ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

On July 28, 2009, our Board of Directors, upon the recommendation of the Nominating and Governance Committee, elected each of Katharine T. Bartlett and Bruce L. Byrnes to the Board of Directors of Boston Scientific effective as of August 1, 2009. Each of Ms. Bartlett's and Mr. Byrnes' terms will expire at our 2010 Annual Meeting of Stockholders. The appointment of Ms. Bartlett and Mr. Byrnes will increase the size of our Board to thirteen members. Ms. Bartlett will be joining the Human Resource and Executive Compensation Committee of our Board of Directors, and Mr. Byrnes will be joining the Audit Committee of our Board of Directors. Neither Ms. Bartlett nor Mr. Byrnes is a party to any transaction with Boston Scientific or any of its subsidiaries in which the amount involved exceeds $120,000 and in which Ms. Bartlett and Mr. Byrnes have a direct or indirect material interest.

In connection with the election of each of Ms. Bartlett and Mr. Byrnes as non-employee directors of the Board, they will each receive our standard director compensation, including an annual cash retainer of $75,000 (pro rated from August 1, 2009) and an annual restricted stock grant equal to a number of shares of restricted stock determined by dividing $125,000 by the fair market value of our common stock on the first business day following the effectiveness of their appointment to our Board of Directors.

A copy of the press release attached hereto as Exhibit 99.1 is incorporated herein by reference.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

Exhibit No. Description

99.1 Press Release issued by Boston Scientific Corporation dated July 29, 2009.

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