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): January 12, 2005

___________________

FISHER SCIENTIFIC INTERNATIONAL INC.

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of incorporation)

1-10920	02-0451017
(Commission File No.)	(IRS Employer Identification No.)

One Liberty Lane, Hampton, New Hampshire	03842
(Address of principal executive offices)	(Zip Code)

(603) 926-5911
(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:

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

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

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

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

TABLE OF CONTENTS

	ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
	ITEM 7.01. REGULATION FD DISCLOSURE.
	ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
SIGNATURE
Exhibit Index
EX-99.1 Investor Presentation

ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

     Attached hereto as Exhibit 99.1 is the registrant’s investor presentation that will be posted on the Company’s Web site on January 12, 2005 and presented on January 13, 2005 at the JPMorgan Healthcare Conference. The Company’s remarks will also be webcast at http://www.fisherscientific.com and will be archived until February 9, 2005. This presentation is only furnished, and not filed, pursuant to Items 2.02 and 7.01 of this report on Form 8-K.

     Within the presentation the Company has presented certain financial information that has not been prepared in accordance with accounting principles generally accepted in the United States of America (“Non-GAAP Measures”). The Company has presented Non-GAAP Measures for (i) adjusted diluted net income per share; (ii) adjusted operating income; (iii) adjusted operating margin; (iv) adjusted average working capital; (v) free cash flow; and (vi) free cash flow per share. A reconciliation of such Non-GAAP measures to the most directly comparable GAAP measures is included in the attached investor presentation.

     The Company defines adjusted diluted net income per share and adjusted operating income as diluted net income per share and income from operations, respectively, each computed in accordance with accounting principles generally accepted in the United States of America (“GAAP”), excluding items that the Company considers to be nonrecurring to the Company’s operations. The Company defines adjusted operating margin as adjusted operating income as a percentage of sales. The Company calculates and discloses adjusted diluted net income per share and adjusted operating margin because the Company believes that these measures may assist investors in evaluating trends of the Company’s operating results without regard to transactions that are not recurring. The Company defines adjusted average working capital as accounts receivable, net plus inventories less accounts payable, computed in accordance with GAAP, adjusted for acquisitions, in each case taking an average of such amount at the beginning and end of the given period. The Company believes adjusted average working capital as a percentage of sales may assist the investor in evaluating the Company’s utilization of operating working capital. The Company defines free cash flow as cash provided by operating activities less capital expenditures, computed in accordance with GAAP. The Company defines free cash flow per share as free cash flow divided by the Company’s diluted weighted average common shares outstanding. The Company believes that disclosing free cash flow per share is useful in determining the rate at which earnings are converted into cash and is therefore a useful measure of liquidity.

     Investors should recognize these measures may not be comparable to similarly titled measures of other companies and that the measures presented are not a substitute or alternatives for measures of financial performance determined in accordance with GAAP, such as net income as a measure of operating results or cash flows as a measure of liquidity.

ITEM 7.01. REGULATION FD DISCLOSURE.

     Attached hereto as Exhibit 99.1, is the registrant’s investor presentation that will be posted on the Company’s Web site on January 12, 2005 and presented on January 13, 2005. This presentation is only furnished, and not filed, pursuant to Items 2.02 and 7.01 of this report on Form 8-K.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

     (c) Exhibits.

Exhibit Number	Description
99.1	Fisher Scientific International Inc.’s investor presentation that will be posted on the Company’s Web site on January 12, 2005 and presented on January 13, 2005. This Exhibit is furnished pursuant to Items 2.02 and 7.01 of this report on Form 8-K.

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 thereunto duly authorized.

	Fisher Scientific International Inc.
Date: January 12, 2005	By:	/s/ Todd M. DuChene
		Name:	Todd M. DuChene
		Title:	Chief Legal Officer

Exhibit Index

Exhibit Number	Description
Exhibit 99.1	Fisher Scientific International Inc.’s investor presentation that will be posted on the Company’s Web site on January 12, 2005 and presented on January 13, 2005. This Exhibit is furnished pursuant to Items 2.02 and 7.01 of this report on Form 8-K.

EX-99.1

The World Leader in Serving Science JPMorgan Healthcare Conference January 13, 2005

The Securities and Exchange Commission encourages companies to disclose forward- looking information so that investors can better understand a company's future prospects and make informed investment decisions. This presentation contains these types of statements, which are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as "anticipates," "estimates," "expects," "projects," "intends," "plans," "believes" and words and terms of similar substance used in connection with any discussion of future operating results or financial performance identify forward-looking statements. All forward- looking statements reflect management's present expectations of future events and are subject to a number of important factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. The factors listed in the "Risk Factors" section as well as any cautionary language in Fisher Scientific International Inc.'s December 31st, 2003 Annual Report on SEC Form 10-K, provide examples of these risks and uncertainties. Please refer to the supplementary information table on our website at www.fisherscientific.com under "Investor Presentation" for a reconciliation of the adjusted amounts to the generally accepted accounting principles. Safe Harbor and Regulation G Statement

Key Facts Founded: 1902 Revenue (2005F): $5.6 billion Customers: 350,000 Products: 600,000 SKUs 60% proprietary 80% consumable Equity market cap: $7.5 billion* Index: S&P 500 Earnings per share (2005F) $3.45 - $3.60 Revenues by Region * As of January 7, 2005. 26%* Return to Shareholders since 1991 IPO U.S 0.78 Europe 0.14 ROW 0.08 U.S. 78% Europe 14% ROW 8%

Investment Highlights World leader in growing markets Premier global brand Opportunities for profitable growth Proven track record Strong earnings and cash flow growth 7

World Leader in Growing Markets Bipharma 5 Safety 12 Clinical 10 Scientific Research 23 U.S. Clinical Lab $10 billion U.S. Lab Safety and Personal Protection $12 billion Global Scientific Research $23 billion Markets Served Global Market: $50 billion Long Term Growth Rate: 5 - 8% Global Biopharma Production $5 billion

World Leader in Growing Markets Market Drivers Markets Served Global Market: $23 billion* Long Term Growth Rate: 5 - 8% Growth in R&D spending Increased focus on proteomics Pressure on drug development costs *Sources: Frost & Sullivan, Lab Products Association, and Fisher management estimates. Bipharma 5 Safety 12 Clinical 10 Scientific Research 23 Global Scientific Research

World Leader in Growing Markets Bipharma 5 Safety 12 Clinical 10 Scientific Research 23 Market Drivers Markets Served Global Market: $5 billion* Long Term Growth Rate: 15 - 25% Growing number of biotech drugs Concern about contamination Global Biopharma Production *Includes: bioreactors, containers, serum and media, process liquids, chromatography and filtration products and other supplies. Sources: Global Industry Analysts (GIA), UBS, and Fisher management estimates.

World Leader in Growing Markets Market Drivers Markets Served U.S. Market: $10 billion* Long Term Growth Rate: 4 - 5% Aging population Proliferation of patient testing Increased focus on specialized tests *Sources: Freedonia Group and Fisher management estimates. Bipharma 5 Safety 12 Clinical 10 Scientific Research 23 U.S. Clinical Lab

World Leader in Growing Markets Bipharma 5 Safety 12 Clinical 10 Scientific Research 23 U.S. Lab Safety and Personal Protection Market Drivers Markets Served U.S. Market: $12 billion* Long Term Growth Rate: 4 - 6% Expansion of environmental and safety regulations Growth in homeland security spending Increased focus on bioterrorism protection *Sources: Frost & Sullivan, RK Miller, and Fisher management estimates.

Pharma 0.26 Hospitals 0.16 Reference Labs / Other 0.07 Other 0.3 Government 0.09 Medical Research 0.08 Colleges and Universities 0.11 2004 Pro Forma - $5.3 Billion Fisher Scientific - Revenues by Market Pharma / Biotech 21% Colleges & Universities 11% Medical Research 6% Other Scientific Research 30% Hospitals 16% Ref. Labs 7% Government 9% Scientific Products & Services 77% HealthCare Products & Services 23% Revenues by Customer

Broad portfolio of products Extensive suite of services Globally-integrated supply-chain Powerful sales and marketing network Premier Global Brand Enhanced by acquisition strategy

Broad portfolio of products Unmatched Product Offering Premier Global Brand 23

Extensive suite of services Supply-Chain Management Services Cost-optimization programs Lab start-up programs On-site maintenance of equipment Value-added service offering Pharmaceutical Services Clinical trials support Custom chemical synthesis IVD contract manufacturing 25 Premier Global Brand

Globally-integrated supply-chain Efficient supply-chain solutions Premier Global Brand Technology-based supply-chain management Global sourcing capabilities Leading e-commerce capabilities

2,700 sales representatives 800 technical specialists Life Science Chemical Diagnostic Instrumentation Powerful sales and marketing network Enabling Discovery Premier Global Brand

Completed 37 acquisitions since 1991 Extended geographic reach Expanded into related markets Enhanced portfolio of proprietary products and services Enhanced by acquisition strategy Strong acquisition track record Premier Global Brand

New product development Expand pharma services Leverage sales and marketing footprint Enhance Revenue Growth Execute Apogent integration plan Maximize operating efficiencies Reduce working capital Opportunities for Profitable Growth Increase Margins and Cash Flow

Execute Apogent integration plan Opportunities for Profitable Growth Increase margins and cash flow Achieve $100 million of synergies Leverage fixed cost structure Execute working capital initiatives Maximize operating efficiencies Reduce working capital

Opportunities for Profitable Growth Cross-selling opportunities Technical specialists New product development Increase revenue growth Analytical product testing Ancillary distribution services Serum free media Disposable bioprocess containers Expand pharma services Leverage sales and marketing footprint

Powerful Channel Position Serving 350,000 customers in 145 countries

Sales Growth ($ in Billions) 2000 2001 2002 2003 2004F* 2005F* * Midpoint of guidance previously issued by Fisher Scientific on Nov. 3, 2004, which reflects revenue growth of 27.5 percent to 29.5 percent for 2004 and 20.0 percent to 22.0 percent for 2005. Guidance excludes the impact of foreign exchange. CAGR: 16%

Earnings Per Share Growth * Range of guidance previously issued by Fisher Scientific on Nov. 3, 2004. Excludes goodwill amortization, restructuring and nonrecurring expenses. ** Midpoint of guidance previously issued by Fisher Scientific on Nov. 3, 2004. For 2004, the range of guidance is 10.0 percent to 10.2 percent. For 2005, the range of guidance is 13.3 percent to 13.5 percent. Excludes goodwill amortization, restructuring and nonrecurring expenses. 2000 2001 2002 2003 2004F 2005F CAGR: 24% 2000 2001 2002 2003 2004F 2005F East 0.068 0.073 0.075 0.078 0.101 0.134 Operating margin $2.81 - $2.84* $3.45 - $3.60* 10.1%** 13.4%**

Strong Free Cash Flow Generation 2000 2001 2002 2003 2004F* 2005F* ($ in millions) 2000 2001 2002 2003 2004F 2005F East 1.75 2.24 1.99 2.27 2.81 2.91 Free Cash Flow per share** * Midpoint of guidance previously issued by Fisher Scientific on Nov. 3, 2004. For 2004, range of this guidance is $250 - $270 million. For 2005, range of this guidance is $355 - $385 million. ** Defined as cash provided by operating activities less capital expenditures divided by diluted shares outstanding.

Investment Highlights World leader in growing markets Premier global brand Opportunities for profitable growth Proven track record Strong earnings and cash flow growth 47

The World Leader in Serving Science

(in millions, except per share amounts) Supplementary Financial Information