EXHIBIT 10.50
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                               GUIDANT CORPORATION

                             RESTRICTED STOCK GRANT

      This Restricted Stock Grant ("Restricted Stock Grant") has been granted
effective ___ (the "Date of Grant"), by Guidant Corporation, an Indiana
corporation, with its principal offices in Indianapolis, Indiana (the
"Company"), to

________________________________________________________________________________
                                   ("Grantee")

Upon the Date of Grant, the fair market value of a share of Common Stock of the
Company was _______.

                                    RECITALS

      Under the Guidant Corporation 1998 Stock Plan ("1998 Plan"), the Company's
Management Development and Compensation Committee of the Board of Directors (the
"Committee") has determined the form of this Restricted Stock Grant and selected
the Grantee, an Eligible Person, to receive this Restricted Stock Grant and the
shares of Common Stock that are subject hereto. The applicable terms of the 1998
Plan are incorporated in this Restricted Stock Grant by reference, including the
definition of terms contained in the 1998 Plan.

                             RESTRICTED STOCK GRANT

      In accordance with the terms of the 1998 Plan, the Committee has made this
Restricted Stock Grant and concurrently has issued or transferred to the Grantee
shares of Common Stock upon the following terms and conditions:

      SECTION 1. Number of Shares. The number of shares of Common Stock issued
or transferred under this Restricted Stock Grant is _______________.

      SECTION 2. Rights of the Grantee as Shareholder. The Grantee, as the owner
of the shares of Common Stock issued or transferred pursuant to this Restricted
Stock Grant, is entitled to all the rights of a shareholder of the Company,
including the right to vote, the right to receive dividends payable either in
stock or in cash, and the right to receive shares in any recapitalization of the
Company, subject, however, to the restrictions stated in this Restricted Stock
Grant. If the Grantee receives any additional shares by reason of being the
holder of the shares of Common Stock issued or transferred under this Restricted
Stock Grant or of the additional shares previously distributed to the Grantee,
all of the additional shares shall be subject to the provisions of this
Restricted Stock Grant. Initially, the shares of Common Stock will be held in an
account maintained with the processor under the 1998 Plan (the "Account"). At
the discretion of the Company, the Company may provide the Grantee with a
certificate for the shares, which would bear a legend as described in Section 7.

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      SECTION 3. Restriction Period. The period of restriction ("Restriction
Period") for the shares of Common Stock issued under this Restricted Stock Grant
shall commence on the Date of Grant and expire on ____; [provided that the
Restriction Period may expire earlier with respect to all or part of the shares
if Performance Vesting Criteria as follows are satisfied: _______________. ] In
addition, the Restriction Period shall expire earlier as to all shares of Common
Stock issued under this Restricted Stock Grant upon the earliest of (i) the date
of death of the Grantee, (ii) the date of qualifying disability of the Grantee,
(iii) the date on which the Grantee becomes a Retired Employee (as defined
below), or (iv) upon the occurrence of a Change of Control of the Company, as
set forth in Section 9 of the 1998 Plan.

      A Retired Employee shall be a person whose employment with the Company has
terminated upon or after the earlier of (i) the day upon which the person's age
plus years of service with the Company, including any predecessor company,
equals 80, (ii) the day the person has attained at least 55 years of age and has
at least 10 years of service with the Company, including any predecessor
company, (iii) the day the person attained 65 years of age or (iv) as the
Committee otherwise shall determine.

      SECTION 4. Conditions During Restriction Period. During the entire
Restriction Period the following conditions must continue to be satisfied:

      a.    the employment of the Grantee with the Company must not terminate
            for any reason.

      b.    the Grantee must not, voluntarily or involuntarily, sell, assign,
            transfer, pledge, or otherwise dispose of the shares of Common Stock
            issued or transferred pursuant to this Restricted Stock Grant; and

      c.    the Grantee must not exercise any appraisal rights with respect to
            the shares of Common Stock issued or transferred pursuant to this
            Restricted Stock Grant that are otherwise available under any
            provisions of the Indiana Business Corporation Law.

For purposes of this Restricted Stock Grant, the Company will determine when
employment terminates. A Grantee's employment will not be deemed to have
terminated if the Grantee goes on military leave, medical leave or other bona
fide leave of absence, if the leave was approved by the Company in writing and
if continued crediting of employment is required by applicable law, the
Company's policies or the terms of Grantee's leave; provided that vesting dates
may be adjusted in accordance with the Company's policies or the terms of
Grantee's leave.

      SECTION 5. Consequences of Failure to Satisfy Conditions. The following
shall be the consequences of Grantee's failure to satisfy the conditions in
Section 4 during the Restriction Period:

      a.    If the condition in Section 4.a is not satisfied, either by act of
            the Grantee or otherwise, (i) the Grantee will forfeit the shares of
            Common Stock

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            issued or transferred pursuant to this Restricted Stock Grant, (ii)
            the Grantee will assign, transfer, and deliver the certificates or
            any other evidence of ownership of such shares to the Company, (iii)
            all interest of the Grantee in such shares shall terminate and (iv)
            the Grantee shall cease to be a shareholder with respect to such
            shares.

      b.    Any attempted sale, assignment, transfer, pledge or other
            disposition of the shares of Common Stock issued or transferred
            pursuant to this Restricted Stock Grant in violation of the
            condition in Section 4.b, whether voluntary or involuntary, shall be
            ineffective and the Company (i) shall not be required to transfer
            the shares, (ii) may impound any certificates for the shares or
            otherwise restrict Grantee's account and (iii) hold the certificates
            until the expiration of the Restriction Period.

      c.    Any attempted exercise of appraisal rights in violation of the
            condition in Section 4.c shall be ineffective and the Company may
            disregard any purported notice of exercise of appraisal rights by
            the Grantee during the Restriction Period with respect to the shares
            of Common Stock issued or transferred pursuant to this Restricted
            Stock Grant.

      SECTION 6. Lapse of Restrictions. At the end of the Restriction Period, if
the condition specified in Section 4.a has been satisfied during the Restriction
Period, all restrictions shall terminate on the related shares, and the Grantee
shall be entitled to transfer the shares from the Account or receive
certificates without the legend prescribed in Section 7. However, in the event
of an attempted violation of the condition specified in Section 4.b, the Company
shall be entitled to delay transfers or withhold delivery of any of the
certificates if, and for so long as, in the judgment of the Company's counsel,
the Company would incur a risk of liability to any party to whom such shares
were purported to be sold, transferred, pledged or otherwise disposed.

      SECTION 7. Legend on Certificates. Any certificate evidencing ownership of
shares of Common Stock issued or transferred pursuant to this Restricted Stock
Grant that is delivered during the Restriction Period shall bear the following
legend on the back side of the certificate:

      These shares have been issued or transferred subject to a Restricted Stock
      Grant and are subject to substantial restrictions, including but not
      limited to, a prohibition against transfer, either voluntary or
      involuntary, a waiver of any appraisal rights, and a provision requiring
      transfer of these shares to Guidant Corporation (the "Company") without
      any payment in the event of termination of the employment of the
      registered owner, all as more particularly set forth in a Restricted Stock
      Grant, a copy of which is on file with the Company.

At the discretion of the Company, the Company may hold the shares of Common
Stock issued or transferred pursuant to this Restricted Stock Grant in an
Account as described in Section 2, otherwise hold them in escrow during the
Restriction Period, or issue a certificate to the Grantee bearing the legend set
forth above.

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      SECTION 8. Specific Performance of the Grantee's Covenants. By accepting
this Restricted Stock Grant and the issuance and delivery of the shares of
Common Stock pursuant to this Restricted Stock Grant, the Grantee acknowledges
that the Company does not have an adequate remedy in damages for the breach by
the Grantee of the conditions and covenants set forth in this Restricted Stock
Grant and agrees that the Company is entitled to and may obtain an order or a
decree of specific performance against the Grantee issued by any court having
jurisdiction.

      SECTION 9. Employment with the Company. Nothing in this Restricted Stock
Grant or in the 1998 Plan shall confer upon the Grantee the right to continued
employment with the Company.

      SECTION 10. Section 83(b) Election. If the Grantee makes an election
pursuant to Section 83(b) of the Internal Revenue Code, the Grantee shall
promptly (but in no event after thirty (30) days from grant) file a copy of such
election with the Company, and cash payment for taxes shall be made at the time
of such election.

      SECTION 11. Withholding Tax. Before the Company removes restrictions on
transfer from the Account or delivers a certificate for shares of Common Stock
issued or transferred pursuant to this Restricted Stock Grant that bears no
legend or otherwise delivering shares free from restriction, the Grantee shall
be required to pay to the Company the amount of federal, state or local taxes,
if any, required by law to be withheld ("Withholding Obligation"). Subject to
any subsequent Committee determination, the Company will withhold the number of
shares required to satisfy any Withholding Obligation, and provide to Grantee a
net balance of shares ("Net Shares") unless the Company receives notice not less
than five (5) days before any Withholding Obligation arises that Grantee intends
to deliver funds necessary to satisfy the Withholding Obligation in such manner
as the Company may establish or permit. Notwithstanding any such notice, if
Grantee has not delivered funds within fifteen (15) days of after the
Withholding Obligation arises, the Company may elect to deliver Net Shares.

      SECTION 12. Notices and Payments. Any notice to be given by the Grantee
under this Restricted Stock Grant shall be in writing and shall be deemed to
have been given only upon receipt by the Treasurer of the Company at 111
Monument Circle, 29th Floor, Indianapolis, IN 46204, or at such address as may
be communicated in writing to the Grantee from time to time. Any notice or
communication by the Company to the Grantee under this Restricted Stock Grant
shall be in writing and shall be deemed to have been given if mailed or
delivered to the Grantee at the address listed in the records of the Company or
at such address as specified in writing to the Company by the Grantee.

      SECTION 13. Waiver. The waiver by the Company of any provision of this
Restricted Stock Grant shall not operate as, or be construed to be, a waiver of
the same or any other provision of this Restricted Stock Grant at any subsequent
time for any other purpose.

      SECTION 14. Termination or Modification of Restricted Stock Grant. This
Restricted Stock Grant shall be irrevocable except that the Company shall have
the right under Section 11(e) of the 1998 Plan to revoke this Restricted Stock
Grant at any time during the

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<PAGE>

Restriction Period if it is contrary to law or modify this Restricted Stock
Grant to bring it into compliance with any valid and mandatory law or government
regulation. Upon request in writing by the Company, the Grantee will tender any
certificates for amendment of the legend or for change in the number of shares
of Common Stock issued or transferred as the Company deems necessary in light of
the amendment of this Restricted Stock Grant. In the event of revocation of this
Restricted Stock Grant pursuant to the foregoing, the Company may give notice to
the Grantee that the shares of Common Stock are to be assigned, transferred and
delivered to the Company as though the Grantee's employment with the Company
terminated on the date of the notice.

      SECTION 15. Section Headings. The section headings in this Restricted
Stock Grant are for convenience of reference only and shall not be deemed a part
of, or germane to, the interpretation or construction of this Restricted Stock
Grant.

      SECTION 16. Determinations by Committee. Determinations by the Committee
shall be final and conclusive with respect to the interpretation of the 1998
Plan and this Restricted Stock Grant.

      SECTION 17. Governing Law. The validity and construction of this
Restricted Stock Grant shall be governed by the laws of the State of Indiana.

      IN WITNESS WHEREOF, the Company has caused this Restricted Stock Grant to
be executed and granted in Indianapolis, Indiana.

                                                GUIDANT CORPORATION

                                                By:
                                                   _____________________________





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