<PAGE>   1
          AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 11, 1997
                                                              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)

                    1995 LONG-TERM INCENTIVE PLAN, AS AMENDED
                  1992 EMPLOYEE STOCK PURCHASE PLAN, AS AMENDED
                            (FULL TITLE OF THE PLANS)


                                 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          Registration Fee
                                                                                          Price(*)
<S>                         <C>                        <C>                        <C>                        <C>
--------------------------- -------------------------- -------------------------- -------------------------- -----------------------
Common Stock                11,000,000 Shares          $59.625                    $655,875,000               $198,750
$.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 know how many shares will be
purchased under the Boston Scientific Corporation 1995 Long-Term Incentive Plan,
as amended, and the Boston Scientific Corporation 1992 Employee Stock Purchase
Plan, as amended, or at what price such shares will be purchased. As to such
plans, the above calculation is based on the offering of 11,000,000 shares at a
purchase price of $59.625 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 April 9, 1997.


                                  Page 1 of 16
                        Exhibit Index Appears on Page 10

<PAGE>   2

This Registration Statement registers an increase in shares available for
issuance under the Registrant's 1995 Long Term Incentive Plan, as amended, and
1992 Employee Stock Purchase Plan, as amended, approved by shareholders of the
Registrant in May 1996.

                                     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, 1996;
                  2.       The Registrant's Current Report on Form 8-K with
                           respect to an event dated January 20, 1997; and
                  3.       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 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 Paul W. Sandman,
Senior Vice President, General Counsel and Secretary of the Company. Mr. Sandman
holds shares and options to purchase shares of the Registrant's Common Stock and
is compensated by the Registrant as an executive officer of the Registrant.

Item 6:  Indemnification of Directors and Officers

                  Section 145 of the Delaware General Corporation Law (the
"DGCL") empowers a Delaware corporation to indemnify any person who was or is,
or is threatened to be made, a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of such corporation), by
reason of the fact that such person is or was a director, officer, employee or
agent of such corporation, or is or was serving at the request of such
corporation as a director, officer, employee, or agent of another corporation,
partnership, joint venture, trust or other enterprise, provided that such person
acted in good faith and in a manner that such person reasonably believed to be
in or not opposed to the best interests of the corporation, and, with respect to
any criminal action or proceeding, such person had no reasonable cause to
believe his conduct was unlawful. The indemnity may include expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by such person in connection with such action, suit or
proceeding. A Delaware corporation may also indemnify such persons against
expenses (including attorneys' fees) in actions brought by or in the right of
the corporation to procure a judgment in its favor subject to the same
conditions set forth in the immediately preceding sentences, except that no
indemnification is permitted in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the corporation
unless and to the extent the Court of Chancery of the State of Delaware or the
court in which such action or suit was brought shall determine upon application
that, in view of all the circumstances of the case, such person is fairly and
reasonably entitled to indemnify for such expenses as the Court of Chancery or
other such court shall deem proper. To the extent such person has been
successful on the merits or otherwise in defense of any action referred to
above, or in defense of any claim, issue or matter therein, the corporation must
indemnify such person against expenses (including attorneys' fees) actually and
reasonably incurred by such person in connection therewith. The indemnification
and advancement of expenses provided for in, or granted pursuant to, Section 145
is not exclusive of any other rights to which those seeking indemnification or
advancement of expense 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 is insured against liabilities
which it may incur by reason of its indemnification obligations under its
Certificate of Incorporation, By-laws and indemnification agreements.


                                       4
<PAGE>   5


                  Article Tenth of the Registrant's Certificate of Incorporation
provides that the Registrant will indemnify, defend and hold harmless directors,
officers, employees and agents of the Registrant to the fullest extent currently
permitted under the DGCL.

                  In addition, Article Ninth of the Registrant's Certificate of
Incorporation, as permitted by Section 102(b) of the DGCL, provides that neither
the Registrant nor its stockholders may recover damages from the Registrant's
directors for a breach of their fiduciary duty in the performance of their
duties as directors of the Registrant, unless such 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 described above.

                  The Registrant has entered into indemnification agreements
with certain of 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 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; that 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; that neither the timing of the Registrant's decision
whether to indemnify nor any determination by the Registrant that the indemnitee
has not met such standards shall create any presumption in such an action that
the indemnitee has not met such standards; and that the indemnitee's expenses
incurred in bringing such an action and/or in an action seeking recovery under
any directors' and officers' liability insurance policies maintained by the
Registrant shall also be indemnified by the Registrant.


                                       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, incorporated by reference to Exhibit
                  3.1 to the Annual Report on Form 10-K of the Registrant for
                  the Registrant's 1995 fiscal year and Exhibit 3.2 to the
                  Annual Report on Form 10-K of the Registrant for the
                  Registrant's 1995 fiscal year (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 General Counsel as to the legality of
                  the securities being registered.

10.1              Boston Scientific Corporation 1995 Long Term Incentive Plan,
                  as Amended (Exhibit 10.3, Annual Report on Form 10-K for the
                  year ended December 31, 1996, File No. 1-11083).

10.2              Boston Scientific Corporation 1992 Employee Stock Purchase
                  Plan, as Amended (Exhibit 10.16, Annual Report on Form 10-K
                  for the year ended December 31, 1996, File No. 1-11083).

*23.1             Consent of Ernst & Young LLP.

*23.2             Consent of Arthur Andersen LLP.

*23.3             Consent of Deloitte & Touche LLP.

*23.4             Consent of Price Waterhouse LLP.

23.5              Consent of 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 11th
day of April, 1997.


                               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
and Lawrence J. Knopf, and each of them singly, our true and lawful attorneys
with full power to them, and each of them singly, to sign for us and in our
names in the capacities indicated below the Registration Statement on Form S-8
filed herewith and any and all pre-effective and post-effective amendments to
said Registration Statement, and generally to do all such things in our names
and on our behalf in our capacities as officers and Directors to enable Boston
Scientific Corporation to comply with the provisions of the Securities Act, and
all requirements of the Securities and Exchange Commission, hereby ratifying and
confirming our signatures, as they may be signed by our said attorneys or any of
them, to said Registration Statement and any and all amendments thereto.

                  Pursuant to the requirements of the Securities Act, 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                        April 11, 1997

/s/ Charles J. Aschauer, Jr.
-----------------------------
Charles J. Aschauer, Jr.                       Director                                 April 11, 1997


/s/ Randall F. Bellows
-----------------------------
Randall F. Bellows                             Director                                 April 11, 1997
</TABLE>



                                       8
<PAGE>   9

<TABLE>
<CAPTION>
             Signature                                     Title                               Date
             ---------                                     -----                               ----
<S>                                            <C>                                      <C>
/s/ Lawrence C. Best
-----------------------------
Lawrence C. Best                               Senior Vice President - Finance and      April 11, 1997
                                               Administration, and Chief Financial
                                               Officer (Principal Financial and
                                               Accounting Officer)

/s/ Joseph A. Ciffolillo                                                                April 11, 1997
-----------------------------
Joseph A. Ciffolillo                           Director

/s/ Joel L. Fleishman                                                                   April 11, 1997
-----------------------------
Joel L. Fleishman                              Director

/s/ Lawrence L Horsch                              
-----------------------------
Lawrence L. Horsch                             Director                                 April 11, 1997

/s/ N.J. Nicholas, Jr.
-----------------------------
N.J. Nicholas, Jr.                             Director                                 April 11, 1997

/s/ Peter M. Nicholas
-----------------------------
Peter M. Nicholas                              Director, Chairman of the Board,         April 11, 1997
                                               President and Chief Executive Officer
                                               (Principal Executive Officer)

/s/ Dale A. Spencer
-----------------------------
Dale A. Spencer                                Director                                 April 11, 1997
</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, incorporated by reference to
                           Exhibit 3.1 to the Annual Report on Form 10-K of the
                           Registrant for the Registrant's 1994 fiscal year and
                           Exhibit 3.2 to the Annual Report on Form 10-K of the
                           Registrant for the Registrant's 1994 fiscal year
                           (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 General Counsel as to the          11 
                           legality of the securities being registered.

10.1                       Boston Scientific Corporation 1995 Long Term
                           Incentive Plan, as Amended (Exhibit 10.3, Annual
                           Report on Form 10-K for the year ended December 31,
                           1996, File No. 1-11083).

10.2                       Boston Scientific Corporation 1992 Employee Stock
                           Purchase Plan, as Amended (Exhibit 10.16, Annual
                           Report on Form 10-K for the year ended December 31,
                           1996, File No. 1-11083). 

*23.1                      Consent of Ernst & Young LLP. *23.2 Consent of            13 
                           Arthur Andersen LLP.                                      14

*23.3                      Consent of Deloitte & Touche, LLP.  *23.4 Consent         15
                           of Price Waterhouse, LLP.                                 16 

23.5                       Consent of 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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{"company-data": {"conformed-name": "BOSTON SCIENTIFIC CORP", "cik": "0000885725", "assigned-sic": "3841", "irs-number": "042695240", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-25037", "film-number": "97579165"}, "business-address": {"street1": "ONE BOSTON SCIENTIFIC PL", "city": "NATICK", "state": "MA", "zip": "01760-1537", "phone": "5086508000"}}
1
          AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 11, 1997
                                                              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)

                    1995 LONG-TERM INCENTIVE PLAN, AS AMENDED
                  1992 EMPLOYEE STOCK PURCHASE PLAN, AS AMENDED
                            (FULL TITLE OF THE PLANS)

                                 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          Registration Fee
                                                                                          Price(*)
--------------------------- -------------------------- -------------------------- -------------------------- -----------------------
Common Stock                11,000,000 Shares          $59.625                    $655,875,000               $198,750
$.01 par value                                         
--------------------------- -------------------------- -------------------------- -------------------------- -----------------------
* This estimate is made pursuant to Rule 457(h) solely for the purpose
of determining the registration fee. It is not know how many shares will be
purchased under the Boston Scientific Corporation 1995 Long-Term Incentive Plan,
as amended, and the Boston Scientific Corporation 1992 Employee Stock Purchase
Plan, as amended, or at what price such shares will be purchased. As to such
plans, the above calculation is based on the offering of 11,000,000 shares at a
purchase price of $59.625 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 April 9, 1997.

                                  Page 1 of 16
                        Exhibit Index Appears on Page 10
2

This Registration Statement registers an increase in shares available for
issuance under the Registrant's 1995 Long Term Incentive Plan, as amended, and
1992 Employee Stock Purchase Plan, as amended, approved by shareholders of the
Registrant in May 1996.

                                     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, 1996;
                  2.       The Registrant's Current Report on Form 8-K with
                           respect to an event dated January 20, 1997; and
                  3.       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 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 Paul W. Sandman,
Senior Vice President, General Counsel and Secretary of the Company. Mr. Sandman
holds shares and options to purchase shares of the Registrant's Common Stock and
is compensated by the Registrant as an executive officer of the Registrant.

Item 6:  Indemnification of Directors and Officers

                  Section 145 of the Delaware General Corporation Law (the
"DGCL") empowers a Delaware corporation to indemnify any person who was or is,
or is threatened to be made, a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of such corporation), by
reason of the fact that such person is or was a director, officer, employee or
agent of such corporation, or is or was serving at the request of such
corporation as a director, officer, employee, or agent of another corporation,
partnership, joint venture, trust or other enterprise, provided that such person
acted in good faith and in a manner that such person reasonably believed to be
in or not opposed to the best interests of the corporation, and, with respect to
any criminal action or proceeding, such person had no reasonable cause to
believe his conduct was unlawful. The indemnity may include expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by such person in connection with such action, suit or
proceeding. A Delaware corporation may also indemnify such persons against
expenses (including attorneys' fees) in actions brought by or in the right of
the corporation to procure a judgment in its favor subject to the same
conditions set forth in the immediately preceding sentences, except that no
indemnification is permitted in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the corporation
unless and to the extent the Court of Chancery of the State of Delaware or the
court in which such action or suit was brought shall determine upon application
that, in view of all the circumstances of the case, such person is fairly and
reasonably entitled to indemnify for such expenses as the Court of Chancery or
other such court shall deem proper. To the extent such person has been
successful on the merits or otherwise in defense of any action referred to
above, or in defense of any claim, issue or matter therein, the corporation must
indemnify such person against expenses (including attorneys' fees) actually and
reasonably incurred by such person in connection therewith. The indemnification
and advancement of expenses provided for in, or granted pursuant to, Section 145
is not exclusive of any other rights to which those seeking indemnification or
advancement of expense 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 is insured against liabilities
which it may incur by reason of its indemnification obligations under its
Certificate of Incorporation, By-laws and indemnification agreements.

                                       4
5

                  Article Tenth of the Registrant's Certificate of Incorporation
provides that the Registrant will indemnify, defend and hold harmless directors,
officers, employees and agents of the Registrant to the fullest extent currently
permitted under the DGCL.

                  In addition, Article Ninth of the Registrant's Certificate of
Incorporation, as permitted by Section 102(b) of the DGCL, provides that neither
the Registrant nor its stockholders may recover damages from the Registrant's
directors for a breach of their fiduciary duty in the performance of their
duties as directors of the Registrant, unless such 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 described above.

                  The Registrant has entered into indemnification agreements
with certain of 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 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; that 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; that neither the timing of the Registrant's decision
whether to indemnify nor any determination by the Registrant that the indemnitee
has not met such standards shall create any presumption in such an action that
the indemnitee has not met such standards; and that the indemnitee's expenses
incurred in bringing such an action and/or in an action seeking recovery under
any directors' and officers' liability insurance policies maintained by the
Registrant shall also be indemnified by the Registrant.

                                       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, incorporated by reference to Exhibit
                  3.1 to the Annual Report on Form 10-K of the Registrant for
                  the Registrant's 1995 fiscal year and Exhibit 3.2 to the
                  Annual Report on Form 10-K of the Registrant for the
                  Registrant's 1995 fiscal year (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 General Counsel as to the legality of
                  the securities being registered.

10.1              Boston Scientific Corporation 1995 Long Term Incentive Plan,
                  as Amended (Exhibit 10.3, Annual Report on Form 10-K for the
                  year ended December 31, 1996, File No. 1-11083).

10.2              Boston Scientific Corporation 1992 Employee Stock Purchase
                  Plan, as Amended (Exhibit 10.16, Annual Report on Form 10-K
                  for the year ended December 31, 1996, File No. 1-11083).

*23.1             Consent of Ernst & Young LLP.

*23.2             Consent of Arthur Andersen LLP.

*23.3             Consent of Deloitte & Touche LLP.

*23.4             Consent of Price Waterhouse LLP.

23.5              Consent of 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 11th
day of April, 1997.

                               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
and Lawrence J. Knopf, and each of them singly, our true and lawful attorneys
with full power to them, and each of them singly, to sign for us and in our
names in the capacities indicated below the Registration Statement on Form S-8
filed herewith and any and all pre-effective and post-effective amendments to
said Registration Statement, and generally to do all such things in our names
and on our behalf in our capacities as officers and Directors to enable Boston
Scientific Corporation to comply with the provisions of the Securities Act, and
all requirements of the Securities and Exchange Commission, hereby ratifying and
confirming our signatures, as they may be signed by our said attorneys or any of
them, to said Registration Statement and any and all amendments thereto.

                  Pursuant to the requirements of the Securities Act, 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                        April 11, 1997

/s/ Charles J. Aschauer, Jr.
-----------------------------
Charles J. Aschauer, Jr.                       Director                                 April 11, 1997

/s/ Randall F. Bellows
-----------------------------
Randall F. Bellows                             Director                                 April 11, 1997
8
9
Signature                                     Title                               Date
             ---------                                     -----                               ----
/s/ Lawrence C. Best
-----------------------------
Lawrence C. Best                               Senior Vice President - Finance and      April 11, 1997
                                               Administration, and Chief Financial
                                               Officer (Principal Financial and
                                               Accounting Officer)

/s/ Joseph A. Ciffolillo                                                                April 11, 1997
-----------------------------
Joseph A. Ciffolillo                           Director

/s/ Joel L. Fleishman                                                                   April 11, 1997
-----------------------------
Joel L. Fleishman                              Director

/s/ Lawrence L Horsch                              
-----------------------------
Lawrence L. Horsch                             Director                                 April 11, 1997

/s/ N.J. Nicholas, Jr.
-----------------------------
N.J. Nicholas, Jr.                             Director                                 April 11, 1997

/s/ Peter M. Nicholas
-----------------------------
Peter M. Nicholas                              Director, Chairman of the Board,         April 11, 1997
                                               President and Chief Executive Officer
                                               (Principal Executive Officer)

/s/ Dale A. Spencer
-----------------------------
Dale A. Spencer                                Director                                 April 11, 1997
9
10

                                  Exhibit Index
                                  -------------
Exhibit No.                Description of Documents                              Page No.*
-----------                ------------------------                              ---------
3.1                        Second Restated Certificate of Incorporation of the
                           Registrant, as amended, incorporated by reference to
                           Exhibit 3.1 to the Annual Report on Form 10-K of the
                           Registrant for the Registrant's 1994 fiscal year and
                           Exhibit 3.2 to the Annual Report on Form 10-K of the
                           Registrant for the Registrant's 1994 fiscal year
                           (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 General Counsel as to the          11 
                           legality of the securities being registered.

10.1                       Boston Scientific Corporation 1995 Long Term
                           Incentive Plan, as Amended (Exhibit 10.3, Annual
                           Report on Form 10-K for the year ended December 31,
                           1996, File No. 1-11083).

10.2                       Boston Scientific Corporation 1992 Employee Stock
                           Purchase Plan, as Amended (Exhibit 10.16, Annual
                           Report on Form 10-K for the year ended December 31,
                           1996, File No. 1-11083). 

*23.1                      Consent of Ernst & Young LLP. *23.2 Consent of            13 
                           Arthur Andersen LLP.                                      14

*23.3                      Consent of Deloitte & Touche, LLP.  *23.4 Consent         15
                           of Price Waterhouse, LLP.                                 16 

23.5                       Consent of 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