8-K/A

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549



                                   FORM 8-K/A

                            CURRENT REPORT PURSUANT
                        TO SECTION 13 OR 15 (D) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

       Date of Report (Date of earliest event reported): August 18, 2004

                              ___________________


                     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)







                               TABLE OF CONTENTS


ITEM 2. Acquisition or Disposition of Assets

SIGNATURE

Exhibit Index
EX-99.1 Press Release dated August 2, 2004





         This is an amendment to the Form 8-K filed on August 3, 2004 by
Fisher to reflect that the information filed under Item 5 is to be filed
under Item 2:


ITEM 2.  ACQUISITION OR DISPOSITON OF ASSETS.

         On August 2, 2004, the stockholders of Fisher Scientific
International Inc., a Delaware corporation ("Fisher"), approved the issuance
of Fisher common stock, in connection with the merger contemplated by the
Agreement and Plan of Merger, dated as of March 17, 2004, as amended on April
16, 2004 (the "Merger Agreement"), by and among Fisher, Fox Merger
Corporation, a direct, wholly-owned subsidiary of Fisher ("Merger Sub"), and
Apogent Technologies Inc. ("Apogent"). Pursuant to the Merger Agreement,
Merger Sub was merged with and into Apogent (the "Merger") and Apogent, as the
surviving corporation, became a direct, wholly-owned subsidiary of Fisher,
effective at 11:00 a.m., Central Time, on August 2, 2004.

         In the Merger, each then outstanding share of Apogent common stock
was automatically converted into and became the right to receive 0.56 (the
"Exchange Ratio") shares of Fisher common stock, plus cash in lieu of
fractional shares. In addition, Fisher assumed each then outstanding option to
purchase Apogent common stock, with the number of shares and per share
exercise price appropriately adjusted to reflect the Exchange Ratio.

         Pursuant to the Merger Agreement, upon consummation of the Merger,
the board of directors of Fisher was expanded to include four members
designated by Apogent. The Apogent directors elected to the Fisher board of
directors are Frank H. Jellinek, Jr., Richard W. Vieser, Christopher L. Doerr,
and Simon B. Rich, who were all serving as directors of Apogent immediately
prior to the effective time of the Merger. Frank H. Jellinek, Jr. has also
been appointed to serve as the Chairman Emeritus of Fisher.

         Attached hereto as Exhibit 99.1 is Fisher's press release dated
August 2, 2004 announcing the completion of the merger with Apogent.

         Fisher anticipates that it will file a Form 8-K/A which will include
the financial statements and the pro forma financial statements giving effect
to the transaction required by Item 2 and Item 7 no later than 60 days from
the date this report on Form 8-K was required to be filed.




                                   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: August 18, 2004                    By:  /s/ Todd M. DuChene
                                              -------------------------------
                                              Name:  Todd M. DuChene
                                              Title: Vice President, General
                                                     Counsel and Secretary




                                 Exhibit Index



Exhibit Number                     Description
- --------------          ------------------------------------------------------
Exhibit 99.1            Fisher Scientific International Inc.'s press release
                        dated August 2, 2004 announcing the completion
                        of the merger with Apogent Technologies Inc.

EX-99

                                                                  Exhibit 99.1


[FISHER SCIENTIFIC INTERNATIONAL INC. LOGO]

NEWS RELEASE




                                             

Media Contact:                                  Investor Contact:
Rick Jenkinson, 603-929-2416                    Carolyn Miller, 603-929-2381
E-mail: rick.jenkinson@nh.fishersci.com         E-mail: Carolyn.Miller@nh.fishersci.com




                  Fisher Scientific Completes Apogent Merger

HAMPTON, N.H., Aug. 2, 2004 - Fisher Scientific International Inc. (NYSE: FSH)
today completed its approximately $4.0 billion merger with Apogent
Technologies Inc. (formerly trading as NYSE: AOT), providing Fisher Scientific
with a $1.1 billion footprint in the high-growth life-science market.

         "We are delighted with the closing of our merger with Apogent, which
presents many new opportunities for our company," said Paul M. Montrone,
chairman and chief executive officer of Fisher Scientific. "Together with
Apogent, Fisher has an enhanced position in key life-science markets and a
stronger platform for future growth. Since announcing this merger four months
ago, we have developed our integration plans and now look forward to realizing
the benefits of our combination quickly and seamlessly."

Transaction

         In a tax-free, stock-for-stock exchange, Apogent shareholders
received 0.56 shares of Fisher Scientific common stock for each share of
Apogent common stock they owned. Based on Fisher's closing price of $58.20 on
July 30, 2004, the transaction has a value of $32.59 per Apogent share.
Apogent shareholders will be contacted with instructions on how to exchange
their shares for Fisher Scientific stock. There is no action required by
Fisher Scientific shareholders.

                                   - more -


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



Fisher Scientific Completes Apogent Merger - 2

Merger Benefits

         In addition to expanding Fisher Scientific's footprint in the
life-science market, this transaction will substantially increase the
company's cash flow and financial flexibility to pursue additional growth
opportunities. Fisher Scientific also expects that shareholder value will be
driven by the enhanced margins and earnings and revenue growth resulting from
Fisher's combination with Apogent.

         Through combined product-development efforts, a greater global
presence and strengthened service capabilities, Fisher will be uniquely
positioned to provide its customers with innovative products and solutions.
Fisher is committed to continuing to provide its customers with the superior
service that they have come to expect.

About Fisher Scientific International Inc.

         As a world leader in serving science, Fisher Scientific International
Inc. (NYSE: FSH) offers more than 600,000 products and services to more than
350,000 customers located in approximately 145 countries. Fisher's customers
include pharmaceutical and biotech companies; colleges and universities;
medical-research institutions; hospitals and reference labs; quality-control,
process-control and R&D labs in various industries; as well as government and
first responders. As a result of its broad product offering,
electronic-commerce capabilities and integrated global logistics network,
Fisher serves as a one-stop source of products, services and global solutions
for its customers. The company primarily serves the scientific-research,
clinical-laboratory and safety markets. Additional information about Fisher is
available on the company's Web site at www.fisherscientific.com.

Forward-looking Statements

         This communication contains statements that constitute
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. These statements are based on Fisher's and
Apogent's current expectations and beliefs and are subject to a number of
risks, uncertainties and assumptions that could cause actual results to differ
materially from those described in the forward-looking statements. All
statements other than statements of historical fact are statements that could
be deemed forward-looking statements. Risks, uncertainties and assumptions
include (1) problems may arise in successfully integrating the businesses of
the two companies; (2) the merger may involve unexpected costs; (3) the
combined company may be unable to achieve cost-cutting synergies; and (4) the
industry may be subject to future regulatory or legislative actions and other
risks that are described in Securities and Exchange Commission (SEC) reports
filed by Fisher and Apogent. Because forward-looking statements involve risks
and uncertainties, actual results and events may differ materially from
results and events currently expected by Fisher and Apogent. Fisher and
Apogent assume no obligation and expressly disclaim any duty to update
information contained in this news release except as required by law.

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