EXHIBIT 10.46
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                                                                As Amended 10/96

               GUIDANT CORPORATION 1994 STOCK PLAN

     The Guidant Corporation 1994 Stock Plan ("1994 Plan")
authorizes the Compensation Committee ("Committee") of the Board
of Directors of Guidant Corporation to provide employees and
consultants of Guidant Corporation and its subsidiaries with
certain rights to acquire shares of Guidant Corporation common
stock ("Guidant Stock").  The Company believes that this
incentive program will benefit the Company's shareholders by
allowing the Company to attract, motivate, and retain employees
and consultants and by causing employees and consultants, through
stock-based incentives, to contribute materially to the growth
and success of the Company.  For purposes of the 1994 Plan, the
term "Company" shall mean Guidant Corporation and its
subsidiaries, unless the context requires otherwise.

1.   Administration.

     The 1994 Plan shall be administered and interpreted by the
Committee consisting of not less than three persons appointed by
the Board of Directors of the Company from among its members.  A
person may serve on the Committee only if he or she (i) is a
nonemployee director as defined in Rule 16b-3(b)(3) under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"),
and (ii) satisfies the requirements of an "outside director" for
purposes of Section 162(m) of the Internal Revenue Code of 1986,
as amended (the "Code").  The Committee shall determine the fair
market value of Guidant Stock for purposes of the 1994 Plan.  The
Committee may, subject to the provisions of the 1994 Plan, from
time to time establish such rules and regulations as it deems
appropriate for the proper administration of the Plan.  The
Committee's decisions shall be final, conclusive, and binding
with respect to the interpretation and administration of the 1994
Plan and any Grant made under it.  Except to the extent expressly
prohibited by the 1994 Plan or applicable law, the Committee may
delegate to one or more of its members, or to one or more agents,
such responsibility or duties as it deems desirable.

2.   Grants.

     Incentives under the 1994 Plan shall consist of incentive
stock options, nonqualified stock options, performance awards,
and restricted stock grants (collectively, "Grants").  All Grants
shall be subject to the terms and conditions set out herein and
to such other terms and conditions which are not inconsistent
with the 1994 Plan as the Committee deems appropriate.  The
Committee shall approve the form and provisions of each Grant.
Grants under a particular section of the 1994 Plan need not be
uniform and Grants under two or more sections may be combined in
one instrument.

3.   Eligibility for Grants.

     Grants may be made to any employee (including any officer)
or consultant of the Company ("Eligible Person").  The Committee
shall select the persons to receive Grants ("Grantees") from
among the Eligible Persons and determine the number of shares
subject to any particular Grant.


4.   Shares Available for Grant.

     (a) Shares Subject to Issuance or Transfer.  Subject to
adjustment as provided in Section 4(b), the aggregate number of
shares of Guidant Stock that may be issued or transferred under
the 1994 Plan is 7,000,000.  The shares may be authorized but
unissued shares or treasury shares.  The number of shares
available for Grants at any given time shall be 7,000,000,
reduced by the aggregate of all shares previously issued or
transferred and of shares which may become subject to issuance or
transfer under then-outstanding Grants.  Payment in cash in lieu
of shares shall be deemed to be an issuance of the shares for
purposes of determining the number of shares available for Grants
under the 1994 Plan as a whole or to any individual Grantee.

     (b)  Adjustment Provisions.  If any subdivision or
combination of shares of Guidant Stock or any stock dividend,
reorganization, recapitalization, or consolidation or merger with
Guidant Corporation as the surviving corporation occurs, or if
additional shares or new or different shares or other securities
of the Company or any other issuer are distributed with respect
to the shares of Guidant Stock through a spin-off, exchange
offer, or other extraordinary distribution, the Committee shall
make such adjustments as it determines appropriate in the number
of shares of Guidant Stock that may be issued or transferred in
the future under Sections 4(a) and 5(f).  The Committee shall
also adjust as it determines appropriate the number of shares and
Option Price in outstanding Grants made before the event.

5.   Stock Options.

     The Committee may grant options qualifying as incentive
stock options under the Code ("Incentive Stock Options"), and
nonqualified options (collectively, "Stock Options").  The
following provisions are applicable to Stock Options:

     (a)  Option Price.  The Committee shall determine the price
at which Guidant Stock may be purchased by the Grantee under a
Stock Option ("Option Price") which, except in the case of
substitute grants as described in Section 10(b), shall be not
less than the fair market value of Guidant Stock on the date the
Stock Option is granted (the "Grant Date").  In the Committee's
discretion, the Grant Date of a Stock Option may be established
as the date on which Committee action approving the Stock Option
is taken or any later date specified by the Committee.

     (b)  Option Exercise Period.  The Committee shall determine
the option exercise period of each Stock Option.  The period
shall not exceed ten years from the Grant Date.

     (c)  Exercise of Option.  A Grantee may exercise a Stock
Option by delivering a notice of exercise to the Company or its
representative as designated by the Committee, either with or
without accompanying payment of the Option Price.  The notice of
exercise, once delivered, shall be irrevocable.

     (d)  Satisfaction of Option Price.  The Grantee shall pay or
cause to be paid the Option Price in cash, or with the
Committee's permission, by delivering shares of Guidant Stock
already owned by the Grantee and having a fair market value on
the date of exercise equal to the Option Price, or a combination
of cash and shares. In addition, the Committee may permit the
exercise of an option by delivery of written notice, subject to
the Company's receipt of a third-party payment in full in cash
for the Option Price prior to the issuance of shares of Guidant
Stock, in the manner and subject to the procedures as may be
established by the Committee.  Unless the Committee establishes a
shorter period which is set forth in the Stock Option, the
Grantee shall pay the Option Price not later than 30 days after
the date of a statement from the Company following exercise
setting forth the Option Price, fair market value of Guidant
Stock on the exercise date, the number of shares of Guidant Stock
that may be delivered in payment of the Option Price, and the
amount of withholding tax due, if any.  If the Grantee fails to
pay the Option Price within the specified period, the Committee
shall have the right to take whatever action it deems
appropriate, including voiding the option exercise.  The Company
shall not issue or transfer shares of Guidant Stock upon exercise
of a Stock Option until the Option Price and any required
withholding tax are fully paid.

     (e)  Share Withholding.  With respect to any nonqualified
option, the Committee may, in its discretion and subject to such
rules as the Committee may adopt, permit or require the Grantee
to satisfy, in whole or in part, any withholding tax obligation
which may arise in connection with the exercise of the
nonqualified option by having the Company withhold shares of
Guidant Stock having a fair market value equal to the amount of
the withholding tax.

     (f)  Limits on Individual Grants.  No individual Grantee may
be granted Stock Options under the 1994 Plan for more than
700,000 shares of Guidant Stock during any three consecutive
calendar years.

     (g)  Limits on Incentive Stock Options.  The aggregate fair
market value of the stock covered by Incentive Stock Options
granted under the 1994 Plan or any other stock option plan of the
Company or any subsidiary or parent of the Company that become
exercisable for the first time by any employee in any calendar
year shall not exceed $100,000.  The aggregate fair market value
will be determined at the Grant Date.  An Incentive Stock Option
shall not be granted to any Eligible Person who, on the Grant
Date, owns stock possessing more than 10% of the total combined
voting power of all classes of stock of the Company or any
subsidiary or parent of the Company.

6.   Performance Awards.

     The Committee may grant Performance Awards which shall be
denominated at the time of grant either in shares of Guidant
Stock ("Stock Performance Awards") or in dollar amounts ("Dollar
Performance Awards").  Payment under a Stock Performance Award or
a Dollar Performance Award shall be made, at the discretion of
the Committee, in shares of Guidant Stock ("Performance Shares"),
or in cash or in any combination thereof, if the financial
performance of the Company or any subsidiary, division, or other
unit of the Company ("Business Unit") selected by the Committee
for the Award Period (as defined below).  The following
provisions are applicable to Performance Awards:


     (a)  Award Period.  The Committee shall determine and
include in the Grant the period of time (which shall be four or
more consecutive fiscal quarters) for which a Performance Award
is made ("Award Period").  Grants of Performance Awards need not
be uniform with respect to the length of the Award Period.  Award
Periods for different Grants may overlap.  A Performance Award
may not be granted for a given Award Period after one half (1/2)
or more of such period has elapsed.

     (b)  Performance Goals and Payment.  Before a Grant is made,
the Committee shall establish objectives ("Performance Goals")
that must be met by the Business Unit during the Award Period as
a condition to payment being made under the Performance Award.
The Performance Goals, which must be set out in the Grant, may
include earnings per share, return on assets, return on
shareholders' equity, divisional income, net income, or any other
financial measurement established by the Committee.  The
Committee shall also set forth in the Grant the number of
Performance Shares or the amount of payment to be made under a
Performance Award if the Performance Goals are met or exceeded,
including the fixing of a maximum payment.

     (c)  Computation of Payment.  After an Award Period, the
financial performance of the Business Unit during the period
shall be measured against the Performance Goals.  If the
Performance Goals are not met, no payment shall be made under a
Performance Award.  If the Performance Goals are met or exceeded,
the Committee shall determine the number of Performance Shares or
the amount of payment to be made under a Performance Award in
accordance with the grant for each Grantee.  The Committee, in
its sole discretion, may elect to pay part or all of the
Performance Award in cash in lieu of issuing or transferring
Performance Shares.  The cash payment shall be based on the fair
market value of Guidant Stock on the date of payment.  The
Company shall promptly notify each Grantee of the number of
Performance Shares and the amount of cash, if any, he or she is
to receive.

     (d)  Revisions for Significant Events.  At any time before
payment is made, the Committee may revise the Performance Goals
and the computation of payment if unforeseen events occur during
an Award Period which have a substantial effect on the
Performance Goals and which in the sole discretion of the
Committee make the application of the Performance Goals unfair
unless a revision is made.

     (e)  Requirement of Employment.  To be entitled to receive
payment under a Performance Award, a Grantee who is an employee
of the Company must remain in the employment of the Company to
the end of the Award Period, except that the Committee may
provide for partial or complete exceptions to this requirement as
it deems equitable in its sole discretion.

7.   Restricted Stock Grants.

     The Committee may issue or transfer shares of Guidant Stock
to a Grantee under a Restricted Stock Grant.  Upon the issuance
or transfer, the Grantee shall be entitled to vote the shares and
to receive any dividends paid.  The following provisions are
applicable to Restricted Stock Grants:

     (a)  Requirement of Employment.  If the employment of a
Grantee who is an employee of the Company terminates during the
period designated in the Grant as the "Restriction Period," the
Restricted Stock Grant terminates and the shares of Guidant Stock
must be returned immediately to the Company.  However, the
Committee may provide for partial or complete exceptions to this
requirement as it deems equitable.

     (b)  Restrictions on Transfer and Legend on Stock
Certificate.  During the Restriction Period, a Grantee may not
sell, assign, transfer, pledge, or otherwise dispose of the
shares of Guidant Stock except to a Successor Grantee under
Section 10(a).  Each certificate for shares issued or transferred
under a Restricted Stock Grant shall contain a restricted legend
or be held in escrow by the Company until the expiration of the
Restriction Period.

     (c)  Lapse of Restrictions.  All restrictions imposed under
the Restricted Stock Grant shall lapse (i) upon the expiration of
the Restriction Period if all conditions, including those stated
in Sections 7(a) and (b) have been met or (ii) as provided under
Section 9(a)(ii).  The Grantee shall then be entitled to delivery
of the certificate.

8.   Amendment and Termination of the 1994 Plan.

     (a)  Amendment.  The Company's Board of Directors may amend
or terminate the 1994 Plan, subject to shareholder approval to
the extent necessary for the continued applicability of Rule 16b-
3 under the Exchange Act, but no amendment shall withdraw from
the Committee the right to select Grantees under Section 3.

     (b)  Termination of 1994 Plan.  The 1994 Plan shall
terminate on May 31, 2000, unless terminated earlier by the Board
or unless extended by the Board.

     (c)  Termination and Amendment of Outstanding Grants.  A
termination or amendment of the 1994 Plan that occurs after a
Grant is made shall not result in the termination or amendment of
the Grant unless the Grantee consents or unless the Committee
acts under Section 11(e).  The termination of the 1994 Plan shall
not impair the power and authority of the Committee with respect
to outstanding Grants. Whether or not the 1994 Plan has
terminated, an outstanding Grant may be terminated or amended
under Section 11(e) or may be amended (i) by agreement of the
Company and the Grantee consistent with the 1994 Plan or (ii) by
action of the Committee provided that the amendment is consistent
with the 1994 Plan and is found by the Committee not to
materially impair the rights of the Grantee under the Grant.

9.   Change of Control.

     (a)  Effect on Grants.  Unless the Committee shall otherwise
expressly provide in the agreement relating to a Grant, upon the
occurrence  of a Change of Control (as defined below):

     (i) In the case of Stock Options, (A) each outstanding Stock
Option that is not then fully exercisable shall automatically
become fully exercisable until the termination of the option
exercise period of the Stock Option (as modified by subsection
(i)(B) that follows, and (B) in the event the Grantee's
employment is terminated within two years after a Change of
Control, his or her outstanding Stock Options at that date of
termination shall be immediately exercisable for a period of
three months following such termination, provided, however, that,
to the extent the Stock Option by its terms otherwise permits a
longer option exercise period after such termination, such longer
period shall govern, and provided further that in no event shall
a Stock Option be exercisable more than 10 years after the Grant
Date;

     (ii) The Restriction Period on all outstanding Restricted
Stock Grants shall automatically expire and all restrictions
imposed under such Restricted Stock Grants shall immediately
lapse; and

     (iii) Each Grantee of a Performance Award for an Award
Period that has not been completed at the time of the Change of
Control shall be deemed to have earned a minimum Performance
Award equal to the product of (A) such Grantee's maximum award
opportunity for such Performance Award and (B) a fraction, the
numerator of which is the number of full and partial months that
have elapsed since the beginning of such Award Period to the date
on which the Change of Control occurs, and the denominator of
which is the total number of months in such Award Period.

     (b)  Change of Control.  For purposes of the 1994 Plan, a
Change of Control shall mean the happening of any of the
following events:

     (i) The acquisition by any "person," as that term is used in
Sections 13(d) and 14(d) of the Exchange Act (other than (A) the
Company, (B) any subsidiary of the Company, (C) any employee or
directors' benefit plan or stock plan of the Company or a
subsidiary of the Company, or any trustee or fiduciary with
respect to any such plan when acting in that capacity, or (D) any
person who acquires such shares pursuant to a transaction or
series of transactions approved prior to such transaction(s) by
the Board of Directors of the Company) of "beneficial ownership"
as defined in Rule 13d-3 under the Exchange Act, directly or
indirectly, of 20% or more of the shares of the Company's capital
stock the holders of which have general voting power under
ordinary circumstances to elect at least a majority of the Board
of Directors of the Company (or which would have such voting
power but for the application of the Indiana Control Share
Statute) ("Voting Stock");

     (ii) the first day on which less than two-thirds of the
total membership of the Board of Directors of the Company shall
be Continuing Directors (as that term is defined in Article 6(f)
of the Company's Articles of Incorporation;

     (iii) approval by the shareholders of the Company of a
merger, share exchange, or consolidation of the Company (a
"Transaction"), other than a Transaction which would result in
the Voting Stock of the Company outstanding immediately prior
thereto continuing to represent (either by remaining outstanding
or by being converted into voting securities of the surviving
entity) more than 50% of the Voting Stock of the Company or such
surviving entity immediately after such Transaction; or

     (iv) approval by the shareholders of the Company of a
complete liquidation of the Company or a sale or disposition of
all or substantially all the assets of the Company.

10.  Eligible Persons Resident Outside the United States.

     The following provisions shall apply to each Eligible Person
who is resident outside the United States:

     (a)  Determination of Eligible Locations.  The Committee
shall determine whether it is feasible or desirable under local
law, custom and practice to make Grants at each location outside
the United States.  In making this determination as of any Grant
Date, the Committee may differentiate among classes of
individuals (including expatriates, third country nationals or
international assignees) and locations within a particular
country.

     (b)  Special Terms Applicable to Grants.  In order to
facilitate the making of Grants under this Section 10, the
Committee may provide for such special terms for Grants to
Grantees who are foreign nationals or who are employed outside
the United States as the Committee may consider necessary or
desirable to accommodate differences in local law, policy or
custom, or to take advantage of special tax or social insurance
regimes applicable in a particular jurisdiction.  The Committee
may approve such supplements, restatements or alternate versions
of the Plan as it may consider necessary or desirable for such
purposes, without thereby affecting the terms of the Plan as in
effect for any other purpose.  Without limiting the generality of
the foregoing, the Committee may adopt special sub-plans
applicable to individuals in particular jurisdictions (e.g.,
French or U.K. qualified plans), may provide for accelerated
vesting with restrictions on the shares received under a Grant,
and may condition Grants on acknowledgments or agreements by
Grantees tailored to local law.

     (c)  No Acquired Rights.  Nothing in the 1994 Plan or in
this Section 10 shall confer upon any individual in any country
the right to receive (or to continue to receive) any Grant, any
form of Grant or to receive any benefit in lieu of a Grant
hereunder, nor to have any special tax treatment apply to any
Grant.

11.  General Provisions.

     (a)  Transfer of Grants.  Only a Grantee or his or her
authorized legal representative or valid transferee may exercise
rights under a Grant.  Such persons may not transfer those
rights.  Except as set forth below, the rights under a Grant may
not be disposed of by transfer, alienation, pledge, encumbrance,
assignment, or any other means, whether voluntary, involuntary,
or by operation of law, and any such attempted disposition shall
be void.  Notwithstanding the foregoing and solely to the extent
permitted by the Committee in an agreement relating to a Grant,
rights under a Grant (other than pursuant to an Incentive Stock
Option) may be transferred to members of a Grantee's immediate
family, charitable institutions, or trusts or partnerships whose
beneficiaries are any of the foregoing, or to such other persons
or entities as may be approved by the Committee, in each case
subject to the condition that the Committee be satisfied that
such transfer is being made for estate or tax planning purposes
or for donative purposes without consideration being received
therefor.  In addition, when a Grantee dies, the personal
representative or other person entitled to succeed to the rights
of the Grantee may exercise the rights.  A successor to the
rights under a Grant pursuant to the foregoing ("Successor
Grantee") must furnish proof satisfactory to the Company of his
or her right to receive the Grant, whether as a result of a
transfer from the Grantee, under the Grantee's will or under the
applicable laws of descent and distribution.

     (b)  Substitute Grants.  The Committee may make a Grant to
an employee of another corporation who becomes an Eligible Person
by reason of a corporate merger, consolidation, acquisition of
stock or property, reorganization or liquidation involving the
Company in substitution for a stock option, performance award, or
restricted stock grant granted by such other corporation
("Substituted Stock Incentive").  The terms and conditions of the
substitute Grant may vary from the terms and conditions required
by the 1994 Plan and from those of the Substituted Stock
Incentives.  The Committee shall prescribe the exact provisions
of the substitute Grants, preserving to the extent the Committee
deems practical the provisions of the Substituted Stock
Incentives.  The Committee shall also determine the number of
shares of Guidant Stock to be taken into account under Section 4.

     (c)  Subsidiaries.  The term "subsidiary" means a
corporation of which Guidant owns directly or indirectly 50% or
more of the voting power.

     (d)  Fractional Shares.  Fractional shares shall not be
issued or transferred under a Grant, but the Committee may pay
cash in lieu of a fraction or round the fraction.

     (e)  Compliance with Law.     The 1994 Plan, the exercise of
Grants, and the obligations of the Company to issue or transfer
shares of Guidant Stock under Grants shall be subject to all
applicable laws and regulations and to approvals by any
governmental or regulatory agency as may be required.  The
Committee may revoke any Grant if it is contrary to law or modify
a Grant to bring it into compliance with any valid and mandatory
law or governmental regulation.  The Committee may also adopt
rules regarding the withholding of taxes on payment to Grantees.

     (f)  Ownership of Stock.  A Grantee or Successor Grantee
shall have no rights as a stockholder of the Company with respect
to any shares of Guidant Stock covered by a Grant until the
shares are issued or transferred to the Grantee or Successor
Grantee on the Company's books.

     (g)  No Right to Employment.  The 1994 Plan and the Grants
under it shall not confer upon any Grantee the right to continue
in the employment of the Company or affect in any way the right
of the Company to terminate the employment of a Grantee at any
time, with or without notice or cause.

     (h)  Foreign Jurisdictions.  The Committee may adopt, amend,
and terminate such arrangements, not inconsistent with the intent
of the 1994 Plan, as it may deem necessary or desirable to make
available tax or other benefits of the laws of foreign
jurisdictions to Grantees who are subject to such laws.

     (i)  Governing Law.  The 1994 Plan and all Grants made under
it shall be governed by and interpreted in accordance with the
laws of the State of Indiana, regardless of the laws that might
otherwise govern under applicable Indiana conflict-of-laws
principles.

     (j)  Effective Date of the 1994 Plan.  The 1994 Plan shall
become effective on October 17, 1994.

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