SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Malus Alan J

(Last)

(First)

(Middle)

81 WYMAN STREET

P.O. BOX 9046

(Street)

WALTHAM

024549046

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
THERMO FISHER SCIENTIFIC INC. [ TMO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Senior Vice President

3. Date of Earliest Transaction (Month/Day/Year)
11/09/2006

4. If Amendment, Date of Original Filed (Month/Day/Year)

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

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	11/09/2006		A		24,000	A	⁽¹⁾	24,000	D
Common Stock	11/09/2006		A		13,000	A	$0	37,000	D
Common Stock	11/09/2006		A		13,200	A	⁽²⁾	50,200	D
Common Stock	11/09/2006		A		21,600	A	⁽³⁾	71,800	D
Common Stock	11/09/2006		F		3,909	D	$43.37	67,891	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (Right to Buy)	$19.63	11/09/2006		A		36,000		11/09/2006	09/26/2008	Common Stock	36,000	⁽⁴⁾	36,000	D
Stock Option (Right to Buy)	$15	11/09/2006		A		30,000		11/09/2006	05/03/2011	Common Stock	30,000	⁽⁵⁾	30,000	D
Stock Option (Right to Buy)	$14.2	11/09/2006		A		20,004		11/09/2006	01/27/2013	Common Stock	20,004	⁽⁶⁾	20,004	D
Stock Option (Right to Buy)	$43.37	11/09/2006		A		151,400		⁽⁷⁾	11/09/2013	Common Stock	151,400	$0	151,400	D
Stock Option (Right to Buy)	$30.68	11/09/2006		A		37,400		11/09/2006	03/07/2015	Common Stock	37,400	⁽⁸⁾	37,400	D
Stock Option (Right to Buy)	$32.3	11/09/2006		A		36,400		⁽⁹⁾	07/25/2015	Common Stock	36,400	⁽¹⁰⁾	36,400	D
Stock Option (Right to Buy)	$31.31	11/09/2006		A		38,340		⁽¹¹⁾	12/19/2015	Common Stock	38,340	⁽¹²⁾	38,340	D

Explanation of Responses:

1. Received in exchange for 12,000 shares of Fisher Scientific International Inc. common stock in connection with the merger of Thermo Fisher Scientific Inc. (formerly known as Thermo Electron Corporation), Trumpet Merger Corporaton and Fisher Scientific International Inc., ("FSH") (the "Merger"). On the effective date of the Merger, the closing price of FSH's common stock was $86.58 per share, and the closing price of TMO's common stock was $43.37 per share.

2. Received in exchange for 6,600 Restricted Stock Units accrued under FSH's 2005 Equity and Incentive Plan. The Restricted Stock Units were settled pursuant to the Merger for 2.0 shares of TMO common stock on the effective date of the Merger.

3. Received in exchange for 10,800 Restricted Stock Units accrued under FSH's 2005 Equity and Incentive Plan. The Restricted Stock Units were settled pursuant to the Merger for 2.0 shares of TMO common stock on the effective date of the Merger.

4. Received in the Merger in exchange for an employee stock option to acquire 18,000 shares of FSH common stock for $39.25 per share.

5. Received in the Merger in exchange for an employee stock option to acquire 15,000 shares of FSH common stock for $30.00 per share.

6. Received in the Merger in exchange for an employee stock option to acquire 10,002 shares of FSH common stock for $28.40 per share.

7. The option vests in five equal annual installments beginning on November 9, 2007.

8. Received in the Merger in exchange for an employee stock option to acquire 18,700 shares of FSH common stock for $61.35 per share.

9. 14,560 options are currently exercisable; 14,560 options are exercisable on 12/31/06; and 7,280 options are exercisable on 12/31/07.

10. Received in the Merger in exchange for an employee stock option to acquire 18,200 shares of FSH common stock for $64.60 per share.

11. 15,336 options are currently exercisable; 15,336 options are exercisable on 12/31/06; and 7,668 options are exercisable on 12/31/07.

12. Received in the Merger in exchange for an employee stock option to acquire 19,170 shares of FSH common stock for $62.61 per share.

Remarks:

	By: Barbara J. Lucas, Attorney-in-Fact for Alan J. Malus	11/14/2006
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.