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): May 9, 2005

___________________

FISHER SCIENTIFIC INTERNATIONAL INC.

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of incorporation)

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

Liberty Lane, Hampton, New Hampshire
(Address of principal executive offices) 03842
(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 Press Release dated 5-9-2005

ITEM 2.02 Results of Operations and Financial Condition.

     On May 9, 2005, the registrant announced its results of operations for the quarter ended March 31, 2005. A copy of the related press release is being attached as Exhibit 99.1 to this Current Report on Form 8-K, which is being furnished, but not filed, pursuant to Items 2.02 and 7.01 of this Current Report on Form 8-K.

     This current report on Form 8-K contains statements intended as “forward-looking statements” which are subject to the cautionary statements about forward-looking statements set forth in the press release.

          To supplement the Company’s financial statements presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”), the Company provides certain non-GAAP measures of financial performance and liquidity. These non-GAAP measures are comprised of (i) adjusted diluted net income per share; (ii) adjusted operating income; (iii) free cash flow; and (iv) adjusted operating margin.

     The Company defines adjusted diluted net income per share and adjusted operating income as diluted net income per share and operating income, respectively, each computed in accordance with GAAP, excluding items that the Company considers to be nonrecurring to the Company’s operations. The Company calculates and discloses adjusted diluted net income per share and adjusted operating income because the Company believes that these measures may assist investors in evaluating trends of the Company’s operating results without regard to items that are not considered recurring.

     The Company defines free cash flow as cash provided by operating activities less capital expenditures, each computed in accordance with GAAP. The Company believes that free cash flow is a useful measure of liquidity.

     The Company defines adjusted operating margin as adjusted operating income as a percentage of sales. The Company calculates and discloses adjusted operating margin because the Company believes that this measure may assist investors in evaluating trends of the Company’s operating results without regard to transactions that are not recurring.

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

ITEM 7.01 Regulation FD Disclosure.

     Attached hereto as Exhibit 99.1, which is being furnished, but not filed, pursuant to Items 2.02 and 7.01 of this Current Report on Form 8-K, is the registrant’s press release dated May 9, 2005 announcing the Company’s results of operations for the quarter ended March 31, 2005.

ITEM 9.01 Financial Statements and Exhibits.

     (c) Exhibits.

Exhibit Number	Description
Exhibit 99.1	Fisher Scientific International Inc.’s press release, dated May 9, 2005, announcing the Company’s results of operations for the quarter ended March 31, 2005.

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: May 9, 2005	By:	/s/ Mark D. Roellig
		Name:	Mark D. Roellig
		Title:	Vice President, General Counsel and Secretary

Exhibit Index

Exhibit Number	Description
Exhibit 99.1	Fisher Scientific International Inc.’s press release dated May 9, 2005 announcing the Company’s results of operations for the quarter ended March 31, 2005.