S-8

   As filed with the Securities and Exchange Commission on November 6, 2001.
                                                     Registration No. ________
===============================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                               ___________________

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                               ___________________

                              BECKMAN COULTER, INC.
             (Exact name of registrant as specified in its charter)
                               ___________________

                 Delaware                                 95-1040600
      (State or other jurisdiction of                  (I.R.S. Employer
      incorporation or organization)                  Identification No.)

          4300 North Harbor Boulevard, Fullerton, California 92834-3100
                    (Address of principal executive offices)
                               ___________________

                Beckman Coulter, Inc. Executive Restoration Plan
                            (Full title of the plan)
                               ___________________

                              William H. May, Esq.
                  Vice President, General Counsel and Secretary
                              Beckman Coulter, Inc.
                           4300 North Harbor Boulevard
                        Fullerton, California 92834-3100
                     (Name and address of agent for service)
                               ___________________

  Telephone number, including area code, of agent for service: (714) 871-4848
                               ___________________

                         CALCULATION OF REGISTRATION FEE
 -------------------------------------------------------------------------------
                                      Proposed      Proposed
                                      maximum       maximum
    Title of          Amount          offering      aggregate      Amount of
    securities        to be           price         offering       registration
    to be             registered      per unit      price          fee
    registered
 -------------------------------------------------------------------------------

    Deferred          $3,500,000      100%          $3,500,000(2)  $875(2)
    Compensation
    Obligations(1)
 -------------------------------------------------------------------------------

(1)  The Deferred Compensation Obligations being registered are general
     unsecured obligations of Beckman Coulter, Inc. (the "Company") to pay
     deferred compensation in the future to participating members of a select
     group of management or highly compensated employees in accordance with the
     terms of the Beckman Coulter, Inc. Executive Restoration Plan, as amended
     (the "Plan").

(2)  Estimated solely for purposes of determining the registration fee.

     The Exhibit Index for this Registration Statement is at page S-3.
================================================================================





                                     PART I

                           INFORMATION REQUIRED IN THE
                            SECTION 10(a) PROSPECTUS


     The documents containing the information specified in Part I of Form S-8
(plan information and registrant information) will be sent or given to employees
as specified by Rule 428(b)(1) of the Securities Act of 1933, as amended (the
"Securities Act"). Such documents need not be filed with the Securities and
Exchange Commission (the "Commission") either as part of this Registration
Statement or as prospectuses or prospectus supplements pursuant to Rule 424 of
the Securities Act. These documents, which include the statement of availability
required by Item 2 of Form S-8, and the documents incorporated by reference in
this Registration Statement pursuant to Item 3 of Form S-8 (Part II hereof),
taken together, constitute a prospectus that meets the requirements of
Section 10(a) of the Securities Act.


                                     Page 2



                                    PART II

                           INFORMATION REQUIRED IN THE
                             REGISTRATION STATEMENT*


Item 3.     Incorporation of Certain Documents by Reference

     The following documents of the Company filed with the Commission are
incorporated herein by reference:

     (a)  The Company's Form S-8 Registration Statement filed with respect to
          the Plan on December 18, 1998 (registration number 333-69251);

     (b)  Annual Report on Form 10-K, as amended, for the Company's fiscal year
          ended December 31, 2000;

     (c)  Quarterly Reports on Form 10-Q for the Company's fiscal quarters ended
          March 31, 2001 and June 30, 2001; and

     (d)  Current Report on Form 8-K dated June 12, 2001.

     All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which deregisters
all securities then remaining unsold shall be deemed to be incorporated by
reference into the prospectus and to be a part hereof from the date of filing of
such documents. Any statement contained herein or in a document, all or a
portion of which is incorporated or deemed to be incorporated by reference
herein, shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein or in any
other subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or amended, to
constitute a part of this Registration Statement.

Item 4.     Description of Securities

     The Beckman Coulter, Inc. Executive Restoration Plan, as amended, provides
a select group of management or highly compensated employees (the "Eligible
Employees") of the Company and certain of its subsidiaries with the opportunity
to defer the receipt of certain pre-tax cash compensation. The obligations of
the Company under the Plan (the "Deferred Compensation Obligations") will be
general unsecured obligations of the Company to pay deferred compensation in the
future to participating Eligible Employees (the "Participants") in accordance
with the terms of the Plan from the general assets of the Company, and will rank
pari passu with other unsecured and unsubordinated indebtedness of the Company
from time to time outstanding. The Deferred Compensation Obligations will be
denominated and payable in United States dollars.

     Each Participant may elect to defer up to 15% of his or her salary and
bonus under the Plan, subject to making the maximum allowable contribution under
the Beckman Coulter, Inc.


                                     Page 3



Savings Plan (the "Savings Plan"). If a Participant's salary and bonus deferrals
exceed the maximum contributions that can be made to the Savings Plan (due to
certain limitations imposed by the Internal Revenue Code of 1986, as amended),
such excess deferrals are credited to a bookkeeping account ("Deferral Account")
maintained for the Participant under the Plan.

     In addition, an amount equal to the Company matching contributions that
could not be allocated to a Participant under the Savings Plan (due to the
limitations described above) is credited to a separate bookkeeping account
("Matching Account") maintained in his or her name. The matching contributions
credited to a Participant's Matching Account are in the form of stock units
(i.e., a non-voting unit of measurement which is deemed for bookkeeping purposes
to be equivalent to one share of the Company's Common Stock).

     Further, each Participant who is eligible for Retirement Plus Contributions
under the Savings Plan is credited with the amount of such Retirement Plus
Contributions that could not be allocated to the Participant under the Savings
Plan (due to the limitations described above). This amount is credited in the
form of stock units to a bookkeeping account (Retirement Plus Account").

     Each Participant's Deferral Account is credited with a deemed rate of
earnings at a predetermined rate of interest. Each Participant's Matching
Account and, if applicable, Retirement Plus Account are credited on a periodic
basis with "Dividend Equivalents" representing dividends paid on the number of
shares which is equal to the number share units credited to those accounts.
These Dividend Equivalents are credited in the form of share units. While each
Participant's Matching Account balance and, if applicable, Retirement Plus
Account balance under the Plan increase or decrease based on the performance of
the Companys Common Stock, his or her account balances are not actually
invested in Common Stock.

     Deferred Compensation Obligations will be paid in cash in a single lump sum
as soon as administratively practicable after the Participant's termination from
employment or retirement from the Company. The amount payable to a Participant
is equal to the sum of (1) the cash credited to the Participant's Deferred
Account and (2) the fair market value of a share of the Company's Common Stock
multiplied by the number of share units credited to the Participant's Matching
Account and, if applicable, Retirement Plus Account.

     No amount payable under the Plan shall be subject to anticipation,
alienation, sale, transfer, assignment, pledge, encumbrance, or charge,
voluntary or involuntary. Any attempt to dispose of any rights to benefits
payable under the Plan shall be void.

     The Deferred Compensation Obligations are not subject to redemption, in
whole or in part, prior to the distribution date, except that Participants may
withdraw all or a portion of the value of their Plan accounts under certain
specified circumstances. However, the Company reserves the right to amend or
terminate the Plan at any time.

     The total amount of the Deferred Compensation Obligations is not
determinable because the amount will vary depending upon the level of
participation by Eligible Employees and the amounts of their salaries and
bonuses. The duration of the Plan is indefinite (subject to the Company's
ability to terminate the Plan). The Deferred Compensation Obligations are not
convertible into another security of the Company. The Deferred Compensation
Obligations will not have the benefit of a negative pledge or any other
affirmative or negative covenant on the part of the Company. Each Participant
will be responsible for acting independently with respect to, among other
things, the giving of notices, responding to any requests for consents, waivers
or


                                     Page 4



amendments pertaining to the Deferred Compensation Obligations, enforcing
covenants and taking action upon a default by the Company.

Item 5.     Interests of Named Experts and Counsel

     The validity of the original issuance of Deferred Compensation Obligations
registered hereby is passed on for the Company by William H. May, Vice
President, General Counsel and Secretary of the Company. Mr. May is compensated
as an employee of the Company, is the beneficial owner of the Company's Common
Stock, is the holder of options to acquire shares of the Company's Common Stock,
and is an Eligible Employee and entitled to participate in the Plan.

Item 6.     Exhibits

      See the attached Exhibit Index on page S-3.


                                     Page 5



                                   SIGNATURES

     Pursuant to the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Fullerton, State of California, on November 2, 2001.

                                   BECKMAN COULTER, INC.


                                   By:   /s/ John P. Wareham
                                        ---------------------------------
                                         John P. Wareham
                                   Its:  Chairman of the Board, President
                                         and Chief Executive Officer


                                POWER OF ATTORNEY

     Each person whose signature appears below constitutes and appoints John P.
Wareham, Amin I. Khalifa, and Fidencio M. Mares, or each of them individually,
his or her true and lawful attorneys-in-fact and agents with full powers of
substitution and resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Commission, granting unto said attorneys-in-fact and agents, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
or she might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents, or any of them individually, or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated.

      Signature                    Title                        Date
      ---------                    -----                        ----



/s/ John P. Wareham       Chairman of the Board, President    November 2, 2001
-------------------       and Chief Executive Officer
John P. Wareham           (Principal Executive Officer)


/s/ Amin I. Khalifa        Vice President, Finance and        November 2, 2001
-------------------       Chief Financial Officer
Amin I. Khalifa           (Principal Financial Officer)


                                     S-1



/s/ James B. Gray         Director/Controller                November 1, 2001
---------------------     (Principal Accounting Officer)
James B. Gray


/s/ Hugh K. Coble         Director                           November 2, 2001
---------------------
Hugh K. Coble


---------------------     Director                           November __, 2001
Peter B. Dervan , Ph.D.


/s/ Ronald W. Dollens     Director                           November 2, 2001
---------------------
Ronald W. Dollens


/s/ Charles A. Haggerty   Director                           November 2, 2001
-----------------------
Charles A. Haggerty


/s/ Gavin S. Herbert      Director                           November 2, 2001
-----------------------
Gavin S. Herbert


-----------------------   Director                           November __, 2001
Van B. Honeycutt


-----------------------   Director                           November __, 2001
William N. Kelley, M.D.


-----------------------    Director                          November __, 2001
Risa J. Lavizzo-Mourey, M.D.


-----------------------    Director                          November __, 2001
C. Roderick O'Neil


/s/ Betty Woods            Director                          November 2, 2001
-----------------------
Betty Woods


                                     S-2



                                  EXHIBIT INDEX

Exhibit
Number              Description
_______             ___________

4.1         Beckman Coulter Inc. Amended and Restated Executive
            Restoration Plan dated October 28, 1998, effective as of
            September 1, 1998 (incorporated by reference to Exhibit 4.1
            of Beckman Coulter Inc.'s Registration Statement on Form S-8
            filed with the Securities and Exchange Commission on December
            18,1998, Registration No. 333-69251).

4.2         Beckman Coulter, Inc. Executive Restoration Plan, Amendment
            1999-1, dated October 22, 1999 (incorporated by reference to
            Exhibit 10.2 of Beckman Coulter's Quarterly Report to the
            Securities and Exchange Commission on Form 10-Q for the
            quarter ended September 30, 1999, File No. 001-10109).

4.3         Beckman Coulter, Inc. Executive Restoration Plan, Amendment
            2000-1, dated October 19, 2000 (incorporated by reference to
            Exhibit 10.3 of Beckman Coulter's Quarterly Report to the
            Securities and Exchange Commission on Form 10-Q for the
            quarter ended September 30, 2000, File No. 001-10109).

4.4         Beckman Coulter, Inc. Executive Restoration Plan, Amendment
            2001-1, dated November 1, 2001.

4.5         Rights Agreement, dated as of March 28, 1989, between Beckman
            Instruments, Inc. and Morgan Shareholder Services Trust
            Company, as Rights Agent, filed as Exhibit 4 to Beckman
            Instruments, Inc.'s Form 8-K dated  April 13, 1989, and
            incorporated herein by this reference.

4.6         First Amendment to Rights Agreement, dated as of June 24,
            1992, between Beckman Instruments, Inc. and First Chicago
            Trust Company of New York (formerly Morgan Shareholder
            Services Trust Company), filed as Exhibit 1 to Beckman
            Instruments, Inc.'s Form 8-K dated July 1, 1992, and
            incorporated herein by this reference.

5.          Opinion of Company Counsel (opinion re legality).

15.         KPMG LLP Letter Regarding Unaudited Financial Information.

23.1        Consent of KPMG LLP (consent of independent auditors).

23.2        Consent of Company Counsel (included in Exhibit 5).

24.         Power of Attorney (included in this Registration Statement
            under Signatures").


                                     S-3

EX-4

                                AMENDMENT 2001-1

                              BECKMAN COULTER, INC.
                           EXECUTIVE RESTORATION PLAN



            WHEREAS, Beckman Coulter, Inc. (the "Company") maintains the
Beckman Coulter, Inc. Executive Restoration Plan (as amended and restated
effective as of September 1, 1998 the "Plan");  and

            WHEREAS, the Company has the right to amend the Plan and the Company
desires to amend the Plan to reflect the availability of "catch-up"
contributions to the Company's Savings Plan, and to provide that elections under
the Plan will remain in force from year to year unless changed by the
participant;

            NOW, THEREFORE, the Plan is amended, effective as of January 1,
2002, as follows:

            1.    Section 2.1 is amended by adding the following to the end
of the section:

            "Effective January 1, 2002, an Eligible Employee who is eligible to
      make catch-up contributions (as described in Code Section 414(v)) under
      the 401(k) Plan shall commence the deferrals under this Plan only if the
      Eligible Employee satisfies the requirements of the preceding sentence and
      has made all such catch-up contributions."

            2.    Section 3.1(b) is amended by adding the following to the
end of the section:

            "Effective for any elections which are applicable to deferrals
      during Plan Years beginning on or after January 1, 2002, such elections
      shall stay in force for subsequent Plan Years, unless the Eligible
      Employee changes or revokes the election as provided herein."

            3.    Section 3.1(f) is amended by adding the following to the
end of the section:

            "Any deferral election made with respect to deferrals for Plan Years
      beginning on or after January 1, 2002, shall remain in effect and, except
      as provided in Subsection 3.1(g), be irrevocable, notwithstanding any
      change in the Participant's Salary or Bonus, for (i) the entire Plan Year
      for which it is effective, and (ii) each entire subsequent Plan Year,
      unless, prior to the commencement of such subsequent Plan Year, the
      Participant makes a new election pursuant to Section 3.1(b)."

            4.    Section 3.1(g) is amended to read as follows:

            "(g) EMERGENCY CESSATION OF DEFERRALS. Notwithstanding anything else
      contained herein to the contrary, a Participant may discontinue his or her
      Salary and Bonus deferrals under the Plan at any time, provided that the
      Participant also ceases to make any before-tax deferrals, after-tax
      contributions, and if applicable, catch-up contributions under the 401(k)
      Plan and the Beckman Coulter, Inc. Executive Deferred Compensation Plan.
      Such discontinuance of deferrals, after-tax contributions and catch-up
      contributions, will remain in effect for the remainder of the current Plan
      Year and the following Plan Year."

            5.    Section 3.2 is amended by adding the following to the end
of the Section:

            "Effective for Plan Years commencing on or after January 1, 2002,
      Participants shall make separate elections of the percentage deferrals
      under this Plan and the 401(k) Plan."

EX-5

[Beckman Coulter Logo]


                                November 2, 2001

Beckman Coulter, Inc.
4300 North Harbor Boulevard
Fullerton, California 92834-3100

   Re:   Registration Statement on Form S-8 of Beckman Coulter, Inc. (the
"Company")

Ladies and Gentlemen:

         At your request, I have examined the Registration Statement on Form S-8
to be filed with the Securities and Exchange Commission in connection with the
registration under the Securities Act of 1933, as amended, of $3,500,000 of
Deferred Compensation Obligations of the Company (the "Obligations") to be
issued pursuant to the Beckman Coulter, Inc. Executive Restoration Plan, as
amended (the "Plan"). I have examined the proceedings heretofore taken and to be
taken in connection with the authorization of the Plan and the Obligations to be
issued pursuant to and in accordance with the Plan.

         Based upon such examination and upon such matters of fact and law as I
have deemed relevant, I am of the opinion that the Obligations have been duly
authorized by all necessary corporate action on the part of the Company and,
when issued in accordance with such authorization, the provisions of the Plan
and relevant agreements duly authorized by and in accordance with the terms of
the Plan, the Obligations will be validly issued, legally binding obligations of
the Company.

         I consent to the use of this opinion as an exhibit to the Registration
Statement.

                                      Respectfully submitted,



                                      /s/ William H. May
                                      ------------------------
                                      William H. May
                                      Vice President, General
                                      Counsel and Secretary

EX-15

Beckman Coulter, Inc.
Fullerton, California


Ladies and Gentlemen:

Re: Registration Statement on Form S-8 relating to the Beckman Coulter, Inc.
Executive Restoration Plan

With respect to the subject registration statement, we acknowledge our awareness
of the use therein of our reports dated April 27, 2001 and July 27, 2001,
related to our reviews of interim financial information.

Pursuant to Rule 436(c) under the Securities Act of 1933, such reports are not
considered part of a registration statement prepared or certified by an
accountant or a report prepared or certified by an accountant within the meaning
of sections 7 and 11 of the Act.

Very truly yours,


/s/ KPMG LLP


---------------------------------
Orange County, California
November 5, 2001

EX-23

                         CONSENT OF INDEPENDENT AUDITORS



The Board of Directors
Beckman Coulter, Inc.:

We consent to incorporation by reference in the registration statement on Form
S-8 of Beckman Coulter, Inc., relating to the Beckman Coulter, Inc. Executive
Restoration Plan, of our audit report dated January 25, 2001, relating to the
consolidated balance sheets of Beckman Coulter, Inc. and subsidiaries as of
December 31, 2000 and 1999, and the related consolidated statements of
operations, stockholders' equity and cash flows for each of the years in the
three-year period ended December 31, 2000, which report is incorporated by
reference in the December 31, 2000, annual report on Form 10-K of Beckman
Coulter, Inc.



/s/ KPMG LLP
-------------------------------
Orange County, California
November 5, 2001