<SUBMISSION>
<ACCESSION-NUMBER>0001072613-02-001397
<TYPE>S-8
<PUBLIC-DOCUMENT-COUNT>4
<FILING-DATE>20020827
<EFFECTIVENESS-DATE>20020827
<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>333-98755
<FILM-NUMBER>02748787
</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_11477.txt
<DESCRIPTION>BOSTON SCIENTIFIC CORP. FORM S-8
<TEXT>
    As filed with the Securities and Exchange Commission on August 26, 2002
                                                    File 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                       (I.R.S. Employer
     of incorporation or organization)                   Identification No.)


                           One Boston Scientific Place
                        Natick, Massachusetts 01760-1537
                                 (508) 650-8000
          (Address of principal executive offices, including zip code)

             BOSTON SCIENTIFIC DEFERRED COMPENSATION OPTION PROGRAM
                            (Full title of the plan)


                                Lawrence J. Knopf
                  Vice President and Assistant General Counsel
                          Boston Scientific Corporation
                           One Boston Scientific Place
                        Natick, Massachusetts 01760-1537
                                 (508) 650-8000

--------------------------------------------------------------------------------
(Name, Address and Telephone Number, including Area Code, of Agent for Service)


                         CALCULATION OF REGISTRATION FEE
================================================================================
 Title of Securities    Proposed Maximum Aggregate   Amount of Registration Fee
   to be registered         Offering Price (1)
--------------------------------------------------------------------------------
Deferred Compensation         $25,000,000.00                 $2,300.00
     Obligations
================================================================================
(1) Estimated solely for the purpose of determining the registration fee
    pursuant to Rule 457(o).
<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 of 1933, as amended, (the "Securities Act") and the "Note" to
Part I of Form S-8.

                                       I-1
<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Documents by Reference.
         ----------------------------------------

     Boston Scientific Corporation (the "Registrant" or the "Company") hereby
incorporates the following documents by reference:

     (i) Annual Report on Form 10-K for the year ended December 31, 2001.

     (ii) Quarterly Report on Form 10-Q for the quarter ended March 31, 2002.

     (iii) Quarterly Report on Form 10-Q for the quarter ended June 30, 2002.



     In addition, all documents filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities 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.
         --------------------------

     The securities being registered represent obligations (the "Obligations")
of the Registrant to deliver to participants in the Boston Scientific Deferred
Compensation Option Program (the "Plan"), upon participants' exercise of options
issued under the Plan, shares underlying such options or the fair market value
of such shares in cash, where the intrinsic value on the date of the grant
(i.e., the difference between the exercise price and the fair market value of
the underlying shares) represents a portion of salary or bonus the receipt of
which the participants have elected to defer. The Obligations also may represent
obligations of the Registrant to deliver upon exercise any distributions on
shares underlying options. Shares underlying options shall be shares in
investment companies registered under the Investment Company Act of 1940 as
designated by a participant from a list of investments designated or
subsequently redesignated by the Compensation Committee of the Board of
Directors, or such other person or persons whom the Board of Directors of the
Registrant shall appoint to serve as the Administrator of the Plan. The option
exercise price paid by the participants to exercise options issued under the
Plan may be a function of the fair market value of the shares on the date of the
grant, the fair market value of the shares on the date of exercise, a
determinable interest rate, or some combination of the foregoing. Participants
may exercise options and cause the Obligations to be payable during employment
and for specified periods ranging from twelve months to one hundred and twenty
months following separation from employment. There is no trading market for the
Obligations.

                                      II-1
<PAGE>

     The Obligations are unsecured general obligations of the Registrant and
rank PARI PASSU with other unsecured and unsubordinated obligations of the
Registrant. The Obligations are not subject in any manner to anticipation,
alienation, sale, transfer, assignment, pledge, encumbrance, attachment or
garnishment; provided, however, that a participant may, upon approval of the
Registrant, irrevocably transfer by gift, without consideration, any option or
portion thereof to certain family members or a trust established for the benefit
of such family members. With the exception of the foregoing, any attempt by any
person to transfer or assign benefits under the Plan, other than a claim for
benefits by a Participant or his or her beneficiary(ies), will be null and void.

     Participants may be permitted to substitute options issued on certain
shares for options on other shares under the Plan. Otherwise, the Obligations
are not convertible into any other security of the Registrant. No trustee has
been appointed to take action with respect to the Obligations and each
participant in the Plan will be responsible for enforcing his or her own rights
with respect to the Obligations. The Registrant may establish a "rabbi trust" or
other vehicle to serve as a source of funds from which it can satisfy the
Obligations. Participants in the Plan will have no rights to any assets held by
a rabbi trust, except as general creditors of the Registrant. Assets of any
rabbi trust will at all times be subject to the claims of the Registrant's
general creditors.


Item 5.  Interests of Named Experts and Counsel.
         ---------------------------------------

         Not applicable.

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 a claim described in
the preceding two paragraphs, the corporation must 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 Second
Restated Certificate of Incorporation, as amended (the "Certificate of
Incorporation"), Restated By-laws (the "By-laws") and indemnification
agreements.

                                      II-2
<PAGE>

     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.

     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.































                                      II-3
<PAGE>

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 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.


                                      II-4
<PAGE>

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, 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 on Form S-8 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Natick, The Commonwealth of Massachusetts, on
this 26th day of August, 2002.


                               BOSTON SCIENTIFIC CORPORATION


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


                                      II-5
<PAGE>

                         SIGNATURE AND 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 26th day of August, 2002.


SIGNATURE                           TITLE



----------------------------        Director, Founder
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/ Ursula M. Burns
----------------------------        Director
Ursula M. Burns

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

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

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


                                      II-6
<PAGE>

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

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

/s/ Ernest Mario
----------------------------        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/ Uwe E. Reinhardt
----------------------------        Director
Uwe E. Reinhardt, Ph.D.

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

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


                                      II-7
<PAGE>

                                  EXHIBIT INDEX


EXHIBIT NO.     DESCRIPTION OF DOCUMENT

4.1             The Boston Scientific Deferred Compensation Option Program.

5.1             Opinion of Ropes & Gray.

23.1            Consent of Ernst & Young LLP.

23.2            Consent of Ropes & Gray (contained in the opinion filed as
                Exhibit 5.1 to this registration statement).

24              Power of Attorney (included on signature page).

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.1
<SEQUENCE>3
<FILENAME>exhibit4-1_11477.txt
<DESCRIPTION>DEFERRED COMPENSATION OPTION PLAN
<TEXT>
                                                                     EXHIBIT 4.1
                                                                     -----------








                                BOSTON SCIENTIFIC
                      DEFERRED COMPENSATION OPTION PROGRAM
                           (effective October 1, 2002)













<PAGE>

          BOSTON SCIENTIFIC DEFERRED COMPENSATION OPTION PROGRAM
          ------------------------------------------------------

1.        PURPOSE OF THE PLAN. This plan shall be known as the Boston Scientific
          Deferred Compensation Option Program (the "Plan"). The purpose of the
          Plan is to attract and retain the highest quality employees for
          positions of substantial responsibility and to provide additional
          incentives to a select group of management or highly compensated
          employees of Boston Scientific Corporation ("BSC" or "Company") so as
          to promote the success of the Company.

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

          (a)  "Administrator" shall mean the Board, or the person or persons
               appointed by Board to serve under paragraph 15, below.

          (b)  "Award Date" shall mean the effective date of the Participant's
               Option Agreement.

          (c)  "Board" shall mean the Board of Directors of Boston Scientific
               Corporation.

          (d)  "Cause" shall mean a felony conviction of a Participant or the
               failure of a Participant to contest prosecution for a felony, or
               a Participant's misconduct or dishonesty which is harmful to the
               business or reputation of the Company.

          (e)  "Code" shall mean the Internal Revenue Code of 1986, as amended.

          (f)  "Company" shall mean Boston Scientific Corporation.

          (g)  "Disability" shall mean permanent and total disability as
               determined under the Company's long-term disability program for
               employees then in effect.

          (h)  "Employee" shall mean a key employee of the Company.

          (i)  "Immediate Family" shall mean an individual or entity included as
               a "family member" within the meaning of the Security and Exchange
               Commission's Form S-8, Registration Statement Under The
               Securities Act of 1933.

          (j)  "Option" shall mean an option granted pursuant to this Plan to
               purchase one or more Shares.

          (k)  "Option Agreement" means the written agreement evidencing the
               award of an Option under the Plan.

                                        2
<PAGE>

          (l)  "Option Price" shall mean the price to be paid by the Participant
               to exercise the Option and shall be expressed in dollars per
               Share.

          (m)  "Participant" shall mean any Employee who receives an Option
               under the Plan, as evidenced by an Option Agreement entered into
               between such Employee and the Company.

          (n)  "Plan" shall mean the Boston Scientific Deferred Compensation
               Option Program, as amended from time to time.

          (o)  "Retirement" shall mean that unless the Administrator expressly
               provides otherwise, cessation of employment or other service
               relationship with the Company and its Affiliates if, as of the
               date of such cessation, (i) the Participant has attained age 50
               and has accrued at least five years of service with the Company
               and its Affiliates, and (ii) the sum of the Participant's age and
               years of service as of such date equals or exceeds 62.

          (p)  "Shares" shall mean certain shares of mutual funds and/or shares
               of common or preferred stock as designated by a Participant from
               a list of investments designated or subsequently redesignated by
               the Administrator, and referenced in Exhibit A. Shares may
               include stock or other equity interest or bonds in the Company or
               any company related to the Company if so permitted by the Board.
               IN NO EVENT, HOWEVER, MAY SHARES INCLUDE UNITS OF ANY MONEY
               MARKET FUNDS OR OTHER CASH EQUIVALENTS. Shares subject to
               purchase pursuant to any Option shall also include any reinvested
               distributions on such shares subsequent to the Award Date.

3.        TERM OF PLAN. The Plan shall become effective on the date it is
          adopted by the Board and shall continue in effect as amended from time
          to time until terminated pursuant to paragraph 17.

4.        ELIGIBILITY. All Employees of the Company who are in the group of
          employees determined by the Administrator to be part of the select
          group of management or highly compensated employees are eligible to
          receive Options under the Plan. Employees of subsidiaries are eligible
          to participate in the Plan.

5.        GRANT OF OPTIONS. The Administrator shall from time to time select
          eligible Employees for participation in the Plan. The Administrator
          shall grant Options under the Plan to a Participant based on (i) the
          portion of the Participant's salary and/or bonus that the Participant
          elects to defer, to the extent permitted by the Administrator, and
          (ii) the Participant's selection of

                                        3
<PAGE>

          investments. The grant of Options shall be evidenced by written Option
          Agreements containing such terms and provisions as are approved by the
          Board and specifying the number and types of Shares subject to
          Options. The Administrator of the Plan shall execute the Option
          Agreements on behalf of the Company upon instructions from the Board.

6.        TIME OF GRANT OF OPTIONS. The date of grant of an Option under the
          Plan shall, for all purposes, be the date on which the Board awards
          the Option, as evidenced by the execution of an Option Agreement.

7.        OPTION PRICE. The Option Price for each Share shall be expressed in
          each Option Agreement, provided, however, the Option Price shall be no
          lower than 25 percent of the fair market value of a Share on the date
          of grant of the Option. Fair market value on any day of reference
          shall be the closing price of the Share on such date, unless the
          Board, in its sole discretion shall determine otherwise in a fair and
          uniform manner. For this purpose, the closing price of a Share that is
          a share of common or preferred stock shall be on any business day (i)
          if the Share is listed or admitted for trading on any United States
          national securities exchange or the Nasdaq National or SmallCap
          Markets, the last reported sale price of the Share on such exchange or
          system, as reported in any newspaper of general circulation, (ii) if
          the Share is not listed or admitted for trading on any United States
          national securities exchange or Nasdaq market, the average of the high
          and low sale prices of the Share for such day reported on a
          consolidated transaction reporting system, or if no sales are reported
          for such day, such average for the most recent business day within
          five business days before such day on which sales are reported, or
          (iii) if neither clause (i) or (ii) is applicable, the average between
          the lowest bid and highest asked quotations for the Share on such day
          as reported by the National Quotation Bureau, Incorporated, if at
          least two securities dealers have inserted both bid and asked
          quotations for the Share on at least 5 of the 10 preceding business
          days. The closing price of a Share that is a share of an open-end
          mutual fund shall be, on any business day, the net asset value
          reported for such fund for such day in any newspaper of general
          circulation. The closing price of any other Share shall be determined
          in good faith by the Administrator.

8.        EXERCISE. Except as otherwise provided in an Option Agreement, all
          Options granted under the Plan will be vested at grant and therefore
          may be exercisable immediately, unless stated otherwise by the Board.
          A Participant may exercise Options in full or in part, in whole
          percentages, from the date of the grant as set forth in the Option
          Agreement. Participants may exercise Options, in whole or in part, no
          more than four (4) times in any calendar year. Reinvested dividends
          shall be attributed proportionally to the Shares and will be purchased
          when the underlying award is exercised. For example, if an original
          grant of an Option to purchase 500 Shares (after the payment of the
          exercise price) generated 100 additional Shares on such 500 Shares

                                        4
<PAGE>

          from reinvested dividends, an exercise of one-fourth of the originally
          granted Option will result in the purchase (after the payment of the
          exercise price) of 150 Shares in order to proportionally include the
          resulting reinvested dividends. A Participant may exercise Options
          during employment. In addition, upon the Participant's separation from
          active service due to death, Disability, or Retirement, the Option
          will remain exercisable for a period of one hundred twenty (120)
          months following such separation. In the case of termination for
          cause, the Option will remain exercisable for a period of twelve (12)
          months following termination. Upon the Participant's separation from
          service for any reason other than those stated above, the Option will
          remain exercisable for a period of thirty-six (36) months following
          termination with exceptions only upon the Board's approval. In
          addition, all Options granted under the Plan may only be exercised
          subject to any other terms specified in the Option Agreement and if
          such terms conflict with the terms of this Plan, the terms of the
          Option Agreement control.

9.        LIMITATIONS ON OPTION DISPOSITION. No Option granted under the Plan or
          the rights and privileges conferred therewith may be sold,
          transferred, encumbered, hypothecated or otherwise anticipated by the
          Participant other than by will or the laws of descent and
          distribution. Options shall not be made subject to, in whole or in
          part, the debts, contracts, liabilities, or torts of the Participant,
          nor shall they be subject to garnishment, attachment, execution, levy
          or other legal or equitable process. However, a Participant may, upon
          approval of the Board, transfer by gift any Option or part thereof to
          a member or members of the Participant's Immediate Family and/or to a
          trust established for the benefit of the Participant or an Immediate
          Family member or members, as defined in the Plan, provided such
          transfer is irrevocable, is made without consideration, and each
          Option so transferred by the Participant remains subject after
          transfer to the provisions of the Plan.

10.       LIMITATIONS ON OPTION EXERCISE AND DISTRIBUTION. In the event that the
          listing, registration or qualification of an Option or Shares on any
          securities exchange or under any state or federal law, or the consent
          or approval of any governmental regulatory body, or the availability
          of any exemption therefrom, is necessary as a condition of, or in
          connection with, the exercise of an Option, then the Option shall not
          be exercised in whole or in part until such listing, registration,
          qualification, consent or approval has been effected or obtained.
          Notwithstanding any provision of the Plan to the contrary, the Company
          shall have no obligation or liability to deliver any Shares under the
          Plan unless such delivery would comply with all applicable laws and
          all applicable requirements of any securities exchange or similar
          entity.

11.       OPTION FINANCING. Upon the exercise of any Option granted under the
          Plan, the Participant may instruct the Administrator to sell, withhold

                                        5
<PAGE>

          or deem to sell a number of Shares otherwise deliverable to the
          Participant and attributable to the exercise of the Option in order to
          pay the Option Price. The Board may, in its sole discretion, make
          financing available to the Participant to facilitate the exercise of
          the Option, subject to such terms as the Board may specify.

12.       WITHHOLDING OF TAXES. The Company may make such provisions and take
          such steps as it may deem necessary or appropriate for the withholding
          of any taxes, which it is required by any law or regulation of any
          governmental authority, whether federal, state or local, domestic or
          foreign, to withhold in connection with any Option including, but not
          limited to, (i) the withholding of the issuance of all or any portion
          of such Shares until the Participant reimburses the Company for the
          amount the Company is required to withhold with respect to such taxes,
          (ii) canceling any portion of such issuance in an amount sufficient to
          reimburse itself for the amount it is required to so withhold, or
          (iii) taking any other action reasonably required to satisfy the
          Company's withholding obligation.

13.       MODIFICATION OF OPTION OR PLAN. At any time and from time to time the
          Board may execute an instrument providing for the modification,
          extension, or renewal of any outstanding Option and/or the Plan. No
          modification shall impair the rights of any Participant with respect
          to Options previously granted except to the extent necessary to comply
          with any provision of applicable federal or state laws, or except to
          the extent necessary to prevent detriment to the Company as so
          determined by the Board.

14.       SUBSTITUTION OF OPTION. If a Participant has been granted an Option to
          purchase Shares under an Option Agreement, then except as limited by
          the terms of the Option Agreement, the Participant may direct that the
          Option be converted into an Option to purchase other Shares in whole
          percentages and without limitations on frequency of substitution as
          permitted by the Option Agreement. Such substitution shall only be
          allowed to the extent that, immediately following the substitution,
          the difference between the fair market value of the Shares subject to
          the substituted Option and the Option Price of the substituted Option
          is no greater than the difference which existed immediately prior to
          the substitution between the fair market value of the Shares subject
          to the original Option and the Option Price of the original Option.

15.       ADMINISTRATION OF THE PLAN. The Board, in its sole discretion, is
          authorized to select the Employees who may receive Options. The Board,
          or the person or persons appointed by the Board to serve as
          Administrator, shall be the Administrator of the Plan. The
          Administrator, in its sole discretion, is authorized to interpret the
          Plan, to prescribe, amend and rescind rules and regulations relating
          to the Plan and to the Options granted under the Plan, to determine
          the form and content of Options to be issued under the Plan, and to

                                        6
<PAGE>

          make such other determinations and exercise such other power and
          authority as may be necessary or advisable for the administration of
          the Plan. No fee or compensation shall be paid to any person for
          services as the Administrator (but this does not prevent the payment
          of salary otherwise payable to an employee of the Company for other
          services as an employee of the Company). The Administrator in its sole
          discretion may delegate and pay compensation for services rendered
          relating to the ministerial duties of plan administration including,
          but not limited to, selection of investments available under the Plan.
          Any determination made by the Administrator pursuant to the powers set
          forth herein is final, binding and conclusive upon each Participant
          and upon any other person affected by such decision, subject to the
          claims procedure hereinafter set forth. The Administrator shall decide
          any question which may arise regarding the rights of Participants and
          beneficiaries, and the amounts of their respective interests, adopt
          such rules and to exercise such powers as the Administrator may deem
          necessary for the administration of the Plan, and exercise any other
          rights, powers or privileges granted to the Administrator by the terms
          of the Plan. The Administrator shall maintain full and complete
          records of its decisions. Its records shall contain all relevant data
          pertaining to the Participant and his or her rights and duties under
          the Plan. The Administrator shall have the duty to maintain Account
          records for all Participants. The Administrator shall cause the
          principal provisions of the Plan to be communicated to the
          Participants, and a copy of the Plan and other documents shall be
          available at the principal office of the Company for inspection by the
          Participants at reasonable times determined by the Administrator.

16.       CONTINUED EMPLOYMENT NOT PRESUMED. Nothing in the Plan or any document
          describing it nor the grant of an Option via an Option Agreement shall
          give any Participant the right to continue in employment with the
          Company or affect the right of the Company to terminate the employment
          of any such person with or without cause.

17.       AMENDMENT AND TERMINATION OF THE PLAN OR OPTION AGREEMENT. The Board,
          in its sole discretion, may amend, suspend or discontinue the Plan or
          Option Agreement. No amendment, suspension, or discontinuance shall
          impair the rights of any Participant except to the extent necessary to
          comply with any provision of applicable federal or state laws or
          except to the extent necessary to prevent detriment to the Company as
          so determined by the Board.

18.       GOVERNING LAW. The Plan shall be governed by and construed in
          accordance with the laws of the Commonwealth of Massachusetts.

19.       SEVERABILITY OF PROVISIONS. Should any provision of the Plan be
          determined to be invalid, illegal or unenforceable, such invalidity,

                                        7
<PAGE>

          illegality or unenforceability shall not affect the remaining
          provisions of the Plan, but such provision shall be fully severable,
          and the Plan shall be construed and enforced as if such provision had
          never been inserted herein.

20.       HEDGE OF LIABILITY CREATED BY THE OPTION PLAN. At the sole discretion
          of the Board, the liability created by the grant of the Options issued
          pursuant to the Plan may be offset by the Company entering into a
          hedging transaction. The hedging transaction may consist of the
          Company purchasing all or part of the Shares subject to the Options
          issued pursuant to the Plan, at date of grant of the Options or at any
          time during the Option exercise period.

21.       CLAIMS PROCEDURE. In general, any claim for benefits under the Plan
          shall be filed by the Participant or beneficiary ("claimant") on the
          form prescribed for such purpose with the Administrator. If a claim
          for benefits under the Plan is wholly or partially denied, notice of
          the decision shall be furnished to the claimant by the Administrator
          within a reasonable period of time after receipt of the claim by the
          Administrator. The claims procedure shall be as follows:

          (a)  Any claimant who is denied a claim for benefits shall be
               furnished written notice setting forth:

               (i)   The specific reason or reasons for the denial;

               (ii)  Specific reference to the pertinent provision of the Plan
                     upon which the denial is based;

               (iii) A description of any additional material or information
                     necessary for the claimant to perfect the claim; and

               (iv)  An explanation of the claim review procedure under the
                     Plan.

          (b)  In order that a claimant may appeal a denial of a claim, the
               claimant or the claimant's duly authorized representative may:

               (i)   Request a review by written application to the
                     Administrator, or its designate, no later than sixty (60)
                     days after receipt by the claimant of written notification
                     of denial of a claim;

               (ii)  Review pertinent documents; and

               (iii) Submit issues and comments in writing.

          (c)  A decision on review of a denied claim shall be made not later
               than sixty (60) days after receipt of a request for review,
               unless special circumstances require an extension of time for
               processing, in which case a decision shall be rendered within a
               reasonable period of time, but not later than one hundred and
               twenty (120) days after receipt of a request for review. The
               decision on a review shall be in writing and shall include the
               specific reason(s) for the decision and the specific reference(s)
               to the pertinent provisions of the Plan on which the decision is
               based.

                                        8
<PAGE>

22.       DESIGNATION OF BENEFICIARY. A Participant, by filing the prescribed
          form with the Administrator, may designate one or more beneficiaries
          and successor beneficiaries who shall be given the right to exercise
          Options in accordance with the terms of the Plan in the event of the
          Participant's death. In the event the Participant does not file a form
          designating one or more beneficiaries, or no designated beneficiary
          survives the Participant, the Option shall be exercisable by the
          individual to whom such right passes by will or the laws or descent
          and distribution.

23.       INTENT. The Plan is intended to be unfunded and maintained by the
          Company solely to provide options to a select group of management or
          highly compensated employees as such group is described under Sections
          201(2), 301(a)(3), and 401(a)(1) of the Employee Retirement Income
          Security Act of 1974 ("ERISA") as interpreted by the U.S. Department
          of Labor. The Plan is not intended to be a plan described in Sections
          401(a) or 457 of the Code. The obligation of the Company to deliver
          Shares subject to the Options granted under this Plan constitutes
          nothing more than an unsecured promise of the Company to fulfill such
          obligations and any property of the Company that may be set aside to
          permit it to fulfill such obligations under the Plan shall, in the
          event of the Company's bankruptcy or insolvency, remain subject to the
          claims of the Company's general creditors until such Options are
          exercised.












                                        9

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5.1
<SEQUENCE>4
<FILENAME>exhibit5-1_11477.txt
<DESCRIPTION>OPINION OF ROPES & GRAY
<TEXT>
                                                                     EXHIBIT 5.1
                                                                     -----------




                            [Ropes & Gray Letterhead]



                                                                 August 26, 2002


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

     Re:  Boston Scientific Corporation
          -----------------------------

Ladies and Gentlemen:

     This opinion is furnished to you in connection with a registration
statement on Form S-8, and all exhibits thereto (the "Registration Statement"),
filed with the Securities and Exchange Commission under the Securities Act of
1933, as amended, for the registration of obligations (the "Obligations") of
Boston Scientific Corporation, a Delaware corporation (the "Company"), to
deliver to participants in the Boston Scientific Deferred Compensation Option
Program (the "Plan"), upon participants' exercise of options issued under the
Plan, shares of mutual funds underlying such options or the fair market value of
such shares in cash.

     We have acted as counsel for the Company and are familiar with the actions
taken by the Company in connection with the adoption of the Plan. For purposes
of this opinion we have examined the Registration Statement, the Plan and such
other documents, records, certificates and other instruments as we have deemed
necessary.

     We express no opinion as to the applicability of, compliance with or effect
of Federal law or the law of any jurisdiction other than the Commonwealth of
Massachusetts and the General Corporation Law of the State of Delaware.

     Based on the foregoing, we are of the opinion that the Obligations, when
established pursuant to the terms of the Plan, will be valid and binding
obligations of the Company or of its participating subsidiaries to the extent
provided in the Plan, enforceable against the Company or such subsidiaries in
accordance with their terms and the terms of the Plan, except as enforceability
(i) may be limited by bankruptcy, insolvency, reorganization or other similar
laws affecting creditors' rights generally, and (ii) is subject to general
principles of equity (regardless of whether such enforceability is considered in
a proceeding in equity or at law).

     We hereby consent to your filing this opinion as an exhibit to the
Registration Statement. In giving this consent, we do not admit that we are in
the category of persons whose consent is required under Section 7 of the
Securities Act or the rules and regulations of the Commission promulgated
thereunder.

     It is understood that this opinion is to be used only in connection with
the offer and sale of the Obligations while the Registration Statement is in
effect.

                                           Very truly yours,


                                           /s/ Ropes & Gray


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.1
<SEQUENCE>5
<FILENAME>exhibit23-1_11477.txt
<DESCRIPTION>CONSENT OF ERNST & YOUNG LLP
<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 Deferred Compensation Option Program of
our report dated January 29, 2002, 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, 2001 and of our report
dated March 25, 2002 with respect to the financial statement schedule included
in the above Annual Report, filed with the Securities and Exchange Commission.





                                                        /s/ Ernst & Young LLP

Boston, Massachusetts
August 22, 2002



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