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                                                                    Exhibit 13.4


                          INDEPENDENT AUDITORS' REPORT

Board of Directors
SCIMED Life Systems, Inc.
Minneapolis, Minnesota

We have audited the consolidated statements of earnings and cash flows of SCIMED
Life Systems, Inc. and subsidiaries (a wholly owned subsidiary of Boston
Scientific Corporation as of February 24, 1995 - see Note M) (SCIMED) for the
year ended February 28, 1995 (not presented separately herein). These
consolidated financial statements are the responsibility of SCIMED's management.
Our responsibility is to express an opinion on these consolidated financial
statements based on our audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the consolidated financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the consolidated financial statements.
An audit also includes assessing the accounting principles used and significant
accounting statements made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the results of operations and cash flows of
SCIMED Life Systems, Inc. for the year ended February 28, 1995, in conformity
with generally accepted accounting principles.

As discussed in Note A to the consolidated financial statements, SCIMED changed
its method for accounting for marketable debt and equity securities during the
year ended February 28, 1995.

DELOITTE & TOUCHE LLP
Minneapolis, Minnesota
April 13, 1995
(August 24, 1995 as to Note G)