SEC Form 4

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

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(f) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Taylor, Jr., James H.

(Last) (First) (Middle)

One Boston Scientific Place

(Street)

Natick, MA 01760-1537

(City) (State) (Zip)

USA

2. Issuer Name and Ticker
or Trading Symbol

Boston Scientific Corporation (BSX)

3. I.R.S. Identification
    Number of Reporting
    Person, if an entity
    (voluntary)

4. Statement for
(Month/Day/Year)

February 7, 2003

5. If Amendment,
Date of Original
(Month/Year)

6. Relationship of Reporting Person(s) to Issuer

(Check all applicable)

Director 10% Owner

X Officer Other

Officer/Other

Description Senior Vice President, Operations

7. Individual or Joint/Group
Filing (Check Applicable Line)

X Individual Filing

Joint/Group Filing

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	3. Transaction Code and Voluntary Code (Instr. 8) Code \| V	4. Securities Acquired (A) or Disposed (D) Of (Instr. 3, 4, and 5) Amount \| A/D \| Price	5. Amount of Securities Beneficially Owned at End ofMonth (Instr. 3 and 4)	6. Owner- ship Form: Direct(D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/07/2003	S \|	600 \| D \| $40.0300		D
Common Stock	02/07/2003	S \|	135 \| D \| $40.5600		D
Common Stock	02/10/2003	M \|	25,000 \| A \| $17.0000		D
Common Stock	02/10/2003	M \|	50,000 \| A \| $12.2500		D
Common Stock	02/10/2003	S \|	36,900 \| D \| $40.0000		D
Common Stock	02/10/2003	S \|	100 \| D \| $40.0100		D
Common Stock	02/10/2003	S \|	2,400 \| D \| $40.0200		D
Common Stock	02/10/2003	S \|	5,300 \| D \| $40.0100		D
Common Stock	02/10/2003	S \|	29,700 \| D \| $40.0000		D
Common Stock	02/10/2003	S \|	12,700 \| D \| $40.5100	1,599	D
Common Stock				4,256	I	By 401(k) (1)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

(over)
SEC 1474 (3-99)

Taylor, Jr., James H. - February 2003

Form 4 (continued)

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. Conver- sion or Exercise Price of Deri- vative Security	3. Transaction Date (Month/ Day/ Year)	4. Transaction Code and Voluntary (V) Code (Instr.8) Code \| V	5. Number of Derivative Securities Acquired (A) or Disposed (D) Of (Instr. 3,4 and 5)	6. Date Exercisable(DE) and Expiration Date(ED) (Month/Day/Year) (DE) \| (ED)	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 at End of Month (Instr.4)	10. Owner- ship Form of Deriv- ative Security: Direct (D) or Indirect (I)	11. Nature of Indirect Beneficial Ownership (Instr.4)
Stock Option (Right to Buy)	$17.0000	02/10/2003	M \|	(D) 25,000	Varies (2) \| 07/25/2010	Common Stock - 25,000		25,000	D
Stock Option (Right to Buy)	$12.2500	02/10/2003	M \|	(D) 50,000	Varies (3) \| 12/06/2010	Common Stock - 50,000		50,000	D
Stock Option (Right to Buy)	$28.3125				Varies (4) \| 05/09/2010	Common Stock - 50,000		50,000	D
Stock Option (Right to Buy)	$25.0000				Varies (5) \| 12/17/2011	Common Stock - 25,000		25,000	D
Stock Option (Right to Buy)	$42.5100				Varies (6) \| 12/09/2012	Common Stock - 40,000		40,000	D

Explanation of Responses :

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient,
See Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not
required to respond unless the form displays a currently valid OMB number.

By: /s/ Lawrence J. Knopf, Attorney-in-fact

________________________________ 02-11-2003
** Signature of Reporting Person Date

Power of Attorney

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SEC 1474 (3-99)

Taylor, Jr., James H. - February 2003

Form 4 (continued)

FOOTNOTE Descriptions for Boston Scientific Corporation (BSX)

Form 4 - February 2003

James H. Taylor, Jr.
One Boston Scientific Place

Natick, MA 01760-1537

Explanation of responses:

(1) Balance reflects the most current data available with regard to share holdings in the Company's 401(k) Savings Plan.
(2) Grant to the reporting person of an option to buy a specified number of shares of Common Stock exercisable 25% on July 25, 2001, 50% on July 25, 2002, 75% on July 25, 2003 and 100% on July 25, 2004, the anniversary date of the grant.
(3) Grant to the reporting person of an option to buy a specified number of shares of Common Stock exercisable in approximately equal annual increments on December 6, 2001, 2002 and 2003, the anniversary date of this grant.
(4) Grant to the reporting person of an option to buy a specified number of shares of Common Stock exercisable 25% on May 9, 2001, 50% on May 9, 2002, 75% on May 9, 2003 and 100% on May 9, 2004, the anniversary date of the grant.
(5) Grant to the reporting person of an option to buy a specified number of shares of Common Stock exercisable 25% on December 17, 2002, 50% on December 17, 2003, 75% on December 17, 2004 and 100% on December 17, 2005, the anniversary date of the grant.
(6) Grant to the reporting person of an option to buy a specified number of shares of Common Stock exercisable 25% on December 9, 2003, 50% on December 9, 2004, 75% on December 9, 2005 and 100% on December 9, 2006, the anniversary date of the grant.

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TAYLOR JAMES H JR 4