<SUBMISSION>
<ACCESSION-NUMBER>0001072613-04-002173
<TYPE>8-K
<PUBLIC-DOCUMENT-COUNT>3
<PERIOD>20041111
<ITEMS>1.01
<ITEMS>9.01
<FILING-DATE>20041115
<DATE-OF-FILING-DATE-CHANGE>20041115
<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>041146964
</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_13102.txt
<DESCRIPTION>FORM 8-K DATED NOVEMBER 15, 2004
<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): November 11, 2004

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

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


          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 November 11, 2004, Boston Scientific Corporation amended its existing
$1,500 million revolving credit facility to increase its borrowing capacity by
$123,750,000 and amended its existing $500 million 364-day revolving credit
facility to increase its borrowing capacity by $41,250,000. The revolving credit
facilities provide borrowing capacity and support the Company's commercial
paper. Use of the borrowings is unrestricted and the borrowings are unsecured. A
copy of the form of amendments are furnished with this report as Exhibits 10.1
and 10.2.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.


     10.1   Form of First Amendment dated November 11, 2004 to the Multi-Year
            Revolving Credit Agreement dated as of May 14, 2004

     10.2   Form of First Amendment dated November 11, 2004 to the 364-Day
            Revolving Credit Agreement dated as of May 14, 2004
















<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: November 15, 2004         By: /s/ Lawrence J. Knopf
                                    ------------------------------
                                    Lawrence J. Knopf
                                    Vice President and Assistant General Counsel
























</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>exh10-1_13102.txt
<DESCRIPTION>MULTI-YEAR REVOLVING CREDIT AGREEMENT
<TEXT>
                                                                    EXHIBIT 10.1
                                                                    ------------

                             FORM OF FIRST AMENDMENT

     FIRST AMENDMENT, dated as of November 11, 2004 (this "Amendment"), to the
Multi-Year Revolving Credit Agreement, dated as of May 14, 2004 (as amended,
supplemented or otherwise modified from time to time, the "Credit Agreement"),
among (i) BOSTON SCIENTIFIC CORPORATION, a Delaware corporation (the
"Borrower"), (ii) the several banks and other financial institutions from time
to time parties thereto (the "Lenders"), (iii) BANK OF AMERICA, N.A., and
WACHOVIA BANK, NATIONAL ASSOCIATION, as Syndication Agents (each in such
capacity, a "Syndication Agent", and collectively, the "Syndication Agents"),
(iv) ABN AMRO BANK N.V., CITICORP USA, INC., DEUTSCHE BANK AG NEW YORK BRANCH,
SUMITOMO MITSUI BANKING CORPORATION and THE BANK OF TOKYO-MITSUBISHI LTD., NEW
YORK BRANCH, as Documentation Agents (each in such capacity, a "Documentation
Agent", and collectively, the "Documentation Agents"), and (v) JPMORGAN CHASE
BANK, as administrative agent for the Lenders thereunder (in such capacity, the
"Administrative Agent").

                              W I T N E S S E T H:

     WHEREAS, pursuant to the Credit Agreement, the Lenders have agreed to make
certain extensions of credit to the Borrower; and

     WHEREAS, the Borrower and Lenders have agreed to allow UBS Loan Finance LLC
("UBS") to become a Lender under the Credit Agreement
and to increase the Aggregate Revolving Credit Commitments under the Credit
Agreement in an amount equal to the Revolving Credit Commitment of UBS Loan
Finance LLC in the manner provided for in this Amendment; and

     WHEREAS, the Lenders and the Administrative Agent are willing to agree to
such amendment to the Credit Agreement, subject to the terms and conditions set
forth herein;

     NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein, the Borrower, the Lenders and the Administrative Agent hereby
agree as follows:

     SECTION 1.1. Defined Terms. Terms defined in the Credit Agreement and used
herein shall have the meanings given to them in the Credit Agreement.

     SECTION 1.2. Amendments to Schedule I to the Credit Agreement. (a) Schedule
I to the Credit Agreement is hereby amended by inserting therein the following
entity, which shall be a Lender for all purposes under the Credit Agreement
following the Amendment Effective Date (as defined below), and related
information:

================================================================================
  Lender and Address       Revolving Credit Commitment  Multicurrency Commitment
-------------------------  ---------------------------  ------------------------
UBS Loan Finance LLC               $123,750,000                 $49,500,000
677 Washington Boulevard
Stamford, CT 06901
Attention:  Paula Mueller
Phone:  (203) 719-5253
Fax:  (203) 719-5275
================================================================================

     (b) The "Aggregate Revolving Credit Commitments" as listed on Schedule I to
the Credit Agreement are hereby increased from $1,500,000,000 to $1,623,750,000.

<PAGE>

                                                                               2

     SECTION 1.3. Amendment to Subsection 1.1 (Definitions). The definition of
the term "L/C Commitment" in subsection 1.1 of the Credit Agreement is hereby
amended by deleting the number "$600,000,000" therein and inserting, in lieu
thereof, the number "$649,500,000".

     SECTION 1.4. Amendment to Subsections 2.12, 2.16(b), 3.1(c)(ii), 4.1(c) and
5.1(a). Subsections 2.12, 2.16(b), 3.1(c)(ii), 4.1(c) and 5.1(a) of the Credit
Agreement are hereby amended by deleting the number "$600,000,000" each time it
occurs in such subsections and inserting, in lieu thereof, the number
"$649,500,000".

     SECTION 1.5. Conditions to Effectiveness. This Amendment shall become
effective as of the date hereof on the date (the "Amendment Effective Date") on
which the Borrower, the Administrative Agent and the Majority Lenders shall have
executed and delivered to the Administrative Agent this Amendment.

     SECTION 1.6. Representation and Warranties. To induce the Administrative
Agent to enter into this Amendment, the Borrower hereby represents and warrants
to the Administrative Agent and all of the Lenders as of the Amendment Effective
Date that:

     (a)  Corporate Power; Authorization; Enforceable Obligations.

          (i) The Borrower has the corporate power and authority, and the legal
     right, to make and deliver this Amendment and to perform its obligations
     under the Loan Documents, as amended by this Amendment, and has taken all
     necessary corporate action to authorize the execution, delivery and
     performance of this Amendment and the performance of the Loan Documents, as
     so amended.

          (ii) No consent or authorization of, approval by, notice to, filing
     with or other act by or in respect of, any Governmental Authority or any
     other Person is required in connection with the execution and delivery of
     this Amendment or with the performance, validity or enforceability of the
     Loan Documents, as amended by this Amendment.

          (iii) This Amendment has been duly executed and delivered on behalf of
     the Borrower.

          (iv) This Amendment and each Loan Document, as amended by this
     Amendment, constitutes a legal, valid and binding obligation of the
     Borrower enforceable against the Borrower in accordance with its terms,
     except as affected by bankruptcy, insolvency, fraudulent conveyance,
     reorganization, moratorium and other similar laws relating to or affecting
     the enforcement of creditors' rights generally, general equitable
     principles (whether considered in a proceeding in equity or at law) and an
     implied covenant of good faith and fair dealing.

     (b) Representations and Warranties. The representations and warranties made
by the Borrower in and pursuant to the Loan Documents (other than in Section
6.2, 6.6 and 6.8 of the Credit Agreement, which shall be true as of the Closing
Date) are true and correct in all material respects on and as of the Amendment
Effective Date, after giving effect to the effectiveness of this Amendment, as
if made on and as of the Amendment Effective Date.

<PAGE>

                                                                               3

     SECTION 1.7. Agreement of UBS. UBS hereby agrees that it will be bound by
the provisions of the Credit Agreement and will perform in accordance with its
terms all the obligations which by the terms of the Credit Agreement are
required to be performed by it as a Lender.

     SECTION 1.8. Payment of Expenses. The Borrower agrees to pay or reimburse
the Administrative Agent for all of its reasonable out-of-pocket costs and
expenses incurred in connection with this Amendment, any other documents
prepared in connection herewith and the transactions contemplated hereby,
including, without limitation, the reasonable fees and disbursements of counsel
to the Administrative Agent.

     SECTION 1.9. No Other Amendments; Confirmation. Except as expressly
amended, modified and supplemented hereby, the provisions of the Credit
Agreement and the other Loan Documents are and shall remain in full force and
effect.

     SECTION 1.10. Governing Law; Counterparts. (a) This Amendment and the
rights and obligations of the parties hereto shall be governed by, and construed
and interpreted in accordance with, the laws of the State of New York.

     (b) This Amendment may be executed by one or more of the parties to this
Amendment on any number of separate counterparts, and all of said counterparts
taken together shall be deemed to constitute one and the same instrument.













<PAGE>

     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and delivered by their respective proper and duly authorized
officers as of the day and year first above written.



                                  BOSTON SCIENTIFIC CORPORATION


                                  By:  ____________________________
                                       Name:
                                       Title:






























                 First Amendment to Multi-Year Credit Agreement

<PAGE>

                                  JPMORGAN CHASE BANK,
                                    as Administrative Agent and as a Lender


                                  By:  ____________________________
                                       Name:
                                       Title:




































                 First Amendment to Multi-Year Credit Agreement

<PAGE>

                                  UBS LOAN FINANCE LLC



                                  By:  ____________________________
                                       Name:
                                       Title:



































                 First Amendment to Multi-Year Credit Agreement

<PAGE>


                                  BANK OF AMERICA, N.A.,
                                    as Syndication Agent and as a Lender


                                  By:  ____________________________
                                       Name:
                                       Title:



































                 First Amendment to Multi-Year Credit Agreement

<PAGE>


                                  WACHOVIA BANK, NATIONAL ASSOCIATION,
                                    as Syndication Agent and as a Lender


                                  By:  ____________________________
                                       Name:
                                       Title:



































                 First Amendment to Multi-Year Credit Agreement

<PAGE>

                                  ABN AMRO BANK N.V.,
                                    as Documentation Agent and as a Lender


                                  By:  ____________________________
                                       Name:
                                       Title:




































                 First Amendment to Multi-Year Credit Agreement

<PAGE>

                                  CITICORP USA, INC.,
                                          as Documentation Agent and as a Lender


                                  By:  ____________________________
                                       Name:
                                       Title:


































                 First Amendment to Multi-Year Credit Agreement


<PAGE>

                                  DEUTSCHE BANK AG NEW YORK BRANCH,
                                    as Documentation Agent and as a Lender


                                  By:  ____________________________
                                       Name:
                                       Title:



































                 First Amendment to Multi-Year Credit Agreement

<PAGE>

                                  SUMITOMO MITSUI BANKING CORPORATION,
                                    as Documentation Agent and as a Lender


                                  By:  ____________________________
                                       Name:
                                       Title:


































                 First Amendment to Multi-Year Credit Agreement

<PAGE>


                                  THE BANK OF TOKYO-MITSUBISHI LTD.,
                                    NEW YORK BRANCH,
                                      as Documentation Agent and as a Lender


                                  By:  ____________________________
                                       Name:
                                       Title:

































                 First Amendment to Multi-Year Credit Agreement

<PAGE>

                                  [EACH OTHER LENDER],
                                     as a Lender

                                  By:  ____________________________
                                       Name:
                                       Title:
































                 First Amendment to Multi-Year Credit Agreement

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>3
<FILENAME>exh10-2_13102.txt
<DESCRIPTION>364-DAY REVOLVING CREDIT AGREEMENT
<TEXT>
                                                                    EXHIBIT 10.2
                                                                    ------------

                             FORM OF FIRST AMENDMENT

     FIRST AMENDMENT, dated as of November 11, 2004 (this "Amendment"), to the
364-Day Revolving Credit Agreement, dated as of May 14, 2004 (as amended,
supplemented or otherwise modified from time to time, the "Credit Agreement"),
among (i) BOSTON SCIENTIFIC CORPORATION, a Delaware corporation (the
"Borrower"), (ii) the several banks and other financial institutions from time
to time parties thereto (the "Lenders"), (iii) BANK OF AMERICA, N.A., and
WACHOVIA BANK, NATIONAL ASSOCIATION, as Syndication Agents (each in such
capacity, a "Syndication Agent", and collectively, the "Syndication Agents"),
(iv) ABN AMRO BANK N.V., CITICORP USA, INC., DEUTSCHE BANK AG NEW YORK BRANCH,
SUMITOMO MITSUI BANKING CORPORATION and THE BANK OF TOKYO-MITSUBISHI LTD., NEW
YORK BRANCH, as Documentation Agents (each in such capacity, a "Documentation
Agent", and collectively, the "Documentation Agents"), and (v) JPMORGAN CHASE
BANK, as administrative agent for the Lenders thereunder (in such capacity, the
"Administrative Agent").

                              W I T N E S S E T H:

     WHEREAS, pursuant to the Credit Agreement, the Lenders have agreed to make
certain extensions of credit to the Borrower; and

     WHEREAS, the Borrower and Lenders have agreed to allow UBS Loan Finance LLC
("UBS") to become a Lender under the Credit Agreement and to increase the
Aggregate Commitments under the Credit Agreement in an amount equal to the
Commitment of UBS Loan Finance LLC in the manner provided for in this Amendment;
and

     WHEREAS, the Lenders and the Administrative Agent are willing to agree to
such amendment to the Credit Agreement, subject to the terms and conditions set
forth herein;

     NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein, the Borrower, the Lenders and the Administrative Agent hereby
agree as follows:

     SECTION 1.1. Defined Terms. Terms defined in the Credit Agreement and used
herein shall have the meanings given to them in the Credit Agreement.

     SECTION 1.2. Amendments to Schedule I to the Credit Agreement. (a) Schedule
I to the Credit Agreement is hereby amended by inserting therein the following
entity, which shall be a Lender for all purposes under the Credit Agreement
following the Amendment Effective Date (as defined below), and related
information:

================================================================================
   Lender and Address                             Commitment
------------------------- ------------------------------------------------------
UBS Loan Finance LLC                             $41,250,000
677 Washington Boulevard
Stamford, CT 06901
Attention:  Paula Mueller
Phone: (203) 719-5253
Fax: (203) 719-5275

================================================================================

     (b) The "Aggregate Commitments" as listed on Schedule I to the Credit
Agreement are hereby increased from $500,000,000 to $541,250,000.

<PAGE>

                                                                               2

     SECTION 1.3. Conditions to Effectiveness. This Amendment shall become
effective as of the date hereof on the date (the "Amendment Effective Date") on
which the Borrower and the Administrative Agent shall have executed and
delivered to the Administrative Agent this Amendment.

     SECTION 1.4. Representation and Warranties. To induce the Administrative
Agent to enter into this Amendment, the Borrower hereby represents and warrants
to the Administrative Agent and all of the Lenders as of the Amendment Effective
Date that:

     (a) Corporate Power; Authorization; Enforceable Obligations.

          (i) The Borrower has the corporate power and authority, and the legal
     right, to make and deliver this Amendment and to perform its obligations
     under the Loan Documents, as amended by this Amendment, and has taken all
     necessary corporate action to authorize the execution, delivery and
     performance of this Amendment and the performance of the Loan Documents, as
     so amended.

          (ii) No consent or authorization of, approval by, notice to, filing
     with or other act by or in respect of, any Governmental Authority or any
     other Person is required in connection with the execution and delivery of
     this Amendment or with the performance, validity or enforceability of the
     Loan Documents, as amended by this Amendment.

          (iii) This Amendment has been duly executed and delivered on behalf of
     the Borrower.

          (iv) This Amendment and each Loan Document, as amended by this
     Amendment, constitutes a legal, valid and binding obligation of the
     Borrower enforceable against the Borrower in accordance with its terms,
     except as affected by bankruptcy, insolvency, fraudulent conveyance,
     reorganization, moratorium and other similar laws relating to or affecting
     the enforcement of creditors' rights generally, general equitable
     principles (whether considered in a proceeding in equity or at law) and an
     implied covenant of good faith and fair dealing.

     (b) Representations and Warranties. The representations and warranties made
by the Borrower in or pursuant to the Loan Documents (other than in Section 6.2,
6.6 and 6.8 of the Credit Agreement, which shall be true as of the Closing Date)
are true and correct in all material respects on and as of the Amendment
Effective Date, after giving effect to the effectiveness of this Amendment, as
if made on and as of the Amendment Effective Date.

     SECTION 1.5. Agreement of UBS. UBS hereby agrees that it will be bound by
the provisions of the Credit Agreement and will perform in accordance with its
terms all the obligations which by the terms of the Credit Agreement are
required to be performed by it as a Lender.

     SECTION 1.6. Payment of Expenses. The Borrower agrees to pay or reimburse
the Administrative Agent for all of its reasonable out-of-pocket costs and
expenses incurred in connection with this Amendment, any other documents
prepared in connection herewith and the transactions contemplated hereby,
including, without limitation, the reasonable fees and disbursements of counsel
to the Administrative Agent.

<PAGE>

                                                                               3

     SECTION 1.7. No Other Amendments; Confirmation. Except as expressly
amended, modified and supplemented hereby, the provisions of the Credit
Agreement and the other Loan Documents are and shall remain in full force and
effect.

     SECTION 1.8. Governing Law; Counterparts. (a) This Amendment and the rights
and obligations of the parties hereto shall be governed by, and construed and
interpreted in accordance with, the laws of the State of New York.

     (b) This Amendment may be executed by one or more of the parties to this
Amendment on any number of separate counterparts, and all of said counterparts
taken together shall be deemed to constitute one and the same instrument.
























<PAGE>

     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and delivered by their respective proper and duly authorized
officers as of the day and year first above written.



                                  BOSTON SCIENTIFIC CORPORATION


                                  By:  ____________________________
                                       Name:
                                       Title:






























                   First Amendment to 364-Day Credit Agreement

<PAGE>

                                  JPMORGAN CHASE BANK,
                                    as Administrative Agent and as a Lender


                                  By:  ____________________________
                                       Name:
                                       Title:



































                   First Amendment to 364-Day Credit Agreement

<PAGE>

                                  UBS LOAN FINANCE LLC



                                  By:  ____________________________
                                       Name:
                                       Title:
































                   First Amendment to 364-Day Credit Agreement

<PAGE>

                                  BANK OF AMERICA, N.A.,
                                    as Syndication Agent and as a Lender


                                  By:  ____________________________
                                       Name:
                                       Title:

































                   First Amendment to 364-Day Credit Agreement

<PAGE>

                                  WACHOVIA BANK, NATIONAL ASSOCIATION,
                                    as Syndication Agent and as a Lender


                                  By:  ____________________________
                                       Name:
                                       Title:



































                   First Amendment to 364-Day Credit Agreement

<PAGE>

                                  ABN AMRO BANK N.V.,
                                    as Documentation Agent and as a Lender


                                  By:  ____________________________
                                       Name:
                                       Title:

































                   First Amendment to 364-Day Credit Agreement

<PAGE>

                                  CITICORP USA, INC.,
                                    as Documentation Agent and as a Lender


                                  By:  ____________________________
                                       Name:
                                       Title:


































                   First Amendment to 364-Day Credit Agreement

<PAGE>

                                  DEUTSCHE BANK AG NEW YORK BRANCH,
                                    as Documentation Agent and as a Lender


                                  By:  ____________________________
                                       Name:
                                       Title:


































                   First Amendment to 364-Day Credit Agreement

<PAGE>

                                  SUMITOMO MITSUI BANKING CORPORATION,
                                    as Documentation Agent and as a Lender


                                  By:  ____________________________
                                       Name:
                                       Title:




































                   First Amendment to 364-Day Credit Agreement

<PAGE>

                                  THE BANK OF TOKYO-MITSUBISHI LTD.,
                                    NEW YORK BRANCH,
                                      as Documentation Agent and as a Lender


                                  By:  ____________________________
                                       Name:
                                       Title:


































                   First Amendment to 364-Day Credit Agreement

<PAGE>


                                  [EACH OTHER LENDER],
                                     as a Lender

                                  By:  ____________________________
                                       Name:
                                       Title:


































                   First Amendment to 364-Day Credit Agreement

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