<PAGE>   1
      AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 29, 2001
                                                     REGISTRATION NO. 333-______
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                              -------------------
                               GUIDANT CORPORATION
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

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

            INDIANA                                            35-1931722
(STATE OR OTHER JURISDICTION OF                             (I.R.S. EMPLOYER
 INCORPORATION OR ORGANIZATION)                           IDENTIFICATION NUMBER)

                         111 MONUMENT CIRCLE, 29TH FLOOR
                           INDIANAPOLIS, INDIANA 46204
             (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (POSTAL CODE)

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

                            2001 GUIDANT CORPORATION
                          EMPLOYEE STOCK PURCHASE PLAN
                            (FULL TITLE OF THE PLAN)

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

                              JOHN C. JENKINS, ESQ.
                       VICE PRESIDENT AND GENERAL COUNSEL
                         111 MONUMENT CIRCLE, 29TH FLOOR
                           INDIANAPOLIS, INDIANA 46204
                                 (317) 971-2000
            (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
                   INCLUDING AREA CODE, OF AGENT FOR SERVICE)

                                   COPIES TO:

                            VALERIE H. DIAMOND, ESQ.
                                    ATTORNEY
                                BAKER & MCKENZIE
                       TWO EMBARCADERO CENTER, 24TH FLOOR
                         SAN FRANCISCO, CALIFORNIA 94111
                                 (415) 576-3000

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==================================================================================================================
                                            AMOUNT           PROPOSED             PROPOSED          AMOUNT OF
     TITLE OF EACH CLASS OF                  TO BE        MAXIMUM OFFERING     MAXIMUM AGGREGATE    REGISTRATION
   SECURITIES TO BE REGISTERED             REGISTERED      PRICE PER SHARE      OFFERING PRICE          FEE
------------------------------------------------------------------------------------------------------------------
<S>                                        <C>            <C>                  <C>                  <C>
Guidant Corporation Common Shares, no      5,000,000         $30.736(b)         $153,680,000(b)       $38,420
par value per share
==================================================================================================================
</TABLE>

(a)  Pursuant to Rule 416(a) under the Securities Act of 1933, this registration
     statement registers such indeterminate number of additional shares as may
     become issuable under the anti-dilution provisions contained in the 2001
     Guidant Corporation Employee Stock Purchase Plan.
(b)  The price is estimated in accordance with Rule 457(h)(1) of the Securities
     Act of 1933, solely for the purpose of calculating the registration fee and
     is the product of multiplying 5,000,000, the maximum number of shares
     issuable under the 2001 Guidant Corporation Employee Stock Purchase Plan
     that are covered by this registration statement, by 85% of $36.16, the
     average of the high and low prices per share of Guidant Corporation's
     Common Stock on the New York Stock Exchange--Composite Tape of May 23,
     2001.

<PAGE>   2

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

The following documents are incorporated by reference in this registration
statement:

     (i)    The latest annual report of Guidant Corporation (the "Company") for
            the fiscal year ended December 31, 2000 filed pursuant to Section
            13(a) or 15(d) of the Securities Exchange Act of 1934, as amended
            (the "Exchange Act");

     (ii)   All other reports filed by the Company pursuant to Sections 13(a) or
            15(d) of the Exchange Act since the end of the fiscal year covered
            by the Company's latest annual report referred to in Item 3(i)
            above;

     (iii)  The description of the Company's common stock set forth in the
            Company's Registration Statement on Form 8-A.

All documents filed by the Company after the date of this registration statement
pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment (that indicates all securities offered
have been sold or deregisters all securities then remaining unsold), shall be
deemed to be incorporated by reference in this registration statement and to be
a part hereof from the date of filing of such documents.

Copies of the documents incorporated by reference above may be requested from
the Company without charge, except the exhibits (unless we have specifically
incorporated by reference an exhibit in this Prospectus), by writing to:

     Guidant Corporation
     111 Monument Circle, 29th Floor
     P.O. Box 44906
     Indianapolis, Indiana  46244-0906
     Telephone:  (317) 971-2000
     Attention:  Secretary
     Internet address:  http://www.guidant.com


ITEM 4.  DESCRIPTION OF SECURITIES

Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

The legality of the common stock offered by this Prospectus has been passed upon
for the Company by John C. Jenkins, Vice President and General Counsel of the
Company. Mr. Jenkins has options to purchase Company common stock, owns shares
of Company common stock individually and as a participant in the Company's
employee savings and stock ownership plan, and is eligible to participate in
Guidant Corporation's 1994 and 1998 Stock Option Plans and this Employee Stock
Purchase Plan.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

The Indiana Business Corporation Law provides that a corporation, unless limited
by its Articles of Incorporation, is required to indemnify its directors and
officers against reasonable expenses incurred in the successful defense of any
proceeding arising out of their serving as a director or officer of the
corporation.

As permitted by the Indiana Business Corporation Law, the Company's Articles of
Incorporation provide for indemnification of directors, officers, employees and
agents of the Company against any and all liability and reasonable expense that
may be incurred by them, arising out of any claim or action, civil or criminal,
in which they


<PAGE>   3
may become involved by reason of being or having been a director, officer,
employee or agent. The Company's Articles of Incorporation require
indemnification to the fullest extent permitted by the Indiana Business
Corporation Law.

Officers and directors of the Company are insured, subject to certain exclusions
and deductible and maximum amounts, against loss from claims arising in
connection with them acting in their respective capacities, which include claims
under the Securities Act of 1933.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

Not applicable.

ITEM 8.  EXHIBITS

See Index to Exhibits.

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:

               (i)  To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;

               (ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the registration
statement;

               (iii) 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;

     provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the registration statement is on Form S-3 or Form S-8 and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.

         (2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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.

(b) The undersigned registrant hereby undertakes 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 Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of the 2001
Guidant Corporation Employee Stock Purchase Plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) 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.

(c) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 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
of 1933 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

<PAGE>   4

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 of 1933 and will be
governed by the final adjudication of such issue.

                                   SIGNATURES

     The Registrant. Pursuant to the requirements of the Securities Act of 1933,
the Registrant, Guidant Corporation, 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 Indianapolis, State of
Indiana, United States, on the 21st day of May, 2001.


                                       GUIDANT CORPORATION
                                       (Registrant)


                                       By: /s/  Ronald W. Dollens
                                          -------------------------------
                                           Ronald W. Dollens
                                           President and Chief Executive Officer


     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>

        SIGNATURE                                   TITLE                                DATE
        ---------                                   -----                                ----
<S>                                  <C>                                             <C>

/s/  James M. Cornelius                Chairman of the Board and Director             May 21, 2001
------------------------
James M. Cornelius


/s/  Ronald W. Dollens               President, Chief Executive Officer and           May 21, 2001
----------------------               Director (principal executive officer)
Ronald W. Dollens


/s/  Keith E. Brauer                   Chief Financial Officer (principal             May 21, 2001
--------------------                          financial officer)
Keith E. Brauer


/s/  Michael A. Sherman                     Corporate Controller and                  May 21, 2001
-----------------------               Chief Accounting Officer (principal
Michael A. Sherman                             accounting officer)

/s/ Kim B. Clark
-------------------------                           Director                          May 21, 2001
Kim B. Clark


/s/  Maurice A. Cox, Jr.                            Director                          May 21, 2001
------------------------
Maurice A. Cox, Jr.

</TABLE>

<PAGE>   5
<TABLE>
<CAPTION>

        SIGNATURE                                   TITLE                                DATE
        ---------                                   -----                                ----
<S>                                  <C>                                             <C>

/s/  Nancy-Ann Min DeParle                          Director                          May 21, 2001
--------------------------
Nancy-Ann Min DeParle


/s/  Enrique C. Falla                               Director                          May 21, 2001
---------------------
Enrique C. Falla


/s/  Michael Grobstein                              Director                          May 21, 2001
----------------------
Michael Grobstein


/s/  J.B. King                                      Director                          May 21, 2001
----------------------
J.B. King


/s/  Susan B. King                                  Director                          May 21, 2001
----------------------
Susan B. King


/s/  J. Kevin Moore                                 Director                          May 21, 2001
----------------------
J. Kevin Moore


/s/  Mark Novitch                                   Director                          May 21, 2001
----------------------
Mark Novitch, M.D.


/s/ Eugene L. Step                                  Director                          May 21, 2001
----------------------
Eugene L. Step


/s/ Ruedi E. Wager                                  Director                          May 21, 2001
----------------------
Ruedi E. Wager, Ph.D.


----------------------------                        Director                          May 21, 2001
August M. Watantabe, M.D.

</TABLE>


<PAGE>   6


     The Plan. Pursuant to the requirements of the Securities Act of 1933, the
2001 Guidant Corporation Employee Stock Purchase Plan has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Indianapolis, State of Indiana, United States,
on the 21st day of May, 2001.


<TABLE>
<CAPTION>

        SIGNATURE                                           TITLE                                DATE
        ---------                                           -----                                ----
<S>                                  <C>                                             <C>


/s/   Mark Harrold                                 Member of the Plan Committee                May 21, 2001
------------------------------------
Mark Harrold


/s/   Kristin Sherman                              Member of the Plan Committee                May 21, 2001
------------------------------------
Kristin Sherman
</TABLE>




<PAGE>   7


                                  EXHIBIT INDEX

EXHIBIT        NAME
NUMBER


  4.1          2001 Guidant Corporation Employee Stock Purchase Plan

  4.2          Specimen of Certificate for Common Stock (Incorporated herein by
               reference to the identical exhibit filed as part of the Company's
               Registration Statement on Form S-1 File No. 33-83934.)

  5            Opinion of John C. Jenkins, Vice President and General Counsel of
               the Company, as to the legality of the securities being
               registered

 23.1          Consent of Ernst & Young LLP, independent auditors

 23.2          Consent of Counsel (included in Opinion filed as Exhibit 5)
[{"type": "S-8", "sequence": "1", "filename": "c62798s-8.txt", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 17364}]
{"company-data": {"conformed-name": "GUIDANT CORP", "cik": "0000929987", "assigned-sic": "3841", "irs-number": "351931722", "state-of-incorporation": "IN", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-61804", "film-number": "1649767"}, "business-address": {"street1": "111 MONUMENT CIRCLE", "street2": "29TH FLOOR", "city": "INDIANAPOLIS", "state": "IN", "zip": "46204-5129", "phone": "3179712000"}, "mail-address": {"street1": "P O BOX 44906", "street2": "29TH FLOOR", "city": "INDIANAPOLIS", "state": "IN", "zip": "46244-0906"}}
1
      AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 29, 2001
                                                     REGISTRATION NO. 333-______
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                              -------------------
                               GUIDANT CORPORATION
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

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

            INDIANA                                            35-1931722
(STATE OR OTHER JURISDICTION OF                             (I.R.S. EMPLOYER
 INCORPORATION OR ORGANIZATION)                           IDENTIFICATION NUMBER)

                         111 MONUMENT CIRCLE, 29TH FLOOR
                           INDIANAPOLIS, INDIANA 46204
             (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (POSTAL CODE)

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

                            2001 GUIDANT CORPORATION
                          EMPLOYEE STOCK PURCHASE PLAN
                            (FULL TITLE OF THE PLAN)

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

                              JOHN C. JENKINS, ESQ.
                       VICE PRESIDENT AND GENERAL COUNSEL
                         111 MONUMENT CIRCLE, 29TH FLOOR
                           INDIANAPOLIS, INDIANA 46204
                                 (317) 971-2000
            (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
                   INCLUDING AREA CODE, OF AGENT FOR SERVICE)

                                   COPIES TO:

                            VALERIE H. DIAMOND, ESQ.
                                    ATTORNEY
                                BAKER & MCKENZIE
                       TWO EMBARCADERO CENTER, 24TH FLOOR
                         SAN FRANCISCO, CALIFORNIA 94111
                                 (415) 576-3000

                         CALCULATION OF REGISTRATION FEE
==================================================================================================================
                                            AMOUNT           PROPOSED             PROPOSED          AMOUNT OF
     TITLE OF EACH CLASS OF                  TO BE        MAXIMUM OFFERING     MAXIMUM AGGREGATE    REGISTRATION
   SECURITIES TO BE REGISTERED             REGISTERED      PRICE PER SHARE      OFFERING PRICE          FEE
------------------------------------------------------------------------------------------------------------------
Guidant Corporation Common Shares, no      5,000,000         $30.736(b)         $153,680,000(b)       $38,420
par value per share
==================================================================================================================
(a)  Pursuant to Rule 416(a) under the Securities Act of 1933, this registration
     statement registers such indeterminate number of additional shares as may
     become issuable under the anti-dilution provisions contained in the 2001
     Guidant Corporation Employee Stock Purchase Plan.
(b)  The price is estimated in accordance with Rule 457(h)(1) of the Securities
     Act of 1933, solely for the purpose of calculating the registration fee and
     is the product of multiplying 5,000,000, the maximum number of shares
     issuable under the 2001 Guidant Corporation Employee Stock Purchase Plan
     that are covered by this registration statement, by 85% of $36.16, the
     average of the high and low prices per share of Guidant Corporation's
     Common Stock on the New York Stock Exchange--Composite Tape of May 23,
     2001.
2

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

The following documents are incorporated by reference in this registration
statement:

     (i)    The latest annual report of Guidant Corporation (the "Company") for
            the fiscal year ended December 31, 2000 filed pursuant to Section
            13(a) or 15(d) of the Securities Exchange Act of 1934, as amended
            (the "Exchange Act");

     (ii)   All other reports filed by the Company pursuant to Sections 13(a) or
            15(d) of the Exchange Act since the end of the fiscal year covered
            by the Company's latest annual report referred to in Item 3(i)
            above;

     (iii)  The description of the Company's common stock set forth in the
            Company's Registration Statement on Form 8-A.

All documents filed by the Company after the date of this registration statement
pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment (that indicates all securities offered
have been sold or deregisters all securities then remaining unsold), shall be
deemed to be incorporated by reference in this registration statement and to be
a part hereof from the date of filing of such documents.

Copies of the documents incorporated by reference above may be requested from
the Company without charge, except the exhibits (unless we have specifically
incorporated by reference an exhibit in this Prospectus), by writing to:

     Guidant Corporation
     111 Monument Circle, 29th Floor
     P.O. Box 44906
     Indianapolis, Indiana  46244-0906
     Telephone:  (317) 971-2000
     Attention:  Secretary
     Internet address:  http://www.guidant.com

ITEM 4.  DESCRIPTION OF SECURITIES

Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

The legality of the common stock offered by this Prospectus has been passed upon
for the Company by John C. Jenkins, Vice President and General Counsel of the
Company. Mr. Jenkins has options to purchase Company common stock, owns shares
of Company common stock individually and as a participant in the Company's
employee savings and stock ownership plan, and is eligible to participate in
Guidant Corporation's 1994 and 1998 Stock Option Plans and this Employee Stock
Purchase Plan.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

The Indiana Business Corporation Law provides that a corporation, unless limited
by its Articles of Incorporation, is required to indemnify its directors and
officers against reasonable expenses incurred in the successful defense of any
proceeding arising out of their serving as a director or officer of the
corporation.

As permitted by the Indiana Business Corporation Law, the Company's Articles of
Incorporation provide for indemnification of directors, officers, employees and
agents of the Company against any and all liability and reasonable expense that
may be incurred by them, arising out of any claim or action, civil or criminal,
in which they
3
may become involved by reason of being or having been a director, officer,
employee or agent. The Company's Articles of Incorporation require
indemnification to the fullest extent permitted by the Indiana Business
Corporation Law.

Officers and directors of the Company are insured, subject to certain exclusions
and deductible and maximum amounts, against loss from claims arising in
connection with them acting in their respective capacities, which include claims
under the Securities Act of 1933.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

Not applicable.

ITEM 8.  EXHIBITS

See Index to Exhibits.

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:

               (i)  To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;

               (ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the registration
statement;

               (iii) 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;

     provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the registration statement is on Form S-3 or Form S-8 and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.

         (2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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.

(b) The undersigned registrant hereby undertakes 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 Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of the 2001
Guidant Corporation Employee Stock Purchase Plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) 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.

(c) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 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
of 1933 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
4

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 of 1933 and will be
governed by the final adjudication of such issue.

                                   SIGNATURES

     The Registrant. Pursuant to the requirements of the Securities Act of 1933,
the Registrant, Guidant Corporation, 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 Indianapolis, State of
Indiana, United States, on the 21st day of May, 2001.

                                       GUIDANT CORPORATION
                                       (Registrant)

                                       By: /s/  Ronald W. Dollens
                                          -------------------------------
                                           Ronald W. Dollens
                                           President and Chief Executive Officer

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE                                   TITLE                                DATE
        ---------                                   -----                                ----
/s/  James M. Cornelius                Chairman of the Board and Director             May 21, 2001
------------------------
James M. Cornelius

/s/  Ronald W. Dollens               President, Chief Executive Officer and           May 21, 2001
----------------------               Director (principal executive officer)
Ronald W. Dollens

/s/  Keith E. Brauer                   Chief Financial Officer (principal             May 21, 2001
--------------------                          financial officer)
Keith E. Brauer

/s/  Michael A. Sherman                     Corporate Controller and                  May 21, 2001
-----------------------               Chief Accounting Officer (principal
Michael A. Sherman                             accounting officer)

/s/ Kim B. Clark
-------------------------                           Director                          May 21, 2001
Kim B. Clark

/s/  Maurice A. Cox, Jr.                            Director                          May 21, 2001
------------------------
Maurice A. Cox, Jr.
5
SIGNATURE                                   TITLE                                DATE
        ---------                                   -----                                ----
/s/  Nancy-Ann Min DeParle                          Director                          May 21, 2001
--------------------------
Nancy-Ann Min DeParle

/s/  Enrique C. Falla                               Director                          May 21, 2001
---------------------
Enrique C. Falla

/s/  Michael Grobstein                              Director                          May 21, 2001
----------------------
Michael Grobstein

/s/  J.B. King                                      Director                          May 21, 2001
----------------------
J.B. King

/s/  Susan B. King                                  Director                          May 21, 2001
----------------------
Susan B. King

/s/  J. Kevin Moore                                 Director                          May 21, 2001
----------------------
J. Kevin Moore

/s/  Mark Novitch                                   Director                          May 21, 2001
----------------------
Mark Novitch, M.D.

/s/ Eugene L. Step                                  Director                          May 21, 2001
----------------------
Eugene L. Step

/s/ Ruedi E. Wager                                  Director                          May 21, 2001
----------------------
Ruedi E. Wager, Ph.D.

----------------------------                        Director                          May 21, 2001
August M. Watantabe, M.D.
6

     The Plan. Pursuant to the requirements of the Securities Act of 1933, the
2001 Guidant Corporation Employee Stock Purchase Plan has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Indianapolis, State of Indiana, United States,
on the 21st day of May, 2001.
SIGNATURE                                           TITLE                                DATE
        ---------                                           -----                                ----
/s/   Mark Harrold                                 Member of the Plan Committee                May 21, 2001
------------------------------------
Mark Harrold

/s/   Kristin Sherman                              Member of the Plan Committee                May 21, 2001
------------------------------------
Kristin Sherman
7

                                  EXHIBIT INDEX

EXHIBIT        NAME
NUMBER

  4.1          2001 Guidant Corporation Employee Stock Purchase Plan

  4.2          Specimen of Certificate for Common Stock (Incorporated herein by
               reference to the identical exhibit filed as part of the Company's
               Registration Statement on Form S-1 File No. 33-83934.)

  5            Opinion of John C. Jenkins, Vice President and General Counsel of
               the Company, as to the legality of the securities being
               registered

 23.1          Consent of Ernst & Young LLP, independent auditors

 23.2          Consent of Counsel (included in Opinion filed as Exhibit 5)