8-K

                                  UNITED STATES
                       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

                                   MAY 7, 2006
                Date of Report (Date of earliest event reported)

                           THERMO ELECTRON CORPORATION
             (Exact name of registrant as specified in its charter)

    Delaware                         1-8002                      04-2209186
(State or other              (Commission File Number)          (IRS Employer
 jurisdiction of                                             Identification No.)
incorporation)


                81 Wyman Street, P.O. Box 9046                    02454-9046
                    Waltham, Massachusetts
           (Address of principal executive offices)               (Zip Code)

       Registrant's telephone number, including area code: (781) 622-1000

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:

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

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

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

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




ITEM 8.01 OTHER EVENTS.

On May 8, 2006, Thermo Electron Corporation ("Thermo Electron") and Fisher
Scientific International Inc. ("Fisher Scientific") issued a joint press release
announcing the execution of the Agreement and Plan of Merger, dated as of May 7,
2006, between Thermo Electron, Trumpet Merger Corporation, a wholly owned
subsidiary of Thermo Electron, and Fisher Scientific.

A copy of the press release is attached hereto as Exhibit 99.1 and is
incorporated by reference herein.

Additionally, Thermo Electron hereby files the Investor Presentation attached
hereto as Exhibit 99.2.

ADDITIONAL INFORMATION ABOUT THIS TRANSACTION

In connection with the proposed merger, Thermo Electron will file with the
Securities and Exchange Commission (the "SEC") a Registration Statement on Form
S-4 that will include a joint proxy statement of Thermo Electron and Fisher
Scientific that also constitutes a prospectus of Thermo Electron. Thermo
Electron and Fisher Scientific will mail the joint proxy statement/prospectus to
their respective stockholders. Investors and security holders are urged to read
the joint proxy statement/prospectus regarding the proposed merger when it
becomes available because it will contain important information. You may obtain
a free copy of the joint proxy statement/prospectus (when available) and other
related documents filed by Thermo Electron and Fisher Scientific with the SEC at
the SEC's website at www.sec.gov. The joint proxy statement/prospectus (when it
is available) and the other documents may also be obtained for free by accessing
Thermo Electron's website at http://www.thermo.com under the heading "About
Thermo" and then under the heading "Investors" or by accessing Fisher
Scientific's website at http://www.fisherscientific.com under the tab "Investor
Info."

Thermo Electron, Fisher Scientific and their respective directors and executive
officers may be soliciting proxies from stockholders in favor of the merger.
Information regarding the persons who may, under the rules of the SEC, be
considered participants in the solicitation of the stockholders in connection
with the proposed merger will be set forth in the joint proxy
statement/prospectus when it is filed with the SEC. You can find information
about Thermo Electron's executive officers and directors in Thermo Electron's
definitive proxy statement filed with the SEC on April 11, 2006. You can find
information about Fisher Scientific's executive officers and directors in their
definitive proxy statement filed with the SEC on April 6, 2006. You can obtain
free copies of these documents from Thermo Electron or Fisher Scientific
using the contact information above.

FORWARD-LOOKING STATEMENTS

Information set forth in this press release contains forward-looking statements,
which involve a number of risks and uncertainties. Thermo Electron and Fisher
Scientific caution readers that any forward-looking information is not a
guarantee of future performance and that actual results could differ materially
from those contained in the forward-looking information. Such forward-

looking statements include, but are not limited to, statements about the
benefits of the business combination transaction involving Thermo Electron and
Fisher Scientific, including future financial and operating results, the new
company's plans, objectives, expectations and intentions and other statements
that are not historical facts.

Important factors that could cause actual results to differ materially from
those indicated by such forward-looking statements are set forth in Thermo
Electron's and Fisher Scientific's filings with the SEC, including their
respective Quarterly Reports on Form 10-Q for the first quarter of 2006. These
include risks and uncertainties relating to: the ability to obtain regulatory
approvals of the transaction on the proposed terms and schedule; the risk that
the businesses will not be integrated successfully; the risk that the cost
savings and any other synergies from the transaction may not be fully realized
or may take longer to realize than expected; disruption from the transaction
making it more difficult to maintain relationships with customers, employees or
suppliers; competition and its effect on pricing, spending, third-party
relationships and revenues; the need to develop new products and adapt to
significant technological change; implementation of strategies for improving
internal growth; use and protection of intellectual property; dependence on
customers' capital spending policies and government funding policies;
realization of potential future savings from new productivity initiatives;
dependence on customers that operate in cyclical industries; general worldwide
economic conditions and related uncertainties; the effect of changes in
governmental regulations; exposure to product liability claims in excess of
insurance coverage; and the effect of exchange rate fluctuations on
international operations. The parties undertake no obligation to publicly update
any forward-looking statement, whether as a result of new information, future
events or otherwise.


ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d)  Exhibits

     The following exhibits are filed herewith:

EXHIBIT NO.   DESCRIPTION OF EXHIBIT

99.1          Press release issued jointly by Thermo Electron Corporation and
              Fisher Scientific International Inc., dated May 8, 2006

99.2          Investor Presentation of Thermo Electron Corporation and Fisher
              Scientific International Inc., dated May 8, 2006




                                    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, on this 8th day of May, 2006.


                                         THERMO ELECTRON  CORPORATION


                                         By: /s/ Seth H. Hoogasian
                                         ---------------------------------------
                                         Name:   Seth H. Hoogasian
                                         Title:  Vice President, General Counsel
                                                 and Secretary



                                  EXHIBIT INDEX

EXHIBIT NO.   DESCRIPTION OF EXHIBIT

99.1          Press release issued jointly by Thermo Electron Corporation and
              Fisher Scientific International Inc., dated May 8, 2006

99.2          Investor Presentation of Thermo Electron Corporation and Fisher
              Scientific International Inc., dated May 8, 2006

EX-99

[THERMO ELECTRON CORPORATION LOGO]        [FISHER SCIENTIFIC INTERNATIONAL LOGO]

NEWS RELEASE

CONTACT INFORMATION
THERMO ELECTRON                                  FISHER SCIENTIFIC
Media Contact:                                   Media Contact:
Lori Gorski                                      Gia L. Oei
Phone:   781-622-1242                            Phone: 603-929-2489
E-mail: lori.gorski@thermo.com                   Email: Gia.Oei@fishersci.com

Investor Contact:                                Investor Contact:
Kenneth J. Apicerno                              Chet Mehta
Phone:   781-622-1111                            Phone: 603-929-2260
E-mail: ken.apicerno@thermo.com                  Email: Chet.Mehta@fishersci.com

               THERMO ELECTRON AND FISHER SCIENTIFIC TO COMBINE IN
                        INDUSTRY-TRANSFORMING TRANSACTION

o       COMBINATION CREATES LEADING PROVIDER OF LABORATORY PRODUCTS AND SERVICES
        IN THE LIFE, LABORATORY AND HEALTH SCIENCES INDUSTRY

o       ACCELERATES REVENUE GROWTH AND EXPECTED TO RESULT IN A 20 PERCENT
        COMPOUND ANNUAL GROWTH RATE IN ADJUSTED EPS OVER THREE YEARS

o       GENERATES $200 MILLION IN SYNERGIES

o       TRANSACTION EXPECTED TO BE APPROXIMATELY 18 PERCENT ACCRETIVE TO
        THERMO'S 2007 CONSENSUS ADJUSTED EPS

o       COMBINED COMPANY EXPECTED TO HAVE MORE THAN $9 BILLION IN REVENUES AND
        $1 BILLION IN CASH FLOW IN 2007

WALTHAM, MASS. AND HAMPTON, N.H., MAY 8, 2006 - Thermo Electron Corporation
(NYSE: TMO) and Fisher Scientific International Inc. (NYSE: FSH) announced today
that the boards of directors of both companies have unanimously approved a
definitive agreement to combine the two companies in a tax-free, stock-for-stock
exchange.

The transforming merger will create the leading provider of laboratory products
and services in the high-growth life, laboratory and health sciences industry.
The new company will be named Thermo Fisher Scientific Inc. and is expected to
have 2007 revenues of more than $9 billion. Thermo and Fisher have complementary
technology leadership in instrumentation, life science consumables, software and
services. By combining these capabilities, the company will be uniquely
positioned to provide integrated, end-to-end technical solutions. Thermo Fisher
Scientific will have an industry leading global sales and service organization
with nearly 7,500 professionals serving its customers worldwide.

                                   Page 1 of 6


Under the terms of the agreement, Fisher shareholders will receive 2.00 shares
of Thermo common stock for each share of Fisher common stock they own. Based on
Thermo's closing price of $39.45 per share on May 5, 2006, this represents a
value of $78.90 per Fisher share, or an aggregate equity value of $10.6 billion,
not including net debt of $2.2 billion. Upon completion of the transaction,
Thermo's shareholders would own approximately 39 percent of the combined
company, and Fisher shareholders would own approximately 61 percent. The
transaction will be treated as a reverse merger with Thermo as the acquirer.

Marijn E. Dekkers, president and chief executive officer of Thermo, will become
president and chief executive officer of the combined company, and Paul M.
Meister, vice chairman of the board for Fisher, will become chairman of the
board of the combined company. Following the close of the transaction, Paul M.
Montrone, chairman and chief executive officer of Fisher, will be stepping aside
in support of the new management team. He will be concentrating on launching new
business opportunities and will remain an adviser to the company. Jim P. Manzi,
chairman of the board of Thermo, will serve on the board of directors of the
combined company. Thermo Fisher Scientific's board of directors will be
comprised of eight members, with five nominated by Thermo and three nominated by
Fisher.

"This combination brings together two well-respected industry leaders in the
life, laboratory and health sciences marketplace to create a company that has
the product breadth, global reach and operational expertise to drive significant
value for shareholders, customers and employees," said Dekkers. "Both Thermo and
Fisher have strong track records of acquisition success and margin expansion. By
combining our companies' complementary world-class product and service offerings
with Fisher's unparalleled customer access, we expect to accelerate growth by
further penetrating our vast customer base. Our customers will benefit from a
partnership that can provide integrated, end-to-end application solutions to
reduce their costs and increase efficiency. Our companies and employees share a
strong commitment to our customers, and I am pleased to bring the talented
employees of these two great companies together."

"For more than 100 years, Fisher has played an important role in aiding
scientific discovery. Our focus on supplying innovative product and service
solutions has enabled our 350,000 customers to concentrate on what they do best
- -- improving health and extending life. Thermo has an equally solid record, and
the combined company will be well-positioned to deliver accelerated earnings
growth for shareholders," said Montrone.

Meister added, "This is a great transaction that provides Fisher shareholders
with enhanced value both today and over the long-term. The upside potential we
see as a result of our combination is compelling. By leveraging the operating
expertise at both companies, we anticipate realizing the strategic and financial
benefits of this transaction quickly and efficiently."

BENEFITS OF THE TRANSACTION

STRATEGIC COMBINATION. The merger creates the world's only provider of fully
integrated, end-to-end solutions in the life, laboratory and health sciences
industry.

                                  Page 2 of 6

ACCRETIVE TO EARNINGS. Thermo expects 2007 adjusted earnings per share of the
combined company to be in the range of $2.27 to $2.37, reflecting accretion of
approximately 18 percent to Thermo's consensus 2007 adjusted EPS.

ACCELERATES REVENUE AND EARNINGS GROWTH. The merger accelerates revenue growth
and is expected to result in a 20 percent compound annual growth rate in
adjusted EPS over three years.

$200 MILLION OF SYNERGIES. The transaction is expected to generate $200 million
of cost and revenue-related synergies in three years. 2007 synergies are
expected to be at least $75 million.
o      $150 million of cost-related synergies, excluding one-time costs, are
       expected to result primarily from manufacturing rationalization, sourcing
       and logistics efficiencies, and shared administrative functions.
o      $50 million of revenue-related synergies are expected to result from
       cross-selling opportunities, enhanced geographic reach, penetration of
       new and existing markets, and new solutions development.

STRONG CASH FLOW AND FINANCIAL FLEXIBILITY. Operating cash flow is expected to
be in excess of $1 billion in 2007. With its solid balance sheet and strong cash
flow, the combined company will be well-positioned to accelerate growth both
organically and through acquisitions. In addition, the Thermo Electron board has
increased the current authorization of its buyback program to $300 million.

TALENTED EMPLOYEE BASE. Both Thermo and Fisher have exceptional teams of
talented and experienced employees. This combination of industry leaders is
expected to benefit customers and suppliers, and provide greater opportunities
for the 30,000 employees of the combined company.

Thermo Fisher Scientific will be headquartered in Waltham, Mass., and will
continue to have an office in Hampton, N.H.

APPROVALS AND TIME TO CLOSE

The transaction is subject to approval by both companies' shareholders as well
as customary closing conditions and regulatory approvals. The transaction is
expected to close in the fourth quarter of 2006.

ADVISERS

In connection with the transaction, Lehman Brothers and Rothschild Inc. are
acting as financial advisers to Thermo, and Wachtell, Lipton, Rosen & Katz is
legal counsel. Goldman, Sachs & Co. and Lazard Freres & Co. LLC are acting as
financial advisers to Fisher, and Skadden, Arps, Slate, Meagher & Flom LLP is
legal counsel.

                                  Page 3 of 6


Thermo and Fisher will host a conference call and webcast with investment
analysts and shareholders at 10 a.m. EDT today to provide more information on
this announcement and respond to questions. The webcast and accompanying slides
can be accessed at www.thermo.com and www.fisherscientific.com. An audio archive
of the call will be available on both companies' Web sites.

Conference Call Dial-in:   888-823-7459              Domestic
                           973-935-2986              International
                           Passcode:                 7369609

Replay Dial-in:            877-519-4471              Domestic
                           973-341-3080              International
                           Passcode:                 7369609


ABOUT FISHER SCIENTIFIC
Fisher Scientific International Inc. (NYSE: FSH) is a leading provider of
products and services to the scientific community. Fisher facilitates discovery
by supplying researchers and clinicians in labs around the world with the tools
they need. We serve pharmaceutical and biotech companies; colleges and
universities; medical-research institutions; hospitals; reference,
quality-control, process-control and R&D labs in various industries; as well as
government agencies. From biochemicals, cell-culture media and proprietary RNAi
technology to rapid-diagnostic tests, safety products and other consumable
supplies, Fisher provides more than 600,000 products and services. This broad
offering, combined with Fisher's globally integrated supply chain and unmatched
sales and marketing capabilities, helps make our 350,000 customers more
efficient and effective at what they do.

Founded in 1902, Fisher Scientific is a FORTUNE 500 company and is a component
of the S&P 500 Index. With approximately 19,500 employees worldwide, the company
had revenues of $5.6 billion in 2005. Fisher Scientific is a company committed
to delivering on our promises -- to customers, shareholders and employees alike.
Additional information about Fisher is available on the company's Web site at
www.fisherscientific.com.


ABOUT THERMO ELECTRON
Thermo Electron Corporation is the world leader in analytical instruments. Our
instrument solutions enable our customers to make the world a healthier, cleaner
and safer place. Thermo's Life and Laboratory Sciences segment provides
analytical instruments, scientific equipment, services and software solutions
for life science, drug discovery, clinical, environmental and industrial
laboratories. Thermo's Measurement and Control segment is dedicated to providing
analytical instruments used in a variety of manufacturing processes and
in-the-field applications, including those associated with safety and homeland
security. For more information, visit http://www.thermo.com.

                                  Page 4 of 6


FORWARD-LOOKING STATEMENTS
Information set forth in this press release contains forward-looking statements,
which involve a number of risks and uncertainties. Thermo Electron and Fisher
Scientific caution readers that any forward-looking information is not a
guarantee of future performance and that actual results could differ materially
from those contained in the forward-looking information. Such forward-looking
statements include, but are not limited to, statements about the benefits of the
business combination transaction involving Thermo Electron and Fisher
Scientific, including future financial and operating results, the new company's
plans, objectives, expectations and intentions and other statements that are not
historical facts.

Important factors that could cause actual results to differ materially from
those indicated by such forward-looking statements are set forth in Thermo
Electron's and Fisher Scientific's filings with the SEC, including their
respective Quarterly Reports on Form 10-Q for the first quarter of 2006. These
include risks and uncertainties relating to: the ability to obtain regulatory
approvals of the transaction on the proposed terms and schedule; the risk that
the businesses will not be integrated successfully; the risk that the cost
savings and any other synergies from the transaction may not be fully realized
or may take longer to realize than expected; disruption from the transaction
making it more difficult to maintain relationships with customers, employees or
suppliers; competition and its effect on pricing, spending, third-party
relationships and revenues; the need to develop new products and adapt to
significant technological change; implementation of strategies for improving
internal growth; use and protection of intellectual property; dependence on
customers' capital spending policies and government funding policies;
realization of potential future savings from new productivity initiatives;
dependence on customers that operate in cyclical industries; general worldwide
economic conditions and related uncertainties; the effect of changes in
governmental regulations; exposure to product liability claims in excess of
insurance coverage; and the effect of exchange rate fluctuations on
international operations. The parties undertake no obligation to publicly update
any forward-looking statement, whether as a result of new information, future
events or otherwise.

USE OF NON-GAAP FINANCIAL MEASURES
In addition to the financial measures prepared in accordance with generally
accepted accounting principles (GAAP), we use the non-GAAP financial measure
"adjusted EPS". Adjusted EPS excludes restructuring and other costs/income and
amortization of acquisition-related intangible assets, certain other gains and
losses, tax provisions/benefits related to the gains and losses, benefits from
tax credit carryforwards, the impact of significant tax audits or events and
discontinued operations. We exclude the above items because they are outside of
our normal operations and/or, in certain cases, are difficult to forecast
accurately for future periods. We believe that the use of non-GAAP measures
helps investors to gain a better understanding of our core operating results and
future prospects, consistent with how management measures and forecasts our
performance, especially when comparing such results to previous periods or
forecasts.

                                  Page 5 of 6


ADDITIONAL INFORMATION ABOUT THIS TRANSACTION
In connection with the proposed merger, Thermo Electron will file with the
Securities and Exchange Commission (the "SEC") a Registration Statement on Form
S-4 that will include a joint proxy statement of Thermo Electron and Fisher
Scientific that also constitutes a prospectus of Thermo Electron. Thermo
Electron and Fisher Scientific will mail the joint proxy statement/prospectus to
their respective stockholders. Investors and security holders are urged to read
the joint proxy statement/prospectus regarding the proposed merger when it
becomes available because it will contain important information. You may obtain
a free copy of the joint proxy statement/prospectus (when available) and other
related documents filed by Thermo Electron and Fisher Scientific with the SEC at
the SEC's Web site at www.sec.gov. The joint proxy statement/prospectus (when it
is available) and the other documents may also be obtained for free by accessing
Thermo Electron's Web site at http://www.thermo.com under the heading "About
Thermo" and then under the heading "Investors" or by accessing Fisher
Scientific's Web site at http://www.fisherscientific.com under the tab "Investor
Info."

Thermo Electron, Fisher Scientific and their respective directors and executive
officers may be soliciting proxies from stockholders in favor of the merger.
Information regarding the persons who may, under the rules of the SEC, be
considered participants in the solicitation of the stockholders in connection
with the proposed merger will be set forth in the joint proxy
statement/prospectus when it is filed with the SEC. You can find information
about Thermo Electron's executive officers and directors in Thermo Electron's
definitive proxy statement filed with the SEC on April 11, 2006. You can find
information about Fisher Scientific's executive officers and directors in their
definitive proxy statement filed with the SEC on April 6, 2006. You can obtain
free copies of these documents from Thermo Electron or Fisher Scientific using
the contact information above.

                                      # # #


                                  Page 6 of 6

EX-99

Thermo Fisher Scientific Inc.

Creating the Global Leader in the Life,
Laboratory and Health Sciences Industry

May 8, 2006

Joint Safe Harbor Statement

Forward-Looking Statements

Various remarks that we may make about the new company’s future expectations, plans and prospects constitute forward-looking statements for purposes of the safe harbor
provisions under The Private Securities Litigation Re-form Act of 1995.  Forward-looking statements, which involve a number of risks and uncertainties.  Thermo Electron and Fisher
Scientific caution readers that any forward-looking information is not a guarantee of future performance and that actual results could differ materially from those contained in the
forward-looking information.  Such forward-looking statements include, but are not limited to, statements about the benefits of the business combination transaction involving Thermo
Electron and Fisher Scientific, including future financial and operating results, the new company’s plans, objectives, expectations and intentions and other statements that are not
historical facts.

Important factors that could cause actual results to differ materially from those indicated by such forward-looking statements are set forth in Thermo Electron’s and Fisher Scientific’s
filings with the SEC, including their respective Quarterly Reports on Form 10-Q for the first quarter of 2006.  These include risks and uncertainties relating to: the ability to obtain
regulatory approvals of the transaction on the proposed terms and schedule; the risk that the businesses will not be integrated successfully; the risk that the cost savings and any
other synergies from the transaction may not be fully realized or may take longer to realize than expected; disruption from the transaction making it more difficult to maintain
relationships with customers, employees or suppliers; competition and its effect on pricing, spending, third-party relationships and revenues; the need to develop new products and
adapt to significant techno-logical change; implementation of strategies for improving internal growth; use and protection of intellectual property; dependence on customers’ capital
spending policies and government funding policies; realization of potential future savings from new productivity initiatives; dependence on customers that operate in cyclical industries;
general worldwide economic conditions and related uncertainties; the effect of changes in governmental regulations; exposure to product liability claims in excess of insurance
coverage; and the effect of exchange rate fluctuations on international operations.  The parties undertake no obligation to publicly update any forward-looking statement, whether as a
result of new information, future events or otherwise.

Use of Non-GAAP Financial Measures

In addition to the financial measures prepared in accordance with generally accepted accounting principles (GAAP), we refer to certain financial measures not prepared in accordance
with GAAP, including adjusted EPS and adjusted operating income, which exclude restructuring and other costs/income and amortization of acquisition-related intangible assets.  
Adjusted EPS also excludes certain other gains and losses, tax provisions/benefits related to the previous items, benefits from tax credit carryforwards, the impact of significant tax
audits or events and discontinued operations.  We exclude the above items because they are outside of our normal operations and/or, in certain cases, are difficult to forecast
accurately for future periods.  We believe that the use of non-GAAP measures helps investors to gain a better understanding of our core operating results and future prospects,
consistent with how management measures and forecasts our performance, especially when comparing such results to previous periods or fore-casts.

Additional Information About this Transaction

In connection with the proposed merger, Thermo Electron will file with the Securities and Exchange Commission (the “SEC”) a Registration Statement on Form S-4 that will include a
joint proxy statement of Thermo Electron and Fisher Scientific that also constitutes a prospectus of Thermo Electron.  Thermo Electron and Fisher Scientific will mail the joint proxy
statement/prospectus to their respective stockholders.  Investors and security holders are urged to read the joint proxy statement/prospectus regarding the proposed merger when it
becomes available because it will contain important information.  You may obtain a free copy of the joint proxy statement/prospectus (when available) and other related documents
filed by Thermo Electron and Fisher Scientific with the SEC at the SEC’s website at www.sec.gov.  The joint proxy statement/prospectus (when it is available) and the other
documents may also be obtained for free by accessing Thermo Electron’s website at http://www.thermo.com under the heading “About Thermo” and then under the heading
“Investors” or by accessing Fisher Scientific’s website at http://www.fisherscientific.com under the tab “Investor Info.”

Thermo Electron, Fisher Scientific and their respective directors and executive officers may be soliciting proxies from stockholders in favor of the merger.  Information regarding the
persons who may, under the rules of the SEC, be considered participants in the solicitation of the stockholders in connection with the proposed merger will be set forth in the joint
proxy statement/prospectus when it is filed with the SEC.  You can find information about Thermo Electron’s executive officers and directors in Thermo Electron’s definitive proxy
statement filed with the SEC on April 11, 2006.  You can find information about Fisher Scientific’s executive officers and directors in their definitive proxy statement filed with the SEC
on April 6, 2006.  You can obtain free copies of these documents from the Thermo Electron or Fisher Scientific using the contact information above.

2

Combination of Industry Leaders

Accelerates Earnings Growth

  Industry transforming

  Exciting growth opportunities

  World-class capabilities

  Compelling financial benefits

3

Transforming Our Industry

Only End-to-End Solutions Provider

Industry Dynamics

Thermo Fisher Solutions

  Accelerating Drug Discovery

  Pressure to Reduce Costs

  Globalization

  Regulatory Complexity

  Broad Product Offering

  Extensive Suite of Services

  Integrated Solutions

  Global Capabilities

4

Exciting Growth Opportunities

Expanded market access

Expanded products and services offering

Acquisition opportunities

Tremendous Upside for Shareholders

5

World Class Capabilities

Experienced management team

Unparalleled sales and marketing footprint

Extensive R&D capabilities

Global scale

Demonstrated shareholder value creation

Proven Track Record of Success

6

Compelling Financial Benefits

Tremendous Upside for Shareholders

   20%+ compound growth in adjusted EPS

   18% accretive to 2007 adjusted EPS

   $200 million of synergies

   Over $1 billion of operating cash flow

7

Transforming Our Company –
Strong Strategic Fit

Complete tool set of customer solutions

Expands reach into high-growth markets and geographies

Unparalleled customer access

Complementary world-class technologies

Opportunity to enhance integrated laboratory workflow solutions

Extensive offering of laboratory support services

Driving Growth at All Levels

8

Transforming Relationships With Customers

Leading Laboratory Provider

Key Strategic Capabilities

Pre-eminent product
brands

Brand Equity

150 years of combined
experience

Proven management team

Experience

Broad product & service
offering

Global capabilities

World class technologies

Capabilities

$9bn revenues

350,000 customers

150 countries

Scale

Software & Services

Consumables

Instrumentation

Positioned for Growth

16%

28%

56%

9

Attractive High Growth Markets

Note:  2005A pro forma revenues; prior to inter-company sales.

Industrial/

Environmental

Life Science

Healthcare

Attractive Growth Opportunities

Customer Base

Exciting Growth Opportunities

36%

19%

45%

  Drug Discovery

  Proteomics Research

  Pharma Services

  Molecular Diagnostics

  Immunohistochemistry

  Environmental Regulatory               

   Compliance

10

Integrated Workflows

Laboratory Services

Automation

Consumables/Reagents

Sample

Preparation

Sample

Analysis

Data

Interpretation

& Storage

Combination Enhances Workflow Capabilities

11

Integrated Laboratory Workflow Solutions

Data

Interpretation
& Storage

Sample

Preparation

Sample

Analysis

Complementary
Reagents & Consumables

Xcalibur

Biomarker Research Application

Cells or
Tissue

Biomarker
Identified

Fisher

Thermo

12

World Class Portfolio of Services

Positioned to Capitalize on Increased Services Demand

Laboratory Services

Asset management

Regulatory compliance and validation

Equipment maintenance and applications  

  development

Biopharma Services

  Managed R&D services

  Clinical trial materials management

  Biological specimen management

  Diagnostic product formulation

13

Global Leadership

___________________________

Note:  2005A pro forma revenues; prior to inter-company sales.

North America

Asia / ROW

Europe

Unmatched Global Capabilities

Focus on Asian Emerging Markets

Enhanced Presence in Key Geographies

25%

66%

9%

  Strong presence in China

       -  Manufacturing capabilities

       -  State-of-the-art demo lab

       -  Over 800 employees

  Active sourcing network

  Extensive commercial capabilities

       -  Direct sales/services

       -  Key account focus

  Clinical trials support in India

14

Unparalleled Customer Access

7,500 Sales Representatives

1,500 Field Service
Reps

2,900 Sales
Generalists

1,100
Application
Specialists

2,000 Customer
Service Reps

Superior Capabilities to Accelerate Growth

  350,000 Customers Served

  150 Countries Served

  Leading Brand Names

  Superior e-Commerce Platform

15

Revenue Upside Opportunities

Integrated Solutions

Life Science Research / Healthcare Convergence

Emerging Markets

Industry Leadership Driving Upside Growth

16

$200 Million of Synergies

$150 Million Cost Savings

Rationalize manufacturing operations

Leverage combined purchasing power

Consolidate administrative activities

$50 Million Revenue Opportunities

Cross-selling

Enhanced geographic reach

Penetration of new and existing markets

New solutions development

At least $75 Million in 2007

17

Transaction Overview

18

Transaction Terms

Fourth Quarter of 2006

Timing:

Waltham, Massachusetts

Shareholders and Regulatory

Headquarters:

Customary Approvals:

Chief Executive Officer: Marijn Dekkers

Management:

Chairman of the Board: Paul Meister

Thermo: 5 Directors

Fisher: 3 Directors

Board Composition:

Thermo: 39%

Fisher: 61%

Pro Forma Ownership:

2.00 Thermo shares for each Fisher share

Purchase Consideration:

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Combined Financial Strength

$2.27 - $2.37

Adjusted EPS
(including FAS 123R)

Over $1 billion

$1.5 - $1.6 billion

17%

$9.2 - $9.3 billion

2007

Operating Cash Flow

Adjusted Operating Income

% Margin

Revenue

___________________________

Note:  Revenues exclude inter-company sales.

Note:  Adjusted results are Non-GAAP measures and exclude amortization of acquisition-related intangible assets, restructuring and other costs. In addition to the financial
measures prepared in accordance with generally accepted accounting principles (GAAP), we refer to certain financial measures not prepared in accordance with GAAP,
including adjusted EPS and adjusted operating income, which exclude restructuring and other costs/income and amortization of acquisition-related intangible assets.  Adjusted
EPS also excludes certain other gains and losses, tax provisions/benefits related to the previous items, benefits from tax credit carryforwards, the impact of significant tax audits
or events and discontinued operations.  We exclude the above items because they are outside of our normal operations and/or, in certain cases, are difficult to forecast
accurately for future periods.  We believe that the use of non-GAAP measures helps investors to gain a better understanding of our core operating results and future prospects,
consistent with how management measures and forecasts our performance, especially when comparing such results to previous periods or forecasts.

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Longer-term Financial Goals

18 – 20%

Adjusted EPS Growth

19 – 20%

6 - 8%

Adjusted Operating Margin

Organic Revenue Growth

Tremendous Upside for Shareholders

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The New Thermo Fisher Scientific

Delivering Enhanced Shareholder Value

  Combination of complementary industry leaders

  Strong track records

  Compelling financial benefits

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Thermo Fisher Scientific Inc.

Creating the Global Leader in the Life,
Laboratory and Health Sciences Industry

May 8, 2006