EXHIBIT 3.4

                            CERTIFICATE OF AMENDMENT
                                     OF THE
                  SECOND RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                          BOSTON SCIENTIFIC CORPORATION

         BOSTON SCIENTIFIC CORPORATION, a corporation organized and existing
under and by virtue of the General Corporation Law of the State of Delaware (the
"Company"), DOES HEREBY CERTIFY:

         1.       That the first sentence of Article FOURTH of the Second
Restated Certificate of Incorporation of the Company is hereby amended in its
entirety to read as follows:

         "FOURTH. The total number of shares of all classes of stock which the
Corporation shall have authority to issue is 1,250,000,000, of which (a)
1,200,000,000 shall be Common Stock, $.01 par value, the holders of which shall
have one vote for each share so held; and (b) 50,000,000 shares shall be
Preferred Stock, $.01 par value."

         2.       That the aforesaid amendment was duly adopted in accordance
with the applicable provisions of Section 242 of the General Corporation Law of
the State of Delaware.

         IN WITNESS THEREOF, Boston Scientific Corporation has caused this
Certificate to be signed by Paul W. Sandman, its Senior Vice President,
Secretary and General Counsel this 6th day of October, 2003.

                                BOSTON SCIENTIFIC CORPORATION

                                By /s/ Paul W. Sandman
                                   ------------------------------------
                                   Paul W. Sandman
                                   Senior Vice President, Secretary and
                                   General Counsel