FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person * ELLIOTT JOHN RAYMOND   2. Issuer Name and Ticker or Trading Symbol BOSTON SCIENTIFIC CORP [BSX] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) ONE BOSTON SCIENTIFIC PLACE 3. Date of Earliest Transaction (Month/Day/Year) 12/31/2011 (Street) NATICK, MA 01760-1537 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 12/31/2011   M   333,333 A $ 0 (1) 742,843 D   Common Stock 12/31/2011   F   139,167 D $ 5.34 (2) 603,676 D

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Restricted Deferred Stock Units

(1)

12/31/2011

M

333,333

(3)

(3)

Common Stock

333,333

$ 0

0 (4)

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
ELLIOTT JOHN RAYMOND ONE BOSTON SCIENTIFIC PLACE NATICK, MA 01760-1537	X

Signatures

/s/ Theresa R. Boni, Attorney-in-Fact		01/04/2012
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Each deferred stock unit represents the Company's commitment to issue one share of Boston Scientific common stock.
(2)	The Company's closing stock price on December 30, 2011.
(3)	One third of the shares vested on June 23, 2010, the first anniversary of the award, and thereafter 1/36th of the shares vest on each subsequent monthly anniversary until the award is fully vested on the third anniversary of the award provided the reporting person is still an employee of the Company. Vested shares of common stock will be issued and income tax withholding amounts will be assessed to the reporting person on December 31 of the year shares vest.
(4)	The remaining 166,667 restricted deferred stock units forfeited as of December 31, 2011 in connection with the reporting person's retirement from the Company.
Remarks: Exhibit 24.1 Power of Attorney

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