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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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FORM 10-K

ANNUAL REPORT PURSUANT TO

SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934



For the fiscal year ended December 31, 1999          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. [X]

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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 $6.3 billion based on the closing price of the Common Stock

on March 17, 2000.



The number of shares outstanding of the Company's Common Stock as of March 17,

2000 was 406,556,829.





DOCUMENTS INCORPORATED BY REFERENCE



Portions of the Company's 1999 Annual Report to Shareholders which is filed with

the Securities and Exchange Commission (the "Commission") as an exhibit hereto

and the Proxy Statement to be filed with the Securities and Exchange Commission

on or about April 3, 2000 are incorporated by reference into Parts I, II and

III.





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PART I

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ITEM 1.  BUSINESS



THE COMPANY



Boston Scientific Corporation (the "Company") is a worldwide developer,

manufacturer and marketer of minimally invasive medical devices. The Company's

products are used in a broad range of interventional medical specialties,

including cardiology, electrophysiology, gastroenterology, neuro-endovascular

therapy, pulmonary medicine, radiology, urology and vascular surgery. The

Company's products are generally inserted into the human body through natural

openings or small incisions in the skin and can be guided to most areas of the

anatomy to diagnose and treat a wide range of medical problems. These products

provide effective alternatives to traditional surgery by reducing procedural

trauma, complexity, risk to the patient, cost and recovery time.



The Company's history began in the late 1960s when the Company's co-founder,

John Abele, acquired an equity interest in Medi-tech, Inc., a development

company. Medi-tech's initial products, a family of steerable catheters, were

introduced in 1969. They were used in some of the first minimally invasive

procedures performed, and versions of these catheters are still being sold

today. In 1979, John Abele joined with Pete Nicholas to form the Company, which

indirectly acquired Medi-tech, Inc. This acquisition began a period of active,

focused marketing, new product development and organizational growth. Since

then, the Company's net sales have increased substantially, growing from $1.8

million in 1979 to $2.8 billion in 1999.



The Company's growth in the past few years has been fueled in part by strategic

acquisitions and alliances designed to improve the ability of the Company to

take advantage of future growth opportunities in less invasive medicine. These

acquisitions have helped the Company to achieve a strategic mass which allows it

to offer one of the broadest product lines in the world for use in minimally

invasive procedures. The Company's strategic mass has also enabled it to compete

more effectively in, and better absorb the pressures of, the current healthcare

environment of cost containment, managed care, large buying groups and hospital

consolidations.



During 1998, the Company established a rationalization plan in conjunction with

the consummation of the Schneider acquisition, taking into consideration

duplicate capacity as well as opportunities for further leveraging of cost and

technology platforms. The Company substantially completed its rationalization

plan in 1999, including the closure of five Schneider facilities as well as the

transition of manufacturing for selected Boston Scientific product lines to

different sites.







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BUSINESS STRATEGY



The Company's mission is to improve the quality of patient care and the

productivity of healthcare delivery through the development and advocacy of

minimally invasive medical devices and procedures. The Company seeks to

accomplish this mission through the continuing refinement of existing products

and procedures and the investigation and development, as well as the

acquisition, of new technologies which can reduce risk, trauma, cost, procedure

time and the need for aftercare. The Company's strategy has been, and will

continue to be, to grow by identifying those specific therapeutic and diagnostic

areas which satisfy the Company's mission and provide attractive opportunities

for long-term growth and by making the investments necessary to capitalize on

these opportunities. Key elements of this strategy are as follows:



Product Diversity. The Company offers products in numerous product categories

which are used by physicians throughout the world in a broad range of diagnostic

and therapeutic vascular and nonvascular procedures. The breadth and diversity

of the Company's product lines permit medical specialists to satisfy many of

their minimally invasive medical device requirements from a single source. The

scope of its products and markets also reduces the Company's vulnerability to

change in the competitive, regulatory and technological environments for any

single product or market.



Product Innovation. The Company believes that streamlining and coordinating its

technology pipeline and new product development is essential to its ability to

stimulate growth and maintain leadership positions in its markets. By

centralizing platform technology development at the corporate level, the Company

is able to pursue technologies that can be leveraged across multiple markets.

Simultaneously, the interaction of the Company's product management teams and

sales representatives with the worldwide medical community facilitates new

product development at the divisional level to address the needs and desires of

the Company's physician customers.



Focused Marketing. The Company markets its products through six principal

divisions: Scimed, EP Technologies, Medi-tech (formerly operating as Boston

Scientific Vascular, Meadox and Schneider), Target Therapeutics, Microvasive

Endoscopy and Microvasive Urology. Each of the Company's divisions focuses on

physicians who specialize in the diagnosis and treatment of different medical

conditions and offers products to satisfy their needs. The Company believes that

this focused disease state management enables it to develop highly knowledgeable

and dedicated sales representatives and to foster close professional

relationships with physicians.



International Presence. Maintaining and expanding its international presence is

an important component of the Company's long term growth plan. Currently, the

Company operates international manufacturing facilities in Ireland and has

direct marketing and sales subsidiaries or distribution arrangements throughout

the world. Through its international presence, the Company seeks to increase net

sales and market share, accelerate the time within which new products can be

brought to market and gain access to worldwide technological developments that

may be implemented across its product lines.







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Active Participation in the Medical Community. The Company believes that it has

excellent working relationships with physicians and others in the medical

industry which enable it to gain a detailed understanding of new therapeutic and

diagnostic alternatives, and to respond quickly to the changing needs of

physicians and patients. The Company enhances its presence in the medical

community through active participation in medical meetings, by conducting

comprehensive training and educational activities and through employee-authored

articles in medical journals and textbooks. The Company believes that these

activities and its advocacy positions contribute to the medical community's

understanding and adoption of minimally invasive techniques and the expansion of

these techniques into new therapeutic and diagnostic areas.



Corporate Culture. Management believes that success and leadership evolve from a

motivating corporate culture which rewards achievement, respects and values

individual employees and customers, and has a long-term focus on quality,

technology, integrity and service. The Company believes that its success is

attributable in large part to the high caliber of its employees and the

Company's commitment to respecting the values on which its success has been

based.



Strategic Acquisitions and Alliances. In recent years, the Company has sought

out strategic acquisitions, alliances and venture opportunities which complement

or expand its existing product lines or enhance its technological position.

Although the Company did not make any significant acquisitions in 1999, the

Company expects that it will continue to seek out and review opportunities for

acquisitions and strategic alliances consistent with its corporate mission.



PRODUCTS



The Company's products are broadly categorized as vascular or nonvascular,

depending on the anatomical system and procedure in which a product is intended

to be used. Generally, vascular products are employed in procedures affecting

the heart and systems which carry blood, and nonvascular products are employed

in procedures affecting other systems and organs. In 1999, approximately 81% of

the Company's net sales were derived from its vascular business, approximately

18% from its nonvascular business and less than 1% from other business. The

Company's principal vascular and nonvascular products are offered in the

following medical areas:



VASCULAR



Coronary Stents. The Company markets both balloon-expandable and self-expanding

coronary stent systems. The Company's most important products in this category

incorporate the NIR(R) balloon-expandable coronary stent developed and

manufactured by Medinol Ltd., with which the Company has an exclusive worldwide

distribution agreement for stent products. The Company hopes to introduce the

NIROYAL(TM) ADVANCE(TM), NIROYAL(TM) ELITE(TM) and NIRELITE(TM) coronary stent

systems in the United States in 2000, pending approval from the United States

Food and Drug Administration ("FDA"). The Company recently introduced the NIR(R)

with SOX(TM) over-the-wire coronary stent delivery system in the United States

and hopes to introduce a Monorail(TM) system later in 2000, pending





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FDA approval. The Company has already launched or intends to launch in 2000

(pending regulatory approval) these products in selected international markets.

Through a strategic alliance with Angiotech Pharmaceuticals, Inc., the Company

holds a co-exclusive license for the use of paclitaxel on intraluminal devices

to inhibit restenosis as well as other applications. The Company has been

granted approval by the Freiburg Ethics Commission International to conduct a

clinical trial in Germany of paclitaxel coated coronary stents.



Coronary Revascularization. The Company markets a broad line of products used to

treat patients with atherosclerosis. Atherosclerosis, a coronary vessel disease

and a principal cause of heart attacks, is characterized by a thickening of the

walls of the arteries and a narrowing of arterial lumens (openings) caused by

the progressive development of deposits of plaque. Atherosclerosis results in

reduced blood flow to the muscle of the heart. The majority of the Company's

products in this market are used in percutaneous transluminal coronary

angioplasty ("PTCA") and percutaneous transluminal coronary rotational

atherectomy. The Company's products in this market include PTCA balloon

catheters, the Rotablator(R) and Rotalink(R) rotational atherectomy systems,

guide wires, guide catheters, diagnostic catheters and fluid management systems.



Electrophysiology. The Company's electrophysiology product offerings include

catheters and systems for use in minimally invasive procedures to diagnose and

treat tachyarrhythmias (abnormally fast heart rhythms). The Company markets RF

generators and steerable ablation catheters, many of which incorporate

proprietary steering, temperature monitoring and control technology, as well as

a line of diagnostic catheters and associated accessories.



Peripheral Vascular Intervention and Vascular Access. The Company sells various

products designed to treat patients with peripheral vascular disease (disease

which appears in blood vessels other than in the heart), including a broad line

of catheters used in percutaneous transluminal angioplasty. Additionally, the

Company's peripheral vascular product line includes medical devices used in

thrombolysis (the catheter-based delivery of clot dissolving agents directly to

the site of a blood clot) and thrombectomy catheters. The Company also offers

stents to maintain patency of peripheral lumens, including the WALLSTENT(R)

endoprosthesis.



Caval Interruption Systems. The Company markets the Greenfield(R) vena cava

filter system for use in patients who are at risk of developing a pulmonary

embolism due to an existing medical condition or post-surgical complications.

Once the filter is implanted, circulating emboli (blood clots) can be captured

and held by the lattice design of the filter, allowing the clots to dissolve

naturally before they can reach the pulmonary system.



Surgical and Endovascular Grafts. The Company markets vascular grafts and

endovascular stent grafts for the treatment of thoracic dissection, abdominal

aortic aneurysms and peripheral vascular occlusive diseases.



Intraluminal Ultrasound Imaging. The Company markets a family of intraluminal

catheter-directed ultrasound imaging systems for diagnostic use in blood

vessels, heart chambers and





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coronary arteries, as well as certain nonvascular systems. The Company hopes to

introduce in 2000 the Atlantis(TM) 40 mHz imaging catheter and Galaxy(TM)

ultrasound imaging console in both the United States and Japan, pending

approvals from the FDA and Japan's Ministry of Health.



Neuro-Endovascular Therapy. The Company markets a line of micro-guidewires,

micro-catheters, guiding catheters and embolics to treat diseases of the

neurovascular system. The Company also markets the Guglielmi Detachable Coil(TM)

system to treat and prevent the rupture of cerebral aneurysms that are otherwise

either considered to be inoperable or high risk for surgery.



NONVASCULAR



Esophageal, Gastric and Duodenal Intervention. The Company markets a broad range

of products to diagnose, treat and palliate a variety of esophageal, gastric and

duodenal diseases, including esophogitis, gastric esophageal reflux disease,

portal hypertension, peptic ulcers and esophageal cancer. The Company's products

in this area include disposable single and multiple biopsy forceps, balloon

dilatation catheters, banding ligation devices and enteral feeding devices. The

Company also markets a family of esophogeal stents designed to offer improved

dilatation force and greater resistance to tumor in-growth.



Colorectal Intervention. The Company markets a line of hemostatic catheters,

polypectomy snares and dilatation catheters for the diagnosis and treatment of

polyps, inflammatory bowel disease, diverticulitis and colon cancer.



Pancreatico-Biliary Intervention. The Company sells a variety of products to

diagnose, treat and palliate benign and malignant strictures of the

pancreatico-biliary system (the gall bladder, common bile duct, hepatic duct,

pancreatic duct and the pancreas) and to remove stones found in the common bile

and hepatic ducts. The Company's products include diagnostic catheters used with

contrast media, balloon dilatation catheters and sphincterotomes. The Company

also markets a temporary biliary stent for palliation and drainage of the common

bile duct.



Pulmonary Intervention. The Company markets devices to diagnose, treat and

palliate chronic bronchitis and lung cancer, including pulmonary biopsy forceps

and balloon catheters used to dilate strictures or for tumor management.



Urinary Tract Intervention. The Company sells a variety of products designed

primarily to treat patients with urinary stone disease, either via ureteroscopy

or percutaneous nephrolithotomy. Products within this category include ureteral

dilatation balloons used to dilate strictures or openings for scope access;

stone baskets used to manipulate or remove the stone; intracorporeal shock wave

lithotripsy devices and holmium laser systems used to disintegrate stones

ureteroscopically; ureteral stents implanted temporarily in the urinary tract to

provide either short-term or long-term drainage; and a wide variety of

guidewires used to gain access to a specific site.



Prostate Intervention. For the treatment of Benign Prostatic Hypertrophy

("BPH"), the Company currently markets electro-surgical resection devices

designed to resect large diseased tissue sites





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and reduce the bleeding attributable to the resection procedure (a major cause

of patient morbidity in connection with traditional surgical treatments for BPH)

and an automatic disposable needle biopsy system, designed to take rapid core

prostate biopsies.



Urinary Incontinence and Bladder Disease. The Company markets a line of

minimally invasive devices and dermal sling materials to treat stress urinary

incontinence. This affliction is commonly treated with various surgical

procedures. The Company's Precision(TM) and Vesica(R) systems offer less

invasive alternatives for treating incontinence. The Company has also developed

other devices to diagnose and treat bladder cancer and bladder obstruction.



INTERNATIONAL OPERATIONS



In 1999, international sales accounted for approximately 39% of the Company's

net sales. Net sales, operating income and identifiable assets attributable to

significant geographic areas are presented in Note N to the Company's 1999

Consolidated Financial Statements, which is filed with the Securities and

Exchange Commission as an exhibit hereto.



As of December 31, 1999, the Company had direct marketing and sales operations

in 40 countries. In recent years, the Company has expanded its direct sales

presence worldwide so as to be in a position to take advantage of expanding

market opportunities. The Company believes that, during 2000, it will continue

to leverage its infrastructure and will continue to use distributors in those

smaller markets where it is not economical or strategic to establish a direct

presence.



The Company has three international manufacturing facilities in Ireland.

Presently, approximately 50% of the Company's products sold internationally are

manufactured at these facilities. The Company also maintains an international

research and development facilities in Ireland and a training center in

Miyazaki, Japan.



The Company's international presence exposes it to certain financial and other

risks. Principal among these is the potentially negative impact of foreign

currency fluctuations on the Company's sales and expenses. Although the Company

engages in hedging transactions that may offset the effect of fluctuations in

foreign currency exchange rates on foreign currency denominated assets and

liabilities, financial exposure may nonetheless result, primarily from the

timing of transactions, forecast volatility and the movement of exchange rates.

International markets are also being affected by economic pressure to contain

reimbursement levels and healthcare costs. The Company's ability to benefit from

its international expansion may be limited by risks and uncertainties relating

to economic conditions in these regions, competitive offerings, infrastructure

development, rights to intellectual property, and the ability of the Company to

implement its overall business strategy. Any significant changes in the

political, regulatory or economic environment where the Company conducts

international operations may have a material impact on revenues and profits.







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MARKETING AND SALES



The Company markets its products through six principal divisions, each focusing

upon physicians who specialize in the diagnosis and treatment of different

medical conditions and disease states.



Vascular

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Scimed:        markets devices to cardiologists for the nonsurgical

diagnosis and treatment of coronary and peripheral vascular

disease and other cardiac disorders.



EP             offers a line of electrophysiology catheters and systems for

Technologies:  use by interventional electrophysiologists in the diagnosis

and treatment of cardiac tachyarrhythmias.



Medi-tech:     markets therapeutic and diagnostic devices to physicians who

perform interventional image-guided procedures primarily in

the fields of radiology, pulmonary medicine and vascular

surgery, and markets woven, knitted and collagen-sealed

vascular and endovascular grafts to vascular, cardiothoracic

and general surgeons for use in patients with vessels

damaged by atherosclerosis or aneurysms which need to be

bypassed or replaced.



Target:        markets a line of micro-guidewires, micro-catheters, coils,

embolics and other medical devices which aid

neuroradiologists and neurosurgeons in the treatment of

neurovascular diseases.



Nonvascular

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Microvasive    markets therapeutic and diagnostic devices which aid

Endoscopy:     gastroenterologist and pulmonologists in performing

flexible endoscopic procedures involving the digestive tract

and lungs.



Microvasive    offers a line of therapeutic and diagnostic devices which

Urology:       aid urologists and urogynecologists in performing

ureteroscopic and other minimally invasive endoscopic

procedures as well as devices to treat urinary incontinence.





A dedicated sales force of over 1,100 individuals in 40 countries

internationally and over 800 in the United States markets the Company's products

worldwide. Sales in countries where the Company has direct sales organizations

accounted for approximately 99% of the Company's net sales during 1999. A

network of distributors and dealers who offer the Company's products in more

than 30 countries worldwide accounts for the remaining sales. The Company has

also





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established a dedicated U.S. corporate sales organization focused principally on

selling to major buying groups and large integrated healthcare networks.



In 1999, the Company sold its products to over 10,000 hospitals, clinics,

out-patient facilities and medical offices. The Company is not dependent on any

single institution and no single institution accounted for more than 10% of the

Company's net sales in 1999. Large group purchasing organizations, hospital

networks and other buying groups are, however, becoming increasingly important

to the Company's business. The trend toward managed care and economically

motivated and more sophisticated buyers in the United States may result in

continued pressure on selling prices of certain products and resulting

compression on gross margins. These purchasers of medical devices also tend to

limit the number of suppliers from whom they purchase medical products. There

can be no assurance that these entities will continue to purchase products from

the Company.



The Company markets the NIR ON(R) Ranger(TM) and NIR(R) Primo(TM) coronary stent

systems which, together with other NIR(R) stent systems, represented

approximately 20% of the Company's 1999 worldwide sales. These stent systems

include the NIR(R) coronary stent which is developed and manufactured by Medinol

Ltd., Israel, and a balloon delivery system which is developed and manufactured

by the Company. The Company also distributes several other products for third

parties, including RF generators, an introducer sheath and certain guidewires.

None of these other products represented more than 10% of the Company's 1999 net

sales. Leveraging its sales and marketing strength, the Company expects to

continue to seek out new opportunities for distributing complementary products

as well as new technologies. Certain of the products distributed by the Company,

such as the NIR(R) stent, are very important to the Company strategically.

Unforeseen delays, stoppages or interruptions in the supply and/or mix of the

NIR(R) stent or certain other distributed products could adversely affect the

Company's operating results.



Throughout the world, delays in product approval processes, changes in

reimbursement policies and competitive pricing pressures remain unpredictable.

The Company cannot predict what future economic, regulatory, reimbursement and

pricing environments will exist in domestic and international markets for its

healthcare products. It is possible that these environments could adversely

affect the Company's product pricing and ability to sell products. The Company

believes that these and other factors will continue to impact the rate at which

the Company can grow, but management believes that it is well positioned to take

advantage of opportunities for growth that exist in the markets it serves.







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MANUFACTURING; RAW MATERIALS



The Company designs and manufactures the majority of its products in 13

manufacturing sites around the world.



Most components used in the manufacture of the Company's products are readily

fabricated from commonly available raw materials or off-the-shelf items

available from multiple supply sources. The fabricated items are custom made for

the Company to meet its specifications. The Company believes that in most cases,

redundant capacity exists at the suppliers and that alternative sources of

supply are available or could be developed within a reasonable period of time.

Generally, the Company has been able to obtain adequate supplies of raw

materials and components in a timely manner from established sources. However,

the reduction or interruption in supply, an inability to develop alternative

sources if required, or a significant increase in the price of raw materials or

components, could adversely effect the Company's operations and financial

condition.



As a result of multiple acquisitions, the Company's supply chain and

manufacturing processes have not yet been fully optimized. During 1998, the

Company initiated a program to focus on supply chain optimization, and, during

1999, the program was expanded to include a review of manufacturing processes.

In addition to enhancing customer service, the program is designed to lower

inventory levels and the cost of manufacturing, improve absorption and minimize

inventory write-downs. Also in late 1999, a series of operational excellence

initiatives were begun, specifically targeting multiple aspects of plant cost

and performance. By continuing to address operational excellence and the

optimization of the supply chain, the Company seeks to return gross margins to

more acceptable levels and to improve working capital.



COMPETITION



The Company encounters significant competition from various entities across its

product lines and in each market in which its products are sold. The Company's

primary competitors include C.R. Bard, Inc., Cook, Inc., Guidant Corporation,

Johnson & Johnson (including its subsidiary, Cordis Corporation), and Medtronic,

Inc. (including its subsidiary, Medtronic AVE, Inc., formerly known as Arterial

Vascular Engineering Inc.), as well as a wide range of companies which sell a

single or limited number of competitive products.



In addition, the Company faces competition from non-medical device companies,

such as pharmaceutical companies, which may offer non-surgical alternative

therapies for disease states which are currently treated using the Company's

products.



The Company believes that its products compete primarily on the basis of their

ability to perform safely and effectively diagnostic and therapeutic procedures

in a minimally invasive manner, ease of product use, product reliability and

physician familiarity. In the current environment of managed care, economically

motivated buyers, consolidation among health care providers,





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increased competition and declining reimbursement rates, the Company has also

been increasingly required to compete on the basis of price. The Company

believes that its continued competitive success will depend upon its ability to

create or acquire scientifically advanced technology, apply its technology

cost-effectively across product lines and markets, develop or acquire

proprietary products, attract and retain skilled development personnel, obtain

patent or other protection for its products, obtain required regulatory

approvals, and manufacture and successfully market its products either directly

or through outside parties. There can be no assurance that the Company will be

able to accomplish these objectives or that it will be able to compete

successfully in the future against existing or new competitors.



RESEARCH AND DEVELOPMENT



The Company believes that streamlining and coordinating its technology pipeline

and new product development is essential to its ability to stimulate growth and

maintain leadership positions in its markets. By centralizing platform

technology development at the corporate level, the Company is able to pursue

technologies that can be leveraged across multiple markets. Simultaneously, the

interaction of the Company's product management teams and sales representatives

with the worldwide medical community facilitates new product development at the

divisional level to address the needs and desires of the Company's physician

customers.



In 1999, the Company expended approximately $200 million on research and

development, representing approximately 7% of the Company's 1999 net sales.

These expenditures funded clinical research, licensed technology, regulatory

compliance and a variety of product development programs, including, among

others, carotid stenting, molecular intervention technology (using paclitaxel,

radiation, angiogenesis technology and gene therapy) and stent grafting.



Enhancements of existing products or expansions of existing product lines, which

are typically developed within the Company's manufacturing and marketing

operations, account for a significant portion of each year's sales growth. In

addition to internal development, the Company works with hundreds of leading

research institutions, universities and clinicians around the world in

developing, evaluating and clinically testing its products.



The Company believes its future success will depend upon the strength of its

development efforts. There can be no assurance that the Company will realize

financial benefit from its development programs, will continue to be successful

in identifying, developing and marketing new products or enhancing its existing

products, or that products or technologies developed by others will not render

the Company's products or technologies non-competitive or obsolete.



REGULATION



The medical devices manufactured and marketed by the Company are subject to

regulation by numerous regulatory bodies, including the FDA and comparable

international regulatory agencies. These agencies require manufacturers of

medical devices to comply with applicable laws and





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regulations governing the development, testing, manufacturing, labeling,

marketing and distribution of medical devices. Devices are generally subject to

varying levels of regulatory control, the most comprehensive of which requires

that a clinical evaluation program be conducted before a device receives

approval for commercial distribution.



In the United States, permission to distribute a new device generally can be met

in one of two ways. The first, less rigorous, process applies to any new device

that is substantially equivalent to a device first marketed prior to May 1976

and does not require pre-market approval ("PMA"). In this case, FDA permission

to distribute the device can be accomplished by submission of a pre-market

notification submission (a "510(k) Submission"), and issuance by the FDA of an

order permitting commercial distribution. A 510(k) Submission must provide

information supporting its claim of substantial equivalence. If clinical data

from human experience is required to support a 510(k) Submission, this data must

be gathered in compliance with investigational device exemption ("IDE")

regulations for investigations performed in the United States. The FDA must

issue an order finding substantial equivalence before commercial distribution

can occur. Changes to existing devices which do not significantly affect safety

or effectiveness can generally be made by the Company without additional 510(k)

Submissions.



The second, more comprehensive, approval process applies to a new device that is

not substantially equivalent to a pre-1976 product. In this case, two steps of

FDA approval are generally required before marketing in the United States can

begin. First, the Company must comply with IDE regulations in connection with

any clinical investigation of the device in the United States. Second, the FDA

must review the Company's PMA application which contains, among other things,

clinical information acquired under the IDE. The FDA will approve the PMA

application if it finds that there is a reasonable assurance that the device is

safe and effective for its intended purpose.



The FDA can ban certain medical devices, detain or seize adulterated or

misbranded medical devices, order repair, replacement or refund of these

devices, and require notification of health professionals and others with regard

to medical devices that present unreasonable risks of substantial harm to the

public health. The FDA may also enjoin and restrain certain violations of the

Food, Drug and Cosmetic Act and the Safe Medical Devices Act pertaining to

medical devices, or initiate action for criminal prosecution of such violations.



International sales of medical devices manufactured in the United States that

are not approved by the FDA for use in the United States, or are banned or

deviate from lawful performance standards, are subject to FDA export

requirements. The Export Reform Act of 1996 has simplified the process of

exporting devices which have not been approved for sale in the United States.

Exported devices are subject to the regulatory requirements of each country to

which the device is exported. In many foreign countries, all regulated medical

products are treated as drugs and the majority of the Company's products are

expected to be so regulated in these countries. Frequently, regulatory approval

may first be obtained in a foreign country prior to application in the United

States to take advantage of differing regulatory requirements. The Company has

achieved International Standards Organization or European Union certification

for its Irish and





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United States manufacturing facilities. In addition, the Company has completed

CE Mark registrations for substantially all of its products in accordance with

the implementation of various medical device directives in the European Union.



The process of obtaining clearance to market products is costly and

time-consuming in virtually all of the major markets in which the Company sells

products and can delay the marketing and sale of new products. Countries around

the world have recently adopted more stringent regulatory requirements which are

expected to add to the delays and uncertainties associated with new product

releases, as well as the clinical and regulatory costs of supporting such

releases. No assurance can be given that any of the Company's new medical

devices will be approved on a timely basis, if at all.



In addition, regulations regarding the development, manufacture and sale of

medical devices are subject to future change. The Company cannot predict what

impact, if any, such changes might have on its business. Failure to comply with

regulatory requirements could have a material adverse effect on the Company's

business, financial condition and results of operations.



The Company is also subject to environmental laws and regulations both in the

United States and abroad. The operations of the Company, like those of other

medical device companies, involve the use of substances regulated under

environmental laws, primarily in manufacturing and sterilization processes. The

Company believes that compliance with environmental laws will not have a

material impact on its financial position, results of operations, or liquidity.

Given the scope and nature of these laws, there can, however, be no assurance

that environmental laws will not have a material impact on the Company.



THIRD-PARTY COVERAGE AND REIMBURSEMENT



The Company's products are purchased by hospitals, doctors and other health care

providers who are reimbursed for the health care services provided to their

patients by third-party payors, such as governmental programs (e.g., Medicare

and Medicaid), private insurance plans and managed care programs. Third party

payors may deny coverage for certain technologies based on assessment criteria

as determined by the third-party payor. Also, third-party payors are

increasingly challenging the prices charged for medical products and services.

There can be no assurance that the Company's products will be automatically

covered by third-party payors, that reimbursement will be available or, if

available, that the third-party payors' coverage policies will not adversely

affect the Company's ability to sell its products profitably.



PROPRIETARY RIGHTS AND PATENT LITIGATION



The Company relies on a combination of patents, trade secrets and non-disclosure

agreements to protect its intellectual property. The Company holds more than

1,500 United States patents (plus foreign counterparts) and has pending more

than 3,000 patent applications worldwide that cover various aspects of its

technology. In addition, the Company holds exclusive and non-exclusive licenses

to a variety of third party technologies covered by patents and patent

applications. There





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can be no assurance that pending patent applications will result in issued

patents, that patents issued to or licensed by the Company will not be

challenged or circumvented by competitors, or that such patents will be found to

be valid or sufficiently broad to protect the Company's technology or to provide

the Company with a competitive advantage. The Company relies on non-disclosure

and non-competition agreements with employees, consultants and other parties to

protect, in part, trade secrets and other proprietary technology. There can be

no assurance that these agreements will not be breached, that the Company will

have adequate remedies for any breach, that others will not independently

develop equivalent proprietary information or that third parties will not

otherwise gain access to the Company's trade secrets and proprietary knowledge.



There has been substantial litigation regarding patent and other intellectual

property rights in the medical device industry generally, particularly in the

areas in which the Company competes. The Company has defended, and will likely

continue to defend, itself against claims and legal actions alleging

infringement of the patent rights of others. Adverse determinations in any

patent litigation could subject the Company to significant liabilities to third

parties, could require the Company to seek licenses from third parties and

could, if licenses are not available, prevent the Company from manufacturing,

selling or using certain of its products, any of which could have a material

adverse effect on the Company. Additionally, the Company may find it necessary

to initiate litigation to enforce its patent rights, to protect its trade

secrets or know-how and to determine the scope and validity of the proprietary

rights of others. Patent litigation can be costly and time-consuming, and there

can be no assurance that the Company's litigation expenses will not be

significant in the future or that the outcome of litigation will be favorable to

the Company.



OTHER LITIGATION



The testing, marketing and sale of human health care products entails an

inherent risk of product liability claims. The Company is involved in various

lawsuits arising in the normal course of business from product liability claims,

and product liability claims may be asserted in the future relative to events

not known to management at the present time. The Company has insurance coverage

which management believes is adequate to protect against product liability

losses as could otherwise materially affect the Company's financial position.

However, there can be no assurance that product liability claims will not exceed

such insurance coverage limits or that such insurance will be available in the

future on commercially reasonable terms, if at all. The Company is aware that

the U.S. Department of Justice is conducting an investigation of matters that

include the Company's decision to voluntarily recall the NIR ON(R) Ranger(TM)

with Sox(TM) coronary stent system in the U.S. The Company is cooperating fully

in the investigation. In addition to a suit filed by Hewlett-Packard Company

(HP), the U.S. Federal Trade Commission (FTC) is investigating the Company's

compliance with a Consent Order dated May 5, 1995, pursuant to which the Company

licensed certain intravascular ultrasound technology to HP.





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EMPLOYEES



As of December 31, 1999, the Company had 12,615 employees, including

approximately 7,654 in operations, 925 in administration, 1,294 in research and

development and 2,742 in selling, marketing, distribution and related

administrative support. Of these employees, approximately 3,616 were employed in

the Company's international operations. The Company believes that the continued

success of its business will depend, in part, on its ability to attract and

retain qualified personnel. Competition for qualified, skilled personnel is

intense in the medical device industry. There can be no assurance that the

Company will be able in the future to attract and retain such personnel.



SEASONALITY



Worldwide sales do not reflect any significant degree of seasonality, however

customer purchases have been lighter in the third quarter of prior years than in

other quarters. This reflects, among other factors, lower demand during summer

months, particularly in European countries.



CAUTIONARY STATEMENT FOR PURPOSES OF THE SAFE HARBOR PROVISIONS OF THE PRIVATE

SECURITIES LITIGATION REFORM ACT OF 1995



The Cautionary Statement for Purposes of the Safe Harbor Provisions of the

Private Securities Litigation Reform Act of 1995 appearing on page 10 of the

Company's 1999 Consolidated Financial Statements (Exhibit 13.1 filed

herewith) is incorporated herein by reference.



ITEM 2.  PROPERTIES



The Company's world headquarters are located in Natick, Massachusetts. It

maintains regional headquarters in Tokyo, Japan; Paris, France; Singapore and

Buenos Aires, Argentina. As of December 31, 1999, the Company's worldwide

facilities (including administration, research, manufacturing, distribution and

sales and marketing space) totaled approximately 5.1 million square feet, of

which approximately 85% was owned by the Company and the balance was leased. As

of December 31, 1999, the Company's principal technology centers were located in

Massachusetts, Indiana, Minnesota, New Jersey, Florida, California, Washington,

New York and Ireland, and its major distribution centers were located in

Massachusetts, The Netherlands, Japan and Singapore. As of December 31, 1999,

the Company maintained thirteen manufacturing facilities, ten in the United

States and three in Ireland. Many of these manufacturing facilities produce and

manufacture products for more than one of the Company's divisions and include

research facilities. The Company believes that its facilities are adequate to

meet its current needs and continues to assess its plant network strategy.





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ITEM 3.  LEGAL PROCEEDINGS



Note K to the Company's 1999 Consolidated Financial Statements, appearing on

pages 24 through 27 thereto (Exhibit 13.1 filed herewith), is incorporated

herein by reference. The following paragraphs update the disclosure appearing in

Note K.



RECENT PATENT LITIGATION ACTIVITY



On March 24, 2000, the Company (through its subsidiaries) and Medinol Ltd.

(Medinol) filed a cross-border suit against Johnson & Johnson Company, Cordis

Corporation (Cordis) and certain of their foreign subsidiaries in The

Netherlands alleging Cordis' BX Velocity(TM) stent delivery system infringes one

of Medinol's European patents. In this action, the Company and Medinol requested

monetary and injunctive relief covering The Netherlands, Austria, Belgium,

Switzerland, Germany, Denmark, Spain, France, Greece, Ireland, Italy,

Litchtenstein, Luxembourg, Monaco, Portugal and Sweden.



On March 30, 2000, the Company through its subsidiary filed suit for patent

infringement against two subsidiaries of Cordis alleging that Cordis' BX

Velocity stent delivery system infringes a published utility model owned by

Medinol and exclusively licensed to the Company. The complaint was filed in the

District Court of Dusseldorf, Germany seeking monetary and injunctive relief.



On December 29, 1998, the Company and SCIMED filed a cross-border suit against

Advanced Cardiovascular Systems, Inc. (ACS), Guidant Corporation (Guidant) and

various foreign subsidiaries in The Netherlands alleging ACS's MULTILINK(TM), RX

ELIPSE, RX MULTILINK HP(TM) and RX DUET(TM) catheters and stent delivery systems

infringe one of the Company's European patents. In this action, the Company

requested relief covering The Netherlands, the United Kingdom, France, Germany

and Italy. A hearing on the merits was held on November 5, 1999. The court has

delayed its decision pending advice from the Dutch Patent Office.



On August 12, 1998, ACS and an affiliate of ACS filed suit for patent

infringement against the Company and SCIMED alleging that the Company's NIR(R)

stent infringes five patents owned by ACS. The suit was filed in the U.S.

District Court for the Southern District of Indiana seeking injunctive and

monetary relief. The Company and SCIMED have answered, denying the allegations

of the complaint. The trial, which had been set for February 22, 2000, has been

postponed pending the court's consideration of the Company's motion to dismiss.



On December 15, 1998, the Company and SCIMED filed a cross-border suit against

Arterial Vascular Engineering, Inc., now named Medtronic AVE, Inc. (AVE), in The

Netherlands alleging that AVE's AVE GFX(TM), AVE GFX 2(TM), AVE LTX(TM) and USCI

CALYPSO(TM) rapid exchange catheters and stent delivery systems infringe one of

the Company's European patents. In this action, the Company requested relief

covering The Netherlands, the United Kingdom, France, Germany and Italy. A

hearing on the merits was held on October 22, 1999. The court has delayed its

decision pending advice from the Dutch Patent Office.



On March 2, 1999, AVE filed a cross-border suit in The Netherlands against the

Company and various subsidiaries of the Company including SCIMED, alleging that

the Company's MAXXUM(TM), MAXXUM(TM) ENERGY, MAXXUM(TM) 29 MM, NIR(R) Primo(TM),

VIVA!(TM), EXPRESS PLUS and EXPRESS PLUS II balloon dilatation catheters

infringe one of AVE's European patents. In this action, AVE requested

preliminary relief covering The





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Netherlands, Germany, the United Kingdom, France and Spain. The Company has

answered, denying the allegations of the complaint. On February 16, 2000, the

court denied AVE's request for preliminary relief.



On March 10, 1999, the Company through its subsidiary Schneider (Europe) AG

filed suit against AVE alleging that AVE's AVE GFX, AVE GFX2, AVE LTX, CALYPSO

RELY(TM), PRONTO SAMBA(TM) and SAMBA RELY(TM) rapid-exchange catheters and stent

delivery systems infringe one of the Company's German patents. The suit was

filed in the District Court of Dusseldorf, Germany seeking injunctive and

monetary relief. A hearing was held on January 27, 2000 and the Company is

awaiting a decision.



On May 14, 1999, Medtronic, Inc. (Medtronic) filed suit against the Company and

SCIMED alleging that a variety of the Company's NIR(R) stent products infringe a

Medtronic patent. The suit was filed in the U.S. District Court for the District

of Minnesota seeking injunctive and monetary relief. In February, the court

found that the NIR(R) stent products do not infringe Medtronic's patent and the

suit was dismissed. Medtronic has appealed the decision.



On March 28, 2000, the Company, and certain subsidiaries filed suit for patent

infringement against AVE alleging that AVE's S670 rapid exchange coronary

stent system infringes a patent licensed to the Company. The suit was filed in

the U.S. District Court for the Northern District of California seeking monetary

and injunctive relief.



On March 27, 2000, American Medical Systems, Inc. (AMS) filed suit against the

Company alleging that the Company's Precision Tack(TM) and Precision Twist(TM)

urinary incontinence products infringe a patent owned by AMS. The complaint also

alleges misappropriation of trade secrets and breach of contract. The suit was

filed in the U.S. District Court for the District of Minnesota seeking monetary

and injunctive relief. The Company intends to answer, denying the allegations of

the complaint.



The Company is involved in various lawsuits from time to time. In management's

opinion, the Company is not currently involved in any legal proceedings other

than those specifically identified above or in Note K to the Company's 1999

Consolidated Financial Statements which, individually or in the aggregate, could

have a material effect on the financial condition, operations or cash flows of

the Company.



ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS



None.





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DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY



The Directors and executive officers of the Company as of December 31, 1999 were

as follows:



<TABLE>

<CAPTION>



Name                          Age                   Position

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

<S>                            <C>   <C>

John E. Abele                  62    Director, Founder Chairman

Michael Berman                 42    Senior Vice President and Group President--Cardiology

Businesses, and President--SCIMED Life Systems, Inc.

Lawrence C. Best               50    Senior Vice President--Finance & Administration

and Chief Financial Officer

Joseph A. Ciffolillo           61    Director, Private Investor

Joel L. Fleishman              65    Director, President of The Atlantic Philanthropic Service

Company, Inc. and Professor of Law and Public Policy,

Duke University

Ray J. Groves                  64    Director, Chairman of Legg Mason Merchant Banking Inc.

Lawrence L. Horsch             65    Director, Chairman of Eagle Management & Financial Corp.

Paul A. LaViolette             42    Senior Vice President and President, Boston Scientific

International, and Group President

Philip P. Le Goff              49    Senior Vice President and Group President--Vascular and

Nonvascular Businesses

Robert G. MacLean              56    Senior Vice President--Human Resources

N.J. Nicholas, Jr.             60    Director, Private Investor

Pete Nicholas                  58    Director, Founder and Chairman of the Board

John E. Pepper                 61    Director, Chairman of the Executive Committee of the Board of

Directors, The Procter and Gamble Company

Arthur L. Rosenthal            53    Senior Vice President and Chief Development Officer

Warren B. Rudman               69    Director, Former U.S. Senator, Partner, Paul, Weiss, Rifkind,

Wharton & Garrison

Paul W. Sandman                52    Senior Vice President, Secretary and General Counsel

James H. Taylor, Jr.           60    Senior Vice President - Corporate Operations

James R. Tobin                 55    Director, President and Chief Executive Officer

</TABLE>



As of February 2000, Messrs. Berman and Le Goff no longer served as executive

officers of the Company. In March 2000, the Company announced that Paul Donovan

and Dr. Kshitij Mohan would be joining the executive committee of the Company as

Vice President, Corporate Communications and Senior Vice President and Chief

Technology Officer, respectively.







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COMMITTEES OF THE BOARD OF DIRECTORS



The Board of Directors of the Company has standing Audit, Executive Compensation

and Human Resources, and Corporate Governance Committees. Mr. Fleishman, Mr.

Horsch and Mr. Pepper currently serve on the Audit Committee. Mr. Fleishman, Mr.

Groves, Mr. Horsch, and Senator Rudman currently serve on the Executive

Compensation and Human Resources Committee. Mr. Fleishman, Mr. Groves, Mr. Pete

Nicholas, Mr. Pepper and Senator Rudman currently serve on the Corporate

Governance Committee. A description of the committees of the Board of Directors

of the Company is set forth in the Company's definitive Proxy Statement to be

filed with the Commission on or about April 3, 2000 and is incorporated herein

by reference.



BIOGRAPHICAL SUMMARIES



John E. Abele, a co-founder of the Company, has been a Director of the Company

since 1979, Founder Chairman since 1995 and Co-Chairman from 1979 to 1995. Mr.

Abele held the position of Treasurer from 1979 to 1992 and Vice Chairman and

Founder, Office of the Chairman from February 1995 to March 1996. He was

President of Medi-tech, Inc. from 1970 to 1983, and prior to that served in

sales, technical and general management positions for Advanced Instruments, Inc.

Mr. Abele received a B.A. degree from Amherst College.



Michael Berman joined the Company as Vice President of Sales and Marketing of

SCIMED in February 1995, and from May 1997 to February 2000 served as Senior

Vice President and Group President - Cardiology Businesses. Mr. Berman remains a

Senior Vice President of the Company. In June 1995, Mr. Berman became President

of SCIMED and in December 1996, he was elected to the position of Group

President--Cardiology Businesses. Mr. Berman served as SCIMED's Vice President

of Sales and Marketing, from January 1995 to June 1995, Vice President and

Business Manager of New Modalities, from July 1993 to January 1995, and Vice

President of Marketing, from July 1989 to June 1993. Mr. Berman received B.S.

and M.B.A. degrees from Cornell University.



Lawrence C. Best joined the Company in August 1992 as Senior Vice

President--Finance & Administration and Chief Financial Officer. Previously, Mr.

Best had been a partner at Ernst & Young, certified public accountants, since

1981. From 1979 to 1981, Mr. Best served a two year term as a Professional

Accounting Fellow in the Office of Chief Accountant at the Securities and

Exchange Commission in Washington, D.C. Mr. Best received a B.B.A. degree from

Kent State University.



Joseph A. Ciffolillo joined the Company in 1983 as President of Medi-tech, Inc.

During his tenure at the Company, he also served as President of Microvasive,

Inc. and as Executive Vice President and Chief Operating Officer from 1989

until his retirement in 1996. In 1992, Mr. Ciffolillo became a director of the

Company. Previously, Mr. Ciffolillo spent twenty years with Johnson & Johnson

where he held a number of management positions including President, Johnson &

Johnson Orthopedic Company. Mr. Ciffolillo is a member of the Spray Venture

Fund Investment Committee and serves on a number of private company boards as

well. Mr. Ciffolillo also serves as Chairman of the Advisory Board of the

Health Science Technology Division of Harvard University and the Massachusetts

Institute of Technology. Mr. Ciffolillo received his B.A. from Bucknell

University where he also serves as a Member of the Board of Trustees.















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Paul Donovan joined the Company in March 2000 as Vice President, Corporate

Communications. Most recently, Mr. Donovan was the Executive Director of

External Affairs at Georgetown University Medical Center, where he directed

media, government and community relations as well as employee communications

since 1998. From 1997 to 1998, Mr. Donovan was Chief of Staff at the United

States Department of Commerce. From 1993 to 1997, Mr. Donovan served as Chief

of Staff and from 1989 to 1993 as Press Secretary to Senator Edward M. Kennedy.

Mr. Donovan received a B.A. degree from Dartmouth College.



Joel L. Fleishman joined the Company in October 1992 as a Director. Mr.

Fleishman became President of The Atlantic Philanthropic Service Company, Inc.

in September 1993. He is also Professor of Law and Public Policy and has served

in various administrative positions, including First Senior Vice President, at

Duke University, since 1971. Mr. Fleishman is a founding member of the governing

board of the Duke Center for Health Policy Research and Education and was the

founding director of Duke University's Terry Sanford Institute of Public Policy.

He is the director of the Samuel and Ronnie Heyman Center for Ethics, Public

Policy and the Professions. Mr. Fleishman also serves as Vice-Chairman of the

Board of Trustees of the Urban Institute and as a director of Polo Ralph Lauren

Corporation. Mr. Fleishman received A.B., M.A. and J.D. degrees from the

University of North Carolina at Chapel Hill, and an L.L.M. degree from Yale

University.



Ray J. Groves joined the Company as a Director in May 1999. Mr. Groves is

Chairman of Legg Mason Merchant Banking, Inc., a subsidiary of Legg Mason, Inc.

Mr. Groves served as Chairman and Chief Executive Officer of Ernst & Young for

17 years until his retirement in 1994. Mr. Groves currently serves as a member

of the Boards of Directors of Allegheny Technologies Incorporated, American

Water Works Company, Inc., Dominion Resources, Inc., Electronic Data Systems

Corporation, Marsh & McLennan Companies, Inc., and Nabisco Group Holdings, Inc.

Mr. Groves is a managing director, treasurer and secretary of the Metropolitan

Opera Association. He is also Chair of the Board of Directors of The Ohio State

University Foundation and a member of the Dean's Advisory Council of the Fisher

College of Business. Mr. Groves received a B.S. degree from The Ohio State

University.



Lawrence L. Horsch joined the Company as a Director in February 1995.

Previously, he had been Chairman of the Board of SCIMED Life Systems, Inc. from

1977 to 1994, director from 1977 to 1995 and Acting Chief Financial Officer

from 1994 to 1995. Since 1990, Mr. Horsch has served as Chairman of Eagle

Management & Financial Corp. a management consulting firm. He was Chairman and

Chief Executive Officer of Munsingwear, Inc., from 1987 to 1990. Mr. Horsch

received a B.A. degree from the University of St. Thomas and an M.B.A. degree

from Northwestern University.







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Paul A. LaViolette joined the Company in January 1994 as President, Boston

Scientific International, and Vice President--International. In February 1995,

Mr. LaViolette was elected to the position of Senior Vice President and Group

President--Nonvascular Businesses. In October, 1998, Mr. LaViolette was

appointed President, Boston Scientific International, and in February 2000

assumed responsibility for the Company's Scimed (excluding Scimed's coronary

stent business), EPT and Target businesses as Group President. Prior to joining

the Company, he was employed by C.R. Bard, Inc. in various capacities, including

President, U.S.C.I. Division, from July 1993 to November 1993, President,

U.S.C.I. Angioplasty Division, from January 1993 to July 1993, Vice President

and General Manager, U.S.C.I. Angioplasty Division, from August 1991 to January

1993, and Vice President U.S.C.I. Division, from January 1990 to August 1991.

Mr. LaViolette received his B.A. degree from Fairfield University and an M.B.A.

degree from Boston College.



Philip P. Le Goff joined the Company in November 1997 as Senior Vice President

and Group President -- Vascular Businesses. In October, 1998, Dr. LeGoff assumed

the additional responsibilities of Group President - - Nonvascular Businesses.

He served in these capacities through February 2000. Prior to joining the

Company, he was Head of Strategy and External Affairs and Member of the Global

Executive Committee at Novartis Phaarma AG of Basel, Switzerland since 1996.

Between 1981 and 1993, he held various executive management positions at Sanofi

Inc. in Paris, including Director of Research and Development Planning, Director

of Corporate Planning and Chief Executive Officer of the Bio-Industries

Division. In 1994 he became President and Chief Executive Officer of Sanofi,

North America. Before joining Sanofi, Dr. Le Goff held a variety of management

and executive positions with Ciba-Geigy Corporation. Dr. Le Goff received a

Masters Degree in Organic Chemistry and Pharmacy from the University of Rennes;

a Ph.D. in Healthcare Law from the University of Paris; and a Masters Degree in

Business Administration from Stanford University.



Robert G. MacLean joined the Company in April 1996 as Senior Vice

President--Human Resources. Prior to joining the Company, he was Vice

President--Worldwide Human Resources for National Semiconductor Corporation in

Santa Clara, California from October 1992 to March 1996. Mr. MacLean has held

various human resources management positions in the U.S. and Europe during his

career. Prior to his business endeavors, he was Economics Professor at the

University of the Pacific. Mr. MacLean received his B.A. and M.A. degrees and

completed his doctoral studies in economics from Stanford University.



Dr. Kshitij Mohan will join the Company in April 2000 as Senior Vice President

and Chief Technology Officer. He will assume responsibility for the Company's

worldwide research and development, regulatory and clinical organizations. Dr.

Mohan served most recently as Corporate Vice President, Research and Technical

Services at Baxter International, Inc., where he had held a variety of positions

since 1988. From 1983 to 1988, Dr. Mohan served in various senior positions in

the United States Food and Drug Administration. Prior to that, Dr. Mohan served

in the White House Office of Management and Budget from 1979 to 1983. Dr. Mohan

currently serves on the Boards of Directors of the Health Industry

Manufacturer's Association and KeraVision, Inc., the





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Advisory Board of Bourne's College of Engineering at the University of

California, and the Editorial Advisory Board for the Medical Device and

Diagnostic Industry magazine. Dr. Mohan holds a Ph.D. in Physics from Georgetown

University.



N.J. Nicholas, Jr. joined the Company as a Director in October 1994. Mr.

Nicholas served as President of Time, Inc. from September 1986 to May 1990 and

Co-Chief Executive Officer of Time Warner, Inc. from May 1990 until February

1992. N.J. Nicholas, Jr. is a director of Xerox Corporation, DB Capital Partners

and Priceline.com. and also serves on the board of several privately-owned media

companies. Mr. Nicholas received an A.B. degree from Princeton University and an

M.B.A. degree from Harvard Business School. He is also the brother of Pete

Nicholas, Chairman of the Board of the Company.



Pete Nicholas, a co-founder of the Company, has been the Chairman of the Board

of the Company since 1995. He has been a Director since 1979 and served as the

Chief Executive Officer from 1979 to March 1999 and Co-Chairman of the Board

from 1979 to 1995. Prior to joining the Company, he was corporate director of

marketing and general manager of the Medical Products Division at Millipore

Corporation, a medical device company, and served in various sales, marketing

and general management positions at Eli Lilly and Company. He is currently a

member of the Executive Committee and Board of Trustees of Duke University, the

American Academy of Achievement and the National Academy of Arts and Sciences,

and in the past has served on several for profit and not-for-profit boards.

After college, Mr. Nicholas served as an officer in the U.S. Navy, resigning

his commission as lieutenant in 1968. Mr. Nicholas received a B.A. degree from

Duke University, and an M.B.A. degree from The Wharton School of the University

of Pennsylvania. He is also the brother of N.J. Nicholas, Jr., a Director of

the Company.



John E. Pepper joined the Company as a Director in October 1999. Mr. Pepper is

Chairman of the Executive Committee of the Board of Directors of Procter &

Gamble where he had been Chief Executive Officer and Chairman of the Board from

1995 to 1999, President from 1986 to 1995, director since 1984 and served in

various positions since 1963. Mr. Pepper is a member of the Board of Directors

of Xerox Corporation and Motorola Inc. Mr. Pepper is a Fellow of The Yale

Corporation, an Adjunct Professor at Yale University and a Trustee of the Christ

Church Endowment Fund. He serves on the boards of Partnership for a Drug Free

America, the National Campaign to Prevent Teen Pregnancy, and the National

Advisory Board of the National Underground Railroad Freedom Center. Mr. Pepper

graduated from Yale University in 1960 and holds honorary doctorate degrees from

Xavier University, Mount St. Joseph College and St. Petersburg University

(Russia).



Dr. Arthur L. Rosenthal joined the Company in January 1994 as Senior Vice

President and Chief Development Officer and became Chief Scientific Officer in

February 2000. Prior to joining the Company, he was Vice President--Research &

Development at Johnson & Johnson Medical, Inc., from April 1990 to January 1994.

Between 1973 and 1990, Dr. Rosenthal held several executive technical management

positions at Pfizer, Inc., 3M and C.R. Bard, Inc., primarily in the fields of

device clinical research and biomedical engineering. Dr. Rosenthal received his

B.A. in bacteriology from the University of Connecticut, and his Ph.D. in

biochemistry from the University of Massachusetts.





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Senator Warren B. Rudman joined the Company as a Director in October 1999.

Senator Rudman became a partner in the international law firm Paul, Weiss,

Rifkind, Wharton, and Garrison in 1992 after serving two terms as a U.S. Senator

from New Hampshire from 1980 to 1992. Senator Rudman serves as Chairman of the

President's Foreign Intelligence Advisory Board and serves on the Boards of

Trustees of Valley Forge Military Academy, the Brookings Institution, and the

Council on Foreign Relations. He is also the founding co-chairman of the Concord

Coalition. Senator Rudman received a B.S. from Syracuse University and a LL.B.

from Boston College Law School and served in the U.S. Army during the Korean

War.



Paul W. Sandman joined the Company in May 1993 as Senior Vice President,

Secretary and General Counsel. From March 1992 through April 1993, he was Senior

Vice President, General Counsel and Secretary of Wang Laboratories, Inc., where

he was responsible for legal affairs. From 1984 to 1992, Mr. Sandman was Vice

President and Corporate Counsel of Wang Laboratories, Inc., where he was

responsible for corporate and international legal affairs. Mr. Sandman received

his A.B. from Boston College, and his J.D. from Harvard Law School.



James H. Taylor, Jr. joined the Company in August 1999 as Senior Vice President

of Corporate Operations. Mr. Taylor most recently served as Vice President of

Global Technology at Nestle Clinical Nutrition from 1995 to 1997. Prior to

joining Nestle, he completed a thirty-year career at Baxter International, where

he held a broad range of positions in operations management, including from 1992

to 1995, the position of Corporate Vice President of Manufacturing Operations

and Strategy. Mr. Taylor received his B.A. degree from the University of North

Carolina.



James R. Tobin joined the Company on March 17, 1999 as Director, President and

Chief Executive Officer. Prior to joining the Company, Mr. Tobin served as

President and Chief Executive Officer of Biogen, Inc. from 1997 to 1998 and

Chief Operating Officer of Biogen from 1994 to 1997. From 1972 to 1994, Mr.

Tobin served in a variety of executive positions with Baxter International,

including President and Chief Operating Officer from 1992 to 1994. Previously,

he served at Baxter as Managing Director in Japan, Managing Director in Spain,

President of Baxter's I.V. Systems Group and Executive Vice President. Mr. Tobin

currently serves on the Boards of Directors of Beth Israel Deaconess Medical

Center, the Carl J. Shapiro Institute for Education and Research, Creative

Biomolecules, Inc., CV Therapeutics, Inc., PathoGenesis Corporation, and PE

Corporation (formerly Perkin-Elmer Corp.). Mr. Tobin holds an A.B. from Harvard

College and an M.B.A. from Harvard Business School. Mr. Tobin also served as a

lieutenant in the U.S. Navy from 1968 to 1972.





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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 1999 Consolidated

Financial Statements (Exhibit 13.1 filed herewith) is incorporated herein by

reference.



The closing price of the Company's Common Stock on March 17, 2000 was $23.00.



ITEM 6.   SELECTED FINANCIAL DATA



The information set forth under the caption "Five-Year Selected Financial Data"

included in the Company's 1999 Consolidated  Financial Statements (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 1999 Consolidated Financial Statements (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 1999 Consolidated

Financial Statements (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 1999 Consolidated Financial Statements (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 1999 Consolidated Financial Statements

(Exhibit 13.1 filed herewith) are incorporated herein by reference.



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

FINANCIAL DISCLOSURE



None.





25

26





PART III



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



ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY



The required information concerning directors and executive officers set forth

in the Company's definitive Proxy Statement to be filed with the Commission on

or about April 3, 2000 is incorporated herein by reference. See also "Directors

and Executive Officers of the Company" following Item 4 herein.



ITEM 11.  EXECUTIVE COMPENSATION



The required information concerning executive compensation set forth in the

Company's definitive Proxy Statement to be filed with the Commission on or about

April 3, 2000 is incorporated herein by reference.



ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT



The required statements concerning security ownership of certain beneficial

owners and management set forth in the Company's definitive Proxy Statement to

be filed with the Commission on or about April 3, 2000 are incorporated herein

by reference.



ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS



The required statements concerning certain relationships and related

transactions set forth in the Company's definitive Proxy Statement to be filed

with the Commission on or about April 3, 2000 are incorporated herein by

reference.







26

27





PART IV



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



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 (Exhibit 3.3,

Annual Report on Form 10-K for the year ended December 31,

1998, File No. 1-11083).



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).





27

28



Exhibit

No.                                 Title

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



10.3     Boston Scientific Corporation 1995 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).



10.4     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    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).



10.11    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).



10.12    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).







28

29





Exhibit

No.                             Title

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



10.13    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).



10.14    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).



10.15    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).



10.16    Second Amendment to BSC 401(k) Plan (Exhibit 10.1, Quarterly Report on

Form 10-Q for the quarter ended March 31, 1999, File No. 1-11083).



10.17    Third Amendment to BSC 401(k) Plan (Exhibit 10.1, Quarterly Report on

Form 10-Q for the quarter ended September 30, 1999, 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    Boston Scientific Corporation 2000 Long Term Incentive Plan



10.21    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, Current Report on Form 8-K dated September 25,

1998, File No. 1-11083).



10.22    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 (Exhibit 10.21, Annual

Report on Form 10-K for the year ended December 31, 1998, File No.

1-11083).



10.23    Form of Amended and Restated Credit Agreement dated August 19, 1999

among BSC, the Several Lenders and the Chase Manhattan Bank (Exhibit

10.2, Quarterly Report on Form 10-Q for the quarter ended September

30, 1999).



10.24    Form of Indemnification Agreement between the Company and certain

Directors and Officers (Exhibit 10.16, Registration No. 33-46980).



10.25    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).



10.26    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).







29

30





Exhibit

No.                             Title

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



10.27    Letter Agreement dated March 17, 1999, between the Company and James

R. Tobin (Exhibit 10.34, Annual Report on Form 10-K for the year ended

December 31, 1998, File No. 1-11083).



10.28    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).



10.29    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).



*10.30    Letter Agreement dated as of February 18, 2000 between the Company and

Dr. Kshitij Mohan.



*10.31    Agreement and General Release of All Claims between the Company and

Philippe P. LeGoff dated as of February 28, 2000.



*10.32    Consulting Agreement between the Company and Philippe P. LeGoff dated

as of February 28, 2000.



11.      Statement regarding computation of per share earnings (included in

Note J to the Company's 1999 Consolidated Financial Statements for

the year ended December 31, 1999, filed as Exhibit 13.1 hereto).



*12.1     Statement regarding computation of ratios of earnings to fixed

charges.



*13.1     The Company's 1999 Consolidated Financial Statements for the year

ended December 31, 1999.



13.2     Report of Independent Auditors, Ernst & Young LLP (included in the

Company's 1999 Consolidated Financial Statements for the year ended

December 31, 1999, filed as Exhibit 13.1 hereto).



*21.      List of the Company's subsidiaries as of March 9, 2000. 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, 1999.



(b)  Reports on Form 8-K.

None.







30

31





SIGNATURE



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

Act of 1934, the Company has duly caused this report to be signed on its behalf

by the undersigned, thereunto duly authorized.





Dated: March 30, 2000



BOSTON SCIENTIFIC CORPORATION



By: /s/ LAWRENCE C. BEST

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

Lawrence C. Best

Chief Financial Officer



Pursuant to the requirements of the Securities Exchange Act of 1934, this report

has been signed below by the following persons on behalf of the Company and in

the capacities and on the dates indicated.





Dated: March 30, 2000               /s/ JOHN E. ABELE

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

John E. Abele

Director, Founder





Dated: March 30, 2000               /s/ LAWRENCE C. BEST

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

Lawrence C. Best

Senior Vice President--Finance and

Administration and Chief Financial Officer

(Principal Financial and Accounting Officer)



Dated: March 30, 2000               /s/ JOSEPH A. CIFFOLILLO

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

Joseph A. Ciffolillo

Director



Dated: March 30, 2000               /s/ JOEL L. FLEISHMAN

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

Joel L. Fleishman

Director







31

32





Dated March 30, 2000                /s/ RAY J. GROVES

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

Ray J. Groves

Director



Dated: March 30, 2000               /s/ LAWRENCE L. HORSCH

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

Lawrence L. Horsch

Director



Dated: March 30, 2000               /s/ N.J. NICHOLAS, JR.

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

N.J. Nicholas, Jr.

Director



Dated: March 30, 2000               /s/ PETER M. NICHOLAS

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

Peter M. Nicholas

Director, Founder, Chairman of the Board



Dated March 30, 2000                /s/ JOHN E. PEPPER

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

John E. Pepper

Director



Dated March 30, 2000                /s/ WARREN B. RUDMAN

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

Warren B. Rudman

Director





Dated: March 30, 2000               /s/ JAMES R. TOBIN

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

James R. Tobin

Director, President and

Chief Executive Officer

(Principal Executive Officer)







32

33





FINANCIAL STATEMENT SCHEDULE



The following additional consolidated financial statement schedule should be

considered in conjunction with the Company's 1999 Consolidated Financial

Statements (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.









33

34

SCHEDULE II





VALUATION AND QUALIFYING ACCOUNTS



<TABLE>

<CAPTION>

ADDITIONS

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



BALANCE AT    CHARGED TO    CHARGED TO                BALANCE AT

BEGINNING     COSTS AND       OTHER                     END OF

OF PERIOD     EXPENSES       ACCOUNTS    DEDUCTIONS     PERIOD

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

(In millions)

<S>                                                <C>           <C>          <C>          <C>           <C>

DESCRIPTION



YEAR ENDED DECEMBER 31, 1999

Reserves and allowances deducted from

asset accounts:

Allowances for uncollectible

amounts and sales returns and

allowances...............................      $49           11           13 (1)       10 (2)        $63



YEAR ENDED DECEMBER 31, 1998

Reserves and allowances deducted from

asset accounts:

Allowances for uncollectible

amounts and sales returns and

allowances...............................      $30           15           16 (1)       12 (2)        $49



YEAR ENDED DECEMBER 31, 1997

Reserves and allowances deducted from

asset accounts:

Allowances for uncollectible

amounts and sales returns and

allowances...............................      $15           11            7 (1)        3 (2)        $30

</TABLE>





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



(2)  Uncollectible accounts written off.

35



Exhibit No.                       Title

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



*10.20   Boston Scientific Corporation 2000 Long Term Incentive Plan



*10.30   Letter Agreement dated as of February 18, 2000 between the Company and

Dr. Kshitij Mohan.



*10.31   Agreement and General Release of All Claims between the Company and

Philippe P. LeGoff dated as of February 28, 2000.



*10.32   Consulting Agreement between the Company and Philippe P. LeGoff dated

as of February 28, 2000.



*12.1    Statement regarding computation of ratios of earnings to fixed

charges.



*13.1    The Company's 1999 Annual Report to Shareholders for the year ended

December 31, 1999.



*21.     List of the Company's subsidiaries as of March 9, 2000. 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, 1999.