<SUBMISSION>
<ACCESSION-NUMBER>0001072613-02-000008
<TYPE>S-3
<PUBLIC-DOCUMENT-COUNT>3
<FILING-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-3
<ACT>33
<FILE-NUMBER>333-76346
<FILM-NUMBER>2502507
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>ONE BOSTON SCIENTIFIC PL
<CITY>NATICK
<STATE>MA
<ZIP>01760-1537
<PHONE>5086508000
</BUSINESS-ADDRESS>
</FILER>
<DOCUMENT>
<TYPE>S-3
<SEQUENCE>1
<FILENAME>forms-3_10968.txt
<DESCRIPTION>FORM S-3
<TEXT>
     As filed with the Securities and Exchange Commission on January 4, 2002
                                                 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
         --------------------------------------------------------------
         (State or other jurisdiction of incorporation or organization)


                                   04-2695240
                       ----------------------------------
                      (I.R.S. Employer Identification No.)

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


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

                                    Copy to:
                             Johan V. Brigham, Esq.
                                Bingham Dana LLP
                               150 Federal Street
                                Boston, MA 02110
                                 (617) 951-8000
                                   -----------

        APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:

        AS SOON AS PRACTICABLE AFTER THIS REGISTRATION STATEMENT BECOMES
EFFECTIVE AND FROM TIME TO TIME THEREAFTER.

                                   -----------

        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 to be 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, 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
   TITLE OF EACH CLASS OF    AMOUNT TO BE   OFFERING PRICE   AGGREGATE OFFERING     AMOUNT OF
SECURITIES TO BE REGISTERED   REGISTERED    PER SHARE (1)        PRICE (1)       REGISTRATION FEE
---------------------------  ------------  ----------------  ------------------  ----------------
<S>                          <C>           <C>               <C>                 <C>
Common Stock, $0.01 par
value per share.                925,862        $22.36           $20,702,274          $4,948
===========================  ============  ================  ==================  ================
</TABLE>

(1) Estimated solely for the purpose of calculating the amount of the
registration fee, based on the average of the high and low prices for the
Company's common stock as reported on the New York Stock Exchange on January 3,
2002 in accordance with Rule 457(c) under the Securities Act of 1933.


                                   -----------

     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 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 SECTION 8(a), MAY
DETERMINE.
<PAGE>

The information contained in this prospectus is not complete and may be changed.
We may not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell securities, and we are not soliciting offers to buy these securities in
any state where the offer or sale is not permitted.


                  SUBJECT TO COMPLETION, DATED JANUARY 4, 2002

PROSPECTUS
----------

                                 925,862 Shares

                          BOSTON SCIENTIFIC CORPORATION

                                  Common Stock

                                   -----------

         Selling stockholders identified in this prospectus may sell up to
925,862 shares of common stock of Boston Scientific Corporation. All of the
selling stockholders received the shares being offered through our acquisition
of RadioTherapeutics Corporation. BSC will not receive any of the proceeds from
the sale of shares by the selling stockholders. BSC's common stock is listed on
the New York Stock Exchange under the symbol "BSX". On January 3, 2002 the last
sale price of the common stock, as reported on the NYSE, was $22.21 per share.
When used in this Prospectus, the term "selling stockholder" includes donees,
transferees, pledgees and other successors in interest.

                                   -----------

              Investing in the common stock of BSC involves a high
                      degree of risk. See "Forward Looking
                        Statements" beginning on page 3.

                                   -----------

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OR PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

                                   -----------

         The selling stockholders may sell all or a portion of their shares of
common stock described in this prospectus through one or more in public or
private transactions, including underwritten transactions, on or off the New
York Stock Exchange, at prevailing market prices, or at privately negotiated
prices. The selling stockholders may sell shares directly to purchasers or
through brokers or dealers or an underwritten offering. Brokers, dealers or
underwriters may receive compensation in the form of discounts, concessions or
commissions from the selling stockholders. More information is provided in the
section titled "Plan of Distribution."





                 The date of this Prospectus is [______], 2002.
<PAGE>

                                TABLE OF CONTENTS



                                                                  Page
                                                                  ----
Where You Can Find More Information................................ 2
Incorporation Of Certain Documents By Reference.................... 2
Forward-Looking Statements......................................... 4
The Company........................................................ 6
Use of Proceeds.................................................... 6
Selling Stockholders............................................... 7
Plan of Distribution...............................................12
Legal Matters......................................................12
Experts............................................................13


                      WHERE YOU CAN FIND MORE INFORMATION

         We file reports, proxy statements and other information with the
Securities and Exchange Commission. You may read and copy any document we file
at:
      o  the Public Reference Room of the SEC, 450 Fifth Street, N.W.,
         Washington, DC 20549; and

      o  the public reference facilities at the SEC's regional office located at
         500 West Madison Street, Suite 1400, Chicago, Illinois 60661.

         You can also obtain copies of any documents we file at prescribed rates
by writing to the Public Reference Section of the SEC at 450 Fifth Street, N.W.,
Washington, D.C., 20549. Please call the SEC at 1-800-SEC-0330 for further
information on the public reference rooms. Our SEC filings are also available to
the public from the SEC's Website at http://www.sec.gov. Reports and other
information concerning us can also be inspected at the offices of the New York
Stock Exchange, 20 Broad Street, New York, New York 10005.

         We have filed with the SEC a registration statement on Form S-3
(together with any amendments or supplements thereto, the "Registration
Statement") under the Securities Act covering the shares of common stock offered
hereby. As permitted by the SEC, this prospectus, which constitutes a part of
the Registration Statement, does not contain all the information included in the
Registration Statement. Such additional information may be obtained from the
locations described above. Statements contained in this prospectus as to the
contents of any document are not necessarily complete. You should refer to the
document for all the details.

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The SEC allows us to incorporate by reference the information we file
with them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
considered to be part of this prospectus, and information that we file later
with the SEC will automatically update and supersede this information. We
incorporate by reference the documents listed below and any future filings we
will make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934, before the registration statement, of which
this prospectus is a part, is withdrawn or all of the shares of common stock
registered hereunder have been sold:

      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.

                                       2
<PAGE>

         You may request a copy of these filings, without exhibits, at no cost,
by writing or telephoning Investor Relations at the following address:


                           Boston Scientific Corporation.
                           One Boston Scientific Place
                           Natick, Massachusetts 01760-1537
                           Attention: Investor Relations
                           (508) 650-8555


YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS PROSPECTUS (INCLUDING
THE INFORMATION INCORPORATED BY REFERENCE IN THIS PROSPECTUS). WE HAVE NOT
AUTHORIZED ANYONE TO PROVIDE YOU WITH INFORMATION DIFFERENT FROM THAT CONTAINED
IN THIS PROSPECTUS. THE SELLING STOCKHOLDERS WILL OFFER TO SELL, AND SEEK OFFERS
TO BUY, SHARES OF COMMON STOCK ONLY IN JURISDICTIONS WHERE OFFERS AND SALES ARE
PERMITTED. THE INFORMATION CONTAINED IN THIS PROSPECTUS IS ACCURATE ONLY AS OF
THE DATE OF THIS PROSPECTUS, REGARDLESS OF THE TIME OF DELIVERY OF THIS
PROSPECTUS OR OF ANY SALE OF OUR COMMON STOCK. IN THIS PROSPECTUS, "BOSTON
SCIENTIFIC," "WE," "US" AND "OUR" REFERS TO BOSTON SCIENTIFIC CORPORATION
(UNLESS THE CONTEXT OTHERWISE REQUIRES).









                                       3
<PAGE>
                           FORWARD-LOOKING STATEMENTS

         This prospectus, including the documents incorporated by reference
contains "forward-looking statements" within the meaning of Section 27A of the
Securities Act and Section 21E of the Exchange Act. We intend the
forward-looking statements to be covered by the safe harbor for forward-looking
statements in these sections. These forward-looking statements include, without
limitation, statements about our market opportunity, strategies, competition,
expected activities, expected profitability and investments as we pursue our
business plan, and the adequacy of our available cash resources. These
forward-looking statements are usually accompanied by words such as "believe,"
"anticipate," "plan," "seek," "expect," "intend" and similar expressions. The
forward-looking information is based on various factors and was derived using
numerous assumptions.

         Forward-looking statements necessarily involve risks and uncertainties,
and our actual results could differ materially from those anticipated in the
forward-looking statements due to a number of factors, including those set forth
below and elsewhere in this prospectus. The factors set forth below and other
cautionary statements made in this prospectus should be read and understood as
being applicable to all related forward- looking statements wherever they appear
in this prospectus. The forward-looking statements contained in this prospectus
represent our judgment as of the date of this prospectus. We caution readers not
to place undue reliance on such statements. We undertake no obligation to update
publicly any forward-looking statements for any reason, even if new information
becomes available or other events occur in the future.

An example of forward-looking statements discussed in this prospectus (including
the documents incorporated by reference in this prospectus) include, but are not
limited to, statements with respect to, and our performance may be affected by:

      o  our ability to timely implement our global operations plan within our
         cost estimates, to retain and attract employees as we implement our
         plant optimization initiative, to effectively manage our inventories
         during the plan's transition period and to achieve estimated operating
         savings;

      o  our ability to achieve manufacturing cost declines, gross margin
         benefits and inventory reductions from our manufacturing process and
         supply chain programs;

      o  our ability to realize benefits from the Embolic Protection
         Incorporated, Catheter Innovations Incorporated, Quanam Medical
         Corporation, Interventional Technologies, Inc., RadioTherapeutics
         Corporation and Cardiac Pathways Corporation acquisitions, including
         purchased research and development;

      o  our ability to manage accounts receivable, manufacturing costs and
         inventory levels and mix, and to react effectively to the changing
         managed care environment, reimbursement levels and worldwide economic
         and political conditions;

      o  the potential impacts of continued consolidation among health care
         providers, trends toward managed care, disease state management and
         economically motivated buyers, health care cost containment, the
         financial viability of health care providers, more stringent regulatory
         requirements and more vigorous enforcement activities;

      o  management's ability to position us to take advantage of opportunities
         that exist in the markets we serve;

      o  our continued commitment to refine existing products and procedures and
         to develop new technologies that can reduce risk, trauma, cost,
         procedure time, and the need for aftercare;

      o  our ability to develop and launch products on a timely basis, including
         products resulting from purchased research and development and
         increased research and development spending;

      o  risks associated with international operations;

      o  the potential effect of foreign currency fluctuations on revenues,
         expenses and resulting margins and the trend toward increasing sales
         and expenses denominated in foreign currencies;

      o  our ability to maintain our effective tax rate for 2001 and to
         substantially recover our net deferred tax assets;

                                       4
<PAGE>

      o  our ability to meet our projected cash needs and obtain additional
         financing, if necessary;

      o  our ability to manage our relationship with Medinol during the pendency
         of the litigation and the outcome of the litigation;

      o  NIR(R) coronary stent sales as a percentage of worldwide sales and the
         mix of coronary stent platforms;

      o  volatility in the coronary stent market, competitive offerings and the
         timing of submission for and receipt of regulatory approvals to market
         new coronary and peripheral stent platforms;

      o  our ability to compete in the coronary stent markets;

      o  the decline of global NIR(R)coronary stent market share as physicians
         acceptance of the current NIR(R)coronary stent platform erodes;

      o  the development of competing or technologically advanced products by
         our competitors;

      o  the effect of litigation and compliance activities on our legal
         provision and cash flow;

      o  the impact of stockholder class action, patent, product liability,
         Federal Trade Commission, Medinol and other litigation, as well as the
         outcome of the U.S. Department of Justice investigation and the
         adequacy of our product liability insurance;

      o  the potential impact resulting from the euro conversion, including
         competitive implications related to pricing, and foreign currency
         considerations; and

      o  the timing, size and nature of strategic initiatives and research and
         development platforms available to us.

         Several other important factors, in addition to the specific factors
discussed in connection with such forward-looking statements individually, could
affect our future results and growth rates and could cause those results and
rates to differ materially from those expressed in the forward-looking
statements contained herein. Such additional factors include, among other
things, future economic, competitive and regulatory conditions, demographic
trends, third-party intellectual property, financial market conditions, our
future business decisions and those of our competitors, all of which are
difficult or impossible to predict accurately and many of which are beyond our
control. Therefore, we wish to caution each reader of this prospectus to
consider carefully these factors as well as the specific factors discussed with
each forward-looking statement in this prospectus and as disclosed in our
filings with the SEC as such factors, in some cases, have affected, and in the
future (together with other factors) could affect, our ability to implement our
business strategy and may cause actual results to differ materially from those
contemplated by the statements expressed herein.

                                       5
<PAGE>
                                   THE COMPANY

         Boston Scientific is a worldwide developer, manufacturer and marketer
of less invasive medical devices. Our products are used in a broad range of
interventional medical specialties, including:

    o    interventional cardiology;
    o    electrophysiology;
    o    gastroenterology;
    o    neuro-endovascular therapy;
    o    pulmonary medicine;
    o    interventional radiology;
    o    oncology;
    o    urology; and
    o    vascular surgery.

         Our products are generally inserted into the human body through natural
openings or small incisions in the skin and can be guided to most areas of the
anatomy to diagnose and treat a wide range of medical problems. These products
provide effective alternatives to traditional surgery by reducing risk, trauma,
cost, procedure time and the need for aftercare.

         We are incorporated under the laws of the State of Delaware. Our
principal executive offices are located at One Boston Scientific Place, Natick,
Massachusetts 01760-1537. Our telephone number is (508) 650-8000. Our address on
the World Wide Web is http://www.bsci.com. The information on our web site is
not incorporated by reference into this prospectus and should not be considered
to be a part of this prospectus.

                                 USE OF PROCEEDS

         All of the net proceeds from the sale of the common stock of Boston
Scientific covered by this prospectus will go to the stockholders who offer and
sell their shares. Accordingly, we will not receive any of the proceeds from any
sales of this common stock.

                                       6
<PAGE>
                              SELLING STOCKHOLDERS

         All of the selling stockholders listed below received the shares being
offered hereby in connection with our acquisition of RadioTherapeutics
Corporation ("RTC"). Under an agreement and plan of merger dated as of November
7, 2001, we agreed to register the common stock of Boston Scientific issued to
the selling stockholders and to keep the registration statement effective until
the shares offered hereby first become available for resale pursuant to Rule 144
under the Securities Act or until all of the registered shares have been sold,
whichever comes first. Our registration of the common stock held by the selling
stockholders does not necessarily mean that the selling stockholders will sell
all or any of their shares.

         None of our directors or executive officers are selling shares in this
offering. This prospectus covers the offer and sale by each selling stockholder
of all of their Boston Scientific common stock received in connection with our
acquisition of RTC. After the completion of the offering, if all of the shares
of common stock covered by this prospectus are sold, each selling stockholder
will no longer own any Boston Scientific common stock received in connection
with our acquisition.

         Set forth below are (i) the names of each selling stockholder, and (ii)
the maximum number of shares of common stock each selling stockholder received
as a result of our acquisition of RTC. Over the last three years, Messrs. Auth,
Behl, Curtis, French, Rosati and Starling were directors of RTC and Messrs.
Behl, Curtis and French were executive officers of RTC prior to its acquisition
by Boston Scientific. In addition, some of the selling stockholders listed below
are current or former employees or consultants of RTC. The information contained
in the table below has been provided by the selling stockholders.

                                                                       SHARES
SHAREHOLDER                                                            OFFERED
-----------                                                            -------
Atherton Venture Fund I, LLC                                             4,824

David C. Auth, Ph.D.                                                   109,331

BARB Associates LLC                                                      2,413

Behl Family Trust U/D/T Dated 8/8/91                                   232,066

Behl Family Trust u/d/t 4/13/73                                         22,914

Danielle Brigadier-Anderson                                                 28

Tom Burns                                                                  374

Charco Ventures                                                          4,776

Charman Corporation                                                     39,120

Douglas M. Coldwell, M.D.                                                1,683

Tracey Cole                                                                399

Compass Chicago Partners, L.P.                                           7,216

Compass Venture Partners, L.P.                                           8,857

Compass Management Partners, L.P.                                          748

Compass Technology Partners, L.P.                                        8,181

Constantin  Cope, M.D.                                                   1,683

Gary A. Curtis, Trustee, Courtney Curtis Educational Trust              12,272

                                       7
<PAGE>

Gary A. Curtis, Trustee, Curtis Family Trust dated 7/4/91               59,515

Pauline Drent                                                            5,040

Stuart M. Essig                                                          4,488

Mark  Fazzio                                                               350

Robert C. Fitzwilson, Trustee of the Robert C. Fitzwilson
Trust, dated 6/24/87                                                    21,309

Matthew Frank                                                            6,576

French Family Trust, dated 5/1/92, Glendon E. French,
Trustee                                                                 19,133

White Dove Properties Limited Partnership                               21,037

Gaubert Properties                                                       1,707

Claude J. And Sandra P. Gaubert, Trustees, Gaubert Family
Trust, Dated 6/19/87                                                     1,707

Howard W. Geiger and Melissa W. Geiger, JTWROS                           4,544

Paul M. Goeld and Carmen M. Goeld, Trustees of the Goeld
Family Trust u/d/t dated November 8, 1996                                5,610

Theresa Gonnella                                                           102

Jerry C. Griffin, M.D. & Janice B. Schwartz, M.D., PA
Employees Pension Trust                                                  6,040

Gustav F. Haas, Ph.D., Trustee of the Gustav F. Haas 1991
Trust, UA 12/5/91                                                        1,869

William M. Helvey, M.D. & Z. Grace Helvey                                2,805

James M. Heslin, Esq.                                                    4,925

Mark Hofmeister                                                            210

Howard M. Holstein, Esq.                                                   336

Stacie L. Huebschwerlen                                                    374

Warren F. and Norma A. Huebschwerlen, Trustees of the
Huebschwerlen Family Trust dated 8/30/66                                   373

Greater Bay Trust Company, Custodian for Warran
Huebschwerlen IRA                                                        2,805

William Wells Hutchins, M.D.                                             5,610

                                       8
<PAGE>

EARL L. JACKSON & JULIA E. JACKSON as Trustees of THE EARL
& JULIA JACKSON TRUST DATED SEPT. 4, 2001                                2,805

Susan Jackson, Trustee of the Susan Jackson Trust, dated
9/15/89                                                                 21,187

Jerry Jarrard                                                              280

Sue R. Kang                                                                747

Amy Kelly                                                                  210

Eben Kermit                                                              3,699

Mark L. and Penny Kermit, Trustees of the Kermit 1987 Trust              3,577

Gerald T. Keusch                                                         2,805

Theodore C. Klint                                                        3,739

James B. Klint, M.D. & Kristin E. Klint, Trustees of the
Klint Family Trust u/d/t 2/1/93                                          1,869

Steve Landreville                                                        1,122

Stephanie Lao Goco                                                          14

Susan Lavery                                                               192

Sang Ho  Lee, M.D.                                                       3,739

Eric G. LeVeen                                                             841

Robert F. LeVeen, M.D.                                                   8,415

Steven Lopez                                                             1,314

Julie  Luong                                                                38

Peter  Lyons                                                             4,161

William G. Mavity                                                        2,214

William G. Mavity, Trustee of The Rebecca Mavity Bypass
Trust U/D/D 10/4/96                                                      1,869

Michael  McCollum                                                        1,552

Glen Wallace  McLaughlin                                                 2,867

Glen  McLaughlin                                                         2,867

Karen  McLaughlin                                                           28

                                       9
<PAGE>

Leslie  F. Murdock                                                       1,869

Radha and Subra  Narayan                                                 4,674

Colin J. and S. Anne Nichols as Trustees for Nichols
Family 1995 Trust dated March 21, 1995                                  29,733

Thomas  Palermo                                                          3,593

Robert Reiss                                                             4,428

Sharon Anne Riddle                                                      19,070

Sutro & Co. Inc. Account C/F Mario M. Rosati IRA Rollover
DTD 05/01/00, number GNA - R16032-D5                                     2,805

Mario M. Rosati, Esq.                                                    3,677

Mario M. Rosati, Trustee Of The Mario M. Rosati Trust
U/D/T Dtd 1-5-90                                                         4,776

Searle Venture Capital Company                                           2,867

James M. Shapiro and Sarah B. Shapiro as Trustees under
the James M. and Sara B. Shapiro Family Trust                            3,366

David S. Shields, M.D.                                                      56

The R. Simkins 1995 Trust                                               14,634

John B. Simpson, M.D. & Rita Lynn Simpson, Trustees of the
Simpson Family Trust u/d/t 1/12/90                                       7,479

Carl  Simpson, Jr.                                                       1,683

William Starling                                                         4,207

William N. Starling, Jr. and Dana Gregory Starling,
Trustees of the Starling Family Trust, U/D/T August 15, 1990            11,341

Roger A. Stern, Ph.D.                                                    3,366

Paul F. Stremel, Trustee, Stremel Family Trust Of 1992                   1,122

Gary H. Stroy                                                              841

LeAnn Stroy                                                                841

Chien-Hsiung Sun                                                         5,610

Sandy Thorne                                                               280

                                       10
<PAGE>

Matt Tisch                                                                 455

Rika Ueda                                                                1,122

Kirsten Valley                                                           4,207

Charles J. Wagner                                                        3,104

Charles F. Wagner, Trustee, Wagner Family Trust                            308

Lawrence Way, M.D., Trustee FBO The Way Living Trust,
U/A/D 12/16/93                                                           1,869

Kara Weldon                                                                262

Bruce H. and Karen S. Wiener, Trustees of the Bruce H. and
Karen S. Wiener 1985 Trust                                              28,688

Josephine N. Wong and Hastings S. Wong, Trustees for the
Wong Family Trust UAD 5/5/93                                             1,122

WS Investment Company 94B                                               26,581

WS Investment Company 96A                                                  537

WS Investment Company 96B                                                  504

WS Investment Company 97A                                                2,524

WS Investment Company 97B                                                2,945

WTI Ventures                                                            13,815

==============================================================================
TOTAL                                                                  925,862
==============================================================================

                                       11
<PAGE>

                              PLAN OF DISTRIBUTION

         We are registering shares of our common stock on behalf of the selling
stockholders. As used in this prospectus, "selling stockholders" includes
donees, transferees, pledgees and other successors in interest (other than
purchasers pursuant to this prospectus) selling shares received from a named
selling stockholder after the date of this prospectus. We will pay for all
costs, expenses and fees in connection with the registration of the shares. The
selling stockholders will pay for all selling discounts and commissions, if any.
The selling stockholders may offer and sell their shares from time to time in
one or more of the following types of transactions (including block
transactions):

      o  on the New York Stock Exchange,

      o  in the over-the-counter market,

      o  in privately negotiated transactions, or

      o  a combination of such methods of sale.

         The selling stockholders may sell their shares at prevailing market
prices or at privately negotiated prices. The selling stockholders may use
brokers, dealers or agents to sell their shares. The persons acting as agents
may receive compensation in the form of commissions, discounts or concessions.
This compensation may be paid by the selling stockholders or the purchasers of
the shares for whom such persons may act as agent, or to whom they may sell as a
principal, or both. The selling stockholders and any agents or broker-dealers
that participate with the selling stockholders in the offer and sale of the
shares may be deemed to be "underwriters" within the meaning of the Securities
Act of 1933. Any commissions they receive and any profit they realize on the
resale of the shares by them may be deemed to be underwriting discounts and
commissions under the Securities Act of 1933. Neither we nor any selling
stockholder can presently estimate the amount of such compensation. Because a
selling stockholder may be deemed to be an "underwriter" within the meaning of
the Securities Act of 1933, the selling stockholders will be subject to the
prospectus delivery requirements of the Securities Act of 1933, which may
include delivery through the facilities of the New York Stock Exchange pursuant
to Rule 153 under the Securities Act of 1933.

         The selling stockholders and any other person participating in a
distribution of the securities covered by this prospectus will be subject to
applicable provisions of the Securities Exchange Act of 1934 and the rules and
regulations under the Securities Exchange Act of 1934, including Regulation M,
which may limit the timing of purchases and sales of any of the securities by
the selling stockholders and any other such person. Furthermore, under
Regulation M, any person engaged in the distribution of the securities may not
simultaneously engage in market-making activities with respect to the particular
securities being distributed for certain periods prior to the commencement of or
during such distribution. All of the above may affect the marketability of the
securities and the availability of any person or entity to engage in
market-making activities with respect to the securities.

         We are not aware of whether the selling stockholders have entered into
any agreements, understanding or arrangements with any broker-dealers regarding
the sale of their shares, nor are we aware of whether there is a coordinating
broker acting in connection with the proposed sale of shares by the selling
stockholders.

         Selling stockholders also may resell all or a portion of the shares in
open market transactions in reliance upon Rule 144 under the Securities Act of
1933, provided they meet the criteria and conform to the requirements of that
rule.

                                  LEGAL MATTERS

         The validity of the shares of common stock offered in this prospectus
will be passed upon Bingham Dana LLP. As of January 2, 2002, four attorneys at
Bingham Dana beneficially owned an aggregate of 10,643 shares of Boston
Scientific common stock.

                                       12
<PAGE>


                                     EXPERTS

         Ernst & Young LLP, independent auditors, have audited our consolidated
financial statements and financial statement schedule included or incorporated
by reference in our Annual Report on Form 10-K for the year ended December 31,
2000, as set forth in their reports, which are incorporated by reference in this
prospectus and elsewhere in the registration statement. Our financial statements
and financial statement schedule are incorporated by reference in reliance on
Ernst & Young LLP's report, given on their authority as experts in accounting
and auditing.

































                                       13
<PAGE>
                                     PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

         The following table sets forth the costs and expenses payable by Boston
Scientific in connection with the sale of the securities being registered. All
amounts are estimates except the registration fee.
                                                                Amounts to
                                                                 be Paid
                                                                ----------
SEC registration fee..........................................    $ 4,948
Legal fees and expenses.......................................    $ 5,000
Accounting fees and expenses..................................    $ 5,000
Miscellaneous.................................................    $ 1,500
TOTAL.........................................................    $16,448

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 our Restated By-laws contains provisions requiring
indemnification by us of our directors and officers to the fullest extent
permitted by law. These provisions extend to expenses reasonably incurred by
directors or officers in defense or settlement of any such action or proceeding.

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

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers or persons controlling the
registrant pursuant to the foregoing provisions, the registrant has been
informed that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy and is therefore unenforceable.

ITEM 16. EXHIBITS.

Exhibit No.  Document
-----------  --------
   4.1       Second Restated Certificate of Incorporation of the Company
             (Exhibit 3.1, Annual Report on Form 10-K for the year ended
             December 31, 1993, File No. 1-11083); Certificate of Amendment of
             Second Restated Certificate of Incorporation of the Company
             (Exhibit 3.2, Annual Report on Form 10-K for the year ended
             December 31, 1994, File No. 1-11083); Certificate of Second
             Amendment of Second Restated Certificate of Incorporation of the
             Company (Exhibit 3.3, Annual Report on Form 10-K for the year
             ended December 31, 1998, File No. 1-11083); and Restated By-laws
             of the Company (Exhibit 3.2, Registration No. 33-46980).

   4.2       Description of Capital Stock contained in the items listed in
             Exhibit 4.1.

*  5.1       Opinion and consent of Bingham Dana LLP regarding the common stock
             registered hereby.

*  23.1      Consent of Ernst & Young LLP.

   23.2      Consent of Bingham Dana LLP (included in Exhibit 5.1).

   24.1      Powers of Attorney (included on the signature page filed herewith).

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

                                      II-1
<PAGE>

ITEM 17. UNDERTAKINGS.

         (a)  The undersigned registrant hereby undertakes:

              (1)  To file, during any period in which offers or sales are being
made of securities registered hereby, a post-effective amendment to this
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. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Securities and Exchange Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than a 20
percent change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration statement;
and

                   (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 paragraphs (i) and (ii) above do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in this registration statement.

              (2)  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 herein, 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 registrants hereby understand that, for purposes
of determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to 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 herein, 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 may be permitted to directors, officers and controlling
persons of the registrants pursuant to the foregoing provisions, or otherwise,
the registrants have 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 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 registrants will, unless
in the opinion of their 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 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
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 City of Natick, The Commonwealth of Massachusetts, on this
4th day of January, 2002.

                                           BOSTON SCIENTIFIC CORPORATION

                                           By:    /s/ Lawrence C. Best
                                                  --------------------------
                                           Name:  Lawrence C. Best
                                           Title: 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-3 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-3 has been signed by the following persons in
the capacities indicated on the 4th day of January, 2002.


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


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


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


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


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

                                      II-3
<PAGE>


/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 Officer
James R. Tobin                   (Principal Executive Officer)






                                      II-4
<PAGE>

                                  EXHIBIT INDEX



Exhibit No.   Document
-----------   --------
   4.1        Second Restated Certificate of Incorporation of the Company
              (Exhibit 3.1, Annual Report on Form 10-K for the year ended
              December 31, 1993, File No. 1-11083); Certificate of Amendment of
              Second Restated Certificate of Incorporation of the Company
              (Exhibit 3.2, Annual Report on Form 10-K for the year ended
              December 31, 1994, File No. 1-11083); Certificate of Second
              Amendment of Second Restated Certificate of Incorporation of the
              Company (Exhibit 3.3, Annual Report on Form 10-K for the year
              ended December 31, 1998, File No. 1-11083); and Restated By-laws
              of the Company (Exhibit 3.2, Registration No. 33-46980).

   4.2        Description of Capital Stock contained in the items listed in
              Exhibit 4.1.

*  5.1        Opinion and consent of Bingham Dana LLP regarding the common stock
              registered hereby.

*  23.1       Consent of Ernst & Young LLP.

   23.2       Consent of Bingham Dana LLP (included in Exhibit 5.1).

   24.1       Powers of Attorney (included on the signature page filed
              herewith).

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











                                      II-5

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5.1
<SEQUENCE>3
<FILENAME>exhibit5-1_10968.txt
<DESCRIPTION>OPINION AND CONSENT OF BINGHAM DANA LLP
<TEXT>

                                                                     EXHIBIT 5.1
                                                                     -----------

January 4, 2002

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

Re:        REGISTRATION STATEMENT ON FORM S-3
           UNDER THE SECURITIES ACT OF 1933, AS AMENDED

Ladies and Gentlemen:

           We have acted as counsel to Boston Scientific Corporation, a Delaware
corporation (the "Company"), in connection with the registration under the
Securities Act of 1933, as amended (the "Act"), of the offer and sale of up to
925,862 shares (the "Shares") of the Company's Common Stock, $0.01 par value per
share, pursuant to a Registration Statement on Form S-3 initially filed by the
Company with the Securities and Exchange Commission on or about January 4,
2002.

           The Shares were issued in connection with the Company's acquisition
of all of the outstanding capital stock of RadioTherapeutics Corporation.

           As counsel to the Company, we have reviewed the corporate proceedings
taken by the Company with respect to the authorization of the issuance of the
Shares. We have also examined and relied upon originals or copies, certified or
otherwise authenticated to our satisfaction, of such corporate records,
documents, agreements or other instruments of the Company. As to all matters of
fact (including factual conclusions and characterizations and descriptions of
purpose, intention or other state of mind), we have entirely relied upon
certificates of officers of the Company, and have assumed, without independent
inquiry, the accuracy of those certificates.

<PAGE>

           We have assumed the genuineness of all signatures, the conformity to
the originals of all documents reviewed by us as copies, the authenticity and
completeness of all original documents reviewed by us in original or copy form
and the legal competence of each individual executing a document. We have also
assumed that the registration requirements of the Act and all applicable
requirements of state laws regulating the sale of securities will have been duly
satisfied. We have also assumed that the Company has received the specified
consideration for the Shares.

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

           Subject to the foregoing, it is our opinion that the Shares have been
duly authorized, and are validly issued, fully paid and nonassessable.

           We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to this firm under the heading
"Legal Matters" in the Prospectus included in the Registration Statement.


Very truly yours,


/s/ BINGHAM DANA LLP


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.1
<SEQUENCE>4
<FILENAME>exhibit23-1_10968.txt
<DESCRIPTION>CONSENT OF ERNST & YOUNG LLP
<TEXT>

                                                                    EXHIBIT 23.1
                                                                    ------------


                         Consent of Independent Auditors

We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) and related Prospectus of Boston Scientific
Corporation for the registration of 925,862 shares of its common stock and to
the incorporation by reference therein 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 related financial statement schedule included therein, filed with the
Securities and Exchange Commission.





                                                       /s/ Ernst & Young LLP

Boston, Massachusetts
December 28, 2001

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