<SUBMISSION>
<ACCESSION-NUMBER>0001072613-02-000078
<TYPE>424B3
<PUBLIC-DOCUMENT-COUNT>1
<FILING-DATE>20020116
<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>424B3
<ACT>33
<FILE-NUMBER>333-76346
<FILM-NUMBER>2510858
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>ONE BOSTON SCIENTIFIC PL
<CITY>NATICK
<STATE>MA
<ZIP>01760-1537
<PHONE>5086508000
</BUSINESS-ADDRESS>
</FILER>
<DOCUMENT>
<TYPE>424B3
<SEQUENCE>1
<FILENAME>form424_10993.txt
<DESCRIPTION>DEFINITIVE PROSPECTUS
<TEXT>
                                                   COMMISSION FILE NO. 333-76346
                                                FILED PURSUANT TO RULE 424(B)(3)

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 4.

                                   -----------

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 January 15, 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......................................................13
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;

                                       4
<PAGE>
      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;

      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

                                       7
<PAGE>
Constantin  Cope, M.D.                                                   1,683

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

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.
                                       12
<PAGE>

                                  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.



                                     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

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