1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-K/A
ANNUAL REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 1998 Commission File No. 1-11083

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BOSTON SCIENTIFIC CORPORATION
(Exact name of Company as specified in its charter)

DELAWARE 04-2695240
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)

ONE BOSTON SCIENTIFIC PLACE, NATICK, MASSACHUSETTS 01760-1537
(Address, including zip code, of principal executive offices)

(508) 650-8000
(Company's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

COMMON STOCK, $.01 PAR VALUE PER SHARE
(Title of class)

Securities registered pursuant to Section 12(g) of the Act:
NONE
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Indicate by check mark whether the Company (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Company was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

Yes X No
--- ---

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Company's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to the
Form 10-K. [ ]

The aggregate market value of Common Stock held by non-affiliates (persons other
than directors, executive officers, and related family entities) of the Company
was approximately $9.2 billion based on the closing price of the Common Stock on
March 15, 1999.

The number of shares outstanding of the Company's Common Stock as of March 15,
1999 was 394,872,509.

INTRODUCTION

This Amended Annual Report on Form 10-K/A for the year ended December 31, 1998
supplements the disclosure under Management's Discussion and Analysis of
Financial Condition and Results of Operations and the notes to the consolidated
financial statements of the Company and its subsidiaries contained in the
Company's Annual Report on Form 10-K for the year ended December 31, 1998. No
modifications were made to Parts I and III of the Company's 1998 Annual Report
on Form 10-K or to the results reported in the financial statements that are
attached hereto as Exhibit 13.1 and incorporated herein.

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PART II

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

ITEM 5. MARKET FOR COMPANY'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS

The information set forth under the caption "Market for the Company's Common
Stock and Related Matters" included in the Company's 1998 Consolidated Financial
Information (Exhibit 13.1 filed herewith) is incorporated herein by reference.

The closing price of the Company's Common Stock on March 15, 1999 was $33.75.

ITEM 6. SELECTED FINANCIAL DATA

The information set forth under the caption "Five-Year Selected Financial Data"
included in the Company's 1998 Consolidated Financial Information (Exhibit 13.1
filed herewith) is incorporated herein by reference.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

The statements and information set forth under the caption "Management's
Discussion and Analysis of Financial Condition and Results of Operations"
included in the Company's 1998 Consolidated Financial Information (Exhibit 13.1
filed herewith) are incorporated herein by reference.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The information set forth under the subcaption "Market Risk Disclosures"
contained under the caption "Management's Discussion and Analysis of Financial
Condition and Results of Operations" included in the Company's 1998 Consolidated
Financial Information (Exhibit 13.1 filed herewith) is incorporated herein by
reference.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The consolidated financial statements of the Company and its subsidiaries
included in the Company's 1998 Consolidated Financial Information (Exhibit 13.1
filed herewith) are incorporated herein by reference.

The statements and information set forth under the caption "Quarterly Results of
Operations" included in the Company's 1998 Consolidated Financial Information
(Exhibit 13.1 filed herewith) are incorporated herein by reference.

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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE

None.

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PART IV

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ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON
FORM 8-K

(a)(1) Financial Statements.

The response to this portion of Item 14 is set forth under Item 8.

(a)(2) Financial Schedules.

The response to this portion of Item 14 is filed herewith as a
separate attachment to this report.

(a)(3) Exhibits (* documents filed herewith).

EXHIBIT
NO. TITLE
------- -----

3.1 Second Restated Certificate of Incorporation of the Company
(Exhibit 3.1, Annual Report on Form 10-K for the year ended
December 31, 1993, File No. 1-11083).
3.2 Certificate of Amendment of the Second Restated Certificate
of Incorporation of the Registrant (Exhibit 3.2, Annual
Report on Form 10-K for the year ended December 31, 1994,
File No. 1-11083).
3.3 Certificate of Second Amendment of the Second Restated
Certificate of Incorporation of the Registrant.
3.4 Restated By-laws of the Company (Exhibit 3.2, Registration
No. 33- 46980).
4.1 Specimen Certificate for shares of the Company's Common
Stock (Exhibit 4.1, Registration No. 33-46980).
4.2 Description of Capital Stock contained in Exhibits 3.1,
3.2, 3.3 and 3.4.
4.3 Form of Debt Securities Indenture (Exhibit 4.4,
Registration Statement on Form S-3 of the Company, BSC
Capital Trust, BSC Capital Trust II and BSC Capital Trust
III, File No. 333-64887)
10.1 Boston Scientific Corporation 1992 Long-Term Incentive
Plan, as amended (Exhibit 10.1, Annual Report on Form 10-K
for the year ended December 31, 1996, File No. 1-11083).
10.2 Boston Scientific Corporation 1992 Non-Employee Directors'
Stock Option Plan, as amended (Exhibit 10.2, Annual Report
on Form 10-K for the year ended December 31, 1996, File No.
1-11083).
10.3 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).

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EXHIBIT
NO. TITLE
------- -----

10.4 SCIMED Life Systems, Inc. 1987 Non-Qualified Stock Option
Plan, amended and restated (Exhibit 4.3, Registration No.
33-89772 which was incorporated by reference to Exhibit A
to SCIMED's Proxy Statement dated May 23, 1991 for its 1991
Annual Meeting of Shareholders, Commission File No.
0-9301).
10.5 SCIMED Life Systems, Inc. 1991 Directors Stock Option Plan,
as amended (Exhibit 4.2, Registration No. 33-89772 which
was incorporated by reference to Exhibit A to SCIMED's
Proxy Statement dated June 8, 1994 for its 1994 Annual
Meeting of Shareholders, Commission File No. 0- 9301).
10.6 SCIMED Life Systems, Inc. 1992 Stock Option Plan (Exhibit
4.1, Registration No. 33-89772 which was incorporated by
reference to Exhibit A to SCIMED's Proxy Statement dated
May 26, 1992 for its 1992 Annual Meeting of Shareholders,
Commission File No. 0-9301).
10.7 Heart Technology, Inc. Restated 1989 Stock Option Plan
(Exhibit 4.5, Registration No. 33-99766 which was
incorporated by reference to Exhibit 10.4 to the
Registration Statement on Form S-1 of Heart Technology,
Registration No. 33-45203).
10.8 Heart Technology, Inc. 1992 Stock Option Plan for
Non-Employee Directors (Exhibit 4.6, Registration No.
33-99766 which was incorporated by reference to Exhibit
10.5 to the Registration Statement on Form S-1 of Heart
Technology, Registration No. 33-45203).
10.9 Heart Technology, Inc. 1995 Stock and Incentive Plan
(Exhibit 4.7, Registration No. 33-99766 which was
incorporated by reference to Exhibit 10.4 to the Quarterly
Report on 10-Q/A of Heart Technology for its fiscal quarter
ended June 30, 1995, filed on August 30, 1995, File No.
0-19812).
10.10 Cardiovascular Imaging Systems, Inc. 1987 Incentive Stock
Option Plan, as amended (Exhibit 4.2, Registration No.
33-93790 which was incorporated by reference to CVIS's
Registration Statement on Form S-1 filed on March 11, 1992,
Registration No. 33-46330).
10.11 EP Technologies, Inc. 1988 Stock Plan (Exhibit 4.7,
Registration No. 33- 80265 which was incorporated by
reference to EPT's Registration Statement on Form S-8, File
No. 33-67020).
10.12 EP Technologies, Inc. 1991 Stock Option/Stock Issuance Plan
(Exhibit 4.6, Registration No. 33-80265 which was
incorporated by reference to EPT's Registration Statement
on Form S-8, File No. 33-82140).
10.13 EP Technologies, Inc. 1992 Stock Option Grant to Dr. Terry
E. Spraker, (Exhibit 4.8, Registration No. 33-80265 which
was incorporated by reference to Exhibit 10.15 to the
Annual Report on Form 10-K of EPT for the 1994 Fiscal Year,
File No. 0-22060).
10.14 EP Technologies, Inc. 1993 Stock Option/Stock Issuance
Plan, (Exhibit 4.5, Registration No. 33-80265 which was
incorporated by reference to EPT's Registration Statement
on Form S-8, File No. 33-93196).

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EXHIBIT
NO. TITLE
------- -----

10.15 Target Therapeutics, Inc. 1988 Stock Option Plan,
incorporated by reference to Exhibit 10.2 to Target
Therapeutics, Inc.'s Quarterly Report on Form 10-Q for the
quarter ended September 30, 1996 (File No. 0-19801).
10.16 Target Therapeutics, Inc. 1988 Stock Option Plan,
incorporated by reference to Exhibit 10.3 to Target
Therapeutics, Inc.'s Quarterly Report on Form 10-Q for the
quarter ended September 30, 1996 (File No. 0-19801).
10.17 Boston Scientific Corporation 401(k) Savings Plan, Amended
and Restated, Effective January 1, 1997 (Exhibit 10.17,
Annual Report on Form 10-K for the year ended December 31,
1997, File No. 1-11083).
10.18 Boston Scientific Corporation Global Employee Stock
Ownership Plan, as Amended and Restated (Exhibit 10.18,
Annual Report on Form 10-K for the year ended December 31,
1997, File No. 1-11083).
10.19 Boston Scientific Corporation Deferred Compensation Plan,
Effective January 1, 1996 (Exhibit 10.17, Annual Report on
Form 10-K for the year ended December 31, 1996, File No.
1-11083).
10.20 Form of Second Amended and Restated Credit Agreement, dated
September 4, 1998 among the Company, The Several Lenders
and certain other parties (Exhibit 10.1 to the Company's
Current Report on Form 8-K dated September 25, 1998, File
No. 1-11083).
10.21 Form of Amendment dated February 23, 1999 to Second Amended
and Restated Credit Agreement dated September 4, 1998 among
the Company, The Several Lenders and certain other parties.
10.22 Form of Credit Agreement dated September 4, 1998 among
Boston Scientific Corporation, The Several Lenders and
certain other parties (Exhibit 10.2 to the Company's
Current Report on Form 8-K dated September 25, 1998, File
No. 1-11083).
10.23 Form of Amendment dated February 23, 1999 to the Credit
Agreement dated September 4, 1998 among the Company, The
Several Lenders and certain other parties.
10.24 Form of Credit Agreement dated September 9, 1998 among the
Company, The Several Lenders and Merrill Lynch Capital
Corporation (Exhibit 10.3 to the Company's Current Report
on Form 8-K dated September 25, 1998, File No. 1-11083).
10.25 Form of Amendment No. 1 dated October 22, 1998 to the
Credit Agreement dated September 9, 1998 among the Company,
The Several Lenders and Merrill Lynch Capital Corporation.
10.26 Form of Amendment No. 2 dated February 23, 1999 to the
Credit Agreement dated September 9, 1998 among the Company,
The Several Lenders and Merrill Lynch Capital Corporation.
10.27 Form of Indemnification Agreement between the Company and
certain Directors and Officers (Exhibit 10.16, Registration
No. 33-46980).

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10.28 Letter Agreement, dated June 22, 1992, between the Company
and Lawrence C. Best (Exhibit 10.11, Annual Report on Form
10-K for the year ended December 31, 1993, File No.
1-11083).
10.29 Employment Agreement, dated as of November 8, 1995, among
the Company, SCIMED and Dale A. Spencer (Exhibit 10,
Registration No. 33- 88648), as amended by Amendment No. 1,
dated as of November 22, 1995, to that certain Employment
Agreement (Exhibit 10.19, Annual Report Form 10-K for the
year ended December 31, 1995, File No. 1-11083).
10.30 Amendment No. 2 to Employment Agreement, dated October 21,
1997, to the Employment Agreement, dated as of November 8,
1995, as amended, among the Company, SCIMED and Dale A.
Spencer to the Company's Current Report on Form 8-K dated
September 25, 1998.
10.31 Form of Retention Agreement between the Company and certain
Executive Officers (Exhibit 10.23, Annual Report on Form
10-K for the year ended December 31, 1996, File No.
1-11083).
10.32 Agreement and General Release of All Claims dated as of
December 30, 1998 by and between James M. Corbett and the
Company.
10.33 Agreement and General Release of All Claims dated as of
January 4, 1999 by and between Charles M. Mabrey and the
Company.
10.34 Letter Agreement dated March 17, 1999, between the Company
and James R. Tobin.
10.35 Agreement Containing Consent Decree, dated as of February
23, 1995, between the Company and the Federal Trade
Commission (Exhibit 10.16, Annual Report on Form 10-K for
the year ended December 31, 1994, File No. 1-11083).
10.36 6.625% Promissory Notes due March 15, 2005 issued by the
Company in the aggregate principal amount of $500 million,
each dated as of March 10, 1998 (Exhibit Nos. 4.1, 4.2 and
4.3 to the Company's Current Report on Form 8-K dated March
10, 1998, File No. 1-11083).
11. Statement regarding computation of per share earnings
(included in Exhibit 13.1, Note J to the Company's Annual
Report to Shareholders for the year ended December 31,
1998).
12.1 Statement regarding computation of ratios of earnings to
fixed charges.
*13.1 The Company's 1998 Consolidated Financial Information.
13.2 Report of Independent Auditors, Ernst & Young LLP (included
in the Company's 1998 Consolidated Financial Information,
filed as Exhibit 13.1 hereto).
21. List of the Company's subsidiaries as of March 15, 1999.
Each subsidiary does business under the corporate name
indicated.
*23.1 Consent of Independent Auditors, Ernst & Young LLP.
27.1 Financial Data Schedule, fiscal year ended December 31,
1998.

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(b) Reports on Form 8-K.

Current Reports on Form 8-K/A and Form 8-K/A2, amending and supplementing the
Company's Current Report on Form 8-K filed on September 25, 1998 with respect to
the Item described below, were filed during the period covering the quarter
ended December 31, 1998 and the quarter ended March 31, 1999:

ITEM EVENT DATE DESCRIPTION
- ---- ---------- -----------
7 September 10, 1998 Schneider Worldwide Combined Financial
Statements for the Years Ended December 31,
1997, 1996 and 1995 and Independent
Auditor's Report; Schneider Worldwide
Unaudited Combined Financial Statements for
the Nine Months Ended September 10, 1998 and
September 14, 1997; Unaudited Pro Forma
Combined Condensed Statements of Operations
of the Company and Schneider Worldwide for
the year ended December 31, 1997 and the
nine months ended September 30, 1998.

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SIGNATURE

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934 (the "Exchange Act") and Rule 12b-15 promulgated by the Securities
and Exchange Commission under the Exchange Act, the Company has duly caused this
amended report to be signed on its behalf by the undersigned, thereunto duly
authorized.

Dated: April 28, 1999

BOSTON SCIENTIFIC CORPORATION

By: /s/ LAWRENCE C. BEST
------------------------------------------------
Lawrence C. Best
Senior Vice President--Finance and
Administration and Chief Financial Officer

This amended report has also been signed below by the following persons
on behalf of the Company and in the capacities and on the dates indicated.

Dated: April 28, 1999 /s/ JOHN E. ABELE
----------------------------------------------------
John E. Abele
Director, Founder

Dated: April 28, 1999 /s/ CHARLES J. ASCHAUER, JR.
----------------------------------------------------
Charles J. Aschauer, Jr.
Director

Dated: April 28, 1999 /s/ RANDALL F. BELLOWS
----------------------------------------------------
Randall F. Bellows
Director

Dated: April 28, 1999 /s/ LAWRENCE C. BEST
----------------------------------------------------
Lawrence C. Best
Senior Vice President--Finance and
Administration and Chief Financial Officer
(Principal Financial and Accounting Officer)

Dated: April 28, 1999 /s/ JOSEPH A. CIFFOLILLO
----------------------------------------------------
Joseph A. Ciffolillo
Director

Dated: April 28, 1999 /s/ JOEL L. FLEISHMAN
----------------------------------------------------
Joel L. Fleishman
Director

Dated: April 28, 1999 /s/ LAWRENCE L. HORSCH
----------------------------------------------------
Lawrence L. Horsch
Director

Dated: April 28, 1999 /s/ N.J. NICHOLAS, JR.
----------------------------------------------------
N.J. Nicholas, Jr.
Director

Dated: April 28, 1999 /s/ PETER M. NICHOLAS
----------------------------------------------------
Peter M. Nicholas
Director, Founder, Chairman of the Board
(Principal Executive Officer)

Dated: April 28, 1999 /s/ DALE A. SPENCER
----------------------------------------------------
Dale A. Spencer
Director

Dated: April 28, 1999 /s/ JAMES R. TOBIN
----------------------------------------------------
James R. Tobin
Director, President and Chief Executive Officer

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FINANCIAL STATEMENT SCHEDULE

The following additional consolidated financial statement schedule should be
considered in conjunction with the Company's 1998 Consolidated Financial
Statements (contained in the Company's 1998 Consolidated Financial Information
and included in Exhibit 13.1 filed herewith):

Schedule II - Valuation and Qualifying Accounts

All other schedules have been omitted since the required information is not
present or not sufficiently material to require submission of the schedule, or
because the information required is included in the consolidated financial
statements or the notes thereto.

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SCHEDULE II

VALUATION AND QUALIFYING ACCOUNTS

ADDITIONS
-------------------------------------------

BALANCE AT CHARGED TO CHARGED TO BALANCE AT
BEGINNING COSTS AND OTHER END OF
DESCRIPTION OF PERIOD EXPENSES ACCOUNTS DEDUCTIONS PERIOD
-----------------------------------------------------------------------------
(in thousands)

YEAR ENDED DECEMBER 31, 1998
Reserves and allowances deducted from
asset accounts:
Allowances for uncollectible
amounts and sales returns.................... $30,479 15,024 15,774 (1) 12,126 (2) $49,151

YEAR ENDED DECEMBER 31, 1997
Reserves and allowances deducted from
asset accounts:
Allowances for uncollectible
amounts and sales returns.................... $14,850 10,718 7,356 (1) 2,445 (2) $30,479

YEAR ENDED DECEMBER 31, 1996
Reserves and allowances deducted from
asset accounts:
Allowances for uncollectible
amounts and sales returns.................... $7,870 4,881 2,214 (1) 115 (2) $14,850

(1) Charges for sales return allowances, net of actual sales returns

(2) Uncollectible accounts written off.

Certain prior years' amounts have been reclassified to conform to the
current years' presentation.