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): May 17, 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.)

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.

     Representatives of Fisher Scientific International Inc. (the “Company”) will make an investor presentation on May 17, 2005 at the Banc of America Securities Health Care Conference. Attached hereto as Exhibit 99.1 is a copy of the investor presentation materials, which are being furnished, but not filed, pursuant to Items 2.02 and 7.01 of this report on Form 8-K. The attached presentation materials, together with an audio replay of the presentation, will be available on the Company’s Web site at http://www.fisherscientific.com following the presentation until June 3.

     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 attached investor presentation materials.

     To supplement the Company’s investor materials 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.

     Representatives of the Company will make an investor presentation on May 17, 2005 at the Banc of America Securities Health Care Conference. Attached hereto as Exhibit 99.1 is a copy of the investor presentation materials, which are being furnished, but not filed, pursuant to Items 2.02 and 7.01 of this report on Form 8-K. The attached presentation materials, together with an audio replay of the presentation, will be available

on the Company’s Web site at http://www.fisherscientific.com following the presentation until June 3.

ITEM 9.01 Financial Statements and Exhibits.

(c)   Exhibits.

Exhibit Number	Description
Exhibit 99.1	Fisher Scientific International Inc.’s investor presentation that will be presented on May 17, 2005. This Exhibit is furnished pursuant to Items 2.02 and 7.01 of this report in 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: May 17, 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 investor presentation that will be presented on May 17, 2005. This Exhibit is furnished pursuant to Items 2.02 and 7.01 of this report in Form 8-K.

EX-99.1

Exhibit 99.1

The World Leader in Serving Science Banc of America Securities Health Care Conference May 17, 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, 2004 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(1) Customers: 350,000 Products: 600,000 60% proprietary 80% consumable Equity market cap: $7.6 billion (2) Revenues by Region 25% Return to Shareholders since 1991 IPO (2) U.S 0.73 Europe 0.21 ROW 0.08 U.S. 73% Europe 21% ROW 6% (1) Guidance as of May 17, 2005. (2) As of May 13, 2005.

Investment Highlights World leader in growing markets Opportunities for profitable growth Premier global brand Proven track record Strong earnings and cash flow growth 4

World Leader in Growing Markets Markets Served Global Market: $50 billion Long Term Growth Rate: 5 - 8% Bipharma 7 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 Global Biopharma Production $5 billion Pharma 0.22 Hospitals 0.14 Reference Labs / Other 0.08 Other 0.29 Government 0.09 Medical Research 0.18 Pharma / Biotech 22% Academic Research 18% Other Scientific Research 29% Hospitals 14% Ref. Labs 8% Government 9% No customer > 3% of Sales Revenues by Customer Segment

World Leader in Growing Markets Growth in R&D spending Pressure on drug development costs Aging population Growing number of biotech drugs Concern for safety (including bioterrorism) Consolidating markets 6 Market Dynamics

Extensive capabilities for our laboratory customers Globally-integrated supply-chain Powerful sales and marketing network Premier Global Brand

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

Proven Track Record 2000 2001 2002 2003 2004 2005F CAGR: 39% 2000 2001 2002 2003 2004 2005F East 0.068 0.073 0.075 0.078 0.101 0.134 Operating margin $3.45 - $3.60* 10.2% 13.4%* ** Free cash flow is defined as cash provided by operating activities less capital expenditures. 2005 projections represent midpoint of guidance as of May 17th. EPS 2000 2001 2002 2003 2004 2005F CAGR: 24% Free Cash Flow** * Range of EPS guidance and midpoint of operating margin guidance of 13.3 percent to 13.5 percent are both as of May 17, 2005. Excludes restructuring and non-recurring expenses.

The World Leader in Serving Science

(in millions, except per share amounts) Supplementary Financial Information * Operating income for 2003 and 2004 includes the results of Atos Medical AB which was sold on April 5, 2005. * *