content: <PAGE>   1
  
  
  
  
               AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 9, 2000
  
                                                 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 OF                       (I.R.S. EMPLOYER
    INCORPORATION OR ORGANIZATION)                      IDENTIFICATION NUMBER)
  
                             ONE BOSTON SCIENTIFIC PLACE
                          NATICK, MASSACHUSETTS 01760-1537
                      (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
  
                            2000 LONG-TERM INCENTIVE PLAN
  
                              (FULL TITLE OF THE PLAN)
  
  
                                   PAUL W. SANDMAN
                SENIOR VICE-PRESIDENT, SECRETARY AND GENERAL COUNSEL
                            BOSTON SCIENTIFIC CORPORATION
                             ONE BOSTON SCIENTIFIC PLACE
                          NATICK, MASSACHUSETTS 01760-1537
                       (NAME AND ADDRESS OF AGENT FOR SERVICE)
  
                                   (508) 650-8000
            (TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
  
  
  
                           CALCULATION OF REGISTRATION FEE
  
  <TABLE>
  <CAPTION>
     Title of Securities    Amount to be       Proposed Maximum Offering          Proposed Maximum               Amount of
       to be Registered      Registered           Price Per Share(*)        Aggregate Offering Price(*)     Registration Fee
       ----------------      ----------           ------------------        ---------------------------     ----------------
  <S>                     <C>                  <C>                          <C>                             <C>
        Common Stock      20,000,000 Shares            $26.594                      $531,880,000                 $140,416
       $.01 par value
  </TABLE>
  
  
        *   This estimate is made pursuant to Rule 457((h) solely for the purpose
  of determining the registration fee. It is not known how many shares will be
  purchased under the Boston Scientific Corporation 2000 Long-Term Incentive Plan,
  or at what price such shares will be purchased. The above calculation is based
  on the offering of 20,000,000 shares at a purchase price of $26.594 per share,
  which is the average of the high and low prices of the Registrant's Common Stock
  as reported in the New York Stock Exchange Composite on May 5, 2000.
  
  
                                    Page 1 of 13
                          Exhibit Index Appears on Page 10
  <PAGE>   2
  This Registration Statement registers shares available for issuance under the
  Registrant's 2000 Long-Term Incentive Plan, approved by shareholders of the
  Registrant on May 9, 2000.
  
                                       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, and the "Note" to Part I of Form S-8.
  
  
  
  
                                          2
  <PAGE>   3
                                       Part II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  Item 3:  Incorporation of Documents by Reference
  
                    The following documents filed by the Registrant with the
  Securities and Exchange Commission are hereby incorporated by reference in this
  Registration Statement:
  
                    1.   The Registrant's Annual Report on Form 10-K for the
                         year ended December 31, 1999; and
  
                    2.   The descriptions of the Common Stock as set forth in the
                         Registrant's Registration Statements pursuant to Section
                         12 of the Exchange Act, and any amendment or report filed
                         for the purposes of updating any such description.
  
                    In addition, all documents subsequently filed by the
  Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act
  prior to the filing of a post-effective amendment which indicates that all
  securities offered hereby have been sold or which deregisters all of such
  securities then remaining unsold, shall be deemed to be incorporated by
  reference into this Registration Statement and to be a part hereof from the date
  of filling of such documents.
  
  
                                          3
  <PAGE>   4
  Item 4:  Description of Securities
  
  Not applicable.
  
  Item 5:  Interests of Named Experts and Counsel
  
                    Legal matters in connection with the issuance of Common Stock
  offered hereby have been passed upon for the Registrant by Lawrence J. Knopf,
  Vice President, Assistant General Counsel and Assistant Secretary of the
  Company. Mr. Knopf holds shares and options to purchase shares of the
  Registrant's Common Stock and is compensated by the Registrant as an officer of
  the Registrant.
  
  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 the claim, the corporation may 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
  Certificate of Incorporation, By-laws and indemnification agreements.
  
                    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.
  
  
                                          4
  <PAGE>   5
                    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.
  
  
  
  
                                          5
  <PAGE>   6
  Item 8:  Exhibits
  
                    The following exhibits are filed as part of this Registration
  Statement:
  
  4.1               Second Restated Certificate of Incorporation of the
                    Registrant, as amended (Exhibit 3.1, Annual Report on Form
                    10-K for the year ended December 31, 1993, Exhibit 3.2, Annual
                    Report on Form 10-K for the year ended December 31, 1994, and
                    Exhibit 3.3, Annual Report on Form 10-K for the year ended
                    December 31, 1998, File No. 1-11083).
  
  4.2               Restated By-Laws of the Registrant, incorporated by reference
                    to Exhibit 3.2 to the Registration Statement on Form S-1 of
                    the Registrant (Reg. No. 33-46980).
  
  4.3               Specimen certificate representing Boston Scientific Common
                    Stock, incorporated by reference to Exhibit 4.1 to the
                    Registration Statement on Form S-1 of the Registrant (Reg. No.
                    33-46980).
  
  *5.1              Opinion and Consent of Assistant General Counsel as to the
                    legality of the securities being registered.
  
  10.1              Boston Scientific Corporation 2000 Long-Term Incentive Plan
                    (Exhibit 10.20, Annual Report on Form 10-K for the year ended
                    December 31, 1999, File No. 1-11083).
  
  *23.1             Consent of Ernst & Young LLP.
  
  23.2              Consent of Assistant General Counsel (contained in his opinion
                    filed as Exhibit 5.1).
  
  24                Power of Attorney (contained on the signature page of this
                    Registration Statement).
  
  *        Filed herewith
  
  
  
  
  
  
                                         6
  <PAGE>   7
  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;
  
                    (4) That, for purposes of determining any liability under the
           Securities Act of 1933, each filing of the Registrant's annual report
           pursuant to Section 13(a) or 15(d) of the Exchange Act that is
           incorporated by reference in the 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; and
  
                    (5) 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 Securities and Exchange 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.
  
                                         7
  <PAGE>   8
                                     SIGNATURES
  
                    Pursuant to the requirements of the Securities Act, 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 to be signed on its behalf by the undersigned, thereunto duly
  authorized, in the City of Natick, The Commonwealth of Massachusetts on the 9th
  day of May, 2000.
  
                                BOSTON SCIENTIFIC CORPORATION
  
  
                                By:       /s/ Lawrence C. Best
                                     ---------------------------------------------
                                     Lawrence C. Best
                                     Senior Vice President - Finance and
                                     Administration, and Chief Financial Officer
  
                                  POWER OF ATTORNEY
  
                    We, the undersigned officers and Directors of Boston
  Scientific Corporation, hereby severally constitute and appoint Paul W. Sandman,
  Lawrence J. Knopf and Winifred L. Swan, 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, this
  Registration Statement has been signed by the following persons in the
  capacities and on the date indicated.
  
  <TABLE>
  <CAPTION>
                     Signature                                     Title                               Date
                     ---------                                     -----                               ----
  <S>                                              <C>                                     <C>
  /s/ John E. Abele
  -------------------------------------
  John E. Abele                                    Director, Founder                       May 9, 2000
  </TABLE>
  
                                         8
  <PAGE>   9
  <TABLE>
  <S>                                              <C>                                     <C>
  /s/ Lawrence C. Best
  -------------------------------------
  Lawrence C. Best                                 Senior Vice President - Finance and     May 9, 2000
                                                   Administration, and Chief Financial
                                                   Officer (Principal Financial and
                                                   Accounting Officer)
  
  /s/ Joseph A. Ciffolillo                                                                 May 9, 2000
  ------------------------------------
  Joseph A. Ciffolillo                             Director
  
  
  /s/ Joel L. Fleishman                                                                    May 9, 2000
  ----------------------------------------
  Joel L. Fleishman                                Director
  
  
  /s/ Ray J. Groves                                                                        May 9, 2000
  ------------------------------------
  Ray J. Groves                                    Director
  
  
  /s/ Lawrence L. Horsch                                                                    May 9, 2000
  ----------------------------------------
  Lawrence L. Horsch                               Director
  
  
  /s/ N.J. Nicholas, Jr.
  -------------------------------------
  N.J. Nicholas, Jr.                               Director                                May 9, 2000
  
  
  /s/ Pete Nicholas
  -------------------------------------
  Pete Nicholas                                    Director, Founder and Chairman of the   May 9, 2000
                                                   Board,
  
  /s/ John E. Pepper
  -------------------------------------
  John E. Pepper                                   Director                                May 9, 2000
  
  
  /s/ Warren B. Rudman
  -------------------------------------
  Warren B. Rudman                                 Director                                May 9, 2000
  
  
  /s/ James R. Tobin
  -------------------------------------
  James R. Tobin                                   Director, President and Chief
                                                   Executive Officer (Principal            May 9, 2000
                                                   Executive Officer)
  </TABLE>
  
                                         9
  <PAGE>   10
                                    Exhibit Index
  
  <TABLE>
  <CAPTION>
  Exhibit No.                  Description of Documents                                                  Page No.*
  -----------                  ------------------------                                                  ---------
  <S>                          <C>                                                                       <C>
  3.1                          Second Restated Certificate of Incorporation of the Registrant, as
                               amended (Exhibit 3.1, Annual Report on Form 10-K
                               for the year ended December 31, 1993, Exhibit 3.2,
                               Annual Report on Form 10-K for the year ended
                               December 31, 1994, and Exhibit 3.3, Annual Report
                               on Form 10-K for the year ended December 31, 1998,
                               File No. 1-11083).
  
  3.2                          Restated By-Laws of the Registrant, incorporated by reference to
                               Exhibit 3.2 to the Registration Statement on Form S-1 of the
                               Registrant (Reg. No. 33-46980).
  
  4.1                          Specimen certificate representing Boston Scientific Common Stock,
                               incorporated by reference to Exhibit 4.1 to the Registration
                               Statement on Form S-1 of the Registrant (Reg. No. 33-46980).
  
  *5.1                         Opinion and Consent of Assistant General Counsel as to the legality           11
                               of the securities being registered.
  
  10.1                         Boston Scientific Corporation 20000 Long-Term Incentive Plan
                               (Exhibit 10.20, Annual Report on Form 10-K for the year ended
                               December 31, 1999, File No. 1-11083).
  
  *23.1                        Consent of Ernst & Young LLP.                                                 13
  
  23.2                         Consent of Assistant General Counsel (contained in his opinion filed
                               as Exhibit 5.1)
  
  24                           Power of Attorney (contained in the signature page of this
                               Registration Statement).
  </TABLE>
  
                                         10
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text: 1
  
               AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 9, 2000
  
                                                 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 OF                       (I.R.S. EMPLOYER
    INCORPORATION OR ORGANIZATION)                      IDENTIFICATION NUMBER)
  
                             ONE BOSTON SCIENTIFIC PLACE
                          NATICK, MASSACHUSETTS 01760-1537
                      (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
  
                            2000 LONG-TERM INCENTIVE PLAN
  
                              (FULL TITLE OF THE PLAN)
  
                                   PAUL W. SANDMAN
                SENIOR VICE-PRESIDENT, SECRETARY AND GENERAL COUNSEL
                            BOSTON SCIENTIFIC CORPORATION
                             ONE BOSTON SCIENTIFIC PLACE
                          NATICK, MASSACHUSETTS 01760-1537
                       (NAME AND ADDRESS OF AGENT FOR SERVICE)
  
                                   (508) 650-8000
            (TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
  
                           CALCULATION OF REGISTRATION FEE
  Title of Securities    Amount to be       Proposed Maximum Offering          Proposed Maximum               Amount of
       to be Registered      Registered           Price Per Share(*)        Aggregate Offering Price(*)     Registration Fee
       ----------------      ----------           ------------------        ---------------------------     ----------------
  Common Stock      20,000,000 Shares            $26.594                      $531,880,000                 $140,416
       $.01 par value
  *   This estimate is made pursuant to Rule 457((h) solely for the purpose
  of determining the registration fee. It is not known how many shares will be
  purchased under the Boston Scientific Corporation 2000 Long-Term Incentive Plan,
  or at what price such shares will be purchased. The above calculation is based
  on the offering of 20,000,000 shares at a purchase price of $26.594 per share,
  which is the average of the high and low prices of the Registrant's Common Stock
  as reported in the New York Stock Exchange Composite on May 5, 2000.
  
                                    Page 1 of 13
                          Exhibit Index Appears on Page 10
  2
  This Registration Statement registers shares available for issuance under the
  Registrant's 2000 Long-Term Incentive Plan, approved by shareholders of the
  Registrant on May 9, 2000.
  
                                       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, and the "Note" to Part I of Form S-8.
  
                                          2
  3
                                       Part II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  Item 3:  Incorporation of Documents by Reference
  
                    The following documents filed by the Registrant with the
  Securities and Exchange Commission are hereby incorporated by reference in this
  Registration Statement:
  
                    1.   The Registrant's Annual Report on Form 10-K for the
                         year ended December 31, 1999; and
  
                    2.   The descriptions of the Common Stock as set forth in the
                         Registrant's Registration Statements pursuant to Section
                         12 of the Exchange Act, and any amendment or report filed
                         for the purposes of updating any such description.
  
                    In addition, all documents subsequently filed by the
  Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act
  prior to the filing of a post-effective amendment which indicates that all
  securities offered hereby have been sold or which deregisters all of such
  securities then remaining unsold, shall be deemed to be incorporated by
  reference into this Registration Statement and to be a part hereof from the date
  of filling of such documents.
  
                                          3
  4
  Item 4:  Description of Securities
  
  Not applicable.
  
  Item 5:  Interests of Named Experts and Counsel
  
                    Legal matters in connection with the issuance of Common Stock
  offered hereby have been passed upon for the Registrant by Lawrence J. Knopf,
  Vice President, Assistant General Counsel and Assistant Secretary of the
  Company. Mr. Knopf holds shares and options to purchase shares of the
  Registrant's Common Stock and is compensated by the Registrant as an officer of
  the Registrant.
  
  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 the claim, the corporation may 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
  Certificate of Incorporation, By-laws and indemnification agreements.
  
                    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.
  
                                          4
  5
                    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.
  
                                          5
  6
  Item 8:  Exhibits
  
                    The following exhibits are filed as part of this Registration
  Statement:
  
  4.1               Second Restated Certificate of Incorporation of the
                    Registrant, as amended (Exhibit 3.1, Annual Report on Form
                    10-K for the year ended December 31, 1993, Exhibit 3.2, Annual
                    Report on Form 10-K for the year ended December 31, 1994, and
                    Exhibit 3.3, Annual Report on Form 10-K for the year ended
                    December 31, 1998, File No. 1-11083).
  
  4.2               Restated By-Laws of the Registrant, incorporated by reference
                    to Exhibit 3.2 to the Registration Statement on Form S-1 of
                    the Registrant (Reg. No. 33-46980).
  
  4.3               Specimen certificate representing Boston Scientific Common
                    Stock, incorporated by reference to Exhibit 4.1 to the
                    Registration Statement on Form S-1 of the Registrant (Reg. No.
                    33-46980).
  
  *5.1              Opinion and Consent of Assistant General Counsel as to the
                    legality of the securities being registered.
  
  10.1              Boston Scientific Corporation 2000 Long-Term Incentive Plan
                    (Exhibit 10.20, Annual Report on Form 10-K for the year ended
                    December 31, 1999, File No. 1-11083).
  
  *23.1             Consent of Ernst & Young LLP.
  
  23.2              Consent of Assistant General Counsel (contained in his opinion
                    filed as Exhibit 5.1).
  
  24                Power of Attorney (contained on the signature page of this
                    Registration Statement).
  
  *        Filed herewith
  
                                         6
  7
  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;
  
                    (4) That, for purposes of determining any liability under the
           Securities Act of 1933, each filing of the Registrant's annual report
           pursuant to Section 13(a) or 15(d) of the Exchange Act that is
           incorporated by reference in the 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; and
  
                    (5) 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 Securities and Exchange 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.
  
                                         7
  8
                                     SIGNATURES
  
                    Pursuant to the requirements of the Securities Act, 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 to be signed on its behalf by the undersigned, thereunto duly
  authorized, in the City of Natick, The Commonwealth of Massachusetts on the 9th
  day of May, 2000.
  
                                BOSTON SCIENTIFIC CORPORATION
  
                                By:       /s/ Lawrence C. Best
                                     ---------------------------------------------
                                     Lawrence C. Best
                                     Senior Vice President - Finance and
                                     Administration, and Chief Financial Officer
  
                                  POWER OF ATTORNEY
  
                    We, the undersigned officers and Directors of Boston
  Scientific Corporation, hereby severally constitute and appoint Paul W. Sandman,
  Lawrence J. Knopf and Winifred L. Swan, 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, this
  Registration Statement has been signed by the following persons in the
  capacities and on the date indicated.
  Signature                                     Title                               Date
                     ---------                                     -----                               ----
  /s/ John E. Abele
  -------------------------------------
  John E. Abele                                    Director, Founder                       May 9, 2000
  8
  9
  /s/ Lawrence C. Best
  -------------------------------------
  Lawrence C. Best                                 Senior Vice President - Finance and     May 9, 2000
                                                   Administration, and Chief Financial
                                                   Officer (Principal Financial and
                                                   Accounting Officer)
  
  /s/ Joseph A. Ciffolillo                                                                 May 9, 2000
  ------------------------------------
  Joseph A. Ciffolillo                             Director
  
  /s/ Joel L. Fleishman                                                                    May 9, 2000
  ----------------------------------------
  Joel L. Fleishman                                Director
  
  /s/ Ray J. Groves                                                                        May 9, 2000
  ------------------------------------
  Ray J. Groves                                    Director
  
  /s/ Lawrence L. Horsch                                                                    May 9, 2000
  ----------------------------------------
  Lawrence L. Horsch                               Director
  
  /s/ N.J. Nicholas, Jr.
  -------------------------------------
  N.J. Nicholas, Jr.                               Director                                May 9, 2000
  
  /s/ Pete Nicholas
  -------------------------------------
  Pete Nicholas                                    Director, Founder and Chairman of the   May 9, 2000
                                                   Board,
  
  /s/ John E. Pepper
  -------------------------------------
  John E. Pepper                                   Director                                May 9, 2000
  
  /s/ Warren B. Rudman
  -------------------------------------
  Warren B. Rudman                                 Director                                May 9, 2000
  
  /s/ James R. Tobin
  -------------------------------------
  James R. Tobin                                   Director, President and Chief
                                                   Executive Officer (Principal            May 9, 2000
                                                   Executive Officer)
  9
  10
                                    Exhibit Index
  Exhibit No.                  Description of Documents                                                  Page No.*
  -----------                  ------------------------                                                  ---------
  3.1                          Second Restated Certificate of Incorporation of the Registrant, as
                               amended (Exhibit 3.1, Annual Report on Form 10-K
                               for the year ended December 31, 1993, Exhibit 3.2,
                               Annual Report on Form 10-K for the year ended
                               December 31, 1994, and Exhibit 3.3, Annual Report
                               on Form 10-K for the year ended December 31, 1998,
                               File No. 1-11083).
  
  3.2                          Restated By-Laws of the Registrant, incorporated by reference to
                               Exhibit 3.2 to the Registration Statement on Form S-1 of the
                               Registrant (Reg. No. 33-46980).
  
  4.1                          Specimen certificate representing Boston Scientific Common Stock,
                               incorporated by reference to Exhibit 4.1 to the Registration
                               Statement on Form S-1 of the Registrant (Reg. No. 33-46980).
  
  *5.1                         Opinion and Consent of Assistant General Counsel as to the legality           11
                               of the securities being registered.
  
  10.1                         Boston Scientific Corporation 20000 Long-Term Incentive Plan
                               (Exhibit 10.20, Annual Report on Form 10-K for the year ended
                               December 31, 1999, File No. 1-11083).
  
  *23.1                        Consent of Ernst & Young LLP.                                                 13
  
  23.2                         Consent of Assistant General Counsel (contained in his opinion filed
                               as Exhibit 5.1)
  
  24                           Power of Attorney (contained in the signature page of this
                               Registration Statement).
  10