2000 and of our report dated March 27, 2001 with respect to the financial
statement schedule included therein, filed with the Securities and Exchange
Commission.




                                                           /s/ Ernst & Young LLP

Boston, Massachusetts
December 28, 2001

</TEXT>
</DOCUMENT>
</SUBMISSION>
