8-K

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


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

                                    FORM 8-K

                                 CURRENT REPORT
     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

       Date of Report (Date of earliest event reported): October 25, 2005

                                PerkinElmer, Inc.
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               (Exact Name of Registrant as Specified in Charter)

             Massachusetts            001-05075                   04-2052042
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        (State or Other Juris-        (Commission                (IRS Employer
       diction of Incorporation       File Number)           Identification No.)

        45 William Street, Wellesley, Massachusetts                 02481
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         (Address of Principal Executive Offices)                (Zip Code)

       Registrant's telephone number, including area code: (781) 237-5100

                                 Not applicable.
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          (Former Name or Former Address, if Changed Since Last Report)


         Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

|_| Written communications pursuant to Rule 425 under the Securities Act
    (17 CFR 230.425)

|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act
    (17 CFR 240.14a-12)

|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
    Act (17 CFR 240.14d-2(b))

|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
    Act (17 CFR 240.13e-4(c))





Item 8.01.  Other Events

On October 25, 2005, PerkinElmer, Inc. ("PerkinElmer") announced that it has
commenced a cash tender offer for any and all of its outstanding 8 7/8% Senior
Subordinated Notes due 2013. As part of this offer, PerkinElmer is soliciting
noteholders' consents to amend certain of the provisions of the notes and the
indenture under which the notes were issued to eliminate substantially all of
the restrictive covenants and certain of the events of default contained in the
indenture.

A copy of the press release relating to the announcement of the tender offer and
consent solicitation for the notes is attached to this current report on Form
8-K as Exhibit 99.1.


Item 9.01. Financial Statements and Exhibits



         (d)      Exhibits



                  See Exhibit Index attached hereto.







                                    SIGNATURE

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.



                                       PERKINELMER, INC.

Date:  October 27, 2005                By:  /s/ Robert F. Friel
                                             -----------------------------------
                                             Robert F. Friel
                                             Executive Vice President and Chief
                                             Financial Officer




                                  EXHIBIT INDEX

Exhibit No.                       Description
- -----------                       -----------

99.1                              Press release entitled "PerkinElmer Initiates
                                  Tender Offer And Consent Solicitation," issued
                                  by PerkinElmer, Inc. on October 25, 2005

EX-99.1

                                                                    Exhibit 99.1

PerkinElmer Initiates Tender Offer and Consent Solicitation

    BOSTON--(BUSINESS WIRE)--Oct. 25, 2005--PerkinElmer Inc.
("PerkinElmer") (NYSE: PKI) today announced that it has commenced a
cash tender offer for any and all of its outstanding 8 7/8% Senior
Subordinated Notes due 2013. The notes have an outstanding principal
amount of approximately $270 million. As part of this offer,
PerkinElmer is soliciting noteholders' consents to amend certain
provisions of the notes and the indenture pursuant to which the notes
were issued.
    The consent payment deadline for the consent solicitation is 5:00
p.m. New York City time on November 7, 2005 and the expiration time of
the tender offer is 9:00 a.m. New York City time on November 23, 2005.
Holders may withdraw their tenders of notes prior to 5:00 p.m. New
York City time on November 7, 2005. All of these dates are subject to
extension at PerkinElmer's election.
    The purchase price for the notes will be determined on the earlier
of (1) the first business day after the consent payment deadline and
(2) the second business day before the offer expires (such date and
time is referred to as the "price determination date") in the manner
described in the Offer to Purchase and Consent Solicitation Statement
dated October 25, 2005 that PerkinElmer has distributed to holders of
the notes. The purchase price for the notes will be a "fixed spread"
price, calculated using a yield equal to a fixed spread of 50 basis
points plus the yield to maturity of the 3.000% U.S. Treasury Note due
February 15, 2008. The purchase price for notes includes a consent
payment that is equal to $20 per $1,000 principal amount of the notes.
Holders of notes tendered after the consent payment deadline will not
receive the consent payment.
    At any time after the price determination date and prior to the
expiration time, PerkinElmer may elect to accept for payment all notes
validly tendered. Any notes validly tendered at or prior to the
expiration time and not previously accepted for payment will be paid
for promptly after the expiration time.
    PerkinElmer has retained Citigroup Corporate and Investment
Banking and Goldman, Sachs & Co. to serve as dealer managers for the
tender offer and consent solicitation. Global Bondholder Services
Corporation will serve as the depositary and information agent for the
tender offer and consent solicitation.
    Requests for documents relating to the tender offer and consent
solicitation may be directed to Global Bondholder Services Corporation
by telephone at 1-866 470-4500 (toll free) or 1-212 430-3774 or in
writing at 65 Broadway, Suite 704, New York, NY, 10006. Questions
regarding the tender offer and consent solicitation may be directed to
Citigroup Corporate and Investment Banking, Liability Management
Group, at 1-800-558-3745 (toll free) or 1-212-723-6106 (collect) or to
Goldman, Sachs & Co., Credit Liability Management Group, at 1-800
828-3182 (toll free) or 1-212-357-7867 (collect).

    This news release is neither an offer to purchase nor a
solicitation of an offer to sell the notes. The offer is being made
only pursuant to the Offer to Purchase and Consent Solicitation
Statement dated October 25, 2005, which PerkinElmer has distributed to
holders of the notes.

    PerkinElmer, Inc. is a global technology leader driving growth and
innovation in Health Sciences and Photonics markets to improve the
quality of life. The Company reported revenues of $1.7 billion in
2004, has 10,000 employees serving customers in more than 125
countries, and is a component of the S&P 500 Index. Additional
information is available through www.perkinelmer.com or
1-877-PKI-NYSE.

    CONTACT: Investor Contact:
             Dan Sutherby
             PerkinElmer, Inc.
             (781) 431-4306