SECURITIES AND EXCHANGE COMMISSION

                            WASHINGTON, D.C. 20549

                                   FORM 8-K

                                CURRENT REPORT

                    Pursuant to Section 13 or 15(d) of the
                        Securities Exchange Act of 1934

      Date of Report (Date of Earliest Event Reported): December 16, 2002
                           ---------------------
                            GUIDANT CORPORATION
                           ---------------------

              (Exact Name of Registrant as Specified in Charter)

        Indiana                        001-13388                 35-19317220
----------------------------     -----------------------    --------------------
(State or Other Jurisdiction     (Commission File Number)      (IRS Employer
  of Incorporation)                                          Identification No.)



                         111 Monument Circle, 29th Floor
                             Indianapolis, Indiana                      46204
                        (Address of Principal Executive               (Zip Code)
                                 Offices)

     Registrant's telephone number, including area code: (317) 971-2000
                               ---------------



       -------------------------------------------------------------
       (Former Name or Former Address, if Changed Since Last Report)



<PAGE>

Item 5.

         The Board of Directors of Guidant Corporation (the "Company") has
approved changes to the Company's Corporate Governance Guidelines and
provided for their posting on the Company's web site on or after the date
hereof (provided that neither the Guidelines nor the contents of the web
site shall be deemed incorporated herein).

         The Board also approved certain amendments to the Company's
By-laws (the "By-laws"):

1.   The By-laws were amended to provide that Chapter 42 of the Indiana
     Business Corporation Law (IC 23-1-42), the Control Share Acquisition
     Statute, will not apply to control share acquisitions of shares of the
     Company; and

2.   The By-laws were amended to change the advance notice period required
     for shareholder proposals and nominations for the election of
     directors from not less than 90 days prior to the anniversary date of
     the prior year's annual meeting to not less than 120 days prior to the
     anniversary date of the prior year's annual meeting. Under the
     By-laws, as amended, to be properly brought before the next annual
     meeting of shareholders of the Company, shareholder proposals and
     nominations for the election of directors must be received by the
     Company no later than January 20, 2003.

         The foregoing descriptions of the amendments to the By-laws do not
purport to be complete and are qualified in their entirety by reference to
the By-laws, as amended, which are attached as an exhibit hereto and
incorporated herein by reference.

Item 7.  Financial Statements and Exhibits.

(c) Exhibits.

Exhibit No.                Exhibit
-----------                -------

   3.1                     By-laws of the Company

         Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.

                                           GUIDANT CORPORATION


                                          By: /s/ Debra F. Minott
                                             ----------------------------------
                                             Name:  Debra F. Minott
                                             Title: Vice President, General
                                                    Counsel and Secretary


Date: December 18, 2002




<PAGE>

                             INDEX TO EXHIBITS


Exhibit No.                Exhibit
-----------                -------

   3.1                     By-laws of the Company
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{"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": "8-K", "act": "34", "file-number": "001-13388", "film-number": "02863777"}, "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"}}
SECURITIES AND EXCHANGE COMMISSION

                            WASHINGTON, D.C. 20549

                                   FORM 8-K

                                CURRENT REPORT

                    Pursuant to Section 13 or 15(d) of the
                        Securities Exchange Act of 1934

      Date of Report (Date of Earliest Event Reported): December 16, 2002
                           ---------------------
                            GUIDANT CORPORATION
                           ---------------------

              (Exact Name of Registrant as Specified in Charter)

        Indiana                        001-13388                 35-19317220
----------------------------     -----------------------    --------------------
(State or Other Jurisdiction     (Commission File Number)      (IRS Employer
  of Incorporation)                                          Identification No.)

                         111 Monument Circle, 29th Floor
                             Indianapolis, Indiana                      46204
                        (Address of Principal Executive               (Zip Code)
                                 Offices)

     Registrant's telephone number, including area code: (317) 971-2000
                               ---------------

       -------------------------------------------------------------
       (Former Name or Former Address, if Changed Since Last Report)
Item 5.

         The Board of Directors of Guidant Corporation (the "Company") has
approved changes to the Company's Corporate Governance Guidelines and
provided for their posting on the Company's web site on or after the date
hereof (provided that neither the Guidelines nor the contents of the web
site shall be deemed incorporated herein).

         The Board also approved certain amendments to the Company's
By-laws (the "By-laws"):

1.   The By-laws were amended to provide that Chapter 42 of the Indiana
     Business Corporation Law (IC 23-1-42), the Control Share Acquisition
     Statute, will not apply to control share acquisitions of shares of the
     Company; and

2.   The By-laws were amended to change the advance notice period required
     for shareholder proposals and nominations for the election of
     directors from not less than 90 days prior to the anniversary date of
     the prior year's annual meeting to not less than 120 days prior to the
     anniversary date of the prior year's annual meeting. Under the
     By-laws, as amended, to be properly brought before the next annual
     meeting of shareholders of the Company, shareholder proposals and
     nominations for the election of directors must be received by the
     Company no later than January 20, 2003.

         The foregoing descriptions of the amendments to the By-laws do not
purport to be complete and are qualified in their entirety by reference to
the By-laws, as amended, which are attached as an exhibit hereto and
incorporated herein by reference.

Item 7.  Financial Statements and Exhibits.

(c) Exhibits.

Exhibit No.                Exhibit
-----------                -------

   3.1                     By-laws of the Company

         Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.

                                           GUIDANT CORPORATION

                                          By: /s/ Debra F. Minott
                                             ----------------------------------
                                             Name:  Debra F. Minott
                                             Title: Vice President, General
                                                    Counsel and Secretary

Date: December 18, 2002
INDEX TO EXHIBITS

Exhibit No.                Exhibit
-----------                -------

   3.1                     By-laws of the Company