<SUBMISSION>
<ACCESSION-NUMBER>0001072613-04-001780
<TYPE>8-K
<PUBLIC-DOCUMENT-COUNT>3
<PERIOD>20040924
<ITEMS>1.01
<ITEMS>9.01
<FILING-DATE>20040930
<DATE-OF-FILING-DATE-CHANGE>20040930
<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>8-K
<ACT>34
<FILE-NUMBER>001-11083
<FILM-NUMBER>041055643
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>ONE BOSTON SCIENTIFIC PL
<CITY>NATICK
<STATE>MA
<ZIP>01760-1537
<PHONE>5086508000
</BUSINESS-ADDRESS>
</FILER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>form8-k_12974.txt
<DESCRIPTION>BOSTON SCIENTIFIC CORP. FORM 8-K
<TEXT>
================================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON, DC 20549


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


                                    FORM 8-K


                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934



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



      Date of Report (Date of earliest event reported): September 24, 2004



                          BOSTON SCIENTIFIC CORPORATION
               --------------------------------------------------
               (Exact name of registrant as specified in charter)



   DELAWARE                          1-11083                    04-2695240
---------------                   -----------                  -------------
(State or other                   (Commission                  (IRS employer
 jurisdiction of                  file number)               identification no.)
 incorporation)



          ONE BOSTON SCIENTIFIC PLACE, NATICK, MASSACHUSETTS 01760-1537
          -------------------------------------------------- ----------
               (Address of principal executive offices)      (Zip code)



       Registrant's telephone number, including area code: (508) 650-8000


Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the fling obligation of the registrant under any of the
following provisions:

[_] Written communication pursuant to Rule 425 under the Securities Act (17 CFR
    230.425)
[_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
    240.14a-12)
[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
    Act (17 CFR 240.14d-2(b))
[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
    Act (17 CFR 240.13e-4(c))

================================================================================
<PAGE>

ITEM 1.01.  ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

         On September 24, 2004, the Board of Directors of Boston Scientific
Corporation (the "Company") approved an amendment to the Company's 401(k)
Retirement Savings Plan (the "Plan") that provides for, among other things, a
one-time special contribution by the Company to the Plan. This special
retirement supplement will be apportioned to eligible employees based on pay and
years of service. The Company anticipates that this retirement supplement will
result in a charge to earnings for the third quarter of approximately $110
million. The amendment also provides for an increase from four percent to six
percent of eligible pay in the amount the Company matches employee pre-tax
contributions. A copy of the form of amendment is furnished with this report as
Exhibit 10.1.

         The Company issued a press release announcing the enhancements to its
401(k) Retirement Savings Plan on September 28, 2004. A copy of the release is
furnished with this report as Exhibit 99.1.




ITEM 9.01.  FINANCIAL STATEMENTS AND EXHIBITS.


            10.1    Form of Third Amendment to the Boston Scientific Corporation
                    401(k) Retirement Savings Plan

            99.1    Press Release issued by Boston Scientific Corporation dated
                    September 28, 2004.




















                                       2
<PAGE>

                                    SIGNATURE


          Pursuant to the requirements of the Securities and Exchange Act of
1934, as amended, the Registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.







                               BOSTON SCIENTIFIC CORPORATION




Date:  September 30, 2004      By:  /s/ Lawrence J. Knopf
                                    --------------------------------------------
                                    Lawrence J. Knopf
                                    Vice President and Assistant General Counsel

































                                       3
<PAGE>

                                INDEX TO EXHIBITS






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

     10.1              Form of Third Amendment to the Boston Scientific
                       Corporation 401(k) Retirement Savings Plan

     99.1              Press Release issued by Boston Scientific Corporation
                       dated September 28, 2004.



































                                       4

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>exh10-1_12974.txt
<DESCRIPTION>FORM OF THIRD AMENDMENT TO 401(K) PLAN
<TEXT>
                                                                    EXHIBIT 10.1
                                                                    ------------

                          BOSTON SCIENTIFIC CORPORATION
                         401(K) RETIREMENT SAVINGS PLAN

                             FORM OF THIRD AMENDMENT

         Pursuant to Section 10.1 of the Boston Scientific Corporation 401(k)
Retirement Savings Plan as amended and restated effective January 1, 2001 (the
"Plan"), and as further amended from time to time, Boston Scientific Corporation
hereby amends the Plan as follows:

         1. Effective July 1, 2004, Section 2.1 is amended by deleting such
Section in its entirety and substituting the following:

         "2.1 DATE OF PARTICIPATION.

                  (a) Any individual who was a Participant on June 30, 2004 and
         is an Eligible Employee on July 1, 2004 will, subject to Section 2.2,
         continue to be a Participant.

                  (b) Any other individual will become a Participant on the
         Entry Date coinciding with or next following the latest of

                           (1) July 1, 2004;

                           (2) the date on which he or she becomes an Eligible
                               Employee;

                           (3) the date on which he or she attains age 18; and

                           (4) the 30th day after the date he or she completes
                               an Hour of Service;

         provided that (i) he or she is an Eligible Employee on such Entry Date
         and (ii) he or she has in effect on such Entry Date a compensation
         reduction authorization described in Section 3.2 which was submitted in
         the manner prescribed by the Committee. Unless otherwise provided by
         the Committee, an Employee who has satisfied the requirements of (1),
         (2), (3) and (4) above, but who has failed to satisfy the requirements
         of (i) or (ii) above, will become a Participant on the first Entry Date
         coinciding with or next following the date on which the requirements of
         both (i) and (ii) are satisfied. Notwithstanding the foregoing, an
         Employee who has satisfied the requirements of (2) and (3) above, but
         has not satisfied the other requirements of this subsection (b) will
         become a Participant on the date that a Special Discretionary
         Contribution is made to the Plan on his or her behalf pursuant to
         Section 3.14.

                  (c) Unless otherwise provided in Schedule B, in the event the
         Plan Sponsor acquires a business of another employer, through an
         acquisition of either assets or stock, an Employee who was employed by
         such other employer immediately prior to such acquisition shall have
         his or her prior service with such other employer taken into account,
         as if it were service with an Affiliated Employer, for purposes of
         (b)(4) above and Section 14.14(b).

                                      -1-
<PAGE>

                  (d) An Employee who, immediately before becoming an Eligible
         Employee, has a contribution agreement in effect with an Affiliated
         Employer under a separate plan described in section 401(k) of the Code
         shall become a Participant on the payroll date coinciding with or next
         following the date he or she becomes an Eligible Employee, provided
         that he or she has a compensation reduction authorization in effect on
         such payroll date."

         2. Effective January 1, 2005, Section 3.3 is amended by deleting such
Section in its entirety and substituting the following:

         "3.3 MATCHING CONTRIBUTIONS.

                  (a) On a bi-weekly basis, each Participating Employer will
         make a Matching Contribution to the Trust for the benefit of each
         Participant on whose behalf it made Elective Contributions for the
         period. The amount of Matching Contribution made by a Participating
         Employer for the period shall be equal to (i) 200% of the Elective
         Contributions made on behalf of the Participant for the period which do
         not exceed 2% of the Participant's Compensation for the period, plus
         (ii) 50% of the Elective Contributions made on behalf of the
         Participant for the period which exceed 2% but do not exceed 6% of the
         Participant's Compensation for the period. For purposes of this Section
         3.3, catch-up Elective Contributions described in Section 3.1 shall not
         be taken into account.

                  (b) If (i) a Participant is an Eligible Employee on the last
         day of the Plan Year, and (ii) the aggregate Matching Contributions
         made by his or her Participating Employer under paragraph (a) above to
         the Trust for the benefit of such Participant with respect to such Plan
         Year are less than the lesser of (1) 200% of the Participant's Elective
         Contributions for such Plan Year which do not exceed 2% of the
         Participant's Compensation for such Plan Year plus 50% of the
         Participant's Elective Contributions for such Plan Year which exceed 2%
         but do not exceed 6% of the Participant's Compensation for such Plan
         Year, and (2) 6% of such Participant's Compensation for such Plan Year,
         then the Participating Employer shall make a further contribution to
         the Trust, for the benefit of such Participant, to be credited to his
         or her Matching Contribution Account, such that the aggregate Matching
         Contributions made by the Participating Employer for the benefit of
         such Participant for the Plan Year under this Section shall equal the
         lesser of the amounts set forth in clauses (1) and (2) above."

         3. Effective January 1, 2004, Article 3 is amended by adding a new
Section 3.14 which reads in its entirety as follows:

         "3.14 SPECIAL DISCRETIONARY CONTRIBUTION. For the Plan Year ending on
December 31, 2004, the Participating Employers shall contribute to the Plan a
Discretionary Contribution solely in accordance with this Section 3.14,
notwithstanding any provision in Section 3.4 to the contrary (such Discretionary
Contribution made pursuant to this Section to be referred to as the "Special
Discretionary Contribution").

                  (a) The Special Discretionary Contribution shall be made in
         cash and shall be credited to the Accounts of Employees who:

                                      -2-
<PAGE>

                           (i) are Eligible Employees on the last day of the
                  Plan Year, or

                           (ii) have ceased to be Eligible Employees during the
                  Plan Year by reason of severance from employment after
                  attaining age 62 or on account of death or Disability;

         provided, however, that each such Employee (x) satisfies the age
         requirement of Section 2.1(b)(3) as of the last day of the Plan Year
         (or satisfied such age requirement as of the date of death, severance
         from employment, or Disability, if applicable under clause (ii) of this
         sentence), and (y) is not a nonresident alien who has no United States
         source income.

                  (b) The amount of any such Special Discretionary Contribution
         to be allocated and credited to the Discretionary Contribution Account
         of each Employee described in subsection (a) of this Section 3.14 shall
         be determined according to the following formula:

                                     3% x C x Y

         where C means such Employee's Compensation for the Plan Year ending on
         December 31, 2004, and Y means one-twelfth of the Employee's number of
         complete months of service with an Affiliated Employer, determined at
         the close of the Plan Year ending on December 31, 2004. For purposes of
         determining an Employee's months of service under the immediately
         preceding sentence, an Employee who was employed by a business or
         employer that the Plan Sponsor acquired through the acquisition either
         of assets or stock shall have his or her prior service with such other
         employer taken into account as if it were service with an Affiliated
         Employer, provided that such Employee was employed by such other
         employer immediately prior to such acquisition. The amount allocated
         hereunder to any Employee shall be reduced to the extent necessary to
         satisfy the limitation of Section 11.2, and to prevent the allocation
         from exceeding $41,000, and the excess shall not be reallocated to any
         other Employee."

         4. Effective January 1, 2004, subsection (c) of Section 14.8 is amended
by adding the following sentence at the end thereof:

         "Notwithstanding the foregoing provisions of this subsection (c),
         solely for purposes of allocating the Special Discretionary
         Contribution under Section 3.14 for the Plan Year ending December 31,
         2004, Compensation shall not include commissions actually paid to any
         Employee for such Plan Year, but shall include an amount equal to the
         average annual aggregate commissions paid to any Employee for the three
         Plan Years ending in 2002, 2003, and 2004."



                                    * * * * *


                                      -3-
<PAGE>


         IN WITNESS WHEREOF, Boston Scientific Corporation has caused this
amendment to be executed in its name and on its behalf this ___ day of
___________, 2004.


                                          BOSTON SCIENTIFIC CORPORATION



                                          By:  __________________________

                                          Title:  _______________________



























                                      -4-

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>3
<FILENAME>exh99-1_12974.txt
<DESCRIPTION>PRESS RELEASE ISSUED SEPTEMBER 28, 2004
<TEXT>
                                                                    EXHIBIT 99.1
                                                                    ------------

NEWS
FOR IMMEDIATE RELEASE
=====================


                    BOSTON SCIENTIFIC ANNOUNCES ENHANCEMENTS
                        TO U.S. EMPLOYEE RETIREMENT PLAN


            COMPANY TO PROVIDE ONE-TIME SUPPLEMENT TO 401(k) ACCOUNTS
                 AND INCREASE LEVEL OF ITS MATCHING CONTRIBUTION



Natick, MA (September 28, 2004) -- Boston Scientific Corporation (NYSE: BSX)
today announced that it will make a special one-time contribution to the
Company's U.S. 401(k) Retirement Savings Plan. All eligible employees will
receive the supplement, which will be apportioned based on pay and years of
service. Boston Scientific also announced that beginning in January 2005, the
Company will increase the amount it matches when employees make a pre-tax
contribution to the 401(k) plan, from four percent to six percent of pay.

"We are very pleased to be in a position to enhance our 401(k) plan, which is
the primary vehicle used by U.S. employees to save for retirement," said Jim
Tobin, President and Chief Executive Officer of Boston Scientific. "We view
retirement savings as a partnership between employees and the Company. The
supplement and increased contribution announced today, as well as earlier
increases in the Company's matching contribution, will help our employees and
their families plan for the future."

Employees will receive their share of the special contribution in their 401(k)
accounts during the second quarter of 2005. The Company anticipates that the
retirement supplement will result in a charge to earnings for the third quarter
of approximately $110 million.

Boston Scientific is a worldwide developer, manufacturer and marketer of medical
devices whose products are used in a broad range of interventional medical
specialties. For more information, please visit: www.bostonscientific.com.

This press release contains forward-looking statements. The Company wishes to
caution the reader of this press release that actual results may differ from
those discussed in the forward-looking statements and may be adversely affected
by, among other things, risks associated with the Company's overall business
strategy and other factors described in the Company's filings with the
Securities and Exchange Commission.

CONTACT:     Milan Kofol                           Paul Donovan
             508-650-8569 (Office)                 508-650-8541 (Office)
             617-834-8595 (Mobile)                 508-667-5165 (Mobile)
             Investor Relations                    Media Relations

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