8-K

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 7, 2004

Beckman Coulter, Inc.
(Exact name of registrant as specified in its charter)

Delaware	001-10109	95-104-0600
(State of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

4300 N. Harbor Boulevard
Fullerton, California 92834-3100
(Address of principal executive offices) (Zip Code)

(714) 871-4848
(Registrant’s telephone number, including area code)

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:

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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

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

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

Item 1.01 - Entry into a Material Definitive Agreement

On October 7, 2004, the Company adopted an amendment to the Beckman Coulter, Inc. Executive Deferred Compensation Plan to change the manner of distribution of shares. The previous plan provided that any premium units credited under the Plan with respect to deferrals of compensation on and after April 1, 2004 would be settled in cash as opposed to shares of Company stock. Under the amended Plan, premium units credited under the Plan with respect to deferrals of compensation on and after April 1, 2004 will be settled in Company stock and charged against the applicable share limits of the Company equity compensation plan.

Item 9.01 – Financial Statements and Exhibits

Exhibit 10.1Amendment 2004-I to the Beckman Coulter, Inc. Executive Deferred Compensation Plan, dated October 7, 2004.

EXHIBIT INDEX

Exhibits

10.1Amendment 2004-I to the Beckman Coulter, Inc. Executive Deferred Compensation Plan, dated October 7, 2004.

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.

Dated:  October 8, 2004
	BECKMAN COULTER, INC.
	By:	/s/ William H. May
	Name:  William H. May
	Title: Vice President, General Counsel, and Secretary

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EX-10.1

Exhibit 10.1

AMENDMENT 2004-I

BECKMAN COULTER, INC.
EXECUTIVE DEFERRED COMPENSATION PLAN

WHEREAS, Beckman Coulter, Inc. (the “Company”), a Delaware corporation, maintains the Beckman Coulter, Inc. Executive Deferred Compensation Plan (the “Plan”); and

WHEREAS, the Company previously amended the Plan to provide that any premium units credited under the Plan with respect to deferrals of compensation on and after April 1, 2004 be settled in cash as opposed to shares of Company stock;

WHEREAS, the Company now desires to amend the Plan to provide that any premium units credited under the Plan with respect to deferrals of compensation on and after April 1, 2004 shall be settled in Company stock and charged against the applicable share limits of a Company equity compensation plan;

WHEREAS, the Company has the right to amend the Plan;

NOW, THEREFORE, Section 6.1(b) of the Plan is hereby amended to read as follows, effective immediately:

“(b)Manner of Distribution.  The amount to be paid to the Participant shall be the vested portion of the Participant’s Accounts.  The form of payment of any distribution required pursuant to this Plan (including, for this purpose, any distribution in respect of a withdrawal pursuant to Section 6.3) shall be determined as follows:

(i)  Amounts not denominated as Stock Units as of the date of distribution shall be paid in cash and valued as of the date the amount of the distribution is determined.

(ii)  If, as of the date of distribution, benefits continue to be denominated as Stock Units, then the benefit attributable to the Stock Units credited to a Participant’s Accounts shall, subject to following provisions of this clause (ii),

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be distributed in an equal number of shares of Common Stock.  Shares of Common Stock that are delivered in payment of Premium Units (including Dividend Equivalent Stock Units) that are credited in respect of a Bonus and/or Sign-On Credit on or after April 1, 2004 shall be charged against the applicable share limits of a Company equity compensation plan.  To the extent that an insufficient number of shares of Common Stock remain available under any such plan to cover a payment of such Stock Units in the form of Common Stock, the Stock Units that exceed the number of shares of Common Stock then available within the applicable share limits of such plan shall be settled in cash.  In addition, any fractional Stock Unit interest shall be settled in cash.  The settlement amount of any Stock Unit to be settled in cash shall equal the Fair Market Value of a share of Common Stock determined as of the date used by the trustee of the Trust to determine the taxable income reportable with respect to such distribution.”

IN WITNESS WHEREOF, this Amendment 2004-I is hereby adopted this 7th day of October, 2004.

BECKMAN COULTER, INC.
By	/s/ Fidencio M. Mares
Its	Vice President, Human Resources and
	Corporate Communications

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